BIC_Registration_Document_2017

CORPORATE GOVERNANCE Corporate Officers’ compensation

Annualvariable compensation as apercentage of thefixedcompensation, if objectives are 100% achieved

Maximumannual variable compensation, as a percentageof the fixed compensation

Position

Non-executive Chairman

0.0%

0.0%

Chief ExecutiveOfficer

85.0%- 125.0%

127.5% - 187.5%

GroupExecutiveVice-President and Chief Operating Officer GroupExecutiveVice-President and Chief Financial Officer Other ExecutiveVice-President

85.0%

127.5%

75.0%

112.5%

45.0% -55.0%

67.5% -82.5%

The annualbonusis calculatedbasedon six criteria: 20%:Group/Categoriesand/orgeographicalareaNet Sales; ● 20%:Group/Categories IncomefromOperations; ● 10%:GroupNet Income; ● 10%:Group/Categories Inventory; ● 10%:Group/geographical areaAccountsReceivable; ● 30%:IndividualObjectivesand overallperformance. ● The annual financial objectives are based on the annual budget approved by the Audit Committee. As a minimum, they are equivalentto the targetscommunicatedexternally.

At the end of the fiscal year, the individualand collectiveresultsare evaluatedagainstthe bonuscriteria. No remunerationis paid if the percentage of achievementof the objectiveis inferiorto 80%. 3.2.1.2.3. Performance Share Plan Freegrantof performancesharessince 2005 From 2005, exercising the power placed at its disposal by the Shareholders’ Meeting, the Board of Directors decided, upon the recommendationof the CompensationCommittee,to put in place a policyof three-yearperformance-based free sharegrants. The number of granted shares varies based on the level of responsibilitiesof each position. At most, each executive may be allocateda numberof sharesas shownin the tablebelow:

Position

Maximum

Chairman

-

Chief ExecutiveOfficer

27,000 18,000 12,000 10,000

GroupExecutiveVice-President and Chief Operating Officer GroupExecutiveVice-President and Chief Financial Officer

Other ExecutiveVice-President

No grant of stockoptions since2011 As part of a policy recommendedby the CompensationCommittee, since 2011, the Board of Directorshas decided to no longer award stockoptionsand to replacethemwithfree sharegrants. 3.2.1.2.4. Supplementary pension plans The Chairman, the Chief Executive Officer and the Executive Vice-Presidentsof SOCIÉTÉBIC benefitfromsupplementarypension plansas presentedin detailin section 3.2.2.8.below. 3.2.1.2.5. Benefits in kind In the course of their regular duties, the Chairman,Chief Executive Officer and ExecutiveVice-Presidentsmay benefit from a company car (for Executive Corporate Officers based in France) or a car allowance (for Executive Corporate Officers based in the United States). 3.2.1.2.6. Termination Payment and Sign-on Bonus No CorporateOfficerhas receiveda TerminationPaymentor Sign-on Bonus. However,the Boardreservesthe right to makeprovisionfor Sign-on payments, in considerationof the personal situation of the person concernedwhen externallyrecruited(change in status, termination of an employmentcontract)

The total numberof sharesgrantedto the CorporateOfficerswill not exceed0.4%of the sharecapitalas of the date of the decisionmade by the Boardof Directorsto grantthe shares. Performance is assessed according to the achievement of two objectives: net salesgrowthat constantbasis; ● net cash flow from operations and change in inventory, as a ● percentageof net sales. If the average percentage for the achievement of the two performanceconditions is between 75% and 100%, and for each percent below 100%, the number of shares actually given to each beneficiaryon the vesting date will be reducedby 2% comparedto the initialgrant. If the averagepercentagefor the achievementof the two objectives is less than75%,no shareswill be given. BIC Corporate Officers are required to keep 20% of free shares given, until their mandateexpires.The 20% requirementis reduced to 10% when the Chief Executive Officer owns five years of base compensationin BIC sharesand whenthe ExecutiveVice-Presidents ownthreeyearsof basecompensation in BIC shares.

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BIC GROUP - 2017 REGISTRATION DOCUMENT