2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 55 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 The allotted shares were covered by the share buy-back that took place in 2015. Meeting date June 1, 2011 Date of Board meeting December 2, 2013 Number of beneficiaries 2,103 Total number of bonus shares allocated 767,400 Corporate officers - Vesting date of the shares for French residents December 2, 2015 (1) Vesting date of the shares for foreign residents December 2, 2017 (1) End of lock-up period December 2, 2017 Total number of canceled or voided shares 135,600 Shares awarded(1) to French residents at the end of two years 312,000 Bonus shares granted to foreign residents in 2017 319,200 (1) The vesting period is two years for French residents (followed by a two-year lock-up period) and four years for foreign residents (with no lock-up period). This bonus share award plan thus ended on December 2, 2017. 3.8 PRINCIPLES AND CRITERIA FOR THE DETERMINATION, ALLOCATION AND GRANTING OF FIXED,VARIABLE AND EXCEPTIONAL ITEMS COMPRISING TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO EXECUTIVE DIRECTORS IN 2018 In accordance with Article L. 225-37-2 of the French Commercial Code as amended by ruling no. 2017-1162 dated July 12, 2017, we hereby present below the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional components of the overall compensation and benefits of any kind to be awarded to the Chairman and Chief Executive Officer, to the Chairman of the Board of Directors, to the Chief Executive Officer (due to the separation of functions that occurred during the fiscal year) and to the Chief Operating Officers pursuant to their terms of office. The Board of Directors submits for the approval of the Combined Shareholders’ Meeting the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional components of the overall compensation and benefits of any kind to be awarded to the Chairman and Chief Executive Officer, to the Chairman of the Board of Directors, to the Chief Executive Officer (due to the separation of functions that occurred during the fiscal year) and to the Chief Operating Officers pursuant to their terms of office, for the 2018 fiscal year, as described below (see paragraph 6 of this document setting out the resolutions to the Shareholders’ Meeting of May 30, 2018). In accordance with Article L. 225-37-2 of the French Commercial Code, we declare that the payment of the variable and exceptional components of compensation presented in the present report will be subject to the approval of the compensation of the persons in question by the Shareholders’ Meeting that will take place in 2019 in order to approve the financial statements for the 2018 fiscal year. 3.8.1 General principles for determining the compensation of Executive Directors The principles for determining the compensation of Executive Directors are set by the Board of Directors on the recommendation of the Nominating, Compensation and Governance Committee in accordance with the provisions of the AFEP-MEDEF Code of Corporate Governance as revised in November 2016 and which oversees compliance with the following principles: 3 the compensation policy is tailored to reflect the responsibilities of each person and ensures that the compensation components fit the Group’s overall compensation policy for executives in key positions; 3 the compensation policy must remain consistent with those of fellow companies of the same size and for similar positions, and with international companies operating in the same business sector; 3 the compensation of Executive Directors is composed of a fixed component and a variable component; 3 the remuneration criteria for the variable component are reviewed each year in order to remain aligned with the Company’s strategy. The amount of the variable component may not exceed a given percentage of the fixed component; 3 the allocation of stock options or the allocation of bonus shares must reflect a policy of proportional distribution that is not concentrated on the Executive Directors. It is conditional on performance criteria. If they exercise their options or in the case of definitive allocation of bonus shares, the Executive Directors will have to retain 20% of the shares until the end of their tenure. The stock options granted for new and/or existing shares reflect a policy of proportional distribution which is not