BIC - 2018 Registration document

BOARD OF DIRECTORS' REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS' MEETING OF MAY 22, 2019

ORDINARY SHAREHOLDER'S MEETING 8.1.

286

Draft resolutions 1 to 3

286 286 287 287 288 288 291 291 293 293 296 296 303 303

Approval of the financial statements – Appropriation of earnings and setting of dividend

Draft resolution 4

Determination of the amount of the Directors’ fees

Draft resolution 5

Authorization to be given to the Board of Directors to undertake operations with regard to the shares of the Company

Draft resolutions 6 to 7

Renewal of Gonzalve BICH and Elizabeth BASTONI as Directors

Draft resolutions 8 and 9

Appointment of Maëlys CASTELLA and Marie-Aimée BICH-DUFOUR as Board Members

Draft resolutions 10 to 14

Approval of the compensation elements and benefits of any type paid or granted for 2018 to the Chairman of the Board, the Chief Executive Officer and the Executive Vice-Presidents

Draft resolution 15

Compensation policy of the Chairman, Chief Executive Officer and Executive Vice-Presidents

EXTRAORDINARY SHAREHOLDERS’ MEETING 8.2

304

Draft resolution 16

304

Authorization to be given to the Board of Directors to reduce the share capital by cancellation of shares acquired in accordance with Article L. 225-209 of the French Commercial Code

304

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING 8.3

305

Draft resolution 17

305 305

Authorization to perform formalities

STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL DECREASE 8.4

306

285

• BIC GROUP - 2018 REGISTRATION DOCUMENT •