REGISTRATION DOCUMENT - Bourbon

3BOURBONMANAGEMENT REPORTSA and its shareholders6.3 COMPANY TRANSACTIONS ON ITS OWN STOCK6.3.1 Stock buyback programPortion of the capital held by the Company and breakdown by objective for holding the Company’s treasury sharesAs of December 31, 2011, the Company held 2,710,946 treasury shares, representing 4.00% of the capital.Objective for holding treasury sharesNumber ofshares held atthe year-endValue atpurchase price(in € thousands)Par value(in € thousands)Stimulation of the market by an investment service provider 17,541 371 11Hedging stock options or other employee shareholding systems 2,693,405 75,772 1,711External expansion operations None - -Hedging securities giving access to share capital None - -Cancellation None - -TOTAL 2,710,946 76,143 1,722Transactions made by the Company on treasury sharesduring the year, by acquisition, disposal or transferAll the acquisitions and disposals in 2011 were made via CM CICSecurities, an investment service provider responsible for marketstimulation under the AMAFI charter, in the context of its managementof the liquidity contract.During the year, 1,714,111 shares were thus acquired at an averagepurchase price of €27.29 while 1,709,111 shares were sold at anaverage sale price of €27.09. These transactions did not incur anydealing costs. It is also noted that no derivative products were usedto conduct these transactions and that no put or call position wasopen as of December 31, 2011.Please note that no treasury shares were reallocated or used in 2011.Description of the share buyback program proposed tothe Combined General Meeting on June 1, 2012At the Combined General Meeting on June 1, 2012, BOURBON willpropose the renewal of the share buyback program with a view to:3 market-making or providing share liquidity through an investmentservice provider, operating wholly independently within the scopeof a liquidity contract under AMAFI rules of professional conductapproved by the French Financial Services Authority;3 holding them for later use as payment or exchange within thescope of acquisitions initiated by the Company;3 allotting shares to employees and authorized agents of theCompany or its Group to cover bonus share or stock optionallotment plans or as part of their benefi cial participation in theexpansion of the Company or within the scope of a shareholdingplan or an employee savings plan;3 handing over stock upon exercise of rights attached to securitieswhich, by way of conversion, exercise, repayment or exchange,entitle the exerciser to allotment of Company shares within thebounds of stock market regulations;3 canceling shares as part of a capital reduction as prescribed bylaw.Subject to the approval of the Ordinary General Meeting on June 1,2012, this program will be authorized for a period ending at the nextGeneral Meeting called to approve the fi nancial statements for theyear ending December 31, 2012, but not exceeding a period of18 months, i.e. November 30, 2013.The shares likely to be repurchased under this program are ordinaryshares.The maximum purchase price per share cannot exceed €50,excluding charges.The maximum percentage of BOURBON’s capital that may beacquired is 10% (i.e. 6,778,153 shares based on the share capitalas of December 31, 2011 comprising 67,781,535 shares); giventhat this limit is assessed on the repurchase date so as to allowfor possible capital increases or reductions during the course of theprogram. The number of shares taken into consideration in order tocalculate this limit corresponds to the number or shares purchased,less the number of shares resold for liquidity purposes during thecourse of the program.The Company is bound to retain a fl oat of at least 10% of its capitaland, in accordance with the law, not hold more than 10% of itscapital, directly or indirectly.It should be noted that, by law, the maximum buyback percentageof shares acquired by the Company in order to hold them forsubsequent delivery in payment or exchange for a merger, split-off orcontribution is limited to 5%.52BOURBON - 2011 Registration Document