2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 217 OTHER LEGAL AND FINANCIAL INFORMATION Information about the share capital 6 2.3 POSITION OF BONUS SHARES ALLOTTED AT DECEMBER 31, 2017 The Combined General Meeting of June 1, 2011 authorized the Board of Directors, in its 18 th extraordinary resolution, in accordance with and under the conditions stipulated in Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code, to allocate, in one or several stages, to salaried Company employees or certain categories among them, and/or to the Directors referred to in Article L. 225-197- 1 II of the French Commercial Code, and to salaried personnel and Directors of the companies or economic interest groupings linked to the Company under the conditions outlined in Article L. 225-197-2 of the French Commercial Code, bonus Company shares, existing or new. In 2013, the Board of Directors authorized a restricted stock award of existing or new shares to the salaried members of staff, or certain categories of them, of all of BOURBON Corporation’s subsidiaries. The vesting of the shares was subject to fulfillment of the conditions and criteria laid down by the Board of Directors, as described below: 3 60% of the shares were contingent on continued employment at the end of two years: recipients still employed by BOURBON on December 2, 2015 fulfilled this condition; 3 40% of the shares were subject to recipients’ continued employment at the end of two years and the attainment of performance criteria: 3 20% of the shares were awarded if the 2013/2014/2015 average TRIR (Total incidents recorded per million hours worked based on 24 hours per day) was 0.65 or less; 100% of this criterion was attained with an average of 0.60, 3 20% of the shares were granted if the fleet availability rate in 2015 was greater than or equal to 95%; 100% of this criterion was attained with a rate of 96.4%. The allotted shares were covered by the share buy-back that took place in 2015. The main features and assumptions used were as follows: Meeting date June 1, 2011 Date of Board meeting December 2, 2013 Number of beneficiaries 2,103 Total number of bonus shares allocated 767,400 Corporate officers - Vesting date of the shares for French residents December 2, 2015 (1) Vesting date of the shares for foreign residents December 2, 2017 (1) End of lock-up period December 2, 2017 Total number of canceled or voided shares 135,600 Shares awarded (1) to French residents at the end of two years 312,000 Bonus shares granted to foreign residents in 2017 319,200 (1) The vesting period is two years for French residents (followed by a two-year lock-up period) and four years for foreign residents (with no lock-up period). This bonus share award plan thus ended on December 2, 2017. 2.4 POTENTIAL CAPITAL DILUTION AT DECEMBER 31, 2017 The table below shows the Company’s potential capital dilution in the event of the conversion or exercise of securities giving access to any outstanding capital in the Company at December 31, 2017: Allocation date Maturity Number of potential shares Potential dilution Share Capital (in shares) Start End Number of shares at December 31, 2017 77,499,214 Stock option plans 11.30.2012 11.30.2016 11.29.2018 29,700 0.04% Stock option plans 12.02.2013 12.02.2017 12.01.2019 764,000 0.99% TOTAL STOCK SUBSCRIPTION OPTIONS 793,700 1.02% POTENTIAL CAPITAL AT DECEMBER 31, 2017 78,292,914 The Company did not issue or grant any other rights or securities giving direct or indirect access to its capital, immediately or in the future.
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