REGISTRATION DOCUMENT - Bourbon

CONSOLIDATED FINANCIAL STATEMENTS4Notes to the consolidated financial statementsLaurent Renard,Executive Vice PresidentDue forthe yearYear 2010 Year 2011Paid duringthe yearDue forthe yearPaid duringthe yearFixed compensation 319,995 319,995 319,995 319,995Variable compensation (1) 25,985 (2) 77,000 27,396 (2) 26,685 (2)Exceptional compensation - - - -Directors’ fees for terms of offi ce served in the Group 70,015 70,015 68,604 68,604In-kind benefi ts (3) 3,983 3,983 2,859 2,859TOTAL 419,978 470,993 418,854 418,143(1) Variable compensation is payable the following year, after approval of the fi nancial statements by the General Meeting.(2) Directors’ fees were deducted from the total variable compensation payable. The amount shown is the remainder paid or still outstanding.(3) Company car.No supplementary pension scheme has been granted by BOURBON, nor any benefi t in kind other than those mentioned in the tables above,for the Chief Executive Offi cer and for each of the two Executive Vice Presidents.5.6.3 Commitments of any kind made by the Company to its corporate officersExecutive Directors coming underthe AFEP-MEDEF recommendationEmploymentcontractSupplementarypension schemeIndemnity or benefitspayable or potentiallypayable due totermination or change offunctionIndemnities relatingto a non-competitionclauseYes No Yes No Yes No Yes NoJacques d’Armand de Chateauvieux,Chairman of the Board of DirectorsStart date of term of offi ce: 06.09.2010End date of term of offi ce: AGM ruling onthe fi nancial statements for the yearended 12.31.2012 x (1) x x xChristian Lefèvre,Chief Executive Offi cerStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 x (2) x x xGaël Bodénès,Executive Vice PresidentStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 Not applicable x x xLaurent Renard,Executive Vice PresidentStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 Not applicable x x (3) xThe AFEP-MEDEF Code of Corporate Governance, which BOURBON uses as a reference, recommends that companies should put an end to the practice of corporateoffi cers also holding employment contracts, but does not make this a requirement:(1) The Chairman of the Board of Directors of BOURBON has an employment contract with Jaccar Holdings, the Group’s managing holding company. This companyinvoices BOURBON for management services in its capacity as an active holding company. On the basis of the information available to it, the Board of Directors ofBOURBON cannot prejudge the stipulations of the employment contract binding Mr. Jacques d’Armand de Chateauvieux to Jaccar Holdings and so is terminating saidcontract. BOURBON made no commitment to Mr. Jacques d’Armand de Chateauvieux with respect to the non-renewal of his term of offi ce as Chief Executive Offi cer.(2) The Board of Directors believes that, in light of the seniority within the Group of Mr. Christian Lefèvre, Chief Executive Offi cer since January 1, 2011, there was nojustifi cation for terminating his employment contract. In fact, his term of offi ce is a continuation of the salaried positions he has held since he joined the Group in 1982and, as such, the Board of Directors believes that terminating Mr. Christian Lefèvre’s employment contract (within the subsidiary “ Bourbon Management” ) would have theeffect of depriving him of the rights associated with his seniority in the Group. It should be specifi ed that the Chief Executive Offi cer does not benefi t from any particularindemnifi cation clause should he leave the Company. The same commitments made previously to Mr. Christian Lefèvre continue to apply to his new term of offi ce.(3) Laurent Renard is not entitled to any termination benefi t under his term of offi ce as corporate offi cer; however, his employment contract, dated before his appointment asExecutive Vice President, contains a clause providing for benefi ts in the event of dismissal following a change of control of BOURBON.BOURBON - 2011 Registration Document 115