REGISTRATION DOCUMENT - Bourbon

7ProposedOTHER LEGAL AND FINANCIAL INFORMATIONresolutions to be put to the Combined General MeetingFifth resolutionThe General Meeting, resolving under the conditions of majority andquorum required for Ordinary General Meetings and having heardthe Directors’ report, decides to allow the Directors an overall sumof two hundred and forty thousand euros (€240,000) as fees for thefi nancial year 2011 and subsequent periods.Sixth resolutionThe General Meeting, resolving under the conditions of majorityand quorum required for Ordinary General Meetings, notes thatMs. Agnès Pannier-Runacher’s term of offi ce as Director is coming toits end and decides to renew this tenure for a period of three years,i.e. until the close of the General Meeting held in 2015 to decide onthe accounts for the fi nancial year closed on December 31, 2014.Seventh resolutionThe General Meeting, resolving under the conditions of majorityand quorum required for Ordinary General Meetings, notes thatMr. Philippe Sautter’s term of offi ce as Director is coming to its endand decides to renew this tenure for a period of three years, i.e.until the close of the General Meeting held in 2015 to decide on theaccounts for the fi nancial year closed on December 31, 2014.Eighth resolutionThe General Meeting, resolving under the conditions of majority andquorum required for Ordinary General Meetings, notes that Mr. MarcFrancken’s term of offi ce as Director is coming to its end and decidesto appoint Mr. Mahmud B. Tukur, residing at Flat 6A, Manuwa Court,Manuwa Street, Ikoyi, Lagos, Nigeria as replacement Director, for aperiod of three years, i.e. until the close of the General Meeting heldin 2015 to decide on the accounts for the fi nancial year closed onDecember 31, 2014.Ninth resolutionThe General Meeting, resolving under the conditions of majority andquorum required for Ordinary General Meetings and after havingheard the Board’s report and examined the description of the sharebuyback program, decides:3 to put an end to the current buyback program decided by theCombined General Meeting of June 1, 2011, under the terms ofthe fourteenth ordinary resolution;3 to adopt the following program and, for such purposes:1) authorizes the Board of Directors, with powers of sub-delegation,in accordance with the stipulations of Articles R. 225-209 etseq. of the French Commercial Code, to purchase Companyshares within the limit of 10% of the share capital, adjusted asthe case may be to allow for possible increases or reductionsof capital in the course of the program but never exceedingthis ceiling of 10%, on condition that the maximum percentageof shares acquired by the Company as treasury stock and forlater use as payment or exchange within the scope of a merger,corporate break-up or capital contribution plan be limited to 5%in compliance with applicable French legislation;2) decides that shares may be purchased with a view to:3 stimulating the markets or the liquidity of the BOURBON sharethrough an investment service provider, operating whollyindependently within the scope of a liquidity contract underthe rules of professional conduct of the AMAFI approved bythe French Financial Services Authority (AMF),3 holding them for later use as payment or exchange withinthe scope of external expansion operations initiated by theCompany,3 allotting shares to employees and authorized agents of theCompany or its Group to cover bonus share or stock optionallotment plans or as part of their benefi cial participationin the expansion of the Company or within the scope of ashareholding plan or an employee savings plan,3 handing over stock upon exercise of rights attached tosecurities which, by way of conversion, exercise, repaymentor exchange, entitle the exerciser to allotment of Companyshares within the bounds of stock market regulations,3 canceling them, by way of equity reduction, as prescribed bylaw, subject to adoption of the eleventh ordinary resolutionbelow;3) decides that the maximum purchase price per share cannotexceed fi fty euros (€50), excluding costs;4) decides that the Board of Directors may nevertheless adjustthe above-mentioned purchase price in the same proportions(coeffi cient of the ratio between the number of sharescomprising the capital stock before the transaction and thenumber of shares after the transaction), in the event of anychange in the par value of the shares, any increase of capitalby capitalization of reserves and stock dividend, stock-split orconsolidation of shares, any redemption of shares, reductionof capital, distribution of reserves or other assets or any othertransactions affecting the shareholders’ equity, in order to allowfor the incidence of these operations on the share value;5) decides that the maximum sum of funds set aside for thisshare purchase program cannot exceed three hundred andthirty-eight million, nine hundred and seven thousand, sixhundred and fi fty euros (€338,907,650);6) decides that the shares can be purchased, on one or moreoccasions, by any means – and notably wholly or partiallythrough transactions on the market or through purchaseof blocks of stock and, as the case may be, through OTCtransactions, public purchase offers or exchange offers, or byuse of options or derivatives other than sale of put options inaccordance with the AMF recommendation of November 19,2009 – and at any times considered appropriate by the Board,including during public offers, within the bounds authorized bystock market regulations, and in the sole aim of respecting acommitment to deliver shares or of compensating an acquisitionof assets by exchange and transfer of shares within the scope ofan external growth operation already in progress upon launchingof the public offer;166BOURBON - 2011 Registration Document