BIC - 2020 Universal Registration Document

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

Ordinary Shareholders’ Meeting

RESOLUTIONS 5 TO 7 Renewal of the terms and appointment of Directors

Purpose The terms of office of Mrs. Marie-Aimée Bich, Mr John Glen and the company M.B.D. expire at the end of this General Meeting. The Board of Directors proposes to renew Marie-Aimée Bich and the company M.B.D. terms of office for another three years and Mr John Glen term of office for one year. Renewal of the appointment of Mrs. Marie-Aimée Bich as Director You are asked to approve the renewal of Mrs. Marie-Aimée Bich’s term as Director for three years. A Director of the Company since 2019, Mrs. Marie-Aimée Bich has been a member of the nomination, governance and CSR Committee since this date. Mrs. Marie-Aimée is the General Affairs Delegate and President of the BIC Corporate Foundation for Education. For the record, her rate of attendance at Board meetings and its committee meetings since first appointed in 2019 is 100% (and 100% in 2020). Renewal of the appointment of the company M.B.D. as Director You are asked to approve the renewal of the company M.B.D.’s term as Director for three years. M.B.D. is a French corporate partnership limited by shares (société en commandite par actions) with share capital of 114,398,120 euros, having its registered office at 1, place Paul Verlaine, 92100 Boulogne-Billancourt, France and registered in Nanterre (PCS No. 389 818 832) represented by Mr. Edouard Bich. Édouard Bich spent eight years in the Finance Department of Procter & Gamble and has an MBA from MBA Wharton University (United States), specialized in Finance. For the record, his rate of attendance at Board meetings and its committee meetings since first appointed in 2006 is 100% (100% in 2020) Renewal of the appointment of Mr John Glen You are asked to approve the renewal of Mr John Glen's term as Director for one year. Mr John Glen is a Director of the Company since 2008. For the record, his rate of attendance at Board meetings and its committee meetings since first appointed in 2008 is 100% (100% in 2020) Fifth resolution Renewal of the appointment of Mrs. Marie-Aimée Bich as Director Seventh resolution Renewal of the Appointment of Mr. John Glen as Director

The General Meeting, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the Board of Directors’ Report, decides to reappoint Mr John Glen as Director for a new term of one year. Mr John Glen’s term of office will expire at the end of the Ordinary General Meeting convened to approve the financial statements for the fiscal year ended December 31, 2021.

The General Meeting, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the Board of Directors’ Report, decide to reappoint Mrs. Marie-Aimée Bich as Director for a new term of three years. Mrs. Marie-Aimée Bich’s term of office will expire at the end of the Ordinary General Meeting called to approve the financial statements for the fiscal year ended December 31, 2023. Sixth resolution Renewal of the appointment of the company M.B.D. as Director The General Meeting, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the Board of Directors’ Report, decides to reappoint the company M.B.D. as Director for a new term of three years. M.B.D. s term of office will expire at the end of the Ordinary General Meeting convened to approve the financial statements for the fiscal year ended December 31, 2023.

312

• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •