2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 56 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance concentrated on one category of beneficiaries and, more particularly, on the Executive Directors, in accordance with the recommendations of the AFEP-MEDEF Code. The stock option plans for new or existing shares relate exclusively to shares of BOURBON Corporation. Each plan is decided by the Board of Directors, as delegated by the Shareholders’ Meeting, on the recommendation of the Nominating, Compensation and Governance Committee, which is specifically responsible for recommending the number of options to be awarded to management as well as setting any performance criteria. Stock options can only be exercised after the expiration of a period of four years, subject to presence conditions. Their exercise price corresponds to the average price of the share for the 20 stock market trading sessions prior to the date of award of the options, with no discount applied; The bonus share award plans relate exclusively to BOURBON Corporation shares; The bonus share award plans reflect a policy of proportional allocation which is not concentrated on one category of beneficiaries and, more particularly, on the Executive Directors, in accordance with the recommendations of the AFEP-MEDEF Code; Each plan is decided by the Board of Directors, as delegated by the Shareholders’ Meeting, on the recommendation of the Nominating, Compensation and Governance Committee, which is specifically responsible for recommending the number of shares to be awarded to management and for setting performance criteria; The Board of Directors sets the vesting and lock-up periods, and then determines the plan regulations, which govern the terms and conditions of the allocation of shares to beneficiaries: 3 The compensation policy for Executive Directors set by the Board of Directors may, under certain conditions, schedule the payment of severance payments or compensation for a non-compete undertaking capped at 24 months of annual compensation for the relevant executive; 3 The Board of Directors considers, in respect of other compensation, such as exceptional and standard compensation, indemnities or benefits due or likely to be due as a result of taking office, that in the interest of BOURBON and stakeholders, the principle of paying these to corporate officers under very specific circumstances should not rule out in principle. The payment of such compensation must be justified and the grounds for its implementation laid down by the Board. In any event, this other compensation must meet the requirements of the AFEP- MEDEF Code of Corporate Governance and may only be paid after approval by a Shareholders’ Meeting in accordance with Article L. 225-100 of the French Commercial Code amended by ruling no. 2017-1162 dated July 12, 2017; 3 Directors’ fees: members of the Board of Directors receive, as their only compensation, Directors’ fees up to the overall amount set by decision of the Combined Shareholders’ Meeting. These fees are paid based on attendance at the meetings held between two Ordinary General Meetings. The Combined Shareholders’ Meeting of May 20, 2014 decided to allocate an overall amount of €400,000 for 2014 and subsequent years. The procedures for distributing Directors’ fees are as follows: fixed compensation of €10,000; variable compensation which takes into account actual participation by each Director in the work of the Board of Directors and its committees, of €5,000 for attendance at “strategic and operational” Board meetings and €3,000 for attendance at other Board meetings as well as €5,000 for participation in committees. 3 The principles and criteria for the determination, distribution and allocation of fixed, variable and exceptional items composing total compensation and benefits of any kind attributable to Executive Directors in respect of 2018 were agreed by the Board of Directors at its meeting of March 14, 2018 on the proposal of the Nominating, Compensation and Governance Committee; these principles and criteria are as follows, and are subject to approval by the Shareholders’ Meeting of May 30, 2018. 3.8.2 Principle and criteria for determining the compensation of the Chairman and Chief Executive Officer for the 2018 fiscal year 3 Directors’ fees: The Chairman and Chief Executive Officer may receive and retain Director’s fees paid by BOURBON Corporation up to the limit set by the Shareholders’ Meeting in accordance with the allocation rule defined by the Board. The meeting of the Board of Directors of March 14, 2018, on the recommendation of the Nominating, Compensation and Governance Committee, decided to keep the same framework for fixed and variable annual compensation for the 2018 fiscal year, nevertheless with a modification concerning the limit on the variable compensation, i.e . with a calculation method based on the fixed compensation, with the variable compensation being capped at 70% of the fixed compensation: 3 annual fixed compensation: it will remained unchanged at an amount of €144,000; 3 annual variable compensation: this would remain fully linked to the Company’s performance, corresponding to 1% of the surplus net income (group share) for the fiscal year concerned and capped at 70% of the fixed compensation. In any event, this compensation must meet the requirements of the AFEP-MEDEF Code of Corporate Governance and may only be paid after approval by a Shareholders’ Meeting in accordance with Article L. 225-100 of the French Commercial Code. Other compensation, such as exceptional compensation, compensation, indemnities or benefits due or likely to be due upon taking office, may be paid under very specific circumstances. The payment of such compensation must be justified and the Board must provide an explanation of the reasons for granting such compensation. In any event, this other compensation must meet the requirements of the AFEP-MEDEF Code of Corporate Governance, and may only be paid after approval by a Shareholders’ Meeting in