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 SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS

Combined Shareholders’ Meeting held on May 16th, 2018 - Resolution n°23 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.225-177 and R. 225-144 of the French Commercial Code ( Code de commerce ), we have prepared this report on the proposal to grant share subscription and/or purchase options, to employees, certain employees, certain categories of employees and/or corporate officers of the Company and affiliated companies, in accordance with Article L. 225-180 of the French Commercial Code, a transaction on which you are being asked to vote. The total number of options that may be granted for no consideration pursuant to this authorization may not (i) give the right to subscribe to or purchase a number of shares which exceed more than 2% of the share capital as of the date of the Board of Director’s decision to grant these options, of which a maximum of 0.8% for corporate officers and (ii) for the options not yet exercised, may not give the right to subscribe to a number of shares which exceed the overall cumulative ceiling (including the existing shares or shares to be issued pursuant to the 22th resolution) of 6% of the share capital as of the date of the Board of Director’s decision to grant these options. 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 share subscription and/or purchase options. The Board of Directors is responsible for preparing a report on the reasons for granting share subscription and/or purchase options as well as the terms and conditions proposed for setting the price of these share subscription and/or purchase options. Our role is to inform you of our opinion on the terms and conditions proposed for setting the price of these share subscription and/or purchase options. 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 if the terms and conditions for setting the price of these share subscription and/or purchase options were specified in the Board of Directors’ report and assessing their compliance with the laws and regulations. We have no comments on the information given in the Board of Directors’ report in connection with the terms and conditions proposed for setting the price of these share subscription and/or purchase options.

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

Grant Thornton Membre français de Grant Thornton International Vianney MARTIN

Deloitte & Associés François BUZY

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BIC GROUP - 2017 REGISTRATION DOCUMENT