2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 42 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance During its meeting held on March 12, 2018, the Nominating, Compensation and Governance Committee reviewed current Company practices in the light of the provisions of the AFEP- MEDEF Corporate Governance Code, as interpreted in the guide to the application of the AFEP-MEDEF Code published by the High committee on Corporate Governance (November 2016 version). The committee concluded that the Company’s practices were consistent with the recommendations, except for one provision, which is not applied for the reasons given in the table in section 3.9 of this management report. At March 31, 2018, the Board of Directors was composed of nine Directors, including four women – making up at least 40% of the Board – and three foreign nationals (Belgian, Chinese and Nigerian), all of whom have General Management experience and different and complementary skillsets. As provided for in Article 18 of the Company’s bylaws, the Board may appoint up to two advisors. Henri d’Armand de Chateauvieux, a shareholder owning more than 5% of the share capital and a member of the concert party, appointed advisor by the Board at its meeting of August 25, 2014 for a three-year term that was renewed by the Board on September 4, 2017, has taken office after serving as a Director of the Company for many years. He assists the Board in its work and attends Board meetings in an advisory and non-voting capacity. The Board of Directors appoints its Chairman from among its members. Half of the current members of the Board of Directors have joined the Board in the past three years. They were chosen for their expertise, experience and knowledge of the strategic challenges posed by the complex market in which BOURBON operates. They also represent the interests of the two concert party members bound by the shareholders’ agreement, as mentioned in the latest version of the Board’s internal regulations dated August 25, 2014, available on the Company’s website. The Board of Directors will propose the appointment of a new Director, Antoine Grenier to the Combined Shareholders’ Meeting of May 30, 2018 Directors are appointed by the Shareholders’ Meeting for a term of three years. Between two meetings, in the event of a vacancy due to death or resignation, temporary appointments may be made by the Board of Directors and submitted for ratification by the meeting. The Board of Directors is staggered in accordance with the recommendations of the AFEP-MEDEF Code, with members re-elected on a rolling basis to ensure the continuity of the work performed by the Board and its committees. It should be noted that at the Shareholders’ Meeting of May 30, 2018, an amendment to the bylaws of BOURBON Corporation SA will be proposed to provide for the election of a Director representing employees on the Board of Directors of BOURBON Corporation SA. General rules relating to the composition of the Board and the appointment of Directors End of tenure Directors whose term is set to end Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2017 Agnès Pannier-Runacher, Mahmud B. Tukur Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2018 Jacques d’Armand de Chateauvieux, Christian Lefèvre, Xiaowei Wang Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2019 Adrien de Chomereau de Saint-André, Adeline Challon-Kemoun, Elisabeth Van Damme, Baudouin Monnoyeur Changes to the Board’s composition during the 2017 fiscal year and since the beginning of the 2018 fiscal year BM/SM date Cooptation/Appointment Renewal Departure 03/14/2018 BM Appointment of Jacques d’Armand de Chateauvieux as Chairman of the Board of Directors 03/12/2018 BM Philippe Salle (resignation) 09/04/2017 BM Henri d’Armand de Chateauvieux (Advisor) 06/19/2017 BM Adrien de Chomereau de Saint-André (provisional appointment to replace Guillaume d’Armand de Chateauvieux for the duration of his term) Guillaume d’Armand de Chateauvieux (resignation) 05/23/2017 SM Elisabeth Van Damme (appointment) Adeline Challon-Kemoun (ratification of her co-opting and renewal) Guillaume d’Armand de Chateauvieux Baudouin Monnoyeur Bernhard Schmidt (not renewed) 03/13/2017 BM Adeline Challon-Kemoun (provisional appointment to replace Astrid de Lancrau de Bréon for the duration of her term) Astrid de Lancrau de Bréon (resigned February 1, 2017)