BIC_Registration_Document_2017

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

MARIE-AIMÉE BICH-DUFOUR, EXECUTIVE VICE-PRESIDENT

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

Amounts or accounting valuation submitted for approval

Presentation

Fixed compensation

300,900 EUR

+2,0% versus 2016

Annual variable compensation whose payment requires a positive ex post vote of the Shareholders’ Meeting, under the new provisions of Article L. 225-100 (II paragraph 2) of the French Commercial Code

The annual bonus equals 40.06% of fixed compensation, and represents 89% of the target bonus and amounts to 120,541 EUR.

The bonus is calculated on the basis of six criteria: net sales [20%]; • income from operations (20%); •

net income (10%); • inventories [10%]; • accounts receivable (10%); • individual qualitative objectives [30%]. •

Target bonus is 45% of fixed compensation. The maximum bonus is 67.5% of fixed compensation, equivalent to 150% of the target bonus. The qualitative part of the bonus cannot exceed 20.25% of the fixed compensation.

Deferred variable compensation

N/A

The principle of this compensation has not been provided for.

Multi-year variable compensation

N/A

The principle of this compensation has not been provided for.

Exceptional compensation

N/A

Absence

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

3,250 performance shares granted in 2017. Accounting valuation: 354,413 EUR.

Share acquisition depends on two performance conditions: net sales growth; • cash flow from operations and change in inventory, as a • percentage of net sales. These criteria are demanding by nature (growth versus value). The grant represents 0.01% of the share capital. Annual Shareholders’ Meeting authorization date: May 18, 2016. Board of Directors’ Meeting grant date: May 18, 2016.

Directors’ fees

N/A

Absence

Valuation of any benefits-in-kind

1,488 EUR

Company car

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

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BIC GROUP - 2017 REGISTRATION DOCUMENT