BIC - 2018 Registration document

FINANCIAL STATEMENTS

Consolidated financial statements

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Grant of stock option plans

award stock options with effect from 2011 and to set up a policy of free share grants. Some 500 executives receiving stock options on the basis of their position in the Company (eligible managers) received share grants subject to three-year performance conditions. To replace the stock option programs rewarding staff selected by Management, share grants without performance

All granted plans are equity-settled plans.

Group stock option plans

As part of a policy recommended by the Compensation and Nomination Committee, the Board of Directors decided not to

conditions were introduced.

Breakdown by plan

Plan no. 13

Annual Shareholders’ Meeting date

May 12, 2010 Dec. 16, 2010

Board of Directors’ Meeting date

Number of beneficiaries

643

Number of subscription options

382,950

Date from which options may be exercised

Dec. 17, 2013 Dec. 15, 2018

Option expiry date

Exercise price (in euros) *

63.71

Number of options exercised as of December 31, 2018

329,746

Number of void options as of December 31, 2018

53,204

Number of remaining options as of December 31, 2018

-

No discount on the exercise price. *

Plan no. 13 expired on December 15, 2018.

Assumptions for fair value calculation of stock options plans according to binomial model

Plan no. 13

Expected volatility

26.00%

Risk-free rate

3.31%

Expected dividend yield

2.9%

Expected life in years*

6.32 & 5.87

The first figure applies to French tax residents, the second figure to foreign tax residents. *

Free share allocations with performance conditions From 2005, exercising the power placed at its disposal by successive Annual Shareholders’ Meetings, the Board of Directors resolved, upon the recommendation of the Compensation and Nomination Committee, to put in place a policy of free share awards subject to three-year performance conditions. The shares delivered by the current plans are existing shares. For plans nos. 1 to 5, shares are granted either by SOCIÉTÉ BIC or BIC CORPORATION. Shares granted by SOCIÉTÉ BIC are delivered to the beneficiaries at the definitive grant date. Beneficiaries must hold the shares during an additional period of three years. For U.S. tax reasons, the shares granted by BIC CORPORATION will only be delivered at the conclusion of a three-year period following the definitive grant date. As a compensation for dividends not received between the conclusion of the vesting period and the 22-2

actual date of delivery, additional shares will be delivered at that time. For plans nos. 6 to 12, shares are only granted by SOCIÉTÉ BIC. For French tax resident beneficiaries, shares are delivered at the definitive grant date. For foreign tax resident beneficiaries, shares are delivered at the conclusion of a three-year period following the definitive grant date. For plans nos. 6 and 7, as compensation for dividends not received between the conclusion of the vesting period and the actual date of delivery, additional shares will be delivered at that time. From Plan no. 8, this compensation system by delivery of shares has been terminated and is replaced by a cash compensation system. From Plan no. 13, shares still granted by SOCIÉTÉ BIC are delivered to the beneficiaries at the definitive grant date. The cash compensation system has been terminated.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •