2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 207 PARENT COMPANY FINANCIAL STATEMENTS Statutory Auditors’ special report on regulated agreements and commitments 5 STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements and commitments reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. Shareholders’ Meeting held to approve the financial statements for the year ended 31 December 2017 To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such agreements and commitments are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying other such agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any. We conducted the procedures that we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING Agreements and commitments authorized and entered into during the year Pursuant to Article L. 225-40 of the French Commercial Code, the following agreements and commitments, previously authorized by the Board of Directors, have been brought to our attention: With Mrs. Astrid de Lancrau de Bréon, ExecutiveVice-President and Chief Financial Officer of Bourbon Corporation Nature and purpose: Following the appointment by the Board of Directors of Mrs. Astrid de Lancrau de Bréon, formerly Senior Vice-President, as Executive Vice-President, and Chief Financial Officer of Bourbon Corporation on September 4, 2017, the Board of Directors authorized the signature of an agreement on December 4, 2017 to suspend her employment contract as Senior Vice-President that will become effective during her term of office as Executive Vice-President and Chief Financial Officer. Persons involved: Mrs. Astrid de Lancrau de Bréon, Executive Vice-President and Chief Financial Officer of Bourbon Corporation. Terms and conditions applicable during the year: Under this agreement, Mrs. Astrid de Lancrau de Bréon was paid the sum of €6,460.54 for days of paid leave acquired in her capacity as salaried Senior Vice-President and not used as of December 3, 2017. Reasons justifying that such commitments and agreements are in the Company’s interest: Given the nature and scope of Mrs. Astrid de Lancrau de Bréon’s responsibilities under her term of office, combined with those arising from her employment contract, it appeared that the validity requirements involving both an employment contract and a corporate officer mandate had not been met and that this dual situation could not be maintained. The validity of holding two positions depends on a combination of several requirements, including an ongoing distinction between the technical duties assumed under the employment contract and the responsibilities exercised under the corporate officer mandate.
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