BIC - 2019 Universal Registration Document

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

Ordinary Shareholders’ Meeting

GONZALVE BICH, CHIEF EXECUTIVE OFFICER

Compensation elements and benefits of any type paid or granted for 2019

Amounts or accounting valuation submitted for approval  (a)

Presentation

Fixed compensation

735,008 USD (656,492 EUR)

+8.9% versus the annualized fixed compensation rate as CEO from May 2018 and +17.0% versus fixed compensation paid for all of 2018 Target bonus is 125% of the annual base compensation. The maximum bonus is 187.5%, equivalent to 150% of target bonus. The bonus is calculated on the basis of six criteria: net sales (20%); • income from operations (20%); •

Annual variable compensation whose payment requires a positive ex post vote of the Shareholders’ Meeting, under the new provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code.

798,431 USD (713,140 EUR). The annual bonus awarded is 108.63% of annual base compensation and represents 86.9% of the target bonus.

net income (10%); • inventories (10%); •

accounts receivable (10%); • individual objectives (30%). • The individual part of the bonus cannot exceed 56.25% of the annual base compensation.

Deferred variable compensation

N/A

Absence

Multi-year variable compensation

N/A

Absence

Exceptional compensation

N/A

Absence

Stock-options, performance shares and any other element of long-term compensation

17,000 performance shares granted in 2019 and subject to performance conditions. Accounting valuation: 1,379,380 EUR. With regard to performance share plans, Gonzalve Bich received gross remuneration of 34,409 USD (30,734 EUR) equivalent to the unpaid dividends on the vested shares held by SOCIÉTÉ BIC until the end of the compulsory holding period.

Share acquisition depends on two performance conditions: net sales growth; • cash flow from operations and change in inventory, • as a percentage of net sales. These criteria are demanding by nature (growth versus value). The grant represents 0.04% of the share capital. Shareholders’ Meeting authorization date: May 16, 2018. Board of Directors’ Meeting grant date: May 16, 2018. Car allowance: 15,600 USD (13,934 EUR) Company contributions to Company U.S. savings plan: 401K: 8,400 USD (7,502 EUR); • Executive Compensation Plan: 29,400 USD • (26,259 EUR). Absence

Directors’ compensation

N/A

Valuation of any benefits-in-kind

88,272 USD (78,843 EUR). Includes 33,971 USD in social charges (30,342 EUR)

Social charges: 33,971 USD (30,342 EUR) Life Insurance Premium: 901 USD (805 EUR)

Sign-on bonus

N/A

Absence

Termination payment

N/A

Absence

Non-competition benefits

N/A

Absence

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •