BIC - 2020 Universal Registration Document

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

Extraordinary Shareholders’ Meeting

RESOLUTION 22 Overall limits on the amount of the issues carried out pursuant to the delegations of authority granted

Purpose In light of the delegations of authority presented above, it is proposed that you decide that the maximum nominal amount of capital increases that may be carried out under the delegations of authority granted under the 21 st resolution of this General Meeting and the 17 th and 18 th resolutions of the General Meeting of May 20, 2020 shall be set at 10% of the Company’s share capital on the date the Board of Directors decides on the issue, whereby to this maximum amount will be added, as applicable, the additional amount of shares to be issued in order to preserve, in compliance with the law and, where appropriate, applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital. You are reminded that, in accordance with Article R. 225-116 of the French Commercial Code, the Board of Directors shall, at the time it will make use of the delegations of authority is described above, establish a supplementary report describing the definitive terms of the transaction as well as the impact on the situation of holders of equity securities and other securities giving access to the capital, in particular with respect to their percentage of their holdings in the capital. This report as well as the Statutory Auditors’ Supplementary Report will be made available to you under the conditions provided for by applicable law and regulations. Twenty-second resolution Setting of the overall limits on the amount of the issues carried out pursuant to the delegations of authority granted 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 maximum nominal amount of capital increases that may be carried out, immediately and/or in the future under the delegations of authority granted under the 21 st resolution of this General Meeting and the 17 th and 18 th resolutions of the General Meeting of May 20, 2020 is set at 10% of the Company’s share capital on the date the Board of Directors decides on the issue, whereby to this maximum amount will be added, as applicable, the additional amount of shares to be issued in order to preserve, in compliance with the law and, where appropriate, applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital.

RESOLUTIONS 23 TO 24 Modifications of articles of incorporation (statuts)

Purpose Under the terms of the 23 rd resolution, you are asked to modify Article 16 bis of the Company’s articles of incorporation (Identification of Shareholders) in order to take into account the changes to Article L. 228-2 of the French Commercial Code pursuant to Business Growth and Transformation Action Plan of Act No. 2019-486 of May 22, 2019 ( plan d’action pour la croissance et la transformation des entreprises or “PACTE”). Under the terms of the 24 th resolution, you are asked to modify Article 10 of the Company’s articles of incorporation (Board of Directors) by eliminating the obligations thereunder required for each Director to hold at least one (1) share of the Company, whereby it is specified that the Board of Directors’ internal rules and procedures set the minimum number of shares that each Director must hold during his or her term of office. Twenty-third resolution Modification of Article 16bis of the articles of incorporation (identification of Shareholders) The General Meeting, voting in accordance with quorum and majority rules for Extraordinary General Meetings, after having considered the Board of Directors’ Report, decide to modify the provisions of Article 16 bis (identification of Shareholders) of the Company’s articles of incorporation ( statuts ) to reflect changes made to Article L. 228-2 of the French Commercial Code.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •