JACCAR Holdings SAS Bondholders information meeting, … · –Greenship Gas assets consisting of...

1 | Strictly private & confidential | April 2017

JACCAR Holdings SAS Bondholders information meeting, ParisApril 4th, 2017


Contents

Sections

1 JACCAR Holdings financial situation 4

2 Possible restructuring plan for JACCAR Holdings 16

Appendix 41


JACCAR Holdings’ portfolio

80%51.9% 100% 50.1%94%

GAS

JACCAR OIL & GAS

FISHING

Fishing

Pure premium

seafood

16 vessels

SAPMER Holding

Assets being divested

CHINA

Electric vehicles

(ZAAP)

Sinopacific

shipbuilding

VIETNAM

Port operation

(Bourbon Ben Luc)

Digital printing (My

Lan Group)

OTHERS

OFFSHORE SUPPLY

BOURBON

Fleet1: 520

Established: 1948

GREENSHIP GAS

EVERGAS

Fleet: 24

Established: 2010

DRY BULK

GREENSHIP BULK

SETAF SAGET

JACCAR Holdings

MANAGEMENT &

EPC FOR MARINE

Manufacturing

WATTS

OFFSHORE

Engineering,

Contracting &

Supervision – JHW

Management and

Financing

JHW

Established: 1980

Fleet: 14

Fishing


1. JACCAR Holdings financial situation


GAV & NAV in M€

191

275

684818

1140

642

782

1 017

691 716 735

646

157

128

191

318

796

974

1,316

878

976

1,282

9911,032

1,020

1,360

917 906

0

200

400

600

800

1,000

1,200

1,400

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Gross Asset Value

Net Asset Value

GAV & NAV Evolution


Take over bid on

BOURBON

SINOPACIFIC

“bankruptcy”

Note:

E&Y review not yet finalized for 2016 NAV


2014 – 2016 NAV

Note:



BOURBON share valuation in 2016 includes 20% control premium above closing share price of €11.2

In 2016, Gas valuation includes the impact of Mortimer bond

327

36

63

67

261

255

709

547

1,360

906

2014 2016

Others Fishing Gas BOURBON

714 778

646

128

1,360

906

2014 2016

Net debt NAV

2014-2016 NAV

(€m)

2014 2016 2014 2016


In M€ 31/12/2016 31/12/2015 31/12/2014 31/12/2013 31/12/2012 31/12/2011 31/12/2010

Segment A 576 533 772 462 427 384 554

Bourbon 508 472 709 388 367 356 527

Sapmer 63 60 63 74 60 28 27

Others 4 - - - - - -

Segment B 276 241 293 199 145 70 34

Greenship 276 241 293 199 145 70 34

Segment C 55 144 294 358 460 537 695

SinoPacific 17 39 159 227 272 315 425

SOE - - - - - 35 41

Piriou - - - 4 22 18 19

Jaccar Capital Fund 0 15 18 18 42 47 71

Vietnam Capital Fund 6 6 11 22 21 12 17

Vietnam Opportunity - - - - - 3 4

Cathaya Fund 9 48 53 47 50 50 25

CBO Territoria 4 4 5 5 19 16 25

Other investments 18 32 49 35 35 42 69

Gross asset value 906 917 1,360 1,020 1,032 991 1,282

Financial debt (785) (765) (750) (290) (355) (327) (275)

Cash net 7 4 36 6 39 27 9

Net financial debt (778) (761) (714) (285) (316) (300) (266)

Net asset value 128 157 646 735 716 691 1,017

Number of shares 17,345,417 17,345,417 17,345,417 17,345,417 17,345,417 16,000,000 16,000,000

Net asset value per share 7.4 9.0 37.2 42.4 41.3 43.2 63.6

FY 2016 NAV Summary

Note:




7

375

55

128

410

276

785

576

Cash Gross asset value Corporate

debtNet asset

value

JACCAR Holdings Portfolio

913 913

in M€

906

Segment A Segment CSegment B Cash

Capital structure

Acquisition facility for

BOURBON takeover


Note: E&Y review not yet finalized for 2016 NAV


JACCAR Holdings takeover of BOURBON was done just before the sudden and sharp drop of oil

price:

– Gross Asset Value of BOURBON decreased by €200m despite the valuation of controlling interest

(>50%)

– Net debt funded BOURBON acquisition was €410m

The simultaneous crisis into the cyclical shipping activities has driven shipyards to near

bankruptcy, decreasing gross asset value related to Sinopacific by nearly €150m in two years

The resulting Net Asset Value decrease is around €520m which has had the following consequences

– The breach of covenants, specially the minimum NAV in relation to debt

– Difficulties to repay loans and bond in June 2016


JACCAR Holdings financial situation


BOURBON could not secure financing to purchase the gas activities from JACCAR which would

have provided $220m of cash to JACCAR Holdings

The disposal of the Bulk activity became hazardous due to the crisis in the cyclical business

Cash collection as dividends from BOURBON had to be dropped in favor of payments of dividends

in shares


Action plans to face liquidity failed to materialize


In order to rebalance its portfolio towards a long term contracted business into the gas midstream

segment, BOURBON decided in March 2016 to acquire JACCAR’s gas assets made of:

– Greenship Gas assets consisting of 17 gas carriers (o/w 13 at sea by that time)

– Evergas and Greenship Gas France, operating and contracting companies based in Denmark,

Copenhagen and in France

– JHW, EPC company based in China, Shanghai for a total equity of $320m of which $220m paid cash

and $100m by seller’s credit

In May 2016, in the midst of the challenged Offshore Supply market, BOURBON decided to

postpone its strategic move into the gas midstream segment and cancelled the acquisition project


BOURBON failed to purchase the gas activities


Dry bulk market has fallen to its 30-year lowest level due to (i) a massive oversupply mainly driven by

unnecessary billions of US$ deployed by private equity firms, mostly from the US, to put new tonnage at

work and (ii) a reduction in demand on the back of China’s growth unexpected and sharp slowdown

To overcome this shrinking market, large part of the dry bulk players, at the same time, had to

restructure their indebtedness and tap the private markets to recapitalize their balance sheet

–

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

BS

I w

eekly

ave

rage i

n U

S$ p

er

day

Baltic Supramax Index in US$ per day

BSI’s 30-year lowest

level was reached on

Feb 12, 2016 at

$2,591 per day

Source: BSI market data


Bulk activities could not be sold

The dry bulk industry faced an unique market collapse



Bulk activities could not be sold (cont’d)

Greenship Bulk value was negatively influenced by the down cycle in bulk shipping

– Vessel value went down from $25m to $12m, breaking the loan to value covenant

– Setaf operations could not generate the cash needed to repay banks loans

– Despite a mandate to sell Greenship Bulk given to investment advisors early 2016, meaningful purchase

proposals could not be obtained from the market

Banks actions led to:

– Disposal of 4 vessels under the pressure of Nordea resulting in $12m per ship and leaving a total

shortfall of $4m which was paid out of available cash

– Orderly disposals of the remaining of the fleet (14 vessels) at above $17m per ship, leaving a surplus

available for unitholders

The expected value initially planned from the resale of JACCAR bulk activities for loan repayments

of JACCAR loans could not be reached which made the bridge loan part of the BOURBON takeover

financing (Tranche C), impossible to be repaid on time


BOURBON 2016 dividend had to be taken in shares

– BOURBON cash preservation strategy was implemented by the board under the pressure of the down

cycle in the oil offshore industry

– JACCAR Holdings had to commit to take the dividend in shares

– No cash was therefore available to repay in 2016 annuity due on the loan having financed BOURBON

shares acquisition (tranche A)

JACCAR Holdings has therefore defaulted on the loan which triggered the need for restructuring

under standstill granted by the banks


BOURBON 2016 dividend in share


JACCAR Holdings has been facing liquidity situation that could lead to insolvency without

adequate restructuring

– Postpone repayment of bank loans

– Re-define the existing pre IPO bond maturity and cost

– Balance the cash repayments of loans and bond with possible cash collection from dividends and

disposal of assets

The full repayment is possible provided the time required to restore value on JACCAR’s core

portfolio is given by creditors to management

Jacques de Chateauvieux is personally committed to manage the next 5 years and puts creditors

full repayments ahead of any personal consideration


JACCAR Holdings financial situation


2. Possible restructuring plan for JACCAR Holdings


JACCAR Holdings controlling shareholder has decided to focus on 3 businesses and repay all corporate

debt within 5 years: SAPIENS action plan

We believe that the value creation of the SAPIENS portfolio would easily repay the loans and bond, should

enough time be given to management

In the 3 businesses, the drivers of value creation are different and not correlated

The successful restructuring plan has to be comprehensive, fair to all stakeholders and take the Common

Good as its golden rule

Jacques de Chateauvieux is committed to make it happen and repay all.


Key elements to define the proper restructuring


JACCAR Holdings has decided:

To focus on 3 businesses: Offshore, Gas and Fishing and dispose of everything else

Through action plan “SAPIENS” to have no debt and guarantee outstanding by 2022

SAPIENS action plan

JACCAR Holdings

80%51.9% 100% 94%

GAS

JACCAR OIL & GAS

FISHING

Fishing

Pure premium

seafood

16 vessels

SAPMER Holding

OFFSHORE SUPPLY

BOURBON

Fleet: 520

Established: 1948

GREENSHIP GAS

EVERGAS

Fleet: 24

Established: 2010

MANAGEMENT &

EPC FOR MARINE

Manufacturing

WATTS

OFFSHORE

Engineering,

Contracting &

Supervision – JHW

Management and

Financing

JHW

Fishing



The Offshore cycle will provide recovery momentum which should benefit to BOURBON value and be used at repayment time if not before

3 businesses, 3 different drivers… not correlated

JACCAR Holdings

GasOffshore Fishing and Processing

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

0

20

40

60

80

100

120

140

160

180

2015a 2016a 2017e 2018e 2019e 2020e 2021e

EBITDA in MUS$

EBITDA backed by long term contract in %

Growth backed by long term contract

EBITDA

250

300

350

400

450

500

550

600

650

700

2015a 2016a 2017e 2018e 2019e 2020e 2021e

EBITDAR in MEUR

Manage through the cycle

EBITDAR

down cycle

mid cycle

up cycle

-30

-20

-10

0

10

20

30

40

50

2014a 2015a 2016e 2017e 2018e 2019e

Access to premium seafood resources

EBITDA

Toothfish Lobster Tuna Total EBITDAin MEUR

With the delivery of the last Dragon vessels (27,500m3 for INEOS), raise new money to fund growth in the midstream Ethane logistic service between the US and Asia. Those vessels being secured by long term contract businesses

Grow the value of the fish through processing, marketing and branding following the proven recovering of fishing efficiency


0

150

300

450

600

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Supply and IMR vessels

Crew boats

Total fleet

_ Fleet (#of vessels)

_ Vessels delivered from Chinese shipyard

(cumulative numbers)

0

50

100

150

200

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

0

4000

8000

12000

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

_As of 2002, focus on offshore marine services to become the world leader

BECOMING THE #1 WORLD PLAYER OF

OFFSHORE MARINE SERVICES

0

500

1000

1500

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Revenues EBITDAR

_ Revenues and cash generation (€m)

_ People

CAGR 2002-2015: 19%



BOURBON CORPORATION

€ million 2012 2013 2014 2015 2016

Revenues 1 186,9 1 311,9 1 346,4 1 329,6 1 020,6

EBITDAR 383,0 450,3 488,1 520,6 366,8

EBITDA 406,2 575,7 438,3 341,7 178,5

Net Result 41,9 115,0 73,7 - 76,6 - 279,6

Equity 1 411,8 1 484,8 1 625,0 1 564,3 1 255,5

Net debt 2 060,5 1 702,0 1 348,5 1 395,5 1 468,2

Net Debt/Equity1,5 1,1 0,8 0,9 1,2

Net Debt/EBITDA 5,1 3,0 3,1 4,1 8,2



A YOUNG AND MODERN FLEET: 7.8 YEARS ON

AVERAGE

Deep Water Services:

89 vesselsAverage age: 9.3 years

Engineering &

Project Management

Shallow Water Services:


Support to Offshore

Fields:

22 vesselsAverage age: 7 years

Personal Transportation:


IMR Services:

19 ROVsAverage age: 5.5 years

MARINE SERVICES SUBSEA SERVICES



A DIVERSIFIED GEOGRAPHICAL FOOT PRINT

More than

9,000

employees

89

nationalities

Present in over

45

countries

Around

60%

local employees

513

Vessels

Adjusted revenues

1,102

Million euros



19.0%

10.0%

7.0%

6.0%

6.0%

6.0%

4.0%

3.0%3.0%2.0%

34.0%

PETROBRAS

TECHNIP

MARINE NATIONALE

OTHERS

A BALANCED PORTFOLIO OF CUSTOMERS

The Bourbon Trieste in Nigeria, under contract with TUPNI

2016

ABU DHABI

NAT OIL CY

PERENCO

TOTAL

CHEVRON

EXXON

BP

PEMEX

1.IOCs: International Oil Companies

2.NOCs: National Oil Companies

*According to the annual average turnover generated by BOURBON

46%

22%

15%

13%

4%

Supermajors

Contractors

IOCs2

NOCs1



56%

14%

20%

10%

A BALANCED REVENUES PORTFOLIO

31%

26%

23%

20% Deep

Shallow

Crew

IMR

Commodities Specialties

Africa

EMM

Americas

Asia

68%

6%

5%

21%

MPSV

90 %

2%5%3%

CREW

49%

9%

38%

4%

PSV+FSIV

32%

31%

22%

15%

AHTS

v

140 22

235102

Segments

Operational areas



_Local partnerships for secured access to market, compliant with national local content rules

LOCAL PARTNERS FOR ACCESS TO MARKET

True partnership: share know-how, share asset ownership, share key positions

JV

Project JV

Affiliates



TIDEWATER

HORNBECK

MAERSK

FARSTAD

SOLSTADPOSH

DEEP SEA

SIEM

DOF

-

200

400

600

800

- 500 1,000 1,500 2,000

TIDEWATERHORNBECK

MAERSK

FARSTADSOLSTAD

POSH

DEEP SEASIEM

DOF

GULFMARK -

200

400

600

800

- 500 1,000 1,500 2,000

12 months 2015

BOURBON CASH GENERATION RESILIENCYE

BIT

DA

R

Revenues

In millions $

EB

ITD

AR

Revenues

In millions $

Source: Public information, BOURBON

GULFMARK

12 months 2016

US Competitors North Sea Competitors Asian Competitors

BOURBON

BOURBON

PACIFIC RADIANCEPACIFIC RADIANCE



TIDEWATER

HORNBECK

MAERSK

FARSTAD

SOLSTAD

POSHDEEP SEA

SIEM

DOF

-

100

200

300

400

500

- 200 400 600 800 1,000 1,200 1,400

TIDEWATER

HORNBECK

MAERSK

FARSTAD

SOLSTAD

POSH

DEEP SEA SIEM

DOF

GULFMARK

-

100

200

300

400

500

- 200 400 600 800 1,000 1,200 1,400

12 months 2015

DOWN CYCLE IMPACT ON OSV COMPETITORSE

BIT

DA

R

Revenues

In millions $

EB

ITD

AR

Revenues

In millions $

Source: Public information, BOURBON

12 months 2016

US Competitors North Sea Competitors Asian Competitors

SOLSTAD +

FARSTAD

PACIFIC RADIANCEPACIFIC

RADIANCE

GULFMARK



40%

50%

60%

70%

80%

90%

100%

Q32014

Q42014

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

Q32016

Q42016

Deep Shallow Crew boat Subsea

Quarterly evolution of utilization rates

In%

Source: BOURBON

Quarterly evolution revenues vs UR

Base 100Base 100

0

20

40

60

80

100

120

Q32014

Q42014

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

Q32016

Q42016

Revenues UR

# FTE 511.3 # 89 # 133 # 269 # 22

BOURBON IS OVERALL MORE RESILIENT

READY FOR THE RECOVERY 2. Possible restructuring plan for JACCAR Holdings


BOURBON: WHAT NEXT?

OWNER SHIPMAN CONTRACTING ACCESS TO MARKET

NEW SERVICE

TO CLIENT

Smart shippingB Alliance

Business model evolution

Real time

monitoringApps

Machine learning

Remote control

Automation

Business Intelligence

BOURBON VALUE CHAIN: IMPACT OF DIGITAL




778 778

128

675

906

1,453

1 2Net debt NAV

BOURBON @ 11.2 +20% premium vs BOURBON @ 23.0 +20 % premium

▪ The restructuring period is aiming at not only recovering a higher BOURBON value but also to

benefit from the proposed developments into Gas and Fishing that is not taken into

consideration in the above graph

(€m)


Possible impact of BOURBON recovery

36 3667 67

255 255

547

1,094906

1,453

Others Fishing Gas BOURBON



Ship Owning Ship Operation expertise Ship EPC expertise

JACCAR Holdings activity in Gas


Vessels % of fully delivered revenue

LPG 5k cbm

Ethylene 12k cbm

LNG/multigas 27k cbm

6 x vessels

9 x vessels

8 x vessels

12%

37%

51%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

0

20

40

60

80

100

120

140

160

180

2015a 2016a 2017e 2018e 2019e 2020e 2021e

EBITDA in MUS$

EBITDA backed by long term contract in %


EBITDA

Note: Including new building program


EBITDA


Gas activity is increasingly based on long term contracts


New developments will be carried out only with long term contracts and safe and secured financing

32,000m3 INEOS Max

85,000m3 VLEC

Growth in Gas midstream segment

1

2

Growth in US

Ethane supply


32,000m3 INEOS Max1

85,000m3 VLEC2


Growth in Gas midstream segment (cont’d)



SAPMER: first impact of recovery action plan


SAPMER SA recovery can be summarized as follows:

in €m 2012 2013 2014 2015 2016

Revenues 93,1 91,6 87,6 87,2 129,5

Ebitda 24,2 17,6 1,4 5,7 30,0

Net results 8,6 4,1 -11,9 -6,1 12,1

Equity 45,9 50,3 39,5 34,9 48,6

Total net debt 91,2 83,9 81,7 74,3 77,4

Debt / Equity 1,98 1,67 2,07 2,13 1,59

Net debt / Ebitda 3,8 4,8 58,4 13,0 2,6


SAPMER: a leading brand for natural premium seafood


SAPMER operations improvements in its tuna business explains the recovery experienced in 2016 and

that should continue its trend in 2017

SAPMER will further improve the performance of its operation and focus on premium natural seafood

marketed under its brand on the high end markets

2014 2015 2016

Number of vessels (full time equivalent) 5 5 5

Average tonnage catch per vessel (t) 4 482 4 338 6 679

Average costs of fishing operations per kg (base 100 in 2014) 100 104 75

Average selling price (base 100 in 2014) 100 101 129

Lobster Toothfish Tuna steak Tuna sashimi


Restructuring key success factors

The successful restructuring plans are, in our opinion the following

1. Full dedication of Jacques de Chateauvieux and its devoted team at corporate and affiliate levels

2. 5 years without undue obligations to sell JACCAR’s core assets unless a predefined valuation is

reached

3. Flexibility: what to sell, in which percentage, where, to whom, in order to:

– Protect each affiliate own’s development

– Maximize repayment capabilities

– While implementing SAPIENS action plan

4. The final restructuring plan should be fair and balanced for each stakeholders and guided by its

effective contribution to the Common Good



Conclusion

Since July 2016, JACCAR Holdings and the banks have been in discussions under standstills

provisions, the last one ended January 26, 2017

Since then JACCAR Holdings became a French SAS (simplified joint stock company) company

registered in Marseille, France

The banks prioritized a solution where 4 to 5 years would be given to the management to restore

value and orderly dispose of assets to fully repay the loans and the bond

Among the different options, not all of them have the same consequences on the maturity,

principal repayment, the level of remuneration and the timing of interest payments, notably for the

bond

JACCAR Holdings pre IPO bond being listed, the company will communicate on the proposed

solution in accordance with the relevant regulations


Appendix


As at 31 Dec 2016, NAV was at 128M€ (*), decreasing by 29M€ (i.e.18%) from 157M€ at as 31 dec 2015,

mainly due to

– Bourbon value increased 36M€ from 472M€ to 508M€ as a combination of the following impacts

• Bourbon price further fell to 11.5€/share from 13.4 €/share

• JH received additional 3.7M Bourbon shares as dividend

• JH records premium 20% on market value of Bourbon shares due to controlling rate of 51.9%

– Bulk was revalued using market price of vessels sold. Consequently, Bulk value in portfolio dropped by

28M€. Provision for loss of Maypole and Mayfly vessels further removed 5M€ from JH’s NAV

– Revaluation of GAS using market value of the fleet lifted up its value by 18M€

– Bankruptcy of Sinopacific and Zhejiang/ Dayang yards lead to drop of 16M€ in the portfolio

– Provision for loss lowered Cathaya Fund value by 8M€

– Disposal of other assets in Segment C (APMG, Viet Au and Hiep Phuoc) at different prices compared to

valuation last period led to a write down of 12M€

– Interest payment of 25M€ and increase interest payables of 9M€

NAV per share at 31 Dec 2016 dropped to 7.4€/share from 9.0€/share in dec-2015

(*) E&Y review not yet finalized

FY 2016 key events


Dividend

43M€

157

128

(68)

91

18

(33)

(16) (8)

(12)

43

(39)

(11)

10

(3)

-

50

100

150

200

250

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Change in value

-16M€

Disposal

-12M€

FS 2016

-39M€

FX impact

-2M€

in M€

Bridge of NAV during 2016

(a) Bourbon average 1 month share price fell from 13.4€ to 11.5€(b) Bourbon control premium at 20% of market value (c) Change in GAS’s valuation method: from Transaction price to

Market Value of the fleet(d) Bulk business value dropped due to 28M€ revaluation of Bulk &

5M€ provision for loss at Maypole and Mayfly

(e) Sino Pacific bankruptcy (f) Cathaya value fell mainly due to provision for loss (g) Divestment of APMG and HIPC at different prices compared to valuation last

period (-2M€ for APMG and -9M€ for HIPC) (h) 3.7M shares dividend of Bourbon (i) Mainly includes 25M€ interest payment and 9M€ increase in interest payables

Others

-3M€

NAV

2015

NAV

2016

Bourbon

(a)

Bourbon

(b)

Greenship

GAS (c)Bulk

Business

(d)

SinoPacific

(e)

AMPG

Viet Au

HIPC

(g)

Bourbon

(h)

(i) OthersNet

Debt

Segment A Segment CSegment B

Cathaya

(f)

2016 NAV variance vs. 2015

1. JACCAR Holdings financial 2016

A. NAV

Note: E&Y review not yet finalized for 2016 NAV


Disclaimer (1/2)

Certain statements contained in this document are forward-looking statements (including objectives and trends), which address our

vision of the financial condition, results of operations, strategy, expected future business and financial performance of Jaccar

Holdings and Bourbon SA.

When used in this document, words such as “anticipate”, “believe”, “estimate”, “expect”, “may”, “intend”, "predict," "hope," "can,"

"will," "should," "is designed to," "with the intent", "in our opinion ", "potential”, "possible ," “plan” and other words of similar import

are intended to identify forward-looking statements. Such statements include, without limitation, projections for improvements in

process and operations, revenues and operating margin growth, cash flow, performance, new products and services, current and

future markets for products and services and other trend projections as well as new business opportunities.

Although Jaccar Holdings believes that the expectation reflected in such forward-looking statements are reasonable, such

statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a

result of a number of risks and uncertainties, many of which are outside our control, including without limitations:

- foreign exchange fluctuations, fluctuations in oil and natural gas prices, changes in oil companies investment policies in the

exploration and production sector,

- the growth in competing fleets, which saturates the market,

- the impossibility of predicting specific client demands,

- political instability in certain activity zones, ecological considerations and general economic conditions

Please refer to the most recent Reference Document (Document de référence) filed by Bourbon SA with the French Autorité des

marchés financiers for additional information in relation to such factors, risks and uncertainties.

Accordingly, we caution you against relying on forward-looking statements. The forward-looking statements abovementioned are

made as of the date of this document and neither Jaccar Holdings nor any of its subsidiaries undertake any obligation to update or

review such forward-looking statements whether as a result of new information, future events or otherwise. Consequently neither

Jaccar Holdings nor any of its subsidiaries are liable for any consequences that could result from the use of any of the above

statements.


Disclaimer (2/2)

The information contained in this document (the “Information”) does not constitute an offer or invitation to sell or purchase, or any

solicitation of any offer to purchase or subscribe for, any securities of Jaccar Holdings or Bourbon SA. Neither this document, nor

any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This Information

is solely for your information on a confidential basis and may not be reproduced, redistributed or sent, in whole or in part, to any

other person, including by email or by any other means of electronic communication. In particular, neither this Information nor any

copy of it may be taken, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan. The

distribution of this Information in other jurisdictions may be restricted by law and accordingly, recipients of this Information represent

that they are able to receive the Information without contravention of any unfulfilled registration requirements or other legal

restrictions in the jurisdiction in which they reside or conduct business. There will be no sale of the securities described herein in any

state or jurisdiction in which such offer, sale or solicitation would be unlawful.

No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy,

completeness or correctness of the Information or opinions and Jaccar Holdings and its employees or representatives acting on the

Jaccar Holdings’ behalf do not accept any responsibility or any liability (in negligence or otherwise) whatsoever for/or make any

representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the Information (or whether any

information has been omitted from the Information) or any other information relating to Jaccar Holdings or Bourbon SA, their

subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made

available or for any loss or damages of any kind which may arise from any use of (or reliance upon) this document or its contents, by

you or others, or otherwise in connection with the Information.

The Information includes only summary information, are expressly qualified in their entirety by the factors referred to above and does

not purport to be comprehensive. The Information and opinions are provided as at the date of this presentation and are subject to

change. Neither Jaccar Holdings nor its employees or representatives acting on the Jaccar Holdings’ behalf undertake to update this

document. You should not rely on any representations or undertakings inconsistent with the above paragraphs. Your receipt and use

of this document constitutes notice and acceptance of the foregoing.

Before purchasing any securities of Jaccar Holdings you should take steps to ensure that you understand and have made an

independent assessment of the suitability and appropriateness thereof, and the nature and extent of your exposure to risk of loss in

light of your own objectives, financial and operational resources and other relevant circumstances. You should take such

independent investigations and such professional advice as you consider necessary or appropriate for such purpose.

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