BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Corporate Officers’ compensation

3.2.2.

COMPENSATION AND BENEFITS

Rules governing the granting of the annual variable compensation(bonus) for 3.2.2.1. 2017 The Board of Directors set the annual fixed compensation of executives in respect of 2017 and the target annual variable part of their remuneration for 2017:

Annual Fixed Compensation in 2017 (in U.S. dollars) (*)

Target annual variable compensation in 2017 (corresponds to 100% achievement of the objectives)

Corporate Officer

Bruno Bich Chairman and Chief Executive Officer

204,000 euros

-

Gonzalve Bich Executive Vice-President James DiPietro Executive Vice-President Marie-Aimée Bich-Dufour Executive Vice-President

500,000 U.S. dollars (442,478 euros) 515,000 U.S. dollars (455,752 euros)

85% of the fixed part

75% of the fixed part

300,900 euros

45% of the fixed part

Amounts in U.S. dollars were converted into euros using the average exchange rate for 2017 (1 EUR = 1.1300 USD), see Note 3 in the consolidated financial statements. (*)

The Chairman and Chief Executive Officer, Bruno Bich, received a) no variable compensation for 2017. Bruno Bich took on the role of CEO upon the retirement of Mario Guevara. This expanded his role from Chairman to Chairman and CEO during a managing transition period that will end following the Shareholders’ Meeting of May 16, 2018 (see section 3.1.1.1.). This explains why Bruno Bich has no variable compensation in

his package; he kept the same remuneration structure (fixed compensation only) he had been granted when he was in the role of Chairman only. The bonus paid to the Executive Vice-Presidents, Gonzalve Bich, b) James DiPietro and Marie-Aimée Bich-Dufour, was calculated on the basis of six criteria proposed by the Compensation Committee.

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BIC GROUP - 2017 REGISTRATION DOCUMENT