BIC - 2019 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

DRAFT RESOLUTION 23 Amendment to Article 11 of the Articles of incorporation in order to enable the Board of Directors to take decisions by way of written consultation as permitted by the applicable laws and regulations

Board of Directors’ Report: Written consultation of Directors for certain Board decisions The new law on the simplification, clarification and modernization of French business law dated July 19, 2019 introduced the option for French joint stock companies ( sociétés anonymes ) to provide in their Articles of incorporation that certain Board decisions may be made through written consultation of the Directors. We propose that you amend Article 11 of the Company’s Articles of incorporation in order to provide for this possibility for certain types of decisions. The decisions concerned are detailed in full in the legislation and correspond to the appointment of Directors in the event that a seat becomes vacant due to a director’s death or resignation; authorizations for granting security interests, endorsements and guarantees; amendments to the Articles of incorporation to ensure compliance with applicable laws and regulations (subject to ratification at an Extraordinary Shareholders Meeting); and calling the Annual Shareholders Meeting.

Draft resolution 23 Amendment to Article 11 of the Articles of incorporation in order to enable the Board of Directors to take decisions by way of written consultation as permitted by the applicable laws and regulations The Extraordinary Shareholders’ Meeting, after having considered the Board of Directors’ Report, decides to use the option provided for in Article 15 of the French Act dated July 19, 2019 on the simplification, clarification and modernization of French business

law and accordingly authorize the Board of Directors to make decisions through written consultation as permitted by the applicable laws and regulations. Consequently, the following paragraph has been added to the end of Article 11 of the Articles of incorporation: “The Board of Directors may make decisions through written consultation of the Directors as permitted in the applicable laws and regulations.” The wording of Article 11 otherwise remains unchanged, except this part.

DRAFT RESOLUTION 24 Amendment to Article 13 of the Articles of incorporation related to the directors' compensation

Board of Directors’ Report: Removal of the term jetons de présence The PACTE Act (Act 2019-486 dated May 22, 2019) having removed the term “ jetons de presence ”, we propose that you amend Article 13 of the Company’s Articles of incorporation related to the Directors’ compensation.

Draft resolution 24 Amendment to Article 13 of the Articles of incorporation related to the directors' compensation The Extraordinary Shareholders’ Meeting, after having considered the Board of Directors’ Report and having noted that the provisions of the French PACTE Act (Act 2019-486 dated May 22, 2019) related to the companies’ growth and transformation have removed the term “ jetons de presence ” as designation of the Directors’ compensation, decides to amend the Company’s Articles of incorporation in order to comply with these new provisions. Consequently, Article 13 of the Articles of incorporation now reads as follows:

“Article 13 – Compensation of the Directors A sum may be allocated by the Shareholders’ Meeting to the Board of Directors as Directors’ Fees. The Board distributes this sum among its members as it sees fit. The Board may also allocate exceptional compensation to the Directors in the cases and on the conditions stipulated by law.”

309

• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •