BIC_Registration_Document_2017

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

DRAFT RESOLUTION 23 – AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OPTIONS TO SUBSCRIBE FOR AND/OR PURCHASE SHARES OF THE COMPANY TO OFFICERS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES

Board of Directors’ report: Under Articles L. 225-177 et seq. of the French Commercial Code, it is proposed that you renew the authorization given to the Board of Directors to grant, on one or more occasions, to officers and employees, or certain of them, of the Company and its related companies, options to subscribe or purchase BIC shares. This authorization would be given within the limits of: 2% of the share capital over 38 months (duration of the present authorization), including a maximum of 0.8% granted to the Corporate • Officers; and the global cumulative ceiling (with the free shares granted under resolution 22) of 6% of the share capital. • This authorization would allow managers and key executives to continue to be more closely associated with changes in the share price, in the same way as Shareholders. Each time the Board of Directors makes use of this authorization, the Board will determine the beneficiaries of these options. In any event, Corporate Officers and members of the Leadership Team may only be granted options under performance conditions. The Corporate Officers to whom such options would be granted would make the formal commitment not to use hedging instruments. The subscription or purchase price would be determined by the Board of Directors and could not be lower than the Paris Stock Exchange average share price during the twenty sessions preceding the day the options are granted nor lower, for purchase options, than the average purchase price of any shares held by the Company in accordance with Articles L. 225-208 and/or L. 225-209 of the French Commercial Code. This authorization would include the waiver by the Shareholders of their preferential rights of subscription to the shares issued under the capital increase, as and when the options are exercised. We propose that the options exercise period be set at a maximum of 10 years. This authorization would be given for a period of 38 months and would replace the authorization given at the Shareholders’ Meeting of May 18, 2016 (Resolution 21).

Draft resolution 23 – Authorization to be given to the Board of Directors to grant options to subscribe for and/or purchase shares of the Company to officers and employees of the Company and its subsidiaries The Extraordinary Shareholders’ Meeting, after having considered the Board of Directors’ Report and the Statutory Auditors’ Special report, in accordance with Articles L. 225-177 et seq. of the French Commercial Code: authorizes the Board of Directors, to grant, on one or more ● occasions, to employees, certain of them, certain categories of them and/or Executive Corporate Officers of SOCIÉTÉ BIC and of its related companies in accordance with Article L. 225-180 of the French Commercial Code, options to subscribe for new shares of the Company (resulting from a capital increase) or to purchase existing shares of the Company resulting from the buy-back of shares under the conditions provided for by law;

decides that the Board of Directors will determine the identity of ● the beneficiaries of the options to subscribe for and/or purchase shares, the conditions and, if necessary, the criteria for the grant of options, it being specified that options may only be granted to Executive Corporate Officers and to members of the Leadership Team subject to performance conditions; decides that the Board of Directors will determine the duration or ● periods of exercise of the options granted, it being specified that the duration of the options may not exceed a ten-year period, as from their date of attribution; decides that: ● the total number of options granted under this authorization • will not give right to subscribe or purchase a number of shares higher than 2% of the share capital as of the date of the decision made by the Board of Directors to grant the options, including a maximum of 0.8% granted to the Corporate Officers, the total number of the options allocated under this • authorization and still to be exercised will not give right to subscribe more than the global cumulative limit (with the free shares granted under resolution 22) of 6% of the share capital as of the date of the decision made by the Board of Directors to grant the options;

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BIC GROUP - 2017 REGISTRATION DOCUMENT