REGISTRATION DOCUMENT - Bourbon

OTHER LEGAL AND FINANCIAL INFORMATION7Proposed resolutions to be put to the Combined General MeetingThis ceiling is independent of all ceilings set forth by the otherresolutions of the present meeting;4. decides to cancel shareholders’ preferential right of subscriptionto ordinary shares and securities giving access to Companyequity and/or debt securities referred to under this resolution;5. decides that the amount that is – or will become – receivableby the Company for each ordinary share issued pursuant to thisdelegation of authority, after taking into consideration, in theevent of the issue of detachable share subscription warrants,the issue price of such warrants, shall be greater than or equalto the minimum price imposed by the legal and/or regulatoryprovisions applicable when the Board of Directors implementsthe delegation;6. authorizes the Board of Directors, in the event of excess demand,to increase the maximum ceiling of the capital increase(s) withina limit of 15% of the initial issue and the ceiling set forth by thisresolution, as provided for under Articles R. 225-135-1 andR. 225-118 of the French Commercial Code;7. decides that if the subscriptions have not absorbed the entirecapital increase, the Board of Directors may use any or all of thefollowing options, in the order which it sees fi t:3 limit the amount of the capital increase to the amount of thesubscriptions, provided that it reaches ¾ of the issue decidedupon,3 freely allot all or part of the unsubscribed securities;8. decides that the Board of Directors will have all necessarypowers, within the limits set out above, to set the terms of theissue or issues, as the case may be, to record the completionof the resulting capital increases, to proceed with the correlativeamendments to the bylaws, to charge, as it deems appropriate,the costs of the capital increases to the amount of thecorresponding premiums and withdraw, from this amount, thesums necessary to bring the legal reserve up to one tenth ofthe stated capital after each increase and, more generally, to dowhatever is necessary for these purposes;9. notes that the present delegation nullifi es any previousdelegation with the same purpose.Fourteenth resolutionThe General Meeting, after having heard the Directors’ report andthe Statutory Auditors’ special report and in accordance with theprovisions of Article L. 225-136-1°, paragraph 2 of the FrenchCommercial Code, authorizes the Board of Directors, which decideson the issue of ordinary shares or securities giving access toCompany equity pursuant to the thirteenth resolution of the presentmeeting and the twentieth resolution of the General Meeting ofJune 1, 2011, to waive, within the limit of 10% of share capital peryear, the pricing conditions set out in the aforementioned resolutionsand to set the issue price of equivalent equity securities to be issuedaccording to the following terms:The issue price of equivalent equity securities to be issuedimmediately or at a later date may not, according to the preferenceof the Board of Directors, fall below:3 the weighted average price of the Company share on the daybefore that on which the issue price is set, less, where applicable,a maximum discount of 15%; or3 the average of fi ve consecutive share prices, selected from thelast 30 stock market trading sessions prior to the setting of theissue price, less, where applicable, a maximum discount of 10%.Fifteenth resolutionThe General Meeting, after having heard the Directors’ and StatutoryAuditors’ reports and in accordance with Article L. 225-147 of theFrench Commercial Code:1. authorizes the Board of Directors, based on the report of thecapital contributions auditor (Commissaire aux apports), toproceed with the issuance of ordinary shares or securities givingaccess to ordinary shares in order to remunerate contributionsin kind granted to the Company and consisting of equitysecurities or securities giving access to Company equity, wherethe provisions of Article L. 225-148 of the French CommercialCode do not apply;2. sets the duration of the validity of this delegation at twenty-six(26) months, as of the date of the present meeting;3. decides that the total nominal value of the ordinary shares whichmay be issued pursuant to this delegation may not exceed 10%of the share capital on the day of the present meeting, thisamount being independent of all ceilings set forth by the otherresolutions of the present meeting.Where necessary, the par value of the ordinary shares to beissued in order to safeguard, in accordance with the law and,where applicable, any contractual stipulations providing forother adjustments, the rights of holders of securities givingaccess to Company equity, will be added to this ceiling;4. delegates full powers to the Board of Directors for the purposeof approving the appraisal of the contributions, to determine theresulting capital increase, to record its completion, to charge tothe contribution premium, where applicable, all costs and dutiesincurred in connection with the capital increase, to deduct fromthe contribution premium the amounts necessary to bring thelegal reserve to one tenth of the stated capital following eachincrease, to proceed with the correlative amendments to thebylaws, and to do whatever is necessary for these purposes;5. dotes that the present delegation nullifi es any previousdelegation with the same purpose.BOURBON - 2011 Registration Document 169