BIC - 2018 Registration document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

Free share allocations with or without performance conditions

In 2017, 155,790 performance shares were granted to 519 beneficiaries. In parallel, to replace the stock option programs rewarding staff selected by Management and key contributors of the year, the Board of Directors decided, on the recommendation of the Compensation Committee, to award free share grants without performance conditions. The vesting period is three years and one month, for the 2017 plan, and three years for the 2018 plan. In 2018, 30,500 shares were granted without performance conditions to 244 beneficiaries. In 2017, 17,100 shares were granted without performance conditions to 271 beneficiaries. The total number of shares is reported in Note 22 to the consolidated financial statements.

Since 2005, exercising the power granted to it by the Shareholders’ Meeting, the Board of Directors has resolved, upon the recommendation of the Compensation Committee, to put in place a policy of three-year performance-based free share grants. From 2012, some 500 executives who historically received stock options based on their position in the Company (eligible executives) now receive three-year performance-based share grants. Regarding the plans in force since 2013, performance is assessed over a three-year period based on the achievement of two objectives: net sales growth; ● net cash flow from operations and change in inventory, as a ● percentage of net sales. In 2018, 170,720 performance shares were granted to 499 beneficiaries.

FREE SHARES GRANTED AND TRANSFERRED IN 2017 TO THE TOP TEN EMPLOYEES OF THE GROUP WHO ARE NOT CORPORATE OFFICERS

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Number of shares

Free shares granted and transferred to the top 10 employees who are not corporate officers

Acquisition date Availability date

Plan no.

Shares granted during the fiscal year by the issuer • or by any company included in the perimeter of allocation of shares. to the 10 employees of the issuer and of any company included in this perimeter. who are so allocated the highest number of shares  (a) Shares transferred during the fiscal year by the • issuer or by any company included in the perimeter of allocation of shares. to the 10 employees of the issuer and of any company included in this perimeter. who are so transferred the highest number of shares  (a)

40,300

3,094,234

May 16, 2021

May 16, 2021

14 M

19,270 

1,248,889 

March 14, 2018  March 10, 2018 

March 14, 2018  March 10, 2018 

8 M 

6,300 

722,043 

11 M 

(a) These shares are all allocated under performance conditions. M = Main. S = Secondary.

Pension plans 4.2.2.8. Since April 2006, the Chairman until May 2018, Bruno Bich, a) has received a pension paid by the BIC CORPORATION Supplementary Executive Retirement Plan, to which he contributed for more than 30 years. In 2018 Bruno Bich received 555,360 U.S. dollars. Pierre Vareille, Chairman from May 2018, is not eligible to b) any BIC Pension Plan. Gonzalve Bich participates in the BIC CORPORATION c) Restoration Plan (a U.S. supplementary pension plan), which has existed since 2006 and which benefits selected Company executives whose compensation taken into account in the U.S. Qualified Pension Plan is restricted by regulations. The plan benefit is subject to having been a participant in the plan for at least five years.

Method for determining the pensionable compensation: ● the pensionable compensation is the • compensation based on the highest three consecutive years within the last 10 years. Rate of pension rights acquisition: ● this plan provides for a single life annuity, payable at • normal retirement age (65) equal to 1.1% of the Social Security ceiling plus 1.5% of average pay in excess of the Social Security ceiling, multiplied by the number of years of service, (not to exceed 35 years), plus 1.4% of average pay per year of service in excess of 35 years. The plan also includes the pension granted by the U.S. Qualified Pension Plan. Full vesting at age 52 with 15 or more years of service or at age 60 with 5 years of participation. Full vesting in the U.S. Qualified Plan occurs at 5 years of service; average

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •