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 8 Appointment of Maëlys CASTELLA as a new Board Member The Shareholders’ Meeting decides to appoint, for a period of three fiscal years, Maëlys CASTELLA as a new Board Member, replacing Mario GUEVARA, whose mandate is expiring. The term of the mandate of Maëlys CASTELLA will thus expire at the end of 2022 Shareholders’ Meeting called to vote in 2022 upon the approval of the financial statements for the fiscal year ending December 31, 2021.

Draft resolution 9 Appointment of Marie-Aimée BICH-DUFOUR as a new Board Member The Shareholders’ Meeting decides to appoint, for a period of three fiscal years, Marie-Aimée BICH-DUFOUR as a new Board Member, replacing Marie-Henriette POINSOT, resigning for the remaining period of her office, i.e. until 2021 Shareholders’ Meeting called to vote upon the approval of the financial statements for the fiscal year ending December 31, 2020.

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

Board of Directors’ Report: In accordance with the provisions of paragraph II of Article L. 225-100 of the French Commercial Code, the table below presents the compensation elements and benefits of any type paid or granted to Bruno BICH, Pierre VAREILLE, Gonzalve BICH, James DiPIETRO and Marie-Aimée BICH-DUFOUR for the fiscal year 2018. These elements are described in more detail in the 2018 registration document (see section 4.2. Corporate Officers’ Compensation).

BRUNO BICH, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER UNTIL MAY 16, 2018

Compensation elements and benefits of any type paid or granted for 2018

Amounts or accounting valuation submitted for approval

Presentation

Fixed compensation

76,500 EUR

No change in the annual compensation package compared to 2017 204,000 EUR per year pro rated to 4.5 months = 76,500 EUR

Annual variable compensation

N/A

Absence

Deferred variable compensation

N/A

Absence

Multi-year variable compensation

N/A

Absence

Exceptional compensation

N/A

Absence

Stock-options, performance shares and any other element of long-term compensation

N/A

Absence

Directors’ fees

N/A

Absence

Valuation of any benefits-in-kind

N/A

Absence

Sign-on bonus

N/A

Absence

Termination payment

N/A

Absence

Non-competition benefits

N/A

Absence

Supplementary pension plan

N/A

Absence

296

• BIC GROUP - 2018 REGISTRATION DOCUMENT •