BIC - 2019 Universal Registration Document

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

Ordinary Shareholders’ Meeting

MARIE-AIMÉE BICH-DUFOUR, EXECUTIVE VICE-PRESIDENT UP TOMARCH 31, 2019

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

Amounts or accounting valuation submitted for approval

Presentation

Fixed compensation

50,000 EUR

200,000 EUR per year pro rated for 3 months as Executive Vice-President = 50,000 EUR.

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

No payment for 2019

Absence

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

3,250 performance shares granted in 2019. Accounting valuation: 263,705 EUR.

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 0.01% of the share capital. Annual Shareholders’ Meeting authorization date: May 16, 2018. Board of Directors’ Meeting grant date: May 16, 2018.

Directors’ compensation

N/A

Absence

Valuation of any benefits-in-kind

1,829 EUR

Company car

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.

Marie-Aimée the Supplementary Executive Retirement Plan (governed by Article L. 137-11 of the French Social Security Code) for BIC Group executives in France. Condition for pension benefit eligibility: • a minimum period of five years of participation is • necessary to benefit from the plan; be officially qualified for a pension under the Social • Security scheme; retire from BIC in accordance with the provisions of • Article L. 137-11 of the French Social Security Code. Bich-Dufour benefits from

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •