BIC - 2018 Registration document

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

Ordinary Shareholder's Meeting

The amount of the dividends for the fiscal year ending December 31, 2018 will be 156,486,804.30 euros corresponding to a dividend per share of 3.45 euros. It will be paid as from June 5, 2019. If the number of shares carrying rights to the dividend is not 45,358,494, the total amount of the aforementioned dividend will be adjusted consequently and the amount allocated to retained earnings will be adjusted on the basis of the amount of the dividends actually paid.

The gross amount of the dividend is subject to social charges amounting to 17.2%, plus a lump-sum levy at a single rate of 12.8% for the income tax of natural persons resident of France (art. 117 quater and 200-A of the French Tax Code). In the event of a taxpayer’s overall option for the progressive income tax scale, this dividend will be eligible for the 40% tax allowance (art. 158-3 and 243 bis of the French Tax Code).

In accordance with the law, we also remind you that the following dividends were distributed during the last three years:

Dividend entitled to the tax allowance defined in Art. 158-3 of the CGI (a) (in euros)

Dividend per share (in euros)

Fiscal year

Number of shares

5.90  (b)

2015 2016 2017

46,956,216 46,679,869 45,728,162

5.90 3.45 3.45

3.45 3.45

French Tax Code (CGI). (a) 3.40 euros ordinary dividend +2.50 euros exceptional dividend. (b)

DRAFT RESOLUTION 4 Determination of the amount of the Directors’ fees

Board of Directors’ Report: It is proposed to set the amount of the Directors’ fees to be allocated to the Board of Directors for fiscal year 2019 at 500,000 euros (unchanged compared to 2018). Draft resolution 4 Determination of the amount of the Directors’ fees The Shareholders decide to set the annual amount of the Directors’ fees to be allocated to the Board of Directors for fiscal year 2019 at 500,000 euros.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •