2021 Universal Registration Document

BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 18, 2022

Ordinary General Meeting

notes • 248,687,326.91 euros, that the

Third resolution Appropriation of earnings, setting the dividend The General Meeting: voting in accordance with quorum and majority rules for ● Ordinary General Meetings; after considering the reports of the Board of Directors and the ● Statutory Auditors:

earnings

for

FY

2021

total

notes that retained earnings total 453,582,439.48 euros, • notes that total earnings available for distribution total • 702,269,766.39 euros, decides to allocate the total earnings as follows: •

Dividend

95,492,299.45 euros

Retained earnings brought forward

606,748,436.44 euros

Works of art special reserve

29,030.50 euros

withholding tax (PFNL). This represents an advance assessed on income payable the following year at 12.8% plus social charges of 17.2%. Shareholders are invited to consult their usual tax adviser. In accordance with the provisions of Article L. 225-210 of the French Commercial Code, the Shareholders' meeting decides that the dividend on shares held by the Company on the payment date will be allocated to “retained earnings”. For reference (2) , the following dividends were paid out in the three previous fiscal years:

On that basis, the General Meeting decides to distribute a dividend of 2.15 euros per share. If the number of shares conferring dividend rights were to change (1) , the total dividend will be adjusted accordingly and the amount allocated to “Retained earnings” determined on the basis of dividends actually paid. The dividend payment date will be June 1, 2022. The aforementioned dividend is set before any tax and/or social security levy that may apply depending on the shareholder’s personal circumstances. When paid to individuals who are tax residents of France, the gross dividend is subject to a flat rate

Dividend distributed per share (a) (in euros)

Number of shares

FY

2018

45,358,494

3,45

2019

44,985,261

2,45

2020 1,80 Where the progressive income tax scale is chosen, dividends may qualify for the 40% deduction provided for in Article 158-3.2° of the French Tax Code, under certain conditions. (a) 44,954,858

RESOLUTION 4 Share buyback

Purpose You are asked to renew the 18-month authorization for the Board of Directors to purchase, hold or sell Company shares. The highlights of this resolution are as follows: these share buybacks may not be done during public tender offer periods involving Company shares; ● the maximum number of shares that may be purchased would represent 10% of the share capital; ● the maximum purchase price would be kept at 300 euros per share. This would result in a maximum theoretical purchase amount of ● circa 1,340,337,900 euros (net of trading costs); and BIC may buy back its own shares for different purposes. This includes the implementation of employee stock ownership plans and ● the use of shares for acquisitions. The objectives and description of the authorization can be found in the resolution below and in Chapter 7.4 of the 2021 Universal Registration Document.

From the 44,677,929 shares in the share capital and 262,906 of treasury shares at December 31, 2021. (1) Pursuant to Article 243 bis of the Fench Tax Code. (2)

304

• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •