BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

Evolution of Administrative and Management Bodies occurred up to the registration document’s date of publication

Departure

Appointment

Reappointment

Board of Directors

Resignation of Bruno Bich as Chairman and Chief Executive Officer (due to the age limit defined in the Articles of Incorporation), as well as Director May 16, 2018

Appointment of Pierre Vareille, former Vice-President and Lead Director, as Chairman of the Board May 16, 2018 Appointment of Gonzalve Bich as Chief Executive Officer and Director May 16, 2018 Appointment of Candace Matthews as member of the Audit Committee, as a replacement for Pierre Vareille May 16, 2018

Renewal of M.B.D. (Édouard Bich) as Director May 16, 2018 Renewal of Marie-Henriette Poinsot as Director May 16, 2018

Audit Committee

Composition of the Board 4.1.1.2. of Directors

In 2018, in accordance with the Diversity Policy, the appointment of Maëlys Castella will be submitted to the Shareholders’ Meeting of May 22, 2019. Maëlys Castella will provide the Board with her expertise in finance and her experience in strategy and sustainable development, acquired within important international groups, such as Air Liquide. Information on how the Company is seeking gender balance into the Leadership Team and on the results in terms of diversity among the 10% top-level positions is available in section 3.4.8 " Promoting Diversity " of the registration document (page 105-106). Among the eleven members of the Board of Directors of SOCIÉTÉ BIC are: four women: Elizabeth Bastoni, Marie-Pauline Chandon-Moët, ● Candace Matthews and Marie-Henriette Poinsot, giving 40% female Directors  (1) since May 2017; one Director representing the employees: Vincent Bedhome; ● four different nationalities, helping the BIC Group to benefit ● from an international vision; four Independent Directors within the definition of the ● AFEP-MEDEF’s Corporate Governance Code: Elizabeth Bastoni, John Glen, Candace Matthews and Pierre Vareille, giving 40% Independent Directors  (1) .

The Board of Directors is chaired by Pierre Vareille. The Directors are appointed by the Shareholders’ Meeting. The term of their office is three years except when shorter in order to favor a smoother replacement of Directors. According to the Articles of incorporation, the Board of Directors must comprise between three and twelve members.

Diversity policy applicable to the Board composition

Supported by the Nominations, Governance and CSR Committee, the Board strives for a balanced composition adapted to the challenges that the Group faces. The Board is thus composed of men and women, all with high level management experience and/or with expertise in a particular field (such as finance, production and human resources). Moreover, the Board of Directors endeavors to be composed of at least one-third Independent Directors.

Excluding the Director representing the employees. (1)

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •