BIC - 2018 Registration document

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

Ordinary Shareholder's Meeting

MARIE-AIMÉE BICH-DUFOUR, EXECUTIVE VICE-PRESIDENT

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

Amounts or accounting valuation submitted for approval

Presentation

Fixed compensation

199,509 EUR

-33.7% 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

89,380 EUR The annual bonus equals 44.69% of annual base compensation and represents 99.3% of the target bonus.

Target bonus is 45% of the annual base compensation. The maximum bonus is 67.50%, 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 20.25% 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 0.01% of the share capital. Annual Shareholders’ Meeting authorization date: May 16, 2018. Board of Directors’ Meeting grant date: May 16, 2018. Marie-Aimée Bich-Dufour benefits from the Supplementary Executive Retirement Plan (governed by Article L. 137-11 of the French Social Security Code) for BIC Group executives in France. Condition for pension benefit eligibility: • A minimum period of five years of participation • is necessary to benefit from the plan; Be officially qualified for a pension under the • Social Security scheme; Retire from BIC in accordance with the • provisions of Article L. 137-11 of the French Social Security Code). Method for determining the pensionable • compensation: Absence Absence Absence Absence Company car 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

3,250 performance shares granted in 2018. Accounting valuation: 249,535 EUR.

Directors’ fees

N/A

Valuation of any benefits-in-kind

1,602 EUR

Sign-on bonus

N/A

Termination payment

N/A

Non-competition benefits

N/A

Supplementary pension plan

No payment is due in respect of the fiscal year ended.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •