BIC_Registration_Document_2017

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

GONZALVE BICH, EXECUTIVE VICE-PRESIDENT

Compensation elements and benefits of any type paid or granted for 2017

Amounts or accounting valuation submitted for approval (a)

Presentation

Fixed compensation

500,000 USD (442,478 EUR)

+33.3% versus 2016

Annual variable compensation whose payment requires a positive ex post vote of the Shareholders’ Meeting, under the new provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code

397,400 USD (351,681 EUR). The annual bonus equals 79.48% of fixed compensation, and represents 93.5% of the target bonus.

The bonus is calculated on the basis of four criteria: net sales (20%); • income from operations (20%); •

net income (10%); • inventories (10%); • accounts receivable (10%); • individual qualitative objectives (30%); •

Target bonus is 85% of fixed compensation. The maximum bonus is 127.50% of fixed compensation, equivalent to 150% of target bonus. The qualitative part of the bonus cannot exceed 38.25% of the fixed compensation.

Deferred variable compensation

N/A

Absence

Multi-year variable compensation

N/A

Absence

Exceptional compensation

N/A

Absence

Stock-options, performance shares and any other element of long-term compensation

8,000 performance shares granted in 2017 and subject to performance conditions. Accounting valuation: 872,400 EUR. With regard to performance share plans, Gonzalve Bich received gross remuneration of 18,632 USD (16,488 EUR) equivalent to the unpaid dividends on the vested shares held by SOCIÉTÉ BIC until the end of the compulsory holding period.

Share acquisition depends on two performance conditions: net sales growth; • cash flow from operations and change in inventory, as a • percentage of net sales. These criteria are demanding by nature (growth versus value). The grant represents 0.02% of the share capital. Shareholders’ Meeting authorization date: May 18, 2016. Board of Directors' Meeting grant date: May 18, 2016.

Directors’ fees

N/A

Absence

Valuation of any benefits-in-kind

81,655 USD (72,261 EUR)

Car allowance: 14,400 USD (12,743 EUR) • Company contributions to Company U.S. savings plan • 401K: 8,100 USD (7,168 EUR) • Executive Compensation Plan; 20,000 USD (17,699 EUR) • Other: 39,155 USD (34,651 EUR) •

Sign-on bonus

N/A

Absence

Termination payment

N/A

No clause providing a termination payment

Non-competition benefits

N/A

No non-competition clause

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BIC GROUP - 2017 REGISTRATION DOCUMENT