REGISTRATION DOCUMENT - Bourbon

5StatutoryCOMPANY FINANCIAL STATEMENTSAuditors’ special report on regulated agreements and commitments5. With JACCAR HOLDINGS, S.A.Nature and purpose: management services agreement entered into with JACCAR HOLDINGS, S.A.Terms and conditions: the pre-tax amount of services invoiced for FY 2011 consists of a fi xed portion of €360,000. The sum of €392,000 wasalso invoiced for the 2010 variable portion (1% of the consolidated net income-Group share; this variable portion was capped at €500,000).6. With MARINE, S.A.S.Nature and purpose: management services agreement entered into with MARINE, S.A.S.Terms and conditions: t he amount, excluding taxes, of the services invoiced, in respect of fi scal year 2011, is €150,000.7. With CROWN HEATHER, Ltd., subsidiary of the SINOPACIFIC groupNature and purpose: o rders for four “SPA 80” offshore ships from CROWN HEATHER, Ltd., for a total amount of USD 71.2 million.Terms and conditions: this order gave rise to the payment of advances totaling €10.6 million as at December 31, 2011, fully covered by anadvance payment bank guarantee issued at the request of ZHEJIANG SHIPBUILDING CO, LTD, to CROWN HEATHER LTD, which transferredit to BOURBON.8. With CROWNSHIP, Ltd. and ZHEJIANG SHIPBUILDING, Co, subsidiaries of SINOPACIFICNature and purpose: c onclusion of a framework agreement with BOURBON OFFSHORE,subsidiary of BOURBON, S.A. for 62 ships, (includingthe four “SPA 80” offshore ships mentioned above), to be delivered between 2012 to 2014, for a total amount of approximately USD 1 billion.Terms and conditions: under this agreement, orders in progress as at December 31, 2011 involved 38 ships for a total amount ofUSD 727.6 million and resulted in the payment of advances totaling €120.0 million, fully covered by advance payment guarantees. For eachship, the fi rst two advances are covered by a corporate guarantee from SINOPACIFIC that will be replaced by a bank guarantee for paymentof the third advance, issued at the request of ZHEJIANG SHIPBUILDING CO, LTD, to CROWN HERA LTD, which transferred it to BOURBON.9. With CROWNSHIP, Ltd, subsidiary of SINOPACIFICNature and purpose: a s part of a USD 400 million loan that the China Exim Bank has agreed to make available to CROWNSHIP, Ltd, subsidiaryof SINOPACIFIC, BOURBON, SA has been requested to provide a loan repayment guarantee to China Exim Bank; this guarantee would takeeffect as of the signature date of the loan and would end upon delivery of the ships fi nanced by the loan.Terms and conditions: this guarantee came into effect on November 16, 2011. As at December 31, 2011, the amount drawn down bySINOPACIFIC group companies, and covered by this guarantee, was USD 47.2 million.SECURITIES, ENDORSEMENTS AND GUARANTEESSecurities and guarantees for an authorized total of €30,000,000 were granted by the Board of Directors at its meeting of August 29, 2011.No other securities were issued during the year.Lyon and Marseille, March 22, 2012The Statutory AuditorsEurAAudit C.R.CCabinet Rousseau ConsultantsAlexandre BRISSIERDeloitte & AssociésHugues DESGRANGES142BOURBON - 2011 Registration Document