• ●1944

• ●1950

• ●1953

• ●1954

• ●1956

• ●1957

• ●1958

• ●1969

• ●1972

• ●1973

• ●1975

• ●1981

• ●1992

• ●1994

• ●1997

• ●2004

• ●2006

• ●2007

• ●2008

• ●2009

• ●2010

• ●2011

• ●2012

• ●2013

• ●2014

• ●2015

• ●2016

• ●2017

• ●2018

• ●2019

• ●2020

• ●2021

• ●2022

• ●2023

• ●2024

• ●2025

(in million euros)

(in %)

(in million euros)

(in million euros)

(in million euros)(2)

(in million euros) (3)

(% of net sales)

(% of Net Sales)

(in million euros)

(in euros)

For 80 years, BIC has met consumer needs and desires with high quality, simple, and affordable products and has become one of the most recognized global consumer goods brands. Our vision is to bring simplicity and joy to everyday life, as we seek to create a sense of ease and delight in the millions of moments that make up the human experience.

Over time, the Group faced rapidly-changing industries and consumption trends affecting its three categories, as consumers habits and their interaction with brands continuously evolved. BIC’s mission is to offer high quality products to consumers everywhere and meet their fast-changing needs. 

BIC’s Horizon strategy was launched in November 2020 to transform of BIC’s business and create the innovative products and services with more focus on consumer needs and sustainability. As part of this transformation, BIC reframed its three core categories through a heightened consumer lens:

• ●in Stationery, BIC evolved its focus to “Human Expression”, responding to shifting consumer habits towards more creativity and focus on value-added  segments while optimizing its product portfolio;
• ●in Lighters, BIC expanded to “Flame for Life”, focusing on all consumer lighting occasions, including those non-related to tobacco, and driving towards a more balanced model between volume and value;
• ●in Shavers, BIC decided to reinforce its portfolio with consumer-driven and sustainable value-added products while capitalizing on innovation, its research and development as well as its manufacturing capabilities. The category evolved to become “Blade Excellence” and the Group created a B2B business –  BIC Blade-Tech – which offers high quality shaving solutions to other brands.

BIC is one of the leading players in the stationery, lighter, shaver and hairbrushes markets. Guided by our long-term vision, our mission is to provide high-quality, affordable products to consumers everywhere. This consistent focus has helped make BIC one of the world’s most recognized consumer products goods companies, with products sold in more than 160 countries.

BIC’s historical Stationery category evolved towards “Human Expression” under the Horizon strategy to go beyond core Writing Instruments into Creative Expression by developing innovative products that strengthen the Group's portfolio. 

Since the launch of the BIC® Cristal® pen in 1950, BIC has continuously diversified its Stationery product range through more added-value products and innovative launches and with an increased focus on sustainability, simplicity and joy. To name a few, BIC launched in the recent years BIC® Break-Resistant, a mechanical pencil with lead that is 75% stronger than the leading U.S. competitor, BIC® Ecolutions Gel Pen made of 78% ocean-bound plastic or the Intensity coloring product range. 

At the end of 2025, BIC’s product portfolio included writing, marking, correction, coloring and drawing instruments.

BIC’s historical market Writing and Coloring Instruments reached 19.8 billion(7) euros in 2024, with a projected CAGR of 3.6% from 2024-2028(8)  driven by rising demand in emerging markets such as Mexico and Brazil. In parallel, innovation and premiumization are set to drive growth in developed countries. Despite its fragmentation among leading players (including BIC, Newell Brands, and Pilot) BIC maintained the #2 global position in 2024, with around 8% market share, leveraging its strong presence across both mature and developing regions.

Over the years, BIC strengthened its presence in Writing Instruments and Coloring’s markets through innovative launches enabling market share gains in key countries, whether it be in core writing instruments or in added-value segments like coloring. 

(In value – Euromonitor 2024 and BIC estimates)

Sources :

• ●Brazil: Nielsen YTD December 2025. Estimated market coverage of ~15%, excluding Crayons;
• ●South Africa: IRI YTD December 2025. Estimated market coverage of ~33%;
• ●Western Europe: GFK  6 countries YTD December 2025. Estimated market coverage of ~65%;
• ●United States: NPD YTD December 2025. Estimated market coverage of ~90%., excluding coloring

The Arts and Crafts market is a large market experiencing mid-single-digit growth (estimated at 11.9 billion euros in 2024)(10). The market is expected to grow by 4.8% (CAGR 2024 – 2028) attributed to increased demand of both kids’ and teens’ market as well as from adults asking for more creativity. Kids’ crafts account for more than 50% of the total including a variety of sub-segments such as Finger-painting, Watercolors, Kits, Crafting Accessories, Modeling Clay and Slime.

BIC was built on the amazing power of its Brand, which is one of the world’s most popular household names. Over time, other brands have been added to our portfolio, most of them using the power of the BIC brand to drive attractiveness and consumer engagement, including Tipp-ex®, Wite-Out®, BIC® Evolution®, BIC® Kids, BIC® Intensity®, BIC® ECOlutions™ or Lucky Stationery. BIC offers a diversified panorama of brands, where consumers can each see themselves reflected and find their “own” brand favorites.

Echoing its historical strategy “A BIC seen is a BIC sold”, BIC’s mission is to offer products available to consumers every day and everywhere.

BIC products are sold through a comprehensive range of channels worldwide acting as omnichannel specialist both offline and online. Products can be found in retail mass-market distributors, eCommerce channels (pure players, market places, B2B and B2C omnichannel retailers), traditional stores and Office Product suppliers (through contract or office superstores).

In the retail mass-market channel, Back-to-School season continues to serve as a pivotal commercial window, driving heightened consumer engagement. During this period, BIC deploys an extensive portfolio of school and collegiate products, supported by impactful in-store displays including highly recognizable public-space activations for axample its iconic billboards across France. 

Office and school supply companies remain an essential distribution channel for the Group, where BIC maintains a solid market position grounded in the brand’s reputation for quality, reliability, and strong value for money, notably important for businesses, government agencies, and schools.

In e-Commerce BIC  has leading positions in Stationery online in key markets such as France, the United Kingdom and the United States.

BIC’s historical Lighter category evolved to “Flame for Life” under the Horizon strategy, focusing on all lighting occasions. Flame for Life aims to balance volume with a more value-driven model powered by trade-ups, personalization and innovation, to respond to changing consumer trends.

The worldwide pocket lighter market is estimated at 17.1 billion units (€6.7 billion in value)(11). BIC is one of the world leaders and holds 15% of market share in volume (excluding China).

BIC’s lighter category shows contrasted dynamics across regions, with mature markets driven by value and premiumization, while developing regions continue to contribute to volume growth. Beyond its current size, the market remains attractive thanks to several pools of growth, including the ability to capture incremental growth across adjacent lighting needs traditionally fulfilled by matches, as well as the expansion of new or growing usage occasions beyond traditional tobacco.

(BIC estimates – in value excluding China)

The competitive advantages supporting BIC’s leadership position include safety, quality, strong brand awareness, automated and highly efficient manufacturing processes, and a solid distribution network.

(BIC estimates - in value)

Sources: BIC estimates YTD December 2025.

BIC is well-known for providing safe, high quality and compliant lighters to consumers worldwide. A lighter is a plastic reservoir filled with pressurized gas that is lit by a flame. It can present a real danger if it is not designed and manufactured properly. The consequences can be severe and are often unknown to consumers. International Safety Standards protect consumers from unsafe lighters.

Two key standards apply to pocket lighters:

• ●international lighter safety standard ISO 9994, which sets out the basic safety requirements for a lighter. ISO 9994 is mandatory in major markets such as Canada (1989), Russia (2000), Brazil (2002), South Africa (2002), Argentina (2003), Thailand (2003), Mexico (2004), South Korea (2005), the 27 European Union member states (2006), Japan (2011), Indonesia (2011) and Turkey (2012);
• ●child-resistant requirements. A child-resistant lighter is purposely modified to make it more difficult to operate by children. Under this standard, the basic requirement is that a lighter cannot be operated by at least 85% of children under 51 months. Child-resistant legislation is mandatory in major countries such as the U.S. (1994), Canada (1995), Australia (1997), New Zealand (1999), the 27 members of the European Union (2006), Japan (2011), South Korea (2012) and Mexico (2016).

BIC has always been an advocate for enhanced lighter safety and quality. BIC® lighters comply with even more stringent safety, quality and performance requirements.

BIC offers a wide range of high-quality pocket and utility lighters manufactured with the highest safety standards.

BIC’s shift to balance more volume with value in its Lighter business started years ago and is supported by recent developments such as:

• ●the acquisition of Djeep in June 2020, which strengthened BIC’s portfolio in the added-value segment of decorated and premium lighters;
• ●the launch of BIC® EZ Reach™, BIC’s first pocket utility lighter, in July 2020, in the US. The EZ Reach™ lighter was also launched into most major markets such as Europe and Latin America;
• ●the launch in 2024 of the BIC® EZ Load Lighter, BIC’s first-ever reloadable lighter, which can light up to 15,000 flames.

BIC® lighters are sold through traditional distribution channels (such as convenience stores and tobacconists), retail mass-market distribution stores, and online in the United States. Online and offline, in-store visibility is key to driving impulse purchases, and part of BIC’s historical strategy “A BIC seen is a BIC sold”.

Traditional trade is the primary strategic focus for BIC, as it represents the most important part of the lighter market. This channel concentrates the majority of value creation on pocket lighters, since products are more valorised and benefit from important impulse dynamics. However, it is also where competitive pressure is increasing.

To succeed in traditional trade, the shop itself becomes as a strategic asset, maximizing visibility through efficient routes-to-market, full distribution, and tailored customer and consumer programs. BIC leverages a wide range of decorated pocket lighters, addressing everyday needs while reinforcing impulse purchases at point of sale.

In Modern Trade, BIC’s strategy is built on relentless visibility and multi-location presence in-store, notably at checkout as well as in affinity aisles such as candles and barbecue, to support functional usage occasions.

BIC’s shaver category evolved to Blade Excellence division under the Horizon strategy and focuses on reinforcing its one-piece business with consumer-driven and sustainable value-added products while capitalizing on our advanced R&D and manufacturing capabilities.

The wet shave market was about 12.9 billion euros in 2024 and accounted for around 49% of the hair removal segment(13) in value. The 2024-2029 CAGR for the total Wet-Shave market is estimated at +4.2%(14).

(Euromonitor – 2024 - in value)

The Wet-Shave market is split into three product segments: double-edge, one-piece and refillable. The global landscape is dominated by three legacy brands (Gillette, BIC®, Edgewell). On the highly competitive environment of the one-piece and refillable segments, growth is mostly driven by innovative products which offer improved performance and added features. A constant ability to innovate is key to maintain a leadership position. With that objective in recent years, BIC has made the shift towards premiumization to gain market share on value-added segments, while keeping BIC’s strength in offering products at the right value.

BIC is the #3 worldwide player, with almost 7%(15) of the total wet shave segment. In the One-Piece segment, BIC ranks #2 worldwide with a 23% market share (16). The Group holds leadership positions in Europe where it recently became #2, as well as in the United States and in Latin America.

Source: NIQ/Circana in value YTD December 2025.

• ●United States: Estimated market coverage of ~ 75%.
• ●Brazil: Estimated market coverage of ~ 65%.
• ●France: Estimated market coverage of ~ 80%.
• ●Mexico: Estimated market coverage of ~ 65%.
• ●United Kingdom: Estimated market coverage of ~ 40%.
•  

In the 1970s, BIC revolutionized wet shaving when it launched the first one-piece shaver: the single blade “classic”.

Over the last decade, BIC has focused its innovation, sales and marketing efforts on the high performance three, four, and five-blade sub-segments, offering thus a complete range of female and male products such as:

• ●for Men: BIC® Comfort 3®, BIC® Flex range, and BIC® Flex Hybrid (refillable) range;
• ●for Women: BIC® Soleil range including : BIC® Soleil Escape; BIC® Soleil Glide. 

BIC also innovates with new products centered on sustainability and tailored to consumer evolving trends. As such, BIC launched:

• ●an innovative hybrid shaver range in Europe in 2021 made with recycled plastic handles and sold with recyclable packaging;
• ●BIC® Click Soleil 5 in 2022: a razor for women with a handle made from 40% recycled material and co-developed with the raw material supplier Avient;
• ●A variation of the iconic Twin Lady/Silky Touch razor in 2025 featuring a handle made from 87% recycled plastic, 70% recycled steel in the blade components and with the thickness of the pouch reduced.

BIC Blade Tech is a B2B business created as part of the Horizon Plan in 2020, aimed at leveraging BIC's leadership position and manufacturing excellence by powering other brands in the personal grooming industry. BIC Blade Tech offers a large variety of customizable products, from components (like cutting-edge blade heads and a diverse range of razor handles) to turnkey services (like packaged finished products). BIC Blade Tech is focused on delivering high-quality, tailored shaving solutions to meet customers' needs. 

At the end of 2024, BIC expanded its presence in the personal grooming industry with the acquisition of Tangle Teezer a market-leading, detangling haircare brand, enabling the Group to gain exposure to a scaled, fast-growing and profitable business. Throughout 2025, BIC made considerable progress integrating Tangle Teezer into BIC under the Blade Excellence division. Moreover, Tangle Teezer contributed significantly to the performance of the Blade Excellence division in 2025, delivering solid double-digit growth, notably due to distribution gains, reflecting both brand momentum and effective execution.

These include various strategic and tactical operations:

• ●DAPE 74 Distribution, which sells to tobacco shops in France;
• ●BIC® and non-BIC®-branded products: these include batteries and a line of shaving preps, all of which are designed to grow the BIC® Brand in key markets;
• ●advertising and promotional products in Europe.

BIC maintains a proactive approach to identify, assess, mitigate, monitor and manage key risks that could impact our:

• ●team members, customers, Shareholders’ interests, assets, environment or reputation;
• ●ability to achieve our targets and strategy;
• ●ability to stay true to our values; and
• ●confirmed ability to comply with laws and regulations in addition to our Code of Conduct.

The assessment of the main risks considers the control measures implemented to reduce the risk (net or residual risk).

The risk factors below regard matters that could have an adverse effect, potentially material, on our business, financial condition, results of operations and cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations and cash flows.

BIC continues to take measures to mitigate the risks as described in section 2.2 Description and Mitigation of Main Risk Factors, 2.3.4 Insurance – Coverage of Risks, and chapter 3.

Additionally, a description of the risk management system can be found in section 2.3. Risk Management and Internal Control Procedures Implemented by the Company and Insurance.

The Group continues to closely monitor and mitigate the impact of geopolitical tensions, wars, and trade tariffs on our people and operations globally. The Group has no industrial presence in high-risk countries.

For the purposes of this section, the Group complies with the principles outlined in Part II of the Risk Management and Internal Control Systems – Reference Framework updated in July 2010 and established by the AMF. This represents a partial adoption of the full text that also provides an Application Guide for internal control procedures for the accounting and financial information published by the issuer.

The related specific control activities are the responsibility of the local subsidiaries. Those subsidiaries continuously adapt them in response to current circumstances, drawing guidance from the Group Accounting and Controllers’ Manuals. The Application Guide has not been formally compared to existing procedures and processes, but the Group does not expect material differences given the similarities between the Application Guide and these two manuals.

Risk management encompasses a set of resources, behaviors, procedures and actions that are tailored to the characteristics of the Company and its team members while observing legal requirements.

Risk represents the possibility of an event occurring that may affect:

• ●the Company’s ability to achieve its business goals and core strategy;
• ●the Company’s ability to abide by its values, ethics, laws and regulations;
• ●the Company’s personnel, assets, environment, financials, or reputation.

Risk management also helps to:

• ●maintain and protect the Company’s value, assets and reputation;
• ●safeguard the Company’s decision-making and processes to achieve its objectives;
• ●ensure that the Company’s actions are consistent with its values.

The risk management process also incorporates the definition of company-wide internal controls to ensure that:

• ●the Company remains in full compliance with evolving laws and regulations, and operates with the highest level of ethical business standards;
• ●the instructions and guidelines issued by Executive Management are followed;
• ●the Company’s internal processes remain effective and continuously improve, particularly those involving the protection of its assets. Assets are understood to be both tangible and intangible (know-how, brand, image or reputation) and are used throughout existing Company processes;
• ●financial information is reliable.

BIC’s internal controls are designed to provide reasonable assurance on:

• ●compliance with all applicable laws and regulations governing the Company and its daily operation;
• ●ongoing communication and guidance to team members to ensure they understand the full scope of their responsibilities and expected contributions to the Company;
• ●guidance for operational, industrial, commercial and financial processes;
• ●producing reliable financial statements(1). The reliability of such information depends on the quality of the associated internal control procedures and system (see reporting procedures section 2.3.2.4 Internal Control procedures) including:
  • ●the segregation of duties principle, enabling a clear separation between input, operating and retention duties,
  • ●guidance regarding the identification of the source of the information and materials produced,
  • ●transactions recorded in accordance with applicable accounting standards.

Risk management and internal control, as defined in this report, apply to SOCIÉTÉ BIC as Group parent company and all Group consolidated entities.

The internal controls in place have been designed for all entities to reflect:

• ●the existing organization;
• ●the objectives set out by the Board of Directors and the Executive Committee (see section 2.3.3 Risk Management and Internal Control approach and structure); and
• ●compliance with laws and regulations.

Whenever possible, the Group asks its subcontractors and suppliers to also comply with these principles.

Risk management and internal control systems have inherent limitations and cannot provide an absolute guarantee that the Company’s objectives will be met. Despite the control measures we currently have in place, our systems and those of our third-party service providers are subject to the ever-changing risk of compromised security, acts of vandalism, human errors and other unforeseen events.

Moreover, any time a control activity is to be implemented, the comparative cost/benefit must be considered, ensuring reasonable coverage of the necessary controls.

Chapter 3 consists of the following sections:

• ●Sustainability Statement prepared in accordance with the requirements of Corporate Sustainability Reporting Directive (EU) 2022/2464 (“CSRD”) and its transposition into French law through Ordinance n° 2023-1142 of December 6, 2023. This section includes information on sustainability matters that are material for BIC based on the double materiality assessment (DMA, see section 3.1.1.4.1) carried out in 2024 and updated in 2025.
• As required by CSRD, BIC’s 2025 Sustainability Statement complies with the European Sustainability Reporting Standards (“ESRS”) as applicable at the end of the reporting period;
• ●Vigilance Plan as per the requirements set out in French law No. 2017-399 of March 27, 2017 on the duty of vigilance of parent companies  (“Vigilance Law”) and with Article L. 225-102-4 of the French Commercial Code. This section contains information on the Group’s Vigilance Plan, including the necessary measures to identify and prevent risks relating to severe human rights and fundamental freedoms infringements, health and safety hazards, and environmental damage.

As required by Ordinance n° 2023-1142 of December 6, 2023 and Article L. 2312-17 of the French Labor Code, the Work Council has been informed and consulted on the Sustainability Statement in June and December 2025.

The scope of consolidation of this Sustainability Statement is the same as the one for financial statements (see section 6.1. for more details), i.e. all the consolidated entities as of December 31, 2025 in accordance with Article L. 233-16 of the French Commercial Code, apart from the exceptions stated in the table below. 

The reporting scope includes Tangle Teezer, a premium detangling haircare company, acquired by BIC on December 11, 2024.

The entity BIC Cello (India) Pvt. Ltd, divested on November 21, 2025, has been included in the calculation of the 2025 indicators on an eleven-month basis, fully accounted for until its exit from the scope. This applies to all indicators except for Human Resources indicators, which are based on the Year End Headcount for all calculations. To ensure comparability with 2024 data, the following sections provide detailed explanations of changes resulting from scope adjustments.

Certain indicators have specific scopes, as summarized in the table below. These dedicated scopes are systematically indicated in the relevant sections to facilitate reading and ensure clarity of the data.

The Sustainability Statement includes information regarding BIC’s upstream (e.g., BIC strategic suppliers(1)) and downstream (e.g., consumers and end-users) value chain, identified during the double materiality assessment (DMA – see section 3.1.1.4.1). BIC’s assessment focused on:

• 1.value chain entities associated with hotspots that present actual or potential impacts on people and/or the environment; and
• 2.entities with significant dependencies on natural, human, and social resources regarding its products and/or services, generating risks and opportunities for the Group.

The Group has not used the option to omit specific pieces of information corresponding to intellectual property, know-how or the results of innovation.

The Group has used the option to omit the absolute weight of inputs (see section 3.1.3.4.2) because this information is considered as sensitive information. The overall relevance of the disclosure regarding inputs is not impaired.

No exemption from disclosure of impending developments or matters in the course of negotiation has been used.

The reference period for this Sustainability Statement corresponds to the calendar year 2025. Some data contained in the report are also measured in comparison to a reference year, which is systematically presented.

The time horizons used for the DMA are as follows:

• ●short term: reporting period of one year;
• ●medium term: less than five years; and
• ●long term: over five years.

BIC compiles its GHG inventory primarily using activity-based data sources. However, for the following upstream and downstream value chain data, BIC relies on financial data estimates:

• ●3.1 Purchased services;
• ●3.2 Capital goods.

The emission factors used in the GHG inventory are reviewed, updated, and approved each year via the GHG inventory tool utilized by BIC, to ensure that the information presented is as accurate as possible.

The information in this report is primarily based on activity-specific data from the most reliable databases available. When estimates are used, this will be indicated in the relevant sections.

There were no significant changes to the preparation or presentation of sustainability information. However, the scope of environmental metrics—including carbon, pollution, water, and waste— has been expanded to encompass all BIC entities, including Tangle Teezer where relevant. This adjustment is reflected in the respective sections to enhance data transparency.

Additionally, pollutant reporting now covers the full range of BIC manufacturing entities.

An error was identified in the 2024 water intensity ratio (water consumption in m3/million euros net revenue), and the data has now been corrected. Detailed explanations are provided in section 3.1.3.3.2. 

Some 2024 data have also been updated to replace the provisional estimates used in early 2025 when certain invoices were not yet available. This is systematically indicated in the relevant sections (see section 3.1.3.1.4).

BIC reports information stemming from Global Reporting Initiative (GRI)(2) Universal Standards which are listed in the corresponding table that is made available on its website on the following page: ESG Portal | BIC Investors.

Through its strategy “Writing the Future, Together”, the Group has made commitments in alignment with the following Sustainable Development Goals (SDG)(3). The table below maps these commitments to their respective sections in this chapter.

In order to limit redundancy, certain data is incorporated by reference in this Sustainability Statement.

The table below lists the incorporations by reference in this chapter:

As of December 31, 2025, the Board of Directors is composed of 12 members, including one executive member, Rob Versloot, Director and CEO, and 11 non-executive members. More details are presented in section 4.1.2. Their competencies, in particular the ones related to sustainability matters, are detailed in section 4.1.2.3. Their diversity representation as well as the Board’s gender diversity ratio are presented in section 4.1.2.3.

The two Directors representing employees are presented in section 4.1.2.6.

The Board of Directors is comprised of four Independent Directors (see section 4.1.2.5.), their proportion within the various Committees of the Board is presented in section 4.1.4.3.

As of September 15, 2025, BIC is led by Rob Versloot, who serves as Chief Executive Officer. He also sits on the Board of Directors. More details on his profile are presented in section 4.1.3.3.

The Executive Committee is composed of seven members (4), including the CEO, all of whom, except for the CEO, are employees of BIC Group. More details on their respective profiles and roles are presented in section 4.1.1.4.

The sustainability strategy – informed by the material impacts, risks and opportunities (IROs) – is defined by BIC’s Sustainable Development Department. Established in 2025, the Sustainability Council is tasked with embedding the sustainability strategy across the organization, ensuring alignment across functions. It is composed of representatives from key departments including Legal & Compliance, Strategy, Procurement, Manufacturing, HR, Quality, HSSE, Commercial, Finance and Communications. BIC’s sustainability strategy “Writing the Future, Together” is presented in sections 3.1.1.3 and 3.3..

The Executive Committee is responsible for incorporating the global sustainability strategy into the overall business strategy, ensuring and monitoring progress.

The Nominations, Governance and CSR Committee is responsible for overseeing this process and reporting to the Board of Directors. It monitors on a quarterly basis the implementation and progress of the global sustainability strategy, including the setting of related targets, as well as BIC’s compliance to regulations. It advises and issues recommendations to the Board on sustainability responsibilities. The Nominations, Governance and CSR Committee’s members, their expertise, missions, and powers are presented in section 4.1.4.3.

To ensure that the necessary skills and expertise to oversee sustainability matters are available or developed, the Nominations, Governance and CSR Committee has undertaken several initiatives this year. A training session delivered by a sustainability consulting firm was organized to deepen leaders’ understanding of the strategic importance of sustainability at the corporate level, and clarify the responsibilities of Board members in governance, informed decision-making, and fostering sustainable innovation.

The Nominations, Governance and CSR Committee has consequently enhanced its collective knowledge in 2025 and plans to continue these efforts in 2026. These initiatives demonstrate the Group’s commitment to equipping its governance bodies with the skills needed to effectively address sustainability-related challenges and opportunities.

BIC’s Sustainable Development Department – led by the Group Sustainability Officer – is working on ensuring proper governance processes, controls and procedures are in place and integrated with other internal functions. In 2025, the Group Sustainability Officer reported directly to the CEO and was also expected to present on a quarterly basis to the Nominations, Governance and CSR Committee.

In 2025, the Group Sustainability Officer presented three times to the Nominations, Governance and CSR Committee, addressing key topics such as the approval of the first CSRD report, Auditors’ observations and the related action plan for upcoming disclosures, as well as the evolution of performance indicators in the Group’s scorecard, which is updated several times a year.

As highlighted above, the Group Sustainability Officer is expected to report on a quarterly basis to the Nominations, Governance and CSR Committee who reports in turn to the Board of Directors. The Sustainable Development Department is responsible for defining and monitoring the global sustainability strategy informed by the material IROs and ensuring reporting to the appropriate governance bodies, namely the Executive Committee and the Nominations, Governance and CSR Committee.

The full list of material IROs is considered in the overall sustainability strategy’s implementation, while the reporting to the appropriate governance bodies focuses on key material IROs and related targets impacting the overall business strategy.

In this second year of application of the CSRD, the focus has been on revising the DMA to ensure its relevance and compliance, addressing governance expectations under the CSRD, as well as reinforcing the integration of sustainability into corporate strategy and decision-making. The overall governance framework for sustainability matters and IROs will continue to be developed from 2026 onwards.

For 2025, one Environmental, Social and Governance (ESG) dimension is included into long-term incentive systems for Executive Corporate Officers: recyclable packaging (see section 4.2.2.3). The incentive systems were approved as part of the Executive Corporate Officers Remuneration Policy for 2025 by 83.09% of the Shareholders at the last Annual General Meeting (see section 4.2.2).

BIC continues to reinforce its due diligence and internal control processes. In addition, BIC has updated its Vigilance Plan, presented in section 3.2.. This plan includes, amongst others, measures to attenuate and prevent risks such as third parties’ due diligence and risk mapping.

The table below outlines the information disclosed in the Sustainability Statement regarding the due diligence process:

Section 2.1. presents BIC’s main risks along with the risk assessment, while section 2.2. describes the main risk factors and their mitigation measures. Section 2.3. outlines the risk management and internal control procedures as well as governance. The material risks identified through the DMA have been further integrated into the Group’s overall Enterprise Risk Management Program and are presented in section 2.1., with their corresponding mitigation measures detailed in section 2.2..

The Sustainable Development Department works closely with all relevant functions to establish controls throughout the sustainability reporting process. In 2025, the roles and responsibilities of each function involved in sustainability reporting, as well as the definition, scope, and calculation methodologies for each sustainability metric, were formalized in dedicated methodology documents. These supporting documents served as the basis for a comprehensive risk assessment designed to evaluate and further enhance the reliability of data across all sustainability metrics.

Environmental KPIs are recorded in a dedicated reporting tool by Health, Safety, Security & Environment (HSSE) managers. A structured, multi-level validation process ensures data integrity: initial control by Plant manager, verification by the Group HSSE team, and final approval of the data by HSSE Directors. These KPIs are also reviewed at these levels during monthly meetings.

A similar process applies to Human Resources (HR) data, supported by periodic data quality checks by Group HR teams and a detailed data collection process.

For sustainability information disclosed in the Universal Registration Document (URD), established data controls are leveraged to ensure reliability, and roles and responsibilities have been clearly defined. All information undergoes multiple reviews and validations by the relevant functions, the Sustainable Development Department, and  leadership teams prior to publication.

The elements of BIC’s strategy that relate to or impact sustainability matters, together with its business model and value chain, are presented below and in the dedicated sections of the Universal Registration Document.

BIC’s business divisions – Human Expression, Flame for Life, and Blade Excellence (including Tangle Teezer) – are described in section 1.4.1, detailing the product offering and market positioning in key regions. No BIC products are banned in any markets where the Group operates.

The Group’s business model is outlined in the section General presentation of the Group (BIC’s Business model).

The number of employees is disclosed in section 1.2.2, and total revenue in section 1.2.1.

BIC’s value chain is presented below:

Information on the Group’s overall strategy – the BIC Horizon Plan (2020-2025) – is provided in section 1.3.

BIC had reinforced its sustainability strategy through the “Writing the Future, Together” program, launched in 2018 (see section General presentation of the Group / Delivering a sustainable future). This program sets out five sustainability commitments, detailed below, which form an integral part of the BIC Horizon Plan. Further information on the program’s progress can be found in section 3.3..

With the conclusion of the BIC Horizon Plan and the “Writing the Future, Together” program in 2025, a new strategy and updated sustainability goals will be established, incorporating DMA outcomes and material IROs, as well as the Vigilance Plan. These goals will be defined by the Sustainable Development Department, reviewed by the Sustainability Council, the Executive Committee, and the Nomination, Governance and CSR Committee, and ultimately approved by the Board of Directors.

BIC regularly engages with stakeholders to ensure their points of view and interests are integrated into the sustainability strategy and action plan. This engagement is described in the table below.

In addition, the 2024 DMA process included an ad-hoc survey that specifically gathered feedback from strategic suppliers, waste management companies, customers, investors, and NGOs. Governance bodies are informed about the views and interests of BIC’s stakeholders regarding sustainability-related impacts through the presentation of DMA results (see section 3.1.1.4.1), as well as through dedicated reporting provided by the relevant departments.

In 2025, the DMA process was revised to enhance the depth of analysis, broaden internal stakeholder engagement, and leverage available internal resources related to IROs (Impacts, Risks, and Opportunities) understanding. This revision also enabled BIC to address auditor feedback from the initial sustainability reporting exercise and to further align the process with the Company’s Enterprise Risk Management (ERM) Approach and French Vigilance plan.

The approach is based on the CSRD methodology, which requires consideration of two key dimensions:

• ●impact materiality: a sustainability matter is material from an impact perspective when it pertains to the undertaking’s material actual or potential, positive or negative impacts on people or the environment over the short-, medium- and long-term. A material sustainability matter from an impact perspective includes impacts connected with the undertaking’s own operations and upstream and downstream value chain, including through its products and services, as well as through its business relationships;
• ●financial materiality: a sustainability matter is material from a financial perspective if it generates risks or opportunities that affect (or could reasonably be expected to affect) the undertaking’s financial position, financial performance, cash flows, access to financing or cost of capital over the short, medium or long term.

The 2025 revision built upon the work completed for the first CSRD-compliant DMA process in 2024, drawing on:

• ●insights from previous DMA exercises and the Group’s understanding of its IROs;
• ●the expertise of an external consulting firm to support methodology deployment;
• ●contributions from internal stakeholders across various entities and departments, as well as internal and external studies that substantiated the IROs.

The process followed four main steps:

Conducted in 2024, this phase enabled BIC to identify relevant stakeholders to gather insights on sustainability issues, and review operations across the value chain up to the end consumer. The review covered the Group operational sites, transportation links, Tier 1 suppliers, customers, investors, and end-users.

The 2025 update further integrated existing risk and due diligence processes, such as the Vigilance Plan and ERM. The value chain analysis was broadened beyond Tier 1 suppliers to address ESG considerations across procurement categories, and incorporate life cycle assessments (LCAs) and internal studies tracing some raw material origins beyond Tier 1.

This analysis, combined with feedback from external stakeholders—such as investors, strategic suppliers, waste management companies, customers, NGOs, and members of the Executive Committee—collected through the 2024 survey, informed the identification of key CSRD topics relevant to BIC.

For the key CSRD topics deemed relevant to BIC, and as part of the 2024 DMA, BIC’s core team – composed of key internal stakeholders (Sustainable Development, Procurement, Commercial, Finance, Human Resources, Strategy) – had identified a preliminary list of potentially material IROs:

• ●impacts: using insights from the value chain review, BIC conducted a high-level assessment of all sustainability matters listed in Application Requirement 16 (ESRS 1 Appendix A) to determine areas where the Company may have an impact. Impacts that also represent dependencies were noted. Potential impacts were identified based on the expertise of the BIC core team and by also considering impacts recognized by peers and sustainability organizations;
• ●risks and opportunities: BIC reviewed potential dependencies using the six forms of capital(6) defined by the International Integrated Reporting Council (IIRC), ESRS sustainability matters and impacts, and Company-specific dependencies, selecting those relevant to BIC. Whether each potential dependency was expected to represent a risk, an opportunity, or both was also noted.

To refine and validate this initial list as part of the 2025 revision, eight dedicated workshops and meetings were organized for each CSRD topic. These sessions aimed to leverage internal content, deepen understanding of IROs, and align on the final list of potentially material topics. The workshops covered key themes identified in Phase 1:

• ●climate change;
• ●pollution;
• ●water;
• ●resource use & circular economy;
• ●own workforce;
• ●workers in the value chain;
• ●consumers and end-users;
• ●business conduct.

Participants included subject matter experts at the corporate level (Climate Change Project Manager; Director, Circular Economy; Sustainable Development Team; Finance; Procurement; ERM; Product Safety; HSSE; HR; Compliance; Quality) as well as representatives from factories and Tangle Teezer to ensure comprehensive coverage.

This process enabled BIC to consolidate a robust list of potentially material IROs, refine them further, and substantiate positive impacts and opportunities where relevant.

Following the identification of IROs, impact materiality and financial materiality were assessed:

• ●impact materiality: subject matter experts evaluated the scale, scope, irremediability, and likelihood of impacts across short-, medium-, and long-term horizons. Severity scores were then compared against a materiality threshold (set at -3 to +3). Any impact with a severity score above this threshold was considered material;
• ●financial materiality: in parallel, the Sustainable Development Team, supported by a Finance specialist, conducted a materiality assessment of risks and opportunities identified. Preliminary financial estimates were developed using data from BIC’s ERM function, internal risk assessments and sector-specific benchmarks. These estimates combined quantitative indicators along with qualitative analysis to provide an initial view of potential financial impacts. Where possible, materiality was estimated using a financial threshold aligned with the ERM framework, with certain risks provisionally classified as material pending completion of a more detailed financial assessment.
• Further work will continue in 2026, in collaboration with the ERM function and IRO owners, to finalize this quantitative analysis in line with ESRS 1 requirements. This will include a comprehensive evaluation of the likelihood and magnitude of risks and opportunities, and comparison against the materiality threshold.

Quantitatively substantiated positive impacts and opportunities were retained, including the development of a bespoke machine for disassembling BIC lighters and associated collection programs for used lighters. These initiatives support resource efficiency, reduce dependency on virgin raw materials, and enable the emergence of new circular business models. Additionally, BIC identified opportunities to reinforce its leadership in lighter safety by maintaining standards that meet or exceed regulatory requirements, thereby strengthening customer trust and competitive differentiation.

The revised list of material IROs was reviewed and approved by BIC’s CEO on December 15, following prior presentation to the Nomination, Governance and CSR Committee on October 29, 2025.

The outcomes of the DMA were incorporated into the overall risk management process, which strengthens alignment between chapter 2 (Risk factors and management) and chapter 3 (3.1. / Sustainability Statement). The DMA also served as a foundation for defining BIC’s sustainability strategy beyond the current “Writing the Future, Together” strategy, which concluded in 2025. Section 3.1.1.2 outlines the governance framework for managing sustainability matters.

The list of material IROs is provided in the section below. This process also confirmed that two CSRD topics were assessed as not material.

The risk analysis conducted by an external consultancy mapped BIC and strategic supplier locations against the World Database of Key Biodiversity Areas (developed by BirdLife International on behalf of the KBA Partnership – www.keybiodiversityareas.org). The analysis highlighted that two BIC sites are located near biodiversity-sensitive areas.

However, it also confirmed that neither of these sites, nor any other assessed sites, contributes to direct drivers of biodiversity loss. Furthermore, no impacts were identified on species status, ecosystem extent or condition, nor any dependencies or impacts on ecosystem services. Consequently, no biodiversity-related risks or opportunities were detected. Likewise, no affected communities required consultation, and no mitigation measures were deemed necessary.

The ESRS S3 Affected Communities is not considered material since BIC’s activities, particularly its industrial operations, have negligible or low impact on the communities that could potentially be directly or indirectly affected. All environmental, social, and governance matters are managed in accordance with local legislation and the Group policies which help to maintain a minimal impact on the surrounding communities.

IROs as well as their interaction with BIC’s strategy and business model are detailed at the beginning of each thematic section and are also listed in the table below. All IROs identified and considered material are derived from ESRS topics, no entity-specific topic have been identified as of today.

The revision of the 2024 DMA in 2025 led to several updates to the list of material impacts, risks, and opportunities (IROs), which are detailed below and in the relevant sections:

• ●impacts and risks related to air pollution were classified as material, following the first group-wide consolidation of pollution data in 2024;
• ●microplastics are now considered material from both an impact perspective and financial materiality, pending completion of a more detailed financial assessment;
• ●water impacts in the upstream segment of BIC’s value chain have been identified as material;
• ●material IROs under ‘S1 Own workforce’ have been further specified in line with ESRS requirements, as outlined in Application Requirement 16 (ESRS 1 Appendix A);
• ●lobbying-related IROs were reassessed and deemed not material, given BIC’s limited involvement in such activities.

For the reporting period, there has not been a material financial effect related to ESG risks stemming from the DMA. Consequently, there is no material impact on the financial statements that warrants disclosure.

All employees are required, at all times, to comply with BIC’s policies and standards. To ensure consistency and proper governance, the Group Policy Committee, chaired by the Director for Enterprise Risk Management (ERM), was established in 2024 to oversee the development, issuance, and regular review of Group policies. In 2025, this committee supported the rollout of several new policies, such as the ESG Policy or the Resource Use and Circular Economy Policy, and the revision of existing ones to reflect evolving regulatory requirements and best practices.

The tables in section 3.1.6.1 present the disclosure requirements that BIC has complied with in preparing the Sustainability Statement, following the outcome of the DMA, as well as the key undisclosed datapoints. The material IROs were aligned with the CSRD datapoints using the “EFRAG IG 3: List of ESRS Datapoints” to identify the relevant disclosure requirements and datapoints for BIC.

In line with CSRD requirements, the datapoints deriving from other EU legislations are presented for each disclosure requirement, along with the section in which they can be found in the Sustainability Statement. Those other EU legislations are:

• ●Sustainable Finance Disclosures Regulation: Regulation 2019/2088 of the European Parliament and of the Council of November 27, 2019 on sustainability-related disclosures in the financial services sector (SFDR);
• ●Pillar 3: Regulation (EU) no. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) no. 648/2012 (Capital Requirements Regulation “CRR”);
• ●Benchmark Regulation: Regulation (EU) 2016/1011 of the European Parliament and of the Council of June 8, 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) no. 596/2014; and
• ●EU Climate Law: Regulation (EU) 2021/1119 of the European Parliament and of the Council of June 30, 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) no. 401/2009 and (EU) 2018/1999 (‘European Climate Law’).

In accordance with the French Law no. 2017-399 of March 27, 2017, on the duty of vigilance of parent companies (the “Vigilance Law”), and with Article L. 225-102-4 of the French Commercial Code, BIC implemented, through its vigilance plan (the “Vigilance Plan”), the necessary measures to identify, as an obligation of means, risks and preventive measures relating to severe human rights and fundamental freedoms infringements, health and safety hazards, and environmental damage.

The main risks identified may arise from:

• ●BIC Group activities, which may include activities of the Group’s parent company, and subsidiaries controlled directly or indirectly by BIC within the meaning of Article L. 233-16 of the French Commercial Code (the “Subsidiaries”); and
• ●activities of suppliers and subcontractors with whom BIC entities have an “established business relationship” (respectively the “Suppliers” and the “Subcontractors”).

This Vigilance Plan therefore covers all of BIC’s activities as well as those of its subsidiaries. It also takes into consideration the activities of its stakeholders.

The Vigilance Plan includes the following information:

• ●a mapping that identifies, analyses and ranks risks (refer to section 3.2.4);
• ●procedures implemented to regularly assess, in accordance with said risk mapping, the situation of Suppliers, Subcontractors and Subsidiaries (refer in particular to sections 3.2.4 and 3.2.5.2);
• ●appropriate actions to mitigate risks or prevent severe violations and the system in place to monitor the implementation and efficiency of these measures (refer to sections 3.2.5 and 3.2.6); and
• ●BIC’s whistleblowing mechanism that facilitates the reporting of alerts, which may relate to existing or potential risks (refer to section 3.2.5.3).

In 2018, BIC set commitments grounded in the principles of its sustainable development program – materiality assessments and the UN Sustainable Development Goals – as well as regulatory requirements, stakeholder consultations, and insights from regular benchmarking.

The “Writing the Future, Together” program, driven by BIC’s sustainability ambition (see section 3.1.1.3.1), encompassed five initial commitments that were an integral part of the Group’s strategic Horizon Plan and has now reached its conclusion, paving the way for the next phase of BIC’s sustainability journey.

Along with these initial commitments, BIC also aimed to:

• ●source 100% of paper and carboard packaging from certified cellulosic (31) and/or recycled sources by 2025;
• ●have 100% of its plastic packaging be PVC-free by 2025;
• ●source 75% of the material used in its plastic packaging from recycled content by 2025.

In addition to these packaging-related commitments, BIC reinforced its climate strategy in 2022 by adopting greenhouse gas (GHG) emissions reduction targets aligned with the Paris Agreement. These include a long-term decarbonization ambition across all scopes and specific 2030 objectives compared to 2019 levels:

• ●-50% for Scope 1 emissions;
• ●-100% for Scope 2 emissions; and
• ●-5% for Scope 3 emissions overall, with a -30% reduction for the Flame for Life division.

Several of these commitments came to an end in 2025. The chart below illustrates the advancements made toward these targets and the corresponding base year, with additional details provided in the 3.1. / Sustainability Statement where relevant.

In accordance with Articles L. 225-37 et seq. and L. 22-10-9 and L. 22-10-10 of the French Commercial Code, this chapter deals with the conditions under which the work of the Board of Directors is prepared and organized, including the organizational principles that guarantee a balance of powers. It also describes the components of the remuneration of Corporate Officers, including the remuneration policy in accordance with the above-mentioned provisions of the French Commercial Code, as well as the transactions in BIC shares declared by Corporate Officers in 2025.

This chapter has been prepared with the support of the:

• ●Remuneration Committee;
• ●Nominations, Governance and Corporate Social Responsibility (CSR) Committee; and
• ●Audit Committee.

It includes the Corporate Governance Report referred to in Article L. 225-37 of the French Commercial Code. The Board of Directors approved it on February 24, 2026.

The Corporate Governance cross-reference table (page Cross-reference table of the corporate governance report) indicates the sections of the Universal Registration Document corresponding to the sections of the Corporate Governance Report that are excluded from this chapter.

The Company refers to the rules of good governance as defined in the AFEP-MEDEF(1) Corporate Governance Code for listed companies. It complies with all the provisions of this code, subject to the comments made in this report (§ 4.1.1.5).

Since its creation, the Company has been a limited liability company (société anonyme) with a Board of Directors. Its strong family shareholdership allows it to evolve and adapt to any new challenges and requirements alongside its stakeholders. The composition of the Board of Directors reflects this family heritage, through the representation of the family shareholding and the presence of Independent Directors in compliance with the principles of corporate governance.

The Group’s history is deeply rooted in an entrepreneurial spirit. This has led to inventive expansion into new categories and dynamic expansion into new regions. We consider entrepreneurship to be in our DNA. It is vitally important for the Board and the Chief Executive Officer (CEO) to foster that spirit and keep it alive for future generations.

The Board works with the Chief Executive Officer to build a vision and a set of expectations and guidelines. This includes setting our growth aspirations, determining what lines of business we should be in, setting our margin expectations, and determining how to pursue our goals.

The Chief Executive Officer and his team construct the long-term strategy and annual plans to achieve these goals. In turn, the Board reviews these plans, challenges them, and ultimately approves them. Upon approval, the Board becomes jointly accountable with the Chief Executive Officer, for the execution of the Company’s long-term strategy.

The Purpose of BIC is to create essential high quality, safe, affordable, essential products trusted by everyone. Our vision is: “to bring simplicity and joy to everyday life”. Our Values are Integrity, Ingenuity, Responsibility, Sustainability, Simplicity and Teamwork.

The Board is also responsible for monitoring the performance of the Company. Establishing expectations and scope of activity is one of the most important Board functions. It is the Chief Executive Officer’s responsibility to provide the necessary information, analysis, and insight for the Board to effectively carry out its duties.

The information includes:

• ●macro-economic trends;
• ●competitive environment;
• ●new technologies;
• ●potential acquisitions;
• ●analysis of strengths, weaknesses, opportunities, and threats (so called “SWOT” analysis);
• ●ROI projections; and
• ●retrospective analysis.

Our behavior is at all times consistent with the values and the DNA of BIC: responsibility, simplicity, agility, entrepreneurship, anti-bureaucratic spirit, quick decision-making, long-term thinking, measured risk taking, respect of the strong family heritage and the Company’s Code of Conduct, belief in the Brand, product-focus, manufacturing excellence, low production costs, consistent high quality, solid balance sheet.

Chair of the Board and Chief Executive Officer are two separate functions in order to ensure the quality of the Company’s governance in line with best market practice.

In its meeting on April 23, 2025, the Board of Directors, on the recommendation of the Nominations, Governance, and CSR Committee, decided, unanimously on the principle of maintaining the separation of the functions of Chair of the Board of Directors and Chief Executive Officer in order to (i) maintain stability in governance by appointing a Chair of the Board who is a member of the Bich family – controlling the Company – in a context of transition of the general management which would no longer be exercised by a member of the Bich family, and (ii) maintain a distinction between the definition of the Company’s strategy and its execution.

In this context, Édouard Bich was appointed Director by the Annual Shareholders’ Meeting of May 20, 2025, and the Board of Directors appointed him Non-Executive Chair of the Board on the same date, succeeding Nikos Koumettis, Independent Director, who had held this position since May 2022.

A member of the founding family, Édouard Bich previously served on the Board as the permanent representative of Société M.B.D., Director of Société BIC. His appointment as Chair of the Board reflects the family’s desire to reaffirm its long-standing commitment and reinforce its leadership at the Board level.

Following the succession process announced in December 2024, Rob Versloot was appointed Chief Executive Officer of Société BIC on September 15, 2025, succeeding Gonzalve Bich, who had held this position since May 16, 2018. Rob Versloot was also co-opted as Director by the Board of Directors on September 12, 2025.

This separation ensures a balance of powers between:

• ●the Board of Directors, responsible for strategic and control functions; and
• ●the Executive Committee, in charge of operational functions and strategy implementation.

The Chair of the Board is in charge of leading the Board and its Committees, as well as of its governance and of ensuring that they operate in accordance with their mission. The Chief Executive Officer oversees business operations and reports to the Board of Directors. The responsibilities of the Board of Directors, the Chair and the Chief Executive Officer are described in more detail in § 4.1.4.1 – Relationships between the Board and General Management.

The Executive Committee reports to the Chief Executive Officer. The complete organization chart of the Group’s Executive Committee is presented in § 4.1.1.4 – Executive Committee as of April 1st, 2026.

The Board of Directors’ Internal Rules(2) provide that, should the Board deem it necessary in the interest of good governance, it may decide to appoint a Lead Independent Director, who may also be designated as Vice-Chair of the Board. The Lead Director is then selected among the Independent Directors, in accordance with Article 3.2 of the AFEP-MEDEF Corporate Governance Code.

The role and duties of the Lead Director are defined in section 1, Article 1.1 “Composition of the Board of Directors” of the Company’s Internal Regulations, as amended by the Board of Directors on May 20, 2025. The Lead Director is responsible for ensuring the proper functioning of the governance bodies. This includes involvement in the development of the agenda for the Board of Directors, as well as participation in the meetings of the Board of Directors’ Committees, including those of which they are not a member. He/She strives to maintain adequate information for the Directors and play an active role in organizing Directors’ meetings. Furthermore, they implement the necessary diligence in identifying conflicts of interest and inform the Board of Directors of any identified conflicted situations.

As of the date of publication of this Universal Registration Document, the roles of Chair of the Board of Directors and Chief Executive Officer are separated, yet both the CEO and the Chair are considered as non-independent under French corporate governance guidelines. Thus, the Board decided on May 20th, 2025 to appoint Esther Gaide as Lead Independent Director. This appointment will strengthen Société BIC’s governance structure by preventing any potential conflicts of interest, preserving the interests of minority shareholders, and complying with the recommendations of the AFEP-MEDEF Corporate Governance Code. 

Clear and well-structured, BIC’s governance is organized to ensure the efficient operation of the Group and adherence to its values, balancing the roles and responsibilities between the Board of Directors and the Executive Committee.

The management of the Group is ensured, around the Chief Executive Officer, by a team of managers, each with a defined role and remits, and they are gathered within an Executive Committee.

This Committee meets regularly, thus playing a central role in the management of the Group. Its responsibilities are twofold: on one hand, the Executive Committee engages in discussions and makes recommendations to the Board of Directors; on the other hand, it oversees the implementation of strategies established by the latter. In this context, the Executive Committee monitors the progress of action plans, evaluates the performance of various operational entities, identifies growth opportunities, and assesses the inherent risks in the activities. Further information is provided in § 2.3.3.2 The Executive Committee.

The biography of Rob Versloot, Chief Executive Officer and member of the Executive Committee, is available in section 4.1.3.3.

The Executive Committee values the diversity and complementarity of its members’ profiles, drawing on a wide range of skills and professional experience, as well as balanced representation in terms of nationality and age. Each member of the Executive Committee contributes to the collective with some of the following key skills:

• ●Management;
• ●Finance;
• ●ESG;
• ●Clients/Sales;
• ●Human Resources;
• ●M&A;
• ●Digital Transformation;
• ●International Perspective.

The following diagram shows the number of Executive Committee members with skills considered important for the Executive Committee:

The Company abides by the AFEP-MEDEF Code, except for the following recommendations:

The Board of Directors follows the general guidelines drawn up within the framework of the recommendations of the AFEP-MEDEF Corporate Governance Code, for the design, review and implementation of its compensation policy. In accordance with the French Commercial Code(10), this section of the report of the Board of Directors details the remuneration and benefits provided to Corporate Officers for or during FY 2025, as well as the applicable remuneration policy.

