BIC - 2019 Universal Registration Document

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

Ordinary Shareholders’ Meeting

DRAFT RESOLUTION 9 Renewal of Timothée Bich as Director

Board of Directors’ Report: It is proposed to the Shareholders to renew Timothée BICH as Director for a period of three years expiring at the end of the Shareholders’ Meeting called to vote in 2023 upon the approval of the financial statements of the fiscal year ending 2022.

Draft resolution 9 Renewal of Timothée BICH as Director The Shareholders’ Meeting decides to renew, for a period of three years, the mandate of Timothée BICH as Director. The term of the mandate of Timothée BICH will thus expire at the end of 2023 Shareholders’ Meeting called to vote upon the approval of the financial statements for the fiscal year ending December 31, 2022.

DRAFT RESOLUTION 10 Appointment of Jake Schwartz as Director

Board of Directors’ Report: It is proposed to the Shareholders to appoint Jake Schwartz as Director for a period of three years expiring at the end of the Shareholders’ Meeting called to vote in 2023 upon the approval of the financial statements of the fiscal year ending 2022.

Jake SCHWARTZ will provide to the Board his expertise in finance and his experience as Chief Executive Officer. He will join the Board as an Independent Director in the light of the independence criteria set out in the AFEP-MEDEF Code ( § 8 ):

Criterion

Jake SCHWARTZ

Criterion 1 : Not an employee or corporate officer within the past 5 years

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Criterion 2 : No cross-directorships

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Criterion 3 : No significant business relationships

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Criterion 4 : No family ties Criterion 5 : Not an auditor

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Criterion 6 : Period of office not exceeding 12 years

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Criterion 7 : No compensation linked to the Company's or Group's performance

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Criterion 8 : Not representing a major shareholder

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •