BIC - 2019 Universal Registration Document

BOARDOF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 20, 2020

ORDINARY SHAREHOLDERS’ MEETING 8.1.

283

Draft resolutions 1 to 3

283 283 284 284 285 285 288 288 290 290 291 291 291 291 293 293 300 300

Approval of the financial statements – Appropriation of earnings and setting of dividend

Draft resolution 4

Determination of the amount of the Directors’ fees

Draft resolution 5

Authorization to be given to the Board of Directors to undertake operations with regard to the shares of the Company

Draft resolutions 6 to 7

Renewal of Marie-Pauline Chandon-Moët et Candace Matthews as Directors

Draft resolution 8

Ratification of the co-optation of Timothée Bich as a Director to succeed a Director who has resigned

Draft resolution 9

Renewal of Timothée Bich as Director

Draft resolution 10

Appointment of Jake Schwartz as Director

Draft resolutions 11 to 14

Approval of the compensation elements and benefits of any type paid or granted for 2019 to the Chairman of the Board, the Chief Executive Officer and the Executive Vice-Presidents

Draft resolution 15

Compensation policy of the Chairman, Chief Executive Officer and Executive Vice-President

EXTRAORDINARY SHAREHOLDERS’ MEETING 8.2.

301

Draft resolution 16

301

Authorization to be given to the Board of Directors to reduce the share capital by cancellation of shares acquired in accordance with Article L. 225-209 of the French Commercial Code

301 302

Draft resolution 17

Delegation of authority to be given to the Board of Directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the share capital, with preservation of Shareholders’ preferential rights of subscription

302 304

Draft resolution 18

Delegation of authority to be given to the Board of Directors to increase the number of securities to be issued in the event of a share capital increase decided by the Board of Directors under resolution 17

304

281

• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •