5StatutoryCOMPANY FINANCIAL STATEMENTSAuditors’ special report on regulated agreements and commitmentsSTATUTORY AUDITORS’ SPECIAL REPORT ON REGULATEDAGREEMENTS AND COMMITMENTSShareholders’ Meeting held to approve the financial statements for the year ended December 31, 2011To the Shareholders,In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditionsof those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, withoutexpressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant toArticle R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of theseagreements for the purpose of approving them.Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code in respect of theperformance of the agreements and commitments, already authorized by the Shareholders’ Meeting and having continuing effect during theyear, if any.We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors (CompagnieNationale des Commissaires aux Comptes) relating to this engagement. These guidelines require that we agree the information provided to uswith the relevant source documents.AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVALOF THE SHAREHOLDERS’ MEETINGAgreements and commitments authoriz ed during the yearPursuant to Article L. 225-40 of the French Commercial Code, the following agreements and commitments, which were previously authorizedby your Board of Directors, have been brought to our attention.1. With JACCAR HOLDINGS, S.A.Nature and purpose: management services agreement entered into with JACCAR HOLDINGS, S.A. relating to the organization of the sale ofthe BOURBON, S.A. interest in <strong>Bourbon</strong> BEN LUC.Directors concerned: Mr. Jacques de Chateauvieux, Chairman of BOURBON, and Chairman of Jaccar Holdings, s.a., and Ms. Lan Vo, Directorof <strong>Bourbon</strong> and Director of Jaccar Holdings, S.A.Date of authoriz ation: Board of Directors’ meeting of March 14, 2011.Terms and conditions: the sale of the BOURBON interest in BOURBON BEN LUC will give rise to the invoicing of an amount equal to 1% ofthe sale price. This agreement had no impact on fi scal year 2011.2. With CROWN HERA, LTD and ZHEJIANG SHIPBUILDING CO, LTD, subsidiaries of SINOPACIFICFirst agreementNature and purpose: order of eight PSV type offshore ships (SPP 35 design) from Zhejiang Shipbuilding Co, LTD via Crown Hera LTd, bothsubsidiaries of SINOPACIFIC.Directors concerned: Mr. Jacques de Chateauvieux, Chairman of BOURBON and Director of SINOPACIFIC and Ms. Lan Vo, Director of<strong>Bourbon</strong> and Director of SINOPACIFIC.Date of authoriz ation: Board of Directors’ meeting of June 1, 2011.Terms and conditions: the order totaled USD 204.8m and is subject to the terms of the framework agreement signed on June 25, 2010. Itreplaces the initially planned order of 20 SPU 1000s. It resulted in the payment of €24.9 million as at December 31, 2011 corresponding to the15% advances on the order, which are covered by a corporate guarantee issued by SINOPACIFIC.140BOURBON - 2011 Registration Document
COMPANY FINANCIAL STATEMENTS5Statutory Auditors’ special report on regulated agreements and commitmentsSecond agreementNature and purpose: order for fi ve PSV type offshore ships (SPP 17 design) from Zhejiang Shipbuilding Co, LTD via Crown Hera LTd, bothsubsidiaries of SINOPACIFIC.Directors concerned: Mr. Jacques de Chateauvieux, Chairman of BOURBON and Director of SINOPACIFIC and Ms. Lan Vo, Director of<strong>Bourbon</strong> and Director of SINOPACIFIC.Date of authoriz ation: Board of Directors’ meeting of June 1, 2011.Terms and conditions: the order amounting to USD 72.9 million resulted in the payment of advances totaling €10.7 million as atDecember 31, 2011. The fi rst two advances are covered by a corporate guarantee from SINOPACIFIC that will be replaced by a bankguarantee for payment of the third advance, issued at the request of ZHEJIANG SHIPBUILDING CO, LTD, to CROWN HERA LTD, whichtransferred it to BOURBON.AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETINGAgreements and commitments approved during previous years and having continuing effect during the yearPursuant to Article R. 225-30 of the French Commercial Code, the following agreements and commitments, which were previously authorizedby the Shareholders’ Meeting during previous years, have had continuing effect during the year.1. With SINOPACIFICNature and purpose: s hip orders from SINOPACIFIC, with advances on construction contracts.Terms and conditions: i n 2011, 18 ships were delivered for a total amount of €245.2 million. As at December 31, 2011, orders in progresscovered 15 ships for a total amount of €430.8 million and resulted in the payment of advances totalling €286.6 million, fully covered by advancepayment guarantees granted by CANA TERA S.A.S. (formerly JACCAR, S.A.S) jointly and severally with EVERGREEN, by SINOPACIFIC andby bank guarantees.2. With WEST ATLANTIC SHIPYARDNature and purpose: ship orders from West Atlantic Shipyard, with advances on construction contracts.Terms and conditions: i n 2011, six ships were delivered for a total of €11.6 million. As at December 31, 2011, orders in progress coveredsix ships for a total amount of €13.6 million, resulting in the payment of advances totaling €10.6 million.3. With SEASNature and purpose: ship orders from SEAS, with advances on construction contracts.Terms and conditions: i n 2011, fi ve ships were delivered, for a total amount of €8.8 million. As at December 31, 2011, orders in progresscovered fi ve ships for a total amount of €4.5 million, resulting in the payment of advances totalling €2.4 million.4. With PIRIOUFirst agreementNature and purpose: ship orders from PIRIOU, S.A.S., with advances on construction contracts.Terms and conditions: no ships were delivered in 2011. As at December 31, 2011, the sole order in progress involved one ship for a totalamount of €4.1 million, resulting in the payment of advances totaling €3.5 million.Second agreementNature and purpose: o rder for 42 rescue boats, with an option to buy 40 additional units from PIRIOU, S.A.S., for a total estimated amount of€8 million. These rescue boats are intended to be installed aboard the ships ordered by your Group and currently in the process of being built.Terms and conditions: a s at December 31, 2011, the 42 rescue boats initially planned were ordered for €4.9 million, resulting in the paymentof advances totaling €1.2 million.Third agreementNature and purpose: study to be entrusted to PIRIOU for the design of four FSIVs with updated and improved functionalities compared tothose on the current FSIVs making up the fl eet.Terms and conditions: the study resulted in a fi rm order with SEAS shipyards in the fi rst half of 2011, at a unit price of €6.4 million. For each ofthe four ships ordered, BOURBON benefi ts from a guarantee from PIRIOU, the holding company of the PIRIOU Group to which SEAS belongs,in order to secure repayment of the initial advances paid, for a total amount of €5.6 million as at December 31, 2011.BOURBON - 2011 Registration Document 141