REGISTRATION DOCUMENT - Bourbon

5StatutoryCOMPANY FINANCIAL STATEMENTSAuditors’ special report on regulated agreements and commitmentsSTATUTORY AUDITORS’ SPECIAL REPORT ON REGULATEDAGREEMENTS AND COMMITMENTSShareholders’ Meeting held to approve the financial statements for the year ended December 31, 2011To the Shareholders,In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditionsof those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, withoutexpressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant toArticle R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of theseagreements for the purpose of approving them.Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code in respect of theperformance of the agreements and commitments, already authorized by the Shareholders’ Meeting and having continuing effect during theyear, if any.We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors (CompagnieNationale des Commissaires aux Comptes) relating to this engagement. These guidelines require that we agree the information provided to uswith the relevant source documents.AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVALOF THE SHAREHOLDERS’ MEETINGAgreements and commitments authoriz ed during the yearPursuant to Article L. 225-40 of the French Commercial Code, the following agreements and commitments, which were previously authorizedby your Board of Directors, have been brought to our attention.1. With JACCAR HOLDINGS, S.A.Nature and purpose: management services agreement entered into with JACCAR HOLDINGS, S.A. relating to the organization of the sale ofthe BOURBON, S.A. interest in Bourbon BEN LUC.Directors concerned: Mr. Jacques de Chateauvieux, Chairman of BOURBON, and Chairman of Jaccar Holdings, s.a., and Ms. Lan Vo, Directorof Bourbon and Director of Jaccar Holdings, S.A.Date of authoriz ation: Board of Directors’ meeting of March 14, 2011.Terms and conditions: the sale of the BOURBON interest in BOURBON BEN LUC will give rise to the invoicing of an amount equal to 1% ofthe sale price. This agreement had no impact on fi scal year 2011.2. With CROWN HERA, LTD and ZHEJIANG SHIPBUILDING CO, LTD, subsidiaries of SINOPACIFICFirst agreementNature and purpose: order of eight PSV type offshore ships (SPP 35 design) from Zhejiang Shipbuilding Co, LTD via Crown Hera LTd, bothsubsidiaries of SINOPACIFIC.Directors concerned: Mr. Jacques de Chateauvieux, Chairman of BOURBON and Director of SINOPACIFIC and Ms. Lan Vo, Director ofBourbon and Director of SINOPACIFIC.Date of authoriz ation: Board of Directors’ meeting of June 1, 2011.Terms and conditions: the order totaled USD 204.8m and is subject to the terms of the framework agreement signed on June 25, 2010. Itreplaces the initially planned order of 20 SPU 1000s. It resulted in the payment of €24.9 million as at December 31, 2011 corresponding to the15% advances on the order, which are covered by a corporate guarantee issued by SINOPACIFIC.140BOURBON - 2011 Registration Document