BIC_Registration_Document_2017

BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 16, 2018 Statutory Auditors’ report

STATUTORY AUDITORS’ REPORT ON THE GRANTING OF EXISTING SHARES, OR SHARES TO BE ISSUED

Combined Shareholders’ Meeting held on May 16th, 2018 - Resolution n°22 This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of SOCIETE BIC, and in accordance with the procedures provided for in Article L.225-197-1 of the French Commercial Code ( Code de commerce ), we have prepared this report on the proposal to grant existing shares or shares to be issued for no consideration, to employees and/or corporate officers of the Company and affiliated companies, or to certain categories of employees and corporate officers, a transaction on which you are being asked to vote. The total number of shares that may be granted for no consideration pursuant to this authorization may not exceed (i) more than 4% of the share capital as of the date of the Board of Director’s decision to grant these shares, of which a maximum of 0.4% for corporate officers and (ii) the overall cumulative ceiling (including the share purchase/ subscription options granted pursuant to the 23rd resolution) of 6% of the share capital as of the date of the Board of Director’s decision to grant these shares. Based on its report, your Board of Directors proposes that you confer on it the authority for a period of 38 months, as from the date of this Shareholders’ Meeting, to grant existing or shares to be issued for no consideration. The Board of Directors is responsible for preparing a report on the transaction that it wishes to carry out. Our role is to inform you of our comments, if any, on the information thus given to you on the proposed transaction. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) relating to this engagement. Our work consisted in verifying more specifically that the proposed procedures and data presented in the Board of Directors’ report comply with the legal provisions. We have no comments on the information given in the Board of Directors’ report in connection with the proposed granting of shares for no consideration.

Neuilly-sur-Seine, Tuesday, March 13, 2018 The Statutory Auditors

Grant Thornton Membre français de Grant Thornton International Vianney MARTIN

Deloitte & Associés François BUZY

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BIC GROUP - 2017 REGISTRATION DOCUMENT