2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 30 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3. REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE To our Shareholders, Pursuant to the provisions of Article L. 225-37 et seq. of the French Commercial Code, the purpose of this report is to inform shareholders of: 3 the composition of the Board of Directors and it committees and the application of the principle of balanced gender representation; 3 conditions for the preparation and organization of the work of the Board of Directors during the year ended December 31, 2017; 3 the restrictions placed by the Board of Directors on the powers of the Chief Executive Officer; 3 the Code of Corporate Governance used by the Company and the provisions of the Code that have not been followed; 3 the particular methods for shareholder participation in Shareholders’ Meetings; 3 current delegations and financial authorizations for a capital increase; 3 the principles and rules established by the Board of Directors for determining the compensation and benefits of any kind granted to corporate officers. This report drafted by the Board of Directors was prepared based on the work carried out by various Company departments, in particular the Group’s Legal and Accounting Departments. It was approved by the Board of Directors at its meeting on March 14, 2018, following a preliminary review by the Audit Committee. The Company applies the corporate governance practices set out in the AFEP-MEDEF Corporate Governance Code for listed companies, which are those primarily taken into account in preparing this report. This Code can be found on the website www.afep.com . The Internal Regulations of the Board of Directors and bylaws of the Company are available on its website at www.bourbonoffshore. com, under Group − Corporate Governance − Board of Directors and Investors – Capital and shareholding – Company By-laws. 3.1 SEPARATION OF THE FUNCTIONS OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER – POWERS OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER After a period in which the offices were merged, on March 14, 2018, in accordance with Article 16 of the Company’s bylaws, on the proposal of the Chairman and Chief Executive Officer and having received the opinion of the Nominating, Compensation and Governance Committee, the Board of Directors decided to separate the functions of Chairman of the Board of Directors and Chief Executive Officer of the Company, in the belief that the separation of functions is in line with the announced changes in governance on September 8, 2017, and appointed Jacques d’Armand de Chateauvieux as Chairman of the Board of Directors and Gaël Bodénès as Chief Executive Officer of SA BOURBON Corporation. In addition, on September 4, 2017, the Board of Directors duly noted the termination of the duties as Chief Operating Officer of Christian Lefèvre as of October 1, 2017 (with Christian Lefèvre remaining a Director) and appointed, effective October 1, 2017, Astrid de Lancrau de Bréon as Chief Financial Officer. The Board has nine members, four of whom are independent. It has two specialized committees chaired by Independent Directors, which meet without the Chief Executive Officer being present. Lastly, the Board of Directors has set authorization limits, particularly with regard to investments and divestments, which are specified in its internal regulations. Together, these factors militate for balanced and satisfactory corporate governance. The Chairman of the Board of Directors organizes and directs the work of the Board and provides the Shareholders’ Meeting with a report on said work. He supervises the proper functioning of the Company’s administrative bodies and ensures, in particular, that the Directors are in a position to perform their mission. Under the Company’s bylaws on the roles of Director and Chairman of the Board of Directors, the Chairman of the Board of Directors must be less than 70 years old. In addition to the duties of Chairman of the Board of Directors as defined by law and the bylaws, the Chairman provides assistance and advice to the Chief Executive Officer on the following subjects: financial communication; promotion of corporate image and culture; relations with the Group’s partners and shareholders. The Chairman organizes his activity to guarantee his availability so that his experience can be used for the benefit of the Group. At the request of the Chief Executive Officer, he may participate in any internal meeting dealing with matters relating to strategy, organization or investment or divestment projects. The Chief Executive Officer is responsible for the Company’s general management. By coordinating the operational and financial strategy, he can deliver insight to the Group’s financial communication and promotion of the Company’s image through the media. The Chief Financial Officer oversees the implementation of the strategic guidelines, in particular during the current transformation period, and assists the Chief Executive Officer in his operational responsibilities and the Company’s day-to-day management. The Chief Executive Officer and Chief Financial Officer represent the Company in its dealings with third parties and have the same powers to act on behalf of the Company in all situations.