BIC - 2018 Registration document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

TABLE I – HISTORY OF PERFORMANCE SHARE PLAN ALLOCATIONS (Table 9 following the format of French Financial Markets Authority Position-Recommendation No. 2009-16)

Plan no. 1

Plan no. 2

Plan no. 3

Plan no. 4

Plan no. 5 Plan no. 6 May 23, 2007 May 23, 2007

Annual Shareholders’ Meeting date

May 19, 2005

May 19, 2005

May 19, 2005

May 23, 2007

February 16, 2010

Board of Directors’ Meeting date

May 19, 2005 December 14, 2005 December 13, 2006 December 11, 2007 February 10, 2009

Grant

M

S

M

S

M

S

M

S

M

S

M

Number of free shares granted Of which. shares granted • to the Corporate Officers (% of BIC shares as of December 31, 2018) Gonzalve Bich •

31,800 2,618 31,800 2,618 33,450 2,352 37,550 2,644 57,500 2,643

83,475

-

-

-

-

-

-

-

-

-

-

600

James DiPietro •

2,650

238 2,650

238 2,650

294 2,650

302 5,050 (0.01%)

247

5,000 (0.01%)

Marie-Aimée Bich-Dufour •

2,650

-

2,650

-

2,650

-

2,650

-

3,500

-

3,500

(0,01%)

(0,01%)

May 19, 2008 May 19, 2011

May 19, 2012 May 19, 2014

March 14, 2009 March 14, 2012

March 14, 2013 March 14, 2015

March 13, 2010 March 13, 2013

March 13, 2014 March 13, 2016

March 11, 2011 March 11, 2014

March 11, 2015 March 11, 2017

March 10, 2012 March 10, 2015

March 10, 2016 March 10, 2018

March 16, 2013 March 16, 2016

End of the Acquisition Period

End of the Holding Period

1) Increase in net sales 2) Net cash from operating activities as a percentage of net sales

Performance conditions

Total number of shares definitively acquired as of December 31, 2018 20,405 1,162 15,741

512 31,443 1,104 37,550 1,436 57,500 2,156

76,797

Total number of void or lapsed shares as of December 31, 2018  (a)

11,395 1,456 16,059 2,106 2,007 1,248

-

1,208

-

487

6,678

TOTAL NUMBER OF PERFORMANCE SHARES OUTSTANDING AS OF DECEMBER 31, 2018

-

-

-

-

-

-

-

-

-

-

-

Plan no. 10 May 15, 2013

Plan no. 11 May 15, 2013

Plan no. 12 May 18, 2016 May 18, 2016

Plan no. 13 May 18, 2016

Plan no. 14 May 16, 2018 May 16, 2018

Plan no. 7 Plan no. 8 Plan no. 9

May 12, 2010

May 12, 2010

May 12, 2010

Annual Shareholders’ Meeting date

February 15, 2011

February 14, 2012

February 12, 2013

February 11, 2014

February 10, 2015

February 10, 2017

Board of Directors’ Meeting date

Grant

M

M

M

M

M

M

M

M

Number of free shares granted

87,650

159,940

161,010

159,660

176,740

159,680

155,790

170,720 

Of which. shares granted to the Corporate • Officers (% of BIC shares as of December 31, 2018) Gonzalve Bich •

600

750

1,000

3,250

4,500 (0.01%) 8,000 (0.02%) 3,250 (0.01%)

5,000 (0.01%) 8,000 (0.02%) 3,250 (0.01%) May 18, 2019

8,000 (0,02%) 8,000 (0.02%) 3,250 (0.01%)

15,000 (0,03%) 8,000 (0.02%) 3,250 (0.01%) May 16, 2021 May 16, 2021

James DiPietro •

5,000 (0.01%)

6,000 (0.01%)

6,000 (0.01%) 4,250 (0.01%)

8,000 (0.02%) 3,250 (0.01%)

Marie-Aimée Bich-Dufour •

3,500

3,000

March 15, 2014 March 15, 2017

March 14, 2015 March 14, 2018

March 12, 2016 March 12, 2019

March 11, 2017 Mach 11, 2020

March 10, 2018 March 10, 2021

March 31, 2020 March 31, 2020

End of the Acquisition Period

March 31, 2022

End of the Holding Period

1) Increase in net sales 2) Net cash from operating activities. as a percentage of net sales

Performance conditions

Total number of shares definitively acquired as of December 31, 2018 Total number of void or lapsed shares as of December 31, 2018  (a) TOTAL NUMBER OF PERFORMANCE SHARES OUTSTANDING AS OF DECEMBER 31, 2018

57,551

135,452

148,050

139,040

106,809

-

-

-

30,099

24,488

12,960

20,620

69,931

85,154

66,326

24,083

-

-

-

-

-

74,526

89,464 146,637

(a) The performance share grants are void due to the beneficiary leaving the Company or to all performance conditions not being achieved. M = Main. S = Secondary.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •