BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ compensation

Free share allocations with or without performance conditions Since 2005, exercising the power granted to it by the Shareholders’ Meeting, the Board of Directors has resolved, upon the recommendation of the Remuneration Committee, to put in place a policy of three-year performance-based free share grants. From 2012, some 500 executives who historically received stock options based on their position in the Company (eligible executives) now receive three-year performance-based share grants. Regarding the plans in force since 2013, performance is assessed over a three-year period based on the achievement of two objectives: net sales growth; ● net cash flow from operations and change in inventory, as a ● percentage of net sales.

In 2019, 162,025 performance shares were granted to 496 beneficiaries In 2018, 170,720 performance shares were granted to 499 beneficiaries. In parallel, to replace the stock option programs rewarding staff selected by Management and key contributors of the year, the Board of Directors decided, on the recommendation of the Remuneration Committee, to award free share grants without performance conditions. The vesting period is three years for the 2018 and 2019 plans. In 2019, 17,550 shares were granted without performance conditions to 239 beneficiaries. In 2018, 30,500 shares were granted without performance conditions to 244 beneficiaries. The total number of shares is reported in Note 22 to the consolidated financial statements.

FREE SHARES GRANTED AND TRANSFERRED IN 2019 TO THE TOP TENMEMBERS OF THE GROUPWHO ARE NOT CORPORATE OFFICERS

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Number of shares

Availability date

Free shares granted and transferred to the top 10 employees who are not corporate officers

Acquisition date

Plan No

5. Shares granted during the fiscal year by the issuer • or by any company included in the perimeter of allocation of shares. to the 10 employees of the issuer and of any company included in this perimeter. who are so allocated the highest number of shares  (a) 6. Shares transferred during the fiscal year by the issuer • or by any company included in the perimeter of allocation of shares. to the 10 employees of the issuer and of any company included in this perimeter. who are so transferred the highest number of shares  (a)

35,050

2,843,957 March 31, 2022 March 31, 2022

15 M

16,500

1,451,835 March 12, 2019 March 12, 2019

9 M

7,400

837,680 May 18, 2019 May 18, 2019

12 M

These shares are all allocated under performance conditions. (a) = Main. M = Secondary. S

Rate of pension rights acquisition: • this plan provides for a single life annuity, payable at • normal retirement age (65) equal to 1.1% of the Social Security ceiling plus 1.5% of average pay in excess of the Social Security ceiling, multiplied by the number of years of service, (not to exceed 35 years), plus 1.4% of average pay per year of service in excess of 35 years. The plan also includes the pension granted by the U.S. Qualified Pension Plan. Full vesting at age 52 with 15 or more years of service or at age 60 with 5 years of participation. Full vesting in the U.S. Qualified Plan occurs at 5 years of service; in addition, the Plan provides early retirement benefits for • beneficiaries prior to age 65 (or age 62 if they retire at or after age 55 with 10 or more years of service); the commitments arising from this plan are provisioned by • BIC CORPORATION in accordance with IAS 19.

Pension plans 4.2.2.8 Pierre Vareille, Chairman from May 2018, is not eligible to a) any BIC Pension Plan. Gonzalve Bich participates in the BIC CORPORATION b) Restoration Plan (a U.S. supplementary pension plan), which has existed since 2006 and which benefits selected Company executives whose compensation taken into account in the U.S. Qualified Pension Plan is restricted by regulations. The plan benefit is subject to having been a participant in the plan for at least five years. Method for determining the pensionable compensation: the pensionable compensation is the average compensation based on the highest three consecutive years within the last 10 years.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •