2021 Universal Registration Document


Administrative and management bodies

ensure that the Directors can exercise their missions in the ● best conditions. While performing his/her duties, the Lead Director should not overlap or interfere with the roles and responsibilities of the Company’s other governance bodies. The Lead Director reports annually to the Board of Directors. of Management The Chief Executive Officer has the broadest powers to act in all circumstances on behalf of the Company, and to represent it in its dealings with third parties. S/he exercises his/her powers within the limitations of the corporate purpose. This is also subject to any powers expressly attributed by law to the Shareholders’ General Meeting and Board of Directors. The Internal Rules and Procedures specify the types of transactions that must be subject to prior authorization by the Board of Directors at all times: transactions outside SOCIÉTÉ BIC’s stated strategy; ● decisions to set up French or foreign operations involving the ● creation of an establishment, direct or indirect subsidiary, the acquisition of a holding, as well as any decisions to discontinue such operations, where the amount in question exceeds 50 million euros; internal reorganization where the cost of such an operation ● exceeds 50 million euros. The Internal Rules and Procedures specify that these rules are related not only to external acquisitions or disposals, but also to major internal investments or restructuring. Notification of the Board To successfully carry out its duties, the Board of Directors must have complete, accurate and timely information. This is particularly the case regarding the performance of each business, and the Company’s financial and cash position. In this respect, the Internal Rules and Procedures provide that the Board of Directors must be informed of the Company’s financial position, cash flow position and off-balance sheet commitments at December 31 and June 30 each year. The Rules also provide that each Director has the duty to keep up to date and to guarantee that s/he receives sufficient and relevant information in due time. Rights and duties of Directors – Insider trading – Conflicts of interests – Shareholders Relations Limitation of the powers

purchase them. Moreover, the Chief Executive Officer, Executive Vice-President and the Directors are subject to obligations to hold and keep shares (see Section – Award of performance-based shares ). Any Director, as well as the permanent representatives of Corporate Directors, must register the Company shares they hold upon appointment plus any shares that may be purchased subsequently. In addition, the Internal Rules and Procedures outline the rules concerning the restrictions and/or prohibitions on actions by Directors with regard to Company shares (1) . This is in particular due to Directors holding information on the Company that, if made public, may have a significant impact on the share price, or during critical periods of which the Company apprises Directors. Finally, Directors must inform the Company and the AMF of any trading by them in BIC’s shares . The declaration also concerns trading by persons closely related to the Directors as identified by applicable laws and regulations. Conflict of interests According to the Internal Rules and Procedures, a Director must inform the Board, in full and in advance, of any actual or potential conflict of interest. In such case, the Director cannot take part in either the related discussions or decision. Directors make an annual declaration regarding the absence of conflicts of interest. In 2021, the prevention of any conflict of interest has been strengthened by the implementation of the practice of a Declaration of Interests among the Directors for any item discussed by the Board. At the date of preparation of this document and to the Company’s knowledge: no potential conflicts of interest are identified between the ● private interests and/or other duties of members of the Board of Directors or the Executive Committee with regard to the Company; there are no arrangements or agreements with any of the main ● Shareholders, customers, suppliers or any other third party under which any member of the Board of Directors or the Executive Committee has been appointed as such; subject to the below, no restrictions have been accepted by ● members of the Board of Directors and the Management Team regarding the sale, within a certain period of time, of the Company shares they hold. However, SOCIÉTÉ M.B.D., holding company of the Bich family and owner of over 20% of the Company’s share capital and voting rights has entered into various collective agreements whereby it would retain at least 12 million shares. These agreements were entered into subsequent to December 17, 2003 for the oldest one. They bring together several members of the family concert to allow them, if needed, to benefit from Article 787 B of the Code Général des Impôts . The following officer is a party to some or all of these agreements: Gonzalve Bich. All signatories have close relationships with Gonzalve Bich, none of whom, except SOCIÉTÉ M.B.D., holds over 5% of the Company’s share capital or voting rights.

Stock ownership and insider trading

The Internal Rules and Procedures stipulate that all Directors must be Shareholders and own at least 500 shares. If they do not hold these shares when they take office, they shall use the compensation received under Article L. 225-45 of the French Commercial Code to

See section - Transactions in Company shares by Corporate Officers and Related Persons in 2021. (1)



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