BIC : Remuneration of corporate officers

Clichy - 18 February 2014

REMUNERATION OF CORPORATE OFFICERS

At a meeting chaired by Mr. Bruno Bich on Tuesday, February 11, 2014, the SOCIÉTÉ BIC Board of Directors was apprised of recommendations by the Compensation and Nomination Committee and made the following decisions:

Remuneration for financial year 2013:

• Mr. Bruno Bich, Chairman: 

Mr Bruno Bich received 187,800 euros as fixed remuneration and no variable remuneration.

• Mr. Mario Guevara, Chief Executive Officer: 

• Variable part of the remuneration for 2013: following an examination of the allocation criteria and with respect to a target of 937,500 US dollars (706,002 euros^[1]), the variable part of the 2013 remuneration for the Chief Executive Officer was set at 891,375 US dollars (671,267 euros¹), or 95% of the target. The allocation criteria are provided in the 2013 Registration Document (to be issued). 

• Fixed part of the remuneration for 2013: the fixed part of the remuneration for the Chief Executive Officer had previously been set at 750,000 US dollars (564,802 euros¹) for 2013. 

• Mr. François Bich, Executive Vice-President: 

• Variable part of the remuneration for 2013: following an examination of the allocation criteria and with respect to a target of 282,000 euros, the variable part of the 2013 remuneration for Mr François Bich was set at 305,406 euros, or 108% of the target. The allocation criteria are provided in the 2013 Registration Document (to be issued). 

• Fixed part of the remuneration 2013: the fixed part of the remuneration for Mr François Bich had previously been set at 470,000 euros for 2013. 

• Mrs. Marie-Aimée Bich-Dufour, Executive Vice-President : 

• Variable part of the remuneration for 2013: following an examination of the allocation criteria and with respect to a target of 125,550 euros, the variable part of the 2013 remuneration for Mrs Marie-Aimée Bich-Dufour was set at 130,349 euros, or 105% of the target. The allocation criteria are provided in the 2013 Registration Document (to be issued).   

• Fixed part of the remuneration for 2013: the fixed part of the remuneration for Mrs Marie-Aimée Bich-Dufour had previously been set at 279,000 euros for 2013. 

Remuneration for financial year 2014:

The Board has set the fixed parts of the remunerations:

• 192,000 euros (+2.3% vs. 2013) for Mr Bruno Bich, Chairman; 

• 786,000 US dollars (591,912 euros¹) (+2.8% + 2% adjustment = +4.8 % vs. 2013) for Mr Mario Guevara, Chief Executive Officer; 

• 480,000 euros (+2% vs. 2013) for Mr François Bich, Executive Vice-President; 

• 289,000 euros (+2% + 1.6% adjustment = +3.6% vs 2013) for Mrs Marie-Aimée Bich-Dufour, Executive Vice-President. 

The Board also sets the 2014 target for the variable part of their remuneration:

• 125% of the fixed part of the remuneration for Mr Mario Guevara, Chief Executive Officer; 

• 60% of the fixed part of the remuneration for Mr François Bich, Executive Vice-President; 

• 45% of the fixed part of the remuneration for Mrs Marie-Aimée Bich-Dufour, Executive Vice-President 

Free, Performance-Based Share Allocations:

Each of the following beneficiaries has been granted performance-based BIC shares:

• 22,500 shares to Mr Mario Guevara, Chief Executive Officer; 

• 6,000 shares to Mr François Bich, Executive Vice-President. 

• 3,250 shares to Mrs Marie-Aimée Bich-Dufour, Executive Vice-President. 

The vesting period for these free shares is fixed at three years and one month. The shares will become fully vested on March 11, 2017, provided that the following two objectives are achieved: Net Sales increase and Cash Flow From Operations and Change in Inventory (CFO &I), as a percentage of net sales.
If the shares vest on March 11, 2017, they will be subject to a holding period of three years during which they will be non-transferable, i.e. until March 11, 2020.

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[1] Amounts in US dollars were translated into euros using the average exchange rate for 2013 (1 € = 1.3279 USD).