BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

Mandates expired in 2018 Bruno BICH Director of SOCIÉTÉ BIC from June 2, 1986 to May 16, 2018. Chairman of the Board of Directors of SOCIÉTÉ BIC from June 1993 to May 2018. He served as Chief Executive Officer from June 1993 to February 2006 on the one hand and from June 2016 to May 2018 on the other hand. To the best of the Company’s knowledge, during the last five years, no Director or Corporate Officer has been convicted in relation to fraudulent offences, bankruptcy, receivership or liquidation or the subject of any official public incrimination or sanction by statutory or regulatory authorities (including designated professional bodies) or a decision by a court disqualifying them from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. Absence of court conviction of the Directors and Corporate Officers

Absence of conflict of interests among the Directors and the Corporate Officers

There is no conflict of interests between any duties to the issuer, of any of the persons referred to above, and their private interests and/or other duties (for further developments, see section 4.1.2.3.). Family ties Marie-Aimée Bich-Dufour, Marie-Pauline Chandon-Moet and Marie-Henriette Poinsot are sisters and François Bich is their brother. Édouard Bich and Gonzalve Bich are their nephews. There is no family relationship between the other Corporate Officers of SOCIÉTÉ BIC. Service contracts providing benefits There is no service contract binding any of the Corporate Officers to SOCIÉTÉ BIC or any of its subsidiaries providing for the granting of benefits at the end of this contract.

Transactions in Company shares by Corporate Officers in 2018 4.1.1.5. Summary of notifications established pursuant to Article L. 621-18-2 of the French Monetary and Financial Code (details available on www.amf-france.org):

Type and number of transactions

Balance of transactions over the year

Declaring

Purchase

Sale

Exchange

Other

Pierre Vareille, Chairman (former Vice-President and Lead Director) Gonzalve Bich, Chief Executive Officer (former Executive Vice-President)

1

-

-

3,000

1 2 1 1 2 6

1 2

- - - - - -

- - - - - -

422

James DiPietro, Executive Vice-President

3,151 2,340 5,760

Marie-Aimée Bich-Dufour, Executive Vice-President

- -

François Bich, Director

Mario Guevara, Director SOCIÉTÉ M.B.D., Director

2

11,638 30,000

-

4.1.2.

FUNCTIONING OF THE BOARD

The Board of Directors has to give its opinion on matters that can have a significant impact on the development, strategy or operation of the Group. The missions of the Board of Directors are defined as follows: install the proper governance structure and ensure its ethical ● operation; define the Company’s business perimeter and appetite for ● risk, ensure that the key risks to which the Company is exposed are in keeping with its strategies and objectives; selection, performance evaluation and compensation of the ● Chairman, all Board members, the CEO, and Executive Vice-Presidents; succession planning for all Board members, including the ● Chairman, the CEO and the Executive Vice-Presidents. Long term planning of the necessary human resources, focusing on the Leadership Team;

OF DIRECTORS SOCIÉTÉ BIC’s Internal Rules and Procedures formalize the mission, organization and ethical principles that guide the actions of the Board of Directors. The Internal Rules and Procedures are available on the website of the Company (www.bicworld.com – Governance). Remits of the Board of Directors 4.1.2.1. and Chairman The Board of Directors: The Board of Directors determines the broad lines of the Company’s business activities and ensures their implementation. It deals with all matters relating to the proper conduct of the Company’s business and decides all pertinent issues.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •