BIC_Registration_Document_2017

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

Draft resolution 8 – Renewal of SOCIÉTÉ M.B.D. as Director of the Board The Shareholders’ Meeting decides to renew, for a period of three fiscal years, the mandate of SOCIÉTÉ M.B.D. as Director of the Board. The term of the mandate of SOCIÉTÉ M.B.D. 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.

Draft resolution 9 – Renewal of Pierre VAREILLE as Director of the Board The Shareholders’ Meeting decides to renew, for a period of three fiscal years, the mandate of Pierre Vareille as Director of the Board. The term of the mandate of Pierre Vareille 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.

DRAFT RESOLUTION 10 – APPOINTMENT OF GONZALVE BICH AS A NEW DIRECTOR OF THE BOARD

Board of Directors’ Report: The Shareholders are invited to appoint as new Director, Gonzalve Bich, replacing Bruno Bich, resigning, for the remaining period of his office, i.e. until the 2019 Shareholders’ Meeting called to approve the financial statements of the fiscal year 2018.

GONZALVE BICH

Executive Vice-President

Date of 1 st appointment Board of Directors of May 18, 2016 – effect: June 2, 2016 Expiration date October 2, 2018 Professional address SOCIÉTÉ BIC 14 rue Jeanne d’Asnières 92110 Clichy – France Main position Executive Vice-President of SOCIÉTÉ BIC - Chief Operating Officer of BIC Group •

39 years old Nationality: French/American

Other current mandates or functions Director – BIC (Nantong) Plastic Products Co. Ltd. (a)  – China •

Director – BIC Cello (India) Private Ltd.  (a)  – India • Director – BIC-Cello Exports Private Ltd.  (a)  – India • Director – BIC UK Ltd  (a)  – United Kingdom • President of categories – BIC International Co.  (a)  – U.S.A. • Expired mandates or functions in the previous five years (non-BIC Group companies) None Biography Gonzalve Bich is Chief Operating Officer (COO), responsible for the BIC Group Consumer Products business, Human Resources and Information Technology since January 2017. He currently serves as Executive Vice-President of SOCIÉTÉ BIC and has done so since June 2016. Gonzalve Bich joined BIC Asia in 2003, where he developed the regional business for four years. He moved on to serve as Group People Development Director before joining the Shaver category as Group Shaver Marketing Director. From 2008 to 2012, he led the Northern European business. In 2012, he was named Deputy General Manager, responsible for Middle East, Africa, Oceania and Asia Pacific. He was promoted to General Manager, Developing Markets (including Latin America) in July 2013 and took the responsibility for BIC Consumer business Categories operations in spring 2016, while leading the completion of the acquisition of Cello Pens (India’s #1 stationery brand). Gonzalve Bich hold a Bachelor of Arts in History from Harvard University.

Number of BIC shares held: Holds BIC shares directly and indirectly through the family holding, SOCIÉTÉ M.B.D. On December 31, 2017, SOCIÉTÉ M.B.D. held 12,705,000 shares, i.e. 27.25% of SOCIÉTÉ BIC share capital and 37.23% of the voting rights

(a) BIC Group.

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BIC GROUP - 2017 REGISTRATION DOCUMENT