BIC - 2018 Registration document

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

Ordinary Shareholder's Meeting

Draft resolution 7 Renewal of Elizabeth BASTONI as Board Member

The Shareholders’ Meeting decides to renew, for a period of three fiscal years, the mandate of Elizabeth BASTONI as Board Member. The term of the mandate of Elizabeth BASTONI will thus expire at the end of 2022 Shareholders’ Meeting called to vote upon the approval of the financial statements for the fiscal year ending December 31, 2021.

DRAFT RESOLUTIONS 8 AND 9 Appointment of Maëlys CASTELLA and Marie-Aimée BICH-DUFOUR as Board Members

Board of Directors’ Report: The Shareholders are invited to appoint as new Board Members:

Maëlys CASTELLA, replacing Mario GUEVARA, whose mandate is expiring; • Marie-Aimée BICH-DUFOUR, replacing Marie-Henriette POINSOT, resigning. •

Maëlys CASTELLA will provide to the Board her expertise in finance and her experience in strategy, mergers and acquisitions and sustainable development, acquired while working in important international groups such as Air Liquide.

She will join the Board as an independant Director in the light of the independence criteria set out in the AFEP-MEDEF Code ( § 8 ):

Criterion

Maëlys CASTELLA

Criterion 1 : Employee or corporate officer within the past 5 years

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Criterion 2 : Cross-directorships

Criterion 3 : Significant business relationships

Criterion 4 : Family ties

Criterion 5 : Auditor

Criterion 6 : Period of office exceeding 12 years Criterion 7 : Status of non-executive officer Criterion 8 : Status of the major shareholder

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •