BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officers’ remuneration

TABLE I – HISTORY OF PERFORMANCE SHARE PLAN ALLOCATIONS

(Table 9 following the format of French Financial Markets Authority Position-Recommendation No. 2009-16)

Plan No. 10 Plan No. 11 Plan No. 12 Plan No. 13 Plan No. 14 Plan No. 15 Plan No. 16

Annual Shareholders’ Meeting date

May 15, 2013 May 15, 2013 May 18, 2016 May 18, 2016 May 16, 2018 May 16, 2018 May 16, 2018

February 11, 2014

February 10, 2015

May 18, 2016

February 10, 2017

May 16, 2018

February 12, 2019

February 11, 2020

Board of Directors’ Meeting date

Grant

M

M

M

M

M

M

M

Number of free shares granted

159,660

176,740

159,680

155,790

170,720

162,025

234,118

Of which. shares granted to the • Corporate Officers (% of BIC shares as of December 31, 2020)

3,250

4,500 (0.01%) 8,000 (0.02%) 3,250 (0.01%)

5,000 (0.01%) 8,000 (0.02%) 3,250 (0.01%) May 18, 2019

8,000 (0,02%) 8,000 (0.02%) 3,250 (0.01%)

15,000 (0,03%) 8,000 (0.02%) 3,250 (0.01%) May 16, 2021 May 16, 2021

17,000 (0.04%) 8,000 (0.02%) 3,250 (0.01%)

24,781 (0.05%) 8,017 (0.02%)

Gonzalve Bich •

8,000 (0.02%) 3,250 (0.01%)

James DiPietro •

Marie-Aimée Bich-Dufour •

-

March 11, 2017 March 11, 2020

March 10, 2018 March 10, 2021

March 31, 2020 March 31, 2020

March 31, 2022 March 31, 2022

March 31, 2023 March 31, 2023

End of the Acquisition Period

March 31, 2022

End of the Holding Period

1) Increase in net sales 2) Net cash from operating activities. As a percentage of net sales

Performance conditions

Total number of shares definitively acquired as of December 31, 2020 Total number of void or lapsed shares as of December 31, 2020 (a) TOTAL NUMBER OF PERFORMANCE SHARES OUTSTANDING AS OF DECEMBER 31, 2020

139,542

105,096

64,365

-

90

-

-

20,118

71,884

94,025

155,790

114,428

102,499

26,942

-

-

-

-

56,202

59,526

207,176

The performance share grants are void due to the beneficiary leaving the company or to all performance conditions not being achieved. (a) Main. M = Secondary. S =

Share allocated with or without performance conditions Since 2005, exercising the power granted to it by the Shareholders’ Meeting, the Board of Directors has resolved, upon the recommendation of the Remuneration Committee, to put in place a policy of three-year performance-based share grants. Since 2012, some 500 executives who historically received stock options based on their position in the Company (eligible executives) have received three-year performance-based share grants. Regarding the plans in force, performance is assessed over a three-year period based on the achievement of two objectives: net sales evolution; ● net cash flow from operations and change in inventory, as a ● percentage of net sales.

In 2020, 234,118 performance shares were granted to 501 beneficiaries. In 2019, 162,025 performance shares were granted to 496 beneficiaries. In parallel, to reward staff selected by Management and key contributors of the year, the Board of Directors decided, on the recommendation of the Remuneration Committee, to award free share grants without performance conditions. The vesting period is three years and one month from grant for the 2019 plans. In 2020, 30,613 shares were granted without performance conditions to 242 beneficiaries In 2019, 17,550 shares were granted without performance conditions to 239 beneficiaries. The total number of shares is reported in Note 23 to the consolidated financial statements.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •