2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 60 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3.9 APPLICATION OF THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE: SUMMARY TABLE As part of the “Apply or Explain” rule referred to in Article L. 225-37 of the French Commercial Code and Article 27.1 of the AFEP-MEDEF Code, BOURBON Corporation believes that it complies with the recommendations of the AFEP-MEDEF Code. However, some provisions have been left out for the reasons stated in the table below: AFEP-MEDEF recommendations not applied Explanations Reference Variable compensation in respect of the fiscal year 2017 Section 24.2.3 of the AFEP-MEDEF Code states that “variable compensation should be subject to the achievement of specific and predefined objectives”. The Board of Directors of BOURBON Corporation decided, at its meeting of May 26, 2016, to combine the functions of Chairman and Chief Executive Officer. Jacques d’Armand de Chateauvieux was accordingly appointed as Chairman and Chief Executive Officer. Jacques d’Armand de Chateauvieux is also Chairman of the simplified joint stock company JACCAR Holdings, which is the majority shareholder in BOURBON Corporation. Given the difficulties encountered by the offshore oil and gas activity and its impact on the Company’s results, the Directors of BOURBON Corporation, at the Board meeting of July 4, 2016, decided to assign moderate fixed compensation to the Chairman and Chief Executive Officer for his executive responsibilities. It was also decided to assign him variable compensation based only on the broadest criterion for the performance of the Company: its net income (group share), a mode of compensation implying the acceptance of equivalent risk, as Executive Director, and in his capacity as controlling shareholder. Effectively, this result takes into account all components of management that the executive has at his disposal: revenue and margin over direct costs, asset management policy, impacting depreciation and amortization, external vessel chartering and any provisions on these amounts. The management of overheads, and of course those of financing, their rearrangement and consequences for cash, and therefore on the continuity of operations in a highly disrupted context. The Board considered that the choice, for the Chairman and Chief Executive Officer, of a broad criterion wholly related to the performance of the Company was fair and appropriate in the challenging economic context, given the low likelihood that, in the remaining years left to run until the possible renewal of his term of office, this would give rise to any payment. The choice of the specified ceiling as a target amount and not a percentage of the fixed compensation is due to the moderate fixed compensation of the Chairman and Chief Executive Officer. Management report 3.7.1 Compensation of the Chairman and Chief Executive Officer 3.10 SHAREHOLDER PARTICIPATION IN THE SHAREHOLDERS’ MEETING The methods for shareholder participation in Shareholders’ Meetings are described in Article 19 of the Company’s bylaws and in section 1.4 “Other Legal and Financial Information”. 3.11 FACTORS THAT COULD HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFERING Pursuant to Article L. 225-37-5 of the French Commercial Code, the following factors may have an impact in the event of a public offer concerning the Company’s shares. 3.11.1 Capital structure of the Company The capital structure of BOURBON Corporation SA is detailed in paragraph 7.1 of the management report.