REGISTRATION DOCUMENT - Bourbon

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7GeneralOTHER LEGAL AND FINANCIAL INFORMATIONinformation on BOURBON SA and its capitalThe loss, if any, is carried forward after approval of the fi nancialstatements by the shareholders and is charged against the profi tsfrom subsequent years until it is extinguished.The General Meeting has the option of granting to each shareholderfor all or part of the dividend paid out an option between paymentof the dividend in shares, subject to the legal conditions, or in cash.The procedures for payment of the dividends in cash shall be set bythe General Meeting or by the Board of Directors.Cash dividends must be paid within a maximum period of ninemonths after the close of the fi nancial year unless this deadline isextended by court order.However, when a balance sheet prepared during or at the end of theyear and certifi ed by a Statutory Auditor shows that the Companyhas earned a profi t since the end of the previous year and afterthe required depreciation, amortization and provisions, and afterdeduction of any prior losses and sums to be placed in reserve asrequired by the law or bylaws, interim dividends may be paid beforeapproval of the fi nancial statements for the year. The amount of suchdividends may not exceed the amount of the profi t as shown.A request for payment of the dividend in shares must be madewithin a time period set by the meeting, which may not exceed threemonths from the date of the meeting.No dividends may be claimed back from shareholders, unlessdistribution was performed in violation of legal provisions and theCompany deems that benefi ciaries were aware of the irregular natureof this distribution at the time, or could not have not been awarethereof, given the circumstances. Where applicable, claims for refundare limited to three years after the payment of these dividends.Any dividends not claimed within fi ve years of their release forpayment are lapsed.The Ordinary General Meeting may, on the recommendation of theBoard of Directors, decide that the dividend shall be paid in kind.1.7 Purchase by the Company of its own shares(See Management report – section 6.3.1 – Share buyback program,page 52).1.8 Parent company-subsidiary relationsBOURBON SA is a holding company; the fi nancial fl ows with its subsidiaries correspond mainly to the dividends paid by them.As of December 31, 2011, the fi gures for the parent Company, BOURBON SA, and its main subsidiaries are listed below:Consolidated values(except dividends)(in € millions)BourbonOffshoreSurfSonasurfInternacionalShip.BourbonOffshoreInteroil Ship.BourbonShips ASBourbonSupplyInvest.BourbonSupplyAsiaBourbonMaritimeBOURBONSA (listedcompany)Revenues 149.1 213.9 155.3 49.9 0.9 7.4 0.0 -Net property, plant andequipment 221.8 0.1 1.2 333.1 249.3 101.3 7.5 -Financial debt (excl. Group) 66.8 - - 219.0 31.8 22.3 905.1 -Cash and cash equivalents 0.6 6.5 2.0 27.3 0.0 2.3 0.6 1.1Dividends paid during the yearreturning to the listedCompany - - - - - - 100.0 -Aside from the parent company (BOURBON SA), the companiespresented are the most representative of their respective activities:3 for operating companies: Bourbon Offshore Surf, SonasurfInternacional Shipping, Bourbon Offshore Interoil ShippingNavegação, Bourbon Ships AS, Bourbon Supply Asia andBourbon Supply Investissements which alone account for nearly57% of the Group’s revenues. The Group’s remaining revenuesare earned by 41 operating companies;3 for shipowning companies: Bourbon Offshore Surf, BourbonShips AS, Bourbon Supply Investissements and Bourbon SupplyAsia, these four companies representing 28% of the Group’s netproperty, plant and equipment. The other property, plant andequipment are owned by 125 companies, shipowning being thesole activity (mainly tax vehicles) for 77 of them;3 for companies with a fi nancing activity: Bourbon Offshore Surf,Bourbon Ships AS, Bourbon Supply Investissements, BourbonSupply Asia and Bourbon Maritime, which account for nearly57% of the Group’s debt. The remaining fi nancial debt iscarried by 48 companies, shipowning being the sole activity(mainly tax vehicles) for 21 of them. In general, transactionsbetween members of the Group are managed by our centralizedcash-clearing house, the subsidiary Financière Bourbon.156BOURBON - 2011 Registration Document
OTHER LEGAL AND FINANCIAL INFORMATION7General information on BOURBON SA and its capital2 INFORMATION ABOUT THE CAPITALSTOCKThe Company was listed for trading on the second market of theParis Stock Exchange on October 20, 1998.Since February 2004, BOURBON has been classifi ed by Euronext inthe “Oil Services” sector.The BOURBON share was admitted to the SBF 120 index inSeptember 2005. It has been included in the Dow Jones EuroStoxx 600 index since December 19, 2005.BOURBON was admitted for trading on Euronext Paris, as fromJanuary 2006, in capitalization compartment A of Euronext Paris.As from March 28, 2006, the share was included in the DeferredSettlement Service (SRD), and since March 2011 it has beenincluded in the CAC Mid 60 index.2.1 Share capitalAs of December 31, 2011, the number of shares (all of the sameclass) and theoretical voting rights amounted to 67,781,535. Theamount of the capital stock on that date totaled €43,055,075.During 2011, more than 46.2 million shares of BOURBON stockwere traded on the NYSE Euronext Market.As of December 31, 2011, the Company’s market capitalizationamounted to €1,444 million for a latest price listed of €21.30compared with €2,136 million as of December 31, 2010.According to the criteria “number of shares traded”, “capital”,“rotation rate” and “market capitalization”, depending on the month,BOURBON ranked between number 50 and number 90 among thecompanies listed on Euronext Paris.As of December 31, 2011, there were 1,060 employee shareholdersholding stock through the FCPE “Bourbon Expansion” for548,667 shares, or 0.81% of the capital.In the Combined General Meeting of August 23, 2004, double votingrights were eliminated. Moreover, with the exception of treasuryshares (2,710,946 shares as of December 31, 2011), no shares havelimited voting rights.2.2 Position with regard to stock option plansfor new and/or existing sharesThe table below shows all the information related to stock optionplans for new and/or existing shares granted by the Company, inforce as of December 31, 2011.Meeting date05.25.2000 05.30.2008 06.01.2011Plan No. 5 (1) Plan No. 6 (1) Plan No. 7 (1) Plan No. 8 (1) Plan No. 9Date of Board Meeting 12.04.2006 12.10.2007 12.08.2008 08.24.2009 12.05.2011Start date for exercising options 12.04.2010 12.10.2011 12.08.2012 09.24.2013 12.05.2015Expiration date 12.03.2012 12.09.2013 12.07.2014 09.23.2015 12.04.2017Original number of benefi ciaries 60 681 50 895 1,153Total number of stock subscription or purchaseoptions: 57,499 1,561,626 43,076 2,126,850 2,535,500a) Corporate offi cers in this capacity at the timegranted 96,800 (2) 99,000 (3)(2) 150,000 (3)(2)- Incl. Jacques de Chateauvieux- Incl. Christian Lefèvre 48,400 49,500 65,000- Incl. Gaël Bodénès 35,000- Incl. Laurent Renard 48,400 49,500 50,000b) Top ten employee benefi ciaries 26,354 211,750 21,296 235,400 201,000Subscription or purchase price €30.09 €36.35 €17.36 €28.73 €20.00Discounts granted 5% no No no noOptions exercised as of 12.31.2011 532 (4) - - - -Options cancelled or voided as of 12.31.2011 12,245 268,015 8,954 131,780 -Options remaining to be exercised as of12.31.2011 44,722 1,293,611 34,122 1,995,070 2,535,500 5,903,025(1) Numbers of options and exercise prices are adjusted values, as required under applicable regulations, following operations on the BOURBON share.(2) Exercise terms for corporate offi cers from the December 2007 allocations, by decision of the March 10, 2008 Board of Directors’ meeting: mandatory retention of 20% ofthe options exercised for the duration of their position.(3) Options related to performance conditions (see management report – section 3.3.3.2, page 34).(4) In accordance with the terms of the plan.TotalBOURBON - 2011 Registration Document 157
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2011REGISTRATION DOCUMENTFinancial
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BOURBON1IN 2011KEY FIGURES 4STOCK M
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REGISTRATION DOCUMENT - Bourbon

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