Bouygues

Press release regarding Colas

BOUYGUES PRESS RELEASE REGARDING COLAS

• Bouygues announces its intention to submit a squeeze-out offer, with a view to delisting Colas, at a price of €175 per share
• The functions of Chairman and Chief Executive Officer are to be separated
• Pascal Grangé is appointed non-executive Chairman of Colas
• Pierre Vanstoflegatte is appointed Chief Executive Officer of Colas

SQUEEZE-OUT OFFER, WITH A VIEW TO DELISTING COLAS

Following a meeting of the Board of Directors held on 17 September 2023, Bouygues announces its intention to file in the next few days with the French Financial Markets Authority (the « AMF ») a public tender offer followed by a squeeze-out for the Colas shares it does not hold at a price of 175 euros per share (together the « Offer »). Upon completion of the Offer, Colas will be delisted.

This price of 175 euros per Colas share, payable exclusively in cash, gives rise to the following premium levels:

• 54.2% on the Colas share price at close of business on September 15, 2023
• 52.2%, 50.1% and 50.4% on the average Colas share price weighted by volumes over the last 60, 120 and 240 trading days respectively prior to the offer announcement.

This Offer is part of a simplification of the capital structure of Colas and the Bouygues Group. At the date of this press release, Bouygues held 96.81% of the share capital and 98.04% of the voting rights of Colas¹.

Colas is listed in compartment A of Euronext Paris (code ISIN FR0000121634).

In accordance with applicable regulations, the completion of the Offer will be subject to the AMF’s compliance decision (conformité) on the proposed Offer.

The draft offer document detailing the timetable will be available in the next few days on the Bouygues website (www.bouygues.com) and the AMF website (www.amf-france.org).

Bouygues chose Portzamparc, a subsidiary of the BNP Paribas Group, as presenting bank and guarantor. Darrois Villey Maillot Brochier is acting as legal counsel on the transaction.

CHANGES TO THE GOVERNANCE OF COLAS

As part of the delisting contemplated by Bouygues, the Board of Directors of Colas, on the recommendation of its Selection and Remuneration Committee, has decided to introduce a separation of the functions of Chairman of the Board of Directors, on the one hand, and Chief Executive Officer, on the other hand, to allow the latter to focus on Colas’s operations.