Rights and duties of the Directors – Insider trading rules – Conflicts of interests – Shareholders Relation
there are no arrangements or agreements with any of the main ● Shareholders, customers, suppliers or any other third party under which any member of the Board of Directors or the Executive Committee has been appointed as such; Subject to the below, there are no restrictions accepted by the ● members of the Board of Directors and the Management Team regarding the sale, within a certain period of time, of the Company’s shares that they hold, provided however that SOCIÉTÉ M.B.D., holding company of the Bich family and owner of over 20% of the capital and voting rights in the company has concluded various collective agreements whereby it would retain at least 12 million shares. These agreements were concluded since December 17, 2003 for the oldest one. They regroup several members of the family concert to allow them, if needed, to benefit from Article 787 B of the Code Général des Impôts . The following officer is a party to part or all of these contracts: Gonzalve Bich. All signatories have close relationships with Gonzalve Bich, none of whom, except SOCIÉTÉ M.B.D., holds more than 5% of the share capital or voting rights of the Company. Shareholder relations Shareholders’ dialogue with the Board of Directors is entrusted to the Chair of the Board during Shareholders’ Meetings. Throughout the year, this dialogue is handled either directly by Gonzalve Bich, Director and Chief Executive Officer, or by BIC teams (Stakeholders Engagement, Financial Communication, Legal, Finance…) in accordance with securities laws, in particular with equal access to information. Main comments, questions, points of interest, and main concerns from Shareholders and proxy advisors are reported to the Board of Directors. Negative statements concerning the members of the Board of Directors and the Executive Committee To the best of the Company’s knowledge over the past five years: no Director or member of the Executive Committee has been ● convicted of fraud; no Director or member of the Executive Committee has been ● associated with bankruptcy, receivership or liquidation or placing of companies under administration; no Director or Executive Committee member has been ● challenged and/or officially sanctioned by statutory or regulatory authorities; no Director or member of the Executive Committee has ever ● been deprived by a court of the right to hold office as a member of an administrative, management or supervisory body of an issuer or to take part in the management or conduct of the business of an issuer.
Information of the Board In order to successfully carry out its mission, the Board of Directors has complete, accurate and early information, particularly regarding the performance of each business, and the financial and treasury position of the Company. In this respect, the Internal Rules and Procedures provide that the Board of Directors must be informed of the Company’s financial position, cash flow position and off-balance sheet commitments at December 31 and June 30 each year. The Rules also provide that each Director has the duty to keep up to date and to guarantee that he/she receives sufficient and relevant information in due time. Stock ownership and insider trading rules The Internal Rules and Procedures stipulate that all Directors must be Shareholders and own at least 500 shares. If they do not hold these shares when they take office, they must use the compensation received under Article L. 225-45 of the French Commercial Code to purchase them. Moreover, the Chief Executive Officer, Executive Vice-President and the Directors are subject to obligations to hold and keep shares (see section 184.108.40.206. - Performance-based share allocations). Any Director, as well as the permanent representatives of Corporate Directors, must put in registered form the shares of the Company that they hold at the time of their appointment, then any shares that may be purchased subsequently. In addition, the Internal Rules and Procedures outline the rules concerning the restrictions and/or prohibitions on actions by the Directors with regard to the Company’s shares, in particular due to the Directors’ holding of information concerning the Company which, if made public, may have a significant impact on the share price, or during critical periods of which the Company apprises the Directors. Finally, Directors must inform the Company and the AMF of any operation performed by them on BIC’s shares (see section 220.127.116.11. - Transactions in Company shares by Corporate Officers and Related Persons in 2020). The declaration also concerns transactions carried out by persons closely related to the Directors as identified by the applicable legal and regulatory provisions. Conflict of interests According to the Internal Rules and Procedures, any Director must inform the Board, in full and beforehand, of any actual or potential conflict of interest in which he/she could be directly or indirectly involved. In such case, the Director cannot take part in either the debates or in the decision on this matter. Directors issue an annual statement on the absence of conflict of interest. At the date of preparation of this document and to the Company’s knowledge: no potential conflicts of interest are identified between the ● private interests and/or other duties of the members of the Board of Directors or the Executive Committee with regard to the Company;
• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •