BIC_Registration_Document_2017

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

Draft resolution 10 – Appointment of Gonzalve Bich as a new Director of the Board The Shareholders’ Meeting decides to appoint Gonzalve Bich as a Meeting called to approve the financial statements for the fiscal year new Director of the Board, replacing Bruno Bich, resigning, for the ending December 31, 2018. remaining period of his office, i.e. until the 2019 Shareholders’

DRAFT RESOLUTIONS 11 TO 14 – APPROVAL OF THE COMPENSATION ELEMENTS AND BENEFITS OF ANY TYPE PAID OR GRANTED FOR 2017 TO THE CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE OFFICER AND THE EXECUTIVE VICE-PRESIDENTS

Board of Directors’ Report: In accordance with the provisions of paragraph II of Article L. 225-100 of the French Commercial Code, the table below presents the compensation elements and benefits of any type paid or granted to Bruno Bich, Gonzalve Bich, James DiPietro and Marie-Aimée Bich-Dufour for the fiscal year 2017. These elements are described in more detail in the 2017 registration document ( see section 3.2. Corporate Officers’ Compensation ).

BRUNO BICH, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Compensation elements and benefits of any type paid or granted for 2017

Amounts or accounting valuation submitted for approval

Presentation

Fixed compensation

204,000 EUR

+2.0% versus 2016

Annual variable compensation

N/A

The principle of this compensation has not been provided for

Deferred variable compensation

N/A

The principle of this compensation has not been provided for

Multi-year variable compensation

N/A

Absence

Exceptional compensation

N/A

Absence

Stock-options, performance shares and any other element of long-term compensation

N/A

No allocation

Directors’ fees

N/A

Absence

Valuation of any benefits-in-kind

N/A

Absence

Sign-on bonus

N/A

Absence

Termination payment

N/A

No clause providing a termination payment

Non-competition benefits

N/A

No non-competition clause

Supplementary pension plan

N/A

No supplementary pension plan has been put in place for Bruno Bich with regard to his mandate of Chairman of the Board and Chief Executive Officer or any other current mandate within the Group.

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BIC GROUP - 2017 REGISTRATION DOCUMENT