2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 53 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 3.7.8 Stock options awarded and/or exercised during 2017 In accordance with the AFEP-MEDEF Code, to which the Company refers, stock option plans for corporate officers have been subject to performance conditions since 2009. 3.7.8.1 Plan no. 9 dated December 5, 2011 for stock subscription and/or purchase options The 2011 plan is exercisable from December 5, 2015 until December 4, 2017. The Board of Directors had decided that the definitive allocation of options to the Chief Executive Officer and the Executive Vice Presidents would be subject to the following performance conditions: 3 1 st criterion: TRIR = 0.70 on average over the 2010-2015 period; 3 2 nd criterion: average annual revenue growth over the 2010- 2015 period. The reference value is the same as the target in the “BOURBON 2015 Leadership Strategy” plan; 3 3 rd criterion: EBITDA/Average capital employed excl. advances in 2015. The reference value is the same as the target in the “BOURBON 2015 Leadership Strategy” plan. The Board of Directors, on the recommendation of the Nominating, Compensation and Governance Committee, having taken note of the results achieved versus the targets set, decided that only the first criterion for the average safety rate for 2010-2015 had been achieved (average result of 0.63). The corporate officers were therefore able to exercise a third of the options granted to them in December 2011 between December 2015 and December 2017. No options had been exercised as of December 31, 2017. No options may be exercised after December 4, 2017. 3.7.8.2 Plan no. 11 dated December 2, 2013 for stock subscription and/or purchase options The 2013 plan is exercisable from December 2, 2017 to December 1, 2019 The Board of Directors decided that the definitive allocation of options to the Chief Executive Officer and the Executive Vice Presidents would be subject to the following performance conditions: 10% will be paid if the 2013/2014/2015 TRIR (Total incidents recorded per million hours worked based on a 24-hour day) average does not exceed 0.65 in 2015; 3 10% will be paid if the fleet availability rate is at least 95% in 2015; 3 20% will be paid if the EBITDAR/revenue ratio is at least 38% in 2015; 3 20% will be paid if the EBITDA/capital employed ratio is at least 20% at the end of 2015; 3 40% will be paid if the annual average increase in BOURBON share prices, over the four years of the plan, is at least 8% (based on the allocation price). The Board reserves the option to adjust performance conditions in the event of major changes to exchange rates, in the event of exceptional circumstances requiring and justifying such a change, subject to approval by the Nominating, Compensation and Governance Committee, to neutralize, as far as possible, the consequences of major changes to the targets set at the time of initial allocation. All existing options allocated to corporate officers still in office as of December 31, 2017 represent 0.10% of the Company’s potential share capital to date. In accordance with Article L. 225-18 of the French Commercial Code, as of 2008 the Board of Directors decided that corporate officers would have to retain 20% of shares resulting from an exercising of options until the end of their tenure. Also, corporate officers must not use any hedging instruments on any stock options or shares allocated to them by the Company. Corporate officers must also honor a duty of care and vigilance, as well as an obligation to take extra precautions in any personal transactions on company securities. In particular, they must not carry out any speculative short-term transactions or trades on Company shares, in the following cases: 3 when they are in possession of information that could, when published, affect the price of these shares; 3 during periods explicitly indicated to them by the Company, especially during the month preceding the preliminary announcement of the annual and half-yearly results of the Company, and two weeks prior to the publication of the Company’s quarterly revenues; 3 during this period, only the simple exercise of options is permitted. Upon notice from the Nominating, Compensation and Governance Committee and the Audit Committee, the members of the Board On the recommendation of the Compensation and Governance Committee and the Audit Committee, the members of the Board noted in its meeting of December 4, 2017, that the only Executive Director having remained in post for the entire duration of the option period was Gaël Bodénès, and that only 40% of the performance criteria had been attained; the following 2 criteria had also not been met: 3 EBITDA/capital employed, which must be equal to 20% at the end of 2015; 3 average annual increase in the price of the BOURBON share, over the 4 years of the duration of the plan, which needed to be equal to 8% (based on the allocation price). Consequently, the Board decided that Gaël Bodénès could exercise 40% of the number of options allocated in 2013. 3.7.9 Stock options awarded during the year 2017 to each Executive Director None 3.7.10 Stock options exercised during the year byeach Executive Director None