BIC_Registration_Document_2017

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

Draft resolution 11 – Approval of the compensation elements and benefits of any type paid or granted for 2017 to Bruno BICH, Chairman of the Board of Directors and Chief Executive Officer The Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, approves the compensation elements and benefits of any type paid or granted in respect of fiscal year 2017 to Bruno BICH, Chairman of the Board of Directors and Chief Executive Officer, as described in the Board of Directors’ Report and in the 2017 registration document ( see section 3.2. Corporate Officers’ Compensation ). Draft resolution 12 – Approval the compensation elements and benefits of any type paid or granted for 2017 to Gonzalve BICH, Executive Vice-President The Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings approves the compensation elements and benefits of any type paid or granted in respect of fiscal year 2017 to Gonzalve BICH, Executive Vice-President, as described in the Board of Directors’ Report and in the 2017 registration document ( see section 3.2. Corporate Officers’ Compensation ).

Draft resolution 13 – Approval of the compensation elements and benefits of any type paid or granted for 2017 to James DIPIETRO, Executive Vice-President The Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, approves the compensation elements and benefits of any type paid or granted in respect of fiscal year 2017 to James DIPIETRO, Executive Vice-President, as described in the Board of Directors’ Report and in the 2017 registration document ( see section 3.2. Corporate Officers’ Compensation ). Draft resolution 14 – Approval of the compensation elements and benefits of any type paid or granted for 2017 to Marie-Aimée BICH-DUFOUR, Executive Vice-President The Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, approves the compensation elements and benefits of any type paid or granted in respect of fiscal year 2017 to Marie-Aimée BICH-DUFOUR, Executive Vice-President, for the fiscal year ended December 31, 2017, as described in the Board of Directors’ Report and in the 2017 registration document ( see section 3.2. Corporate Officers’ Compensation ).

DRAFT RESOLUTION 15 – COMPENSATION POLICY OF THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENTS

Board of Directors’ report: In application of Article L. 225-37-2 of the French Commercial Code, the Board of Directors submits for the approval of the Shareholders’ Meeting the principle and criteria applicable to the determination, distribution and allocation of the fixed, variable and exceptional elements of the total compensation and benefits of any type attributable, in respect of their mandate, to the Chairman, Chief Executive Officer and Executive Vice-Presidents, for 2018 and comprising the compensation policy relating to them ( ex ante vote). These principles and criteria adopted by the Board of Directors upon the recommendation of the Compensation Committee are presented in the Corporate Governance report as provided for by Article L. 225-37 of the French Commercial Code and laid down in section 3.1. of the 2017 registration document. In application of Article L. 225-100 of the French Commercial Code, amounts resulting from the implementation of these principles and criteria will be submitted for the approval of the Shareholders’ Meeting ruling in 2019 on financial statements closed on December 31, 2018 ( ex post vote).

Draft resolution 15 – Compensation policy applicable to the Chairman, Chief Executive Officer and Executive Vice-Presidents The Shareholders’ Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings

and having reviewed the report provided for by Article L. 225-37 of the French Commercial Code, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional items comprising the total compensation and benefits of any typepresented in the aforementioned report and attributable, in respect of their mandate, to the Chairman, Chief

Executive Officer and Executive Vice-Presidents.

283

BIC GROUP - 2017 REGISTRATION DOCUMENT