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 SHARE CAPITAL INCREASE RESERVED TO MEMBERS OF A CORPORATE SAVINGS PLAN

Combined General Meeting of May 16, 2018 - Resolutions n°20 and n°21 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 in accordance with the procedures provided for in Articles L. 225-135 et seq. 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 a share capital increase via the issue of ordinary shares, with waiver of preferential subscription rights, reserved to employees of the company and its affiliated French or foreign companies within the meaning set forth in Article L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code ( Code du Travail ), represented possibly by an Employee Savings Mutual Fund (FCPE) to be created and/or members of a corporate savings plan to be created, for a maximum amount not exceeding 3% of the share capital as of the date of this Shareholders’ Meeting, a transaction on which you are being asked to vote. This share capital increase is being submitted to you for your approval pursuant to Articles L. 225-129-6 of the French Commercial Code ( Code de Commerce ) and L. 3332-18 et seq. of the French Labor Code ( Code du Travail ). Based on its report, your Board of Directors recommends that you confer on it, for a period of 26 months, the authority to decide on a share capital increase, and waive your preferential subscription rights to the ordinary shares to be issued. If applicable, 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 and R. 225-114, of the French Commercial Code. Our role is to express an opinion on the fairness of the quantified data extracted from the financial statements, on the waiver of preferential subscription rights and on certain other information pertaining to the issuance as presented 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 this transaction and the terms and conditions in which the issue price of the shares to be issued was determined. Subject to our subsequent review of the terms and conditions of the proposed share capital increase, we have no comments to make on the procedures for determining the issue price of the ordinary shares to be issued presented in the Board of Directors’ report. As the final terms and conditions under which the share capital increase will be carried out have not yet been set, we express no opinion on it and, consequently, on the proposed waiver of the preferential subscription rights on which you are being asked to vote. In accordance with Article R. 225-116 of the French Commercial Code, we will issue an additional report, where necessary, when this delegation of authority is utilized by your Board of Directors.

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