2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 58 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3.8.4 Principle and criteria for determining thecompensationof theChairmanof the Board of Directors in respect of fiscal year 2018 3 Directors’ fees: the Chairman of the Board of Directors may receive and retain Directors’ fees paid by BOURBON Corporation up to the limit set by the Shareholders’ Meeting in accordance with the allocation rule defined by the Board. 3 Annual fixed compensation: the Chairman of the Board of Directors receives fixed compensation in respect of his or her term of office; this compensation is set by the Board of Directors on the recommendation of the Nominating, Compensation and Governance Committee. 3 The Nominating, Compensation and Governance Committee and the Board of Directors review this fixed compensation annually. 3.8.5 Principle and criteria for determining the compensation of the Chief Operating Officers for the 2018 fiscal year 3 Directors’ fees: the Chief Operating Officers holding a term of office within BOURBON Corporation SA may receive and retain Directors’ fees paid by the Company up to the limit set by the Shareholders’ Meeting in accordance with the allocation rule defined by the Board. 3 Annual fixed compensation: the Chief Operating Officers receive fixed compensation pursuant to their terms of office, determined by the Board of Directors upon the recommendation of the Nominating, Compensation and Governance Committee. This fixed compensation is re-examined annually by the Nominating, Compensation and Governance Committee and the Board of Directors. 3 Annual variable compensation: the Chief Operating Officers receive variable compensation pursuant to their terms of office, determined by the Board of Directors upon the recommendation of the Nominating, Compensation and Governance Committee. The formula for calculating this variable compensation is re- examined annually by the Nominating, Compensation and Governance Committee and the Board of Directors. At the meeting of March 14, 2018, the Board of Directors decided that a calculation method based on the fixed compensation will be retained. The variable compensation may reach 50% of the fixed compensation if the objectives are realized and up to 70% if the objectives are exceeded. The objectives 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 target objectives which is specific to 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 Operating Officers 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, they may be paid retirement benefits, or indemnities under a non-competition commitment, up to an amount not exceeding 24 months of their annual compensation. Benefits of anykind The Chief Operating Officers may benefit from a company car and unemployment insurance for senior executives.