BIC - 2018 Registration document

FINANCIAL STATEMENTS

Statutory Auditors' Special Report on regulated agreements and commitments

STATUTORY AUDITORS' SPECIAL 6.5.

REPORT ON REGULATED AGREEMENTS AND COMMITMENTS

Annual General Meeting to approve the financial statements for the year ended December 31, 2018 This is a free translation into English of the statutory auditors’ special report on regulated agreements and commitments with related parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements and commitments reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the General Meeting of Société BIC, In our capacity as statutory auditors of your Company, we hereby report to you on regulated agreements and commitments with related parties. The terms of our engagement do not require us to identify such agreements and commitments, if any, but to communicate to you, based on information provided to us, the principal terms and conditions, as well as the reasons justifying the interest for the Company, of those agreements and commitments brought to our attention, without expressing an opinion on their usefulness and appropriateness. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code ( Code de Commerce ), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code concerning the implementation, during the year, of the agreements and commitments previously approved by the Shareholders’ Meeting. We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors ( Compagnie nationale des commissaires aux comptes ) relating to this engagement. Those procedures consisted in verifying the information provided to us with the relevant source documents. Agreements and commitments submitted to the approval of the Shareholders’ Meeting Agreements and commitments authorized during the year We hereby inform you that we have not been advised of any agreement or commitment authorized during the year to be submitted to the approval of the Shareholders' Meeting pursuant to Article L.225-38 of the French Commercial Code. Agreements and commitments previously approved by the Shareholders’ Meeting Agreements and commitments approved in previous years a) which were performed during the year We hereby inform you that we have not been advised of any agreement or commitment, previously approved by the Shareholders’ Meetings, which would have continuing effect during the year. b) that were continued but not performed during the year In addition, we have been informed of the continuation of the following commitment, previously approved by the Shareholders’ Meetings of prior years, which was not performed during the year. Additional pension plan of Mrs. Marie-Aimée Bich-Dufour On May 19, 2005, the Board of Directors authorized the adoption of a “top-up” retirement plan (to replace the plan set up in 1986). The beneficiaries are grade 6 Senior Executives and Corporate Officers of BIC in France, who are also members of the Group’s Executive Committee and who will finish their career with the Group. The amount of their supplementary pension will be equal to 1.25% of the yearly last remuneration of the last three years of service, per year of participation in the plan, subject to a maximum of 20 years, representing a maximum pension of 25% of the final remuneration. The Board of Directors, during its meeting of May 18, 2016, decided to freeze the rights of Mrs. Marie-Aimée Bich-Dufour under this plan, with effect from May 18, 2016. Person involved : Marie-Aimée Bich-Dufour, Executive Vice-President.

Neuilly-sur-Seine and Paris La Défense, March 15th, 2019 The Statutory Auditors French original signed by

Grant Thornton French Member of Grant Thornton International Vianney MARTIN

Deloitte & Associés François BUZY

274

• BIC GROUP - 2018 REGISTRATION DOCUMENT •