BIC_Registration_Document_2017

BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 16, 2018 Ordinary Shareholders’ Meeting

PIERRE VAREILLE

Vice-President and Lead Director

Basis of the appointment Article L. 225-18 of the French Commercial Code Independent Director Yes Date of 1 st appointment Annual Shareholders’ Meeting of May 14, 2009 Expiration date Annual Shareholders’ Meeting in 2018, for fiscal year 2017

60 years old Nationality: French Number of BIC shares held: 3,000

Member of a committee Audit Committee • Professional address

Bernos Advisors Schwerzelrain 2 6315 Oberaegeri – Switzerland Main position Co-President, Founder of “The Vareille Foundation” - Switzerland • Other current mandates or functions

Director – Verallia – France • Director – Vectra – U.S.A. • Director – Etex SA – Belgium (listed company). • Director – Ferroglobe plc – United Kingdom (listed company) • Expired mandates or functions in the previous five years (non-BIC Group companies) Chief Executive Officer – Constellium NV – Netherlands • Chairman of the Board of Directors – Constellium Switzerland AG – Switzerland •

President – Constellium France Holdco – France • Chairman – Association des Centraliens – France • Biography Pierre Vareille has been an Independent Director for SOCIÉTÉ BIC since 2009 and Vice-President and Lead Director since 2016. He started his career in 1982 with Vallourec, holding various positions in manufacturing, financial control, sales and strategy. After having held general management positions at GFI Aerospace, Faurecia and Péchiney, he was from 2004 to 2008 Chief Executive of the English automotive equipment manufacturer Wagon PLC. From 2008 to 2011 he served as Chairman and CEO of FCI, and from 2012 to 2016 as Chief Executive Officer of Constellium. Pierre Vareille graduated from the École Centrale de Paris , and is an alumnus of the Institut d’Études Politiques de Paris as well as the Sorbonne University (Economy and Finance) and the Institut de Contrôle de Gestion .

Draft resolution 6 – Renewal of John GLEN as Director of the Board

Draft resolution 7 – Renewal of Marie-Henriette POINSOT as Director of the Board The Shareholders’ Meeting decides to renew, for a period of three fiscal years, the mandate of Marie-Henriette Poinsot as Director of the Board. The term of the mandate of Marie-Henriette Poinsot will thus expire at the end of the Shareholders’ Meeting called to vote in 2021 upon the approval of the financial statements for the fiscal year ending December 31, 2020.

The Shareholders’ Meeting decides to renew, for a period of three fiscal years, the mandate of John Glen as Director of the Board. The term of the mandate of John Glen will thus expire at the end of the Shareholders’ Meeting called to vote in 2021 upon the approval of the financial statements for the fiscal year ending December 31, 2020.

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BIC GROUP - 2017 REGISTRATION DOCUMENT