BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Corporate Officers’ compensation

Free share allocations with or without performance conditions

In 2017, 155,790 performance shares were granted to 519 beneficiaries. In parallel, to replace the stock option programs rewarding staff selected by Management and key contributors of the year, the Board of Directors decided, on the recommendation of the Compensation Committee, to award free share grants without performance conditions. The vesting period is three years and one month, for the 2017 plan, and four years for the 2016 plan. In 2016, 20,750 shares were granted without performance conditions to 258 beneficiaries. In 2017, 17,100 shares were granted without performance conditions to 271 beneficiaries. The total number of shares is reported in Note 23 to the consolidated financial statements.

Since 2005, exercising the power granted to it by the Shareholders’ Meeting, the Board of Directors has resolved, upon the recommendation of the Compensation Committee, to put in place a policy of three-year performance-based free share grants. From 2012, some 500 executives who historically received stock options based on their position in the Company (eligible executives) now receive three-year performance-based share grants. Regarding the plans in force since 2013, performance is assessed over a three-year period based on the achievement of two objectives: net sales growth; ● net cash flow from operations and change in inventory, as a ● percentage of net sales. In 2016, 159,680 performance shares were granted to 546 beneficiaries.

FREE SHARES GRANTED AND TRANSFERRED IN 2017 TO THE TOP TEN EMPLOYEES OF THE GROUP WHO ARE NOT CORPORATE OFFICERS

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Free shares granted and transferred to the top 10 employees who are not corporate officers Shares granted during the fiscal year by the issuer • or by any company included in the perimeter of allocation of shares. to the 10 employees of the Shares transferred during the fiscal year by the • issuer or by any company included in the perimeter of allocation of shares. to the 10 employees of the issuer and of any company included in this perimeter. who are so transferred the highest number of shares (a) issuer and of any company included in this perimeter. who are so allocated the highest number of shares (a)

Number of shares

Acquisition date

Availability date

Plan no.

March 31, 2020

March 31, 2020

35,350

3,870,825

13 M

March 11, 2017 March 11, 2017 March 15, 2017

March 11, 2017 March 11, 2017 March 15, 2017

644

26,217

3 S

12,940

761,260

7 M

10,080

784,426

10 M

These shares are all allocated under performance conditions. (a) = Main. M = Secondary. S

145

BIC GROUP - 2017 REGISTRATION DOCUMENT