REGISTRATION DOCUMENT - Bourbon

MANAGEMENT REPORT3Proposals of the Board of Directors7.7 DECIDING HOW TO SET THESUBSCRIPTION PRICE IN THE EVENTOF ELIMINATION OF PRE-EMPTIVESUBSCRIPTION RIGHTS UP TO ANANNUAL LIMIT OF 10% OF CAPITALWe propose, in accordance with Article L. 225-136-1 paragraph 2of the French Commercial Code, that if the Board of Directorsdecides to issue ordinary shares or transferable securities givingaccess to equity with elimination of pre-emptive subscription rights,by public offer and/or by private placement, you should authorize itto waive, up to the legal limit of 10% of share capital per year, theaforementioned price-setting requirements and to set the issue pricefor equity securities and similar instruments to be issued as follows:This issue price of equity securities and similar instruments to beissued immediately or in the future may not be lower, at the Board ofDirector’s discretion:3 than either the average weighted price of the Company share onthe day prior to the day prior to the issue price being set, possiblyless a maximum discount of 15%;3 or than the average of fi ve consecutive share price listingsselected from the last 30 stock market sessions prior to the issueprice being set, possibly less a maximum discount of 10%.The nominal overall amount of ordinary shares likely to be issuedunder this authorization may not exceed 10% of the share capital onthe day of the General Meeting, this amount being independent ofall other thresholds laid down by resolutions adopted by the GeneralMeeting.Where necessary, the par value of the ordinary shares to be issued inorder to safeguard, in accordance with the law and, where applicable,any contractual stipulations providing for other adjustments, therights of holders of securities giving access to Company equity, willbe added to this ceiling.7.9 AMENDMENTS TO BYLAWSThe General Meeting is asked to harmonize the Company’s bylawswith the legal provisions in force, as follows:3 in Article 9 Bis of the bylaws by replacing “the organization withresponsibility for securities clearing” with “central depository”;3 in the seventh paragraph of Article 17 of the bylaws, by statingthat agreements relating to current operations and concludedunder normal conditions are not subject to legal authorization andapproval procedures.The Board of Directors7.8 DELEGATION OF AUTHORITY TO THEBOARD OF DIRECTORS FOR THEPURPOSE OF INCREASING CAPITALWITH A VIEW TO REMUNERATINGCONTRIBUTIONS IN KIND OF EQUITYSHARES OR TRANSFERABLE SECURITIESGIVING ACCESS TO EQUITYThe General Meeting will be asked to grant the Board a delegation ofauthority for a period of twenty-six (26) months, and in accordancewith the limits imposed by law, for the purpose of issuing ordinaryshares or transferable securities giving access to ordinary shareswith a view to remunerating contributions in kind made to theCompany and comprising equity securities or transferable securitiesgiving access to equity when the provisions of Article L. 225-148 ofthe French Commercial Code are not applicable.BOURBON - 2011 Registration Document 57