BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

Evolution of Administrative and Management Bodies occurred up to the Universal Registration Document’s date of publication

Departure

Appointment

Reappointment

Board of Directors

Resignation of Marie-Henriette Poinsot as Director May 22, 2019 End of Mario Guevara’s mandate as Director May 22, 2019 Resignation of François Bich’s mandate as Director December 3, 2019

Appointment of Marie-Aimée Bich-Dufour as Director, replacing Marie-Henriette Poinsot, resigning May 22, 2019 Appointment of Maëlys Castella as Director May 22, 2019 Co-optation of Timothée Bich as Director, replacing François Bich, resigning December 10, 2019 Appointment of Maëlys Castella as member of the Audit Committee May 22, 2019 Appointment of Maëlys Castella as member of the Remuneration Committee May 22, 2019 Appointment of Marie-Aimée Bich-Dufour as member of the Nominations, Governance and CSR Committee May 22, 2019

Renewal of Elizabeth Bastoni as Director May 22, 2019 Renewal of Gonzalve Bich as Director May 22, 2019

Audit Committee

Remuneration Committee

Resignation of Marie-Henriette Poinsot as member of the Remuneration Committee May 22, 2019 Resignation of Marie-Henriette Poinsot as member of the Nominations, Governance and CSR Committee May 22, 2019

Nominations, Governance and CSR Committee

Composition of the Board of Directors 4.1.1.2 The Board of Directors is chaired by Pierre Vareille. The Directors are appointed by the Shareholders’ Meeting. The term of their office is three years except when shorter in order to favor a smoother replacement of Directors. According to the Articles of incorporation, the Board of Directors must comprise between three and twelve members. Diversity policy applicable to the Board composition Supported by the Nominations, Governance and CSR Committee, the Board strives for a balanced composition adapted to the challenges that the Group faces. The Board is thus composed of women and men, all with high level management experience and/or with expertise in a particular field (such as finance, manufacturing and human resources). Moreover, the Board of Directors endeavors to be composed of at least one-third Independent Directors.

Information on how the Company is seeking gender balance on the Executive Committee and on the results in terms of gender equality among the 10% top positions is available in s ection 3.4.7. - Promoting Diversity . Among the eleven members of the Board of Directors of SOCIÉTÉ BIC are: five women: Elizabeth Bastoni, Marie-Aimée Bich-Dufour, Maëlys ● Castella, Marie-Pauline Chandon-Moët and Candace Matthews, giving 50% female Directors  (1) since May 2019; one Director representing the employees: Vincent Bedhome; ● three different nationalities, helping the Group to benefit from an ● international vision; five Independent Directors within the definition of the ● AFEP-MEDEF’s Corporate Governance Code: Elizabeth Bastoni, Maëlys Castella, John Glen, Candace Matthews and Pierre Vareille, giving 50% Independent Directors  (1).

Excluding the Director representing the employees. (1)

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •