BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ remuneration

Method of determining competitiveness of the remuneration for Executive Corporate Officers To ensure appropriate global benchmarks that match BIC’s global business, BIC has engaged WillisTowersWatson, a leading global remuneration consultancy, to build special peer group surveys in France and in the United States, the two markets in which BIC employs the majority of senior executives. For the peer group surveys in France and the United States, a panel of companies is proposed, reviewed by the Remuneration Committee and adopted by the Board. The comparison panels are based on direct business competitors and other listed companies with which BIC competes for senior executive talents. Generally, there is stability in the panels to allow effective and consistent remuneration benchmarking from year to year. The peer group panels are as follows: France: Accor Hotels, Alstom, Bureau Veritas, Carrefour, EssilorLuxottica, L’Oréal, LVMH, Pernod Ricard, Safran, Schneider ● Electric, SEB, Tarkett, Thales, Unibail-Rodamco, Valeo, Vallourec; United States: Church & Dwight, Clorox, Colgate-Palmolive, Edgewell Personal Care, Hasbro, Hershey, Kellogg, Kimberly-Clark, ● Keurig DrPepper, Mattel, McCormick, Newell Brands, NU Skin Enterprises, Ontex, Scotts Miracle-Gro, Sealed Air, Snap-on, Tupperware Brands, Vista Outdoor. These peer group surveys are used to complement the WillisTowersWatson General Industry survey of executives in the United States (over 1,200 companies). This broader survey provides a wider view of Executive Officer remuneration and is the primary market reference used by BIC. BIC’s global scope and transformation challenge is similar to that of companies in the peer groups.

COMPETITIVE POSITIONOF THE CHIEF EXECUTIVE OFFICER

Total Direct Remuneration

Comparatios

Base Salary

Target Total Cash Long-Term Incentive

Chief Executive Officer (2019 reminder)

83

88

59

71

Chief Executive Officer (2020)

83

96

56

90

The “comparatio” is a comparison versus the median of the survey data. A ratio of 100 means that the incumbent remuneration level is at exactly the median level of the survey data. The median of the sum (Total Direct Remuneration) is not the sum of the medians (Target Total Cash, Long-Term Incentive) due to difference in the pay mix among reference companies. For Gonzalve Bich, Chief Executive Officer, the results shown above are based on the WillisTowersWatson General Industry survey of executives in the United States. The target remuneration benchmarks for the special peer group panels outlined above for both France and the U.S.A. are higher than this broader General Industry survey, and the actual remunerations of the Chief Executive Officer for 2019 and 2020 were both below the target level by respectively 12 and 10 points. The Board of Directors had defined a plan to align the global remuneration of the CEO to the market practice over several years based on his performance and that of the Company. Due to Covid-19 related conditions, this plan has been put on hold. Consequently, no base salary increase is recommended for 2021.

Internal Consistency and Proportionality The same overall remuneration principles apply for all team members. Within the overall policy, remuneration is differentiated to reflect the level of responsibility, individual and collective performance, team member potential and differing competitive market practices. At the most senior levels, the proportion of remuneration at risk under the variable remuneration and long-term incentive plans may represent the most significant components of the executive’s total package. This allows alignment of teammembers' interests with those of Shareholders.

Understanding of the Rules Remuneration policies are clearly communicated to management and executives, both in terms of their structure and the alignment with BIC’s strategy and business objectives. Payment of the variable remuneration Under the provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code, the payment of the variable remuneration requires a positive ex post vote of the Shareholders’ Meeting.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •