2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 230 OTHER LEGAL AND FINANCIAL INFORMATION 6 Draft resolutions for the Combined General Meeting of May 30, 2018 Thirteenth resolution – Approval of the compensation components paid or granted to Mr. Christian Lefèvre, Chief Operating Officer, for the fiscal year ended December 31, 2017 The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the overall compensation and benefits of any kind paid or granted to Mr. Christian Lefèvre in respect of his position as Chief Operating Officer until September 30, 2017 inclusive for the fiscal year ended December 31, 2017, as described on pages 49 et seq . of the 2017 Registration Document. Fourteenth resolution – Approval of the compensation components paid or granted to Ms. Astrid de Lancrau de Bréon, Chief Financial Officer, in respect of the fiscal year ended December 31, 2017 The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the overall compensation and benefits of any kind paid or granted to Ms. Astrid de Lancrau de Bréon in respect of her position as Chief Financial Officer since October 1, 2017 for the fiscal year ended December 31, 2017, as described on pages 49 et seq . of the 2017 Registration Document. Fifteenth resolution − Authorization for the Board of Directors to arrange for the Company to buyback its own shares, as provided for under Article L. 225-209 of the French Commercial Code The General Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings and in light of the report of the Board of Directors, authorizes the Board for a period of 18 months, as provided for under Articles L. 225-209 et seq. of the French Commercial Code, to proceed with the purchase, in one or more steps and at times of its choosing, of the Company’s shares, up to the limit of 5% of the overall number of shares composing the share capital, this ceiling being adjusted where necessary to allow for possible increases or reductions of capital in the course of the program. This authorization terminates the previous authorization granted to the Board by the General Meeting of May 23, 2017 in its 16 th ordinary resolution. The shares may be purchased for any purpose permitted by law, including: 3 stimulating the secondary market or maintaining the liquidity of BOURBON Corporation shares through an investment service provider under a liquidity contract in accordance with the AMAFI Code of professional practice as approved by the French Financial Markets Authority (AMF); 3 holding shares to cover stock option plans and/or bonus share allotment plans (or similar plans), for the benefit of employees and/or representatives of the Group, and to allow allotments of shares within the scope of a company or group savings plan (or similar plan) or as part of employee participation in the results of the Company and/or any other form of share allotment to employees and/or corporate officers of the Group; 3 the possible canceling of the shares thus acquired, subject to the authorization to be granted by this Shareholders’ Meeting in its sixteenth extraordinary resolution. These share purchases may be transacted by any means, including acquisition of blocks of shares, at such times as the Board may choose. The Company reserves the right to use options and derivatives within the bounds of applicable regulations. The maximum purchase price is fixed at €23 per share. In the event of any transaction affecting the capital, notably stock splits, consolidation of shares or allocation of bonus shares, the above- mentioned sum will be adjusted proportionally (multiplication coefficient equal to ratio between the number of shares forming the capital prior to the transaction and the number of shares following the transaction). The ceiling for the transaction is thus fixed at €89,124,080. The General Meeting grants full powers to the Board of Directors, which may delegate those powers, to proceed with these operations, to fix the terms and conditions thereof, to enter into any agreements and to satisfy all formalities.
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