REGISTRATION DOCUMENT - Bourbon

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