• 1.Approval of the parent Company financial statements for fiscal year 2025
• 2.Approval of the consolidated financial statements for fiscal year 2025
• 3.Appropriation of earnings for the fiscal year ended December 31, 2025 and setting the dividend
• 4.Statutory Auditors’ special report on the related-party agreements
• 5.Authorization for the Board of Directors to trade in Company shares
• 6.Renewal of Candace Matthews as Director
• 7.Renewal of Véronique Laury as Director
• 8.Ratification of the co-optation of Rob Versloot as a Director to replace Gonzalve Bich
• 9.Ratification of the co-optation of Albert Baladi as a Director to replace Jake Schwartz
• 10.Renewal of Albert Baladi as Director
• 11.Ratification of the co-optation of Geoffroy Bich as a Director to replace Timothée Bich
• 12.Renewal of Geoffroy Bich as Director
• 13.Ratification of the co-optation of Karen Guerra as a Director to replace Carole Callebaut-Piwnica
• 14.Renewal of Karen Guerra as Director
• 15.Approval of the information on the remuneration of the Corporate Officers referred to Article L. 22-10-9 I of the French Commercial Code for fiscal year 2025 (ex-post vote)
• 16.Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted for fiscal year 2025, to Gonzalve Bich, Chief Executive Officer, until September 15, 2025 (ex-post vote)
• 17.Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted for fiscal year 2025, to Rob Versloot, Chief Executive Officer, from September 15, 2025 (ex-post vote)
• 18.Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted in fiscal year 2025, to Nikos Koumettis, Chair of the Board of Directors until May 20, 2025 (ex-post vote)
• 19.Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted in fiscal year 2025, to Édouard Bich, Chair of the Board of Directors from May 20, 2025 (ex-post vote)
• 20.Approval of the remuneration policy for the Executive Corporate Officers (ex-ante vote)
• 21.Approval of the remuneration policy for the Chair of the Board of Directors (ex-ante vote)
• 22.Approval of the remuneration policy for Directors (ex-ante vote)
• 23.Setting the total annual amount of remuneration for Directors for fiscal year 2026

• 24.Authorization to be granted to the Board of Directors to reduce the Company’s share capital by cancellation of treasury shares
• 25.Delegation of authority to be given to the Board of Directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the capital, with preservation of Shareholders’ preferential rights of subscription
• 26.Delegation of authority to be given to the Board of Directors to decide to increase the share capital on one or several occasions by incorporation of reserves, profits or premiums or other sums of money whose capitalization shall be accepted
• 27.Amendment to Article 8 bis of the Company's Articles of Association relating to threshold crossings
• 28.Authorization to perform formalities

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 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 this year of transition and as BIC’s renewed leadership team prepares its strategic plan, which will be presented later in the year, BIC anticipates, under current assumptions, improving organic(3) net sales trends, a slight expansion in adjusted EBIT margin, as well as stable Free Cash Flow year-on-year.

The diagram below shows the number of directors who have the competencies considered to be important for the Board:

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(1), 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 Édouard 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.

Following the appointment of Rob Versloot as Chief Executive Officer, effective from September 15, 2025, the Board of Directors, on the recommendation of the Remuneration Committee,  adjusted the remuneration policy applicable to the new Chief Executive Officer from the start of his term.

The remuneration policy approved by the Shareholders Meeting on May 20, 2025, provided for a fixed salary for the Chief Executive Officer of 950,000 US dollars per year and an annual target variable remuneration of 130% of the fixed salary, with a maximum of 195%. 

In accordance with the information communicated to the market at the time of the appointment of Rob Versloot as Chief Executive Officer, the Board of Directors decided to adjust certain parameters of this policy to take into account his specific situation. 

The annual fixed remuneration of the new Chief Executive Officer was thus set at 1,060,000 euros, prorated from the date he assumed office. Furthermore, the annual variable compensation has been defined with a target of 100% of the fixed compensation and a maximum of 150%, subject to the achievement of the financial and personal objectives stated in the approved remuneration policy and which would remain applicable.

In addition, the Board of Directors, upon recommendations from the Nomination and Remuneration Committees, decided at its meeting on February 24, 2026, to propose the payment of a special bonus of 200,000 euros for the year 2025.

These adjustments, which take into account the appointment made during the fiscal year, allow consideration of the shareholders’ votes at previous general meetings in order to rebalance the compensation structure. This new remuneration policy is subject to the approval of the Shareholders Meeting of May 20, 2026, and is applicable retroactive to the beginning of the mandate.

The overall remuneration package of the Executive Corporate Officers is based on the same compensation structure as all the Company’s executives and is composed of four components. These components are balanced between fixed and at-risk elements of remuneration.

The overall remuneration package, and the mix between fixed and at-risk remuneration, is determined in the context of the local and global markets in which BIC competes for talent and the level of responsibility and impact of the team member. The competitiveness of the remuneration package is benchmarked both locally and globally, with our industry peers but also more broadly with companies of similar scope.

The Board of Directors, on recommendation of the Remuneration Committee, took the opportunity of the nomination of a new CEO, based in Europe, to review the mix between fixed and at-risk remuneration of the Executive Corporate Officer. External stakeholders had in the past commented on the weight of the short-term variable remuneration in the overall package. The recommendation to have a more balanced approach has been taken into account and the at-target structure of the CEO remuneration is close to the market benchmark.

Shareholder votes with regard to the remuneration paid to the Chief Executive Officer and for the 2025 remuneration policy at the Annual Shareholders Meeting held in May 2025 were lower than in previous years, linked notably to the provisions put in place for the departure of the former CEO. The newly-appointed CEO is not linked to the majority shareholder, and the remuneration policy proposed, including the conditions in case of departure, have been aligned with the market for an experienced, international CEO.

Presented below is the report of the Board of Directors on the compensation policy for the Executive Corporate Officers of the Company which will be submitted to the Shareholders for their approval. The compensation policy outlined below was discussed and approved by the Board of Directors, on recommendation of the Remuneration Committee, in its meeting of February 24, 2026. At the time of publication of the 2025 Universal Registration Document, the appointment of an Executive Corporate Officer other than the CEO is not envisaged. 

At the beginning of each year, the Board, on the recommendation of the Remuneration Committee, reviews the fixed remuneration of the Executive Corporate Officers for the fiscal year. The Board endeavours to respect the recommendation to only review the fixed remuneration of the Executive Corporate Officers on renewal of their mandate, but reserves the right to make adjustments during the course of the mandate should circumstances justify such adjustment. Any proposed adjustements will be based on the past performance of the Executive Corporate Officer, the responsibilities and the complexity of the challenges to be faced for the years to come, personal qualities and market analysis for comparable functions.

Given the nomination of a new CEO in June 2025, no change to the fixed remuneration of the CEO will be proposed for the calendar year 2026. The amount that the shareholders will be asked to vote on is the fixed remuneration included in the regulatory information published at the time of nomination so an annual fixed remuneration of 1,060,000 Euros.

The annual short-term variable remuneration for the Executive Corporate Officers of Société BIC is determined as a percentage of their fixed remuneration.

The variable remuneration for 2026 will be calculated based on three quantitative criteria which measure the achievement of financial objectives, a CSR criteria and a qualitative component based on personal objectives. The achievement of each criteria will be assessed individually and the target for 100% payout will be in line with the commitment of the Company as communicated in its press release of February 24, 2026 with regard to the 2026 financial outlook.

Payout of the bonus is designed to be strongly aligned with business results. For each financial objective:

• ●a minimum level of performance is set 
• ●a target is recommended by the Audit and Remuneration Committees, and approved by the Board of Directors;
• ●a maximum payout is triggered by the achievement of a level of performance determined by the Board of Directors for the coming year.

Between each milestone, the payout is calculated by linear interpolation.

The Board of Directors, under the guidance of the Nominations, Goverance and CSR Committee, have reviewed the process of determining and assessing the achievement of the personal qualitative objectives for the Chief Executive Officer. In order to ensure a robust and transparent assessment process, a revised achievement scale has been determined with clear objectives and measures. These annual targets are not disclosed for confidentiality reasons but the actual rate of achievement will be continue to be disclosed ex-ante in the Universal Registration Document. The targets have been decided by the Board of Directors, acting on the recommendation of the Nominations, Governance and CSR Committee, according to the priorities set by the Board .

For the 2026 calendar year, the climate objectives will count for 5% of the overall variable remuneration criteria. The Board of Directors in its meeting of February 24, 2026, on recommendation of the Nominations, Governance and CSR Committee, has defined the climate objective as requiring the design of the Company’s ambition around plastic and the deployment of a plan to reduce the carbon footprint by a pre-defined target for the end of 2027. To embed this ambition within the Company, this same objective will be cascaded with the same weighting to all team members who are eligible for the Corporate Bonus Plan.

For 2026, which is the first full year for Rob Versloot as CEO, the qualitative objectives for the CEO will be linked to two main pillars: the transformation of the organization, with the development of a new strategic plan and the operating model to accompany the plan, and defining an action plan to ensure the company drives its future strategic roadmap. Conscious that 2026 will also be an important year of transition for the whole organization, the CEO will also have a portion of his individual objectives focused on employee engagement levels which will be measured through several surveys throughout the year.

The year-end assessment of the qualitative personal objectives will continue to be performed by the Nominations, Governance and CSR Committee, with the participation of all Directors, based on the specific targets for each criteria for the year, and is presented to the Board for review, discussion and approval. The assessment considers the overall achievement during the year of each criteria and results in a payout aligned with achievement.

Long-term incentive grants to executives and other critical team members are a core part of BIC’s total rewards strategy. These grants align remuneration with business results and are an integral part of a competitive remuneration strategy.

Since 2005, the Board of Directors has, in line with the authorization granted by the Shareholders’ Meeting, maintained a policy of granting shares (or options). The conditions of the perfomance share plan applicable to the Executive Corporate Officer are the same as those applied to all other beneficiaries of the plan. The vesting period for all plans in three years and delivery of the shares is based on business performance over the vesting period, aligning the interests of Shareholders and our team members. For the Achieving Horizon exceptional stock option granted in 2021 and detailed below, a five-year performance period was fixed to align with the timing of the Horizon Plan. The performance period linked to this plan closed on December 31, 2025 and this plan will not be renewed.

For the Chief Executive Officer, the maximum market value at grant for each individual is as indicated below. The value has remained unchanged since  February 2020 following a decision by the Board of Directors to come into line with market practice and grant Performance Shares in value and not in units.

The total number of Performance shares granted to the Executive Corporate Officers (over the period covered by the resolution approved by the Shareholders’ Meeting) will not exceed 0.4% of the share capital as of the date of the decision to grant the shares by the Board of Directors.

The Board of Directors has committed to making no change to the performance conditions in place for the existing share plans.  New performance conditions will be implemented for the plans to be granted in 2026, and which will be the first plans to be granted to Rob Versloot.

As the company continues to finalize its strategic roadmap, the Board of Directors, on recommendation of the Remuneration Committee, has decided during its meeting of February 24, 2026 to postpone the grants of shares for the 2026 calendar year. The 2026 Performance Share Plan is the opportunity for the Board of Directors to set performance criteria and targets that are fully aligned with the strategic plan and drive clear alignment for all shareholders. Full disclosure of the number of shares granted to the CEO and the performance conditions will be made at the time of the decision.

To the best of the Company’s knowledge, no hedging instruments have been put in place by the Corporate Officers mentioned in AMF tables 6 and 7. Moreover, these Corporate Officers have made a formal commitment not to use hedging instruments.

BIC Executive Corporate Officers and Executive Committee members are required to retain 20% of shares granted as registered shares throughout their time in office. The 20% holding requirement applies to each grant and:

• ●is reduced to 10% when the Chief Executive Officer and the Executive Vice-President own the equivalent of five or three years, respectively, of their base remuneration in BIC shares;
• ●is waived when, and so long as, Executive Committee members own the equivalent of two years of their base remuneration in BIC shares(2).

In 2021, the Board decided to leverage the use of stock options to strengthen the alignment of Senior Management and Shareholders with regard to the delivery of the Horizon strategy. After approval of the Annual General Shareholders Meeting in May 2021, a one-time exceptional grant of options, restricted to certain key executives including the CEO, was decided, based on performance conditions and a 5-year vesting period. No further grants will be made under this plan which was implemented on an exceptional basis.

For reference, the maximum IFRS value at grant for any stock options plans that could be granted to the Chief Executive Officer is as indicated below.

The Achieving Horizon Stock Options Plan was based on demanding long-term performance conditions, the achievement of which was assessed during the February 24, 2026 Board Meeting. The plan included a cliff effect for vesting and as the performance conditions were not met, none of the options granted may be exercised. All beneficiaries have been informed and the stock options have been cancelled.

On the recommendation of the Remuneration Committee, the Board of Directors has clarified the rules applicable to performance shares in the event of the departure of an Executive Corporate Officer, to limit the situations where the Company has to rely on a discretionary assessment at the time of such departure.

In all cases, the performance conditions continue to apply throughout the specified vesting period and shares can only vest in advance of the initial vesting date in the case of death of the Executive Corporate Officer. In all other situations, the initial vesting date will apply.

The Executive Corporate Officers are eligible to supplementary pension plans in accordance with the legislation of the country in which they are employed.

The Chief Executive Officer benefits, under the same conditions as the Group’s senior executives based in France, from a supplementary defined-contribution pension scheme governed by Article 83 of the French General Tax Code.

The Company’s commitment is limited to the payment of contributions. For the 2025 financial year, the amount of contributions paid by the Company on behalf of Rob Versloot amounted to €6,657. 

Executive Corporate Officers may receive a company car or an equivalent car allowance and standard health, life and disability coverage, equivalent to the benefits granted to other BIC Executive leaders based in the same country.

Gonzalve Bich was not eligible to the payment of a termination indemnity upon leaving the Company.

The Executive Corporate Officer Remuneration Policy voted at the 2024 and 2025 Annual General Meetings remains in place and gives the Board the right to:

• ●implement a termination indemnity, subject to pre-determined performance conditions and in line with AFEP-MEDEF Code guidelines. Payment of the termination indemnity is excluded in the event of departure due to retirement or if the beneficiary is over 65 years of age;
• ●provide for a sign-on bonus reflecting the personal circumstances of a new Executive Corporate Officer hired from outside the Company. This benefit would only compensate the new Executive Corporate Officer for the loss of entitlements from which he or she previously benefited. The amount would be duly disclosed at the time it is determined, including if the payment is periodic or deferred.

As disclosed in the regulatory information published at the time of nomination, there was no sign-on bonus paid to Rob Versloot, however the terms and conditions of his nomination include a termination payment clause.

As part of the Executive Corporate Officer Remuneration Policy, the Board also reserves the right to enter into a non-compete agreement. The conditions of the non-compete clause include the possibility for the Board to waive its payment, and the combined amount of the non-compete clause and any termination indemnity would not exceed the 2-year ceiling of fixed plus variable remuneration as recommended by the AFEP-MEDEF Code. 

As disclosed, the terms and conditions of Rob Versloot’s nomination include a 12-month non-compete clause covering the both the geographical and product scope of the company with an indemnity corresponding to twelve months of the fixed remuneration received during the twelve (12) months preceding the date of our departure to which will be added the last variable remuneration received over the same period as CEO. The payment of this indemnity would be made on a monthly basis.

In accordance with French corporate governance, the Board of Directors reserves the right to waive the non-compete clause and the payment of the non-compete indemnity will be excluded in the event of retirement and in any case it cannot be paid beyond the age of 65.

Where a beneficiary is found guilty of misconduct by the Board while employed by or providing services to the Company, the Board of Directors may, at its sole discretion, seek the repayment of:

• ●the last annual variable remuneration paid to the incumbent; and
• ●the last long-term incentive delivered to Executive Corporate Officers.

Annual General Meeting to approve the financial statements for the year ended December 31, 2025 

This is a free translation into English of the statutory auditors’ special report on regulated agreements with related parties that is issued in the French language and is provided solely for the convenience of Englishspeaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. 

To the General Assembly of Société BIC, 

In our capacity as Statutory Auditors of your company, we hereby report to you on regulated agreements with related parties. 

The terms of our engagement do not require us to identify such agreements, if any, but to communicate to you, based on information provided to us, the principal terms and conditions, as well as the reasons justifying the interest for the Company, of those agreements brought to our attention, without expressing an opinion on their usefulness and appropriateness. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. 

In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code concerning the implementation, during the year, of the agreements previously approved by the Shareholders’ Meeting. 

We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement. 

Agreement authorised during the prior period and submitted to the approval of the General Assembly 

Agreement authorised during prior periods and concluded in the current year, that haven’t been approved by the General Meeting 

Pursuant to Article L.225-40 of the French Commercial Code, we have been notified of the following agreement authorised during the past financial year, which was included in our special report on regulated agreements for 2024 and which has not been the subject of prior approval from the General Assembly which ruled on the 2024 accounts. This agreement was concluded on the September 16, 2025. 

Consulting Agreement dated September 16, 2025 

 Who is concerned: 

Mr. Gonzalve Bich, Chief Executive Officer of the BIC Group until September 15, 2025 

Nature, purpose and conditions: 

This agreement between BIC Corporation and Gonzalve Bich, authorized prior to its signature by the Board of Directors on December 11, 2024 and not entered into on the same date, relates to his succession. At this date, Mr. Gonzalve Bich was Chief Executive Officer of the Bic Group. The agreement stipulated that at the end of his mandates, Gonzalve Bich will serve as Senior Advisor to the Board of Directors of BIC for a period of 6 months. As such, a consulting agreement will be entered into with BIC Corporation (on the date of departure) and Gonzalve Bich will be paid a fee of 350,000 US dollars in consideration of the services provided. The agreement was concluded on September 16th 2025, after the end of his mandate as Chief Executive Officer of the company. During the year, the agreement led to payments of 233,333 US dollars. 

 Reasons why the agreement is beneficial for the Company: 

The conclusion of this agreement ensures an orderly and gradual transition so that the Group can maintain its momentum, its profitable growth trajectory and its commercial discipline. 

Agreement already approved by the General Assembly 

Agreement authroised and concluded in the prior year which were approved during the year 

Pursuant to Article L.225-30 of the French Commercial Code, we have been notified that the following agreement, already approved by the General Assembly in prior years, proceeded in the current year. 

Succession agreement dated December 11, 2024 

Who is concerned: 

Mr. Gonzalve Bich, Chief Executive Officer of the BIC Group until September 15, 2025 

Nature and purpose: 

This agreement between BIC and Gonzalve Bich, authorized prior to its signature by the Board of Directors on December 11, 2024 and concluded on the same date, relates to his succession, following the announcement of his departure as Chief Executive Officer. It aims to set the financial conditions for his departure as well as to organize the transition and governance arrangements in order to ensure the continuity of the Group’s activities. The succession agreement was approved by the General Assembly on May 20, 2025. 

Conditions: 

• ●base salary will remain unchanged at 950,000 US dollars per annum. During 2025, the agreement led to a payment of 710,192 US dollars;
• ●target variable remuneration will remain unchanged as will the split between individual (30%) and financial (70%) criteria. During 2025, the agreement led to a payment of 826,153 US dollars;
• ●the facial value of the free shares to be granted in 2025 will be consistent with previous years at 1,700,000 US dollars;
• ●Gonzalve Bich will continue to vest on a prorata temporis basis in the free shares granted during his mandate according to the calendar and performance conditions of each plan;
• ●at the end of his mandate, Gonzalve Bich will receive a non-compete indemnity to the amount of 1,800,000 US dollars covering a twelve-month period starting on the date of his departure and subject to the respect of the terms and conditions of the non-compete provisions. During 2025, the agreement led to a payment of 450,000 US dollars;
• ●continued coverage under the company health insurance plan for a period of 24 months following departure. During 2025, the agreement led to a payment of 61,006 US dollars. 

 Reasons why the agreement is beneficial for the Company: 

The conclusion of this agreement ensures an orderly and gradual transition so that the Group can maintain its momentum, its profitable growth trajectory and its commercial discipline. 

Neuilly-sur-Seine and Paris-La Défense, March 25, 2026 

The Statutory Auditors

French original signed by

As of December 31, 2025, the outstanding capital of Société BIC amounts to 156,090,219.48  euros divided into 40,861,314 shares with a par value of 3.82 euros each. Issued shares are fully paid-up.

The General Meeting:

• ●voting in accordance with quorum and majority rules for Ordinary General Meetings;
• ●having reviewed the parent Company financial statements for the fiscal year ended December 31, 2025, the reports of the Board of Directors and the Statutory Auditors;
• ●approves, as presented, the parent Company financial statements for the fiscal year, including the balance sheet, income statement, and notes, which show a net profit of 91,842,045 euros, as well as the transactions reflected in these financial statements or described in these reports.

In accordance with Article 223 quater of the French General Tax Code, the General Meeting notes that there are no expenses and charges referred to in Article 39, paragraph 4 of the French General Tax Code.

The General Meeting:

• ●voting in accordance with quorum and majority rules for Ordinary General Meetings;
• ●having reviewed the consolidated financial statements for the fiscal year ended December 31, 2025, the reports of the Board of Directors and the Statutory Auditors;
• ●approves, as presented, the consolidated financial statements for the fiscal year, including the balance sheet, income statement, and notes, which show a net profit of 86,294,877 euros, as well as the transactions reflected in these financial statements or described in these reports.

The General Meeting:

• ●voting in accordance with quorum and majority rules for Extraordinary General Meetings;
• ●after considering the Report of the Board of Directors and the Special Report of the Auditors;
• ●authorizes the Board of Directors, in accordance with Article L. 22-10-62 et seq. of the French Commercial Code, to cancel, on one or more occasions, some or all of the Company’s own shares held by the Company in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code, up to a maximum of 10% of the share capital per twenty-four month periods.

The General Meeting grants full powers to the Board of Directors (with the option to further delegate) to:

• ●reduce the share capital by canceling shares;
• ●approve the definitive amount of the share capital reduction, set the terms and conditions and certify completion thereof;
• ●allocate the difference between the carrying amount of the shares cancelled and their par value to available reserves or additional paid-in capital;
• ●amend the Articles of association accordingly; and
• ●more broadly, carry out any formalities and requirements needed to implement this resolution.

The authorization is granted for eighteen months from the date of this General Meeting. It cancels and supersedes the unused portion and unexpired period of the prior authorization granted in the 17th resolution of the General Meeting of May 20, 2025.

All Shareholders, regardless of the number of shares held, may participate in the Shareholders’ Meeting. For this, you must provide evidence that you are a shareholder through registration of your shares in your name (or in the name of the bank or broker that manages your securities account) as of the second business day preceding the Meeting i.e., on Monday, May 18, 2026 at 00:00 (Paris time):

• ●either in the Shareholders’ register kept for the Company by its agent, Société Générale Securities Services, or;
• ●in a bearer share account held by the financial intermediary that manages your securities account.
•  

Shareholders wishing to use an admission card, vote by mail or be represented using the Single Form, will be able to choose one of the following four Single Form options:

• ●vote by mail;
• ●use an admission card;
• ●give proxy to the Chair of the Shareholders’ Meeting; or
• ●give proxy to the spouse, civil union partner, another shareholder of the Company or any other natural or legal person.

Whichever option is chosen, the shareholder must date and sign the Single Form and return it as indicated below:

• ●for registered Shareholders (pure and administered): return the Single Form, completed with the instructions to Société Générale Securities Services, using the pre-paid envelope attached to the convening letter, so that it arrives no later than Monday, May 18, 2026 at 12:00 p.m. (Paris time);
• ●for bearer Shareholders: return the Single Form, completed with instructions, to their account-holding institution, which will forward it together with the certificate of participation issued by it the account-holding institution to Société Générale Securities Services, so that these two documents are received no later than Monday, May 18, 2026 at 12:00 p.m. (Paris time).

If the shareholder wishes to give proxy to his or her spouse, PACS partner, another Société BIC shareholder or any other natural or legal person, notification of the revocation of a previously appointed proxy and, where applicable, the appointment of a new proxy must be sent to Société Générale Securities Services, no later than Monday, May 18, 2026 at 12:00 p.m. (Paris time), by mail indicating the last name of the Company, the date of the Meeting, the name, first name, address and account number for registered Shareholders or the bank references for bearer Shareholders, as well as the name, first last name and address of the proxy holder bearer Shareholders must also ask their bank to send written confirmation to Société Générale Securities Services, Service Assemblées Générales, at the address below.

For all proxy forms without indication of a proxy name, the Chair of the Shareholders’ Meeting will vote in favor of the adoption of the draft resolutions presented or approved by the Board of Directors and against all other draft resolutions.

Whatever the situation of the shareholder, the Single Form must not be sent directly to the Company under any circumstances.

In accordance with the provisions of Article R. 225-61 of the French Commercial Code and the Company’s bylaws, Shareholders can vote at this Shareholders’ Meeting by electronic means of communication, via the VOTACCESS platform.

By connecting to the VOTACCESS platform, Shareholders will be able to (i) vote by internet, (ii) request an admission card online or (iii) give power of attorney to the Chair of the Meeting or to any natural or legal person.

The VOTACCESS platform for the Shareholders’ Meeting of May 20, 2026 will be open from Wednesday, April 29, 2026 at 9:00 a.m. (Paris time) until Tuesday, May 19, 2026 at 3:00 p.m. (Paris time).

In order to avoid any possible congestion of the VOTACCESS platform, Shareholders are advised not to wait until the day before the Shareholders’ Meeting to send their instructions.

To access the VOTACCESS platform and transmit instructions, the shareholder must follow the instructions below:

• ●for registered Shareholders (pure and administered): access the VOTACCESS platform, dedicated to the Shareholders’ Meeting, via the website https://sharinbox.societegenerale.com/fr/:
  • ●registered Shareholders should connect to the website https://sharinbox.societegenerale.com/fr/ using their usual login details, or their login email (if they have already activated their Sharinbox by SG Markets account), then follow the on-screen procedure. The connection identifier is indicated on the Single Form sent with the convening letter. Once connected, Shareholders should  click on the “Reply” button on the “Shareholders’ Meeting” insert on the home page  and will be automatically directed to the VOTACCESS platform to vote by Internet or to give proxy to the Chair or to any other person or entity or to revoke any previously appointed proxy,
  • ●administered registered Shareholders must connect to the https://sharinbox.societegenerale.com/fr/ website using the connection ID indicated on the Single Form sent with the convening letter or in the letter sent to them before the VOTACCESS platform opens. Once on the home page, Shareholders should follow the instructions on the screen to access the VOTACCESS platform website and vote by internet or give proxy to the Chair or to any other person or entity or revoke any previously appointed proxy. If the Shareholder loses or forgets its password, a new one can be obtained via the authentication page on the site;
• ●for bearer Shareholders: check whether or not their account-holding institution has subscribed to the VOTACCESS platform. Access to the VOTACCESS platform via the website of the shareholder’s account-holding institution may be subject to specific conditions of use defined by this institution. Consequently, bearer Shareholders interested in this service are invited to contact their account-holding institution in order to find out about these conditions of use:
  • ●if the shareholder’s account-holding institution has joined the VOTACCESS platform, the shareholder must log on to the internet portal of his account-holding institution with his usual access codes, click on the icon that appears on the line corresponding to his BIC shares and follow the instructions on the screen in order to transmit his instructions (vote on the resolutions, power of attorney to the Chair or power of attorney to any natural person or legal entity, or revocation of any previously designated proxy),
  • ●if the shareholder’s account-holding institution has not subscribed to the VOTACCESS platform, the shareholder must send instructions to his account-holding institution in accordance with the procedures described in paragraph 10.2. above (see section Use of the Single Form). Bearer Shareholders whose account-holding institution has not joined the VOTACCESS platform and who wish to revoke a previously appointed proxy, must send an e-mail to the following address: assemblees.generales@sgss.socgen.com, including the name of the Company, the surname, first name, address and full bank details of the principal and the surname, first name and address of the proxy. They must also ask their account-holding institution to send written confirmation to Société Générale Securities Services, Service Assemblées Générales, 32, rue du Champ du Tir – CS 30812, 44308 Nantes cedex 3, no later than Monday, May 18, 2026 at 12:00 p.m. (Paris time). Only notifications of appointment or revocation of powers of attorney may be sent to the above-mentioned e-mail address; any other request or notification relating to another subject matter will not be taken into account and/or processed.

The information and documents provided for in Article R. 22-10-23 of the French Commercial Code will be published on the Company’s website https://investors.bic.com/en-us (Investors/Shareholders and General Meetings/2026 General Meeting section), no later than the twenty-first day prior to the Meeting.

Shareholders may request, within the legal and regulatory time limits, communication of the documents provided for in Articles R. 225-81 and R. 225-83 of the French Commercial Code and consultation of the other documents that must be made available to Shareholders within the framework of this Shareholders’ Meeting at the Company’s registered office, by email (preferably) to investors.info@bicworld.com, or by request addressed to the Company’s registered office at 12-22, Boulevard Victor Hugo, 92110 Clichy.

In accordance with Articles L. 225-105 and R. 225-71 to R. 225-73 of the French Commercial Code, Shareholders who meet the conditions prescribed by law may request the inclusion of draft resolutions or items on the agenda of the Meeting by registered letter with acknowledgement of receipt addressed to the Chair of the Board of Directors or by electronic mail to the following address: investors.info@bicworld.com so as to be received by Saturday, April 25, 2026 at the latest. Requests must be accompanied by a certificate of account registration proving the fraction of the capital held, as referred to in Article R. 225-71 of the French Commercial Code.

Consideration of the item or resolution is subject to the submission by the applicants of a new certificate proving the registration of the shares in the same accounts on the second business day preceding the Meeting i.e., on Monday May 18, 2026 at 00:00 (Paris time) at the latest.

The request for registration of draft resolutions shall be accompanied by the text of the draft resolutions, which may be accompanied by a brief explanatory statement. Reasons must be given for the request to include an item on the agenda of the Meeting.

The draft resolutions submitted by Shareholders that met the legal requirements, as well as the items added to the agenda of the Meeting at the request of the above-mentioned Shareholders, will be published without delay on the Company’s website: https://corporate.bic.com/en-us (heading Investors/Shareholders and General Meetings/General Meeting 2026). For each item on the agenda, the Company may publish comments made by the Board of Directors.

Shareholders may submit written questions to the Company at the following email address: investors.info@bicworld.com or by registered letter with return receipt addressed to the Chair of the Board of Directors at the Company’s registered office. In accordance with the provisions Article R. 225-84 of the French Commercial Code, written questions will be validly taken into account if they are received at the Company’s registered office before the end of the fourth business day preceding the Shareholders’ Meeting, i.e., Thursday, May 14, 2026. In order to be taken into account, they must be accompanied by a certificate of account registration.