BIC_Registration_Document_2017

BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 16, 2018 Statutory Auditors’ report

STATUTORY AUDITORS’ REPORT ON THE ISSUE OF NEW ORDINARY SHARES AND/OR SECURITIES GRANTING ENTITLEMENT TO SHARE CAPITAL WITH RETENTION OF PREFERENTIAL SUBSCRIPTION RIGHTS Combined Shareholders’ Meeting of May 16th, 2018 - Resolutions n°17 and n°18 This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of SOCIETE BIC and pursuant to the provisions of Article L. 228-92 of the French Commercial Code ( Code de commerce ), we hereby report to you on the proposed delegation to the Board of Directors of the authority to decide on an issue of new ordinary shares and/or marketable securities granting entitlement to share capital (hereinafter the “Hybrid Marketable Securities”), with retention of preferential subscription rights, a transaction on which you are being asked to vote. The par value amount of issues of ordinary shares may not exceed €50 million. The amount of issues of Hybrid Marketable Securities may not exceed €650 million; this amount includes the par value amount of the shares to which these Hybrid Marketable Securities confer entitlement. These ceilings take into consideration the additional number of securities to be created in connection with the implementation of the delegation referred to in Resolution n°17, under the conditions provided for in Article L. 225-135-1 of the French Commercial Code, should you adopt Resolution n°18. Based on its report, your Board of Directors proposes that you confer on it the authority for a period of 26 months, as from the date of this Shareholders’ Meeting, the authority to decide on one or more issues. If necessary, the Board of Directors will set the final issue terms and conditions of these transactions. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq ., of the French Commercial Code. Our role is to express an opinion on the fair presentation of the quantified information extracted from the accounts, on the proposed issues and on certain other information concerning these transactions, contained in this report. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) relating to this engagement. These procedures consisted in verifying the content of the Board of Directors’ report in respect of these transactions and the terms and conditions governing the determination of the issue price of equity securities to be issued. Furthermore, as the Board of Director’s report does not include information on the terms and conditions governing the determination of the issue price of equity securities to be issued, we cannot express an opinion on the issue price calculation inputs. As the final terms and conditions under which the issues will be performed have not yet been decided, we do not express an opinion on the final terms and conditions under which the issues will be performed. In accordance with Article R.225-116 of the French Commercial Code, we shall issue an additional report, if necessary, on the performance by your Board of Directors, of any issues of marketable securities which are equity securities granting entitlement to other equity securities or of any issues of marketable securities granting entitlement to equity securities to be issued.

Neuilly-sur-Seine, Tuesday, March 13, 2018 The Statutory Auditors

Grant Thornton Membre français de Grant Thornton International Vianney MARTIN

Deloitte & Associés François BUZY

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BIC GROUP - 2017 REGISTRATION DOCUMENT