At the 2025 Shareholders’ Meeting, Shareholders will be asked to vote on the following resolutions:

• ●approval of the Say-On-Pay information on the remuneration of Corporate Officers for 2025;
• ●approval of the remuneration of Gonzalve Bich, Chief Executive Officer until September 15, 2025;
• ●approval of the remuneration of Rob Versloot, Chief Executive Officer from September 15, 2025;
• ●approval of the remuneration of Nikos Koumettis, Chair of the Board until May 20, 2025;
• ●approval of the remuneration of Edouard Bich, Chair of the Board since May 20 2025;
• ●approval of the remuneration policy for Executive Corporate Officers ;
• ●approval of the remuneration policy for the Chair of the Board;
• ●approval of the remuneration policy for Directors ;
• ●approval of the envelope for the compensation to be allocated among members of the Board of Directors for 2026.

The remuneration policy for Corporate Officers is determined by the Board of Directors upon the recommendation of the Remuneration Committee and following the principles and criteria in the AFEP-MEDEF Code of Corporate Governance. As an exceptional measure, the Company will not comply with recommendation 26.5.1 for the 2025 fiscal year, as free shares subject to performance conditions were granted to Gonzalve Bich by the Board of Directors on February 18, 2025. The free shares are an integral part of the compensation policy for senior executives and Executive Corporate Officers. In this regard, the Board considered that Gonzalve Bich should receive the total amount of his fixed, variable, and performance share remuneration until the end of his term. The shares granted in February 2025 will only be retained on a pro-rata temporis basis corresponding to the period of his term relative to the vesting period.

The Board of Directors ensures that the remuneration policy is directly aligned with the Company’s overall strategy and is in line with Shareholders’ interests to support the Company’s performance and competitiveness over the medium and long-term. Social and environmental issues related to the Company’s business are also taken into account.

The remuneration policy for Executive Corporate Officers of Société BIC is based on the same total rewards philosophy that applies to all BIC Group team members and the framework criteria set out in the Code of Corporate Governance. The policy is based on the principles of comprehensiveness, balance between the remuneration components to ensure pay for performance, comparability, consistency, clarity of the rules, and proportionality.

The Chief Executive Officer is currently the only Executive Corporate Officer in activity for Société BIC. With the departure of Gonzalve Bich from his role as CEO, and the nomination of Rob Versloot, with effect September 15, 2025, the Say-on-Pay report for 2025 will cover both CEO’s. The revised Corporate Executive Officer remuneration policy will however be applicable only to the current Chief Executive Officer, and to any Corporate Executive Officers that might be nominated in the future.

The compensation policy decided on nomination of the new Chief Executive Officer continues to ensure that performance conditions prevail, but the Board of Directors, on recommendation of the Remuneration Committee, has adjusted the structure of the package to bring the Target Variable Compensation into line with European market practice for Chief Executive Officers.

The graphs below only reflect the payout of the variable remuneration for Gonzalve Bich through to September 15, 2025 and the vesting of the performance shares granted to him since 2018. 

For Rob Versloot, the variable remuneration for the year ending 2025, to be paid in 2026,  covers a 3-month period and no graph is included for FY 2025. Details of his payment can be found in the Say-on-Pay table in section 4.2.1.

FY 2025 net sales were 2,090 million euros, down 0.9% at constant currency, mainly due to challenging performances in the US and Latin America in Human Expression and Flame for Life. This was partially offset by strong performance of Tangle Teezer, growth in Middle East and Africa and in Blade Excellence in Brazil.

FY 2025 gross profit margin was 48.8% versus 50.2% in FY 2024, driven by higher raw material and electricity costs, the negative impact of tariffs and unfavorable currency fluctuations. This was partially offset by favorable price and mix, continued manufacturing efficiencies and the positive contribution of Tangle Teezer.

FY 2025 adjusted EBIT margin was 13.6% compared to 15.6% last year, mainly driven by the decline in gross profit margin. The change in adjusted EBIT margin was positively impacted by lower operating expenses, more than offset by negative operating leverage.

FY 2025 non-recurring items amounted to 127 million euros (versus 53 million euros in 2024), mainly due to the disposal of BIC’s Cello activities in India announced in October 2025 and the discontinuation of Skin Creative activities and Rocketbook announced in December 2025. This mainly includes:

• ●104 million euros related to the discontinuation of Skin Creative activities and Rocketbook, mainly including goodwill and intangibles impairment, as well as inventory and machinery write-offs. This includes the 19 million euros Rocketbook impairment charge of H1 2025.
• ●11 million euros related to the negative impact of Cello’s disposal.
• ●10 million euros of fair value adjustment on the Power Purchase Agreement signed in 2023 in France and on the Virtual Power Purchase Agreement signed in 2022 in Greece.

2025 finance costs were 17 million euros mainly due to the unfavorable impact of the fair value adjustment of financial assets denominated in US dollar in Brazil and Mexico. This also includes the cost of financing related to the Tangle Teezer acquisition debt.

2025 effective tax rate was 38.0% vs. 28.8% last year. The increase is mainly driven by:

• ●the full impairment of Rocketbook and the Skin Creative activities following their announced discontinuation;
• ●the exceptional tax contribution, as voted under the French government’s budget in February 2025.

Excluding these exceptional impacts, the effective tax rate in 2025 was 28.3%.

2025 Free Cash Flow generation was 222 million euros compared to 271 million euros last year. This decrease is mainly related to lower operating cash flow following softer business performance.

At the end of 2025, Net Cash position was 234 million euros, an increase of 45 million euros compared to last year.

The Board of Directors of Société BIC proposes the distribution of dividends primarily based on:

• ●Group earnings;
• ●its capital allocation policy;
• ●balance sheet strength; 
• ●comparisons with industry peers.

During the Annual Shareholders’ Meeting on May 20, 2026, the Board of Directors will propose an ordinary dividend of €2.40 per share for the fiscal year 2025. The Dividend pay-out ratio (calculated with the ordinary dividend) was 50% for 2024 and will be 51% for 2025.

The ordinary dividends paid or to be paid for the last three fiscal years are as follows:

• ●In February 2012, the Group acquired land for the construction of a writing instrument facility in the fast-growing African and Middle East region. Located in Tunisia (region of Bizerte). The total investment was 12 million euros.
• ●In October 2013, BIC acquired land in Nantong, China (North of Shanghai) for the construction of a Lighter facility. The total investment was around 14 million euros.
• ●In October 2015, BIC planned to modernize its industrial facilities in the North of France (Pas-de-Calais). Planned for a five-year period, the project included a 12 million euros investment to extend the production facility at Samer.
• ●In December 2018, BIC acquired the manufacturing facilities of Haco Industries Kenya Ltd. in Kenya and the distribution of Stationery, Lighters and Shavers in East Africa. This acquisition was in line with BIC’s growth strategy in Africa, one of the most promising markets for BIC® products worldwide.
• ●In October 2019, BIC completed the acquisition of Lucky Stationary in Nigeria , Nigeria #1 Writing Instrument manufacturer. 
• ●In July  2020, BIC acquired Djeep, one of the main lighter manufacturers in France. This acquisition was to strengthen BIC’s position in the pocket lighters market.
• ●In December 2024, BIC acquired Tangle Teezer, a premium detangling haircare company, for approximately 200 million euros. Tangle Teezer is a pioneering, fast-growing and profitable haircare company. It designs a unique patented range of brushes, allowing consumers to detangle their hair while limiting damage.

Year ended December 31, 2025

This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users. 

This statutory auditors’ report includes information required by European regulations and French law, such as information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report and other documents provided to shareholders. 

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. 

To the Annual General Meeting of Société BIC,