2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 229 OTHER LEGAL AND FINANCIAL INFORMATION Draft resolutions for the Combined General Meeting of May 30, 2018 6 Fourth resolution − Special report bythe Statutory Auditors on related partyagreements and commitments, and approval of the newagreement entered into during the fiscal year ended December 31, 2017 The Shareholders’ Meeting, ruling, under the conditions of majority and quorum required for Ordinary General Meetings, on the special report by the Statutory Auditors submitted to it on related party agreements and commitments, approves the new agreement entered into during the fiscal year ended December 31, 2017, mentioned in accordance with Articles L. 225-38 et seq. of the French Commercial Code. Fifth resolution – Ratification of the transfer of the corporate office The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors, resolves to transfer the corporate office from 33 rue du Louvre – 75002 PARIS (France) to 148 rue Sainte – 13007 Marseille (France), as decided by the Board of Directors on December 4, 2017. Sixth resolution – Ratification of the provisional appointment of Mr. Adrien de Chomereau de Saint André as Director The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, ratifies the Board of Directors’ June 19, 2017 provisional appointment of Mr. Adrien de Chomereau de Saint André as Director to replace Mr. Guillaume d’Armand de Chateauvieux, who stepped down from the Board. Consequently, Mr. Adrien de Chomereau de Saint André will take over the position for the remainder of his predecessor’s term, i.e . until the close of the Shareholders’ Meeting to be held in 2020 to approve the financial statements of the past fiscal year. Seventh resolution – Reappointment of Ms. Agnès Pannier-Runacher as Director The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, resolves to reappoint Ms. Agnès Pannier-Runacher as Director for a term of three years ending at the close of the Shareholders’ Meeting to be held in 2021 to approve the financial statements for the past fiscal year. Eighth resolution – Reappointment of Mr. Mahmud B. Tukur as Director The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, resolves to reappoint Mr. Mahmud B. Tukur as Director for a term of three years ending at the close of the Shareholders’ Meeting to be held in 2021 to approve the financial statements for the past fiscal year. Ninth resolution – Appointment of Antoine Grenier as Director The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, resolves to appoint Mr. Antoine Grenier, who resides in Paris (75116) at 21 rue de Lübeck, as Director for a term of three years ending at the close of the Shareholders’ Meeting to be held in 2021 to approve the financial statements for the past fiscal year. Tenth resolution – Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of total compensation and benefits of anykind payable to Executive Directors The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors on corporate governance prepared pursuant to Article L. 225-37-2 of the French Commercial Code, approves the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of the overall compensation and benefits of any kind to be awarded to the Executive Directors in respect of their duties, as described in such report and set out in paragraph 3.8 of the Company’s 2017 Registration Document. Eleventh resolution – Approval of the compensation components paid or granted to Mr. Jacques d’Armand de Chateauvieux, Chairman and Chief Executive Officer, in respect of the fiscal year ended December 31, 2017 The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the overall compensation and benefits of any kind paid or granted to Mr. Jacques d’Armand de Chateauvieux in respect of his position as Chairman and Chief Executive Officer for the fiscal year ended December 31, 2017, as described on pages 49 et seq . of the 2017 Registration Document. Twelfth resolution – Approval of the compensation components paid or granted to Mr. Gaël Bodénès, Chief Operating Officer, in respect of the fiscal year ended December 31, 2017 The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings, having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the overall compensation and benefits of any kind paid or granted to Mr. Gaël Bodénès in respect of his position as Chief Operating Officer for the fiscal year ended December 31, 2017, as described on pages 49 et seq . of the 2017 Registration Document.
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