BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

Independent Directors Characterization as an Independent Director was reviewed by the Board of Directors at its meeting on February 13, 2018.

RESULTS OF THE REVIEW OF THE CHARACTERIZATION AS INDEPENDENT DIRECTOR BY THE BOARD OF DIRECTORS:

Elizabeth Bastoni

John Glen

Candace Matthews

Pierre Vareille

Criteria provided by the AFEP-MEDEF Code

Not to be an employee or Executive Officer of the Company, or an employee or Executive Officer or a Director of a company consolidated within the Company and/or the Company’s parent company or a company consolidated within this parent, and not to have been in such a position during the previous five years Not to be an Executive Officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an Executive Director of the Company (currently in office or having held such office within the past five years) is a Director Business relationships: not to be (a) a customer, supplier, commercial banker or investment banker: that is material to the Company or its Group or for a significant part of whose business the Company or its Group accounts

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Compliant

Not to be related by close family ties to a Company Officer

Compliant Compliant

Compliant Compliant

Compliant Compliant

Compliant Compliant

Not to have been an Auditor of the Company within the previous five years

Not to have been a Director of the Company for more than twelve years

Compliant

Compliant

Compliant

Compliant

Or be bound directly or indirectly to. (a)

Evolution of the Board of 3.1.1.3. Directors following the

Independent Directors do not have any relation of any kind with the Company, its Group or its management that is such as to color their judgment. In 2017, the sole relationships between a Director and BIC Group involve Directors qualified as non-Independent. These relationships have been considered as non-significant by the Board of Directors in view of the commitments, the amount of the transactions they represent for each of the interested companies (they represent less than 0.01% of the commercial flows of each) and their normal conditions. According to the Internal Rules and Procedures, Directors qualified as independent strive to maintain this quality. However, if a Director believes that he/she can no longer or will shortly no longer be qualified as independent under the AFEP-MEDEF’s Corporate Governance Code, such Director must immediately notify the Chairman, who will place this item on the agenda of the next meeting of the Board of Directors. Training of the Directors Directors participated to a seminar organized by International Institute for Management Development in February 2017. Before taking office, Vincent Bedhome attended the training program “To be an Employee Director” of the Institut Français des Administrateurs.

Shareholders’ Meeting of May 16, 2018

John Glen, Marie-Henriette Poinsot, SOCIÉTÉ M.B.D. and Pierre Vareille, whose mandates are up for renewal, will be proposed for reelection for three years at the Shareholders’ Meeting of May 16, 2018. The Board will also propose the nomination of Gonzalve Bich as Board Member as a replacement for Bruno Bich (section 3.1.1.1. page 104). Subject to the approval of the Shareholders’ Meeting, the Board will be composed as follows: Pierre Vareille – Chairman ● Elizabeth Bastoni – Director ● Vincent Bedhome – Director representing the employees ● Gonzalve Bich – Chief Executive Officer - Director ● Marie-Pauline Chandon-Moët – Director ● John Glen – Director ● Candace Matthews – Director ● Marie-Henriette Poinsot – Director ● M.B.D. (Edouard Bich) – Director ● The proportion of Independent Directors (40%), as well as female Directors (40%), will remain unchanged.

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BIC GROUP - 2017 REGISTRATION DOCUMENT