BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

United States: American Greetings, Church & Dwight, Clorox, ● Colgate-Palmolive, Diageo North America, Edgewell Personal Care, Hallmark Cards, Hasbro, Helen of Troy, Hershey, Kellogg, Kimberly-Clark, Keurig Green Mountain, L’Oréal U.S.A., Mary Kay, Mattel, McCormick, NBTY, Newell Brands, NU Skin Enterprises, Ontex, Revlon, SC Johnson & Son, Scotts Miracle-Gro, Sealed Air, Snap-on, Swedish Match,Tupperware Brands, Unilever U.S.A., Visa Outdoor (Note: In this survey the CEOs of large non US companies are excluded – example L’Oreal, Unilever) These peer group surveys are used in complement with the WillisTowersWatson General Industry survey of executives in the

United States (over 1,200 companies). This broader survey provides a wider view of CEO compensation and is the primary market reference used by BIC for the Chief Executive Officer. For the CFO, Jim DiPietro, the overall compensation is compared to Top Financial Officers in the above US peer group. (Note: Within this data set Group CFOs of large non-US companies are specifically excluded – example L’Oreal, Unilever). BIC’s global scope and transformation challenge is similar to that of companies in the peer groups.

Competitive position of the Chief Executive Officer and the Executive Vice-President and Chief Financial Officer

Long-Term Incentive (Accounting Value*)

Total Direct Remuneration

Compa ratios

Base Salary

Target Total Cash

Chief Executive Officer

83

88

59

71

Executive Vice-President and Chief Financial Officer

106

107

101

104

Share value calculated at a share accounting value of 81.14 Euros converted to USD at average 2019 exchange rate of 1.1196 USD to 1 euro. *

4.2.1.2

Particular principles governing

The “compa ratio” is a comparison versus the median of the survey data. A ratio of 100 means that the compensation level of the incumbent is at the median level versus the survey data: for Gonzalve Bich, Chief Executive Officer, the results shown ● are compared to the, the WillisTowersWatson General Industry survey of executives in the United States. The compensation benchmarks for the special peer group panels outlined above for both France and the U.S.A. are both higher than this broader General Industry survey; for James DiPietro as Executive Vice-President and Chief ● Financial Officer the results shown are compared to the special peer group panel outlined above in the United States. pay elements Under the provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code, the payment of the variable annual incentive and of any exceptional items requires a positive ex post vote of the Shareholders’ Meeting. Allocation of the variable and exceptional 4.2.1.1.3

compensation In application of the general principles of the compensation set forth in this document, and upon the recommendation of the Remuneration Committee, the Board of Directors applies a specific compensation structure for the Chairman, Chief Executive Officer and Executive Vice-Presidents of SOCIÉTÉ BIC, with some or all of the following components: fixed compensation; ●

variable compensation; ● long-term incentives; ● supplementary pension plan; ● benefits in kind. ●

Fixed part 4.2.1.2.1 At the beginning of each year, the Board on the recommendation of the Remuneration Committee sets the fixed component of the remuneration for the fiscal year. The fixed part of the remuneration for the positions of Chairman, Chief Executive Officer and Executive Vice-Presidents of SOCIÉTÉ BIC reflect the responsibilities of the Executive Corporate Officer and levels in the relevant competitive marketplace. The fixed compensation of the Chairman is set based on the market in France and is the only element of compensation.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •