REGISTRATION DOCUMENT - Bourbon

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