BIC - 2018 Registration document

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

Ordinary Shareholder's Meeting

PIERRE VAREILLE, CHAIRMAN OF THE BOARD SINCE 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

187,500 EUR

300,000 EUR per year pro rated to 7.5 months = 187,500 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

GONZALVE BICH, EXECUTIVE VICE-PRESIDENT, THEN CHIEF EXECUTIVE OFFICER SINCE MAY 16, 2018

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

Amounts or accounting valuation submitted for approval (a)

Presentation

Fixed compensation

628,125 USD (531,859 EUR)

+25.6% versus 2017

Annual variable compensation whose payment requires a positive ex post vote of the Shareholders’ Meeting, under the new provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code.

725,923 USD (614,702 EUR). The annual bonus awarded is 107.55% of annual base compensation and represents 99.3% of the target bonus.

Target bonus is 108.30% of the annual base compensation. The maximum bonus is 162.45%, equivalent to 150% of target bonus. The bonus is calculated on the basis of six criteria: net sales (20%); • income from operations (20%); • net income (10%); • inventories (10%); • accounts receivable (10%); • individual qualitative objectives (30%). • The qualitative part of the bonus cannot exceed 48.75% of the annual base compensation. Share acquisition depends on two performance conditions: net sales growth; • cash flow from operations and change in inventory, • as a percentage of net sales. These criteria are demanding by nature (growth versus value). The grant represents 0.03% of the share capital. Shareholders’ Meeting authorization date: May 16, 2018. Board of Directors’ Meeting grant date: May 16, 2018. Absence Absence Absence

Deferred variable compensation

N/A

Multi-year variable compensation

N/A

Exceptional compensation

N/A

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

15,000 performance shares granted in 2018 and subject to performance conditions. Accounting valuation: 1,151,700 EUR. With regard to performance share plans, Gonzalve Bich received gross remuneration of 34,344 USD (29,080 EUR) equivalent to the unpaid dividends on the vested shares held by SOCIÉTÉ BIC until the end of the compulsory holding period.

Directors’ fees

N/A

Absence

297

• BIC GROUP - 2018 REGISTRATION DOCUMENT •