2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 61 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 3.11.2 Statutory restrictions on the exercise of voting rights and stock transfers or contractual clauses of which the Company is aware pursuant to Article L. 233-11 of the French Commercial Code The bylaws, which are available on the Company’s Internet site http://www.bourbonoffshore.com section «Investors» – «Capital and shareholding» – «Bylaws», do not specify any restriction on exercising voting rights or on transfers of shares. Contractual clauses providing for shareholding commitments, brought to the knowledge of the Company, are included in the shareholders’ agreements mentioned below in the section “Agreements between shareholders of which the Company is aware and which may entail restrictions on the transfer of shares and the exercise of voting rights” and quoted in section 2.8 “Other legal and financial information” of this Registration Document. 3.11.3 Direct or indirect stakes in the Company’s capital of which the Company is aware pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code This information is detailed in section 7.1 of the management report. 3.11.4 List of holders of anysecurities conferring special control rights and a description thereof The bylaws of BOURBON Corporation SA do not contain any provision contrary to the application of Article 7 of Law No. 2014- 384 of March 29, 2014 (the “Florange Law”), whereby “in companies whose shares are admitted to trading on a regulated market, the double voting rights provided for in the first paragraph [ of Article L. 225-123 of the French Commercial Code] are valid, unless the Articles of Association contain a clause to the contrary adopted after the promulgation of the law, for all fully paid-up shares which have been registered in the name of the same shareholder for two years. The same applies for the double voting rights conferred upon issuance to bonus registered shares allocated under the second paragraph”. Consequently, all fully paid-up shares that have been registered for at least two years in the name of the same shareholder are eligible for double voting rights. Subject to this caveat, there are no securities conferring the special rights of control referred to in section 4 of Article L. 225-100-3 of the French Commercial Code. 3.11.5 Control mechanisms provided for by employee shareholding schemes, if any, where the employees do not exercise control themselves BOURBON Corporation has an employee shareholding scheme via the mutual investment fund “BOURBON Expansion”, which exercises the control rights. 3.11.6 Agreements between shareholders of which the Company is aware and which mayentail restrictions on the transfer of shares and the exercise of voting rights The Company was not aware of any agreements of this type between shareholders, other than: the shareholders’ agreement to act in concert in respect of the Company, which was signed on June 26, 2014 between JACCAR Holdings, at the time a Luxembourg company, the company Cana Tera, Jacques d’Armand de Chateauvieux, Henri d’Armand de Chateauvieux, the SAS Mach-Invest and the Luxembourg company Mach-Invest International. This shareholders’ agreement, which came into force on June 30, 2014 for five years as of this date, includes commitments on the transfer of company stock (AMF decision No. 214C236 of June 30, 2014); Shareholders’ agreements relating to the collective commitment to hold BOURBON shares signed under Articles 787 B and 885-I bis of the French General Tax Code, mentioned in section 2.8 “Other legal and financial information” of this Registration Document. 3.11.7 Rules applicable to the appointment and replacement of members of the Board of Directors and amendments to the bylaws The rules applicable to the appointment and replacement of members of the Board of Directors comply with current regulations and the AFEP-MEDEF Code on Corporate Governance of Listed Companies, as interpreted by the Application Guide for the AFEP-MEDEF Code published by the High Committee for Corporate Governance (version of November 2016). The internal rules of the Board of Directors can be found on the Company’s website at www.bourbonoffshore.com, under “Group” − “Corporate governance” − “Board of Directors” − “Related documents”. Article 13 of the bylaws is reproduced in the section entitled “Information about the Company” in the Registration Document, which sets out the rules for the appointment of Directors. The rules applicable to amendments to the bylaws comply with prevailing regulations. Amendments to the bylaws, except in cases expressly stipulated by law, come under the exclusive competence of the Extraordinary General Meeting. The Company has not identified any significant impact concerning these rules in the event of a takeover.