BIC - 2018 Registration document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

TERMS AND CONDITIONS FOR THE GRANT OF PERFORMANCE SHARES (for 100 shares)

If the average percentage for the achievement of each of the two objectives is less than 75%, no shares will be given.

Benefits in kind 4.2.1.2.5. In the course of their regular duties, the Chief Executive Officer and Executive Vice-Presidents may benefit from a company car (for Executive Corporate Officers based in France) or a car allowance (for Executive Corporate Officers based in the United States). Termination Payment and Sign-on 4.2.1.2.6. Bonus No Corporate Officer has received a Termination Payment or Sign-on Bonus. However, the Board reserves the right to make provision for Sign-on payments, in consideration of the personal situation of the person concerned when externally recruited (change in status, termination of an employment contract).

BIC Corporate Officers are required to keep 20% of free shares given, until their mandate expires. The 20% requirement is reduced to 10% when the Chief Executive Officer owns five years of base compensation in BIC shares and when the Executive Vice-Presidents own three years of base compensation in BIC shares. SOCIÉTÉ BIC has not granted stock options since 2011 as part of a policy recommended by the Compensation Committee. The Board of Directors decided to replace stock options with performance and time-based share grants. Supplementary pension plans 4.2.1.2.4. The Chairman, who is already retiree from other companies, is not eligible for participation to supplementary pension plans. The Chief Executive Officer and the Executive Vice-Presidents of SOCIÉTÉ BIC benefit from supplementary pension plans as presented in detail in section 4.2.2.8. below.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •