7GeneralOTHER LEGAL AND FINANCIAL INFORMATIONinformation on BOURBON SA and its capitalGENERAL INFORMATION ON BOURBON SA AND ITS CAPITAL1. INFORMATION ABOUT THE COMPANYCorporate name: BOURBON.Corporate offi ce: 33 rue du Louvre – 75002 Paris.Date of incorporation of the Company: December 2, 1948.Legal form and governing law: Incorporated Company (Sociétéanonyme) with a Board of Directors, governed by the FrenchCommercial Code, BOURBON is a French Company.Duration: the Company was incorporated for 99 years and expireson December 2, 2066 except if dissolved early or extended(harmonization of the bylaws pursuant to the law of July 24, 1966,Extraordinary General Meeting of January 19, 1966).Trade Register: Paris 310 879 499.Location where the corporate documents and records may beconsulted: the bylaws, fi nancial statements and reports and minutesof General Meetings may be consulted at the corporate offi ce at theaddress indicated above.1.1 Corporate purpose (Article 2 of the bylaws)The purpose of the Company is:3 the creation, ownership, acquisition, sale, lease, development,operation, management, rental, control, organization andfi nancing of all industrial, commercial, agricultural, real estate orother types of property, companies or businesses;3 the acquisition of equity interests and the management ofinterests related to any and all marine business activities, eitherdirectly or indirectly;3 the manufacture, packaging, import, export, commission,representation, transit, deposit and shipping of any and allproducts, merchandise, items and commodities of any kind ofany origin;3 the acquisition, purchase, operation, sale or licensing of allpatents and manufacturing trademarks;3 the acquisition of an interest through contribution, merger,participation, subscription of shares, units or bonds or in any othermanner, in all businesses or companies related directly to the aimof the Company and in general in all businesses, companies orwork that may attract clients to its corporate activity or stimulateoperations in which they would have an interest;3 and, in a general sense, all industrial, commercial, fi nancial,agricultural, real estate and capital transactions that may relatedirectly to the aim of the Company, the various elements of whichare specifi ed above.1.2 Corporate financial year(Article 22 of the bylaws)It starts on January 1 and ends on December 31 of each year.1.3 Appointment of Directors(Article 13 of the bylaws)I - During the life of the Company, Directors are appointed by theOrdinary General Meeting. However, in the event of a mergeror a demerger, they may be appointed by the ExtraordinaryGeneral Meeting. Their term of offi ce lasts for three years. Itends after the Ordinary General Meeting ruling on the fi nancialstatements for the year ended, which is held in the year in whichthe term of the said Director expires;The retirement age of a Director is set at 70 (seventy).Any exiting Director is eligible for reappointment provided he orshe can meet the conditions of this Article. Directors may bedismissed and replaced at any time by the Ordinary GeneralMeeting. Any appointment made in violation of the foregoingprovisions shall be null and void, except for appointments madeon a temporary basis.II - Directors may be individuals or legal entities.In the latter case, when appointed, the legal entity is required toappoint a permanent representative who is subject to the sameconditions and requirements and who assumes the same civiland criminal responsibilities as if he were a Director in his ownname, without prejudice to the joint and several liability of thelegal entity represented by him. The permanent representativeof a legal entity appointed as Director shall be subject to thesame age requirement applied to individual Directors.The term of the permanent representative appointed by thelegal entity serving as Director shall be given for the duration ofthe term of the legal entity.III - An employee of the Company may be appointed as Directoronly if his employment contract corresponds to an actual job.He shall not lose the benefi t of such employment contract. Thenumber of employee Directors may not exceed one third of theDirectors in offi ce.IV - In the event of a vacancy owing to death or to the resignationof one or more Directors, the Board of Directors may, betweentwo General Meetings, make appointments on a temporarybasis. If the number of Directors falls below the legal minimum,the remaining Directors must immediately convene the OrdinaryGeneral Meeting in order to fi ll the vacancies on the Board.Temporary appointments made by the Board shall be subjectto ratifi cation by the next Ordinary General Meeting. Failingratifi cation, the deliberations and acts carried out previously bythe Board shall remain valid nonetheless.If the Board neglects making the required appointments orconvening the meeting, then any interested party may askthe Chief Judge of the Commercial Court, ruling on request,to appoint a representative in charge of convening the GeneralMeeting so that such appointments may be made or ratifi ed asthe case may be.154BOURBON - 2011 Registration Document
