REGISTRATION DOCUMENT - Bourbon

OTHER LEGAL AND FINANCIAL INFORMATION7Proposed resolutions to be put to the Combined General Meeting7) shares acquired under this authorization may be kept ortransferred by any means, including block stock transfers, andat any time, including during public offers;8) grants the Board of Directors full powers, with right of delegation,to, notably:3 implement the program, proceed with the transactions andset the terms and conditions thereof,3 place all orders on the stock exchange or between-dealermarket,3 adjust the purchase price of shares to allow for the incidenceof the above-mentioned operations on the share value,3 enter into any agreements, notably with a view to keepingregisters of share purchases and sales,3 make any reports or declarations to the French FinancialMarket Authority (AMF) and any other organizations, including,in particular, the publication of details of the buyback program,3 proceed with all formalities;9) decides that the present authorization shall be granted for aperiod expiring at the close of the Annual General Meeting calledto vote on the accounts for the period ending on December 31,2012 and, at all events, not exceeding eighteen (18) months asof the date of present meeting.Tenth resolutionThe General Meeting vests the bearer of an original or a copy of,or an extract from, the minutes of the present meeting with fullpowers to proceed with all legal or administrative formalities, to fi leall documents and to make all public announcements required bycurrent legislation.2 THOSE FOR THE EXTRAORDINARYGENERAL MEETINGEleventh resolutionThe General Meeting, resolving under the conditions of majority andquorum required for Extraordinary General Meetings, after havingheard the Directors’ report and the Statutory Auditors’ special report:1) authorizes the Board of Directors, as provided for underArticle L. 225-209 of the French Commercial Code, on one ormore occasions and in such proportions and at such times asit sees fi t, to cancel all or some of the shares acquired by theCompany under the various buyback authorizations granted bythe General Meeting to the present or future Board of Directors,within the limit of 10% of the Company’s share capital perperiod of twenty-four (24) months, and thereby to reduce theCompany’s capital accordingly;2) authorizes the Board of Directors to charge the differencebetween the repurchase price of the shares canceled and theirface value to all available accounts for premiums and reserves;3) vests the Board of Directors with full powers, including that ofsub-delegation, to proceed with this or these reduction(s) ofcapital, and notably to set the fi nal amount of the reductionof capital, fi x the terms and conditions thereof, note the fi nalimplementation of these reductions, order the correspondingaccounting entries, proceed with the correlative amendmentof the bylaws, accomplish all formalities, take any steps andfi le any declarations with respect to any institutions and, moregenerally, do whatever is necessary for these purposes;4) sets the validity of the present authorization at eighteen(18) months as of the date of the present meeting.Twelfth resolutionThe General Meeting, resolving under the conditions of majority andquorum required for Extraordinary General Meetings, after havingheard the Directors’ report and the Statutory Auditors’ special report,decides to delegate its authority to the Board of Directors to proceedwith, in one or more operations and in such proportions and at suchtimes as the Board considers appropriate, as provided for underArticles R. 225-129-2, L. 225-132 and L. 228-92 of the FrenchCommercial Code, whether in France or elsewhere, for a periodof twenty-six (26) months as of the date of the present meeting,with retention of shareholders’ preferential subscription rights, theissuance of:3 ordinary shares, with or without Company share subscriptionwarrants;3 any other securities giving immediate or subsequent entitlement,whether by subscription, conversion, exchange, repayment,presentation of a warrant, a combination of these methods or inany other way, to the allotment, at any time or at some fi xed date,of ordinary Company shares which, for this purpose, have beenor will be issued to represent a portion of the Company’s capital;3 and/or marketable securities giving entitlement to the allotmentof debt securities.As provided for under Article L. 228-93 of the French CommercialCode, the securities to be issued may give entitlement to ordinaryshares of any company possessing, directly or indirectly, more thanhalf of its capital stock or of which it directly or indirectly possessesa majority shareholding.The General Meeting decides that the total nominal value of theshares which may be issued pursuant to this delegation may notexceed eight million euros (€8,000,000), excluding the nominal valueof equity securities to be issued, as the case may be, by way ofadjustment, as required by law, to preserve the rights of securityholders.Securities giving access to Company equity securities issuedpursuant to this delegation may comprise debt securities or maybe linked with the issuance of such securities or may allow theirissuance as intermediary securities. They may be issued either ineuros or in other currencies or in any monetary units created withreference to several currencies.BOURBON - 2011 Registration Document 167