2021 Universal Registration Document


Corporate Officer remuneration

Internal Consistency and Proportionality The same overall remuneration principles apply for all team members. Remuneration is differentiated to reflect: the level of responsibility; ● individual and collective performance; ● teammember potential; and ● differing competitive market practices. ● At the most senior levels, the proportion of remuneration at risk under the variable remuneration and long-term incentive plans represent significant components of the executive’s overall package. The interest of the executive is thereby aligned to the interests of the Shareholders. To reinforce the importance of our Sustainability objectives, underlined in the 4R philosophy and the Writing the Future, Together commitment, all Executive Committee members have an element of their annual variable compensation calculated on CSR criteria. These CSR criteria are included in their individual objectives, and range from improving the Diversity and Inclusion of the teams to the improvement of the environmental footprint of the product ranges under their responsibility.

Understanding the Rules Remuneration policies are clearly communicated to management and executives, both in terms of their structure and the alignment with BIC’s strategy and business objectives. Each executive receives a detailed statement on a yearly basis confirming the performance levels taken into account in their variable remuneration calculation, and individual grant letters outline the performance criteria for the long-term incentive plans. Payment of variable remuneration Under the provisions of the French Commercial Code (1) , payment of variable remuneration to Corporate officers requires a positive ex post vote at the Shareholders’ Meeting. The assessment criteria for the 2021 financial year are outlined in paragraph Variable Remuneration of Executive Corporate Officers.

Specific principles governing remuneration policies

Dialogue with shareholders The Company has continued the dialogue initiated in previous years with its main minority Shareholders, and/or their Proxies. The intention is to understand their perspectives and discuss solutions to concerns regarding remuneration policy. Discussions highlighted a perceived lack of transparency regarding: the stringency of the targets; and ● the measurement of achievement of the variable remuneration and long-term incentive performance criteria for Executive ● Corporate Officers. The Company has taken these remarks into consideration and has adapted the information provided in this document on the targets and results achieved.

The fixed remuneration for Executive Corporate Officers of SOCIÉTÉ BIC reflects their responsibilities and the compensation practices of the relevant peer group. Since his nomination as Chief Executive Officer in 2018, the Board of Directors has taken into consideration that Gonzalve Bich has navigated the company through the ongoing impact of Covid-19 pandemic and launched the Horizon strategy, the results of which are beginning to flow through into the results of the Company. The Board of Directors has proposed to review the compensation package of Gonzalve Bich and as part of this revision will increase the fixed remuneration to USD 850,000 per annum with effect January 1, 2022. This represents an increase of just over 10% and the base salary will be fixed at this level for the next three years. The Board reserves the right to review this amount as the case may be, subject to exceptional events. The Board of Directors will undertake a further review of the compensation package prior to the renewal of the mandate in 2025 to continue its policy of aligning compensation to market.

In line with the general principles of remuneration outlined in this document, and upon the recommendation of the Remuneration Committee, the Board of Directors applies a specific remuneration structure for the Executive Corporate Officer of SOCIÉTÉ BIC. It includes the following components: fixed remuneration; ●

variable remuneration; ● long-term incentives; ● supplementary pension plans; ● benefits in kind. ●

No employment contract was entered into between SOCIÉTÉ BIC and the Executive Corporate Officer. Given the personal situation of the Executive Corporate Officer, his remuneration is paid by BIC International in the United States. Fixed remuneration At the beginning of each year, the Board, on the recommendation of the Remuneration Committee, sets the fixed remuneration for the fiscal year.

Article L. 22-10-34 I. (1)



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