BIC_REGISTRATION_DOCUMENT_2017

BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 16, 2018 Ordinary Shareholders’ Meeting

7.1. Ordinary Shareholders’ Meeting

DRAFT RESOLUTIONS 1 TO 3 – APPROVAL OF THE FINANCIAL STATEMENTS – APPROPRIATION OF EARNINGS – SETTING OF DIVIDENDS

Board of Directors’ report: By voting on the first and second resolutions, we ask you to approve the statutory and consolidated financial statements of the fiscal year ending December 31, 2017. The third resolution aims at allocating the 2017 net income and set the dividend. We propose the distribution of a total dividend of 158,177,021.40 euros corresponding to a dividend per share of 3.45 euros. The dividend will be paid as from May 30, 2018. If the number of shares carrying rights to the dividend is not 45,848,412, the total amount of the aforementioned dividend will be adjusted consequently and the amount allocated to retained earnings will be determined on the basis of the amount of the dividends actually paid. The gross amount of the dividend is subject to social charges amounting to 17.2%, plus a lump-sum levy at a single rate of 12.8% for the income tax of natural persons resident of France (art. 117 quater and 200-A of the French Tax Code). In the event of a taxpayer's overall option for the progressive income tax scale, this dividend will be eligible for the 40% tax allowance (art. 158-3 and 243 bis of the French Tax Code). We remind you the amount of the dividends paid during the last three years (income eligible for the tax allowance provided for in Article 158-3 of the French Tax Code): 2.85 euros in respect of fiscal year 2014; ● 5.90 euros in respect of fiscal year 2015 (3.40 euros + 2.50 euros of exceptional dividend); ● 3.45 euros in respect of fiscal year 2016. ●

Draft resolution 1 – Approval of the Statutory Financial Statements of Fiscal Year 2017 The Shareholders, after having considered the reports of the Board of Directors and the Statutory Auditors and having heard the additional explanations given during the meeting, approve the statutory financial statements of the fiscal year ending December 31, 2017. They also approve all transactions presented in these statutory financial statements or summarized in these reports.

Draft resolution 2 – Approval of the Consolidated Financial Statements of Fiscal Year 2017 The Shareholders, after having considered the reports of the Board of Directors and the Statutory Auditors and having heard the additional explanations given during the meeting, approve the consolidated financial statements of the fiscal year ending December 31, 2017. They also approve all transactions presented in these consolidated financial statements or summarized in these reports.

Draft resolution 3 – Appropriation of Earnings and Setting of Dividends The Shareholders approve the total net income after deduction of income tax for the fiscal year ending December 31, 2017 of 748,125,345.37 euros and decide to allocate this amount in the following manner (in euros) :

748,125,345.37

Net income for 2017

To add: Retained earnings from previous year •

114,781,289.36 862,906,634.73

TOTAL DISTRIBUTABLE INCOME

Appropriation of earnings: Works of art special reserve •

53,637.28

Dividends (excluding treasury shares) •

158,177,021.40 704,675,976.05 862,906,634.73

Retained earnings •

TOTAL EQUAL TO DISTRIBUTABLE INCOME

The amount of the dividends for the fiscal year ending May 30, 2018. If the number of shares carrying rights to the December 31, 2017 will be 158,177,021.40 euros corresponding to a dividend is not 45,848,412, the total amount of the aforementioned dividend per share of 3.45 euros. It will be paid as from dividend will be adjusted consequently and the amount allocated to

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BIC GROUP - 2017 REGISTRATION DOCUMENT