REGISTRATION DOCUMENT - Bourbon

COMPANY FINANCIAL STATEMENTS5Statutory Auditors’ special report on regulated agreements and commitmentsSecond agreementNature and purpose: order for fi ve PSV type offshore ships (SPP 17 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 amounting to USD 72.9 million resulted in the payment of advances totaling €10.7 million as atDecember 31, 2011. The fi rst two advances are covered by a corporate guarantee from SINOPACIFIC that will be replaced by a bankguarantee for payment of the third advance, issued at the request of ZHEJIANG SHIPBUILDING CO, LTD, to CROWN HERA LTD, whichtransferred it to BOURBON.AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETINGAgreements and commitments approved during previous years and having continuing effect during the yearPursuant to Article R. 225-30 of the French Commercial Code, the following agreements and commitments, which were previously authorizedby the Shareholders’ Meeting during previous years, have had continuing effect during the year.1. With SINOPACIFICNature and purpose: s hip orders from SINOPACIFIC, with advances on construction contracts.Terms and conditions: i n 2011, 18 ships were delivered for a total amount of €245.2 million. As at December 31, 2011, orders in progresscovered 15 ships for a total amount of €430.8 million and resulted in the payment of advances totalling €286.6 million, fully covered by advancepayment guarantees granted by CANA TERA S.A.S. (formerly JACCAR, S.A.S) jointly and severally with EVERGREEN, by SINOPACIFIC andby bank guarantees.2. With WEST ATLANTIC SHIPYARDNature and purpose: ship orders from West Atlantic Shipyard, with advances on construction contracts.Terms and conditions: i n 2011, six ships were delivered for a total of €11.6 million. As at December 31, 2011, orders in progress coveredsix ships for a total amount of €13.6 million, resulting in the payment of advances totaling €10.6 million.3. With SEASNature and purpose: ship orders from SEAS, with advances on construction contracts.Terms and conditions: i n 2011, fi ve ships were delivered, for a total amount of €8.8 million. As at December 31, 2011, orders in progresscovered fi ve ships for a total amount of €4.5 million, resulting in the payment of advances totalling €2.4 million.4. With PIRIOUFirst agreementNature and purpose: ship orders from PIRIOU, S.A.S., with advances on construction contracts.Terms and conditions: no ships were delivered in 2011. As at December 31, 2011, the sole order in progress involved one ship for a totalamount of €4.1 million, resulting in the payment of advances totaling €3.5 million.Second agreementNature and purpose: o rder for 42 rescue boats, with an option to buy 40 additional units from PIRIOU, S.A.S., for a total estimated amount of€8 million. These rescue boats are intended to be installed aboard the ships ordered by your Group and currently in the process of being built.Terms and conditions: a s at December 31, 2011, the 42 rescue boats initially planned were ordered for €4.9 million, resulting in the paymentof advances totaling €1.2 million.Third agreementNature and purpose: study to be entrusted to PIRIOU for the design of four FSIVs with updated and improved functionalities compared tothose on the current FSIVs making up the fl eet.Terms and conditions: the study resulted in a fi rm order with SEAS shipyards in the fi rst half of 2011, at a unit price of €6.4 million. For each ofthe four ships ordered, BOURBON benefi ts from a guarantee from PIRIOU, the holding company of the PIRIOU Group to which SEAS belongs,in order to secure repayment of the initial advances paid, for a total amount of €5.6 million as at December 31, 2011.BOURBON - 2011 Registration Document 141