REGISTRATION DOCUMENT - Bourbon

7StatutoryOTHER LEGAL AND FINANCIAL INFORMATIONAuditors’ report on the issue of sharesSTATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARESOR MARKETABLE SECURITIES WITH RETENTION OF PREFERENTIALSUBSCRIPTIONExtraordinary Shareholders’ Meeting of June 1, 2012 (fifteenth resolution)To the Shareholders,In our capacity as Statutory Auditors of your Company and in accordance with the procedures provided for in Article L. 228-92 of the FrenchCommercial Code (Code de Commerce), we hereby report to you on the proposed delegation of authority to the Board of Directors to decideon the issue of ordinary shares or marketable securities conferring entitlement to ordinary shares in order to pay for the benefi ts-in-kind grantedto the Company and comprising equity securities or marketable securities conferring entitlement to capital when the provisions of ArticleL. 225-148 of the French Commercial Code are not applicable, a transaction on which you are asked to vote.The maximum share capital increase likely to result from this issue may not exceed 10% of the share capital on June 1, 2012, the date of thisShareholders’ Meeting.Your Board of Directors proposes that, based on its report, you grant it, for a period of 26 months, the authority to decide on the issue ofmarketable securities with retention of your preferential subscription rights. Where necessary, the Board of Directors will determine the fi nalterms and conditions of this transaction.It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code.Our role is to express an opinion on the fairness of the quantifi ed data extracted from the fi nancial statements and on certain other informationpertaining to these transaction provided in this report.We performed the procedures that we considered necessary in accordance with the professional guidelines of the French National Instituteof Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. Such procedures consisted inverifying the contents of the Board of Directors’ report relating to this transaction and the conditions in which the issue price of the equitysecurities to be issued shall be determinated.Subject to the subsequent review of the terms and conditions of the issue that will be decided, we have no comments to make on theprocedures for determining the issue price of the equity securities to be issued, as given in the Board of Directors’ report.As the fi nal issue terms and conditions have not yet been determined, we do not express an opinion on the latter.In accordance with Article R. 225-116 of the French Commercial Code, we will issue an additional report, if necessary, when your Board ofDirectors uses this authorization.Lyon and Marseille, March 22, 2012The Statutory AuditorsEurAAudit C.R.CCabinet Rousseau ConsultantsAlexandre BRISSIERDeloitte & AssociésHugues DESGRANGES174BOURBON - 2011 Registration Document