2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 57 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 accordance with Article L. 225-100 of the French Commercial Code amended by Order no. 2017-1162 dated July 12, 2017: 3 The Chairman and Chief Executive Officer may be granted stock subscription and/or purchase options as well as bonus shares under the conditions set out in section 3.8.1 «General principles for determining the compensation of Executive Directors»; 3 The Chairman and Chief Executive Officer may, under certain conditions, receive severance payments or compensation for a non-competition undertaking capped at 24 months of his or her annual compensation. 3.8.3 Principle and criteria for determining the compensation of the Chief Executive Officer for the 2018 fiscal year 3 Directors’ fees: the Chief Executive Officer holding a term of office within BOURBON Corporation may receive and retain Directors’ fees paid by the Company up to the limit set by the Shareholders’ Meeting, and in accordance with the allocation rule defined by the Board. 3 Annual fixed compensation: the Chief Executive Officer receives fixed compensation in respect of his or her term of office, determined by the Board of Directors on the recommendation of the Nominating, Compensation and Governance Committee. 3 Annual variable compensation: the Chief Executive Officer receives variable compensation in respect of his or her term of office, determined by the Board of Directors on the recommendation of the Nominating, Compensation and Governance Committee. The formula for calculating this variable compensation is reviewed annually by the Nominating, Compensation and Governance Committee and the Board of Directors. At itsmeeting of March 14, 2018, the Board of Directors decided that a calculation method based on fixed compensation would be retained. The variable component may reach 50% of fixed compensation if targets are met, and 70% if the targets are exceeded. The targets for the 2018 fiscal year, based on the objectives of the 2018 budget, would be as follows: Target % ECONOMIC PARAMETERS: 40% - Target objective for EBITDA excluding capital gains(1) 20% - Objective for Days Sales Outstanding (DSO)(2) 20% HSE/OPERATIONAL PARAMETERS: 40% - Target objective for average fleet utilization rate(3) 20% - Target objective for Total Recordable Incidents Rate (Group TRIR)(4) 20% PERSONAL CONTRIBUTION: 20% TOTAL 100% The method used to determine the achievement of the target objectives for each parameter (economic/operational) would continue to be based on the application of a graduation according to the result (R) reached of the target objective (TO). 1) R = 110% TO = 150% R = 100% TO = 100% R = 90% TO = 50% R < 90% TO = 0% 2) R = 110% TO = 150% R = 100% TO = 100% R = 90% TO = 50% R < 90% TO = 0% 3) R > 105% TO = 150% R = 100% TO = 100% R > 98% TO = 50% R < 98% TO = 0% 4) R = 110% TO = 140% R = 105% TO = 120% R = 100% TO = 100% R = 95% TO = 80% R < 95% TO = 0% In any event, this compensation must meet the requirements of the AFEP-MEDEF Code of Corporate Governance and may only be paid after approval by a Shareholders’ Meeting in accordance with Article L. 225-100 of the French Commercial Code. The Chief Executive Officer may be allocated stock subscription and/or purchase options as well as bonus shares, under the conditions provided for in paragraph 3.8.1; Under certain conditions, he may be paid retirement benefits, or indemnities under a non-competition commitment, up to an amount not exceeding 24 months of his annual compensation. Benefits of anykind: The Chief Executive Officer may be provided with a company car and unemployment insurance for senior executives.