2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 45 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 (c) any planned merger, spin-off, or partial asset contribution; (d) any capital increase (including any decision to eliminate the shareholders’ pre-emptive subscription right either immediately or in the future) in kind or in cash, including capital increases resulting from a merger, partial asset contribution or contribution in kind; (e) issuance of any securities, whether or not giving access (immediately or in the future) to the Company’s share capital or voting rights; and (f) any decision to hire or appoint any employee or corporate officer to be a member of the Executive Committee or to be Chief Executive Officer of BOURBON Corporation SA and its subsidiaries. The Board of Directors reviews and approves the information published in the Registration Document. It approves the composition of the Group’s Management. The Board of Directors reviews its composition whenever necessary. It reviews its functioning annually. 3.4.3 Meetings of the Board of Directors The Board of Directors meets as often as required by the interests of the Company. All Directors receive the information necessary to perform their duties, particularly to prepare for every Board meeting. The written texts and documents in support of items on the agenda are sent to them in advance, in the week preceding the meeting, for prior consideration and analysis. The Directors also receive all information on significant events occurring in the Company between Board meetings. The minutes of the meetings of the Board of Directors are drafted at the end of each meeting and sent to all the Directors within the stipulated deadlines. The minutes are generally subject to their express approval at the following Board meeting. The Statutory Auditors are invited to the meetings in which the Board of Directors closes the financial statements. The Board of Directors held nine meetings in 2017, with an average duration of three hours for Board meetings dealing with ongoing topics (six meetings), and a whole day for strategic Board Meetings (one meeting). An additional meeting was held by teleconference as provided for in the bylaws and the Board’s internal regulations to discuss specific items for strategic decision-making immediately, for which the Directors were very responsive. Directors were also consulted electronically to give their opinions on specific subjects when necessary. 3.4.4 Table summarizing attendance rates at Board and committee meetings in 2017 Directors Board Audit Committee Nominating and Compensation Committee Jacques d’Armand de Chateauvieux 100% - - Adrien de Chomereau de Saint André (1) 100% - 100% Guillaume d’Armand de Chateauvieux (2) 100% 100% Christian Lefèvre 100% - - Baudouin Monnoyeur 100% - - Astrid de Lancrau de Bréon (3) 100% 100% Agnès Pannier-Runacher 100% 100% - Philippe Salle 78% - 100% Adeline Challon-Kemoun (4) 89% - 100% Elisabeth Van Damme (5) 89% 100% Mahmud B. Tukur 89% 67% - Xiaowei Wang 78% - - Advisor Henri de Chateauvieux 100% - - (1) Adrien de Chomereau de Saint André has been a Director since June 19, 2017. (2) Guillaume d’Armand de Chateauvieux is no longer a Director effective June 19, 2017. (3) Ms. de Lancrau de Bréon is no longer a Director effective February 1, 2017. (4) Adeline Challon-Kemoun has been a Director since March 13, 2017. (5) Elisabeth Van Damme has been a Director since May 23, 2017. The meetings of the Board of Directors in 2017 focused on reviewing and discussing the following issues: 3 monitoring of day-to-day management: 3 detailed review of Group activity, 3 approval of interim statutory and consolidated financial statements, approval of annual statutory and consolidated financial statements, 3 review of the Group’s cash position and indebtedness, 3 implementation of the share buyback program, 3 review of the risk management and internal audit system, 3 monitoring of the competitive environment and the business environment in which the Group operates, especially in a challenging market,