OTHER LEGAL AND FINANCIAL INFORMATION7General information on BOURBON SA and its capitalV - Every Director must own 300 shares in the Company. If this isnot the case on the date of his appointment or at any time in thecourse of his terms of offi ce, he shall be considered as havingautomatically resigned if he fails to remedy the situation within aperiod of six months.1.4 General Meetings (Article 19 of the bylaws)General Meetings shall be called and shall deliberate under theconditions set by law and regulations. They shall be held in anylocation specifi ed in the meeting notice.Any shareholder, however many shares he or she owns, mayparticipate in the meetings in person or by proxy, provided they giveproof of identity and proof of ownership of registered shares, eitherin nominative form or else in registered form, and held in a bearersecurities trading account held by a certifi ed intermediary, no laterthan the third business day preceding the meeting at midnight Paristime.Registration as an accounting entry in a bearer securities accountheld by the certifi ed intermediary shall be indicated by a stockcertifi cate issued by the intermediary, attached to the mail-in votingform or proxy or when requesting the admission card.Shareholders who have already voted by mail, sent in a proxy orrequested their admission card or stock certifi cate, may no longerchoose any other method of participating in the meeting.In the absence of the Chairman and unless there are mandatoryprovisions to the contrary, the meeting is chaired by the Directorspecifi cally appointed by the Board. If there is no appointed Director,the meeting elects a Chairman.1.5 Ownership thresholdsThe bylaws do not stipulate specifi c requirements for ownershipthresholds or declarations of intent to cross shareholding thresholds.Pursuant to Article L. 233-7 of the French Commercial Code(amended by law No. 2010-1249 of October 22, 2010), Article R.233-1-1 of the new French Commercial Code (amended by thedecree of May 19, 2009) and Article 223-14 of the Regulationsof the Autorité des marchés fi nanciers (amended by the order ofJuly 27, 2009),3 when the shares of a Company with its corporate offi ce in theFrench Republic are admitted for trading on a registered marketof any state that is party to the agreement on the EuropeanEconomic Space or on a fi nancial instruments market admittingfor trading shares that can be registered in an account with anauthorized intermediary mentioned in Article L. 211-3 of the FrenchMonetary and Financial Code (Code monétaire et fi nancier), anyindividual or legal entity, acting alone or with others, who ownsa number of shares representing more than one twentieth, onetenth, three twentieths, one fi fth, one fourth, one third, half, twothirds, eighteen twentieths or nineteen twentieths of the capitaland/or voting rights in the Company shall inform the Companyat the latest before the close of trading of the fourth trading dayfollowing the date the ownership threshold is crossed;3 the information cited above shall also be given before the samedeadlines whenever the percentage of capital or voting rightsowned falls below the aforementioned thresholds;3 the person required to provide the information shall specify thenumber of shares owned that give access in the future to thecapital and voting rights attached thereto;3 the person required to provide the information shall also informthe Autorité des marchés fi nanciers (“AMF”) by fi ling his or herdeclaration with the AMF before the close of trading, no later thanthe fourth trading day after the ownership threshold is crossed.Failure to comply with this requirement shall be punishable underArticle L. 233-14 of the French Commercial Code.The person required to provide the information is bound to declare,when the threshold is crossed by one tenth, three twentieths, onefi fth or one quarter of the capital and/or voting rights, the objectiveshe/she intends to pursue in the next six months.This declaration shall be addressed to the Company whose shareswere acquired and it must reach the Autorité des marchés fi nanciersat the latest before the close of trading of the fi fth trading dayfollowing the day the ownership threshold is crossed, resulting in theapplication of this article.1.6 Appropriation and distribution of earnings(Articles 24 and 25 of the bylaws)The income statement summarizing income and expenses forthe year shows the profi t or loss for the year after deduction ofdepreciation, amortization and provisions.At least 5% of the earnings for the year minus any prior losses shallbe used to fund the legal reserve. This withdrawal shall cease to bemandatory when the legal reserve fund equals one tenth of the sharecapital; it shall resume when the legal reserve falls below one tenth ofthe capital for any reason.Distributable earnings consist of the profi t for the year less priorlosses and sums placed in reserve as required by law and thebylaws, plus any retained earnings.The General Meeting may withdraw from these earnings any sumsit deems appropriate to be carried forward to the following year orto be placed in one or more general or special reserves, the useof or allocation to which to be determined by it. The balance, ifany, is divided among all shares. Dividends are fi rst taken from thedistributable earnings for the year.The General Meeting may also decide to distribute sums taken fromthe reserves at its disposal, and must expressly note the reserveitems from which these sums are taken.Excluding the case of a capital reduction, no distribution may bemade to shareholders when the shareholders’ equity is or wouldbecome, after any distribution, less than the amount of the capitalplus reserves which may not be distributed under the law or bylaws.The revaluation reserve may not be distributed. It may be capitalizedin whole or in part.BOURBON - 2011 Registration Document 155