BIC_Registration_Document_2017

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

to prepare the list of grantees and the number of shares • granted to each one, decide whether the performance share rights will be • exercisable for existing or new shares and to change this decision before the definitive grant date, where applicable, set the terms and conditions of the grants, • allow for the temporary suspension of the performance share • rights in accordance with the applicable laws and regulations, to proceed, if necessary, during the vesting period, with • adjustments to the number of shares granted in the case of operations on the Company’s share capital in order to preserve the rights of beneficiaries, to determine, where appropriate, the terms and conditions of • the issuance that could be realized by virtue of this authorization, the date from which the new shares shall bear dividends, when new shares are issued as a result of this authorization, (i) • increase the Company's capital by capitalizing reserves, retained earnings or additional paid-in capital, (ii) decide on the amount and types of items to be capitalized for the purpose of paying up the shares, (iii) charge, if it deems appropriate, the share issuance costs against the related premiums, (iv) deduct from the premiums the amount necessary to increase the legal reserve to 10% of the new capital after each issue, (v) place on record the capital increase(s), and (vi) amend the articles of incorporation to reflect the new capital, and, generally, to carry out all formalities necessary for the • issuance, the listing and the financial service of the shares issued by virtue of this resolution, and to do all that is useful and necessary within the scope of the laws and regulations in force to carry out this delegation. This authorization is given for a period of 38 months starting from the date of this Shareholders’ Meeting and replaces, from this date, the authorization given by the Shareholders’ Meeting of May 18, 2016 (Resolution 20).

decides that: ● the total number of free shares granted under this • authorization will not exceed 4% of the share capital as of the date of the decision made by the Board of Directors to grant the shares, including a maximum of 0.4% granted to the Corporate Officers, the total number of free shares granted under this • authorization will not exceed the global cumulative ceiling (with the stock options granted under resolution 23 below) of 6% of the share capital as of the date of the decision made by the Board of Directors to grant the shares. decides that the grant of shares to the beneficiaries will be ● definitive at the end of a vesting period to be determined by the Board of Directors. This period shall not be less than three years. The Board of Directors may also set a period during which the beneficiaries shall retain the shares; decides that, in the case of invalidity of a beneficiary ● corresponding to the second or third categories as provided in Article L. 341-4 of the French Social Security Code, the shares will be definitely granted before the expiration of the remaining vesting period. The said shares will be freely transferable as from their delivery; takes note that the present authorization automatically includes, ● in favor of the beneficiaries, waiver by the Shareholders of their preferential rights of subscription to the shares issued in accordance with this resolution, the share capital increase being definitely completed with the sole fact of the definitive grant of the shares to the beneficiaries; delegates authority to the Board of Directors, with faculty of ● delegation in accordance with the legal and statutory conditions, to implement the present authorization, under the above-mentioned conditions and within the limits provided by the rules and regulations in force, and notably:

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BIC GROUP - 2017 REGISTRATION DOCUMENT