BIC - 2020 Universal Registration Document

BOARDOF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 19, 2021

Ordinary Shareholders’ Meeting

Third resolution Appropriation of earnings, setting the dividend

acknowledges that the earnings for fiscal year 2020 amount to ● 14,141,171.62 euros; acknowledges that retained earnings amount to ● 556,895,040.26 euros; totaling earnings available for allocation of profits of ● 571,036,211.88 euros; decides to allocate the total earnings as follows: ●

The General Meeting, voting in accordance with quorum and majority rules for Ordinary General Meetings, after considering the reports of the Board of Directors and the Statutory Auditors:

Dividend

80,957,399.40 euros

Retained earnings from previous year

490,030,462.06 euros

Works of art special reserve

48,350.42 euros

On that basis, the General Meeting decides to distribute a dividend of 1.80 per share, whereby it is specified that in the event of a change in the number of shares conferring dividend rights in relation to the number of 44,976,333 shares comprising the share capital at December 31, 2020, the total amount of dividends will be adjusted in consequence and the amount allocated to “Retained earnings” will be determined on the basis of dividends actually paid. The dividend payment date will be June 2, 2021. The aforementioned dividend is defined before any tax and/or social security levy which may apply depending on the shareholder’s own situation. When paid to individuals who are tax residents of France, the gross dividend is subject to a flat rate withholding tax

( prélèvement forfaitaire non libératoire or PFNL) representing a tax payment advance assessed on income payable on the following year of 12.8% plus social charges of 17.2%. Shareholders are invited to contact their usual tax adviser. In accordance with the provisions of Article L. 225-210 of the French Commercial Code, the amount of the dividend corresponding to the shares held by the Company on the payment date will be allocated to the “retained earnings” account. As a reminder, pursuant to Article 243 bis of the French Tax Code, the dividends distributed for the three previous fiscal years were as follows:

Dividend distributed per share (a) (in euros)

Number of shares

Fiscal year

2017

45,728,162

3,45

2018

45,358,494

3,45

2019 2,45 If the progressive scale on income tax is chosen, dividend eligible in totality to the 40% deduction provided for in Article 158-3.2° of the French Tax Code, applicable under certain (a) conditions. 44,985,261

RESOLUTION 4 Share buyback

Purpose You are asked to renew the authorization granted to the Board of Directors for an 18-month period to purchase, hold or transfer the Company’s shares. The main characteristics of this new resolution are as follows: these share buybacks may not be carried out during periods of public tender offers on the Company’s shares; ● the maximum number of shares that may be purchased would represent 10% of the share capital; ● the maximum purchase price would be maintained at 300 euros per share, resulting in a maximum theoretical total purchase ● amount around 1,361,875,710 euros (net of acquisition costs); and the buyback by BIC of its own shares may be carried out for different purposes, including the implementation of employee stock ● ownership plans and the allocation of shares in the context of external growth transactions. The objectives and the description of the authorization are detailed in the resolution below and in chapter 7.4 of the 2020 universal registration document

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •