BIC - 2020 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

RESOLUTION 17 Restricted stock unit awards

Purpose You are asked to renew the authorization granted to the Board of Directors to award restricted stock units or RSUs ( attribution d’actions gratuites ) to Group employees and executive officers expiring in July 2021. Within the framework of this authorization, the number of shares that may be awarded may not represent more than 4% of the share capital on the Board of Directors’ grant decision date. The number of RSUs that may be awarded pursuant to this authorization shall be applied against the overall limit provided for in the 19 th resolution; The total number of RSUs that may be awarded to executive officers during a financial year may not represent more than 0.4% of the share capital on the Board of Directors’ grant decision date. Pursuant to Article L. 225-197-1 of the French Commercial Code, shares thus granted will become fully vested by their beneficiaries subject to fulfillment of other conditions set when granted, and notably the condition of presence or conditions of performance, for all or part of shares granted: for restricted stock units not subject to conditions of performance: ● either upon expiration of a vesting period ( période d’acquisition ) that may not be shorter than the period required by the legal • provisions applicable on the grant decision date (at present one year) it being understood that the vested shares will be subject, at the end of the aforementioned vesting period, to a holding period ( période de conservation ) that may not be shorter than the period required by the legal provisions applicable on the grant decision date (at present one year), or upon expiration of a minimum vesting period of at least two years and, in this case, without being subject to a minimum holding • period, it being understood that the Board of Directors will have the option of choosing one of these two options and to alternate them or use them concurrently with one another, and have the ability, in one or the other case, to extend the vesting period as well as, in the first case, extend the holding period and, in the second case, to set a minimum holding period; for all grants to executive officers and members of the Executive Committee of the Company subject to performance conditions, ● upon expiration of a minimum three-year vesting period. If the General Meeting approves this resolution, grants of restricted stock units that may be made will be decided by the Board of Directors on the basis of proposals by Executive Management. Grants that may be made to corporate officers will be decided by the Board of Directors on the basis of proposals by the Remuneration Committee after an evaluation of their performance. The Board of Directors will determine the identity of the beneficiaries of grants, the number of shares granted to each and the conditions of performance to fulfill, as applicable, in order for all or part of the shares granted to become fully vested. Restricted stock units ( attributions gratuites d’actions ) may be granted without conditions of performance in the case of grants for the benefit of Group employees or certain categories thereof and/or within the framework of employee stock ownership programs (except those for the benefit of officers of the Company). The Board of Directors will propose that this authorization, which will cancel and replace the authorization granted by the 22 nd resolution of the General Meeting of May 16, 2018, be granted for a period of thirty-eight (38) months from the date of this General Meeting. Seventeenth resolution Authorization to be given to the Board of Directors to proceed with restricted stock awards to employees and corporate officers by granting existing shares and/or shares to be issued, entailing the waiver by Shareholders of their preferential subscription right

The General Meeting, voting in accordance with quorum and majority rules for Extraordinary General Meetings, after having considered the Board of Directors’ Report and the Auditors’ Special Report in accordance with articles L. 225-197-1 et seq ., L. 22-10-59 and L. 22-10-60 of the French Commercial Code: authorizes the Board of Directors, with the right to 1. sub-delegate its authority to the extent permitted by law, to grant restricted stock units ( attributions gratuites d’actions ), on one or more occasions, of existing shares or shares to be issued of the Company ( “Restricted Stock Units” or RSUs ); resolves that the existing shares or shares to be issued 2. pursuant to this authorization may not represent more than 4% of the share capital on the Board of Directors’ grant decision date, it being specified that shares granted to executive officers of the Company pursuant to this authorization may not represent more than 0.4% of the

share capital on the Board of Directors’ grant decision date; this maximum number of shares to be issued or existing does not take into account the additional number of shares which may be granted resulting from an adjustment to the number of shares initially awarded pursuant to a corporate action of the Company; resolves that the number of RSUs that may be allotted 3. pursuant to this authorization shall be applied against the overall limit provided for in the 19 th resolution; resolves that the beneficiaries of the awards may be 4. employees of the Company or certain categories thereof and/or entities directly or indirectly affiliated with it within the meaning of Article L. 225-197-2 of the French Commercial Code, as well as corporate officers of the aforementioned companies or entities, as determined by the Board of Directors in accordance with the provisions of

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •