BOURBON (EPA:GBB) BOURBON - Notice of General Meeting

Transparency directive : regulatory news

03/05/2010 11:30

BOURBON
a société anonyme [an incorporated joint-stock company under French law]
with an authorized capital of EUR38,868,429
Registered office : 33 rue du Louvre, 75002 Paris
Listed in the Paris trade register under n° 310 879 499

                          NOTICE OF GENERAL MEETING

                                     R

Notice is hereby given that a combined general meeting of the company will be
held in the Cité de l'architecture et du patrimoine au Palais de Chaillot, 7
avenue Albert de Mun, 75116 Paris on 9th June 2010 at 2.30 p.m. to transact
the following business :

Agenda of the ordinary general meeting

  ●  directors' report and group management report for the period
     closed on 31st December 2009 ;
  ●  chairman' s report as required by article L 225-37 of the French
     Commercial Code ;
  ●  special directors' report on stock options, as required by article L
     225-184 of the said Commercial Code ;
  ●  external auditors' report on the annual financial statements and
     consolidated accounts ;
  ●  special audit report on those agreements defined in articles L 225-38
     et seq. of the said Commercial Code [transactions with connected
     persons] ;
  ●  audit report on the in-house supervisory procedures for compilation
     and processing of accounting and financial data ;
  ●  discharge of liability for directors ;
  ●  approval of financial statements and consolidated accounts for
     the financial year 2009 ;
  ●  net income appropriation - decision concerning distribution of
     dividend ;
  ●  setting of directors' fees ;
  ●  renewal of tenure for two directors ;
  ●  ratification of the appointment of a director ;
  ●  renewed authorization for a corporate buyback programme ;
  ●  powers for filing and formalities

Agenda of the extraordinary general meeting
  * directors' report ;
  * external auditors' report ;
  * authorisation for the board of directors to reduce the authorised
    capital by cancellation of acquired shares ;
  * delegation of authority, for a duration of 26 months, to the board of
    directors to proceed with one or more increases of share capital by cash
    payment, with maintained preferential subscription rights, within an
    overall par-value limit of 8 million euros ;
  * delegation of authority, for a duration of 26 months, to the board of
    directors to proceed with one or more increases of share capital by cash
    payment, with suppression of preferential application rights in favour of
    employees of the company or connected companies, within an overall
    par-value
    limit of 8 million euros;
  * powers for filing and formalities.

                                    K

Notwithstanding any provisions to the contrary in the articles of association,
shareholders may take part in this meeting irrespective of the number of shares
they hold.

Legal entitlement to participate in the general meetings of companies whose
shares are traded on a regulated market or transacted by a central custodian is
justified by the account registration of shares, in the name of the shareholder
or of the intermediary registered on his behalf as prescribed by article
L.228-1, para. 7, of the French Commercial Code, by 00.00 hours, Paris time,
three working days prior to the meeting, either in the registered share
accounts kept by the company or in the bearer share accounts kept by the
accredited intermediary.

Account registration or entry of shares in the bearer share accounts kept by
the accredited intermediary must be evidenced by an attendance certificate
issued by the latter, by electronic transmission if need be as provided for
under article R.225-61 of the French Commercial Code, and appended to the
postal voting form or the proxy form or to the application for an admittance
card made out in the name of the shareholder or on behalf of the shareholder
represented by the accredited intermediary. A certificate is also issued
to any shareholder, wishing to be physically present at the meeting, who
has not received his admittance card by 00.00 hours, Paris time, three
working days prior to the meeting.

In lieu of personal attendance at the meeting, shareholders may choose one of
the three following means of participation :
   1. they may send a proxy form to the company, without naming a proxy ;
   2. they may appoint as proxy their spouse or another shareholder ;
   3. they may vote by post.

Proxy forms and postal voting forms are sent automatically to shareholders
registered in pure nominee accounts or accounts managed by post. As regards
bearer shareholders, proxy forms and postal voting forms will be sent to them
upon request, made by recorded-delivery mail with acknowledgement of receipt, to
CACEIS Corporate Trust - Service Assemblées générales - 14 rue Rouget de
Lisle - 92862 Issy-les-Moulineaux cedex 9, at least six days prior to the date
of the meeting.

To be counted, the postal voting form, duly completed and signed, must be
returned to the same address (CACEIS Corporate Trust - Service Assemblées
générales - 14 rue Rouget de Lisle - 92862 Issy-les-Moulineaux cedex 9) at
least three days prior to the scheduled date of the meeting.

Once the shareholder has cast his vote by post, sent a proxy form or requested
his admission card or an attendance certificate, he can no longer choose another
form of participation in the meeting unless this possibility is provided for in
the articles of association.

Any shareholder having sent a postal vote or proxy form, or having requested an
admission card or an attendance certificate, may nevertheless transfer all or
some of his shares at any time. If the transfer takes place before 00.00 hours,
Paris time, three working days prior to the meeting, however, the company will
cancel or accordingly amend, as the case may be, the postal vote, the proxy
form, the admission card or the attendance certificate. For this purpose, the
accredited intermediary holding the account notifies the company or its agent of
the transfer and forwards the necessary details.

Notwithstanding any agreement to the contrary, no transfer or other transaction
made after 00.00 hours, Paris time, three working days prior to the meeting,
whatever the means employed, will notified by the accredited intermediary or
taken into consideration by the company.

As required by French legislation, all the documents which must be communicated
to this general meeting will be put at the shareholders' disposal, within and
for the legal time-limits, at BOURBON's registered offices or sent upon request
made by normal post to CACEIS Corporate Trust.

Shareholders may pose written questions to the chairman of the board of
directors as of publication of this notice. These questions must be sent,
accompanied by proof of account registration, to the registered office of the
Company, by recorded-delivery letter with acknowledgement of receipt, at least
four working days prior to the date of the meeting.

The board of directors

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