2021 Universal Registration Document

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

Extraordinary General Meeting

RESOLUTION 19 Delegation of authority to be given to the Board of Directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the share capital, with preservation of Shareholders’ preferential rights of subscription

Purpose You are asked to delegate to the Board of Directors the authority to proceed, in France or abroad, with one or several issuance(s) of new ordinary shares of the Company and/or of securities giving access by any means to the Company’s share capital, with preservation of Shareholders’ preferential rights of subscription. This system is intended to give your Board of Directors the opportunity to react quickly to the financial needs of the Company, allowing it also to select, in due time, the most appropriate type of securities to be issued. The authorization would cover the issuance of ordinary shares and/or any securities giving access to the share capital (hereinafter the “Complex Capital Securities” “ Valeurs Mobilières Composées ”), notably for example, shares with warrants, bonds with share subscription warrants, bonds convertible into shares or equity warrants. The total nominal amount of issuances likely to be performed immediately or in the future would not exceed 17 million euros. To these amounts shall be added, if necessary, the additional nominal amount of securities to be issued in order to preserve, in accordance with the law, the rights of bearers of already issued investment securities giving right to shares. We remind you that the decision to issue securities giving right to the share capital would also entail waiver by the Shareholders of their preferential rights of subscription to the share capital to which the securities issued would give right. You are asked to decide that if the subscriptions on an irreducible basis and, if applicable, on a reducible basis, do not absorb all the ordinary shares and/or securities issued, the Board may offer to the public all or part of the unsubscribed shares. This delegation of authority would be given for a period of 26 months starting from the date of this Shareholders’ Meeting and would replace the delegation given to the Board of Directors at 18th resolution of the General Meeting of May 20, 2020. This delegation may not be used during public offers on the Company’s shares. If necessary, the Board of Directors will keep you informed about the use of this delegation of authority under the conditions provided by law. Nineteenth resolution Delegation of authority to be given to the Board of Directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the capital, with preservation of Shareholders’ preferential rights of subscription The General Meeting: voting in accordance with quorum and majority rules for ● Extraordinary General Meetings; after considering the Report of the Board of Directors and the ● Special Report of the Auditors; deliberating in compliance with Articles L. 225-129 et seq., ● L. 228-91 and L. 228-92 of the French Commercial Code; amount of shares to be issued in order to preserve, in accordance with the law, the rights of the bearers of already issued investment securities giving right to shares, Consequently, the General Meeting delegates authority to the Board of Directors to, notably, and without this list beig exhaustive: assess the timeliness of deciding whether or not to carry out a.

one or several increase(s) of the share capital by issuing new ordinary shares of the Company and/or one or several issuance(s) of Complex Capital Securities; decide the nature and characteristics of the Complex b. Capital Securities; set the amount of the increase(s) of the share capital by c. issuing new ordinary shares and/or issuance of Complex Capital Securities; determine the conditions and methods of performance of d. the share capital increase(s) and/or of the issuance of Complex Capital Securities, notably set the issuance price of the new ordinary shares and/or of the Complex Capital Securities (and the shares to which the latter shall give right), with or without premium, in accordance with the rules and regulations in force;

delegates authority to the Board of Directors to decide, ● immediately or in the future, with preservation of Shareholders’ preferential rights of subscription, in France and/or abroad, either in euros, in foreign currency or in any unit of account established by reference to a set of currencies: one or several increases of the share capital, by cash ● contribution and issuing new ordinary shares of the Company, and/or one or several issues of securities (hereinafter the “Complex ● Capital Securities” “ Valeurs Mobilières Composées ”) giving access by any means to the Company’s share capital. The General Meeting decides that the total nominal amount of issuances likely to be performed immediately or in the future shall not exceed 17 million euros, it being specified that to these amounts, shall be added, if necessary, the additional nominal

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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •

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