Bouygues announces its intention to withdraw its subsidiary Colas from the Stock Exchange

At its meeting, the Board of Directors of the Company welcomed this intention.

In accordance with the general regulations of the Financial Markets Authority (“AMF”) and best corporate governance practices, the Board of Directors has established, from within, an ad hoc Committee composed mainly of independent directors. The ad hoc Committee is made up of Ms. Colette Lewiner (independent director and president), Ms. Catherine Ronge (independent director) and Mr. Didier Casas.

The Ledouble firm, represented by Mr Olivier Cretté and Mrs Stéphanie Guillaumin, was appointed by the Board of Directors, on the recommendation of the ad hoc Committee, as an independent expert in order to establish a report on the fair nature of the financial conditions of the Offer, on the basis of the provisions of articles 261-1 I-1°, 261-1 I-4° and 261-1 II of the AMF General Regulations.

In accordance with current stock market regulations, the Ledouble firm will submit its final report on the conditions of the Offer, in its capacity as independent expert, at the expiration of a minimum period of fifteen trading days from the filing of the Offer.

The Board of Directors of the Company will meet again to issue its reasoned opinion on the Offer after having taken note of the report of the independent expert and the recommendation of the ad hoc Committee. This reasoned opinion as well as the independent expert's report will be made public as part of the draft information note in response, the filing of which with the AMF will be the subject of a press release from the Company.

At the request of Colas, trading of Colas shares will be suspended today and will resume on September 19, 2023.

Evolution of governance

Furthermore, as a continuation of this operation to delist Colas, the Board of Directors, on the proposal of the Selection and Remuneration Committee, decided to institute a separation of the functions of Chairman of the Board of Directors and of Managing Director, in order to allow him to concentrate on the operational management of the Company.

Frédéric Gardès informed the Board of Directors that the consequences for him of the plan to delist Colas, on the one hand, and of the modification of the terms of exercise of the general management of the Company, on the other hand , did not correspond to his personal expectations. Under these conditions, he presented his resignation from his functions as Chairman and CEO and from his mandate as Director, which the Board of Directors took note of.

The Board of Directors thanks Frédéric Gardès for the very important transformation work he has led within the Colas group; he salutes his career within the Group and his action at the head of the Company since his appointment as general management in 2019.

As part of the new governance, the Board of Directors, on the proposal of the Selection and Remuneration Committee, made the following appointments, with immediate effect:

• Pascal Grangé as non-executive Chairman of the Board of Directors;
• Pierre Vanstoflegatte as Managing Director.

Following the appointment of Pascal Grangé as non-executive Chairman of the Board of Directors, Marie-Luce Godinot becomes permanent representative of Bouygues on the Board of Directors and chair of the Company's Audit Committee.

Speaking on the plan to delist Colas and the new governance, Olivier Roussat, CEO of the Bouygues group, declared: “Colas is a company recognized worldwide as a reference in its businesses and it will remain so. The plan to delist Colas demonstrates our intention to simplify operating and reporting methods. The separation of the functions of Chairman and Managing Director is also an opportunity to put in place a very complementary Managing Director and a non-executive Chairman: Pierre Vanstoflegatte is a high-level operational manager and a recognized expert in agency professions. He will focus his action on Colas' operational efficiency and its development. Pascal Grangé will put his perfect knowledge of the Bouygues group and its businesses at the service of Colas. »

Commenting on the departure of Frédéric Gardès during the board of directors meeting, Olivier Roussat declared: “I would like to thank Frédéric Gardès for the work he has accomplished to transform the company. With the management team, he was able to bring together all of his employees to take new steps, particularly in terms of internationalization and CSR. He can be proud of what he has accomplished over the last 12 years at Colas and more broadly during his career within the Bouygues group since 1994."

Regarding the arrival of Pierre Vanstoflegatte, he added: “I welcome Pierre Vanstoflegatte to Colas. Pierre is an accomplished professional that we know well at Bouygues, with a rich background and strong human values. He has everything he needs to succeed. My best wishes for success accompany him in his new mission. »