REGISTRATION DOCUMENT - Bourbon

7GeneralOTHER LEGAL AND FINANCIAL INFORMATIONinformation on BOURBON SA and its capital2.3 Position with regard to granting of bonus sharesAt its August 27, 2007 meeting, the Board of Directors decided to grant bonus shares to the employees of the Company or of any companyin the Group on November 1, 2007. These shares were acquired (on the condition that at the expiry of the acquisition period, the benefi ciaryis an employee of the Company or of any company in the Group):3 by benefi ciaries who were French residents on November 2, 2009, with a required retention period of two years;3 by benefi ciaries who were not French residents on November 2, 2011.The table below sets out a summary of this allocation of bonus shares by the Company as of December 31, 2011:Meeting date May 29, 2007Allocation date November 2, 2007Number of shares originally granted (1) 201,054Of which to corporate offi cers -Shares issued 130,790Options canceled or voided as of 12.31.2011 (2) 70,264Potential number of shares to be issued on 12.31.2011 -(1) Numbers of shares are adjusted, as required under applicable regulations, following operations on the BOURBON share.(2) In accordance with the terms of the plan.As of December 31, 2011, there were no other bonus share plans.2.4 Potential capital dilution as of December 31, 2011The table below shows an assessment of the Company’s potential capital dilution resulting from the conversion or exercise of shares givingaccess to any outstanding capital in the Company as of December 31, 2011 (stock subscription options).AllocationdateMaturityStartEndNumber ofpotentialsharesPotentialdilutionCapital stock(in shares)Number of shares as of December 31, 2011 67,781,535Stock subscription options 12.04.2006 12.04.2010 12.03.2012 44,722 0.07%Stock subscription options 12.10.2007 12.10.2011 12.09.2013 1,293,611 1.91%Stock subscription options 12.08.2008 12.08.2012 12.07.2014 34,122 0.05%Stock subscription options 09.24.2009 09.24.2013 09.23.2015 1,995,070 2.94%Subscription or purchase options 12.05.2011 12.05.2015 12.04.2017 2,535,500 3.74%Total stock subscription options 5,903,025 8.71%POTENTIAL CAPITALAS OF DECEMBER 31, 2011 73,684,560The Company did not issue or grant any other rights or securities giving direct or indirect access to its capital, immediately or in the future.158BOURBON - 2011 Registration Document