REGISTRATION DOCUMENT - Bourbon

7ProposedOTHER LEGAL AND FINANCIAL INFORMATIONresolutions to be put to the Combined General MeetingThe nominal value of debt securities in the Company which maybe issued may not exceed three hundred and fi fty million euros(€350,000,000), or the equivalent of this sum in the case of issue inother currency or units set with reference to several currencies, at thedate of the issuance decision.The ceilings mentioned above are independent of all other ceilingsset forth by the other resolutions of the present meeting.The General Meeting authorizes the Board of Directors, in the eventof excess demand, to increase the maximum ceiling of the capitalincrease(s) within a limit of 15% of the initial issue and the ceiling setforth by this resolution, as provided for under Articles R. 225-135-1and R. 225-118 of the French Commercial Code.In the case where the Board of Directors were to avail itself of thisdelegation of authority with regard to the issue of ordinary shares orsecurities giving access to company equity:a/ decides that the issue or issues of ordinary shares orsecurities giving access to Company equity will bereserved in priority for shareholders able to subscribe on anirreducible basis;b/ decides thatif the subscriptions on an irreducible and, as thecase may be, reducible basis have not absorbed all of the issuementioned in a/, the Board of Directors may use the followingoptions:3 limit the amount of the issue to the amount of the subscriptions,provided that it reaches ¾ of the issue decided upon,3 freely allot all or part of the unsubscribed securities,3 offer all or part of the unsubscribed securities to the public.The General Meeting takes due note of these provisions and decides,in case of need:3 that the present delegation includes authority for the Board ofDirectors to set the subscription price for shares and securities tobe issued, within the bounds of legislation;3 that the present delegation of authority includes, by right and byoperation of law, a waiver, in favor of holders of securities liableto be issued and giving access, immediately or subsequently, tothe Company’s equity securities, of the shareholders’ preferentialright of subscription to those equity securities to which the saidsecurities may give entitlement.The General Meeting decides, in accordance with law, that the Boardof Directors will have full powers, with right of sub-delegation in favorof its Chief Executive Offi cer, under the terms and conditions set bylaw, to implement the present delegation of authority and determinethe terms of issue, to safeguard the rights of holders of securities,to record the completion of the issues and to proceed with thecorrelative amendments to the bylaws, to charge, as it deemsappropriate, the costs of the capital increases to the amount of thecorresponding premiums and withdraw, from this amount, the sumsnecessary to bring the legal reserve up to one tenth of the statedcapital after each increase and, more generally, to do whatever isnecessary for these purposes.For the case of issuance of securities entitling holders to apply forsecurities representing a portion of the Company’s capital, withinthe scope of this present delegation, the General Meeting explicitlydelegates authority to the Board of Directors to increase the sharecapital in accordance with the exercise of these rights.This delegation, which replaces and cancels any previous delegationwith the same purpose, is granted for a term of twenty-six (26)months.Thirteenth resolutionThe General Meeting, after having heard the Directors’ reportand the Statutory Auditors’ special report and in accordancewith the provisions of the French Commercial Code, specifi callyArticle L. 225-136:1. delegates its authority to the Board of Directors to proceedwith, in one or more operations and in such proportions and atsuch times as the Board considers appropriate, on the Frenchand/or international market, with reference to an offer referredto in part II of Article L. 411-2 of the French Monetary andFinancial Code, either in euros or another currency or any otherunit set with reference to several currencies, the issuance of:3 ordinary shares,3 and/or securities giving immediate or subsequent entitlement,at any time or at some fi xed date, to ordinary Company shares,whether by subscription, conversion, exchange, repayment,presentation of a warrant or in any other way,3 and/or marketable securities giving entitlement to the allotmentof debt securities.As provided for under Article L. 228-93 of the French CommercialCode, the securities to be issued may give entitlement to ordinaryshares of any company possessing, directly or indirectly, morethan half of its capital stock or of which it directly or indirectlypossesses a majority shareholding;2. sets the duration of the validity of this delegation at twenty-six(26) months, as of the date of the present meeting;3. the total nominal value of the ordinary shares which may beissued pursuant to this delegation may not exceed four millioneuros (€4,000,000), with the additional provision that it will belimited to 20% of the share capital per year.Where necessary, the par value of the ordinary shares to beissued in order to safeguard, in accordance with the law and,where applicable, any contractual stipulations providing forother adjustments, the rights of holders of securities givingaccess to Company equity, will be added to this ceiling.This ceiling is independent of all ceilings set forth by the otherresolutions of the present meeting.The nominal value of debt securities in the Company whichmay be issued pursuant to this delegation may not exceed twohundred million euros (€200,000,000).168BOURBON - 2011 Registration Document