BIC - 2019 Universal Registration Document

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

Ordinary Shareholders’ Meeting

JAMES DIPIETRO, EXECUTIVE VICE-PRESIDENT

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

Amounts or accounting valuation submitted for approval  (a)

Presentation

Fixed compensation

572,853 USD (511,658) EUR)

+1.75% versus 2018

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

321,800 USD The annual bonus equals 56.17% of annual base compensation and represents 74.9% of the target bonus. (287,424 EUR)

Target bonus is 75% of the annual base compensation. The maximum bonus is 112.50%, equivalent to 150% of target bonus. The bonus is calculated on the basis of six criteria: net sales (20%); • income from operations (20%); • net income (10%); • inventories (10%); • accounts receivable (10%); • individual qualitative objectives (30%). • The qualitative part of the bonus cannot exceed 33.75% of the annual base compensation. 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 0.02% of the share capital. Annual Shareholders’ Meeting authorization date: May 16, 2018. Board of Directors’ Meeting grant date: May 16, 2018. Car allowance: 13,800 USD (12,325 EUR). Company contributions to Company U.S. savings plan: 401K: 9,500 USD (8,485 EUR); • Executive Compensation Plan: 22,914 USD • (20,466 EUR); Social charges: 29,684 USD (26,513 EUR); • Life Insurance Premium: 3,045 USD (2,719 EUR). • Absence Absence Absence Absence

Deferred variable compensation

N/A

Multi-year variable compensation

N/A

Exceptional compensation

N/A

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

8,000 performance shares granted in 2019. Accounting valuation: 649,120 EUR. With regard to performance share plans, James DiPietro received gross remuneration of 67,731 USD (60,496 EUR) equivalent to the unpaid dividends on the vested shares held by SOCIÉTÉ BIC until the end of the compulsory holding period.

Directors’ compensation

N/A

Valuation of any benefits-in-kind

78,943 USD (70,510 EUR). Includes 29,684 social charges (26,513 EUR)

Sign-on bonus

N/A

Absence

Termination payment

N/A

Absence

Non-competition benefits

N/A

Absence

Supplementary pension plan

No payment is due in respect of the fiscal year ended.

James

DiPietro

participates

in

the

BIC CORPORATION Executive Retirement Plan, a supplementary pension plan in the U.S. that has existed since 1970 and which benefits the main executives of BIC Corporation. Supplementary

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •