BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

Payouts are strongly aligned with business results. for every 1% below the target, the number of shares paid out upon vesting is reduced by 2%; ● if the average percentage for the achievement of each of the two objectives is less than 75%, no shares will be given. 100% of the ● target is the maximum payout.

TERMS AND CONDITIONS FOR THE GRANT OF PERFORMANCE SHARES (for 100 shares)

100

100

95

90

90

85

80

80

75

70

60

50

No shares vest if the average achievement is below 75%

100% achievement 95% achievement 90% achievement 85% achievement 80% achievement 75% achievement

Average% achievement of the 2 objectives

% of shares vested

Benefits in kind 4.2.1.2.5 In the course of their regular duties, the Chief Executive Officer and Executive Vice-President may benefit from a company car (for Executive Corporate Officers based in France) or a car allowance (for Executive Corporate Officers based in the United States). 4.2.1.2.6 No Corporate Officer has received a Termination Payment or Sign-on Bonus. However, the Board reserves the right to make provision for Sign-on payments, in consideration of the personal situation of the person concerned when externally recruited (change in status, termination of an employment contract). Termination Payment and Sign-on Bonus

BIC Corporate Officers are required to keep 20% of shares granted, until their mandate expires. The 20% requirement is reduced to 10%: when the Chief Executive Officer owns five years of base ● compensation in BIC shares; when the Executive Vice-President owns three years of base ● compensation in BIC shares. SOCIÉTÉ BIC has not granted stock options since 2011 as part of a policy recommended by the Remuneration Committee. The Board of Directors decided to replace stock options with performance share grants and, for key team members at less senior levels, time-vested share grants. 4.2.1.2.4 The Chairman, who is already a retiree from other companies, is not eligible for participation in supplementary pension plans. The Chief Executive Officer and the Executive Vice-President of SOCIÉTÉ BIC benefit from supplementary pension plans as presented in detail in section 4.2.2.8 below. Supplementary pension plans

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •