BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ remuneration

4.2.1.2.2.

Specific principles governing remuneration policies

Shareholders’ dialogue Since the last General Meeting held on May 20, 2020, the Company has engaged in a constructive dialogue with its main minority Shareholders representing over 15% of its capital and / or their Proxies, to understand their perspectives and discuss potential solutions addressing the following concerns on the remuneration policy. Discussions highlighted a perceived lack of transparency on the stringency of the targets and on the measurement of the ● achievement of the variable remuneration and long-term incentive performance criteria for the Executive Corporate Officers. The Company has taken these remarks into consideration and will provide additional details on the targets and on the achieved results. As a minimum, targets are equivalent to the guidance communicated externally, when relevant. Another topic of discussion was the granting of Performance Shares to the Chief Executive Officer, with a perspective that it could ● go against the interest of minority Shareholders, and reinforces the controlling shareholder. Taking this remark into consideration, the Board has analyzed the impact of these grants on the share of the controlling shareholder. Since Gonzalve Bich has been appointed CEO, he has been granted respectively 15,000, 17,000 and 24,781 Performance Shares. Assuming a delivery at 100%, these grants represent respectively 0.033%, 0.037% and 0.055% of the Company capital. Considering the very limited dilution effect and the positive impact due to the alignment between Shareholders’, Executive Officers’ and Team members, the Board has decided to maintain its current approach.

Fixed remuneration At the beginning of each year, the Board, on the recommendation of the Remuneration Committee, sets the fixed remuneration for the fiscal year. The fixed remuneration for the positions of Executive Corporate Officers of SOCIÉTÉ BIC reflects their scope of responsibility and level in the relevant competitive marketplace. For 2021, the gross fixed remuneration of the Chief Executive Officer has been established at 770,000 U.S. dollars, unchanged versus . 2020. In the case that another Executive Corporate Officer is appointed, the Board would establish the gross annual fixed remuneration upon market conditions and below a maximum of 600,000 euros. Variable remuneration The variable remuneration for the Executive Corporate Officers of SOCIÉTÉ BIC is expressed as a percentage of their fixed remuneration.

In application of the general principles of remuneration set forth in this document, and upon the recommendation of the Remuneration Committee, the Board of Directors applies a specific remuneration structure for the Executive Corporate Officers of SOCIÉTÉ BIC, with some or all of the following components: fixed remuneration; ●

variable remuneration; ● long-term incentives; ● supplementary pension plans; ● benefits in kind. ●

No employment contract was entered into between SOCIÉTÉ BIC and the Executive Corporate Officer. In relation to their personal situation, their remuneration is paid by BIC International in the United States.

Annual variable remuneration as a percentage of fixed remuneration, if objectives are 100% achieved

Maximum variable remuneration, as a percentage of fixed remuneration (150% of target)

Position

Chief Executive Officer

125.0%

187.5%

Executive Vice-President (if appointed)

75.0%

112.5%

178

• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •