BIC - 2018 Registration document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

CORPORATE OFFICERS’ COMPENSATION 4.2.

COMPENSATION POLICY FOR THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENTS OF SOCIÉTÉ BIC FOR 2019 General principles governing 4.2.1.1. compensation In addition to the principles of the AFEP-MEDEF Corporate Governance Code, to which BIC refers, (except those recommendations not applied as stated in section 4.1.2.7), the compensation policy for Corporate Officers of SOCIÉTÉ BIC is based on the same principles applied to all BIC Group employees, namely: 4.2.1. Internal differentials between Corporate Officers are justifiable; they must reflect the level of responsibilities, experience, performance, potential and market practices. Pay for performance Individual and collective performance play an important role in determining compensation at BIC Group. Increases in fixed compensation are set at the individual level. Compensation includes a significant variable amount based on the achievement of individual and/or collective objectives that are critical to the Company’s success. Competitiveness BIC refers to benchmarks from external compensation markets and designs its compensation systems to be aligned with its business activities, growth objectives and values. Total compensation for performing employees is competitive in relation to these external reference markets. Communication Compensation policies are clearly communicated to Corporate Officers, both in terms of their structure and their amounts. The Company uses consulting firms specialized in compensation to analyze the composition and level of Corporate Officers' compensation packages with similar responsibilities to those of BIC Corporate Officers in companies based in France and the USA. In line with previous years, the comparison panel includes the following companies: in France: Accor Hotels, Alstom, Bureau Veritas, Carrefour, ● Essilor, L’Oreal, LVMH, Pernod Ricard, Safran, Schneider Presentation of principles 4.2.1.1.1. Internal equity Method of determining the pay 4.2.1.1.2. elements

Electric, Seb, Tarkett, Thales, Unibail-Rodamco, Valeo, Vallourec; in the USA: American Greetings, AptarGroup, Brown-Forman, ● Church & Dwight, Clorox, Diageo North America, Edgewell Personal Care, Hallmark Cards, Hasbro, Hershey, Kellogg, Kimberly-Clark, Keurig Green Mountain, L’Oreal USA, Mary Kay, Mattel, McCormick, NBTY, NU Skin Enterprises, Snap-on, Solo Cup, Swedish Match, Revlon, SC Johnson & Son, Sealed Air, Tupperware Brands, Unilever USA, Visa Outdoor. Compensation is set by the Board of Directors upon the recommendation of the Compensation Committee, using the aforementioned principles and with reference to comparable companies and responsibilities. This committee: analyzes and compares trends in compensation for ● comparable individuals and positions in the French marketplace for the Chairman and the Executive Vice-President based in France and in the U.S. marketplace for the Chief Executive Officer and the Executive Vice-President based in the U.S.A.; analyzes the financial performance of the Company and ● individual performance for the individuals under their purview; ensures that the Group’s policies and priorities are reflected ● in variable compensation programs, both short and long-term; analyses the total compensation including all benefits (and ● including pension) for the individuals under their purview. and exceptional pay elements Under the provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code, the payment of the variable annual incentive and of any exceptional items requires a positive ex post vote of the Shareholders’ Meeting. Allocation of the variable 4.2.1.1.3. Particular principles governing 4.2.1.2. compensation In application of the general principles of the compensation set forth in this report, and upon the recommendation of the Compensation Committee, the Board of Directors applies a specific compensation structure for the Chairman, Chief Executive Officer and Executive Vice-Presidents of SOCIÉTÉ BIC, with some or all of the following components: fixed compensation; ●

variable compensation; ● long-term incentives; ● exceptional items; ● supplementary pension plan; ● benefits in kind. ●

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •