REGISTRATION DOCUMENT - Bourbon

OTHER LEGAL AND FINANCIAL INFORMATION7Statutory Auditors’ report on the issue of sharesSTATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARESOR MARKETABLE SECURITIES WITH CANCELLATION OFPREFERENTIAL SUBSCRIPTION RIGHTSExtraordinary Shareholders’ Meeting of June 1, 2012 (thirteenth and fourteenth resolutions)To the Shareholders,In our capacity as Statutory Auditors of your Company and in accordance with the procedures provided for in Articles L. 228-92 andL. 225-135 et seq. of the French Commercial Code (Code de Commerce), we hereby report to you on the proposed delegation of authorityto the Board of Directors to decide on the issue, with cancellation of your preferential subscription rights, on one or more occasions, in theproportions and at the times it deems appropriate, on the French and/or international market, through an offer as defi ned in point II of ArticleL. 411-2 of the French Monetary and Financial Code, either in euros or in a foreign currency or in any other currency unit established withreference to several currencies, of:3 ordinary shares;3 and/or marketable securities conferring entitlement, immediately or in the future, at any time or on a fi xed date, to ordinary shares in theCompany, either by subscription, conversion, exchange, redemption, presentation of a warrant or in any other way;3 and/or marketable securities conferring entitlement to the allocation of debt securities,transactions on which you are asked to vote. The maximum share capital increase likely to result from this issue amounts to €4,000,000, itbeing specifi ed that it will be limited to 20% of share capital per annum. The nominal amount of debt securities likely to be issued under thisdelegation may not exceed €200,000,000.This amount may be increased by up to a limit of 15% of the initial issue amount and the maximum amount under the terms and conditionsset forth in the thirteenth resolution.Your Board of Directors proposes that, based on its report, you grant it, for a period of 26 months, the authority to decide on the issue ofmarketable securities with cancellation of your preferential subscription rights. Where necessary, the Board of Directors will determine the fi nalterms and conditions of this transaction.It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code.Our role is to express an opinion on the fairness of the quantifi ed data extracted from the fi nancial statements and on certain other informationpertaining to these transaction provided in this report.We performed the procedures that we considered necessary in accordance with the professional guidelines of the French National Instituteof Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. Such procedures consisted inverifying the contents of the Board of Directors’ report relating to this transaction and the conditions in which the issue price of the equitysecurities to be issued shall be determinated.Subject to the subsequent review of the terms and conditions of the issue that will be decided, we have no comments to make on theprocedures for determining the issue price of the equity securities to be issued, as given in the Board of Directors’ report.As the fi nal issue terms and conditions have not yet been determined, we do not express an opinion on the latter and, consequently, on theproposed cancellation of preferential subscription rights on which you are being asked to vote.In accordance with Article R. 225-116 of the French Commercial Code, we will issue an additional report, if necessary, when your Board ofDirectors uses this authorization.Lyon and Marseille, March 22, 2012The Statutory AuditorsEurAAudit C.R.CCabinet Rousseau ConsultantsAlexandre BRISSIERDeloitte & AssociésHugues DESGRANGESBOURBON - 2011 Registration Document 173