2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 62 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3.11.8 Powers of the Board of Directors, in particular concerning the issue or repurchase of stock Concerning capital increases, the summary table of currently valid delegations of authority and the powers granted by the Shareholders’ Meeting to the Board of Directors is presented in this report on corporate governance. As regards the repurchase of stock, the Combined Shareholders’ Meeting of May 23, 2017 in its sixteenth ordinary resolution, authorized the Board of Directors, with sub-delegation powers, for a period of 18 months, to buy company shares, up to a limit of 5% of the share capital, adjusted where necessary, in accordance with the provisions of Articles L. 225-209 et seq . of the French Commercial Code, in order to: 3 stimulate the secondary market or maintain the liquidity of BOURBON Corporation shares through an investment service provider, operating within the scope of a liquidity contract in accordance with the AMAFI Code of professional practice as approved by the French Financial Markets Authority; 3 hold shares to cover stock option plans and/or bonus share allotment plans (or similar plans), for the benefit of employees and/or representatives of the Group, and to allow allotments of shares within the scope of a company or group savings plan (or similar plan) or as part of employee participation in the results of the Company and/or any other form of share allotment to employees and/or representatives of the Group; 3 cancel any shares acquired, in accordance with the authorization granted by the Shareholders’ Meeting of May 23, 2017 in its seventeenth extraordinary resolution. These shares can be purchased by any means, including through the acquisition of blocks of shares, and at times to be decided by the Board of Directors. The Company reserves the right to use options and derivatives within the bounds of applicable regulations. The maximum purchase price was fixed at €30 per share. In the event of any transaction affecting the capital, notably stock splits, consolidation of shares or allocation of bonus shares, the above- mentioned sum will be adjusted proportionally (multiplication coefficient equal to ratio between the number of shares forming the capital prior to the transaction and the number of shares following the transaction). The ceiling for the operation is thus fixed at €114,513,900. The Shareholders’ Meeting has granted full powers to the Board of Directors to proceed with these operations, to decide on the terms and conditions thereof, to enter into any agreements and to satisfy all formalities. It will be suggested at the Shareholders’ Meeting on May 30, 2018 that the share buyback program is renewed in accordance with the description of the share buyback program outlined in this Registration Document under “Related transactions on company stock – Stock buyback program”. 3.11.9 Agreements entered into bythe Company that are amended or that terminate in the event of a change of control of the Company, disclosure of which, except where required by law, does not adverselyaffect its interests Most of the bank loans arranged by BOURBON contain clauses allowing the bank to demand early repayment of the loan in the event of a change of control of BOURBON. Most shareholder agreements signed by BOURBON with its foreign partners, in the context of the establishment of joint ventures, contain exit clauses in the event of a change of control of one of the parties, allowing each of them to buy out the other or, in the absence of an agreement between them on the buyout of their respective interests, to liquidate the Company. Construction agreements contain no clause that could be invoked in the event of a change of control of BOURBON. These agreements contain no provision that could jeopardize the financial conditions, such as in the event of the departure of Jacques d’Armand de Chateauvieux. 3.11.10 Agreements providing for compensation for members of the Board of Directors or employees if they resign or are dismissed without just cause or if their employment is terminated due to a public offer None. 3.12 AGREEMENTS MADE, DIRECTLY OR BY ANY INTERMEDIARY PERSON, BETWEEN, FIRSTLY, ONE OF THE CORPORATE OFFICERS OR ONE OF THE SHAREHOLDERSWITH A FRACTION OFVOTING RIGHTS GREATER THAN 10%OF A COMPANY AND, SECONDLY, ANOTHER COMPANY INWHICH THE FIRST DIRECTLY OR INDIRECTLY POSSESSES MORE THAN HALF OF THE CAPITAL,WITH THE EXCEPTION OF AGREEMENTS COVERING CURRENT TRANSACTIONS AND CONCLUDED UNDER NORMAL CONDITIONS Agreement to suspend the employment contract signed by Gaël Bodénès with the EIG Bourbon Management, a subsidiary of BOURBON Corporation SA.