REGISTRATION DOCUMENT - Bourbon

MANAGEMENT REPORT3BOURBON SA and its shareholdersIf all the shares were acquired at the maximum price authorizedby the meeting, i.e. €50, the maximum amount of the buybackBOURBON could make would total €338,907,650.Purchases may be made during public offer periods, within the limitsof stock market regulations, and with the sole aim of adhering to asecurities delivery commitment, or paying for an asset acquisitionby means of an exchange and remittance of securities as part of anacquisition or during the launch of a public offer.As of December 31, 2011, the Company had free reserves of€644,455,000.By law, the amount of the program cannot be higher than this fi gureuntil the closure of the parent company accounts for the current year.At January 31, 2012, the breakdown by objective of the treasury shares held was as follows:Objective for holding treasury sharesNumber of shares heldStimulation of the market by an investment service provider 19,515Hedging stock options or other employee shareholding systems 2,693,405External expansion operationsNoneHedging securities giving access to share capitalNoneCancellationNoneTOTAL 2,712,9206.3.2 Summary statement of transactions in accordance with Article L. 621-18-2 of the French Monetary andFinancial CodeTransactions conducted on Company shares during 2011 by the individuals cited in Article L. 621-18-2 of the French Monetary and FinancialCode of which the Company is aware are detailed below:Type of transactionName of corporate officerAcquisition ofshares(quantity)Exercise ofstock-options(quantity)Sale of shares(quantity)Jacques d’Armand de Chateauvieux or related individual or legal entity 72,325Henri d’Armand de Chateauvieux or related individual or legal entity 3,113,050 3,105,530Gaël Bodénès or related individual or legal entity 5,100 9,220 (1) 9,220 (1)(1) Transactions related to stock options granted before his appointment as Executive Vice President6.3.3 Stock options granted to employeesTaking up the option offered by the General Meeting on June 1, 2011,the Board of Directors decided, on December 5, 2011, to authorizea new stock option plan for allocations of new or existing shares.The total number of options granted climbed to 2,535,500, benefi ting1,153 BOURBON Group employees. The option exercise price wasset at €20, i.e. 100% of the average price listed in the twenty StockMarket trading sessions prior to the award. These options can onlybe exercised four years after being awarded, in accordance withregulations.STOCK OPTIONS GRANTED TO THE TEN EMPLOYEES AWARDEDTHE HIGHEST NUMBER OF OPTIONS WHO ARE NOT CORPORATEOFFICERS, AND OPTIONS EXERCISED BY THEMTotal number of optionsawarded/new or existingstock purchasedWeightedaveragepriceOptions granted during the year by the issuer or any Group company authorized to awardoptions, to the ten employees of the issuer or any Group company who were granted thehighest number of options (overall information) 201,000 €20Options held on the issuer and the companies described above exercised during the yearby the ten employees of the issuer or any Group company who were granted the highestnumber of options (overall information) 35,607 €23.73Numbers of options and exercise prices are adjusted values, as required under applicable regulations, following operations on the BOURBON share.BOURBON - 2011 Registration Document 53