REGISTRATION DOCUMENT - Bourbon

3BOURBONMANAGEMENT REPORTSA and its shareholders6.3.4 Employee shareholdingAs of December 31, 2011, through the employees’ mutual fund“Bourbon Expansion FCPE”, 1,060 employee shareholders held atotal of 548,667 shares, representing 0.81% of the share capital.6.4 FACTORS THAT COULD HAVE AN IMPACTIN THE EVENT OF A TAKEOVERCapital structure of the CompanyThe capital structure of the Company is described in section 6.1. ofthe management report.Statutory restrictions on the exercise of voting rightsand stock transfers or contractual clauses of whichthe Company is aware pursuant to Article L. 233-11of the French Commercial CodeThe Company’s bylaws do not stipulate any restriction on theexercise of voting rights and stock transfers. The Company is notaware of any contractual clause pursuant to Article L. 233-11 of theFrench Commercial Code in the year ended December 31, 2011.Direct or indirect interests in its capital that theCompany is aware of pursuant to Articles L. 233-7and L. 233-12 of the French Commercial CodeThis information is detailed in paragraph 6.1. of the managementreport.List of holders of any security conferring specialcontrol rights and a description thereofThe Company has not issued any security conferring special controlrights during the year. No security conferring special control rights isin circulation.Control mechanisms laid down under an employeeshareholding system, when the control rights arenot held by the employeesBOURBON has an employee shareholding system via a mutualinvestment fund “Bourbon Expansion FCPE” which exercises thecontrol rights.Agreements between shareholders of which theCompany is aware that could lead to restrictionson the transfer of stock and the exercise of votingrightsThe Company has no knowledge of any agreement of this typebetween shareholders other than that mentioned in section 2.8 ofthe chapter “Other legal and fi nancial information” of this RegistrationDocument .Rules applicable to the appointment andreplacement of members of the Board of Directorsand amendments to the bylawsThe rules applicable to the appointment and replacement ofmembers of the Board of Directors comply with prevailing regulationsand the consolidated AFEP-MEDEF Code. Article 13 of the bylawsmentioned in the section entitled “Information about the Company”in the Registration Document sets out the rules for the appointmentof Directors.The rules applicable to amendments to the bylaws comply withprevailing regulations. Amendments to the bylaws, except in casesexpressly stipulated by law, come under the exclusive competenceof the Extraordinary General Meeting. The Company has notidentifi ed any signifi cant impact concerning these rules in the eventof a takeover.Powers of the Board of Directors, in particular theissue or repurchase of stockA table summarizing the delegations of authority and the powersgranted by the General Meeting to the Board of Directors for capitalincreases is annexed to this management report.Agreements made by the Company that will beamended or terminated in the event of a changeof control of the Company, the disclosure of which(apart from mandatory disclosure cases) does notseriously affect its interestsThe majority of the bank loans concluded by BOURBON containclauses allowing the bank to demand early repayment of the loan inthe event of a change of control of BOURBON.Most of the shareholders’ pacts signed by BOURBON with externalpartners on the establishment of joint ventures include exit clauses inthe event of change of control of either of the parties, enabling eachof them, either to sell its stake to the other or, in the event of failureto agree between them on the buyout of their respective stake, toliquidate the Company.The construction contracts do not contain any clause that couldcome into play in the event of a change of control of BOURBON.There is no provision in these contracts that could call the fi nancialconditions into question, such as, for example, the departure ofJacques d’Armand de Chateauvieux.Agreements providing for indemnities to membersof the Board of Directors or employees if they resignor are dismissed for no real or serious cause or iftheir employment is terminated due to a takeoverThe original employment contract for Laurent Renard includes aclause providing benefi ts in the event of redundancy due to a changein control of BOURBON. This clause is not related to the corporateoffi ce subsequently conferred on Laurent Renard.54BOURBON - 2011 Registration Document