BIC - 2018 Registration document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

200,000 euros (unchanged vs. 2018) until March 2019, for ● Marie-Aimée Bich-Dufour, Executive Vice-President and President of BIC Foundation. Directors’ fees 4.2.2.5. Total Directors’ fees paid to Élizabeth Bastoni, Marie-Pauline Chandon-Moët, Candace Matthews, Marie-Henriette Poinsot, François Bich, John Glen, Mario Guevara, Pierre Vareille and SOCIÉTÉ M.B.D. are determined on the basis of their participation in the meetings of the Board, and when applicable, of the Committees of the Board of Directors. For fiscal year 2018, the allocation of Directors’ fees is based on the following policy: fixed annual fee: 13,000 euros (+2.4% versus 2017); ● lead Director fixed annual fee: 36,700 euros (+1.9% versus ● 2017); variable part corresponding to 100% Board Meeting ● Attendance in 2018: 22,800 euros (+2.2% versus 2017); variable part corresponding to the attendance to a meeting ● based on another continent: 3,000 euros;

variable part corresponding to the role of Audit Committee ● Chairman: 18,700 euros (+2.2% versus 2017); variable part corresponding to the role of Remuneration or ● Nomination Committee Chairman: 9,350 euros ; variable part corresponding to the role of Audit Committee ● Member: 13,900 euros (+1.5% versus 2017); variable part corresponding to the role of Remuneration or ● Nomination Committee Member: 6,950 euros. These Board members do not receive any other compensation. Gonzalve Bich, James DiPietro and Marie-Aimée Bich-Dufour do not receive Directors' fees in connection with the functions they perform for the Group. Similarly, none of the Leadership Team members receive Directors' fees in connection with the functions they perform for the Group. Following their retirement, François Bich and Mario Guevara have remained Directors and, as such, they receive Directors' fees. Mr. Vareille was Vice-president and Lead Director until May 2018 and he received additional Directors' fees in connection with this responsibility. As Chairman, he does not receive any Directors' fees.

TABLE C – SUMMARY OF DIRECTORS’ FEES (Table 3 following the format of French Financial Markets Authority Position-Recommendation No. 2009-16)

Directors’ fees paid relating to 2017 (in euros)

Directors’ fees paid relating to 2018 (in euros)

Board members

Pierre Vareille

84,700 69,400

39,188 69,500

Elizabeth Bastoni Vincent Bedhome

-

-

François Bich (a)

35,000 35,000 53,300 35,000 37,400 48,700 22,200 48,700

22,771 38,800 57,500 47,800 80,381 52,700

Marie-Pauline Chandon-Moët

John Glen

Mario Guevara (b)

Candace Matthews

Marie-Henriette Poinsot

Frédéric Rostand

-

SOCIÉTÉ M.B.D.

52,500

TOTAL

469,400

461,140

During 2018, 9,400 performance shares previously acquired by François Bich became available. (a) Mario Guevara has received a gross compensation of 241,987 U.S. dollars corresponding to the unpaid dividend on vested shares held by BIC until the end of the compulsory (b) holding period. In addition, during 2018, 22,022 performance shares previously acquired became available.

Allocation of stock options 4.2.2.6. As part of a policy recommended by the Compensation Committee, from 2011, the Board decided to no longer award stock options and to replace them with free share grants. To the best of the Company’s knowledge, no hedging instrument has been put in place by the four Corporate Officers previously holding stock options (Mario Guevara, Gonzalve Bich, James DiPietro and Marie-Aimée Bich-Dufour).

The dilutive impact of the previous stock option grants is reported in Note 8 to the consolidated financial statements. A table that summarizes all stock option plans is included in Note 22 to the consolidated financial statements. All the Corporate Officers complied with the blackout periods preceding the publication of annual and interim financial statements.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •