BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

Organization and work 4.1.2.4 Invitation and notification to Board members for upcoming meetings may take place by any means and are always confirmed in writing. The Board of Directors meets at least six times a year, and at any time as required by the Group’s business activities throughout the year. The Executive Vice-President, Executive Committee members or any other person having a particular expertise as to the matters included in the agenda, are authorized, at the request of the Chair,

to attend the whole or part of the Board meeting. The Statutory Auditors can also be invited to attend meetings other than the ones for which their presence is legally required. At least once a year, an informal meeting is organized by the Board of Directors without the presence of the Executive Officers. As these meetings are informal, no minutes are taken. In 2020, the Board of Directors met twelve times with an average length of 3 hours 16 minutes. The attendance rate at the meetings was 99.3%.

REGULAR ATTENDANCE OF MEMBERS OF THE BOARDOF DIRECTORS

Attendance at the Remuneration Committee

Attendance at the Nominations, Governance and CSR Committee

Attendance at the Board of Directors

Attendance on the Audit Committee

Pierre Vareille

100%

n/a

n/a

n/a

Gonzalve Bich

100%

n/a

n/a

n/a

Elizabeth Bastoni

100%

n/a

100%

100%

Vincent Bedhome

100%

n/a

100%

n/a

Inna Kostuk (fromOct. 27, 2020)

100%

n/a

n/a

n/a

Jacob Schwartz

89%

n/a

n/a

n/a

Timothée Bich

100%

n/a

n/a

n/a

Marie-Aimée Bich-Dufour

100%

n/a

n/a

100%

Maëlys Castella

100%

100%

100%

n/a

Marie-Pauline Chandon-Moët

100%

n/a

n/a

n/a

John Glen

100%

100%

n/a

n/a

Candace Matthews

100%

100%

n/a

100%

SOCIÉTÉ M.B.D. (Édouard Bich)

100%

100%

n/a

n/a

non-applicable. n/a:

Apart from the regular duties undertaken by the Board ( e.g. closing of the accounts, review of the quarterly results, approval of the annual budget, approval of the compensation of the Executive Officers, etc.), the Board also deliberated in 2020 on: design of the Long-Term Strategy of the Group; ● definition of the Visons, Values, Mission and Raison d’Etre of ● BIC; monitoring of the Group strategy and progress in e-commerce; ● review and debate on the geographic presence of BIC in Latin ● America, India, and Asia; debate over and decision on strategic acquisitions of DJEEP ● and Rocket Book; definition of the Group Financing Model and Update on ● Scenario Planning based upon Net Sales and Normalized Income fromOperations Estimates; determination of a new capital allocation policy; ● study of Group financing options and securing access to ● external financing capabilities; review of the Group Risk Mitigation plan; ● review of the financial communication of the Group which was ● presented during BIC's Capital Markets Day; debate over and decision on the divestiture of BIC’s Clichy ● headquarters;

the review of the 2019 CSR Report, and the monitoring of the ● Group’s Sustainable Development Goals and Roadmaps; the evaluation of the Board composition and performance ● conducted with the support of external consultants and the implementation of consecutive actions; the update of CEO and Chair emergency succession plans. The ● design of the CEO long term succession plan; the design and implementation of the succession at the Audit ● Committee; the Executive and Non-Executive Officers and Directors ● Succession Planning; definition and review of safeguard measures against Covid-19 ● and how the business reacts. Review of the impacts of the pandemic on the Group’s results, the markets where the Group operates and the Company’s commercial plans, the measures taken in relation to employees including the revision of short and long-term management incentives in light of Covid-19 crisis; monitoring of the set up and effective implementation of the ● Global Business Services company in Sofia. Ensuring the adequacy of Internal controls; renew of the mandate of the BIC Foundation for a three-year ● term guided by a new mission and vision focusing on Creative Expression.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •