

| BOUYGUES SA | 23/04/2009 Combined | |
|---|---|---|
| 1 | Approve the parent company's financial statements | For |
| 2 | Approve Consolidated Financial Statements | For |
| 3 | Approval of the appropriation of income and of the dividend | For |
| 4 | 1)Approval of regulated related-party agreements; 2)Approval of a severance payment | Oppose |
| 5 | Reappointment of Mr. Martin Bouygues as Director for a period of 3 years | Oppose |
| 6 | Reappointment of Mrs Monique Bouygues as Director for a period of 3 years | Oppose |
| 7 | Reappointment of Mr. Pierre Barberis as Director for a period of 3 years | Oppose |
| 8 | Reappointment of Mr. Francois Bertière as Director for a period of 3 years | Oppose |
| 9 | Reappointment of Mr. Georges Chodron de Courcel as Director for a period of 3 years | Oppose |
| 10 | Reappointment as Statutory External Auditor of Ernst & Young Audit for a period of 6 years | For |
| 11 | Elect Auditex as Substitute External Auditor for a period of six years | Oppose |
| 12 | Approve buy-back of the company shares | Oppose |
| 13 | Approve potential reduction of the company 's capital | For |
| 14 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 15 | Increase authorized capital by transfer of reserves | For |
| 16 | Global allowance for the issuance of capital related securities without pre-emptive right | Oppose |
| 17 | "Green shoe" authorization | Oppose |
| 18 | Global allowance for the issuance of capital related securities without pre-emptive right, within a limit of 10% of the share capital per year, to depart from the general price fixing conditions | Oppose |
| 19 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | Oppose |
| 20 | Approve issues of shares or other capital related securities as a payment for any public offer | Oppose |
| 21 | Approve capital Increase for the employees | Oppose |
| 22 | Approve issuance by subsidiary companies of securities offering access to the company's capital stock | Oppose |
| 23 | Issue Debt Instruments | For |
| 24 | Powers to issue warrants in period of unfriendly public offer | Oppose |
| 25 | Adopt poison-pill style defence: create or keep active the authorizations to increase capital under a public offer for company' shares | Oppose |
| 26 | Delegation of powers for the completion of formalities | For |