BIC_Registration_Document_2017

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

DRAFT RESOLUTION 18 – DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A SHARE CAPITAL INCREASE DECIDED BY THE BOARD OF DIRECTORS UNDER RESOLUTION 17

Board of Directors’ report: We propose that you authorize the Board of Directors, in the event that the Board proceeds with a capital increase in accordance with the delegation given under resolution 17 above, to increase, where appropriate, the number of securities to be issued, within the limit of 15% of the initial issuance. This delegation may be used during public offers on the Company’s shares in accordance with the legislation in force.

Draft resolution 18 – Delegation of authority to be given to the Board of Directors to increase the number of securities to be issued in the event of a share capital increase decided by the Board of Directors under resolution 17 The Extraordinary Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Extraordinary Shareholders’ Meetings, after having considered the Board of Directors’ Report and the Statutory Auditor’s report, in accordance with Article L. 225-135-1 of the French Commercial Code:

delegates authority to the Board of Directors – including the ● power to sub-delegate to the Chief Executive Officer or, in agreement with the latter, to one or several Executive Vice-President(s) – to decide, for each issue of shares decided in accordance with resolution 17 above, to increase the number of securities to be issued under the limits and conditions provided by Article R. 225-118 of the French Commercial Code ( i.e. within thirty days of the close of the subscription period), within the limit of 15% of the initial issue and at the same price as the price of the initial issue. This delegation of authority is subject to compliance with the global ceilings set in resolution 17 above; decides that this delegation will be valid for a period of ● 26 months. This delegation may be used during public offers on the Company’s shares in accordance with the legislation in force.

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BIC GROUP - 2017 REGISTRATION DOCUMENT