BIC - 2020 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

acknowledges that in the event of an award of restricted 9. stock units from new shares, this decision will entail, as said shares are fully vested, a capital increase by capitalizing reserves, profits or issue premiums for the benefit of the beneficiaries of said shares and a corresponding waiver by Shareholders in favor of the beneficiaries of said shares of their preferential subscription rights to said shares and for the portion of reserves, earnings and additional paid-in capital having been capitalized; grants full powers to the Board of Directors to implement 10. this resolution, with the right to sub-delegate its authority within the limits and subject to the conditions specified above and, in particular, to: determine whether the shares granted are shares to be • issued and/or existing shares, and to change its choice before the final award, determine the categories of beneficiaries of the grant(s), • freely determine the identities of the beneficiaries, the • number of shares granted to each of them, set the conditions, and any criteria for granting the shares and any performance criteria, set the conditions for grants (notably of presence and, as • applicable performance), decide the amount of the grant(s), the dates and terms and conditions of each of them, and the date, which may be retroactive, as of which the securities issued will carry dividend rights, determine the definitive durations of the vesting period • ( période d’acquisition ) and the holding period ( période de conservation ) for the shares, within the limits set by the law and above by the General Meeting, enter the shares thus granted in a registered account in the • names of their holders, stating that they are unavailable and the duration of such unavailability, fund a restricted reserve, set aside to cover the • beneficiaries’ rights, with a sum equal to the total amount of the par value of the shares that may be issued pursuant to a capital increase, by withdrawing the necessary sums from any reserves to which the Company has unrestricted access, make the necessary withdrawals from this restricted • reserve in order to pay the par value of the shares to be issued in favor of the beneficiaries thereof and accordingly increase the share capital by the par value of the shares granted, in the event of a capital increase, amend the articles of • incorporation accordingly and carry out the formalities in consequence thereof, and in the event that any of the financial transactions referred to • in Article L. 228-99, paragraph 1, of the French Commercial Code are carried out during the vesting period, take, if it deems appropriate, all measures to protect and adjust the rights of the grantees of shares in accordance with the terms and conditions prescribed by said article; resolves that this authorization is granted for thirty-eight 11. months from the date of this General Meeting and cancels and supersedes for the unused portion and unexpired period the prior authorization granted by the twenty-second resolution of the Combined Shareholders Meeting of May 16, 2018.

Article L. 225-197-1 et seq . of the French Commercial Code, or some of them, and who, in addition, meet the conditions and, if applicable, the allotment criteria that will have been set by the Board of Directors; resolves that, if the grants are made to the corporate 5. officers referred to in Article L. 225-197-1 II, paragraphs 1 and 2 of the French Commercial Code, they may only be made under the conditions of Article L. 225-197-6 of the French Commercial Code, and subject to the achievement of certain performance criteria to be set by the Board of Directors; resolves that any grant shall be subject to achievement and 6. fulfillment of one or more conditions of performance set by the Board of Directors, notably grants for the benefit of corporate officers of the Company. By way of exception, the Board of Directors may grant restricted stock units ( attributions gratuites d’actions ) 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); resolves that said shares will become fully vested by their 7. beneficiaries subject to fulfillment of other conditions set when granted, 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 corporate officers of the Company subject • to performance conditions, upon expiration of a minimum three-year vesting period; resolves, notwithstanding the foregoing, that the shares 8. may be definitively granted before the end of the vesting period in the event of the beneficiary’s disability within the second or third category set out in Article L. 341-4 of the French Social Security Code ( code de la sécurité sociale ), as of the date such disability is certified, and that the shares may be freely transferable by the above beneficiary independently of the aforementioned holding period;

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •