BIC - 2020 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

define the periods suspending the right to exercise the • Options in the case of financial transactions involving the Company’s share capital, and more generally, fulfill or have fulfilled all measures and • formalities to record completion of the capital increase(s) to be undertaken under this resolution, amend the articles of incorporation in consequence, and, generally, to do all that is necessary; acknowledges that this authorization automatically entails 3. an express waiver by the Shareholders in favor of the Beneficiaries of the Options, of their preferential subscription right for the shares that will be issued as said Options are exercised; acknowledges that the capital increase as a result of the 4. Options exercised shall be definitively completed merely by the declaration that the Option is being exercised, accompanied by the subscription form and the payments for the shares, which may be made in cash or by a setoff against receivables held against the Company; resolves that this authorization is granted for thirty-eight 5. 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-third resolution of the Combined Shareholders Meeting of May 16, 2018.

resolves that the Board of Directors shall have full powers 2. to implement this authorization, with the right to sub-delegate its authority and, in particular, to: determine the nature of Options to be granted (stock • options or stock purchase options), set the price and the terms and conditions applying to the • exercise of options by their beneficiaries (notably the conditions of presence and performance), draw up the list of Beneficiaries and the number of Options • to be granted to each, set (a) the length of validity of the options, (b) the opening • date(s) of the Options and (c) the dates of record for the new shares resulting from the exercise of stock options from which they shall be entitled to dividends, including retroactively, as well as any other procedures for exercising the Option, decide on the terms and conditions according to which the • price and the number of shares to be subscribed or purchased will be adjusted, in compliance with regulation, according to financial transactions, as applicable, involving the Company’s share capital, deduct the costs of the capital increases from the amount of • the premiums relating to these increases and, if it deems appropriate, deduct from this amount the sums necessary to increase the legal reserve to one-tenth of the new capital after each increase, and

RESOLUTION 19 Overall limits on the amount of the issues carried out pursuant to the authorizations to grant options and restricted stock units

Purpose In light of the delegations of authority and authorizations presented above, you are asked to decide that the total amount: (i) of shares that may be issued in virtue of the restricted stock units freely awarded pursuant to the 17 th resolution above, and (i) of the shares that may be issued or allotted upon exercise of the Options that may be granted pursuant to the 18 th resolution above, may not exceed 7% of the share capital on a fully diluted basis recorded on the grant decision date, whereby to this maximum amount will be added, as applicable, the additional amount of shares to be issued to protect, in accordance with the legal provisions and, where appropriate, the applicable contractual provisions, the rights of holders of securities or other rights conferring access to shares. Nineteenth resolution Setting overall limits on the amount of the issues carried out pursuant to the authorizations to grant Options and Restricted Stock Units

The General Meeting, voting in accordance with quorum and majority rules for Extraordinary General Meetings, after considering the Board of Directors’ Report: Resolves that the sum (i) of the shares that may be issued or allotted upon exercise of the Options that may be granted pursuant to the 18 th resolution above, and (ii) the shares that may be issued in virtue of the shares freely awarded pursuant to the 17 th resolution above,

may not exceed 7% of the share capital on a fully diluted basis recorded on the grant decision date, whereby to this maximum amount will be added, as applicable, the additional amount of shares to be issued to protect, in accordance with the legal provisions and, where appropriate, the applicable contractual provisions, the rights of holders of securities or other rights conferring access to shares.

321

• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •