BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

Evolution of the Board of Directors 4.1.1.3. following the Shareholders’ Meeting of May 22, 2019 Gonzalve Bich and Elizabeth Bastoni, whose mandates are up for renewal, will be proposed for reelection for three years at the Shareholders’ Meeting of May 22, 2019. Mario Guevara’s mandate will expire. The Board will also propose the nomination as Directors of: Maëlys Castella, as a replacement for Mario Guevara, ● Marie-Aimée Bich-Dufour, as a replacement for ● Marie-Henriette Poinsot, resigning. Subject to the approval of the Shareholders’ Meeting, the Board will be composed as follows: Pierre Vareille – Chairman; ● Gonzalve Bich – Director and Chief Executive Officer; ● Elizabeth Bastoni – Director; ● Vincent Bedhome – Director representing the employees; ● Marie-Aimée Bich-Dufour – Director; ●

Independent Directors do not have any relation of any kind with the Company, its Group or its management that is such as to color their judgment. In 2018, the sole relationships between a Director and BIC Group involve Directors qualified as non-independent. On the recommendations of the Nominations, Governance and CSR Committee, these relationships have been considered as non-significant in view of the commitments, the amount of the transactions they represent for each of the interested companies (they represent less than 0.05% of the commercial flows of each) and their normal conditions. According to the Internal Rules and Procedures, Directors qualified as independent strive to maintain this quality. However, if a Director believes that he/she can no longer or will shortly no longer be qualified as independent under the AFEP-MEDEF’s Corporate Governance Code, such Director must immediately notify the Chairman, who will place this item on the agenda of the next meeting of the Board of Directors. Training of the Directors In 2018, Directors attended an e-learning on Anti-Corruption and Ethics. In 2017, they had attended a seminar hosted by the International Institute for Management Development. Vincent Bedhome had attended the training program “To be an Employee Director” hosted by the Institut Français des Administrateurs . Each Director is provided, if he or she considers it to be necessary, with supplementary training relating to the Company’s specific features, its businesses, its business sector and its social and environmental responsibility aspects.

François Bich – Director; ● Maëlys Castella – Director; ● Marie-Pauline Chandon-Moët – Director; ● John Glen – Director; ●

Candace Matthews – Director; ● M.B.D. (Édouard Bich) – Director. ● The proportion of Independent Directors, as well as female directors, will rise up from 40% to 45%.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •