2021 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

Organization and work 4.1.2.4 Board members may be invited to and notified of upcoming meetings by any means. Confirmation is always in writing. The Board of Directors meets at least six times a year, and at any time as required by the Group’s business activities. Executive Committee members or any other person having particular expertise regarding matters on the agenda, may, at the Chair’s request, attend some or all of the Board Meeting. The Statutory Auditors may also be invited other than to meetings that they are legally required to attend. At least once a year, an informal meeting is held by the Board of Directors without the Executive Officers in attendance. As these meetings are informal, no minutes are taken. In 2021, these meetings dealt, inter alia , with the functioning of the Board, participation to the Board, strategy construction and main acquisitions (performance and integration). In 2021, the Board of Directors met eleven times with an average length of 3 hours 57 minutes. The attendance rate at the meetings was 99.3%. Most of the meetings were held online due to the pandemic. Onsite meetings were held at the headquarters and in Athens where 100% of the Directors were physically attending.

Shareholder relations Dialogue between shareholders and the Board of Directors is entrusted to the Chair during Shareholders’ Meetings. During the year, this dialogue is handled either directly by Gonzalve Bich, Director and Chief Executive Officer, or by BIC teams (Stakeholder Engagement, Financial Communication, Legal, Finance…) in accordance with securities laws, in particular with equal access to information. Key comments, questions, points of interest and concerns from Shareholders and advisors are reported to the Board of Directors. Negative statements concerning members of the Board of Directors and the Executive Corporate Officers To the best of the Company’s knowledge over the past five years: no Director or member of the Executive Corporate Officer has ● been convicted of fraud; no Director or member of the Executive Corporate Officer has ● been party to a bankruptcy, receivership or liquidation or company being put into administration; no Director or Executive Corporate Officer member has been ● investigated and/or officially sanctioned by statutory or regulatory authorities; no Director or member of the Executive Corporate Officer has ● been disqualified by a court from serving as a member of an administrative, management or supervisory body of an issuer or from involvement in the management or running of an issuer.

ATTENDANCE OF MEMBERS OF THE BOARD OF DIRECTORS

Attendance at Nominations, Governance and CSR Committee Meetings

Attendance at Remuneration Committee Meetings

Attendance at Audit Committee Meetings

Attendance at Board Meetings

Gonzalve Bich

100%

n/a

n/a

n/a

John Glen

100%

n/a

n/a

n/a

Elizabeth Bastoni

100%

n/a

100%

100%

Vincent Bedhome

100%

n/a

100%

n/a

Inna Kostuk

100%

n/a

n/a

n/a

Jacob Schwartz

100%

100%

n/a

n/a

Timothée Bich

100%

n/a

n/a

n/a

Marie-Aimée Bich-Dufour

91%

n/a

n/a

100%

Maëlys Castella

100%

100%

100%

n/a

Marie-Pauline Chandon-Moët

100%

n/a

n/a

n/a

Candace Matthews

100%

100%

n/a

100%

SOCIÉTÉ M.B.D. (Édouard Bich)

100%

100%

n/a

n/a

n/a: non-applicable.

Apart from the regular duties undertaken by the Board ( e.g. closing the accounts, review of the quarterly results, approval of the annual budget, approval of the compensation of Executive Officers, etc.), in 2021 the Board also discussed the: appointment of interim Chair and Independent Lead Director; ● succession planning for Non-Executive Chair; ●

review of the Roles and Responsibilities for CEO, Board of ● Directors, Non-Executive Chairman and Lead Director; development of the Group’s Horizon strategic plan; ● monitoring of Group strategy and progress in e-commerce; ● the sale of its Clichy headquarters; ●

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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •