BIC - 2020 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

RESOLUTION 18 Stock options and/or stock purchase options

Purpose You are asked to renew your authorization to grant, on one or more occasions, stock options or stock purchase options of the Company to employees (or some of them), as well as eligible corporate officers (or some of them) of the Company and economic interest groups or companies affiliated therewith, it being specified that the options granted under this authorization may not confer a right to subscribe for or purchase a total number of shares exceeding 4% of the Company’s share capital on the Board of Directors’ grant decision date. The total number of shares that may be allotted, subscribed or purchased in respect of the options issued pursuant to this authorization will be applied against the overall limit provided for in the 19 th resolution. The number of Options granted to executive officers of the Company under this authorization may not confer a right to a total number of shares exceeding 1% of the Company’s share capital on the Board of Directors’ grant decision date. The subscription option price to be paid when the stock options or stock purchase options are exercised will be set by the Board under the conditions provided for by law, but excluding any discount, on the date the options shall be granted. The Board of Directors will propose that this authorization, which will cancel and replace the authorization granted by the 23 rd 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. Eighteenth resolution Authorization to be given to the Board of Directors to grant stock options and/or stock purchase options entailing the waiver by Shareholders of their preferential subscription rights

the subscription or purchase price of the shares issued from • the Options will be determined by the Board of Directors on the day the options are granted as follows: for options to subscribe for new shares, the purchase • price may not be less the average opening price for the twenty trading sessions preceding the Option grant date, for options to acquire existing shares, the purchase price • may not be less the average opening price for the twenty trading sessions preceding the Option grant date nor the average purchase price of shares held by the Company in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code. Over the duration of the Options granted, their price may not be modified unless the Company carries out financial or securities transactions imposed on the Company by law to protect the interests the Options’ beneficiaries; In such case, the Board of Directors will take, in compliance with applicable regulations, the measures required to take into account the impact of the transactions and may decide to temporary suspend, as applicable, the right to exercise the Options in the case of a financial transaction resulting in an adjustment in accordance with the provisions of Article L. 225-181 paragraph 2 of the French Commercial Code or in the event of any other financial transaction in the context of which it considers it appropriate to suspend this right, the period during which the Options may be exercised shall • be 10 years from the date they are granted by the Board of Directors, in accordance with the law, no Options may be granted to • employees or executive officers who, on the date of the Board of Directors’ decision, hold more than 10% of the share capital;

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. 225-177 et seq ., L. 22-10-56 to L. 22-10-58 and L. 225-129 et seq . of the French Commercial Code, authorizes the Board of Directors to grant, on one or more 1. occasions, during the periods authorized by law, to employees and/or corporate officers (or some of them) of the Company or of companies or groups affiliated with it in accordance with the conditions set out in Article L. 225-180, paragraph I of the French Commercial Code (the “ Beneficiaries ”), options conferring the right to subscribe for new shares to be issued by the Company pursuant to a capital increase or to purchase existing shares of the Company resulting from share buybacks in accordance with the legal requirements (the “ Options ”), under the following conditions: the total number of Options thus granted may not confer • rights when exercised, under the conditions and subject to fulfillment of the performance conditions set by the Board of Directors as the determined for a minimum period of three years, to more than 4% of the share capital on the Board of Directors’ grant decision date, it being specified that Options granted to executive officers of the Company under this authorization may not represent more than 1% 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; the total number of shares that may be allotted, subscribed • or purchased in respect of the Options issued pursuant to this authorization will be applied against the overall limit provided for in the 19 th resolution;

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •