BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ remuneration

Long-Term Incentives Long-term incentive grants to executives and other critical team members are a core element of BIC’s total rewards strategy, aligning remuneration with business results and are part of a competitive overall remuneration. Since 2005, exercising the power placed at its disposal by the Shareholders’ Meeting, the Board of Directors has maintained a policy of granting shares (or options) where payout is based on business performance over a three-year period, aligning the interests of Shareholders and our teammembers.

SOCIÉTÉ BIC had not granted Stock Options since 2011, but instead delivered long-term remuneration in Performance shares. On a one-time, exceptional basis, the Board has decided to leverage this remuneration element to reinforce alignment between Senior Management and Shareholders on the delivery of the Horizon strategy. The one-time grant will be restricted to a group of senior executives, including the CEO, with a significant, direct impact on the Horizon plan execution, and will also be subject to performance conditions..

Grant of Performance Shares For the Executive Corporate Officers, the maximum market value at grant that each individual may be allocated is per the chart below, unchanged since the decision taken by the Board of Directors to grant Performance Shares in value and not in units, on February 10, 2020, aligning with market practice.

Position

MaximumMarket Value of Performance Shares at Grant Date

Chief Executive Officer

2,000,000 euros, representing circa 3 times his fixed remuneration

Executive Vice-President (if appointed)

800,000 euros

The total number of Performance shares granted to the Executive Corporate Officers (over the period covered by the resolution approved by the General Meeting of Shareholders) will not exceed 0.4% of the share capital as of the date of the decision made by the Board of Directors to grant the shares.

Performance conditions for performance shares Objectives are set at the beginning of each performance period. Actual performance is assessed according to the achievement versus the operating plan approved by the Board, each year, over the three-year plan. For the 2021 performance year, the objectives are as follows: Free Cashflow (FCF) defined as Cash from Operating ● Activities less Capital Expenditures, consistent with Group’s focus on Net Cash Generation. This performance condition is weighted at 50% of the total grant; Innovation Vitality Rate defined as Net Sales from innovations ● launched over the past three years divided by total Net Sales, consistent with the Horizon strategy. This performance condition is weighted at 40% of the total grant; Rate of Reusable, Recyclable or Compostable Packaging, also ● consistent with the Horizon strategy and related to Corporate

Social Responsibility. This performance condition is weighted at 10% of the total grant. Actual performance is assessed separately for each objective versus a yearly target set at the beginning of the performance period by the Board of Directors. Payouts are dependent on the business performance and follow stringent payout calculation rules. Payout calculation for each objective is as follows: for every 1% below the target objective, the number of shares ● paid out upon vesting is reduced by 2%; if the average achievement percentage of the objective is less ● than 80%, no shares will be delivered; the vesting related to each objective is capped at 100% of the ● related target number of shares.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •