REGISTRATION DOCUMENT - Bourbon

3ProposalsMANAGEMENT REPORTof the Board of Directors7.5 DELEGATIONS OF AUTHORITY TO BEGIVEN TO THE BOARD OF DIRECTORSTO ISSUE ORDINARY SHARES AND/ORTRANSFERABLE SECURITIES GIVINGACCESS TO COMPANY EQUITY AND/ORGIVING ENTITLEMENT TO THE AWARD OFDEBT SECURITIES WITH CONTINUED PRE-EMPTIVE SUBSCRIPTION RIGHTS,The General Meeting will be asked to delegate its authority to theBoard of Directors for a period of twenty-six (26) months, for thepurposes of increasing the share capital on one or more occasions,with continued pre-emptive subscription rights for shareholders, upto a maximum of eight million euros (€8,000,000).Your company currently has no particular acquisition or expansionplans requiring any calls to be made on its shareholders, but simplywishes to retain the option of increasing its share capital shouldthis prove to be necessary or should an attractive opportunity arise(acquisition, business expansion etc.).The capital increase for which authorization would be delegatedto your Board of Directors could be implemented in one or moretranches, by issuing any transferable securities (ordinary shares,composite transferable securities, combinations of debt securitiesand equity securities, etc.).Your Board of Directors would set the terms of each issue (securitiesto be issued, subscription price etc.) within legal limits and, as aresult, would have the power to amend the bylawsShareholders would have the right to subscribe on the basis of rightsto both new and existing shares.Should this authorization be used, shareholders would be informedby the provision of an additional report issued by the Board ofDirectors, describing the terms and conditions of the issue.7.6 DELEGATIONS OF AUTHORITY TO BEGIVEN TO THE BOARD OF DIRECTORSTO ISSUE ORDINARY SHARES AND/ORTRANSFERABLE SECURITIES GIVINGACCESS TO COMPANY EQUITY AND/ORGIVING ENTITLEMENT TO THE AWARD OFDEBT SECURITIES WITH ELIMINATION OFPRE-EMPTIVE SUBSCRIPTION RIGHTS BYPRIVATE PLACINGThe General Meeting will be asked to grant a delegation of authorityfor a period of twenty-six (26) months, for the purposes of issuing,in one or more tranches, on the dates and in the proportions to beset by it, onto the French and/or international market, by means ofan offer referred to in Article L. 411-2 of the French Monetary andFinancial Code, either in euros, or in foreign currency or in any otherunit of account established in reference to a series of currencies,ordinary shares and/or transferable securities giving immediate orfuture access, at any time or on a set date, to ordinary Companyshares, whether by subscription, conversion, exchange, redemption,presentation of warrant or by any other means, and/or transferablesecurities giving entitlement to debt securities.The following proposals will be made to the meeting:3 to set the nominal overall amount of ordinary shares likely to beissued at no more than four million euros (€4,000,000) with athreshold of 20% of share capital per year, not including equitysecurities to be issued, where necessary, due to adjustmentsmade, in accordance with legal requirements and, as required,to contractual stipulations providing for other circumstanceswhere adjustments are to be made in order to preserve the rightsof holders of transferable securities giving access to companyequity. This threshold is independent of all the other thresholdslaid down by the resolutions adopted by this General Meeting;3 to set the nominal amount of equity securities likely to be issuedunder this authorization at no more than two hundred millioneuros (€200,000,000). This threshold is independent of all theother thresholds laid down by the resolutions adopted by thisGeneral Meeting.3 to eliminate shareholders’ pre-emptive subscription right toordinary shares and transferable securities giving access tocompany equity and/or to debt securities;3 to decide that the sums payable, or which should be payable,to the Company for each of the ordinary shares issued underthis delegation of authority, after taking into consideration, in theevent of the issue of autonomous warrants, the issue price ofsuch warrants, shall be at least equal to the minimum legal andregulatory requirement applicable when the Board of Directorsimplements the authorization.56BOURBON - 2011 Registration Document