BIC - 2018 Registration document

BIC WAY

GOVERNANCE: A BOARD OF DIRECTORS WORKING FOR THE BIC ® BRAND

KEY FIGURES AND COMPOSITION (1)

11 Directors

40 % Women

4 nationalities

7 meetings in 2018

40 % independents

(1) The Board of Directors held a meeting on February 12, 2019 wherein they approved Marie-Aimée Bich-Dufour’s decision to resign fromher position of ExecutiveVice-President,effective as of March 31, 2019. On the recommendation of the Nominations, Governance and CSR Committee, the Board of Directors will submit her appointment as Director to the Shareholders’ Meeting of May 22, 2019, succeeding Marie-Henriette Poinsot, who has resigned. The Board will also submit to the AGM the appointment of Maëlys Castella, succeeding Mario Guevara.

94 % rate of attendance

BOARD’S FUNCTIONING

The history of our Group is deeply rooted in an entrepreneurial spirit: we consider entrepreneurship to be in our DNA. It is vitally important for the Board of Directors and the Chief Executive Officer to foster this spirit and keep it alive in our culture for future generations.

BIC has the support of a competent Board of Directors committed to defining and implementing the Group’s strategy and ensuring its functioning. Composed of eleven members, the Board of Directors is supported in its work by three specialized committees; the Audit Committee, the Compensation Committee and, since 2017, the Nominations, Governance and Corporate Social Responsibility (CSR) Committee. The respective roles of the Board and Chief Executive Officer (CEO) are complementary and clearly defined. It begins with the Board providing a direction and a set of expectations and guidelines to the CEO, who is in charge of constructing the long-term strategy

and annual plans to achieve these goals. In turn, the Board reviews these plans, challenges where needed and ultimately approves. Upon approval, the Board joins with the Chief Executive Officer as accountable parties for our Group’s long-term strategy. The Board also carries the responsibility to monitor performance of the business. Establishing expectations and perimeters is one of the most important functions of the Board, and it is the Chief Executive Officer’s responsibility to provide the necessary information, analysis and insight to inform the Board: macro-economic trends, competitive landscapes, new technologies, acquisition opportunities, SWOT analysis, return on investments (ROI) analysis, etc.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •