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This Universal Registration Document has been filed on March 27, 2025 with the Autorité des Marchés Financiers (AMF), as competent authority under Regulation (UE) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities and, where applicable, a summary and any amendments to the Universal Registration Document. The package then formed is approved by the AMF in accordance with Regulation (EU) 2017/1129.

 

Group presentation, Outlook, and strategy

 

1.1.History

 

 

Marcel Bich acquires a factory in Clichy, France, and starts a Writing Instruments business with his partner Édouard Buffard.

Launch of the “Pointe BIC®” in France, a revolutionary improved version of the Ball Pen invented by Hungarian Laslo Biro.

Creation of Société BIC to manufacture and distribute BIC® ballpoint pens.

Expansion into Italy.

Early ventures in Brazil.

Expansion into the United Kingdom.

Acquisition of the Waterman Pen company in the United States. Expansion into Africa and the Middle East.

Launch of the Promotional Products business via the Writing Instruments segment.

Listing of Société BIC on the Paris Stock Exchange on November 15.

Diversification of BIC’s product portfolio and launch of the BIC® lighter with an adjustable flame.

Launch of the first “one-piece shaver” by BIC.

Diversification into the leisure industry through its subsidiary, BIC Sport, specializing in windsurf boards.

Acquisition of Wite-Out, the U.S. correction products brand.

Appointment of Bruno Bich as Chair of the Board and Chief Executive Officer.

 

Acquisition of Tipp-Ex, the leading European correction products brand, and Sheaffer, a high-end brand in Writing Instruments.

Acquisition of BIC’s Japanese distributor, Kosaido Shoji.

Acquisition of France-based Stypen.

Mario Guevara becomes Chief Executive Officer of BIC in May.

Acquisition of PIMACO, Brazil’s leading manufacturer and distributor of adhesive labels.

Acquisition of Atchison Products Inc., a U.S.-based supplier of promotional printed bags.

Opening of a new shaver packaging facility in Mexico.

Acquisition of Antalis Promotional Products (Sequana Group).

Acquisition of 40% of six (of the seven) Cello group entities, a leading stationery group in India.

Acquisition of Norwood Promotional Products, a U.S. leader in calendars and promotional products.

Disposal of Norwood Promotional Products Funeral business.

Disposals of the PIMACO B-to-B division in Brazil and the REVA Peg-Making business in Australia.

Acquisition of Angstrom Power Incorporated, a company specialized in portable fuel cell technology.

Disposal by DAPE 74 Distribution of its Phone Card Distribution business to SPF.

Launch of BIC® Education, an educational solution for elementary schools, combining handwriting and digital technology. Completion of the share purchase following the call option exercised on September 17 on Cello. Increase of BIC’s stake in Cello’s seven entities from 40% to 55%.

Acquisition of land in Nantong, China (130 km North of Shanghai) to build a lighter production facility.

Disposal of Sheaffer, BIC’s Fine Writing Instruments business, to AT Cross.

Sale of BIC’s Portable Fuel Cell Technology business to Intelligent Energy.

Cello sells its remaining stake in Cello to BIC. This raises BIC’s stake in Cello to 100%.

Mario Guevara retires from his position as Chief Executive Officer. The Board of Directors decides to combine the roles of Chairman and Chief Executive Officer and appoints Bruno Bich as Chairman and Chief Executive Officer.

Sale of BIC Graphic North America and Asian Sourcing operations to HIG Capital.

Opening of the new Writing Instruments facility in Samer (France).

Bruno Bich retires from his position as CEO. The Board of Directors decides to split the roles of Chairman and Chief Executive Officer. Pierre Vareille is appointed Chairman of the Board and Gonzalve Bich becomes Chief Executive Officer.

Filing by BIC of an infringement complaint with the European Commission for lack of surveillance of non-compliant Lighters that are either imported into or sold in France and Germany.

Acquisition of manufacturing facilities of Haco Industries Ltd. in Kenya and its distribution activities of Stationery, Lighters, and Shavers. Disposal of BIC Sport, BIC’s water sports subsidiary, to Tahé Outdoors and discontinuation of its Writing Instruments manufacturing operations in Vannes.

Inauguration of BIC’s Indian subsidiary BIC Cello, in Vapi (Gujarat state).

Inauguration of BIC’s East Africa Facility in Kasarani, Nairobi.

BIC filed a complaint with the European Ombudsman claiming maladministration by the European Commission of the infringement procedure initiated in 2010 against the Netherlands due to their lack of actions to impose lighters safety standards compliance.

Completion of the acquisition of Lucky Stationary in Nigeria (LSNL).

 

Acquisition of Djeep, one of the leading manufacturers of quality Lighters, reflecting BIC’s strategy of greater premiumization and personalization.

Acquisition of Rocketbook, the leading smart and reusable notebook brand in the United States, expanding BIC’s business into the Digital Expression segment.

Sale of Brazilian adhesive label business, PIMACO, to Grupo CCRR, reflecting BIC’s portfolio rotation strategy and focus on fast-growing consumer segments.

Completion of the sale of BIC’s headquarters in Clichy-La-Garenne-based (France) and BIC Technologies sites for 175 million euros.

Completion of the divestiture of the Brazilian adhesive label business, PIMACO, to Grupo CCRR for 40 million Brazilian Real.

Acquisition of Inkbox®, the leading brand of semi-permanent tattoos.

Appointment of Nikos Koumettis as Chair of the Board.

Acquisition of Tattly®, a leading decal brand based in the U.S.

Acquisition of AMI (Advanced Magnetic Interaction), a French start-up pioneer in augmented interaction technology.

Héla Madiouni was appointed as Director representing the employees for the Board of Directors of Société BIC, replacing Inna Kostuk who resigned on October 14, 2022. 

Véronique Laury and Carole Callebaut Piwnica were appointed as Directors. 

Pascal Chevallier was appointed as Director representing the employees to the Board of Directors of Société BIC, replacing Vincent Bedhome, whose term has expired.

  • 2024

October: Sébastien Drecq was appointed as Director representing the employees to the Board of Directors of Société BIC, replacing Pascal Chevallier who resigned on August 31st, 2024.

December: BIC announced preparations for CEO Gonzalve Bich succession by September 30th, 2025.

December:  BIC announced the acquisition of Tangle Teezer, a premium detangling haircare company. 

1.2.Key figures

 

 

1.2.1Key financial figures

Net sales

(in million euros)

BIC2024_URD_EN_I026_HD.jpg

 

2024 net sales by division

(in %)

BIC2024_URD_EN_I027_HD.jpg

 

Earnings Before Interest and Taxes (EBIT)

(in million euros)

BIC2024_URD_EN_I028_HD.jpg

 

Adjusted Earnings Before Interest and Taxes (aDJUSTED EBIT)

(in million euros)

BIC2024_URD_EN_I029_HD.jpg
2024 EBIT by division 

(in million euros)(1)

BIC2024_URD_EN_I030_HD.jpg

 

2024 Adjusted EBIT BY DIVISION

(in million euros) (2)

BIC2024_URD_EN_I031_HD.jpg

 

EBIT margin

(% of net sales)

BIC2024_URD_EN_I032_HD.jpg

 

Adjusted EBIT margin

(% of Net Sales)

BIC2024_URD_EN_I033_HD.jpg

 

Net income group share

(in million euros)

 

 

BIC2024_URD_EN_I034_HD.jpg

 

Group Earnings per share and adjusted Group Earnings 
per share

(in euros)

BIC2024_URD_EN_I035_HD.jpg
Sales volume trends

(in million units)

2023

2024

Human Expression

6,073

5,999

Flame for Life

1,603

1,536

Blade Excellence

2,428

2,474

 

Production volume trends

(in million units)

2023

2024

Human Expression

5,291

5,240

Flame for Life

1,577

1,436

Blade Excellence

2,335

2,436

 

Net sales by region

(in million euros)

FY 2023

FY 2024

Change  as reported

Change on a constant currency basis

Change on a comparative basis

Group

 

 

 

 

 

Net Sales

2,263.3

2,196.6

(2.9) %

+3.1%

+0.8%

Europe

 

 

 

 

 

Net Sales

665.9

697.8

+4.8%

+6.8%

+6.8%

North America

 

 

 

 

 

Net Sales

882.9

818.6

(7.3) %

(7.2) %

(7.2) %

Latin America

 

 

 

 

 

Net Sales

461.7

424.9

(8.0) %

+14.6%

+4.1%

Middle East & Africa

 

 

 

 

 

Net Sales

154.2

162.5

+5.4%

+15.8%

+15.8%

Asia & Oceania (including India)

 

 

 

 

 

Net Sales

98.6

92.8

(5.9) %

(4.7) %

(4.7) %

Main income statement information

Condensed profit and loss account

(in million euros)

FY 2023

FY 2024

Net Sales

2,263.3

2,196.6

Cost of goods

1,115.2

1,093.9

Gross Profit

1,148.1

1,102.7

Administrative & other operating expenses

827.6

813.0

Earnings Before Interest and Taxes (EBIT)

320.5

289.7

Finance revenue/costs

(7.5)

7.9

Income before tax

313.0

297.6

Income tax expense

(86.5)

(85.6)

Net Income Group Share

226.5

212.0

Group Earnings per share (in euros)

5.30

5.10

Average number of shares outstanding (net of treasury shares)

42,740,269

41,561,522

Key balance sheet aggregates

(in million euros)

December 31, 2023

December 31, 2024

Shareholders’ equity

1,846.6

1,793.3

Current borrowings 

109.4

167.4

Non-current borrowings

46.8

167.5

Cash and cash equivalents – Assets

467.7

456.0

Other current financial assets and derivative instruments

19.8

6.3

Net cash position

385.4

189.3

Goodwill and intangible assets

382.3

557.1

Total balance sheet

2,647.3

2,834.5

 

Condensed cash flow statement

(in million euros)

2023

2024

Cash flow from operations

469.2

471.0

(Increase)/Decrease in net working capital

(27.4)

17.7

Other operating cash flow

(88.5)

(131.1)

Net cash from operating activities

353.3

357.7

Net cash from investing activities

(114.1)

(283.7)

Net cash from financing activities

(192.1)

(73.3)

Net increase/(decrease) in cash and cash equivalents net of bank overdrafts

47.2

0.7

Closing cash and cash equivalents net of bank overdrafts

467.7

456.0

 

1.2.2Key non-financial figures

 

Share of renewable Electricity

(as % of total consumption)(3)

BIC2024_URD_EN_I056_HD.jpg

 

Share of Strategic suppliers integrated in the responsible purchasing program
BIC2024_URD_EN_I059_HD.jpg

 

Share of Reusable, recyclable or compostable plastic in packaging

 

BIC2024_URD_EN_I057_HD.jpg

 

SHARE OF BIC sites HAVING REACHED A zero LOST-TIME incidenT LEVEL
BIC2024_URD_EN_I058_HD.jpg

 

Unit

2023

2024

Annual energy consumption (a)

Gigajoules

1,093,195

1,062,651

Writing the Future, Together #2: Share of electricity from renewable sources (a)

%

90

92

Total amount of annual greenhouse gas emissions (GHG) (Scope 1 & 2 location-based)

tCO2eq

80,960

80,894

Total amount of annual GHG emissions (Scope 1 & 2 market-based)

tCO2eq

22,606

 20,121

Total annual Scope 3 GHG emissions (market-based)

tCO2eq

  641,519 

621,993

Total ratio of annual GHG emissions to production (scope 1 & 2)

tCO2eq/ton

0.91

0.87

Annual water withdrawals

m3

398,714

376,423

Annual waste production

Tons

19,043

18,150

Writing the Future, Together #1: Share of non-virgin petroleum plastic in BIC® products

%

8.0

8.2

BIC cardboard packaging from a certified and/or recycled source (b)

%

99.1

99.4

BIC PVC free plastic packaging (b)

%

98

99

Writing the Future, Together #1: Reusable, recyclable or compostable plastic in consumer packaging (b)

%

81

85

Writing the Future, Together #1: Recycled content of plastic packaging (b)

%

62

65

Total workforce

Number

14,643

13,404

  • Permanent employees

Number

10,322

10,192

  • Total Temporary Staff, Including Agency staff, Contractors, Fixed-Term Contract employees, Interns & Apprenticeships

Number

4,321

3,212

Voluntary turnover

%

13

14

Percentage of permanent workforce by region

 

 

 

  • Europe

%

41.6

42.1

  • North America

%

9.3

7.7

  • Latin America

%

23.6

25.5

  • Middle East & Africa

%

8.7

9.7

  • India

%

16

14

  • Asia-Pacific

%

1.0

1.1

Number of training hours per employee

Hours

-

11.4

Percentage of women in management and workforce (salaried team members)

 

 

 

  • Overall headcount (salaried team members)

%

44

44

  • Board of Directors

%

50

50

  • Executive Committee

%

40

30

  • Level 4 and above (Executives & Excom)

%

33

35

Writing the Future, Together #3: Share of BIC sites having reached a zero lost-time incident level

%

80

81

Incidence rate of occupational accidents – BIC headcount

(accidents with temporary or permanent incapacity) (c)

Number/million hours worked

1.60

2.34

Severity rate of occupational accidents – BIC permanent and fixed-term employees 

(accidents with temporary incapacity)

Number/
thousand hours worked

0.08

0.11

Writing the Future, Together #4: Strategic suppliers integrated in the responsible 
purchasing program

%

83

95

Writing the Future, Together #5: Children with improved learning conditions 
(cumulative since 2018)

Millions

199

210

  • The breakdown of BIC’s energy consumption for 2023 and the share of renewable electricity for 2023 were corrected to include administrative and commercial entities.
  • Excludes BIC Graphic, recent acquisitions and certain OEMs.
  • The 2023 incident rate was adjusted due to the revised number of lost-time incidents for 2023.

1.3.Strategy and objectives

 

 

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, with products sold in more than 160 countries. 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 to offer high quality products to consumers everywhere and meet their fast-changing needs, drove the Group's transformation from a manufacturing and distribution-led company into a consumer-centric one.

1.3.1BIC Horizon Strategic Plan

BIC’s Horizon strategy was launched in November 2020 to spur an in-depth transformation of BIC’s business and create the innovative products and services of tomorrow with more focus on consumer needs and sustainability. The goal was not only to amplify its core capabilities, but to go beyond them into higher-growth adjacent segments to ensure long-term sustainable growth and profitability. Horizon is embedded in the Group’s everyday operations and strategic goals.

As part of this transformation, BIC reframed its three core categories through a heightened consumer lens to tap into a stronger growth trajectory:

Embedded in BIC’s Horizon Plan are the following strategic and financial targets:

 

 

Strategic and Financial Goals

Associated Targets

Growth acceleration

Deliver a mid-single-digit Net Sales growth trajectory

  • Expand total addressable markets in fast-growing adjacent segments, and evolve BIC’s business model to capture an increasing value share of our markets, with a strong focus on execution and return on investments.
  • Leverage innovation capabilities and manufacturing excellence to generate incremental revenues through new routes-to-market.
  • Capitalize on our brands in our core markets and build on new lifestyles to grow a comprehensive portfolio of consumer-led brands.

Cash flow generation

Improve efficiency and robust Free Cash Flow generation

  • Disciplined management of operational investments, with a target of 1 to 1.2 times Capex to Depreciation & Amortization.
  • Strict control of Working Capital (Inventories, Receivables, and Payables).

Sustainable development

Take Sustainable Development to the next level and transform approach to recycling and plastics

  • By 2025: 100% of packaging will be reusable, recyclable, or compostable.
  • By 2030: Use of 50% non-virgin petroleum plastic in our products.

Capital allocation

Fund organic growth and acquisitions in adjacent markets while ensuring sustainable shareholder returns

  • Investments into operations to sustain and enhance organic growth with approximately 100 million euros annual capital expenditures. 
  • Targeted acquisitions to strengthen existing activities and develop in adjacent categories, with an average of 100 million euros invested annually.
  • Objective of ordinary dividend pay-out ratio in the range of 40% to 50% of Adjusted EPS.
  • Regular share buybacks. 

 

During 2024, the Group continued to roll out its 2025 Horizon strategic ambitions:

1.3.22025 Financial outlook(4)

In line with BIC’s Horizon Plan mid-single digit growth trajectory, net sales are expected to grow between 4% and 6% at constant currency in 2025.

Adjusted EBIT margin is expected to be at the same level as 2024, at 15.6%, above BIC’s Horizon target.

Free Cash Flow is expected to be above €240 million.

1.3.32025 Market trends assumptions

Market trends (in value)(5)

 

Currency: 2025 EUR/USD average hedging rate: 1.10

1.3.4Long-term ambition

Embedded in its Horizon strategy, BIC’s ambition is to transform into a fast-moving consumer-centric company, in both existing and fast-growing adjacent markets to accelerate growth and sustain profitability over the long term. To achieve this, the Group has embraced a set of strategic initiatives in line with its vision and mission, including:

1.3.5Risks and opportunities

We foresee the following major challenges in 2025:

While many of these issues are beyond our control, BIC is relentlessly putting in place actions to minimize the related risks across our operations.

We, therefore, believe that our strongest growth potential remains the strength of our brands, the efficiency of our global supply chain and procurement, our commercial excellence including Revenue Growth Management, and our drive towards sustainable innovation. 

The Company has no knowledge of any governmental procedures, legal or arbitration proceedings, which are pending or threatened, that may have, or have had over the last 12 months, material effects on the financial position or profitability of the Company and/or the Group.

1.3.6Performance goals

The Group's key performance indicators are: sales growth at consant currency, market share gains, adjusted earnings before interests and taxes (EBIT), free cash flow generation and maintaining  a strong balance sheet.

1.3.7Recent events

On December 11th, 2024, the Board of Directors and CEO Gonzalve Bich announced that they will begin a transition process intended to close out Gonzalve Bich’s tenure and appoint a new CEO by September 30th, 2025. 

Tangle Teezer (acquired by BIC in December 2024)  is consolidated in BIC's Balance sheet from December 31, 2024 and in financial P&L from January 1st, 2025. 

There has been no other significant change in the financial position of Société BIC and its subsidiaries as a whole since December 31, 2024.

The Board of Directors of Société BIC, in its meeting of February 18, 2025, acknowledged the wish of Maëlys Castella, whose term of office as Director is expiring in May 2025, not to seek reelection. On the recommendation of the Nominations, Governance and CSR Committee, the Board of Directors unanimously decided to propose the appointment of Esther Gaide as an Independent Director at the next Shareholders Meeting to be held on May 20, 2025. 

 

1.4.Business presentation

 

BIC is one of the leading players in the stationery, lighter, and shaver markets. Guided by our long-term vision, we 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.

1.4.1Business presentation by division

BIC’s Horizon strategic plan launched in November 2020, aimed at driving sustainable growth by reframing our three categories to expand our total addressable markets in fast-growing segments.

1.4.1.1Human Expression – Stationery

In line with its Horizon strategy, BIC’s historical Stationery category evolved towards “Human Expression” to go beyond core Writing Instruments into Creative Expression. BIC constantly innovates to further strengthen its presence in both existing and adjacent segments.

Human Expression encompasses Writing Instruments and Coloring, Creative Expression which includes Arts and Crafts, Skin Creative and Digital Writing. 

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 in the last three years, BIC launched BIC® Break-Resistant, a mechanical pencil with lead that is 75% stronger than the leading U.S. competitor, a BIC® Ecolutions Gel Pen made of 78% ocean-bound plastic or a new coloring range called Intensity. In 2020, BIC acquired Rocketbook the leading brand in Reusable Digital Notebooks. In 2022, BIC diversified further its brand portfolio, with the acquisition of Inkbox®, the leading brand of high quality semi-permanent tattoos (10-14 days), and Tattly®, a U.S. startup innovating in the field of high-quality temporary decals (2-4 days), which diversifies BIC’s offering in the rapidly growing Skin Creative market. In the Digital Writing segment, BIC acquired AMI (Advanced Magnetic Interaction), a French innovative startup. AMI strengthens BIC’s R&D capabilities in Digital Expression.

In 2024, BIC’s global product portfolio included writing, marking (classic, permanent and temporary tattoo markers), correction, coloring, drawing instruments, semi-permanent tattoo, and smart reusable notebooks.

Breakdown of the Human Expression market size per segment IN 2023
BIC2024_URD_EN_I011_HD.jpg
BIC’s markets and positioning
Core Writing & Coloring Instruments Market

BIC’s historical market Writing and Coloring Instruments amounted to 20.2 billion(6) euros in 2023. The Category is expected to grow at around 5.8% CAGR 2023-2027(7) driven by the rising demand from developing countries such as Mexico and Brazil. In parallel, innovation and premiumization will fuel growth in developed countries. The market is mainly fragmented among top players such as BIC, Newell Brands, Pilot and local family-owned groups. In 2023, BIC maintained its #2 global manufacturer position with circa 9% market share, benefiting from strong positions in both developed and developing markets.

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. In 2024, BIC notably gained share in Writing Instruments in developed markets such as France, Mexico and Middle East and Africa.

Breakdown of the Writing Instruments market

(In value – Euromonitor 2023 and BIC estimates)

 

By region (BIC estimates)
BIC2024_URD_EN_I016_HD.jpg

 

By product segment (BIC estimates)
BIC2024_URD_EN_I017_HD.jpg

 

main market leaders (Euromonitor)
BIC2024_URD_EN_I018_HD.jpg

 

BIC’s market share by segment (bic estimates)
BIC2024_URD_EN_I019_HD.jpg

 

BIC’s Market share by region - 2024
BIC2024_URD_EN_I020_HD.jpg

 

 

Creative Expression markets

The Arts and Crafts market is a large market experiencing mid-single-digit growth (estimated at 11.6 billion euros in 2023)(8). The market is expected to grow by 4.4% (CAGR 2022 – 2027) 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.

The Skin Creative market, estimated at 7.7 billion euros in 2023, includes the permanent tattoos and the “Do it Yourself” Skin Creative segments. The market is expected to grow 1.2% (CAGR 2023-2027) (1). The fast-growing “Do it Yourself” Skin Creative segment includes temporary tattoo markers, temporary decals, henna tattoos and semi-permanent tattoos. 

Digital Expression market

The Digital Writing market was estimated at 6.6 billion euros in 2023 (1). As technology is improving and becoming more affordable, this market should grow by 6.6% CAGR 2022-2027 to weigh above 8.8 billion euros. It encompasses four main sub-segments: digital notebooks, smart pens, slate tablets, and stylus for tablets.

BIC’s Brand Portfolio in Human Expression

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 BIC as an umbrella to drive attractiveness and consumer engagement, including Tipp-ex®, Wite-Out® and, more recently BodyMark® by BIC.

With Horizon, BIC started to migrate to a “house brands” strategy, where each brand has a different meaning for consumers. The acquisitions of Rocketbook, Inkbox® and Tattly® further strengthens this approach. BIC’s Human Expression division now offers a diversified panorama of brands, where consumers can each see themselves reflected and find their “own” brand favorites.

 

BIC2022_URD_EN_G019_HD.jpg
BIC’s Distribution Channels

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 as the Group pursues its objective to be an 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 remains a key period. BIC offers consumers a tremendous range of school and college products through numerous displays, theatralization (for example the iconic school bus display in Europe) and merchandising tools.

Office and school supply companies remains a critical distribution channel where BIC has a strong position thanks to the quality, reliability and value for money positioning of its product, all even more important for companies, administrations and schools.

e-Commerce is a central development focus for BIC and the Group has leading positions in Stationery online in key markets such as France, the UK and the US.

1.4.1.2Flame for Life – Lighters

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

BIC’s market and positioning

The worldwide pocket lighter market is estimated at 16.5 billion units (€6.6 billion in value) (9).

Breakdown of the global pocket lighter market in 2023

(BIC estimates – in value)

 

By region
BIC2024_URD_EN_I021_HD.jpg

 

By product segment (excluding Asia)
BIC2024_URD_EN_I022_HD.jpg

 

Market leaders (excluding Asia)
BIC2024_URD_EN_I023_HD.jpg

 

BIC’s leadership position and market shares

BIC is #1 worldwide in branded pocket lighters in value, with almost a 50% share in value in 2023 (excluding Asia) and leading positions in key geographies including North America, Latin America and Europe. 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® pocket lighter market share in value (excluding Asia)

(BIC estimates - in value)

BIC2024_URD_EN_I024_HD.jpg

 

Safety and quality, key differentiators for BIC

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:

All too often, low-cost lighters fail to comply with safety standards. Since the late 1980s, lighter models imported from Asian countries have gained market share. They currently account for over half of the global market (in volume).

BIC has been defending its position in this competitive landscape since its creation and advocates for enhanced lighter safety and quality. BIC® lighters comply with even more stringent safety, quality and performance requirements. For example, the gas reservoirs of BIC® lighters are made from POM (PolyOxyMethylene), a high-performance resin with very high impact resistance. This means that BIC® lighters contain more gas, allowing more ignitions thanks to their wall’s thinness. They are also filled with pure isobutane, which ensures the flame’s stability throughout the lighter’s life.

Towards a more value-driven model through trade-up and innovation

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

While BIC’s shift to balance more volume with value in the model for its Lighter business started years ago, this was accelerated with the launch of the Horizon Plan. More recently the following developments were made to support this transformation:

In 2024, added-value lighters, including BIC® EZ Reach, Djeep®, utility and decorated lighters, represented 36% of BIC’s total Lighter Net Sales.

BIC lighter brand portfolio
Logo_BIC_FLAMME_p01_HD.jpg

 

Logo_DJEEP_p01_HD.jpg

 

Addressing all lighting occasions including non-related to tobacco flame usages

An important pillar of BIC’s Flame for Life strategy is to drive growth by expanding to all flame occasions through incremental usages, as lighters have extensive non-smoking-related usages among different consumer activities. In recent years, BIC teams have undertaken extensive research to deepen their knowledge of the different flame usages. One of the main findings confirmed that candles and cooking are the most important non-tobacco-related flame usages in developed and developing regions (Ipsos study – October 2021). These lighting occasions represent a growth opportunity for BIC, well-positioned to answer the usages non-related to tobacco thanks to the strength of its brand.

Total Flame Devices – Share of Lighting Occasion
BIC2023_URD_EN_H013_HD.jpg
Detailed breakdown of flame occasions in the U.S. and Brazil 

 

U.S.
BIC2024_URD_EN_I063_HD.jpg

 

Brazil
BIC2024_URD_EN_I064_HD.jpg
BIC’s Distribution Channels

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”.

In the traditional channel, which is the leading channel for lighters, BIC has strong positions driven by full-distribution based on efficient routes-to-market, and relevant customer and consumer programs driving value to the business: BIC offers a large range of decorated lighters as well as bringing new products to market such as BIC® EZ Reach, addressing everyday needs while generating impulse instore purchases.

In the mass-market channel, BIC focuses on relentless store visibility based on a multi-location presence in store: at the check-out but also throughout affinity aisles such as candle and barbecue.

In e-commerce, in 2024, BIC continued to expand its BIC.com website in the U.S., driven by the “Design my BIC” offer, enabling consumers to create sets of personalized lighters. They can also find appealing special editions, monochrome sets and brand-new series of lighters.

1.4.1.3Blade Excellence – Shavers

BIC’s Blade Excellence division focuses on reinforcing its one-piece business with consumer-driven and sustainable value-added products and capitalizing on our advanced R&D and manufacturing capabilities through the creation of BIC Blade-Tech, the Group’s B2B business which offers high quality shaving solutions to other brands.

BIC’s markets and positioning

The wet shave market was about 12.8 billion euros in 2023 and accounted for around 49% of the hair removal segment (10) in value. The estimate 2023-2027 CAGR(11) for Total Wet-Shave market is +4.6%.

Global wet shave market

(Euromonitor – 2023 - in value)

 

By region
BIC2024_URD_EN_I012_HD.jpg

 

By product segment
BIC2024_URD_EN_I013_HD.jpg

 

Market leaders
BIC2024_URD_EN_I014_HD.jpg

 

The Wet-Shave market is split into three product segments: double-edge, one-piece and refillable. On the highly competitive environment of the one-piece and refillable segments, growth is mostly driven by new products which offer improved performance and added features. A constant ability to innovate is key to maintain a leadership position. With that objective, 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.

The global landscape is dominated by three legacy brands (Gillette, BIC®, Edgewell) though over the last decade “disruptors”, primarily in the U.S. launching as direct-to-consumer brands, have emerged. While such brands have expanded presence by securing distribution in brick and mortar, they are not directly competing with BIC given their refillable segment focus.

BIC’s market share in the non-refillable shavers segment

BIC is the #3 worldwide player, with almost 7%(12) of the total wet shave segment. In the non-refillable segment (disposable), BIC ranks #2 worldwide with a 24% market share (13). The Group holds leadership positions in Europe where it became #2 in 2024, in the United States and in Latin America.

 

BIC2024_URD_EN_I015_HD.jpg

 

BIC’s product portfolio aiming for more innovative and sustainable products

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

Over the last decade and supported by the implementation of the Horizon strategy, 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:

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

 

BIC Blade-Tech

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. 

 

Tangle Teezer

In 2024, BIC expanded its presence in the personal grooming industry with the acquisition of Tangle Teezer a market-leading, detangling haircare brand, supporting BIC’s Horizon strategy by gaining exposure to a scaled, fast-growing and profitable business. This acquisition enables BIC to access a promising and large total adressable market of € 4.5 billion euros, growing at an average annual rate of +10%  (Company estimates: CAGR 2023-2027). 

Other products

These include various strategic and tactical operations:

1.4.2Research and innovation

BIC’s R&D organization goals and missions

Since its creation, one of BIC’s core ambitions has been to reimagine everyday essentials through new products and ground-breaking ideas, making research and innovation part and parcel of the Group’s DNA. BIC’s R&D organization ensures product quality and reliability while developing and delivering winning solutions for all consumers that build loyalty, relevance, and satisfaction. BIC is focused on enhancing consumer insight capabilities and speeding up the pace of innovative new product launches internally or through partnerships to address consumer needs and desires, or anticipate them.

With the launch of the Horizon Plan in November 2020, BIC took another step towards accelerating sustainable and consumer‐driven innovation. R&D teams are relentlessly working on how to develop products desired by consumers.

In 2024, BIC invested 1.1% of sales in R&D.

Product innovation

In Human Expression, BIC continuously innovates to bring state-of-the-art writing technology to its consumers. Some of the most recent product innovations include:

BIC’s increased focus on sustainability has also led to the launch in the past years of several innovative products with environmental benefits, creating a step forward to reducing our carbon footprint such as BIC® Ecolutions Gel made from 78% ocean-bound recycled plastic while the paperboard packaging is made of 100% recycled content and is recyclable.

In Flame for Life, the category owns unique manufacturing processes and R&D, with a strong and ongoing focus on maintaining safety and quality. New product designs and process innovation in gas lighters are strictly controlled. A lighter not properly designed or manufactured can be potentially dangerous. Every BIC® lighter remains a safe and reliable product throughout its entire life cycle. Some of the most recent product innovations include:

In Blade Excellence, some of the most recent innovations include:

1.4.3Manufacturing footprint

More than 90% of Group Net Sales are generated in BIC's 23 owned factories around the world.

Manufacturing locations
BIC2024_URD_EN_I010_HD.jpg
Existing or planned property, plant and equipment (including leased assets)

 

Country

Use

Location

Own / Lease

Activities

BRAZIL

Offices

Barueri

Lease

-

Factory and warehouse

Manaus

Own

Human Expression (Stationery)

Flame for Life (Lighters)

Blade Excellence (Shavers)

CANADA

Offices and warehouse

Toronto

Own

-

CHINA

Factory

Nantong

Own

Flame for Life (Lighters)

FRANCE

Offices

Clichy

Lease

-

Factories

Boulogne

Own

-

 

Cernay

Own

Human Expression (Stationery)

 

Guidel

Own

Flame for Life (Lighters)

 

Longueil-Sainte-Marie

Own

Blade Excellence (Shavers)

 

Montévrain

Own

Human Expression (Stationery)

 

Redon

Own

Flame for Life (Lighters)

 

Samer

Own

Human Expression (Stationery)

GREECE

Offices and factory

Anixi

Own

Blade Excellence (Shavers)

INDIA

Offices

Mumbai

Lease

-

Factories

Daman

Own

Human Expression (Stationery)

 

Karembeli

Own

Human Expression (Stationery)

KENYA

Offices and factory

Nairobi

Lease

Human Expression (Stationery)

MEXICO

Offices

Ciudad de México

Lease

-

Offices and warehouse

Tlalnepantla

Lease

-

Factory

Cuautitlán

Own

Human Expression (Stationery)

Factory and packaging

Saltillo

Lease

Blade Excellence (Shavers)

Human Expression (Stationery)

NIGERIA

Offices

Lagos

Lease

-

Factory

Shagamu

Lease

Human Expression (Stationery)

SLOVAKIA

Packaging

Sered

Lease

-

SOUTH AFRICA

Offices, factory and warehouse 

Johannesburg

Lease

Human Expression (Stationery)

SPAIN

Offices

Barcelona

Lease

-

 

Offices and factories

Tarragona

Own

Flame for Life (Lighters)

Advertising and Promotional products

TUNISIA

Factory

Bizerte

Own

Human Expression (Stationery)

UNITED STATES

Offices

Shelton, CT

Own

-

Factory

Milford, CT

Own

Flame for Life (Lighters)

Factory, warehouse and packaging 

Charlotte, NC

Own and lease

Human Expression (semi permanent tattoos)

(1)
Does not include Unallocated costs, mainly related to corporate costs, amounting to (85.1) million euros in 2024.
(2)
Does not include Unallocated costs, mainly related to corporate costs, amounting to (84.6) million euros in 2024.
(3)
The share of renewable electricity for 2023 was corrected to include administrative and commercial entities.
(4)
This outlook does not reflect possible impacts from the fluid trading environment, particularly changes in US tariffs
(5)
Euromonitor and BIC estimates.
(6)
Source: Euromonitor Writing & Coloring Instruments 2023 in retail value, incl. pens & pencils refills.
(7)
Source: BIC estimates.
(8)
BIC estimates.
(9)
Global Pocket Lighter Market Report 2023. BIC estimates. The methodology has changed in 2023, now including 30 countries vs 17 previously. 
(10)
Hair-Removal segment includes disposable & system razors for wet shaving, depilatory creams/gels/sugars/waxes, bleaches for use at home, electric shavers & depilatories and Preps for men and women. Total Wet-Shave includes all the refillable and disposable Razor & Blades for men & women.
(11)
Euromonitor 2023, Global stats. YoY 2023 exchange rates.
(12)
Source: Euromonitor 2023 – in value. YoY exchange rate.
(13)
Source: IRI/NIQ MAT November 2024 – in value.

Risk factors and management

Introduction

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

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

The risk factors set forth 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 has taken a series of measures to mitigate the risks as described in section 2.2 Description and mitigation of main risk factors and 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.

 

 

2.1.Main risks and risk assessment

BIC2024_URD_EN_I025_HD.jpg

Risk Category

Risk Type

Risk Rating (a)

Low

Medium

High

Industrial and Commercial Risks

Consumer Demand and Growth (b)

 

 

X

 

Retail Disruption and Consolidation (b)

 

X

 

 

Supply Chain and Production (b)

 

X

 

 

Cybersecurity (b)

 

X

 

 

Net Sales Regional Concentration

 

X

 

 

Mergers & Acquisitions within BIC’s 
Horizon Strategic Plan

 

X

 

 

Product Safety

 

X

 

Environmental Risks

Plastic and Climate Change

 

X

 

Intellectual, Brand and Image Risks

Counterfeiting, Parallel Imports, and Non-compliant Products from Competition

 

X

 

Legal and Regulatory Risks

Increased Regulations

 

X

 

Social and Human Risks

Non-respect of Human Rights and Business Ethics

 

X

 

  • Risk Rating is the product of Impact x Likelihood.
  • Most material risks.

 

Geopolitical Landscape

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 Russia and Ukraine. In 2024, Russia and Ukraine accounted for less than 3% total BIC Net Sales.

Currently, BIC has restricted its product range to cover essential shaving, writing, and household items only, such as lighters, and has paused all advertising, promotion, and capital investment in Russia. We will continue to monitor and comply with any new regulatory decisions, such as sanctions, and remain diligent in protecting our team members in the region. BIC maintains complete control of its brand and intellectual property in Russia to counter any potential moves for brand appropriation.

Please refer to risks related to “Supply Chain and Production.”

2.2.Description and mitigation of main risk factors

Consumer Demand and Growth

BIC is exposed to changing consumer trends, preferences and needs impacting all three categories – Human Expression, Flame for Life and Blade Excellence. Global consumer trends may include:

  • growth in Digital Writing technology;
  • reduced tobacco use or switch to e-cigarettes;
  • changing shaving habits.

Risk Rating: High

 

 

Potential Impact on BIC:

  • a lack of viable responses would impact sales and profitability;
  • changing consumer habits impacting BIC’s three categories might result in:
    • a shift to digital versus Stationery,
    • lower tobacco consumption and e-cigarettes impacting Lighters use,
    • less frequent shaving in Shavers.

 

Examples of Risk Mitigation:

  • focus Research & Development (R&D) on product innovations and brand positioning to address changes in consumer demand and needs (e.g. Lighter decors, personalization through BIC Graphic and Design my BIC);
  • adopt a Consumer-lens to category expansion (e.g. EZ ReachTM Lighter, Skin Creative);
  • expand in fast-growing Creative Expression and Digital Writing markets (e.g. Rocketbook® and AMI acquisitions, Skin Creative: BodyMark® Innovation plus Inkbox®, and TattlyTM acquisitions);
  • focus on sales growth in Developing Markets particularly Eastern Europe and Middle East and Africa.

 

Retail Disruption and Consolidation

BIC® product sales may be adversely impacted by:

  • potential mergers between retail customers;
  • sales shift from brick and mortar to online/e-commerce;
  • the potential reduction in pricing power related to pressure from retailers for lower pricing, increased promotional programs, and direct-to-consumer channels;
  • increase in counterfeit products.

Risk Rating: Medium

 

 

Potential Impact on BIC:

  • changing consumer buying habits may reduce pricing power through e-commerce channels and impact BIC’s sales;
  • retail Consolidation (e.g. buying alliances and customer mergers).

 

Examples of Risk Mitigation:

  • serve consumers wherever they shop across all channels from e-commerce to hypermarkets, stationery stores and small traditional trade stores;
  • expand in e-commerce by covering the spectrum from Pure-Play e-retailers to omni-retailers as well as Direct to Consumer (DtC);
  • compelling consumer displays in retail stores and strengthen search efforts in e-commerce to drive sales conversion;
  • working on anti-counterfeit measures including investment in legal actions.

Supply Chain and Production

As a manufacturer, distributor and seller of consumer products, BIC is exposed to risks related to interruptions in production and internal and external supply chains issues, including:

  • raw material shortages or operational disruptions at suppliers, particularly during the “back-to-school” season in Stationery;
  • disruption in manufacturing and warehousing facilities. Certain products may be concentrated within specific regions, which may be impacted by a catastrophic event;
  • storage and use of hazardous substances including gas for lighters, solvents for permanent markers and dry-wipe markers; and solvents for industrial cleaning processes.

Risk Rating: Medium

 

 

Potential impact on BIC:

  • shortage of raw materials due to supplier business disruption. Potential causes include catastrophic events, changes in formulation, environmental regulations;
  • significant supply chain disruption may lead to BIC’s inability to meet consumer demand and/or commitments;
  • disruptions in manufacturing and interdependencies between sites might impact finished goods distribution;
  • geopolitical disruptions, such as the current crisis in Ukraine, may continue to affect the supply and prices of certain raw materials.

 

Examples of Risk Mitigation:

  • focus on raw materials and packaging supplier risk management, seeking alternative suppliers’ sources;
  • integrated Business Plan platform to ensure sales and production product portfolio is “right sized” by location;
  • focus on logistics supplier risk management and warehousing optimization plan to minimize disruptions to distribution (sea and road freight);
  • people and Capabilities programs are in place to enhance the strategy and maturity of functions required for global supply chain disruptions;
  • continuous footprint review process in place to reduce business continuity risk by bringing manufacturing closer to markets where appropriate.

In all BIC factories:

  • implementation and monitoring of preventive and safety measures for gas and solvent storage areas;
  • suitable control devices and equipment are in place to minimize risks from hazardous chemical substances;
  • prioritization of fire prevention systems including fire detection and control equipment;
  • perform hazard and risk assessments;
  • identify, assess and prevent incidents and accidents;
  • ongoing compliance with local regulatory requirements;
  • training programs to back up the critical processes, ensure flexibility to cover market needs; to recognize potential hazards, as well as to take preventive and corrective action;
  • maintenance programs to protect key equipment and technical processes.

The European Union SEVESO Directive identifies industrial sites that could pose significant accident risks. The SEVESO classified plants have emergency procedure protocols (plan d’opération interne and plan particulier d’intervention) and a major hazard prevention policy. All our SEVESO plants (Redon and Tarragona lighter factories, and BIMA stationery factory in Cernay) have implemented a safety management system according to SEVESO.

All other plants have equivalent emergency plans to address risks with potential local consequences.

Cybersecurity

In today’s digitally connected world, the frequency and sophistication of cyber-attacks are increasing, and BIC depends on resilient information technology (IT) systems and networks to operate our business and deliver quality products to consumers.

A cyber-attack could result in:

  • operational delays or production downtimes;
  • loss, corruption or compromise of data, confidential information, intellectual property, or otherwise protected information;
  • security or data breaches;
  • failure, manipulation, or improper use of BIC or third-party systems and networks;
  • inaccurate financial reporting, financial losses from remedial actions, loss of business, or potential liability, regulatory fines and/or reputational damage.

Risk Rating: Medium

 

 

Potential Impact on BIC:

  • unauthorized access, use, or disclosure of confidential or sensitive information, such as customer data, trade secrets, intellectual property, or personal information;
  • disruption, misappropriation or damage to information systems, networks, or devices due to cyber-attacks, such as ransomware, malware, phishing, denial-of-service, or other malicious activities;
  • financial loss, data breach, reputational damage, or legal and regulatory consequences from cyber fraud, such as business email compromise (BEC).

 

Examples of Risk Mitigation:

  • established a cybersecurity organization and execute a multi-year strategy aligned with IT transformation;
  • application of preventative security controls (e.g., multifactor authentication and email filtering), detection and response capabilities;
  • requiring all employees to complete annual security awareness training and reinforce the training with periodic phishing and awareness campaigns;
  • conducted internal risk assessments and partnered with third parties to perform security assessments of BIC IT infrastructure and applications;
  • strict application of incident response plans and playbooks to minimize the impact and speed recovery from a cyber-attack.

 

Net Sales Regional Concentration

BIC’s Net Sales are concentrated in a few key markets, notably the U.S., Brazil, and France.

Risk Rating: Medium

 

 

Potential impact on BIC:

  • such concentration of revenue generation potentially exposes BIC to risks of shifting consumer demand or regulatory environment in those markets.

 

Examples of Risk Mitigation:

  • ongoing focus on sales in Developing Markets (Middle East and Africa, India, Mexico) and diversification in Europe;
  • Roll-out of a portfolio approach (e.g. Europe focus on strengthening Lighters).

Mergers & Acquisitions within BIC’s Horizon Strategic Plan

BIC’s Horizon strategic roadmap includes targeted acquisitions to strengthen BIC’s existing activities and expand into adjacent growth businesses.

Risk Rating: Medium

 

 

Potential impact on BIC:

  • challenge to identify and execute strategic acquisitions at attractive valuations;
  • difficulty in efficiently integrating acquired companies, resulting in a lower value capture impacting return on investment.

 

Examples of Risk Mitigation:

  • dedicated, centrally led M&A, Value Capture and Integration (VCI) teams are in place, made up of professionals with extensive M&A backgrounds;
  • disciplined M&A and Value Capture & Integration Processes & Playbooks have been established with strong governance and clear accountability;
  • disciplined governance process supports pipeline development, target company evaluation and due diligence, and financial return expectations of deals;
  • application of a VCI planning and execution process to govern cross-functional integration, focused on establishing the adequate Operating Model to enable delivery of the synergies and value capture initiatives.

 

Product Safety

The risk related to product safety and consumer health and safety by placing non-compliant or unsafe products on the market.

Risk Rating: Medium

 

 

Potential impact on BIC:

  • impact on consumer health and safety;
  • impact on the Brand image (consumers), BIC’s reputation and business interests;
  • potential costs associated with possible market withdrawal, recall, fines and lawsuits.

 

Examples of Risk Mitigation:

  • the Product Safety Statement includes commitments and processes to ensure that products designed and manufactured by the Group and sourced from Original Equipment Manufacturers (OEM) are safe for the health and the environment;
  • BIC embeds regulatory compliance and product safety risk management into its strategy through a rigorous set of processes. The quality of the million products that BIC supplies every day is assured by a robust quality system and is systematically controlled by multiple tests;
  • consumer health and safety considerations are part of product design and manufacturing. The Product Safety Team collects and shares crucial information about the chemicals used by the Product Development Team to ensure that responsible chemistry criteria are being met. The product Safety team works closely with the product Development teams and legal to stay abreast of regulatory changes and act proactively;
  • for BIC trademark license agreements licensee must observe regulatory compliance and follow the applicable product safety protocols (e.g., Lighters).

For further information please see section 3.1.9 Consumers and end-users.

Plastics and Climate Change

Major risks for BIC are:

  • risks related to plastics encompass:
    • upstream risks: with this material being used in BIC® products this is subject to price volatility and availability,
    • downstream risks: with potential issues surrounding pollution from plastic waste. In addition, and although BIC® products are not single-use, the regulatory environment surrounding plastics and packaging is becoming increasingly stringent (Extended Producer Responsibility),
    • some national and regional regulations are moving towards the establishment of collection and recycling systems for both products and packaging. Consumers and public opinion also hold increasingly negative views regarding such products;
  • risks related to climate change include:
    • risk of an increase in raw material costs due to potential carbon taxes,
    • energy efficiency programs, carbon capture and other measures by suppliers might increase raw material production costs,
    • risk of an increase in the cost of alternative plastic sourcing due to growing competition and of quality issues,
    • extreme weather changes and climate risks that might affect our operations, suppliers, transportation routes and cost to operate.

Risk Rating: Medium

 

 

Potential Impact on BIC:

The potential impacts on BIC include:

  • increased cost of raw materials;
  • availability and price volatility of plastics;
  • brand image deterioration due to plastic in our products;
  • heightened regulations on plastics, impacting BIC’s direct or indirect operations;
  • regulatory pressure affecting operating costs;
  • disruption or interruption to production activities due to extreme weather events (floods, fires, heat stress) related to climate change;
  • environmental labelling of products, thereby impacting sales.

 

Examples of Risk Mitigation:

  • a Sustainable Development Program – Writing The Future Together – designed to limit the environmental impact of BIC’s activities. This covers BIC’s activities, products and supply chain, and it is embedded in our Horizon Plan strategy and commitments, including:
    • fostering sustainable innovation in BIC products:
      • by 2025: improving the environmental footprint of BIC® products,
      • by 2025: 100% of BIC’s consumer plastic packaging will be reusable recyclable or compostable,
      • by 2030: BIC aims for 50% non-virgin petroleum plastic for its products;
    • by 2025, the use of 100% renewable electricity.

At BIC, we use what we call a 4 R philosophy that we use to guide us when developing products:

  • reduce the consumption of materials;
  • use recycled or alternative materials;
  • design and manufacture refillable products and packaging whenever possible; and
  • design and manufacture recyclable products and packaging.

In 2024, BIC undertook a Double Materiality Assessment to review the physical risks from climate change to all its facilities and those of some contract manufacturers and suppliers. The analysis included 267 facilities globally, including manufacturing centers, offices, warehouses and land owned by a third-party supplier or owned and leased by BIC. This analysis will be updated annually.

The climate hazards in the analysis included extreme weather events. A number of the facilities exposed are not owned by the Group.

All these initiatives and those mentioned in the Group’s sustainable development Strategy in Chapter 3 help mitigate the risks.

Counterfeiting/gray goods, Parallel Imports and Non-compliant Products from Competitors

Counterfeits of the well-known BIC products circulate throughout Africa, the Middle East, Eastern Europe and South America. A recent trend shows an increase in counterfeits in North America. They are mostly manufactured in Asia. These counterfeits, often of low quality, are mainly focused on our products’ shape and on the BIC® trademark. Grey goods (i.e., genuine BIC products made for specific markets and smuggled into another country) that could violate regulations also pose product recall risks, particularly in the United States.

Particularly in the European Union and Middle East Africa, the Group also faces competition from low-cost lighters that often do not comply with safety standards, ISO 9994 international safety standard, and the child resistance standard.

Risk Rating: Medium

 

 

Potential impact on BIC:

  • impact on the Brand image (Consumers) BIC reputation;
  • unfair competition with non-conform or counterfeit products;
  • costs associated with possible market withdrawal or recall and/or fines.

 

Examples of Risk Mitigation:

  • the Legal Department leads the relevant courses of action against such counterfeits, grey goods and non-compliant products by closely working with local authorities and law enforcement agencies including:
    • judicial and administrative actions,
    • monitoring program of leading e-commerce platforms,
    • market surveillance, traceability measures, and collaboration with local authorities to prevent illegal imports of grey goods to the U.S;
  • BIC also targets non-compliant lighters through engagement efforts geared towards stakeholder such as customers, market surveillance authorities, European Union (EU) Commission, EU Parliament, etc.;
  • the Group continues to advocate to reinforce market surveillance in Europe and help shape regulations such as the EU’s General Product Safety Regulation issued in 2023;
  • over the past years, BIC worked to improve lighter safety standards in Mexico, advocated in Brazil for a return to strict legislation on lighter market surveillance and strengthened market surveillance campaigns in Argentina. For example, in 2024, following fruitful engagements, lighters are about to be placed again on the priority list for surveillance in Brazil, while in Mexico, an agreement was reached to enhance the ISO (International Standards Organization) lighter safety standard requirements;
  • the ISO 9994 safety standard has become mandatory for the first time in the United States in 2022, in the state of Connecticut, and has expanded to the state of Wisconsin in 2024.

 

Increased Regulations

Restrictions and prohibitions are increasingly common in the fields of chemical substances and plastics, particularly in North America and Europe. Bans on PFAS (per- and polyfluoroalkyl substances) on the two continents are coming within the next five years. In the EU, the “European Green Deal” scheme aiming at making Europe the first carbon neutral continent by 2050, includes an ambitious plan “the Ecodesign plan for Sustainable Products Regulation” (ESPR). The purpose of the regulation is to define rules to make products more sustainable. More local regulations are imposing circular economy schemes (Extended Producer Responsibility).

Risk Rating: Medium

Potential impact on BIC:

  • impact on manufacturing processes and business interests;
  • reputation damage and impact on the Brand image (Consumer);
  • legal actions against BIC.

 

Examples of Risk Mitigation:

BIC closely monitors announced regulatory changes and voices relevant technical and legal arguments:

  • together with other European manufacturers, BIC continues to sustain its interpretation of the scope of the EU’s CLP regulation (Classification, Labelling, Packaging);
  • in 2024, BIC formed a consortium with other blade manufacturers to to address global regulatory developments around Per- and polyfluoroalkyl substances (PFAS) usage by providing awareness of ingredients, technologies, and innovations in the razor blades industry. In the U.S., a class action suit against BIC for lack of information on shaver packaging related to PFAS was voluntarily dismissed.

Non-respect of Human Rights and Business Ethics

This risk includes non-compliance with fundamental human rights such as child labor, forced labor, or discrimination, as well as business ethics such as corruption.

Risk Rating: Medium

 

 

Potential Impact on BIC:

  • reputation damage and impact on the Brand image (Consumer);
  • legal actions against BIC;
  • fines.

 

Examples of Risk Mitigation:

  • BIC’s Code of Conduct and related policies apply to BIC worldwide and reflect its commitment to conduct business ethically and in compliance with human rights and fundamental freedoms. Mandatory trainings are delivered to employees to raise awareness;
  • BIC expects all its business partners to comply with its Code of Conduct. For example, BIC’s Supplier Code of Conduct outlines its expectations with respect to responsible sourcing, including human rights and business ethics;
  • BIC regularly monitors the implementation of its Code of Conduct principles and requirements through internal and external audits;
  • Risks related to business ethics are mapped and regularly updated to ensure continuous monitoring as well as adequate and effective remedial measures (section 3.1.10.2.4 Prevention and detection of corruption and bribery and 3.2.3.1 Methodology);
  • BIC Speak Up program allows management and mitigation of potential risks and violations (section 3.2.5.3 Whistleblowing Mechanism and Reporting System);
  • More than 90% of BIC’s net sales come from products made in its factories, thus, reliance on contract manufacturing is relatively low.

Further information can be found in chapter 3.

2.3.Risk Management and Internal Control Procedures implemented by the Company and Insurance

 

2.3.1Risk Management and Internal Control definitions and objectives

2.3.1.1Adoption of the Principles of the AMF’s Reference Framework for Risk Management and Internal Control Systems

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 by the Working Group chaired by Olivier Poupart-Lafarge 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.

a)Risk management

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

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

Risk management also helps to:

 

b)Internal control

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

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

2.3.1.2Scope of Risk Management and Internal Control

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:

Supporting principles and systems have been established in all relevant areas and subsidiaries, considering local specificities and regulations. These principles are also known to and followed by the various centralized Group departments.

The Risk Management principles also apply to any entity joining the Group. Whenever possible, the Group asks its subcontractors and suppliers to also comply with these principles.

2.3.1.3Limitations of Risk Management and Internal Control Systems

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.

2.3.2Components of risk management and internal control of the Company and its subsidiaries

The effectiveness of risk management and internal control systems depends on their fundamentals and adoption by the Company.

2.3.2.1Control Environment

a)Organization

The Group has implemented a structured internal control system giving the appropriate guidelines and responsibilities to achieve the objectives laid down by the Board of Directors and Executive Committee. This organization is based on the definition of responsibilities and objectives by Management and then shared individually with team members.

b)Main Tools and Procedures

Various tools and procedures have been put in place to support this structure and measure its effectiveness. The primary tools shared by all Group entities include:

Most BIC entities use fully integrated systems (ERP) to help manage the business and report financial data using consolidation and management software (see section 2.3.2.4 Internal Control Procedures).

Continents and countries oversee implementing operating procedures to secure access, back-up and recovery of critical system data.

2.3.2.2Dissemination of relevant and reliable information

The Company has implemented efficient information dissemination processes and systems that allow accurate communication to be shared with the appropriate level of responsibility and authority. The tools used to accomplish this range from IT (Information Technology) solutions (including the Group intranet, the financial consolidation software, the integrated system implemented per continent, etc.) to existing procedures that encompass information management.

These information tools support the Company’s overall internal control system and help with decision-making and follow-up for the achievement of Management’s objectives.

2.3.2.3Risk Management Process

One of the goals of risk management is to address key existing, new, evolving and emerging risks that may significantly impact the Company by leveraging a variety of internal and external mitigation processes and/or external insurance protection.

The Group Risk Management Department consists of Enterprise Risk Management (ERM), Insurance Risk Management and Risk Advisory teams.

BIC’s ERM is based on industry standard risk management principles from the Autorité des Marchés Financiers (AMF), the International Organization for Standardization (“ISO”), the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

BIC’s ERM approach consists of five steps: risk identification, risk assessment, risk mitigation, risk monitoring and risk management. This approach has been memorialized into the Group ERM Policy which outlines the risk management program and supporting processes under Enterprise Risk Management. This policy views risk management as an integrated business process essential to the overall sustainability and success of the business and it applies to all divisions and subsidiaries of BIC.

 

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1.Risk Identification

Risk identification establishes the exposure of the Company to risk and uncertainty. The process highlights the main risks arising from both external and internal sources. All risks are categorized into a standard hierarchy based on common root causes that begin with four primary risk categories (Strategic, Regulatory, Financial, and Operating). The risk register contains risk types and respective statements.

The ERM team conducts an annual global risk mapping exercise, challenging the answers received when necessary. It also consolidates the documents and weighs the impact as input for the Group Risk Matrix. This matrix provides the impact for BIC for all risk under the risk register.

In addition to the annual risk mapping assessment led by Enterprise Risk Management team, in 2023, two legally required risk mapping exercises have also been conducted. They include the required anti-corruption risk mapping under the French law 2016-1691 of December 9, 2016, also known as the Sapin II Law, as well as the duty of risk monitoring obligation required under French law 2017-399 of March 27, 2017, also known as the Duty of Vigilance. Identified risks proceed to the next step in our risk management process.

2.Risk Assessment

Once a risk is identified, its profile is assessed to develop a common understanding of the top drivers and evaluate potential scenarios. A standardized risk assessment methodology is applied to define the Risk Rating, Risk Mitigation Effectiveness, Course of Action, Risk Outlook and Velocity.

The risk assessment process helps to prioritize risks. Prioritized risks then proceed to the next step.

3.Risk Mitigation

Under the ERM framework, risk owners are assigned. This individual oversees the development and execution of an aligned mitigation plan which includes an overview of the risk, most likely scenario, specific mitigation plans (short and long term), and progress against initiatives. Since these risks have the potential to impact our ability to deliver our strategic plans, mitigation plans are embedded into the Company’s planning processes and risk owners’ objectives as appropriate.

To document and track progress against mitigation plans, we use identified Key Performance Indicators (KPIs).

The Executive Committee manages the major risks identified in BIC’s risk mapping. All other risks identified are managed by their respective entity following the ERM framework. Group Risk Management reviews risk mitigation actions and partners with the organization to enhance them as appropriate.

In addition, there are a series of procedures (see section 2.3.2.4 Internal Control Procedures). The Executive Committee, Group Functions, and Management monitor risks across the organization on an ongoing basis, including:

An annual review of the Insurance coverage process also takes place: see Group Presentation – section 2.3.4 Insurance – Coverage of risks.

4.Risk Monitoring

Once mitigation plans are aligned, ERM team governs the process with the risk owners to review the effectiveness of risk actions and adjust as necessary. Standardized risk templates are leveraged to help guide these discussions, providing summary information by risk. The cadence and level of these reviews varies based on the type and magnitude of the risk.

Executive Risk Owners lead the discussions for the major risks with the Executive Committee supported by the ERM team. The ERM team debriefs the Audit Committee and Board of Directors on major risks at least once a year, post Executive Committee Risk Reviews.

Locally identified risks are reported to the ERM team annually and reviewed by the local leadership team prior to submission.

5.Risk Management

Risks impact and mitigation plans are embedded in core processes as appropriate such as Strategic Planning Process, Capital Planning, Core Operating Processes, Vigilance Plan, Project Management, etc. The prioritization of investments due to risk exposure and the need to improve risk mitigation efforts is another example of how the organization embeds risk management into core processes.

2.3.2.4Internal Control Procedures

a)Internal Control Procedures Related to the Preparation of Accounting and Financial Information Published by the Company

The accounting and financial information are prepared in compliance with the IFRS (International Financial Reporting Standards) as adopted by the European Union, for both internal and external reporting.

The information follows a bottom-up reporting process from the local statutory accounts to the consolidated and management financial statements. This reporting is done using consolidation software following each monthly closing.

Finance teams in each subsidiary report accounting and financial information to the business unit finance teams and then to the Group.

Local External Auditors audit the IFRS package (country financial statements) for the largest entities. Statutory Auditors prepare memorandums and a summary of significant comments for the Group.

Cost controllers work closely with operations and report to local Management and functionally to the continent/category Finance Director.

The Group developed a Controllers’ Manual of policies and internal procedures that is observed by Finance Directors in the subsidiaries. This review is ongoing, with key policies and procedures updated and validated by functional managers as required. When a new policy is established, or an existing policy is updated or enhanced, the information is communicated and posted on BIC’s intranet and is also cascaded down to all subsidiaries by the Executive Committee or the Policy owner

The reporting procedures within the Group are as follows:

The account closing process includes the following:

b)Other Internal Control Procedures

Internal control is decentralized within the Group. It is thus the responsibility of each organization (subsidiary, department, category, continent, etc.) to establish the relevant policies and procedures in all relevant sectors to support the objectives and definition of internal control.

However, as a global framework, the Group Controllers Manual, which includes the Global Risk and Control Matrix, provides general guidelines for internal controls.

The Group’s main procedures are described below.

Purchasing and Capital Investment Procedures

Any commitment to purchase capital investments and goods and services is subject to proper authorization. Authorization drives all other steps in the process, from acknowledgment of receipt of the purchased goods or service to payment of vendors.

The Group has implemented an authorization matrix that identifies the level of responsibilities required in accordance with the amount to be committed. All authorizations must be formalized in the appropriate form or via the IT systems.

This approval process is the cornerstone of the three-way matching procedure applied within the Group. Starting with an approved purchase order, it requires that matching is performed at the following stages:

The three-way matching process ensures the segregation of duties principle is applied and allows clear tracking of the validity of transactions throughout the purchasing process.

In terms of capital expenditure, an additional step is required to approve the purchase. Prior to any investment, proper documentation is required. It contains all necessary information such as description and return on investment, approvals to reflect the level of commitment. Once implemented, approved capital expenditures are reviewed to ensure alignment with original business case financial targets.

In terms of organization, procurement is segregated from the purchasing function. The goal is to mitigate any risk of overlapping responsibilities. This process also centralizes the procurement flows for strategic materials at the Group level. This is intended to better control demand and the level of financial commitment.

Finally, vendor management, including the suppliers’ database, also follows specific control procedures and rules.

Selling Procedures

The selling procedures follow common rules and principles. They are tailored for local markets and customers, based on the existing nature of transactions.

These common principles mainly address:

Similar to relationships with suppliers, procedures address customers’ master file management, including the creation of new accounts, the cash allocation process for payment receipts and credit management.

Inventory Management Procedures

Inventory Management procedures cover physical possession of goods and their valuation plus monitoring of related flows.

In terms of physical possession, Group policies are provided on top of local regulations. They address:

In terms of valuation, BIC’s costing procedure provides local controllers with Group guidelines and includes local accounting and financial standards.

Cash Management Procedures

Mostly centralized within Group Treasury, some aspects of cash management are kept at the local level. In both instances, procedures are in place to cover:

Centrally, the Group Treasury follows specific procedures regarding its investment portfolio and foreign exchange exposure management. All positions are monitored on a daily basis and are fully marked-to-market at each monthly closing in accordance with the International Financial Reporting Standards (IFRS).

Fixed Asset Management Procedures

Asset security is a top internal control priority with relevant procedures in place within the Group.

With it being essential to ensure that assets are properly recorded, local sites are instructed to perform regular physical inventories and reconcile them with the financial systems.

In addition to the investment authorization process, there are dedicated procedures for all fixed asset movements (i.e., transfers, disposal and sales).

Finally, specific rules are required for the management of the Fixed Asset Registers to support compliance with both local and Group accounting standards and to permit efficient control activities.

2.3.2.5Control activities

All Group levels are involved in control activities to ensure that Group rules, guidelines and procedures are properly applied.

Moreover, the Internal Control & Audit Department provides assurance through its annual audit plan that there is no material discrepancy within Group procedures.

This control covers both operational and financial environments and focuses on:

2.3.3Risk Management and Internal Control approach and structure

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2.3.3.1The Board of Directors

The Board of Directors of Société BIC, always acts in the Company’s interests and is responsible for monitoring its performance. The Board works with the Chief Executive Officer to build a vision and a set of expectations and guidelines. It must also review and approve the Company’s strategic objectives.

2.3.3.2The Executive Committee

The BIC Executive Committee consists of leaders who meet regularly and work closely with Gonzalve Bich, Chief Executive Officer, to oversee the implementation of strategic objectives approved by the Board of Directors. (see section 4.1.1.4 Executive Committee as of the date of this Universal Registration Document).

Including Gonzalve Bich, the Executive Committee consists of(2):

The Group Supply Chain Officer is responsible for Manufacturing, New Product Research and Development, and Quality Assurance.

The Executive Committee also monitors the strength of internal control processes and the implementation of risk coverage. It also ensures, with the support of the Group Chief Financial Officer, that indicators:

In addition to the budget, forecasts are prepared and revised during the year to monitor target achievement and gain insights into current marketplace dynamics. A three-year strategic planning process is in place to help identify future growth opportunities.

2.3.3.3The Audit Committee

The Audit Committee (see section 4.1.4.3 Committees of the Board of Directors), as part of its remit to support the CEO, regularly monitors the risk management and internal control systems. The Committee holds reviews with the Internal Control and Audit Director and Group Risk Management Director for updates on the work done during the year and gives its opinion on the department’s organization. A summary of internal audit findings, Insurance and ERM programs are shared with the Committee annually.

2.3.3.4The Internal Audit & Advisory (IA&A) Department

The Internal Audit and Advisory Department reports operationally to the Chief Financial Officer and, upon request, to the Executive Committee and the Audit Committee.

This department performs financial, operational and compliance audits and provides an independent assessment regarding the level of compliance with the Group’s policies, and key controls. The IA&A Department focuses on:

The IA&A Department also:

a) The IA&A Department’s Work in 2024

A multi-year audit rotation schedule is in place to ensure that all major sites and key processes are reviewed every five years, on average. The 2024 schedule saw the IA&A Department perform 10 audits in manufacturing and distribution entities, combining initial and follow-up visits and investigations.

These risk-based audits were conducted in line with the methodology and procedures established by the IA&A Department, including:

No significant issues were identified from these audits, however, findings highlighted necessary improvements to increase the effectiveness of select controls. Local Management has shared its response to these recommendations and proposed action plans, together with the related remediation dates and the control owner who is responsible for their implementation.

IA&A regularly follows up on these action plans through its Issue Management Process to ensure timely remediation. The follow-up process includes an automated workflow which allows for efficient monitoring of progress on recommendations on key audit matters. Finally, the best internal control practices identified during these reviews are shared within the Group.

The IA&A Department collects and analyzes the data reported by subsidiaries to enhance the risk-based approach used to establish the annual audit plan and undertake audit work. The results are shared with Group Statutory Auditors and the Audit Committee.

A summary of the work done by the IA&A Department during the year is presented to the Executive Committee and the Audit Committee. This includes an overview of the main audit findings and recommendations, as well as a summary of the risk analysis and progress on action plans.

b)Outlook and Action Plan for 2025

The IA&A Department will continue to focus on:

The risk based annual audit schedule, prepared by the IA&A Department is reviewed by the Chief Financial Officer, approved by the Audit Committee, and satisfies the multi-year rotation principle for site and process reviews.

2.3.3.5The Risk Management Department

The Group Risk Management Department reports to the Chief Financial Officer. Its mission is to deliver strong risk capabilities to protect the Company and its assets. Group Risk Management is responsible for:

Enterprise Risk Management is a framework encompassing processes, capabilities, and culture within the organization to identify, assess, mitigate, monitor, and manage potential enterprise-wide non-routine risks to strengthen the Company’s ability to achieve its strategic objectives.

Insurance Risk Management is the practice of identifying and analyzing loss exposures to minimize the potential financial impact using insurance and preventive risk management practices.

Risk Advisory is designed to ensure decision-making aligns with risk appetite and tolerance and to further enhance business resiliency.

In the course of the above work, Group Risk Management also coordinates risk monitoring in tandem with the Executive Committee, Commercial and Operations Organizations.

2.3.3.6Team members

All team members are involved in internal control processes and risk management activities in line with their respective scope of work. They have access to information used to design, operate and monitor the internal control system. Company’s policies are posted on the intranet site in addition to the Global Risk and Control matrix, and the Speak Up line (refer to section 3.2 Vigilance Plan).

To strengthen the commitment of all team members to internal control, the Group’s mission and values are posted at all Group locations so that all team members have access.

The Company performs an anonymous pulse survey and engagement survey annually to measure multiple aspects of engagement. Team member sentiment is gathered and consolidated in a best-in-class survey tool containing benchmark information. Results are analyzed by the various leadership teams around the globe and then communicated to all participating team members. In partnership with our team members, we develop action plans to address key areas of opportunity and measure progress against those actions throughout the year. In the latest survey run in 2024, we achieved an outstanding 93% response rate. Employee engagement was favorably assessed at 80%, a 1-point increase (+1) versus 2023 results and 6 points above comparable peers average. This improvement reflects our continued commitment to an engaging, inclusive, and productive workplace. Amongst the key drivers, the majority of our team members feel that they are treated with respect at work and are proud to work for BIC.

2.3.4Insurance – coverage of risks

BIC adopts Insurance Risk Management as the practice of identifying and analyzing loss exposures, then minimizing their financial impact via risk transfer.

Group Risk Management is responsible for BIC Insurance Program which is presented to the Audit Committee of the Board at least once a year. Presentations include program governance, structure, premium, coverage, deductible, claims activity, market trends, and other relevant topics about the BIC Insurance Program.

Group Risk Management leverages risk appetite, benchmark analysis, risk financing optimization studies, and actuarial analysis to ensure risk transfer strategies are appropriate.

2.3.4.1Insurance

BIC has a comprehensive insurance program which is used as a risk financing solution to transfer major risks to the insurance marketplace. The Group’s insurance program provides a uniformly high level of risk management and insurance protection for all BIC operating entities. It helps to protect assets and revenue from risks that are insurable or controllable.

Group Risk Management acquires insurance on two tiers:

BIC purchases insurance policies from reputable insurers through broker partners.

BIC maintains the following main international insurance programs:

As a general standard, coverage is based on replacement cost valuation of the insured property and business disruption costs. Some coverage may, however, be capped and/or sub-limited as to total payouts under the terms of the policy.

The overall cost of Group insurance programs with third-party insurers was estimated to be around 8.4 million euros in 2024.

2.3.4.2Self-Insurance

Self-insured or retained risks are also held by BIC. This is typically in the form of insurance policy deductibles, retentions, or other uninsured exposures that may not be insurable in the traditional marketplace.

Additionally, BIC is self-insured through its captive, SLS Insurance Company (SLS), for specific risks faced by its operations in the United States (U.S.). These include:

Group Risk Management acts as SLS Captive Manager and is responsible for its internal governance process including the coordination of premium and policy decisions with Senior Management, and the review of investments strategies, claims activity and financial performance with internal business partners.

SLS Board of Directors meets at least annually to review financial and operational performance, in addition to underwriting and claims reports. An independent firm performs SLS financial statements audits in accordance with Generally Accepted Auditing Standard (GAAS) in the U.S. Audits are performed annually and have had effective passing results to date.

The other Group entities are insured under the traditional insurance program.

(1)
These include full, interim and condensed financial statements and selected financial data derived from such statements, such as net sales releases.
(2)
As of February, 2025
(3)
Such as sales and collection, purchasing and disbursements, fixed assets, inventories, payroll, cash management, and accounting entry processing.

Corporate Social Responsibility and Performance

As required by the Corporate Sustainability Reporting Directive (“CSRD”), BIC’s 2024 Sustainability Statement complies with the European Sustainability Reporting Standards (“ESRS”).

Chapter 3 complies with the following applicable regulations:

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

3.1Sustainability Statement

 

3.1.1General information (ESRS 2)

3.1.1.1General disclosures

3.1.1.1.1General basis for preparation of the Sustainability Statement (BP-1)
Scope of consolidation

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, 2024 in accordance with Article L. 233‑16 of the French Commercial Code, apart from the exemptions stated in the table below.

Tangle Teezer, a premium detangling haircare company, acquired by BIC on December 11, 2024, is not included in the reporting scope.

Some indicators have their own perimeter. Specific perimeters for indicators are systematically mentioned to make reading easier and ensure data understanding. Themes where specificities occur are presented in the table below.

 

Topic

Reporting perimeter

Environmental indicators

Reporting perimeter includes:

  • BIC factories that manufacture finished or semi‑finished products;
  • engineering units and packaging operations with over 50 employees or where operations are subject to government regulations such as SEVESO (EU), PSM or RMP (U.S.);
  • administrative and commercial entities.

For pollution (ESRS E2), key performance indicators are disclosed for Group Supply Chain (GSC) scope.

For packaging indicators (ESRS E5), BIC Graphic, recent acquisitions from 2019, and certain Contract Manufacturers are excluded from key performance indicators’ perimeter.

Human Resources indicators

Reporting perimeter includes:

  • headcount data, which encompasses all BIC employees, including permanent employees and temporary employees (fixed-term contracts, apprentices and interns);
  • data relating to BIC's ‘Own Workforce’, which encompasses all BIC employees plus non-employees; and
  • workforce data, which covers all BIC sites (including factories, offices and remote/mobile workers).

Health and safety indicators

Reporting perimeter includes all Group facilities (offices, industrial facilities) except for the Sibjet site (Djeep) and encompasses the BIC permanent employees, fixed-term contracts, apprenticeships and interns.

 

Value chain coverage

The Sustainability Statement includes important information regarding BIC’s upstream (e.g., BIC Tier 1 Strategic Suppliers(1)) and downstream (e.g., customers and end-users) value chain, that have been identified during the double materiality assessment (DMA – see section  3.1.1.4). BIC has focused its assessment work on:

Omission of specific pieces of information

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  3.1.6.2.2) because this information is considered as sensitive information. The overall relevance of the disclosure regarding inputs is not impaired.

3.1.1.1.2Disclosures in relation to specific circumstances (BP-2)
Time horizons

The reference period for this Sustainability Statement corresponds to the calendar year 2024. 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:

Value chain estimation

To produce the GHG inventory, BIC uses activity-based sources. However, for the following upstream and downstream value chain data, BIC estimates using financial sources:

The emission factors used to build the GHG inventories are updated every year and approved through the GHG inventory tool used by BIC.

Sources of estimation and outcome uncertainty

The data presented in this report is derived from activity-specific information, utilizing the most accurate databases available.

Changes in preparation or presentation of sustainability information

No significant changes were made in the preparation or presentation of sustainability information, except that the scope of environmental metrics—covering carbon, pollution, water, and waste—now includes administrative and commercial entities. This adjustment is reflected in the dedicated sections to ensure data clarity.

Changes to the preparation and presentation of HR information have been made to align with new CSRD reporting requirements, for example calculation of certain metrics for the whole BIC headcount (rather than as previously for permanent employees only). Where comparisons are made to previous year data, explanations are provided in the dedicated sections below on whether data is comparable or if prior year data shown has been recalculated.

Reporting errors in prior periods

Due to errors in the 2023 production data, certain environmental data from 2023 has been corrected. Detailed explanations are provided in the dedicated sections below.

The number of lost-time incidents for 2023 has been updated from 36 to 38, following the classification of two additional incidents as lost-time incidents by authorities after the conclusion of the audit. The 2023 incident rate was adjusted accordingly.

Disclosures stemming from other legislation or generally accepted sustainability reporting pronouncements

BIC reports information stemming from Global Reporting Initiative (GRI) (2) standards which are listed in the corresponding table that is made available on our website on this page: Sustainability report | BIC Investors.

Through its strategy “Writing the Future, Together,” the Group has made commitments aligned with some Sustainable Development Goals (SDG) (3). The table below presents the corresponding sections in the Chapter.

 

Sustainable Development Goals

Corresponding section in the URD

3. Good health and well-being

 3.1.7 / Own workforce (ESRS S1)

 3.1.8 / Workers in the value chain (ESRS S2)

5. Gender equality

 3.1.7 / Own workforce (ESRS S1)

6. Clean water and sanitation

 3.1.5 / Water resources (ESRS E3)

7. Affordable and clean energy

 3.1.3 / Climate change (ESRS E1)

8. Decent work and economic growth

 3.1.3 / Climate change (ESRS E1)

 3.1.6 / Resource use and circular economy (ESRS E5)

 3.1.7 / Own workforce (ESRS S1)

 3.1.8 / Workers in the value chain (ESRS S2)

9. Industry, innovation and infrastructure

 3.1.3 / Climate change (ESRS E1)

 3.1.6 / Resource use and circular economy (ESRS E5)

10. Reduced inequalities

 3.1.7 / Own workforce (ESRS S1)

 3.1.8 / Workers in the value chain (ESRS S2)

12. Responsible consumption and production

 3.1.3 / Climate change (ESRS E1)

 3.1.6 / Resource use and circular economy (ESRS E5)

13. Climate action

 3.1.3 / Climate change (ESRS E1)

14. Life below water

 3.1.3 / Climate change (ESRS E1)

 3.1.6 / Resource use and circular economy (ESRS E5)

16. Peace, justice and strong institutions

 3.1.7 / Own workforce (ESRS S1)

 3.1.8 / Workers in the value chain (ESRS S2)

 3.1.10 / Business conduct (ESRS G1)

Incorporation by reference

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:

 

Specific data points

Corresponding section in the URD

Role of the administrative, management and supervisory bodies
 (ESRS 2 GOV-1)

 4.1.1 / Governance structure

 4.1.2 / Composition of the Board of Directors

 4.1.3 / Changes in the composition of the Board of Directors

 4.1.4 / Operation of the Board of Directors

Integration of sustainability-related performance in incentive schemes
(ESRS 2 GOV-3)

 4.2.1.1 / Variable Remuneration of Gonzalve Bich

Statement on due diligence (ESRS 2 GOV-4)

 3.2 / Vigilance Plan

Risk management and internal controls over sustainability reporting 
(ESRS 2 GOV-5)

 2.1. / Main risks and risk assessment         

 2.2. / Description and mitigation of main risk factors

 2.3. / Risk Management and Internal Control Procedures implemented by the Company and Insurance

Strategy, business model and value chain (ESRS 2 SBM-1)

General presentation of the Group / BIC's Business model 

Product safety – Lighters safety specifications (ESRS S4)

 1.4.1 / Business presentation by division

Especially  1.4.1.2 / Flame for Life – Lighters

 

3.1.1.2Governance

3.1.1.2.1Role of the administrative, management and supervisory bodies (GOV-1)
Composition and diversity of the members of BIC’s administrative, management and supervisory bodies
The Board of Directors

As of December 31, 2024, the Board of Directors is composed of 12 members, including one executive member, Gonzalve Bich, 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  4.1.3.3. 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 five 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.

The Executive Committee

The Executive Committee is composed of 10 members(4), all of whom, except for the CEO, are employees of BIC Group. More details on their profiles and roles are presented in section  4.1.1.4.

Roles and responsibilities of BIC’s administrative, management and supervisory bodies
BIC2024_URD_EN_I036_HD.jpg

The sustainability strategy – informed by the material impacts, risks and opportunities (IROs) – is defined by BIC’s Sustainable Development Department. 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 and BIC’s compliance to regulation. 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 have undertaken several initiatives this year.

First, three specific trainings on the Corporate Sustainability Reporting Directive (CSRD) were organized for the Nominations, Governance and CSR Committee:

Additionally, Marie-Aimée Bich-Dufour, Director and member of the Nominations, Governance and CSR Committee, attended a training program by the French Institute of Directors (IFA) on the CSRD, further strengthening her individual expertise on the topic.

The Nominations, Governance and CSR Committee has consequently enhanced its collective knowledge in 2024 and plans to continue these efforts in 2025. Additional training sessions will be implemented, including presentations on more operational topics, to further expand its understanding and expertise on sustainability matters.

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. The Group Sustainability Officer reports directly to the CEO and also presents on a quarterly basis to the Nominations, Governance and CSR Committee.

In 2024, the Group Sustainability Officer presented four times to the Nominations, Governance and CSR Committee, addressing key topics such as the selection of CSRD auditors in charge of certifying the sustainability-related information, the DMA, and the evolution of performance indicators in the Group’s scorecard (which is updated several times a year).

BIC’s Sustainable Development Program “Writing the Future, Together” is presented in section  3.1.1.3.1.

3.1.1.2.2Information provided to and sustainability matters addressed by administrative, management and supervisory bodies (GOV-2)

As highlighted above, the Group Sustainability Officer reports 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, the CEO 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 impacting the overall business strategy.

As it is the first year of application of the CSRD, BIC has prioritized the process of DMA, which has been presented and validated by the different governance bodies. The overall governance structure regarding sustainability matters and IROs is therefore expected to be addressed from 2025 onwards.

3.1.1.2.3Integration of sustainability-related performance in incentive schemes (GOV-3)

Two Environmental, Social and Governance (ESG) dimensions are included into incentive systems and remuneration policies for Executive Corporate Officers: climate and employee engagement (see section  4.2.1.1). These incentive systems were approved by 92.18% of the Shareholders at the last Annual General Meeting (see section  4.2.2).

3.1.1.2.4Statement on due diligence (GOV-4)

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

The table below outlines certain elements of due diligence and the related sections in the Sustainability Statement.

 

Due diligence elements

Related sections

Identification of negative impacts in own operations and value chain

 3.1.1.4 / Impact, risk and opportunity management (General information)

 3.1.3.3 / Impact, risk and opportunity management (Climate change)

 3.1.4.1 / Impact, risk and opportunity management (Pollution)

 3.1.5.1 / Impact, risk and opportunity management (Water resources)

 3.1.6.1 / Impact, risk and opportunity management (Resource use and circular economy)

 3.1.7 / Own workforce (ESRS S1)

 3.1.8.2 / Impact, risk and opportunity management (Workers in the value chain)

 3.1.9.2 / Impact, risk and opportunity management (Consumers and end-users)

 3.1.10.2 / Impact, risk and opportunity management (Business conduct)

Dialogue with stakeholders

 3.1.1.3.2 / Interests and views of stakeholders (SBM-2)

 3.1.7.5 / Interactions with BIC workforce (S1-2, S1-8) 

 3.1.8.2.2 / Processes for engaging with value chain workers about impacts (S2-2)

 3.1.9.2.2 / Processes for engaging with consumers and end-users about impacts (S4-2)

Actions to prevent, mitigate and respond to negative impacts

 3.1.3.3.3 / Actions and resources in relation to climate change policies (E1-3)

 3.1.4.1.3 / Actions and resources related to pollution (E2-2)

 3.1.5.1.3 / Actions and resources related to water and marine resources (E3-2)

 3.1.6.1.3 / Actions and resources related to resource use and circular economy (E5-2) 

 3.1.7 / Own workforce (ESRS S1)

 3.1.8.2.3 / Processes to remediate negative impacts and channels for value chain workers to raise concerns (S2-3) 

 3.1.8.2.4 / Taking action on material impacts on value chain workers and associated risks and opportunities (S2-4)

 3.1.9.2.3 / Processes to remediate negative impacts and channels for consumers and end-users to raise concerns (S4-3)

 3.1.9.2.4 / Taking action on material impacts on consumers and end-users, and associated risks and opportunities (S4-4)

 3.1.10.2.3 / Management of relationships with suppliers (G1-2)

 3.1.10.2.4 / Prevention and detection of corruption and bribery (G1-3)

Follow-up of the action’s efficiency

 3.1.3.4 / Metrics and targets (Climate change)

 3.1.4.2 / Metrics and targets (Pollution)

 3.1.5.2 / Metrics and targets (Water resources)

 3.1.6.2 / Metrics and targets (Resource use and circular economy)

 3.1.7 / Own workforce (ESRS S1)

 3.1.8.3 / Metrics and targets (Workers in the value chain)

 3.1.9.2.5 / Targets related to managing material impacts, risks and opportunities (S4-5) (Consumers and end-users)

 3.1.10.3 / Metrics and targets (Business conduct)

 

3.1.1.2.5Risk management and internal controls over sustainability reporting (GOV-5)

BIC’s main risks and risk assessment is presented in section  2.1., the description and mitigation of main risk factors is included in section  2.2., and the risk management and internal control procedures and governance are captured by section  2.3. 

The Sustainable Development Department works closely with the various functions within the organization to implement controls at the different stages of the sustainability reporting process.

Environmental KPIs concerning energy, waste, water and refrigerant gases are reported in a reporting tool by Health, Safety & Environment (HSE) managers, with different levels of control and validation in the following order: control by Plant manager, verification by Group HSE team and approval by HSE Directors. They are also reviewed by these different levels during monthly meetings.

A similar process is in place for Human Resources (HR) data, with periodic data quality checks carried out by the Group HR teams and a detailed data collection process.

Regarding the reporting of sustainability information in the Universal Registration Document (URD), the various roles and responsibilities have been defined to ensure the reliability of the data communicated. The information has been subject to various reviews and validations.

3.1.1.3Strategy

3.1.1.3.1Strategy, business model and value chain (SBM-1)

The elements of BIC's strategy that relate to or impact sustainability matters, its business model and its value chain are presented below.

BIC’s business presentation by division (Human Expression, Flame for Life and Blade Excellence) is available in section  1.4.1 and includes the unveiling of BIC products’ offering and its market positioning in key regions. 

BIC's business model is available in section General presentation of the Group (BIC's Business model).

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

BIC's value chain is presented below:

 

BIC2024_URD_EN_I007_A_HD.jpg

 

As part of its “Writing the Future, Together” program (see section General presentation of the Group / Delivering a sustainable future), BIC has made 5 sustainability commitments which are an integral part of the Group’s strategic Horizon Plan.

BIC2018_Puce_BlocExergue_HD.jpg

Writing the Future, Together ‒ the commitments

#1 Fostering sustainable innovation in BIC products:

  • by 2025, the environmental and/or societal footprint of BIC products will be improved compared to their baseline (SDG 3, 6, 8, 12);
  • by 2030, BIC aims for 50% use of non-virgin petroleum plastic in BIC products (SDG 14, 15); and
  • by 2025, BIC will use 100% reusable, recyclable or compostable plastic in consumer packaging (SDG 14, 15).

#2 Acting against climate change: by 2025, BIC will use 100% renewable electricity (5) (SDG 7, 8, 9, 12, 13).

#3 Committing to a safe work environment: by 2025, BIC is aiming for zero lost-time incidents (6) across all operations (SDG 3, 8).

#4 Proactively involving suppliers: by 2025, BIC will work responsibly with its strategic suppliers to ensure the most secure, innovative and efficient sourcing (SDG 8, 12, 16).

#5 Improving lives through education: by 2025, BIC will improve learning conditions for 250 million children globally (SDG 1, 4, 5, 6, 8, 13).

 

In 2025, the targets will be updated based on the DMA outcomes. Post-2025 targets related to material IROs will be set by the Sustainable Development Department, reviewed by the Executive Committee and the Nomination, Governance and CSR Committee and approved by the Board of Directors.

3.1.1.3.2Interests and views of stakeholders (SBM-2)

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

Furthermore, the 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 with regard to sustainability-related impacts through the presentation of the DMA results (see Section  3.1.1.2.2).

 

Key Stakeholders

Type of engagement and purpose

 

Outcome usage and informing process

Suppliers

BIC engages a selected group of key strategic suppliers in a dialogue to understand respective sustainability goals and common ground for collaboration.

 

The outcomes allow each department to address communication gaps, develop internal action plans and create collaboration opportunities with the stakeholders.

 

Employees

BIC runs regular anonymous pulse surveys and engagement surveys on multiple aspects of engagement across all employees, including perception of sustainability in the company.

BIC engages social dialogue, either between management and employees themselves or through employee representatives and labor union representatives at unionized sites.

Customers (distributors and retailers)

BIC engages regularly with customers through meetings, as sustainability has become a strategic topic.

BIC runs ad-hoc surveys with selected customers representatives, including among other topics their perception on BIC sustainability engagement and impact.

Consumers (shoppers and end users)

BIC either receives consumer survey results or conducts ad-hoc surveys in key markets to understand the expectations and perceptions of the brand and BIC products, covering various aspects including sustainability.

BIC encourages consumers’ feedback and actively tracks consumer feedback on BIC products on digital commercial platforms and social media through social listening.

Shareholders and investors

BIC engages in dialogue with investors (Shareholders and non-shareholders) on a regular basis to educate them on topics such as BIC’s strategy, financial performance and ESG program, through participation in investor conferences and roadshows and through the yearly Shareholders’ Meeting.

Academia, Research, and NGOs

BIC engages in dialogue and workshops with various NGOs, in different sustainability fields, to foster its knowledge and to share its point of view as well as welcome challenges.

BIC engages in consultations and working groups with Academia and Research to join forces in understanding complex and raising sustainability topics, such as recyclability and toxicity.

Industry associations, federations and peers

BIC engages in dialogue with various professional federations, either related to the sector (Stationery, Toys, Lighters, Beauty, Chemical, E-Commerce), or to a geographical area (by country or by region). The purpose is to understand current and future practices in respective business areas, about regulatory compliance and business practices, and foster possible synergies and collaboration among peers.

3.1.1.3.3Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)

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 deriving from ESRS topics, no entity-specific topic has been identified as of today.

 

ESRS

Description

Further details in section

Impact Materiality

Financial Materiality

Location in
 Value Chain

Time
 Horizon(a)

Risk

Opportunity

E1 - Climate 
Change

Climate change adaptation

 

 

 

 

 

 

Risk to human health and safety, assets (building and facilities), and production capability in case of extreme weather events

 3.1.3.2.2

 

X

 

Upstream, Own Operations

LT

Risks to infrastructure used by BIC (roads, bridges, etc.) in case of extreme weather events

 3.1.3.2.2

 

X

 

Upstream, Own Operations, Downstream

ST, MT, LT

Opportunity to develop alternative transport solutions and relocate production, offering a competitive advantage in the event of disruptions

 3.1.3.2.2

 

 

X

Upstream, Own Operations, Downstream

ST, MT, LT

Potential negative impact on the environment from adaptation strategies for factories in physical climate risk areas, which could increase BIC GHG emissions

 3.1.3.2.2

X

 

 

Upstream, Own Operations

MT, LT

Climate change mitigation

 

 

 

 

 

 

Risks related to regulatory changes and BIC's reputation if climate change mitigation measures are not anticipated

 3.1.3.2.2

 

X

 

Upstream, Own Operations

MT, LT

Opportunity to reduce costs and boost sales by attracting a customer base committed to sustainability, while partnering on joint initiatives

 3.1.3.2.2

 

 

X

Upstream, Own Operations

MT, LT

Negative impact on the environment due to BIC's contribution to GHG emissions 

 3.1.3.2.2

X

 

 

Upstream, Own Operations

ST, MT, LT

E2 - Pollution

Impacts in terms of water and soil pollution, and substances of concern and very high concern used in BIC products and production processes

 3.1.4.1.1

X

 

 

Upstream, Own Operations

ST, MT, LT

Potential impacts on ecosystems and human health due to the use of plastics in BIC products and packaging that can generate microplastics

 3.1.4.1.1

X

 

 

Upstream, Own Operations, Downstream

MT, LT

Financial and reputational risks associated with water and soil pollution

 3.1.4.1.1

 

X

 

Upstream, Own Operations

ST, MT, LT

E3 - Water resources

Risk of water resource shortages for sites located in areas exposed to high water stress

 3.1.5.1.1

 

X

 

Upstream, Own Operations

LT

Better preparation for water stress which could provide a competitive advantage if or when water stress increases 

 3.1.5.1.1

 

 

X

Upstream, Own Operations

LT

E5 - Resource use and circular 
economy

Negative impacts on resources inflows, outflows and waste given BIC production processes remain largely linear today

 3.1.6.1.1

X

 

 

Upstream, Own Operations, Downstream

MT, LT

Risks from regulatory evolutions, economic fluctuations or mere stock reduction, given BIC’s dependency on availability of raw materials, machinery and equipment, other minerals and fossil fuels to operate

 3.1.6.1.1

 

X

 

Upstream, Own Operations

ST, MT, LT

Risk of new regulations introducing collection and recycling systems

 3.1.6.1.1

 

X

 

Upstream, Own Operations, Downstream

LT

Risks of not finding suitable circular solutions resulting in increased waste management costs

 3.1.6.1.1

 

X

 

Upstream, Own Operations, Downstream

MT, LT

Opportunity to reduce costs and create a competitive advantage by incorporating more circularity into BIC products and packaging

 3.1.6.1.1

 

 

 X

Upstream, Own Operations, Downstream

MT, LT

S1 - Own workforce

Potential negative impact on own workforce in terms of working conditions, equal opportunities and other employment rights in the event of poor personnel management

 3.1.7.1.2

X

 

 

Own Operations

ST, MT, LT

Risk of legal action and fines for non-compliance with government regulations in the countries BIC operates, which might damage the brand and customer loyalty

 3.1.7.1.2

 

X

 

Own Operations

ST, MT, LT

Opportunity for increasing productivity with good working conditions and enhancing brand image to attract and retain talent

 3.1.7.1.2

 

 

X

Own Operations

ST, MT, LT

S2 - Workers in the value chain

Potential negative impacts with regard to working conditions, equal opportunities and other labour rights of BIC value chain's employees, given the complexity of BIC's value chain

 3.1.8.1.2

X

 

 

Upstream

MT, LT

Reputational risk for BIC in the event of non-compliance with regulations in force by its suppliers with regard to workers' rights

 3.1.8.1.2

 

X

 

Upstream

MT, LT

Opportunity for BIC to attract better talent to its value chain, in particular by offering adequate housing

 3.1.8.1.2

 

 

X

Upstream

MT, LT

S4 - Consumers and end-users

Potential negative impact on the health and safety of consumers and end-users, particularly children, if non-compliant or unsafe products are inadvertenly placed on the market

 3.1.9.1.2

X

 

 

Own Operations, Downstream

ST, MT, LT

Risk of fines, lawsuits and negative impacts on BIC's reputation if non-compliant or unsafe products are inadvertenly placed on the market

 3.1.9.1.2

 

X

 

Own Operations, Downstream

ST, MT, LT

Opportunity for the Group to remain a leader in terms of safety of its products by meeting or exceeding regulatory requirements, and thus benefiting from customer preference

 3.1.9.1.2

 

 

X

Own Operations, Downstream

ST, MT, LT

G1 - Business 
conduct

Risks related to business ethics and non-compliance with applicable anti-bribery and corruption laws, in particular given BIC’s global presence

 3.1.10.2.1

 

X

 

Upstream, Own Operations, Downstream

ST

Risk of non-compliance with a rapidly evolving regulatory framework which could potentially lead to legal penalties and damage to BIC’s reputation

 3.1.10.2.1

 

X

 

Own Operations

ST, MT, LT

Potential negative impact on the environment and human health and safety, if BIC fails in anticipating, shaping and responding to regulations

 3.1.10.2.1

X

 

 

Own Operations

ST, MT, LT

Opportunity for BIC to share its industrial and market knowledge with authorities and policymakers, thereby strengthening its position as a key player

 3.1.10.2.1

 

 

X

Own Operations

ST, MT, LT

Potential negative impact of BIC’s way of managing relationships with its suppliers, especially small and medium-sized undertakings, including payment practices

 3.1.10.2.1

X

 

 

Upstream, Own Operations

ST, MT

  • ST (Short Term), MT (Medium Term), LT (Long Term) as defined in section  3.1.1.1.2.

 

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.

3.1.1.4Impact, risk and opportunity management

3.1.1.4.1Description of process to identify and assess material impacts, risks and opportunities (IRO-1)

As required by the CSRD regulation, two dimensions were considered when conducting the DMA and assessing the materiality of sustainability matters:

The DMA was conducted in 9 phases and involved a core team composed of key internal stakeholders (Sustainable Development, Procurement, Commercial, Finance, Human Resources, Strategy):

BIC is committed to aligning with CSRD requirements and will continue improving the DMA process. BIC considered positive and negative impacts, risks and opportunities. However, additional work will be performed in 2025 to refine the qualifications of opportunities and reassess the magnitude and probability of financial effects.

Non-materiality of ESRS E4 – Biodiversity and ecosystems

The risk analysis conducted by an external consultancy involved mapping BIC and Tier 1 Strategic supplier locations to biodiversity-sensitive area information (using data from the World Database of Key Biodiversity Areas, developed by BirdLife International on behalf of the KBA Partnership – www.keybiodiversityareas.org). The analysis included comparing the locations of the activities of BIC and its value chain with those of key biodiversity areas. It highlighted that only two BIC sites (BIC Amazonia factory in Manaus, Brazil, and BIC Bizerte, Tunisia) are close to a biodiversity-sensitive area.

Both were found to have no contribution to direct impact drivers of biodiversity loss. Furthermore, no impact on the state of species, or on the extent or condition of ecosystems, or any impact or dependence on ecosystem services were identified. Hence, no risks, or opportunities were detected either. Likewise, no affected communities had to be consulted, and no mitigation measures were required.

Non-materiality of ESRS S3 – Affected communities

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 helps to maintain a minimal impact on the surrounding communities.

Moreover, BIC engagement in educational projects is predominantly managed at the corporate level, without any specific connection to local BIC factories.

 

BIC2018_Puce_BlocExergue_HD.jpg

BIC ENGAGEMENT TOWARDS EDUCATION

Within its “Writing the Future, Together” sustainability program, BIC aims to improve learning conditions for 250 million children by 2025, globally. Although not part of the identified material IROs, BIC continues its education initiatives globally, through direct actions benefitting children, teachers, parents and communities. 

Strongly related to the Sustainable Development Goals (SDG) #4, “Quality Education”, BIC supports education with local activities, workshops, communication campaigns and fairs, through provided material for teachers and educators on several topics, by encouraging employees to volunteer during the annual ‘Global Education Week’ event and through numerous BIC Corporate Foundation activities creating and supporting educational initiatives worldwide.

At the end of 2024, BIC estimated that the learning conditions of 210 million children had benefitted through direct initiatives either involving children, teachers or parents since 2018.

 

3.1.1.4.2Group policies development and review (IRO management)

Regardless of their role, seniority or location, all employees are required, at all times, to comply with BIC’s policies and standards. The Group Policy Committee, chaired by the Director for Enterprise Risk Management (ERM), has been set up since 2024 to manage the development, issuance and regular review of Group policies.

 

3.1.1.4.3Disclosure Requirements in ESRS covered by Sustainability Statement (IRO-2)
BIC2024_URD_EN_I006_HD.jpg

The tables in section  3.1.11 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.

As requested by the CSRD, the datapoints that derive from other EU legislation are presented for each of the disclosure requirements, along with the section where they can be found in the Sustainability Statement.

3.1.2Reporting requirements under the EU taxonomy for sustainable activities

Presentation of the European Green Taxonomy

Regulation (EU) No. 2020/852 of June 18, 2020 (the “Taxonomy Regulation”) establishes a framework to encourage investment in sustainable economic activities by requiring companies to disclose the proportion of their sales (Revenue), capital expenditure (CapEx) and operating expenditure (OpEx) that contributes substantially to the environmental objectives. In 2023, new activities were included in the climate targets (amendment of June 27, 2023 to the Commission delegated Regulation (EU) 2021/2139).

The Green Taxonomy establishes a unique and transparent system of classification using common terminology for economic activities that can be considered as sustainable from an environmental perspective for the purpose of distinguishing them from other economic activities.

The Taxonomy Regulation establishes 6 major environmental objectives for the EU:

Reporting requirements

Since 2022, BIC has implemented a Taxonomy reporting in order to assess the sustainability of their economic activities in relation to the classification system.

An economic activity shall qualify as environmentally sustainable if:

2024 results

BIC is required to disclose the indicators that highlight the proportion of its eligible and aligned revenue, capital expenditure (CapEx) and operating expenditures (Opex) resulting from products and/or services associated with economic activities identified as sustainable in the Climate Delegated Acts.

Revenue

BIC is committed to the ecological transition. However, its core activities do not directly correspond to those retained in the delegated act on climate change adaptation, mitigation, water, pollution, circular economy and biodiversity, for which the highest emitting activities on scopes 1 and 2 with a potential for transformation have been prioritized. Thus, the share of BIC’s eligible revenue for the year 2024 is zero (some secondary activities might be eligible but are not significant for the Group and so not included in the calculation of the eligible revenue).

OpEX

Only Research and Development costs, building refurbishment costs, maintenance, cleaning and repair expenses and any other direct expenses for the maintenance of tangible assets are taken into account in the Taxonomy.

The total amount of these costs is 101.8 million euros which equals 5.6% of total 2024 OpEx for BIC. We deemed that the amount involved was not material in terms of industry practices and the Group’s materiality threshold. This is not representative of BIC's operational activities, whose main OpEX relate to material supply, labor, brand support, selling and marketing activities. The Group has thus decided to apply the exemption of eligibility and alignment calculation for OpEx.  

CapEx

Although BIC has no activities generating eligible revenue, BIC has conducted an analysis of its CapEx to define the share of CapEx individually eligible for activities under the EU delegated acts.

In 2024, out of a total CapEx of 172.8 million euros, 13.6% was considered eligible, calculated as described in the methodology note below. Eligible CapEx primarily includes the long-term leasing of buildings and vehicles, the investment in energy-efficient equipment for BIC's manufacturing sites, the construction of new buildings, the installation of electric heat pumps , and the waste treatment of non-hazardous waste. 

 

In the Green Taxonomy, these investments correspond to:

 

Activities

Compass code

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Acquisition of new buildings

7.7

X

 

 

 

 

 

Manufacture of energy efficiency equipment for buildings

3,5

X

 

 

 

 

 

Construction of new buildings

7.1

X

 

 

 

 

 

Sorting and waste treatment of non-hazardous waste

2,7

 

 

 

 

X

 

Installation and operation of electric heat pumps

4.16

X

 

 

 

 

 

Transport by motorbikes, passenger cars and light commercial vehicles

6.5

X

 

 

 

 

 

 

BIC verified compliance with the technical screening criteria set out in the Climate Delegated Regulation and specified in the European Commission’s FAQ. Finally, the analysis of the DNSH (Do Not Significantly Harm) criteria and the minimum safeguards led to considering an amount of 4.4 million euros of aligned CapEx or 2.5% of total CapEx versus 2% of total CapEx in 2023.

Compliance with DNSH criteria

The Do Not Significantly Harm (DNSH) criteria for climate adaptation and mitigation were assessed at a Group level; they were applied solely to BIC's eligible activities. BIC performed a climate risk analysis of all its sites in 2022, and the results of this analysis have been used to assess BIC's compliance with the DNSH criteria for climate change adaptation and mitigation.

Compliance with Minimum Safeguards

The minimum safeguards were screened at a Group level to ensure alignment with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights.

The Group complies with the minimum safeguard requirements in terms of human rights, corruption and bribery, fair competition, and taxation. There have been no convictions related to these topics, and appropriate procedures have been implemented, such as:

Methodology

The reporting cycle is annual, with the data used for this year’s report covering the 12 months from January 1 to December 31, 2024. Financial data is sourced from the consolidated financial statements (see Chapter 6 Financial Statement).

The revenue, capital expenditures and operating expenses considered cover all the relevant BIC’s activities corresponding to the financial consolidation scope. 

Tangible and intangible assets acquired from Tangle Teezer on Dec,11th 2024 are part of the total Group CapEx. The total CapEx can be reconciled with the consolidated financial statements. It corresponds to:

As part of the eligibility analysis, CapEx investments above 50,000 euros were reviewed one by one. Those projects represent 89% of total Group CapEx. Once potential eligibility was established, each BIC’s business unit (Group Supply Chain, Human Expression, Flame for Life, Stationery, Group Commercial & Corporate) reviewed potential alignment with the support of the Sustainable Development team using:

Eligible and aligned proportion of 2024 Revenue, OpEX, CapEx is presented in the tables below.

PROPORTION OF REVENUE FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-ALIGNED ECONOMIC ACTIVITIES – DISCLOSURE COVERING FINANCIAL YEAR 2024

Fiscal year

2024

Substantial contribution criteria

DNSH (do not significantly harm) criteria

Minimum safeguards (17)

Taxonomy aligned proportion of Revenue (A.1.) or eligible (A.2.), year N-1 (18)

Category (enabling activity) (19)

Category (transitional activity) (20)

Economic Activities (1)

Code(s) (2)

Absolute
 Revenue (3)

% of Revenue (4)

Climate change mitigation (5)

Climate change adaptation (6)

Water and marine resources (7)

Circular economy (8)

Pollution (9)

Biodiversity and ecosystems (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Circular economy (14)

Pollution (15)

Biodiversity and ecosystems (16)

 

 

Euros

%

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N

O; N

O; N

O; N

O; N

O; N

O; N

%

E

T

A. Taxonomy-Eligible activities

A.1. Environmentally sustainable activities (Taxonomy-aligned)

 

 

 

 

Total Revenue of environmentally sustainable activities (A.1)

0

0%

0%

0%

0%

0%

0%

0%

N

N

N

N

N

N

N

0%

 

 

of which enabling

 

0%

0%

0%

0%

0%

0%

0%

N

N

N

N

N

N

N

0%

E

 

of which transitional

 

0%

0%

 

 

 

 

 

 

 

 

 

 

 

 

0%

 

T

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy aligned)

 

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

 

 

 

 

 

 

 

 

 

 

Total Revenue of Taxonomy-eligible but not environmentally sustainable activities (A.2)

0%

0%

0%

0%

0%

0%

0%

0%

0

0

0

0

0

0

0

0%

 

 

Total Revenue of Taxonomy-eligible activities (A)

0%

0%

0%

0%

0%

0%

0%

0%

 

 

 

 

 

 

 

 

 

 

B. Taxonomy Non-eligible activities

Revenue of non eligible taxonomy activities

2,196,635,411

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (A+B)

2,196,635,411

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering FINANCIAL YEAR 2024

Fiscal year

2024

Substantial contribution criteria

DNSH (do not significantly harm) criteria

Minimum safeguards (17)

Taxonomy aligned proportion of Revenue (A.1.) or eligible (A.2.), year N-1 (18)

Category (enabling activity) (19)

Category (transitional activity) (20)

Economic Activities (1)

Code(s) (2)

Absolute
 Revenue (3)

% of Revenue (4)

Climate change mitigation (5)

Climate change adaptation (6)

Water and marine resources (7)

Circular economy (8)

Pollution (9)

Biodiversity and ecosystems (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Circular economy (14)

Pollution (15)

Biodiversity and ecosystems (16)

 

 

Euros

%

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N

O; N

O; N

O; N

O; N

O; N

O; N

%

E

T

A. Taxonomy-Eligible activities

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Total OPEX of environmentally sustainable activities (A.1)

0

0%

0%

0%

0%

0%

0%

0%

N

N

N

N

N

N

N

0%

 

 

of which enabling

0

0%

0%

0%

0%

0%

0%

0%

N

N

N

N

N

N

N

0%

E

 

of which transitional

 

0%

0%

 

 

 

 

 

 

 

 

 

 

 

 

0%

 

T

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy aligned)

 

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

 

 

 

 

 

 

 

 

 

 

Total OPEX of Taxonomy-eligible but not environmentally sustainable activities (A.2)

0%

0%

0%

0%

0%

0%

0%

0%

 

 

 

 

 

 

 

0%

 

 

Total OPEX of Taxonomy-eligible activities (A)

0%

0%

0%

0%

0%

0%

0%

0%

 

 

 

 

 

 

 

 

 

 

B. Taxonomy Non-eligible activities

OPEX of non eligible taxonomy activities

101,818,333

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (A+B)

101,818,333

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering FINANCIAL YEAR 2024

Fiscal year

2024

Substantial contribution criteria

DNSH (do not significantly harm) criteria

Minimum safeguards (17)

Taxonomy
aligned proportion
of Revenue (A.1.)
or eligible (A.2.), year N-1 (18)

Category (transitional activity) (20)

Category (transitional activity) (20)

 

Economic Activities (1)

Code(s) (2)

Absolute 
 Revenue (3)

% of
 Revenue (4)

Climate change mitigation (5)

Climate change adaptation (6)

Water and marine resources (7)

Circular economy (8)

Pollution (9)

Biodiversity and ecosystems (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Circular economy (14)

Pollution (15)

Biodiversity and ecosystems (16)

 

 

 

Euros

%

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N; N/EL

O; N

O; N

O; N

O; N

O; N

O; N

O; N

%

E

T

 

A. Taxonomy-Eligible activities

 

A.1. Environmentally sustainable activities (Taxonomy-aligned)

 

Manufacture of energy efficiency equipment for buildings

3,5

2,891,659

1.7%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

1.7%

E

 

 

Sorting and waste treatment of non-hazardous waste

2,7

349,457

0.2%

N/EL

N/EL

N/EL

O

N/EL

N/EL

O

O

O

O

O

O

O

0.2%

 

 

 

Installation and operation of electric heat pumps

4.16

254,848

0.1%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.1%

 

 

 

Installation, maintenance and repair of energy efficiency equipt

7.3

84,698

0.0%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.0%

E

 

 

Renovation of existing buildings

7.2

153,873

0.1%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.1%

 

T

 

Treatment of hazardous waste

2,2

122,615

0.1%

N/EL

N/EL

N/EL

N/EL

O

N/EL

O

O

O

O

O

O

O

0.1%

 

 

 

Water supply

2,1

87,719

0.1%

N/EL

N/EL

O

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.1%

 

 

 

Renewal of waste water collection and treatment

5.4

56,688

0.0%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.0%

 

 

 

Transport by motorbikes, passenger cars and light commercial vehicles

6.5

400,352

0.2%

O

N/EL

N/EL

N/EL

N/EL

N/EL

O

O

O

O

O

O

O

0.2%

 

T

 

Total CAPEX of environmentally sustainable activities (A.1)

4,401,910

2.5%

2.2%

0.0%

0.1%

0.2%

0.1%

0.0%

O

O

O

O

O

O

O

2.5%

 

 

 

of which enabling

2,976,358

1.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

1.7%

2,976,358

 

 

of which transitional

554,225

0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

0.3%

 

554,225

 

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy aligned)

 

 

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

 

 

 

 

 

 

 

 

 

 

 

Construction of new buildings

7.1

979,301

0.6%

O

N/EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

0.0%

 

 

 

Acquisition of new buildings

7.7

11,884,285

6.9%

O

N/EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

6.9%

 

 

 

Use of concrete in civil engineering

3,5

163,650

0.1%

N/EL

N/EL

N/EL

O

N/EL

N/EL

 

 

 

 

 

 

 

0.1%

 

 

 

Installation, maintenance and repair of energy efficiency equipt

7.3

76,437

0.0%

O

N/EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

0.0%

 

 

 

Transport by motorbikes, passenger cars and light commercial vehicles

6.5

6,068,018

3.5%

O

N/EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

3.5%

 

 

 

Total CAPEX of Taxonomy-eligible but not environmentally sustainable activities (A.2)

19,171,692

11.1%

11.0%

0.0%

0.0%

0.1%

0.0%

0.0%

 

 

 

 

 

 

 

11.1%

 

 

 

Total CAPEX of Taxonomy-eligible activities (A)

23,573,602

13.6%

13.2%

0.0%

0.1%

0.3%

0.1%

0.0%

 

 

 

 

 

 

 

13.6%

 

 

 

B. Taxonomy Non-eligible activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAPEX of non eligible taxonomy activities

149,241,078

86.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (A+B)

172,814,680

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of Revenue/(absolute revenue)

Aligned

Eligible

Climate change mitigation (5)

0,0%

0,0%

Climate change adaptation (6)

0,0%

0,0%

Water and marine resources (7)

0,0%

0,0%

Circular economy (8)

0,0%

0,0%

Pollution (9)

0,0%

0,0%

Biodiversity and ecosystems (10)

0,0%

0,0%

 

 

% of CapEx/(absolute CapEx)

Aligned

Eligible

Climate change mitigation (5)

2.2%

13.2%

Climate change adaptation (6)

0.0%

0.0%

Water and marine resources (7)

0,1%

0,1%

Circular economy (8)

0.2%

0.3%

Pollution (9)

0,1%

0.1%

Biodiversity and ecosystems (10)

0.0%

0.0%

 

 

% of OpEx/(absolute OpEx)

Aligned

Eligible

Climate change mitigation (5)

0.0%

0.0%

Climate change adaptation (6)

0.0%

0.0%

Water and marine resources (7)

0.0%

0.0%

Circular economy (8)

0.0%

0.0%

Pollution (9)

0.0%

0.0%

Biodiversity and ecosystems (10)

0.0%

0.0%

 

Nuclear energy activities

 

The company carries out, finances or is exposed to research, development, demonstration and deployment of innovative installations for generating electricity from nuclear processes with minimal fuel cycle waste.

NO

The company is involved in, finances or is exposed to the construction and safe operation of new nuclear power or process heat production facilities, in particular for district heating or industrial processes such as hydrogen production, including their safety upgrades, using the best available technologies.

NO

The company engages in, finances or is exposed to the safe operation of existing nuclear facilities for the production of electricity or process heat, including district heating or industrial processes such as hydrogen production, from nuclear energy, including their safety upgrades.

NO

Fossil gas activities

 

The company engages in, finances or is exposed to the construction or operation of facilities for the production of electricity from gaseous fossil fuels.

NO

The company engages in, finances or is exposed to the construction, refurbishment and operation of combined heat/cooling and electricity production facilities using gaseous fossil fuels.

NO

The company engages in, finances or is exposed to the construction, refurbishment or operation of heat generation facilities that produce heat/cooling from gaseous fossil fuels.

NO

3.1.3Climate change (ESRS E1)

3.1.3.1Governance

3.1.3.1.1Integration of sustainability-related performance in incentive schemes (ESRS 2 GOV-3)

This information is disclosed in section  4.2.

3.1.3.2Strategy

3.1.3.2.1Transition plan for climate change mitigation (E1-1)

BIC is dedicated to minimizing its impact on climate change through a transition plan. This transition plan is embodied in the various initiatives implemented to address climate mitigation and adaptation, as part of its Horizon plan implemented in 2018. “Writing the Future, Together” includes levers for decarbonization. These levers of decarbonization include proactively involving suppliers, fostering innovation, promoting responsible procurement, reducing the carbon footprint of transportation, and increasing the use of renewable energy sources(11). BIC’s commitment to reducing its impact in its transition plan is further reflected in its greenhouse gas (GHG) emission reduction targets. In 2022, BIC pledged to reduce Scope 1 GHG emissions by 50% and eliminate 100% of Scope 2 GHG emissions by 2030, along with an overall objective of 5% reduction in Scope 3 by the same year. These goals(12) align with the objectives of the Paris Agreement, although they were established before the publication of the Corporate Sustainability Reporting Directive (CSRD). BIC will work to make its climate plan fully compliant with the CSRD over the next few years.

3.1.3.2.2Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4.

Through the double materiality assessment (DMA), the Company identified the following impacts, transition and physical risks, as well as opportunities related to climate change:

 

Location in value chain, 
risk type

Climate-related risk

Time horizon

As per CSRD definition

Upstream & Own operations

Physical risk

Climate adaptation – Risk to human health and safety, assets (building and facilities), and production capability due to extreme weather events

Long-term (over 5 years)

Upstream, own operations & downstream

Physical risk

Climate adaptation – Risks to infrastructure due to extreme weather events creating risk to the Company’s revenue since BIC requires infrastructure (roads, bridges, etc.) for movement of its workforce, physical transportation of its products, inputs and outputs and knowledge transfer.

Short to Long-term

Upstream & own operations

Transition risks

Climate mitigation – Risks arising from changing regulations and potential damage to reputation, both resulting in lost sales if insufficient action is taken in the short term to prepare for the long term.

Medium to Long-term

Upstream & own operations

Transition risk

Climate mitigation – Risk of rising costs associated with suppliers’ climate change commitments or compliance with new regulations, leading to expensive investments (such as decarbonization through energy efficiency programs, carbon capture, etc.), driving up raw material’s production costs.

Medium to Long-term

 

The transition risk related to rising raw material costs is further compounded by the potential for increased expenses associated with alternative raw materials. The price of sourcing alternative plastics may rise due to intensified competition. Since plastic accounts for 73% of BIC’s raw materials(13), such increases could significantly affect production costs. Addressing this challenge involves focusing on resource inflows and promoting a more circular approach to operations (see section  3.1.6);

BIC’s strategy allows the Group to address both mitigation and adaptation risks. Through its shipping management system, BIC ensures product availability, customer satisfaction, and cost optimization while accounting for the potential impacts of climate change on product shipping and reducing the environmental footprint of its transportation operations (see section  3.1.3.3.3). BIC’s resilience is embedded in various climate-related scenarios, including a 2°C or lower scenario. In 2022, BIC employed the RCP 2.6, SSP2, RCP 6, SSP3 and SSP4 to build its own bespoke physical scenario(14) for assessing both physical and transitional risks. The findings were communicated to relevant leadership members.

3.1.3.3Impact, risk and opportunity management

3.1.3.3.1Description of the processes to identify and assess material climate-related impacts, risks and opportunities (ESRS 2 IRO-1)

The DMA highlighted both material impacts and risks related to climate change. These were defined and established based on the following characteristics:

 

Given BIC’s global approach to energy consumption, prioritizing energy efficiency and the use of renewable energy sources, energy is not considered a material IRO. However, it remains a key lever of decarbonization and contributes to BIC’s efforts in mitigating climate change.

3.1.3.3.2Policies related to climate change mitigation and adaptation (E1-2)

The Environmental, Health and Safety (EH&S) Policy as described in section  3.1.4.1.2 highlights BIC’s commitment to reduce its environmental footprint, including GHG emissions. BIC does not have a specific policy related to climate change mitigation and adaptation but has commitments embedded in the “Writing the Future, Together” Sustainable Development Program and associated targets since 2018 as described below.

BIC’s longstanding commitment to sustainability started in 1994 with its first Life Cycle Product Analysis. For more than 20 years, BIC has been working to reduce its environmental impact and has integrated climate change into its business strategy by implementing risk mitigation plans, tracking GHG emissions for all scopes, and publicly disclosing its annual GHG emissions. These actions to increase environmental performance transparency were rewarded by a confirmed B leadership 2024 CDP score on Climate Change. BIC continues its commitment to the French Business Climate Pledge.

Over the years, BIC’s sustainable development efforts evolved into the “Writing the Future, Together” Sustainable Development Program, which established in 2018 five environmental, social, and societal commitments for the Group. In 2020, additional commitments to transform the way BIC uses, reuses and recycles plastic were made. This program led BIC to create innovative processes and increase its use of renewable electricity (15).

Through the various commitments made (see section  3.1.1.3.1), BIC addresses a wide range of topics related to climate change mitigation, from the impacts and opportunities associated, to the transition risks described above, more specifically:

Based on the Company’s “Writing the Future, Together” program and years of innovation resulting in long-lasting products with low environmental footprints, these targets reinforce BIC’s contribution to creating a sustainable future.

Every year the Executive Committee reviews the progress of the “Writing the Future, Together” program.

3.1.3.3.3Actions and resources in relation to climate change policies (E1-3)

Multiple levers of decarbonization enable BIC to shape its commitments and contribute to both climate adaptation and mitigation. These levers are reflected in BIC’s actions, including:

Further details regarding MDR-A will be included in the upcoming disclosure exercises.

Minimizing the carbon footprint of transportation

BIC is looking to reduce the carbon footprint of its transport operations. The Company adapted its shipping management system to minimize its impact on climate change. The Group Supply Chain Department is in charge of monitoring the management system.

Even if BIC outsources its transport operations, the Group maintains a high level of internal expertise in the management of service providers, flow engineering and transport management tools, that allow it to maintain strong control on its shipment operations.

The shipment of BIC products is completed through two types of transports: “intra-company transport” which refers to factory-factory and factory-warehouse shipments (inter- and intra-continental); and “distribution shipping” which refers to shipments from factories or warehouses to the end customer.

To minimize the carbon footprint of its transportation operations, BIC owns factories worldwide, limiting reliance on product shipping. In Europe, 81% of BIC products sold (in volumes) are manufactured on this continent.

Additionally, to manage its different transportation channels and minimize their impact, BIC has implemented a responsible shipping approach centered on three objectives, along with corresponding measures:

 

Objectives of the responsible shipping approach

Actions taken

Raise awareness and measure emissions

Since 2014, a steering group has been tasked with identifying solutions to significantly reduce air freight over the long-term. This involves working closely with all the relevant functions and teams in all categories and worldwide.

Optimizing shipments and routes

In shipping, the main ways to cut emissions are to reduce the distances travelled, choose appropriate shipping modes, and optimize loads. BIC’s teams focus on all three aspects, with a particular emphasis on shipping methods, striving to minimize the use of air freight. The Group aims to maintain airfreight at below 2.3% for intra-company transportation.

Selecting responsible carriers

Logistical operations are carried out by transport companies selected by BIC. Their equipment, methods, and monitoring systems determine the level of GHG emissions.

In line with its responsible procurement policy, BIC selects carriers that can help reduce the environmental footprint of its shipping operations. For example, in the U.S. and Canada, the Group only works with SmartWay® certified carriers, a program designed by the U.S. Environmental Protection Agency.

 

These measures and objectives strengthen BIC’s shipping management system in ensuring the availability of BIC products, maximizing customer satisfaction, reducing the environmental impact of transportation operations, and optimizing costs.

Using renewable electricity at BIC facilities

BIC set a target of procuring 100% renewable electricity for all sites by 2025 (commitment #2 of “Writing the Future, Together”). At end of year 2024, BIC was at 92%.

To meet this goal, BIC established a roadmap reflecting a strategy in which each country or facility reviews its opportunities to source renewable electricity based on its own regulatory and operational restrictions. To keep pace with the frequent market and regulatory changes in this sector, BIC focuses on renewable electricity certificates, green contracts and long-term Power Purchase Agreements as well as the electricity generation potential of certain facilities.

Key actions taken over the years and in 2024:

The roadmap outlined above also applies to BIC’s offices in Clichy (France), Shelton (U.S.), Barueri (Brazil) and Sofia (Bulgaria). Although the energy consumption of BIC’s offices does not have a significant impact on the Group’s overall environmental footprint, BIC conducted studies and launched initiatives to reduce carbon emissions in these facilities.

As an initial step, BIC has reduced its energy consumption per square meter, thereby improving energy efficiency through various initiatives including the relocation in June 2022 of BIC Clichy teams to a new building certified by BREEAM (Building Research Establishment Environmental Assessment Method) and HQE-standard. Additionally, in alignment with BIC’s renewable energy roadmap, several offices, including those in Shelton and Clichy, operate entirely on renewable electricity.

All renewable energy certificates purchased by BIC are CDP/RE100 compliant, meaning that BIC is procuring the certificates from the same market boundary from where the energy was consumed and from power plants less than 15 years old.

 

3.1.3.4Metrics and targets

3.1.3.4.1GHG emission reduction targets (E1-4)

In 2022, BIC committed to eliminating 50% of Scope 1 GHG emissions and 100% of Scope 2 GHG emissions by 2030. These objectives are in line with the Paris Agreement targets and endorsed by the fact that BIC has already nearly met its target of using 100% renewable electricity for all sites by 2025 (92% in 2024). Its Scope 3 objective is an overall 5% reduction by 2030, including -30% in the Flame for Life division.

In 2023, BIC made the transition to a specific carbon accounting tool which facilitated data control, consolidation, and auditing in 2024.

 

 

Reference
 year (a)

Absolute target for 2030

Main drivers

Scope 1

2019

-50%

  • Use of alternative heat sources
  • Switch to low impact refrigerants

Scope 2 (Market-based)

2019

-100%

  • Source all electricity from renewables

Scope 3 (b) (Group)

2019

-5%

  • Upgrade Environmentally & socially Measurable Advantage (EMA) (c) with relevant CO2 reduction criteria and threshold
  • Strengthen strategic partnerships with its main plastic and metal suppliers
  • Implement innovation and renovation programs to improve product design and integrate more sustainable materials

o/w Flame for Life

2019

-30%

  • Work with suppliers to obtain low-carbon raw materials
  • Use biofuel in freight transport
  • Used Lighters Recovery and Restoration scheme
  • The year 2019 was chosen as a reference year for setting BIC’s climate targets as it corresponds to a period before the series of crises disrupting global operations and emissions patterns. Since 2019, BIC's scope of entities and production type have not undergone significant changes, making 2019 a reliable and representative reference year for its CO2 targets. In accordance with Industry Standards, this helps BIC compare its progress with industry peers and adhere to common reporting standards.
  • Scope 3 reduction targets apply to 100% of total Scope 3 emissions, in line with current target-setting best practices.
  • EMA scorecard, co-developed with a specialist in 2020.

 

Scope 1 and 2 targets were defined using the principles of the Paris Climate Protocol and based on the 1.5°C pathway methodology. The Group’s Scope 1 and 2 commitments exceed recommended targets. The Scope 3 target was weighted using a 2.0°C pathway methodology and is reviewed every year by the Sustainable Development Department.

Using renewable electricity at BIC facilities

As expressed in Commitment #2 – Acting Against Climate Change of its “Writing the Future, Together” program, BIC aims to use 100% renewable electricity by 2025.

Emissions related to purchases

These emissions are mainly related to the Group’s purchases of materials, especially plastics.

In 2020, BIC introduced two additional goals as part of its “Writing the Future, Together” program. These two goals, announced in the same year as BIC’s Horizon strategic plan, were aimed at significantly reducing its GHG emissions:

The Group aims to achieve these goals by implementing its “4 Rs” philosophy (see Section  3.1.6.1.2). They could help reduce its GHG emissions by about 10% (at constant perimeter).

3.1.3.4.2Energy consumption and mix (E1-5)

In 2020, the Group set a new target of 100% renewable electricity by 2025.

Electricity consumption at BIC facilities accounts for 9.67% (16) of the Group’s total emissions.

To manufacture and distribute its products, BIC uses raw materials (plastics, inks, packaging, metals, butane, etc.), consumes resources (water, energy), produces waste, and uses transportation services, all of which are responsible for GHG emissions.

 

Energy consumption and mix

2023

2024

1

Fuel consumption from coal and coal products (in MWh)

2

Fuel consumption from crude oil and petroleum products (in MWh)

2,191 

2,876 

3

Fuel consumption from natural gas (in MWh)

31,210

29,641 

4

Fuel consumption from other fossil sources (in MWh)

2,619

2,920 

5

Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (in MWh)

26,256 

20,089 

6

Total fossil energy consumption (in MWh) (calculated as the sum of lines 1 to 5)

62,275 

55,527

 

Share of fossil sources in total energy consumption (%)

21%

19% 

7

Consumption from nuclear sources (in MWh)

 

Share of consumption from nuclear sources in total energy consumption (%)

0%

0% 

8

Fuel consumption from renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.) (in MWh)

3,516 

18 

 

Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (in MWh)

237,512 

239,103 

10

Consumption of self-generated non-fuel renewable energy (in MWh)

427 

599 

11

Total renewable energy consumption (in MWh) (calculated as the sum of lines 8 to 10)

241,390 

239,654

 

Share of renewable sources in total energy consumption (%)

79% 

81% 

 

Total energy consumption (in MWh) (calculated as the sum of lines 6, and 11)

303,665 

295,181

The energy consumption mix is determined using a market-based methodology.

 

Breakdown of BIC’s energy consumption(17)
 

 

BIC2024_URD_EN_I041_HD.jpg

 

Share of renewable electricity (18)– as % of total consumption

 

BIC2024_URD_EN_I042_HD.jpg

 

The increase in the share of renewable electricity relative to total electricity consumption is attributed to the ongoing renewable electricity certificates purchase agreement in Mexico.

Optimizing energy consumption

The Group has improved its energy efficiency by 7% in ten years.

BIC launched a number of energy efficiency projects in 2024 in accordance with the GHG emissions reduction plan started in 2022, which focuses on cutting fossil-fueled energy consumption. The projects included setting up heat recovery systems at plants, installing heat networks, replacing standard light bulbs with LED bulbs, optimizing processes, conducting energy consumption studies, and introducing more energy-efficient equipment.

 

Annual energy consumption normalized to BIC production(19) – in gigajoules/ton

 

BIC2024_URD_EN_I043_HD.jpg

 

3.1.3.4.3GHG emissions (E1-6)

In 2020, BIC revised its method for evaluating Scope 3 emissions in accordance with the GHG Protocol and to ensure annual reporting on all emission categories related to its activities. In addition to the categories on which the Group had already been reporting in previous years, such as raw material purchases and intra-company transport, BIC integrated the entire scope of emissions.

In 2023 and 2024, BIC revised its GHG emissions accounting to comply with international standards. Scope 1 was expanded to include direct emissions from mobile combustion sources, such as the commercial vehicle fleet, as well as direct fugitive emissions, such as refrigerant gases. Data from previous years were recalculated to present a consistent and accurate evolution.

The reporting of GHG emissions includes activity and financial data, as well as emission factors validated by recognized international standards such as ADEME, WRI, and Ecoinvent. All of these calculations have been validated by the CO2 reporting tool, ensuring the accuracy and reliability of the reported data.

A study of BIC’s global carbon footprint shows the following breakdown of GHG emissions:

GHG emissions – in teqCO2

Source and scope

 

2019(a)

2022

2023

2024

Variation 2024/2019

Variation 2024/2023

GHG Protocol

ADEME/ISO 14064

Scope 1

1.1 Direct Emissions from Stationary Combustion

9,276

8,376

7,556

6,849

-26.2%

-9.4%

1.2 Direct Emissions from Mobile Combustion Sources

4,418(b)

4,418(b)

3,982(b)

           3,986

-9.8%

0.1%

 

1.4 Direct Fugitive Emissions

9,269

1,986

2,056

1,480

-84.0%

-28.0%

Total ANNUAL GHG EMISSIONS (SCOPE 1)

22,963

14,780

13,594

12,316

-46.4%

-9.4%

Scope 2 (location-based)

2.1 Indirect emissions related to electricity consumption

88,432

65,933

67,366

68,579

-22.5%

-1.8%

Scope 2 (market-based)

 

36,546

31,870

9,012

7,805

-78.6%

-13.4%

1: Purchased goods and services

4.1 Purchased goods

322,641

327,040

313,240

322,241

-0.1%

2.9%

 

4.5 Purchased services

70,490

73,263

64,250

62,736

-11.0%

-2.4%

2: Capital goods

4.2 Capital goods

83,667

81,939

88,892

72,692

-13.1%

-18.2%

3: Fuel-and-energy-related activities (not included in Scope 1 or 2) (location-based)

Other indirect emissions

34,334( c)

34,340( c)

32,356 ( c)

30,876

-10.1%

-4.6%

3: Fuel-and-energy-related activities (not included in Scope 1 or 2) (market-based)

Other indirect emissions

26,676

26,128

18,853

16,553

-37.9%

-12.2%

4: Upstream transportation and distribution

3.1 Upstream freight transport

48,095

49,278

38,438(d)

36,159

-24.8%

-5.9%

5: Waste generated in operations

4.3 Waste management

6,122

4,306

4,003

4,229

-30.9%

5.7%

6: Business travel

3.5 Business travel

5,814

5,778

6,978

6,213

6.9%

-11.0%

7: Employee commuting

3.3 Employee commuting

20,132

16,214

15,546

14,183

-29.6%

-8.8%

9: Downstream transportation and distribution

3.2 Downstream freight transport

23,297

20,302

18,123

17,302

-25.7%

-4.5%

11: Use of sold products

5.1 Use of sold products

17,975

19,872

19,301

18,485

2.8%

-4.2%

12: End of life treatment of sold products

5.3 End of life of sold products

60,942

56,289

53,896

51,199

-16.0%

-5.0%

Total annual ghg emissions (Scope 3) (LOCATION-BASED)

693,511

688,620

655,023

636,316

-8.2%

-2.9%

total annual ghg emissions (SCOPE 3) (MARKET-BASED)

685,853

680,408

641,519

621,993

-9.3%

-3.0%

TOTAL ANNUAL GHG EMISSIONS (LOCATION-BASED)

804,906

769,333

735,983

717,210

-10.9%

-2.6%

TOTAL ANNUAL GHG EMISSIONS (Market-BASED)

745,363

727,058

664,125

642,114

-13.9%

-3.3%

Other Indirect Emissions

Other indirect emissions

309,438

275,545

293,756

305,099

-1.4%

3.9%

  • The year 2019 was chosen as a reference year for setting BIC’s climate targets as it corresponds to a period before the series of crises disrupting global operations and emissions patterns. Since 2019, BIC's scope of entities and production type have not undergone significant changes, making 2019 a reliable and representative reference year for its CO2 targets. In accordance with Industry Standards, this helps BIC compare its progress with industry peers and adhere to common reporting standards.
  • This data was corrected due to an overestimation of the car fleet in India.
  • This data was recalculated with the CO2  reporting tool to update the methodology and match the international standards.
  • This  2023 data was corrected.
Transport

In 2024, due to global supply chain challenges and to mitigate business risk and support our customer service levels, 0.77% of total tonnage of intra-company transport (excluding raw materials, components, tools, and machinery) was shipped by air which accounted for 29% of the Group’s total emissions from transport in that year.

 

Breakdown of GHG emissions by mode of transport – as % of total
BIC2024_URD_EN_I044_HD.jpg

 

Breakdown of tonnage shipped by mode of transport – as % of total
BIC2024_URD_EN_I045_HD.jpg

 

 
GHG emissions from intra-company transport (20) – 
in teqCO2/ton of products
BIC2024_URD_EN_I046_HD.jpg

 

Purchases
GHG emissions related to purchased goods and services – BIC– in teqCO2 
BIC2024_URD_EN_I047_HD.jpg

 

3.1.3.4.4GHG removals and GHG mitigation projects financed through carbon credits (E1-7)

BIC financed GHG removals and GHG mitigation projects to compensate for the sales of specific products associated with CO2 claims in the Flame for Life and Blade Excellence Divisions.

Those carbon credits were purchased through the Verified Carbon Standard, and certified by the Verra Registry.

Amounts of carbon credits financed by BIC are detailed below:

 

Year 2024

Carbon Credits

Blade Excellence

17 teqCO2

Flame for Life

208 teqCO2

 

These GHG emissions are not included in our GHG reporting and targets settings.

3.1.4Pollution (ESRS E2)

This section outlines the environmental impact of BIC’s operations concerning pollution, with a focus on water and soil pollution, microplastics, and substances of concern and very high concern. As a plastic manufacturer, BIC understands the critical need for transparency in environmental matters, especially regarding our contributions to pollution and the steps taken to mitigate it.

BIC presents below more detailed insights into the actions the Company has taken to prevent pollution and outlines its commitment to continuous improvement in line with global sustainability objectives.

3.1.4.1Impact, risk and opportunity management

3.1.4.1.1Description of the processes to identify and assess material pollution-related impacts, risks and opportunities (ESRS 2 IRO-1)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4. This analysis relied on BIC’s knowledge of its own value chain and production processes.

As a consumer products manufacturing and distribution organization, BIC has impacts in terms of water, soil and microplastics pollution, and substances of concern and very high concern used in its products and production processes, which might have an impact on human health, biodiversity and ecosystems.

Water and soil pollution also represent a financial risk for BIC as they can result in various costs: compliance costs associated with the extension of pollution control regulations, or fines and remediation costs for non-compliance with environmental legislations. BIC’s brand reputation could also be damaged in case of accidental pollution.

3.1.4.1.2Policies related to pollution (E2-1)

The Environment, Health & Safety (EH&S) Policy defines the Group’s commitment to minimizing the environmental and safety impact of all its operations to better protect the environment. Signed by the CEO, the policy reflects BIC’s dedication to:

The policy is reviewed and revised at least annually to ensure it remains appropriate in light of any changes to the Group’s activities and products, including acquisitions. It applies to all BIC facilities and its implementation is supervised by the Director of Global Health, Safety, Security & Environment.

At industrial facilities

The EH&S Policy requires factories to implement pragmatic management systems designed to involve all stakeholders. Every BIC factory has a local HSE manager in charge of rolling out these management systems. The Director of Global Health, Safety, Security & Environment guides and coordinates the network of factory HSE managers. This person ensures that all facilities comply with the Group’s Policy and objectives, and monitors facility performance by consolidating, analyzing, and communicating the results achieved.

3.1.4.1.3Actions and resources related to pollution (E2-2)

Actions relating to substances of concern and of very high concern are detailed in section  3.1.4.2.3. Other actions related to pollution are detailed below.

Environmental management system

The environmental management system helps ensure compliance with applicable environmental laws and regulations. This may include daily or periodic checks to comply with local regulations. These may be done internally or with the assistance of an independent service provider. An action plan is drawn up to correct any compliance issues that are identified.

The management systems comprise an in-depth review of all aspects of the facility’s environmental impact (water, air, soil, noise, etc.). Action plans are then drawn up to limit this environmental impact. Improvement targets are set for the factories, which therefore contribute to the Group’s overall environmental performance while resolving their own specific challenges (production, resources, geographic location, etc.).

The environmental management systems implemented at the Group’s industrial facilities include emergency prevention and response plans to deal with pollution accidents that could have consequences outside the sites.

In France, two plants (BJ75-Redon and BIMA) comply with the SEVESO Directive requirements (SEVESO3). They also have a Safety Management System.

Management systems and certification

BIC’s management systems implementation continued in 2024. Each Group industrial facility is responsible for implementing these systems for itself, in order to monitor its impact on the environment.

As well as implementing management systems, BIC also continually invests in obtaining and renewing certifications:

Soil remediation

Key actions for 2024 included soil remediation at BIC Conté’s Boulogne and BIC Technologies’ Clichy former sites.

Soil analyses have been conducted on BIC Conté’s Boulogne site since 2022. The clean-up work started in 2024 and is expected to be completed by early 2025.

Soil analyses have been conducted on BIC Technologies’ Clichy site since 2019. The clean-up work was completed in September 2024. The administrative closure is expected by mid-2025.

3.1.4.2Metrics and targets

3.1.4.2.1Targets related to pollution (E2-3)

BIC closely monitors its emissions to water and soil to ensure compliance with local legislation and regulatory thresholds on each site. The Group has not set any other specific targets.

3.1.4.2.2Pollution of water and soil (E2-4)

Emissions to water and soil for Group Supply Chain (GSC) scope in 2024 are disclosed below. This represents the first data consolidation exercise for pollutants. The potential for expanding this exercise to encompass the full scope of BIC will be evaluated in 2025.

 

2024

To Water (in kg/year)

To Land (in kg/year)

Pollutants

Dichloromethane (DCM)

 

25,661

127-18-4 Tetrachloroethylene (PER)

108.216

 

Trichloroethylene

8,316

 

The table above only discloses the emissions for which the applicable threshold value specified in Annex II of Regulation (EC) No 166/2006 is exceeded.  

 

The sites comply with the legal requirements for pollutant measurement applicable to their activities. For substances for which no link with operations has been recognized, sites report zero emissions. 

In most cases, measurements are carried out on a sampling basis. The values reported are estimates based on the results of the corresponding measurement. 

Work is underway to calculate the amount of microplastics generated and used at plant-level.

3.1.4.2.3Substances of concern and substances of very high concern (E2-5)

At this stage, the total amount of substances of concern is not available: further work will be conducted with the facilities, the Procurement and the Product Safety teams to identify the substances that fall under this category and the amounts associated.

Regarding substances of very high concern, as defined by Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) (see sections  3.1.9.2.4 and  9.5.), BIC notifies articles containing SVHC above 0.1% in the SCIP database, as required by the REACH regulation. Further work will be conducted with the facilities, the Procurement and the Product Safety teams to calculate or measure the requested amounts.

3.1.4.2.4Anticipated financial effects from material pollution-related impacts, risks and opportunities (E2-6)

There were no pollution-related incidents or deposits in 2024.

3.1.5Water resources (ESRS E3)

3.1.5.1Impact, risk and opportunity management

3.1.5.1.1Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities (ESRS 2 IRO-1)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4. Regarding water in particular, the water risk analysis conducted by the consultant involved mapping BIC and Tier 1 Strategic supplier locations to water stress information over the short, medium, and long term (using data from the World Resources Institute’s Aqueduct database (21)). The analysis included comparing current levels of water stress to those forecasted under a business-as-usual scenario, a low-emissions scenario, and a high-emissions scenario.

BIC’s water consumption meets two needs: domestic use and the cooling of certain production processes carried out in a closed loop. As a result, BIC is not considered as having a material water-related impact. However, water-related risks have been identified. A significant number of BIC sites are located in areas of potentially high-water stress, such as BIC Iberia, BIC Bizerte or BIC Mexico – Cuautitlan Izcalli, where water resources are a concern for both production and management sites.

In addition, better preparation for water stress could provide a competitive advantage if or when water stress increases.

3.1.5.1.2Policies related to water and marine resources (E3-1)

A global Water Policy was published in September 2024, covering all of BIC Group’s operations. It sets out principles for reducing water consumption in order to manage the risks associated with consumption and withdrawals. Related topics, such as preserving water quality (see section  3.1.4), interactions with stakeholders, and continuously improving water management practices, are also covered. The implementation of the policy is under the responsibility of the Director of Global Health, Safety, Security & Environment. The policy was communicated to all BIC manufacturing sites and is available on BIC’s global intranet.

3.1.5.1.3Actions and resources related to water and marine resources (E3-2)

The Group continuously seeks to improve its water consumption efficiency while prioritizing actions to reduce usage, with a focus on addressing water resource scarcity.

In 2024, three water-related actions were carried out in BIC sites in France, Mexico and Nigeria. They primarily focused on identifying and addressing water leaks to reduce overall withdrawals.

The water-related action for the site in Mexico consists in a project to repair leaks and to replace mixers and flow meters of toilets to save water expenditure.

The Nigerian site also reduced the frequency of drainage from once a day to twice a week.

In August 2024, a new scheme was launched at one of BIC’s sites, aimed at improving water efficiency. The initiative focuses primarily on measuring and tracking water amounts supplied and used in premises and then analyzing the data to reduce water withdrawals. It is planned to be completed by October 2025 and is estimated to reduce water withdrawals by 5% at the site.

3.1.5.2Metrics and targets

3.1.5.2.1Targets related to water and marine resources (E3-3)

There are no regulations requiring BIC to set water objectives. However, since 2024, the Group has set targets at site level for reducing water withdrawals normalized to production for all BIC sites, including sites in areas of high water-stress. 

Progress towards the objectives is tracked through monthly monitoring of water withdrawals, and water data verification during central and cross-audits (see section  3.1.7.3.1).

As a result, BIC’s overall water withdrawals normalized to production decreased by 8.7% in 2024, to 4.04 m3/ton.

Annual water withdrawals normalized to BIC factory production(22) – BIC – in m3/ton
BIC2024_URD_EN_I049_HD.jpg
3.1.5.2.2Water consumption (E3-4)

Water data is presented in the following table. In addition to the volumes consumed, it is essential to consider where this consumption takes place, particularly with regard to areas at water risk. 

 

Water data (all operations)

2022

2023

2024

Total water consumption (in m3)

Unavailable

Unavailable

177,964

Water consumption in areas at water risk (in m3)

Unavailable

Unavailable

13,860

Water withdrawals (in m3)

372,349

398,714

376,423

Water recycled and reused (in m3)

Unavailable

Unavailable

9,369

Water stored (in m3)

Unavailable

Unavailable

18,675

Changes in water stored (in m3)

Unavailable

Unavailable

Unavailable

Water intensity ratio (water consumption in m3/million euros net revenue)

Unavailable

Unavailable

8.1e-5

Water intensity ratio (water withdrawals in m3/t)

3.73

  4.42

4.04

Before 2024, BIC was only monitoring what the Corporate Sustainability Reporting Directive (CSRD) refers to as ‘water withdrawals’ (which were then reported as water consumption). 

Water withdrawal data is collected by the sites on the basis of measurements confirmed through reconciliation with invoices. Water storage is determined by the capacity of the tanks. Recycled water is either measured or estimated. Water consumption is calculated using measured water withdrawal and estimated water discharges. 

3.1.6Resource use and circular economy (ESRS E5)

BIC produces and markets consumer products that are lightweight, long-lasting and affordable for all. From day one, BIC products have been designed to be made with minimum use of raw materials.

At BIC, this approach is reflected in its “4 Rs” philosophy (Reduce, use Recycled and alternative materials (23), Refill, Recycle) and in its “Writing the Future, Together” program. Through this program, the Group is committed to accelerating the integration of recycled and alternative materials into its products, reducing its packaging environmental footprint and to improving its products’ environmental and social performance.

Different actions illustrate the Group’s commitment, including the development of a dedicated sustainability scorecard incorporated into the product design process (called EMA – “Environmentally & socially Measurable Advantage”), the establishment of partnerships for the use of secondary raw materials, and the creation or participation in pilot channels to collect products for material recovery.

3.1.6.1Impact, risk and opportunity management

3.1.6.1.1Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities (ESRS 2 IRO-1)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4.

BIC produces and markets consumer products using plastics, metals, inks, and chemicals as raw materials. These products are packaged using mainly cardboard and plastic. The Group also uses fossil fuels for energy consumption and product transportation, for example. BIC production processes remain largely linear today and therefore have material negative impacts on resources, both in terms of inflows and outflows, across its value chain. If they are not recycled or reused, these materials end up as waste and generate negative impacts. BIC has currently initiated some projects aiming at making part of its processes more circular.

From a financial perspective, BIC depends on the availability of raw materials, machinery and equipment, other minerals and fossil fuels to operate. Regulatory evolutions, economic fluctuations or mere stock reduction are all risks for the Group. The general momentum towards the establishment of collection and recycling systems could present risks if BIC fails to evolve at the expected pace. Waste management costs may increase if no suitable circular solution is found.

These current systemic changes also present numerous opportunities for BIC. On the one hand, anticipating events listed above which are linked to resource inflows helps reduce their costs when they occur and better respond to market expectations. On the other hand, taking leadership regarding plastic in product recyclability helps create valorization streams for several types of materials. The Group is already seizing these opportunities: having built a bespoke machine for its lighters’ disassembly, BIC is now able to reuse their valuable parts or materials. This will give BIC greater independence from its suppliers and reduce its exposure to price volatility.

 

Packaging’s Role and Environmental Impact

Packaging is used for protecting, transporting, storing, selling, and promoting BIC products. While packaging is necessary, it also carries an environmental footprint throughout its lifecycle. BIC’s packaging primarily consists of plastic and cardboard, which impacts the environment during manufacturing, transportation, and disposal.

 

3.1.6.1.2Policies related to resource use and circular economy (E5-1)

BIC does not yet have a written policy specifically dedicated to resources. The Environmental, Health & Safety (EH&S) Policy does however state BIC’s commitment to waste reduction and is completed by the global waste management system in place at factory level.

Furthermore, BIC’s commitment to a more responsible resource management is currently supported by a set of principles and programs, including the “4 Rs” philosophy, BIC’s “Writing the Future, Together” program and BIC’s Responsible Sourcing Policy.

The“4 Rs” philosophy

At BIC, the following principles of circular economy have been integrated into the Group’s “4 Rs” philosophy:

This “4 Rs” philosophy serves as a guiding framework for product development and packaging management. Concretely applying those principles drives BIC to:

By implementing these strategies to both product development and packaging management, BIC strives to create a more sustainable future,  maintaining materials in use, preserving resources and reducing waste.

The “4 Rs” ‒ Reduce the consumption of materials

As an expert in plastic and metal processing, BIC actively seeks to reduce the weight and volume of its products and packaging and has implemented a range of targeted initiatives (see section  3.1.6.1.3) around the world, adapted to local contexts, to minimize raw material usage.

The “4 Rs” ‒ Use Recycled or alternative materials

For years, the Group has explored how to maximize the use of recycled and alternative materials in BIC products. The research teams continuously identify opportunities across BIC products and packaging where alternative/recycled materials could be used without sacrificing quality. The challenge is how:

The “4 Rs” ‒ Design and manufacture Refillable products

In keeping with its “4 Rs” philosophy, BIC strives to develop refillable new products whenever it is appropriate, technically feasible, aligns with consumer needs, and fits within the product category.

With lighters, BIC’s highest priority is ensuring consumer safety. Recent studies (24) show that refilling lighters is seldom done. Moreover, when it is done, it often lacks thoroughness and proper safety measures, making it one of the primary causes of accidents.

The “4 Rs” ‒ Design and manufacture Recyclable products and packaging and explore new recycling channels

BIC aims to maximize packaging recyclability, by switching existing packaging to more recyclable raw materials, reducing the usage of multi-materials or avoiding elements disturbing recyclability.

In regard to products, BIC constantly strives to make its products more recyclable, even if they are not recyclable yet, as there are no dedicated collection and recycling infrastructures in place. It does this by improving their design and by exploring recycling channels to better manage the product’s end-of-life phase.

Waste production and management

Over the years, BIC has developed a global waste management system and various programs at the factory level to promote waste reduction and ensure waste is suitably recovered.

The Environment, Health & Safety (EH&S) Policy presented in more detail in section  3.1.4.1.2 reflects the Group’s commitment to reducing waste.

 

3.1.6.1.3Actions and resources related to resource use and circular economy (E5-2)
Applying The “4 Rs” philosophy to product development and packaging management
The “4 Rs” ‒ Reduce the consumption of materials

In regard to products, illustrations of this approach can be found for each division:

BIC's value engineering approach aims to reduce the use of plastics in products and packaging even further, with the principle of “just what’s necessary”(25) in mind. For example, at the end of 2023, it released a lighter clip version of the iconic BIC® 4 ColorsTM ballpoint pen. The approach also includes raw material replacement: in 2024, in Manaus shaver production, the team successfully replaced current plastic used in BIC® Soleil®’s razor handle with polypropylene, not only reducing plastic need by 100 tons per year, but also creating a more sustainable product from a lifecycle point of view (from lower impact in raw material manufacturing to potential less impactful end of life).

In regard to packaging, in 2024, BIC has also launched several Group-wide initiatives in keeping with its “4 Rs” philosophy and part of the value engineering approach:

BIC gives priority – where relevant and feasible – to the sale of products without consumer packaging, mostly for sales at stationers and for lighters sales (most lighters are sold without consumer packaging in trays of 50 or more).

The “4 Rs” ‒ Use Recycled or alternative materials

BIC’s Research and Development teams work with the Procurement Department to find recycled or alternative materials, taking two approaches:

Exemplifying this approach for each division:

The “4 Rs” ‒ Design and manufacture Refillable products

In the Human Expression Division, the BIC® Gel-ocity® line of gel ink pens and the BIC® 4-Colours™ line are all refillable. For example, in France and the UK, pen refills can be ordered on bic.com.

In the U.S. and Canada in 2024, the Flame for Life Division launched a new Multi-Purpose Lighter that can be reloaded with a BIC Max lighter: BIC® EZ Load™ lighter.

In the Blade Excellence Division, refillable options are also available. Reusing the handle reduces the environmental impact.  For example, a bundle of one handle and four cartridges of BIC® Hybrid Flex 5™ uses 47.3% less plastic than a bundle of four BIC® Flex 5™ disposable shavers.  

Using a similar approach in packaging, BIC identified opportunities to reduce material waste thanks to reusable Point of  Sale displays and pallets:

 

The “4 Rs” ‒ Design and manufacture Recyclable products and explore new recycling channels

Since 2011, BIC has explored ways of collecting for recycling its products, collaboratively with different stakeholders:

For more than four years, the Flame for Life Division has been testing several collection and valorization loops. The division has also launched several studies to understand consumer behavior and has used nudge-marketing techniques to induce new disposal habits. Using the Balearic islands’ 2021 regulation requiring manufacturers to collect sold products, BIC tested and designed collection models to better understand consumer behavior when returning used lighters. This has been achieved thanks to several collaborations:

Since starting in 2021, the initiative has grown from under 80 to nearly 300 collection points, with ongoing data collection supported by a bespoke IT app.

The various studies and tests carried out have enabled BIC to move its packaging and products towards greater circularity:

Environmental product certifications: “NF Environnement”

Some BIC products are “NF Environnement” certified, an ecolabel granted in France by AFNOR Certification that certifies products have a reduced environmental impact for an equivalent performance in use. To obtain this ecolabel, a product must comply with certain guidelines, including among others limiting quantities of raw material and providing a long performance life. A range of 17 BIC products has been granted this ecolabel.

The EMA Scorecard: the “4 Rs” in the product teams’ everyday operations 

BIC is making responsible innovation and improving the environmental and societal footprint of its products an integral part of everyday activities. To support this objective, the Group developed a tool in 2020 to evaluate its products: the EMA scorecard. In 2024, the tool’s perimeter of application was as follows: 

EMA reflects the “4 Rs” philosophy as well as other environmental and social considerations. The goal is to stimulate and facilitate sustainable innovation by adopting an objective, scientific approach to design. EMA is directly linked to BIC’s existing eco-design tools and helps focus all Research & Development (R&D) efforts on product improvement. It is fully integrated into the innovation process and, as of 2023, relevant product improvements are also evaluated using the EMA tool.

An update to the EMA tool has been effective since mid-2024. The previous methodology has been strengthened in this new version by aligning them more closely to product life cycle assessment approach, as well as with BIC’s commitments, such as reducing Greenhouse Gas (GHG) emissions.

By the end of 2024, 11 BIC products or product lines were improved compared to the relevant baseline. Following the new methodology implementation in July 2024, some changes have been made to the way products are accounted as “improved”.

 

Since 1994, the Group has conducted life cycle studies, which show that a product’s environmental impact is primarily determined by the raw materials used and its service life. The challenge is therefore to minimize raw materials and maximize the product’s lifespan. In fact, the more lightweight a product and the longer it lasts, the better its environmental performance.

Scientific partnerships and networking activities – leading towards circular economy

Over the years BIC has partnered with key players to facilitate its shift toward the circular economy:

Waste production and management across BIC facilities

In 2024, various projects were undertaken or continued across BIC facilities to optimize manufacturing processes and reduce waste. These efforts included:

3.1.6.2Metrics and targets

3.1.6.2.1Targets related to resource use and circular economy (E5-3)

In 2020, in line with its “4 Rs” philosophy, the Group made new voluntary commitments to:

In practice this means that BIC aims to:

In addition, BIC aims to:

In terms of waste management, BIC sets up internal targets that are managed at site level and linked to the corresponding level in waste hierarchy.

3.1.6.2.2Resource inflows (E5-4)
Breakdown of raw material purchases in 2024 (28)
BIC2024_URD_EN_I037_HD.jpg

 

As highlighted in section  3.1.1.1.1, weight of products and materials used cannot be disclosed as this is a confidential information for the business.

Data is calculated based on real measurements from BIC Systems.

Progress in products
Percentage of NON-VIRGIN PETROLEUM plastics in BIC products – % of volumes purchased
BIC2024_URD_EN_I038_HD.jpg

 

In 2024, the percentage of non-virgin petroleum plastic used was 8.2%.

This increase is mainly due to the Blade Excellence programs: BIC® Twin Men and BIC® Twin Lady are now using non-virgin petroleum plastic in the shaver handles.

Data is calculated based on real measurements from BIC Systems.

 

Progress in packaging

 

2022 (a)

2023 (a)

2024 (a)

Percentage of cardboard packaging from certified and/or recycled sources

97.7%

99.1%

99.4%

Percentage of plastic packaging that is PVC-free

96.2%

98.0%

98.8%

Percentage of reusable, recyclable or compostable plastic in consumer packaging

70.0%

81.0%

84.9%

Percentage of recycled content in plastic packaging

54.7%

62.1%

65%

  • Excluding BIC Graphic, new acquisitions since 2019, and certain Contract Manufacturers.

 

Data is calculated based on real measurements from BIC Systems.

3.1.6.2.3Resource outflows (E5-5)
Products and materials: durability and reparability

BIC products cannot be repaired. However, they are not single use and are designed to last over time. Most offer long‑lasting performance: over 2‑km of writing for most ball pens; up to 3,000 flames produced by a lighter; and up to 13 shaves for a BIC® Flex 5™.

Waste production and management

As part of its operations, BIC generates both Hazardous and Non-Hazardous waste. Non-Hazardous waste accounts for 85% of the total (in tons) and includes, for example:

 

Hazardous waste, which accounts for 15% of total waste (in tons), is mainly generated by the manufacturing processes and includes for example:

The Group manages waste according to local regulations. Waste type and volume are monitored from source to final disposition, with data recorded by the sites’ Health, Safety & Environmental (HSE) teams through measurements and invoices, then reported in the reporting tool. Waste is categorized as hazardous or non-hazardous. The Group HSE department uses this data to compute the total mass and percentage of waste types.

 

For 2024, the waste data, in mass (metric tons), is the following:

 

Waste generated

18,150

Non-Recycled waste

6,593

Total amount of Hazardous waste

2,732

Total amount of Radioactive waste

N/A

 

Waste diverted from disposal

14,874

 Non-Hazardous

13,177

              Reuse/Recycling

11,030

              Other recovery operations

1,958

        Other valorizations 

189

 Hazardous 

1,697

              Reuse/Recycling 

526

              Other recovery operations 

938

              Other valorizations 

233

Waste directed to disposal

3,275

 Non-Hazardous 

2,241

             Incineration 

430

             Landfill

980

             Other disposal operations 

830

 Hazardous 

1,034

              Incineration 

555

              Landfill 

161

              Other disposal operations

319

 

This year the percentage of non-recycled waste is 36%.

Annual production of waste normalized to production(30) – in tons/ton – BIC
BIC2024_URD_EN_I053_HD.jpg

 

Non-hazardous waste

In 2024, BIC reduced by 8% its quantity of non-hazardous waste generated per ton of production, in comparison to 2023.

Breakdown of non-hazardous waste treatment(31) – % of total expressed in tons – BIC
BIC2024_URD_EN_I054_HD.jpg

 

Hazardous waste

Some factories are equipped with wastewater treatment workshops to treat hazardous waste. For example, water from surface treatment workshops is transformed into metal hydroxide sludge that can be processed to eliminate almost all environmental risks. In 2024, BIC’s production of hazardous waste decreased by 2% in comparison to 2023.

Breakdown of hazardous waste treatment (2)– % of total expressed in tons – BIC
BIC2024_URD_EN_I055_HD.jpg

 

3.1.6.2.4Anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities (E5-6)

This disclosure requirement is subject to phasing-in provisions and additional work will be conducted in 2025 to comply with these requirements.

3.1.7Own workforce (ESRS S1)

3.1.7.1Strategy

3.1.7.1.1Interests and views of stakeholders (ESRS 2 SBM-2)

Section  3.1.1.3.2 describes how the interests and views of BIC’s team members are taken into account in BIC’s strategy and business model. For the past few years, BIC has performed anonymous pulse and engagement surveys throughout the year to measure multiple aspects of engagement. The 2024 edition of BIC’s yearly engagement survey assessed various aspects of engagement and incorporated feedback and experiences from salaried team members to shape the Group’s policies and programs. This year, a 93% response rate was achieved. The evaluation of the engagement of salaried team members showed a positive outcome at 80%, marking a one-point increase compared to the 2023 results and surpassing the market norm(32) by six points. In terms of Inclusion, the assessment was favorable at 80%, consistent with 2023, and five points above the market norm. Overall, our salaried team members express a sense of being treated with respect and feel comfortable expressing their ideas and opinions, even when they differ from others.

3.1.7.1.2Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)

For over 75 years, BIC has created ingeniously simple and joyful products.

The Group’s workforce of more than 13,000 people supports operations in more than 160 countries. This makes BIC a truly global business, reflecting the diverse backgrounds and experiences of the communities where BIC products are available.

The BIC Human Resources team, along with senior leaders, continues to foster a shared corporate culture that is deeply rooted in our BIC Values, philosophy and rich history. All salaried team members understand how their work directly influences the Group’s organizational success as the team guides BIC into the future.

The BIC Human Resources team, along with senior leaders, pays close attention to ensuring good working conditions for all team members and ensure equal opportunities are offered to their own workforce while complying with the work-related regulations enforced in the various countries where they operate. Although BIC acknowledges that child labor and forced labor are potential risks in certain geographies, the Group manages that risk as outlined in section  3.1.7.4

Non-compliance with government regulations in the countries BIC operates in might lead to legal action and fines and potentially damage the brand and customer loyalty decisions. The Group manages these topics with the diligence required.

On the other hand, ensuring good working conditions and equal opportunities to BIC’s own workforce will foster a more engaged, productive, and satisfied workforce and also attract better talent and increase the stability of the workforce.

In Europe, only France and Spain hire contingent workers or temporary workers through agencies. Outside of Europe, South Africa, Kenya, Nigeria, the U.S., and Brazil hire contingent, temporary or third-party workers.

3.1.7.1.3Characteristics of the undertaking’s workforce (S1-6)

Regarding indicators that refer to Human Resources (HR), the reporting perimeter covers all French and foreign operational units within the Group, and encompasses all BIC team members - including our salaried headcount of permanent employees, fixed-term contracts, apprentices and interns, plus non-employee temporary staff.

For the year ended December 31, 2024, BIC had a total workforce of 13,404 team members, comprising  year end headcount of 11,054 employees in 44 countries (10,192 permanent salaried team members and 862 fixed-term contracts, interns and apprentices), plus an average of 2,350 temporary non-employee staff. 

In 2024, BIC’s global workforce shrank as a result of a reduction in headcount in India and other countries, and a reduction globally in the use of agency temporary workers.

Breakdown of workforce by region, activity, and age

 

WORKFORCE PER REGION – AT DECEMBER 31

Salaried team members per region (end of the reporting period)

2022

2023

2024

Variation

2024/2023

Europe

4,170

4,297

4,291

0%

North America

786

965

781

-19%

Latin America

2,371

2,435

2,601

7%

Middle East and Africa

856

899

984

9%

India

2,293

1,620

1,425

-12%

Asia-Pacific

104

106

110

4%

Total permanent staff

10,580

10,322

10,192

-1%

Total Temporary Staff, including Agency staff and Contractors, Fixed-Term Contracts, Interns & Apprenticeships

5,318

4,321

3,212

-26%

  • Average full-time equivalent (FTE) temps through agency and contractors

4,441

3,059

2,350

-23%

  • Interns & apprenticeships

96

106

92

-13%

  • Fixed-term contracts

781

1,156

770

-33%

Total

15,898

14,643

13,404

-8%

 

 

Permanent workforce by region
BIC2024_URD_EN_I048_HD.jpg

The following indicators cover BIC's salaried headcount of 11,054 employees (10,192 permanent salaried team members and 862 fixed-term contracts, interns and apprentices).

HEADCOUNT BY GENDER

 

Gender

Number of employees (head count)

Male

6,242

Female

4,797

Other

0

Not reported

15

Total employees

11,054

 

HEADCOUNT BY COUNTRY

Showing countries with at least 50 employees representing at least 10% of BIC's total number of employees

Country

Number of employees (head count)

Mexico

1,831

France

1,651

India

1,425

Greece

1,372

Brazil

1,018

United States

671

Spain

631

Tunisia

585

Bulgaria

270

South Africa

236

Kenya

208

Nigeria

141

Canada

112

Italy

78

Russian Federation

76

Poland

68

Australia

60

Ukraine

53

Morocco

53

 

HEADCOUNT BY CONTRACT TYPE AND GENDER

 

End of the reporting period

Female

Male

Other

Not disclosed

Total

Number of employees (head count)

4797

6242

0

15

11,054

Number of permanent employees (head count)

4212

5965

0

15

10,192

Number of temporary employees (head count)

585

227

0

0

862

Number of non-guaranted hours employees (head count)

0

0

0

0

0

HEADCOUNT BY CONTRACT TYPE AND REGION

End of the reporting period

APAC

EUROPE

INDIA

LAM

MEA

NAM

Total

Number of employees (head count)

124

4390

1425

2940

1292

783

11,054

Number of permanent employees (head count)

110

4291

1425

2601

984

781

10,192

Number of temporary employees (head count)

14

199

0

339

308

2

862

Number of non-guaranted hours employees

0

0

0

0

0

0

0

 

In the 2024 reporting period, a total of 3,208 salaried team members left the organization, with a total turnover rate(33) of 29% (and 24% excluding terminations at the end of fixed term contracts). The voluntary turnover rate across permanent employees(34) was 14% (13% in 2023).

 

3.1.7.1.4Characteristics of non-employee workers in the undertaking’s own workforce (S1-7)

As per the table in section  3.1.7.1.3, BIC’s team members included 2,350 non-employees (either people with contracts with BIC to supply labor or people provided by undertakings primarily engaged in “employment activities”).

 

Number of non-employees in own workforce

2,350

 

The number of non-employees is reported as full-time equivalent (FTE), calculated by normalizing the worked hours over the reporting period to reflect an equivalent number of full-time workers, as an average over the period.

 

3.1.7.2Equal treatment and opportunities

3.1.7.2.1Promoting diversity, equity and inclusion
Policy (S1-1)

BIC is a truly global business, with team members reflecting the diverse backgrounds and experiences of the communities where its products are available.

As stated in the BIC's Code of Conduct (see section  3.1.10.2.2), the Group values the diversity of its team members and does not tolerate discrimination or harassment based on grounds such as:

 

The Group wants to create an environment in which team members, suppliers, business partners and its communities feel valued and respected. As an organization, BIC looks to be a positive change agent in the many communities where it operates across the globe.

At BIC, cultural and individual diversity is an essential part of team culture, which is why the Group strives to foster an inclusive environment for all. In its continued commitment to diversity, BIC seeks to:

The Diversity, Equity & Inclusion (DEI) Credo, signed by the CEO and the CHRO in 2019, reinforces BIC’s commitment to diversity by acknowledging that blending different backgrounds, experiences, and perspectives in a collaborative environment where they are valued makes the organization stronger and better prepared for challenges.

As part of its global DEI strategy, BIC has set a series of global strategic objectives and KPIs (see section  3.1.7.2.4) to measure progress in the areas of belonging, attraction, promotion and influence:

In order to measure the progress made in terms of gender equality, BIC has set itself the target of increasing the proportion of women in Level 4  and above positions(35) to 40% by 2027.

Actions (S1-4)
Belong

Notable achievements in 2024 include:

Attract

Notable projects in 2024 included:

Promote

Notable achievements in 2024 include:

Influence

Notable achievements in 2024 include:

3.1.7.2.2Team member development and equal opportunities
Policies (S1-1)
Training and skills development

At BIC, development goes beyond just training. Salaried team members are empowered to take ownership of their career paths and have access to the opportunities and resources they need to grow.

BIC’s Learning & Development Strategy is linked to Horizon and focuses on strategic capability growth by providing purposeful investment through simple, engaging and personalized experiences. The Learning and Development Department oversees implementing this strategy.

These experiences are delivered to salaried team members through a variety of mediums (i.e. e-learning, virtual instructor-led training, programmatic learning and learning journeys) to increase engagement across the organization. All offerings are aligned with business priorities and team member development needs, empowering individuals to unlock the power of their potential while sharing their own learning experiences and key findings with one another.

BIC’s learning eco-system and the related initiatives include:

 

The Illuminate Program is a 14-week experiential program for people managers leading individual contributors. The program’s goal is to develop the essential capabilities required to be a successful leader at BIC. This includes: Building Trust, Situational Leadership, Giving and Receiving Feedback and Using Conversational Capacity. In 2024, a total of 109 salaried team members attended and graduated from the program with a 93% overall satisfaction rating.

The Ignite Program is a 17-week experiential program for leaders of other leaders. This program is the second in the series designed to enhance skill building in the following areas: Situational Leadership, Servant Leadership, Coaching, Team Leadership and Leading People through Change. In 2024, a total of 51 salaried team members attended and graduated from the program with an 80% overall satisfaction rating.

The Global Mentoring Program (GMP) is a six-month development experience that is aligned with our Horizon strategy and runs alongside other talent initiatives like driving capability growth and peer feedback. The goal is to connect experienced professionals (mentors) with salaried team members seeking to develop in their career and achieve their professional goals (mentees). Since its inception, the GMP has engaged a total of 494 salaried team members, including 196 mentors and 298 mentees. In 2024, two cohorts were conducted: the first concluded in April, involving 132 participants (66 mentors and 66 mentees), while the second cohort, comprising 116 participants (58 mentors and 58 mentees), concluded in December 2024. Participants have reported high satisfaction with the program, giving it an overall rating of 4.7 out of 5. Feedback has been positive regarding the program’s structure, the quality of mentor-mentee matches, and the tools provided.

The Women’s Leadership Development Program (WLDP) is a leadership development program focused on providing development opportunities for BIC’s female salaried team members in senior manager and above positions. It is a three-month immersive program run in partnership with ExecOnline. The program is made up of seven learning experiences that participants may enroll in. The first edition was launched in October 2023, and 41 participants graduated. A further 23 participants are currently participating in the 2024 program.

 

At the core of BIC’s approach is our aspiration to foster a culture of feedback, crucial in an environment that prioritizes continuous improvement. Consequently, BIC has established a structured approach introducing a range of tools, including Performance Touchpoints and 360 Feedback, to streamline the solicitation and provision of feedback.

Furthermore, in addition to group-wide learning initiatives, each of our Business Units concentrates on developing functional capabilities aligned with Horizon.

Mobility and successions plans

The People and Culture Team, in collaboration with Human Resource Business Partners, conducts Talent Review sessions across all business units and functions. These sessions are designed to consistently and effectively identify critical roles and high-potential salaried team members, aligning talent with the positions most vital to business success. Key outcomes include a diagnosis of the Group’s bench strength and the development needs of its high-potential salaried team members, directly influencing the Group’s learning and development priorities. By increasing the visibility of BIC’s high-potential salaried team members, the Company will successfully place top talent in roles that generate the greatest value.

Actions (S1-4)
Training and skills development

For example, 2024 initiatives involved:

Furthermore, in addition to group-wide learning initiatives, each of BIC’s Business Units concentrates on developing functional capabilities aligned with Horizon. For instance, the Group Supply Chain continued rolling out various upskilling initiatives to address the developmental requirements of BIC’s salaried manufacturing team members. These programs center around five key priorities: emphasizing the significance of Health, Safety and Environment (HSE) through preventive measures and training, implementing lean methods (value stream mapping/Six SigmaTM) to enhance efficiency and engagement, aiding the digital transformation of BIC’s processes, introducing processes and tools to boost team member flexibility and streamline production management, and creating internal certifications linked to training programs to facilitate the generational transition.

3.1.7.2.3Recruitment and talent attraction
Policy (S1-1)

In order to meet staffing demands and foster a best-in-class experience for all stakeholders, BIC takes a strategic approach to talent attraction and retention. BIC’s Recruitment Center of Excellence (COE) is pivotal in decreasing costs and reliance on external recruiting vendors, while placing quality candidates into open roles on BIC teams around the world. However, BIC has no formalized policy on the topic.

Actions (S1-4)

In 2024, the Global Talent Acquisition team:

 

3.1.7.2.4Metrics
Training and skills development metrics (S1-13)

 

 

Male

Female

All employees

Average number of training hours per employee

12.1

10.4

11.4

 

Diversity metrics (S1-9)
BREAKDOWN BY GENDER

Category

Male

Female

#

%

#

%

Board of Directors

6

50

6

50

Level 4 and above (Executives, including Executive Committee)

 136

65

73

35

 

EMPLOYEE AGE DISTRIBUTION

Age Band

% all employees

Under 30 years old

16

30-50 years old

61

Over 50 years old

23

 

Persons with disabilities (S1-12)

BIC is committed to providing equal opportunities for everyone, regardless of their situation, including individuals with disabilities. BIC strives to create an inclusive and welcoming work environment. To ensure their full integration, BIC adapts roles and workplaces to meet specific needs. These accommodations enable everyone to contribute to the Company’s goals while respecting their abilities. 

1.2% of BIC employees have a declared disability (data collated reflects only those countries without legal restrictions on the collection of this data). 

3.1.7.3Working conditions

3.1.7.3.1Health and safety
Policies (S1-1)
“Writing the Future, Together” – #3 Committing to a safe work environment

The “Writing the Future, Together” program sets a target of zero lost-time incidents (36) at all BIC facilities by 2025.

The Group uses all available means to achieve its objective:

Inspired by the “Vision Zero” approach developed by the International Social Security Association (37), the Group is developing a program that incorporates health, safety and well-being at work, at every level. The goal is zero sick leave days due to on-site accidents for BIC salaried team members.

This is based on the ISSA’s Seven Golden Rules:

This zero lost-time incidents goal requires extra effort to improve the Group’s safety culture and policies across all operations and requires the implementation of specific local actions.

BIC’s Environment, Health & Safety Policy

BIC adopts a Health & Safety program that contributes to a healthy and safe working environment that protects the physical and mental integrity of team members. In keeping with its EH&S Policy (see section  3.1.4.1.2), BIC strives to prevent and/or reduce health and safety risks for its salaried team members, subcontractors and those living or working near its production facilities.

The Group implements safety management systems at its production facilities. Each facility has an HSE manager in charge of enforcing the EH&S Policy and following up with efforts to reduce the health and safety risks team members face. They report to the industrial director for the Group Supply Chain business unit and to the plant managers for the Flame For Life business unit.

Within the Group Supply Chain business unit, the Group’s health and safety program is built around a number of tools that continue to evolve in line with the organization’s needs:

Actions (S1-4)
Roll-out of the health and safety culture

In 2022, the Group identified two key focus areas to achieve the zero lost-time incidents target by 2025:

Based on these key focus areas, the Group launched or continued several key actions in 2024, including:

Some specific actions were implemented within the Group Supply Chain (GSC) business unit: 

More occasional actions have also been carried out, for instance:

 

Since 2018, all BIC facilities (factories, packaging or distribution centers, head offices and other offices and installations) have been equipped with a system for documenting and managing safety incidents.

The Group is actively involved in preventive actions in terms of safety, occupational health, and well-being, such as preventing and monitoring occupational diseases and psychosocial risks. The effectiveness of these actions is monitored during HSE & Security calls using the KPIs presented in section  3.1.7.3.4. It also relays public health prevention campaigns (for example: Pink October, World Mental Health Day, International Women’s Day, International Day of Happiness).

Health, safety and security while travelling

BIC relies on its globally recognized partner, International SOS, to help its salaried team members plan business travel in optimum health and safety conditions. This involves providing them with all necessary information and assistance prior to departure and when carrying out travel formalities.

Salaried team members are informed of all potential health and safety risks as well as political and climatic conditions prior to arrival. International SOS also provides immediate logistical assistance if an unforeseen development affects international travelers or the health and safety of expatriates, which may impact BIC salaried team members. Its emergency service enables BIC to keep tabs on any serious event.

BIC Middle East uses Travel Tracker, a tool offered by International SOS, to pinpoint each traveler’s location without compromising any private information.

These initiatives are part of a proactive risk reduction strategy in which safety and assistance are the guiding principles.

From health and safety to well-being

The Company seeks to provide a collaborative workspace for its team members that is geared towards performance yet contributes to the overall well-being of team members in the workplace.

Around the world, the Company actively engages in preventive action plans around health and safety and well-being initiatives, including workshops on preventing work-related illness and managing stress. BIC also ensures that health-related government campaigns are actively relayed to our salaried team members.

Since 2022, an increasing number of sites or countries are developing or adapting employee well-being actions in accordance with their local needs and health and safety topics.

Moreover, the 2023 engagement survey confirmed the importance of wellbeing. Team members who feel supported in their emotional, social and physical health are more likely to be productive, committed and engaged at BIC.

In 2024, BIC focused on three global wellbeing initiatives:

Wellbeing initiatives are deployed throughout the Group and are consistently well-received by salaried team members. The local Human Resources Departments, together with the Total Rewards Team share them on the internal social networks as best practices, inspiring other sites or countries.

For Walking Month at BIC, Mexico, Poland, and East Africa showcased photos, initiatives, and challenges on the internal social media, fueling engagement. Meanwhile, Bulgaria, Greece, and the UK raised the stakes by launching a competitive challenge, encouraging participation and a spirit of friendly rivalry.

For Global Wellness Day, in Mexico, the plants organized revitalizing yoga sessions for their employees.

During Health Spring Time in Paris, BIC hosted a webinar on the importance of sleep, followed by a nutrition workshop, aiming to promote overall well-being. These initiatives provided valuable insights into healthy habits for enhancing both sleep quality and nutrition. Additionally in Paris, employees aged 40 to 50 were offered a predictive health check-up. More than a standard check-up, this initiative helps employees identify their predisposition to major cancers (breast/prostate, lung, melanomas) and cardiovascular diseases, enabling the implementation of a tailored follow-up protocol.

In October 2024, as in the previous year, BIC marked World Mental Health Day with initiatives across multiple countries. These efforts were supported by a video featuring our CHRO and the publication of workplace best practices, highlighting BIC’s commitment to mental health and well-being. In Greece, two weeks of on-site and online training sessions focused on building mental resilience and stress management skills.

360° Parenthood Program

In Clichy, a 360° Parenthood Program was designed in 2024 to support and recognize the diverse parental responsibilities of employees at our headquarters. Going beyond the early childhood phase, this program embraces parenthood in all its forms and stages of life, from starting a family and navigating the joys of parenthood, to fulfilling the vital role of a caregiver. The Parenthood Policy, led by the local HR department in Clichy, is rooted in flexibility, providing tailored solutions for every stage of life.

In line with this commitment, clear and precise guidance has been issued:

Employee Assistance Program

An Employee Assistance Program (EAP) has been in operation for several years in the United States(38), in France, in the Asia-Pacific region, and in Latin America. This service, set up for BIC team members and their families, offers a 24-hour helpline and face-to-face meetings with professionals.

Local Leadership Teams orchestrate communication about the various campaigns so all employees know what is on offer.

3.1.7.3.2Total Rewards
Policy (S1-1)

The global remuneration Policy, under the responsibility of the Total Rewards Team, is designed to reward employee performance by offering fair and competitive compensation that reflects market conditions, aligns with BIC’s strategy, and closely connects the Company’s success to that of its employees. This approach aims to foster a performance-driven culture that supports the long-term success of the organization.

BIC strives to offer competitive compensation and benefits that attract, motivate, and retain talent. Each year, the Group’s remuneration Policy is determined by the Human Resources Department in coordination with the Executive Committee and is guided by three core principles:

Competitive and equitable

The Company policy for all salaried team members combines both market competitivity and internal equity. Internal equity is measured using a global classification system.

BIC use comprehensive salary survey data from specialized consultancy firms so  salaried team members receive a total remuneration package in line with the market in which they work.

Gender pay equity is considered a priority across the Company, and specific attention is paid to establishing pay equity in areas of the organization where a gap is identified. During the annual salary review process, regional and business management teams are encouraged to pay particular attention to the topic.

Short-term and long-term incentives

Recognizing both individual and collective performance is an essential part of BIC total remuneration Policy.

Short-term incentives exist in two forms:

The long-term incentive plans, which all senior managers are eligible for, are designed with a three-year vesting period and ambitious objectives, driving the long-term success of the Company by focusing on free cash flow, innovation and sustainability.

Benefits
Health care and life insurance

At BIC, health care and the protection that the Company provides to its salaried team members and their families is a priority. For this reason, in 2022,  a worldwide audit was conducted of existing plans and coverage. Following this study and the discussions held in 2023 and 2024, the Group aims for 100% of employees to be covered by life insurance by 2026, compared to around 90% today.

Well‑being in the workplace

BIC's commitment to well-being in the workplace has led, in certain countries, to signing agreements with employee representatives covering topics such as work‑life balance, remote working, and other related topics.

The initiatives relating to well-being in the workplace are explained in detail in the section " From health and safety to well-being.

Actions (S1-4)

Following the distribution of a special dividend to all Shareholders in September 2024, the Company decided to reward its employees with an exceptional bonus (of the same amount in euros in all countries) recognizing their equal contributions and reinforcing its commitment to sharing success across all countries.

3.1.7.3.3Support to France’s national defense interests

The Group supports France’s national defense interests and the commitment made by its military reservists. In France, operational reservists serving in the military and national Gendarmerie are legally entitled to at least ten days’ annual leave for training and duties. BIC releases them for ten days on full pay to join their units.

3.1.7.3.4Metrics and targets
Health and safety (S1-14)

For health and safety indicators, all Group facilities (offices and industrial facilities) are included in the perimeter except the Sibjet site. The reporting perimeter encompasses all BIC salaried team members which includes permanent employees, fixed-term contracts, apprenticeships and interns. 100% of  team members are covered by a health and safety management system.

Across all BIC facilities, accidents resulting in lost work time for BIC team members are mainly caused by same-level falls and the handling of materials and machines. In 2024, there were 51 lost-time incidents for BIC’s salaried team members, while 63 facilities achieved zero lost-time incidents. In 2024, there were no fatalities as result of work-related incidents or work-related ill health for BIC's team members. 

These figures reflect a deterioration in the number of lost-time incidents reported at the facilities for BIC ‘s salaried team members (51 in 2024 vs 38(39) in 2023).

The incidence rate for BIC ‘s salaried team members was 2.34 and the severity rate 0.11, both increasing in comparison to previous years.  The cause of this increase was examined and linked to three factories, for which specific action plans have been implemented.

The development and implementation of action plans continued in 2024 with a view to an increased safety culture and a decrease in both rates. We renewed the 2023 Safety Focus Action Plan for the Top 3  Priority Group Supply Chain Factories, with adjustments based on the 2023 results. The update involved:

Most occupational diseases, which so far have only been monitored in France, are related to musculoskeletal disorders.

 

Number of lost time incidents – BIC’s salaried team members
BIC2024_URD_EN_I052_HD.jpg
Incidence rate(40) – BIC’s salaried team members 
BIC2024_URD_EN_I050_HD.jpg

 

Number of facilities with zero lost time incidents – BIC’s salaried team members
 
BIC2024_URD_EN_I051_HD.jpg

 

Severity rate: number of calendar days lost due to an incident – per thousand hours worked – BIC’s salaried team members
BIC2024_URD_EN_H060_HD.jpg
Social protection (S1-11)

Social protection plays an important role in ensuring the well-being and security of employees across organizations. It encompasses a range of measures designed to provide health coverage, financial stability, and support in challenging times, reflecting a company’s commitment to its workforce. By implementing social protection initiatives, BIC aims to foster a more equitable, secure, and engaged working environment.

Below are some 2024 metrics with the goal of improving them wherever possible and showing that, depending on the country and when coverage is not available, BIC strives to provide it to its own workforce.

 

Life event

Proportion of salaried team members covered by BIC and a public program

Comment

Sickness

100%

Salaried team members are covered either by a public program or by BIC if no public program exists.

Unemployment

78.8%

Unemployment insurance is provided by law in most developed countries. At BIC, 77.5% of employees are covered through a public program. Many countries in Africa, Asia, and Latin America have no formal national unemployment insurance systems.  In Nigeria, where this is the case, BIC covers its employees in case of unemployment.

Countries not covered: Ivory Coast, Kenya, Tunisia, United Arab Emirates, India, Ecuador, and Guatemala.

Types of salaried team members not covered: permanent and fixed-term contracts.

Employment injury and acquired disability

86.6%

80% of salaried team members are covered through a public program and the remainder are covered by a company-funded insurance plan.

Countries not covered: Tunisia and India.

Types of salaried team members not covered: permanent and fixed-term contracts.

Parental leave

89.9%

83.3% of salaried team members are covered through a public program.

Countries not covered: India, Brazil and Switzerland (partly).

Types of salaried team members not covered: mainly fixed-term contracts.

Retirement

97.7%

Retirement coverage is provided by law in most developed countries. At BIC, 96.4% of salaried team members are covered by a public program.

Countries not covered: United Arab Emirates and Brazil (partly).

Types of salaried team members not covered: permanent and fixed-term contracts.

 

Regarding the topics outlined in the table above, no changes are expected in the short term unless there is a modification in local legislation.

Work-life balance (S1-15)

In all countries where BIC has a presence, the maternity leave entitlement is at least 12 weeks. Where the local legislation is less favorable, BIC supplements it to reach 12 weeks (100% of women). 

Paternity leave is either provided by public programs or, when it does not exist, as in Nigeria or India, the Company offers at least five days, in all our entities.

All of our salaried team members are entitled to take this family-related leave.

Adequate wages (S1-10)

BIC ensures that all entities respect local legislation with regard to minimum salary levels as defined either by law or by collective agreements. Consequently, 100% of our team members are paid at least the minimum required by law or collective bargaining agreements.

Remuneration metrics (pay gap and total compensation) (S1-16)

The Corporate Sustainability Reporting Directive (CSRD) emphasizes the importance of transparency and accountability in addressing the gender pay gap across organizations. BIC has undertaken an initial analysis across the 43 countries in which the Group is present. BIC's global footprint covers all regions of the world and a wide variety of cost-of-living situations. The reality of the variations in purchasing power has a direct impact on the level of remuneration of its team members, and it is important to highlight that the 2024 analysis as published in this document has not been adjusted for this impact. 

The 2024 calculation is based on a weighted average, taking into account all salaried team members across countries. To ensure consistency and accuracy, salaries have been converted to Euros using the end-of-month exchange rates. BIC has taken into consideration the basic salary (including overtime) and the complementary or variable components for each salaried team member (permanent and fixed term). The gross hourly pay level was calculated using actual working hours during the year. The gender pay gap was calculated as follows:

 

BIC2024_URD_EN_formule_HD.jpg

 

For 2024, BIC has a global gender pay gap for salaried team members equal to 13.28%, before adjustment for purchasing power differences. 

BIC has also calculated the Total Compensation Ratio, which is defined as the ratio between the remuneration of the highest-paid individual and the median remuneration of salaried team members all over the world. For this reporting period, the ratio stands at 158.71.

 

3.1.7.4Other work-related rights

3.1.7.4.1Policy (S1-1)
Child labour and forced labour

BIC strives to ensure that the Group’s practices protect children’s rights and support their well-being in all regions where BIC operates, particularly in regions or countries where the minimum working age could be 14 years. BIC only employs salaried team members who are above the age of 18. This engagement is reinforced by BIC’s Code of Conduct.

Adequate housing

The company takes steps to ensure that employees have access to suitable and comfortable housing. In some countries in the Middle East & Africa (MEA) region, for example, housing allowances are provided to all employees, helping improve their living conditions. There is however no global formalized policy on this topic as it is very specific to certain areas of the world.

3.1.7.4.2Incidents, complaints and severe human rights impacts (S1-17)
Total number of incidents of discrimination, including harassment

In 2024, there were 11 incidents reported related to harassment, through BIC’s global whistleblowing system, of which four were substantiated. In accordance with BIC’s internal processes, all confirmed incidents were remediated through specific corrective action plans. In 2024, there were no fines, penalties and compensation for damages resulting from such incidents.

Total number of severe human rights incidents

No severe human rights incidents were reported through BIC’s global whistleblowing system.

3.1.7.5Interactions with BIC workforce

3.1.7.5.1Processes for engaging with own workers and workers’ representatives about impacts (S1-2)

BIC strives to use all the means available to engage in dialogue with its team members. In this spirit, it sets up forums to listen to salaried team members. To maintain team member engagement and remain attentive to their needs, the Group strives to cultivate high-quality social dialogue, either between management and the salaried team members themselves, or through employee representatives and labor union representatives at unionized sites (see section  3.1.7.5.2 below).

In every country where the Group has operations, it complies with all applicable collective agreements. In addition, as far as their resources permit, each subsidiary strives to improve working conditions by offering:

 

In 2024, through a specific collective bargaining agreement and within the framework of French labor law, BIC renewed its France Group Works Council, with 16 members from all the French legal entities, selected by representative unions. The French Group Works Council meets three to four times per year with an agenda focused on the Group’s financial results (worldwide), the Group’s strategy for the next three years, and the potential impacts for all sites, allowing for a dynamic social dialogue. In all countries where union representation is present, the local leadership teams engage in regular dialogue, the frequency of which is based on local requirements.

The topics discussed in the negotiations are related either to local obligations or to the previously mentioned points of focus (wages, benefits and working environment). For example, many mechanisms to promote health and safety in the workplace and new working conditions, like remote working, have been initiated through social dialogue.

 

Perimeter

Topics

Europe – France

Social dialogue continued in 2024 in all French entities with ongoing exchanges and constructive discussions, particularly regarding industrial projects and their implications for French sites, cash profit sharing agreement (renewal), well-being, diversity, equity and inclusion (Marne-la-Vallée, Verberie (ongoing)), compensation and benefits alignment with the new Metallurgy collective agreement (Verberie), career path and employment management (Samer and Marne-la-Vallée (ongoing)).

Africa

BIC East Africa successfully completed the collective bargaining agreement in March 2024: this completed collective bargaining agreement enhances collaboration and a positive work environment.

BIC South Africa has three collective agreements in place, concerning salary increase and benefits for factory workers.

Mexico

Through open lines of communication and the maintenance of a positive relationship, the union in Mexico successfully negotiated a salary review to ensure alignment with local and global practices. This social dialogue consistently enhances the employee experience at BIC.

 

In all the countries where BIC has unions and/or working councils, its local terms of employment and working conditions are based on its collective agreement (for what is common between categories). 

For the European Economic Area (EEA) specifically, in all countries, BIC’s terms of employment are based on local regulations and the Company adopted a consistent and similar approach between countries. No collective bargaining exists in Greece, for example. However, BIC has chosen to offer some of the benefits available in France or Spain, in compliance with local legislation.

There are very few non-employees in Europe. Only France and Spain hire contingent workers or temporary workers through agencies. In those countries, terms of employment, benefits, working conditions, time schedule, overtime hours are exactly the same for BIC employees and contingent workers.

Outside of Europe, several countries hire contingent, temporary or third party workers: South-Africa, Kenya, Nigeria, U.S, Brazil. In all those countries with active collective agreements, terms of employment, working conditions, time schedule, and extra hours are exactly the same for BIC employees and temporary employees. Depending on the country, benefits may be the same for BIC employees and temporary employees (U.S.) or different (Nigeria, Kenya, South-Africa).

3.1.7.5.2Collective bargaining coverage and social dialogue (S1-8)

 

Collective bargaining coverage

Social dialogue

Coverage rate

Employees – EEA

(for countries with > 50 empl. representing > 10% total empl.)

Employees – Non-EEA

(estimate for regions with > 50 empl. representing > 10% total empl.)

Workplace representation (EEA only)

(for countries with > 50 empl. representing > 10% total empl.)

0-19%

 

U.S.

 

20-39%

 

 

 

40-59%

 

 

 

60-79%

 

Kenya

South-Africa

 

80-100%

France

Spain

Italy

Mexico

Brazil

France

Spain

 

3.1.7.5.3Processes to remediate negative impacts and channels for own workers to raise concerns (S1-3)

Specific channels are available for workers to raise concerns, such as BIC’s internal whistleblowing and reporting mechanism (see section  3.2.5.3).

3.1.8Workers in the value chain (ESRS S2)

3.1.8.1Strategy

3.1.8.1.1Interests and views of stakeholders (ESRS 2 SBM-2)

The disclosure requirement is covered in the ESRS 2 SBM-2 (see section  3.1.1.3.2).

3.1.8.1.2Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)

Given the complexity of BIC’s value chain and the challenge in maintaining complete oversight, the Group has identified the possibility of negative impacts within the value chain on employees’ working conditions, fair access to opportunities, and other work-related rights, including issues such as child labor, forced labor and adequate housing. Among working conditions, pressure on work-life balance and health and safety have been identified as the most significant impacts. These must be carefully monitored and managed to mitigate adverse impacts and prevent their recurrence. Since the full elimination of these impacts can present challenges, they need to be continuously monitored and have thus been categorized as material negative impacts.

Major value chain risks by procurement family regarding value chain workers:

 

Procurement Family

Type of risks

Raw materials: Plastics, Metals, Inks and Chemicals-;

Human Rights: Exposure of local populations to releases from production sites, exclusion of conflict minerals

Health and Safety: Impact of chemicals on health and safety of team members

Transport and logistics

Health and safety: Road accidents & handling accidents

Packaging

Health and safety: Environmental impact of chemicals used (inks, adhesives)

Contract Manufacturers

Societal and Human Rights: Compliance with ILO Conventions in terms of working conditions, forced labor, constrained work or child labor 

Health and safety: Employee Health and Safety

Indirect suppliers

Societal and Human Rights: Compliance with ILO Conventions in terms of working conditions, forced labor, constrained work or child labor 

Health and safety: Employee Health and Safety

 

BIC has also identified a legal risk if its suppliers fail to comply with applicable regulations in their operating location. This risk could potentially harm BIC’s brand reputation or influence customer loyalty. The Group is also vulnerable to the risk of human rights violations, as some geographic and procurement sectors in its value chain represent higher risks. These areas require close attention to avoid impacts on workers’ rights.

Moreover, potential opportunity arises from BIC’s value chain impacts, such as providing adequate housing, which could help attract better talent and enhance stability within the value chain.

3.1.8.2Impact, risk and opportunity management

3.1.8.2.1Policies related to value chain workers (S2-1)

BIC recognizes that maintaining control and oversight over its entire value chain may present challenges and the importance of involving its suppliers and subcontractors to uphold human rights and ethics (including corruption) principles in the workplace. To address these challenges and ensure that equivalent standards are applied throughout BIC value chain, the Group’s operations and subcontracting activities are governed by the following policies:

BIC’s human rights in the workplace procedures
Limiting contract manufacturing

BIC uses little contract, or non-in-house manufacturing. Overall, over 90% of the Group’s net sales are generated by products made in its own factories and 61%(41) of these factories are located in free countries according to Freedom House(42).

BIC works with Contract Manufacturers (43) primarily for Stationery products in the Consumer business and for Advertising and Promotional Products.

A Social Compliance Process guide has been implemented and is used by procurement teams as specific guidelines to manage and monitor the relationship with Contract Manufacturers. Its implementation is supervised by the Group Supply Chain Director.

A responsible procurement approach

In the course of its operations, BIC works with over 9,500 active suppliers and subcontractors. For the Group, being a responsible company means maintaining control over the entire value chain. The Procurement Department analyzes all risks related to the sourcing of products and services, which include:

The Supplier Code of Conduct

BIC’s Supplier Code of Conduct, created in 2020, explains the Group’s responsible procurement approach, its commitments to its suppliers and the commitments it requires from them. The latter encompasses the following aspects of sustainable development:

The Supplier Code of Conduct also includes the former Responsible Purchasing Charter, which defines the Group’s six basic Values:

Integrity, Responsibility, Teamwork, Sustainability, Ingenuity, Simplicity

All suppliers and subcontractors, as well as their own suppliers and subcontractors, must comply with the Supplier Code of Conduct. All suppliers must also comply with all national and local provisions, laws, and regulations in force in their respective markets. When local laws or standards differ from the current Supplier Code of Conduct, BIC requires its suppliers to comply with the stricter standards and principles.

In a spirit of ongoing improvement, BIC is committed to working with its suppliers and supporting their efforts to meet and exceed the standards of the Supplier Code of Conduct.

The Responsible Sourcing Policy

Since March 2024, BIC Group Responsible Sourcing Policy is a new step to accelerate the Company’s sustainability journey and deliver meaningful impact in collaboration with BIC’s suppliers and partners. The policy covers the following areas:

It explains how the business engages with its supply chain. BIC’s suppliers are required to fully comply with this policy throughout their operations. This includes their entire value chains, particularly their own upstream suppliers, with a strong emphasis on operational transparency and traceability. The policy places a particular focus on environmental and social impacts linked to sourcing activities, focusing on issues such as forests, climate change, energy consumption, carbon emissions, waste management, resource preservation, forced Labor, child labor and other work-related rights.

The Procurement Department oversees the implementation of the policy.

Both Supplier Code of Conduct and Responsible Sourcing Policy are aligned with international standards such as the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises.

Both documents are included in the calls for tenders issued by BIC and appended to its contracts.

The new SRPM (Supplier Risk and Performance Management) project will include a mechanism to track and record adherence with the Supplier Code of Conduct and the Responsible Sourcing Policy in 2025 (see section  3.1.8.2.4). Both documents will be addressed to each new supplier during onboarding for formal acceptance, ensuring clarity and commitment from the start of the partnership.

BIC’s procurement ambitions – “Writing the Future, Together” – #4 Proactively involving suppliers

BIC has set the goal of making its responsible procurement approach a central element of its Procurement function. This ambition is reflected in the following commitment: BIC will work responsibly with its strategic suppliers to ensure the most secure, innovative, and efficient sourcing by 2025.

The procurement’s strategy aims at maximizing its contribution to create value for the Group, its suppliers, and subcontractors by:

3.1.8.2.2Processes for engaging with value chain workers about impacts (S2-2)

BIC is dedicated to ensuring meaningful engagement with suppliers’ teams throughout the commitment process to a responsible approach. The Procurement Department, specifically BIC buyers, is responsible for facilitating this engagement at various stages such as the signature of the contract, the onboarding process, and the annual business reviews with key suppliers. Sustainability aspects, including work-related rights, are part of the general topics addressed during these interactions.

The SRPM project that is planned to be implemented in 2025 aims at improving the overall due diligence process and suppliers’ engagement.

3.1.8.2.3Processes to remediate negative impacts and channels for value chain workers to raise concerns (S2-3)

Compliance with commitments made by BIC’s suppliers is monitored through internal channels accessible to workers in the value chain. Workers in the value chain and suppliers can raise any concern through BIC’s internal whistleblowing system accessible through BIC’s website (corporate.bic.com), including but not limited to the BIC Speak Up Line (see section  3.2.5.3).

3.1.8.2.4Taking action on material impacts on value chain workers and associated risks and opportunities (S2-4)
Enhancing BIC’s responsible tools and processes
“Writing the Future, Together” – #4 Proactively involving suppliers

In 2024, BIC updated its strategic suppliers list, which comprises 177 strategic suppliers included in the roster of 9,500 active suppliers in its database. The strategic supplier list is updated every year according to business considerations.

BIC continued to incorporate existing and new tools and processes into its responsible procurement approach such as:

In 2025, BIC scheduled to implement a new SRPM (Supplier Risk and Performance Management) model for the Group, to strengthen supplier sustainability assessment process. It aims, considering all suppliers’ populations, to mitigate legal, financial, reputational and operational risks within BIC supply chain worldwide, while fostering a resilient ecosystem and strong partnership with suppliers.

As part of the SRPM model, a new Third Party Risk Assessment tool will be rolled out in 2025 and will allow BIC to screen selected suppliers on environmental, social and governance risks in supply chain on a continuous basis.

BIC tracks the number of severe human rights incidents connected to its upstream and downstream value chain through the Group's global whistleblowing system. No such incidents were reported in 2024.

Auditing suppliers for compliance with BIC’s responsible procurement approach
The social audit program

BIC has a specific audit program to ensure that Contract Manufacturers comply with its Supplier Code of Conduct and verify that standards are kept at a satisfactory level. It also audits local Contract Manufacturers that manufacture BIC products for local markets. Audits are carried out by third party Auditors via the Workplace Conditions Assessment (WCA) platform. This assessment tool is based on international human rights principles and national laws, incorporating International Labour Organization (ILO) standards and best practices. It is consistent with the Supplier Code of Conduct.

The WCA comprises over 180 evaluation criteria covering a range of topics:

Contract Manufacturers are audited and rated on each criterion and then given an overall score. This platform allows the Group to closely monitor a Contract Manufacturer’s performance for each indicator. Deficiencies in each evaluation criterion are rated as major, moderate, or minor, thereby allowing the implementation of targeted corrective action plans. Audit reports also include global benchmarks for each country and each Group business sector.

All Contract Manufacturers producing BIC products are audited over a two-year cycle, during which improvement programs are implemented based on deficiencies identified during the assessment. BIC sees social responsibility as a partnership that requires shared values. In this spirit, BIC favors a common commitment to improvement rather than breaking off relations with a partner. BIC accepts an 85% minimum performance rating, with no major or moderate deficiencies of the audited manufacturers. The Group works alongside the manufacturer to raise their score by, for instance, improving working conditions. The box below describes the main steps in the evaluation of Contract Manufacturers.

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THE SIX STEPS TO EVALUATE CONTRACT MANUFACTURERS

  • The Contract Manufacturer adheres with BIC's Supplier Code of Conduct and BIC's Responsible Sourcing Policy.
  • An independent external audit agency conducts an initial social audit of the Contract Manufacturer. BIC’s standard assessment program is WCA.
  • Based on the audit score and findings, BIC and the Contract Manufacturer agree on a Corrective Action Plan (CAP), including a remediation timeline.
  • The Contract Manufacturer implements the CAP within the designated timeline.
  • The external audit agency conducts follow-up assessment(s) to confirm implementation of the CAP and to clear any potential deficiencies.
  • The Contract Manufacturer will be audited over a two-year cycle. The Legal Compliance Team oversees WCA follow-up and results.

All the tools and processes presented above seek to ensure that areas and principles covered by the Supplier Code of Conduct and the Responsible Sourcing Policy are followed by BIC’s suppliers.

All actions to control social impacts in the value chain are taken by the Procurement Department and buyers from the Group Supply Chain Department, based on risk analyses, audit results and best practices.

 

3.1.8.3Metrics and targets

3.1.8.3.1Targets related to managing material impacts, risks and opportunities  (S2-5)
“Writing the Future, Together” – #4 Proactively involving suppliers

To ensure efficiency of the tools, processes, assessments described above and the continuous improvement of BIC’s approach in relation to its supply chain, the Group has set the following KPI through its Procurement information system: the percentage of strategic suppliers(44) involved in at least one responsible procurement action. This indicator allows BIC to monitor its progress toward goal #4 Proactively Involving Suppliers. To that end, the Procurement Department monitors the strategic suppliers and the associated action plans in EcoVadis, in relation to the goal of “ensuring the most secure, innovative and efficient sourcing.” 

It also conducts the following actions:

This indicator reflects Procurement’s commitment to developing long-term supplier relationships keeping them informed of the Group’s sustainable development challenges and helping them adopt more responsible practices.

In 2024, 95%(45) of strategic suppliers were involved in at least one responsible procurement action (46). BIC is aiming for 100% worldwide by 2025.

The social audit program

In 2024, BIC continued to conduct audits on Contract Manufacturers based on a two-year approach. The overall average performance rating was 82.0%. BIC held follow-up audits to monitor Contract Manufacturers with a lower performance rate and ensure compliance with local regulations and processes.

3.1.9Consumers and end-users (ESRS S4)

3.1.9.1Strategy

3.1.9.1.1Interests and views of stakeholders (ESRS 2 SBM-2)

BIC seeks to meet the needs of consumers and end-users in all instances. Section 3.1.1.3.2. details how their interests, views and rights are taken into account.

3.1.9.1.2Material impacts, risks and opportunities and their interaction with strategy and business model (ESRS 2 SBM-3)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4. This analysis included all BIC products as described in Section 1.4.1, especially Skin Creative products and Arts and Crafts products for kids.

BIC seeks to offer safe products that meet consumer and end-user expectations and comply with all relevant health, environment and safety regulations. This means incorporating consumer health and safety into the design and production of its products. Consumers and end-users want to be assured that the products they buy are free of harmful substances and safe for them and the environment. The Group is also committed to strictly comply with all current and future regulations. Any failure in this regard could affect BIC’s reputation and lead to fines and lawsuits.

In this context of constantly evolving knowledge and legislation, BIC faces the risk of impacting the health, safety and security of consumers and end-users, and in particular children, by accidentally placing non-compliant or unsafe products on the market.

However, given the various actions taken to ensure product safety and the protection of consumer health and safety, these risks represent above all an opportunity for the Group of remaining a leader in terms of the quality and safety of its products, meeting or surpassing the regulatory requirements in each market and thus benefiting from customer preference for a safer product.

3.1.9.2Impact, risk and opportunity management

3.1.9.2.1Policies related to consumers and end-users (S4-1)

Product safety and the protection of consumer health are of strategic importance for the Group. BIC incorporates regulatory compliance and risk management concerning product safety into its strategy with the primary goal of offering products that comply with all relevant safety regulations and standards. This is achieved through:

BIC is committed to respecting local standards in the countries where it operates. It also adopted a Group Product Safety Statement in 2001, which specifies the ten commitments adopted to ensure that the products developed and manufactured by BIC are safe for human health and the environment. They are as follows:

This Group Product Safety Statement will be formalized in a Product Safety Policy in 2025 to incorporate new regulatory requirements and BIC’s organizational evolutions.

3.1.9.2.2Processes for engaging with consumers and end-users about impacts (S4-2)

As a consumer-oriented company, a dedicated process of consumer engagement has been in place for more than 15 years. The consumer’s engagement team collects potential concerns, complaints or even compliments from consumers in our key markets through different channels (e.g. website). Thanks to this process, BIC’s organization can capture the satisfaction of consumers and end-users. Efficiency of consumer engagement process is checked randomly on a regular basis to detect potential improvement needs. 

BIC has implemented a recall process adapted to the regional organization to be able to withdraw non conforming products from its supply chain, retailers and markets.

Both processes are under the Quality function responsibility which reports to the Vice-President, QualTeC (Quality, Core Technologies and Compliance) – Group Supply Chain. A “cosmetovigilance process” has been recently developed in the U.S. specifically for BIC & Inkbox cosmetic products and will be developed in Europe as well.

3.1.9.2.3Processes to remediate negative impacts and channels for consumers and end-users to raise concerns (S4-3)

As detailed in section  3.1.9.2.2, BIC has a dedicated process of consumer engagement in place that ensures that potential negative impacts related to product safety are properly addressed in a timely manner.

To keep its consumers informed about the channels available for raising concerns and needs, BIC includes this information on each product’s packaging. The Group regularly tests this process to evaluate its effectiveness.

As stated in BIC’s Code of Conduct, the Group does not tolerate any act of retaliation against people raising concerns.

3.1.9.2.4Taking action on material impacts on consumers and end-users, and associated risks and opportunities (S4-4)

BIC is actively implementing a series of actions to fulfill the commitments outlined in its “Group Product Safety Statement.” These efforts include ensuring product compliance with regulations, promoting safety and environmental responsibility and conducting thorough testing and evaluations.

Ensuring regulatory compliance of products

BIC has a comprehensive monitoring system based on a formalized regulatory monitoring process. This system complements internal and external resources and in particular the Product Safety Team’s specific knowledge of BIC products, their components and the materials used. The BIC Watch List extends the Group’s monitoring system to include unofficial lists used by NGOs, and future regulations. In particular, BIC Lighters comply with the standards that apply specifically to lighters and are presented in section  1.4.1.2.

The Group anticipates the substitution of regulated substances. This Watch List is open-ended by its very nature. Since 2019, the Watch List has been factored into product ratings in BIC products design process EMA (Environmentally and Socially Measurable Advantage). The Product Safety Team works closely with the product design teams to stay abreast of changes to the list and ensure its incorporation into product improvement.

In 2023, BIC joined Personal Care Products Council (PCPC), a highly regarded cosmetic industry association. This association provides the Product Safety team with knowledge and guidance in complying with the new U.S. federal cosmetic regulation (MoCRA), helps prepare for new state laws impacting cosmetics, and supports BIC’s new Skin Creative team. BIC, as a member of numerous industry bodies(47), actively participates in regulatory and standardization monitoring. This is important to stay abreast of new requirements and standards and take them into consideration. In order to keep pace with future regulatory and standardization challenges, the Product Safety team takes part in numerous technical meetings as well as regulatory congresses and standardization committees all around the world:

BIC also helped set up a razor/blade consortium with several razor manufacturers to prepare for the evolution of EU and North American regulations on PFAS.

 

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COMPLIANCE WITH THE REACH REGULATION

The European REACH regulation (Registration, Evaluation, Authorization and Restriction of Chemicals) establishes the regulatory framework for chemical substances and makes manufacturers responsible for showing that the chemicals they use are safe.

In 2013 and 2018, in response to REACH, BIC registered several substances. Following the 2018 deadline for products representing one to 100 tons per year, the authorities are now evaluating whether the registrations they received are compliant. BIC remains on the lookout for potential impacts. The EU REACH regulation is under revision in response to the EU chemical strategy for sustainability. The Product Safety team is closely following this revision and its new requirements. Many countries are adopting regulations similar to the EU REACH regulation. Since 2020, the Group has been in compliance with regulations in the countries where it operates, including: Armenia, Belarus, Kazakhstan, Kyrgyzstan, Russia, Ukrania and Turkey. Following Brexit, in 2021, BIC reported several substances in the UK. The UK and Turkey registration processes are expected to end by 2026 or in some cases later, depending on the substances and quantities involved.

Further details on substances are provided in section  3.1.4.2.3.

Marketing safe and environmentally compliant products

To ensure consumer safety, the Group Supply Chain Officer and the Group Lighter General Manager are responsible for producing and sourcing safe products that comply with regulations. To this end, they rely on:

This solid, long-standing organization is constantly adapted and expanded to reflect changing regulations. The Executive Committee and management teams are systematically kept abreast of new developments in product safety and regulations.

Implementing systematic testing and evaluation programs

Before they are placed on the market, all BIC products, both new and modified, must undergo a comprehensive program of safety tests and qualification evaluations. These are designed to assess potential safety hazards, identify the chemical substances present, evaluate their risk level, verify their compliance with relevant regulations and standards; and identify any adaptations to the formulas or substitutions that might be needed to reduce risks.

Regarding lighters, BIC faces competition from several low-cost lighters that too often do not comply with international safety standards. Details on regulations and compliance rates are provided in section  1.4.1.2.

The Group has taken steps to raise awareness among the various parties involved. The Product Safety team is committed to educating and updating key Group stakeholders on important product safety topics. In 2024, the team focused on regulation revisions and restriction proposals. The Product Safety team delivered several training sessions to BIC employees of various functions such as Group Supply Chain and Group Stationery, Core Technologies teams, and Quality & HSE teams at manufacturing sites. During their onboarding process, all new safety team members receive training materials covering product safety. Many regulatory changes are underway in Europe to support the EU Chemical Strategy for Sustainability. To anticipate changes, a team of 40 key people who play important roles in supporting BIC products have been trained on the potential impacts of recent or ongoing regulatory revisions: REACH, Classification, Labelling and Packaging (CLP), Toys Safety Directive, General Product Safety Regulation, Ecodesign for Sustainable Products Regulation (ESPR), and cosmetics regulation. In addition, since November 2021, the Product Safety Team has participated in numerous public consultations to ensure that certain positions are being expressed. The Group is constantly adapting its working methods to maintain its own product safety standards and compliance levels.

To ensure the safety of its products, BIC is also reviewing all incidents and taking appropriate measures when needed as it is mentioned in the Group Product Safety Statement (see section  3.1.9.2.1). No severe issues or incidents connected with the safety of BIC products were recorded during the reporting period.

 

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BIC’s seven commitments to ensure the quality and safety of its lighters

  • All BIC lighter plants are ISO 9001 certified production plants. BIC lighter products meet or exceed the ISO 9994 international safety standard requirements.
  • BIC is an active member of various organizations (such as the European Federation of Lighter Manufacturers, working groups and technical committees for ISO and CEN, and numerous other national standardization bodies). This allows it to provide the latest and most reliable quality and safety information to its customers.
  • Each BIC lighter undergoes over 50 separate automatic quality checks. Additionally, BIC conducts regular post-market product tests of its lighters.
  • BIC continuously develops and improves exclusive technology to ensure the quality and safety of all BIC lighters, including factors like flame height and stability, extinction time, and a reservoir that can resist extreme drop tests and exposure to elevated temperatures.
  • BIC has an integrated production process. It designs and develops much of its own machinery and uses all the latest manufacturing technologies, from basic materials right down to the packaged lighter.
  • BIC employees are all guided by three principles: Method-Precision-Discipline. Each employee in the lighter plants spends close to 25% of his or her time checking product conformity and proper operation of the control equipment.
  • BIC has been committed to sustainable, long-term safety programs for over 30 years.
3.1.9.2.5Targets related to managing material impacts, risks and opportunities (S4-5)

BIC has not defined any targets regarding the management of material negative impacts, risks and opportunities.

3.1.10Business conduct (ESRS G1)

3.1.10.1The role of the administrative, supervisory and management bodies (ESRS 2 GOV-1)

The Group’s governance bodies, in particular the Board of Directors and the Executive Committee, are committed to enforcing a culture of integrity and a zero-tolerance policy for any unethical behavior or practice, such as corruption and influence peddling. The roles of administrative, management and supervisory bodies in the conduct of business and their expertise are described in Chapter 4 (see sections  4.1.1 and  4.1.2).

In 2024, a new Group Compliance Director joined the Legal & Compliance department, reporting to the Group General Counsel. The Group Compliance Director is responsible for designing and monitoring BIC Compliance Programs, including business ethics, in collaboration with other departments such as Internal Audit, Human Resources, Sustainable Development, Procurement and Commercial.

3.1.10.2Impact, risk and opportunity management

3.1.10.2.1Description of the processes to identify and assess material impacts, risks and opportunities (ESRS 2 IRO-1)

The methodology used by BIC to identify and assess its material impacts, risks and opportunities (IRO) is presented in section  3.1.1.4

BIC has identified risks related to business ethics and non-compliance with applicable anti-bribery and corruption laws, in particular given its global presence. Business ethics related risks can lead to authorities’ investigations, legal actions and criminal sanctions against the Group and have major consequences in terms of reputation and attractiveness.

The regulatory framework is rapidly evolving, in particular in terms of product safety and product sustainability, and therefore the risk of non-compliance with regulation should be considered as it could potentially lead to legal penalties and damage to BIC’s reputation.

In addition, even if BIC continues its efforts to pursue its advocacy activities responsibly and ethically, failure in anticipating, shaping and responding to regulations could negatively impact BIC's operations and also have a potential negative impact on the planet. At the same time, advocacy activities could be an opportunity for BIC to share its industrial and market knowledge with the authorities and policymakers and be recognized as a key stakeholder.

BIC recognizes the importance of its suppliers in its value chain and the importance of properly managing “established business relationships”. BIC’s way of managing these relationships, including payment practices, could negatively affect suppliers, especially small and medium-sized undertakings, if a comprehensive approach is not adopted.

3.1.10.2.2Business conduct policies and corporate culture (G1-1)

BIC is committed to conducting business ethically and in compliance with all applicable anti-bribery and corruption laws. This is reflected in BIC’s Code of Conduct and BIC’s Anti-corruption Policy presented below. BIC’s Responsible Sourcing Policy and BIC’s Supplier Code of Conduct, described in section  3.1.8.2.1, complement these policies by outlining the Group’s expectations of its suppliers in terms of ESG, including the fight against corruption and bribery.

The Group will continue to revise and implement other policies and procedures to further specify the Group’s standards and expectations with respect to business conduct and business ethics.

BIC’s Code of Conduct

BIC’s Code of Conduct sets out BIC’s values, as well as the rules and behaviors to follow. It addresses a variety of business conduct-related matters including political advocacy, supplier relations and corruption. The Code applies to all BIC, subsidiaries and affiliate companies’ team members, officers and directors, regardless of their role, seniority and location. It was updated in 2023 and is under the responsibility of the Group General Counsel. The Code of Conduct is translated into eight languages and distributed to all new team members as part of the onboarding process worldwide. It is also available on BIC’s internal and external websites (corporate.bic.com).

BIC’s Anti-Corruption Policy

BIC does not tolerate any form of corruption. BIC’s Anti-Corruption Policy specifies the appropriate conduct and rules that shall be followed to prevent and fight corruption. BIC’s Anti-Corruption Policy applies to all BIC, subsidiaries and affiliate companies’ team members, officers and directors, as well as any third-parties BIC may engage with (contractors, consultants, and any other agents or person acting for or on BIC’s behalf). The Anti-Corruption Policy provides practical guidance and examples to help team members identify and manage situations they may face in the course of their activities, such as:

The Group Anti-Corruption Policy is available on BIC’s internal and external websites (https://corporate.bic.com/en-us/anti- corruption-policy), and its implementation is under the responsibility of the Group General Counsel. This policy forms part of the Group anti-corruption program which complies with applicable anti-corruption and bribery laws and regulations, including the UN convention against corruption.

Dealing with potential non-compliant behavior

Identifying, reporting and addressing concerns about non-compliant behavior mostly relies on three pillars:

The prevention and detection of business conduct risks involves providing teams with an adequate level of training and awareness. When new policies come into force regarding corruption, BIC ensures that relevant team members and at-risk functions (e.g. Procurement, Commercial, Leadership teams) are informed and trained.

The approach to monitoring the business ethics program is based on the three lines of defense model (see section  2.3.3). For the third line of defense, Legal & Compliance teams continue to partner with Internal Audit and External Auditors to ensure proper implementation of its Code of Conduct and Anti-Corruption Policy. Based on audits’ findings, Internal Audit issues recommendations to help BIC address and mitigate any deficiencies.

With regards to alerts, BIC’s Speak Up program allows the Company to detect, manage and mitigate potential breaches of BIC’s Code of Conduct, BIC’s policies or the law. The overall BIC’s Speak Up program, including the reporting system, has been thoroughly reviewed and improved in 2024. Among other things, the Group Speak Up Policy implemented in 2024 describes the channels available to report a concern and how allegations made in good faith are investigated and handled. BIC team members and external stakeholders may choose to use the secure “BIC’s Speak Up Line,” the Group’s anonymous and confidential reporting system. It is accessible through the Company’s internal and external websites (corporate.bic.com). It is available 24 hours a day and accessible in over 200 languages.

The Speak Up Policy also reinforces how reporters are protected against retaliation, obstruction and confidentiality breaches (see section  3.2.5.3).

These three pillars also apply, among other things, to corruption, as described in section  3.1.10.2.4.

3.1.10.2.3Management of relationships with suppliers (G1-2)

BIC constantly improves its supplier management process, with a particular focus on impacts related to sustainability matters.

Supplier sustainability requirements, assessments and audit

BIC formalizes its environmental and social expectations towards its suppliers (including Contract Manufacturers) through:

Ethics and human rights topics in particular are addressed through:

These documents are public and complemented by the Vigilance Plan. 

In 2024, sustainability clauses included in BIC’s standard contract templates and Terms & Conditions templates were reviewed.

As a means to detect sustainability risks in its supply chain, BIC has its strategic suppliers go through an EcoVadis assessment. These assessments are conducted by a third-party ESG risk assessment provider on four key categories: environmental, labor and human rights, ethics, and sustainable procurement. Assessments are accompanied by suggestions for improvement provided by EcoVadis.

BIC manages sustainability issues with its Contract Manufacturers through a specific audit program, covered in the section  3.1.8.2.4.

In 2025, a new Supplier Risk and Performance Management (SRPM) model and new Third Party Risk Assessment tool are scheduled for implementation to strengthen the supplier sustainability assessment process (see section  3.1.8.2.4).

In 2024, environmental criteria, like Greenhouse Gas (GHG) emissions from raw materials, were integrated several times into supplier selection processes. Through its Global Supply Chain Sustainability Roadmap, BIC aims at increasing the consideration of sustainability criteria when selecting suppliers, while respecting the specific characteristics of each procurement family, and at following a risk-based approach. This 2025-2030 global sustainability project sets specific targets such as increasing the proportion of suppliers assessed by EcoVadis and providing results measurements.

Payment process

BIC’s payment process is an integral part of its efforts to manage supplier relationships in a fair and sustainable manner. Controls over banking information, payment terms, master data management (see section  3.1.10.3.3), timely and precise processing of invoices are put in place with clear roles and responsibilities assigned to the different teams involved.

A Global Policy to prevent late payments has not been formalized to date. Due to the payment process complexity, the cross functional nature and links to a wide range of legal frameworks, an analysis needs to be conducted on the pertinence of such a policy, its ownership within BIC’s corporate structure, and its content.

3.1.10.2.4Prevention and detection of corruption and bribery (G1-3)

BIC will continue to monitor and strengthen its anti-bribery and corruption program through the prevention and detection measures described in the following sections. The evolution and progress of this program including potential remedial measures are communicated to the Executive Committee and the Board of Directors by the Group General Counsel.

Risk mappings

Through its enterprise risk mappings, BIC has identified risks related to business ethics among its main risks, as they could lead to legal actions and sanctions against the Group and have impacts in terms of reputation.

Corruption and bribery risks scenarios, more specifically, are mapped and regularly updated through the Sapin II Law anti-corruption risk mapping to ensure continuous monitoring, and the implementation of adequate remedial measures. BIC has identified, analyzed and ranked its corruption and bribery risk scenarios, as required by French law 2016‑1691 of December 9, 2016 (the “Sapin II Law”).

Awareness & trainings

Through regular training, awareness and communication, BIC ensures that team members are kept up to date of legal requirements in the areas of anti-corruption and bribery, as well as new policies and procedures implemented by the Group.

For example, mandatory trainings on the Code of Conduct were delivered to all team members including the Executive Committee members when the new version of the Code of Conduct was deployed in 2023. In 2024, BIC launched an in-person Code of Conduct training campaign (including anti-bribery and corruption topics) to factory staff. Other focused trainings, for instance on management of third-party due diligence, were provided to at-risk functions, such as Procurement teams. In accordance with its risk mappings, BIC will continue to map learning needs across the organization and provide risk-based trainings to targeted groups.

Third-party management

BIC continues to enhance the Group’s third-party management program to ensure appropriate evaluation and monitoring of its suppliers and business partners throughout the relationship. The due diligence program leverages automated tools to assess and monitor corruption risks, following a risk-based approach. EcoVadis reviews are further performed on strategic suppliers.

In 2024, the Procurement Excellence & Risk Management teams led the SRPM project. This cross-functional initiative aims at providing a holistic framework for the management of procurement-related risks (ESG, Finance and Business Ethics) and improving the overall due diligence process.

Monitoring

Legal & Compliance teams continue to partner with Internal Audit and external auditors to monitor the implementation of anti-bribery and corruption policies and requirements. The Internal Audit team performs tests on financial controls which also address corruption risks.

Internal whistleblowing system

The internal whistleblowing mechanism and reporting system (see section  3.2.5.3) enables issues of corruption and bribery to be detected, investigated and remediated.

3.1.10.3Metrics and targets

3.1.10.3.1Incidents of corruption or bribery (G1-4)

No incident of corruption or bribery was recorded during the reporting period.

3.1.10.3.2Political influence and lobbying activities (G1-5)

BIC views advocacy as a positive and proactive effort to share its industry and market insights with key decision makers and stakeholders. In doing so, the Group aims to contribute to the effectiveness of regulatory actions. It places particular emphasis on the safety of products introduced to the market (and thus the consumer safety), as well as sustainability requirements. It also promotes a level playing field for all competitors.

BIC seeks to be recognized as a stakeholder and consulted in all decisions and actions affecting its operations.

Participation in sector dialogue and political advocacy

Although BIC does not have a long-standing tradition of making public statements on major industrial or societal topics, the Group does speak out when it feels necessary.

It also participates in industry discussions and seeks to exert its influence in five key areas that are directly related to its commitments and its impacts, risks and opportunities, as a responsible company:

BIC advocates its interests primarily as a member of various organizations, participating as needed in their working groups and the development of their positions.

BIC is a member of the Board or Executive Committees of those industry associations which are dedicated to stationery or lighters (European Writing Instrument Manufacturers Association, Writing Instrument Manufacturers Association, European Federation of Lighter Manufacturers…). As a manufacturer of coloring products for kids, BIC is also an active member of the Toys Industry of Europe (TIE). Moreover, BIC participates in the European Chemical Industry Council (CEFIC). In the U.S., BIC participates on the board of the Art & Craft Material Institute (ACMI).

In the shaver industry, a razor blade consortium gathering the main manufacturers of branded shavers was created in 2023 to respond collectively to any external solicitation and collaborate on advocacy efforts for upcoming legislation. In particular, the consortium asked for sufficient time to find alternatives to Perfluoroalkyl and Polyfluoroalkyl Substances(PFAS). In the U.S., BIC is a member of the Personal Care Product Council (PCPC).

Issues covered by BIC’s lobbying via industry associations or consortium in 2024 relate to legislation on chemicals, where the industry is seeking regulations that protect consumers and have realistic expectations from the enterprises. BIC has also lobbied for more safety rules in the lighter business in the U.S.

Advocacy activities can also take the form of direct contacts with relevant authorities, institutions, governmental agencies and NGOs. However, the Group has no professional lobbyists on its payroll. In the past, the Group has been registered in the EU transparency register when more direct advocacy was carried out in relation to EU reforms such as the General Product Safety Regulation, the Ecodesign for Sustainable Products Regulation, and the Classification, Labelling and Packaging (CLP) Regulation.

No member of BIC’s governance bodies has held a comparable position in a public administration during the two years preceding their appointment. BIC, as a company, does not make contributions to political parties, whether financial or in kind.

Clearly identified advocacy responsibilities

At the highest level within the Group, CEO Gonzalve Bich and the members of the Executive Committee are responsible for steering and monitoring all lobbying activities on a regular basis.

The operational responsibility for BIC’s relationships with public authorities and institutions is delegated to a small number of managers. The members of the Executive Committee are kept informed of laws and regulations affecting operations.

BIC strictly complies with local laws and regulations when pursuing its advocacy activities. Like all the Group’s activities, advocacy is always monitored by BIC’s Legal Department, governed by the Anti-Corruption Policy and the BIC's Code of Conduct, which names the people to be notified in the event of breaches.

3.1.10.3.3Payment practices (G1-6)
BIC standard payment terms

BIC standard payment terms, as defined in the Global Procurement Policy and the General Terms and Conditions attached to each Purchase Order, are 60 days.

A global alignment of payment practices with these standard terms started in Q4 2024 in Europe and will continue in 2025 for the remaining regions. However, various limitations are considered and respected in this process, such as the legal payment terms framework in the country where the vendor operates, industry and sector specificities, the type of product or service contracted, or the existing relationship with the supplier. To ensure this, each supplier is approached after careful analysis, including gathering input from all team members involved in the relationship.

This harmonization will enhance the quality and interpretability of payment data, enabling closer monitoring of respect for negotiated conditions. In particular, it will allow BIC to group suppliers according to the terms agreed.

Payment metrics

BIC is building a dedicated DPO (Days Payable Outstanding) analytics tool consolidating global payment information, which will enable the Group to publish data on its payment practices for the year 2025.

3.1.11Disclosure requirements in ESRS covered by BIC's Sustainability Statement (IRO-2)

Disclosure Requirement

Reference

Datapoint deriving from other EU legislation

Other EU legislation

Paragraph 
to the source

BP-1 – General basis for preparation of sustainability statements

 3.1.1.1.1

 

 

 

BP-2 – Disclosures in relation to specific circumstances

 3.1.1.1.2

 

 

 

GOV-1 – The role of the administrative, management and supervisory bodies

 3.1.1.2.1

21 (d) – Board’s gender diversity ratio

SFDR

Benchmark Regulation

 

 

21 (e) – Percentage of Board members who are independent

Benchmark Regulation

 

GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

 3.1.1.2.2

 

 

 

GOV-3 – Integration of sustainability-related performance in incentive schemes

 3.1.1.2.3

 

 

 

GOV-4 – Statement on due diligence

 3.1.1.2.4

30 – Statement on due diligence

SFDR

 

GOV-5 – Risk management and internal controls over sustainability reporting

 3.1.1.2.5

 

 

 

SBM-1 – Strategy, business model and value chain

 3.1.1.3.1

40 (d) i – Involvement in activities related to fossil fuel activities

SFDR

Pillar 3

Benchmark Regulation

Not relevant for BIC

 

40 (d) ii – Involvement in activities related to chemical production

SFDR

Benchmark Regulation

Not relevant for BIC

 

40 (d) iii – Involvement in activities related to controversial weapons

SFDR

Benchmark Regulation

Not relevant for BIC

 

40 (d) iv – Involvement in activities related to cultivation and production of tobacco

Benchmark Regulation

Not relevant for BIC

SBM-2 – Interests and views of stakeholders

 3.1.1.3.2

 

 

 

SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

 3.1.1.3.3

 

 

 

IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities

 3.1.1.4.1

 

 

 

IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement

 3.1.1.4.3

 

 

 

E1 – CLIMATE CHANGE

 

 

 

 

ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes

 3.1.3.1.1

 

 

 

E1-1 – Transition plan for climate change mitigation

 3.1.3.2.1

14 – Transition plan to reach climate neutrality by 2050

EU Climate Law

 

 

16 (g) – Undertakings excluded from Paris-aligned Benchmarks

Pillar 3

Benchmark Regulation

 

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

 3.1.3.2.2

 

 

 

ESRS 2 IRO-1 – Description of the processes to identify and assess material climate-related impacts, risks and opportunities

 3.1.3.3.1

 

 

 

E1-2 – Policies related to climate change mitigation and adaptation

 3.1.3.3.2

 

 

 

E1-3 – Actions and resources in relation to climate change policies

 3.1.3.3.3

 

 

 

E1-4 – Targets related to climate change mitigation and adaptation

 3.1.3.4.1

34 – GHG emission reduction targets

SFDR

Pillar 3

Benchmark Regulation

 

E1-5 – Energy consumption and mix

 3.1.3.4.2

38 – Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors)

37 – Energy consumption and mix

40 to 43 Energy intensity associated with activities in high climate impact sectors paragraphs

SFDR

 

E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions

 3.1.3.4.3

44 – Gross Scope 1, 2, 3 and Total GHG emissions

SFDR

Pillar 3

Benchmark Regulation

 

 

53 to 55 – Gross GHG emissions intensity

SFDR

Pillar 3

Benchmark Regulation

 

E1-7 – GHG removals and GHG mitigation projects financed through carbon credits

 3.1.3.4.4

56 – GHG removals and carbon credits

EU Climate Law

 

E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

Phased In

66 – Exposure of the benchmark portfolio to climate-related physical risks

Benchmark Regulation

 

 

66 (a) – Disaggregation of monetary amounts by acute and chronic physical risk

Pillar 3

 

 

66 (c) – Location of significant assets at material physical risk

Pillar 3

 

 

67 (c) – Breakdown of the carrying value of its real estate assets by energy-efficiency classes

Pillar 3

 

 

69 – Degree of exposure of the portfolio to climate- related opportunities

Benchmark Regulation

 

E2 – POLLUTION

ESRS 2 IRO-1 – Description of the processes to identify and assess material pollution-related impacts, risks and opportunities

 3.1.4.1.1

 

 

 

E2-1 – Policies related to pollution

 3.1.4.1.2

 

 

 

E2-2 – Actions and resources related to pollution

 3.1.4.1.3

 

 

 

E2-3 – Targets related to pollution

 3.1.4.2.1

 

 

 

E2-4 – Pollution of air, water and soil

 3.1.4.2.2

28 – Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil

SFDR

 

E2-5 Substances of concern and very high concern

 3.1.4.2.3

 

 

 

E2-6 Anticipated financial effects from pollution related impacts, risks and opportunities

Phased-in   3.1.4.2.4

 

 

 

E3 – WATER AND MARINE RESOURCES

ESRS 2 IRO-1 – Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities

 3.1.5.1.1

 

 

 

E3-1 – Policies related to water and marine resources

 3.1.5.1.2

9 – Water and marine resources

SFDR

 

 

13 – Dedicated policy

SFDR

 

 

14 – Sustainable oceans and seas

SFDR

 

E3-2 – Actions and resources related to water and marine resources

 3.1.5.1.3

 

 

 

E3-3 – Targets related to water and marine resources

 3.1.5.2.1

 

 

 

E3-4 – Water consumption

 3.1.5.2.2

28 (c) – Total water recycled and reused in m3 relating to own operations

SFDR

 

 

29 – Total water consumption in m3 per net revenue on own operations

SFDR

 

E3-5 – Anticipations financial effects from water 

and marine resources-related impacts, risks and opportunities

Phased-in 

 

 

 

E4 – BIODIVERSITY

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy 

and business model

 3.1.1.4.1

16 (a) i – Biodiversity sensitive areas negatively affected

SFDR

Not material

 

16 (b) – Land degradation, desertification or soil sealing

SFDR

Not material

 

16 (c) – Threatened species affected

SFDR

Not material

E4-2 – Policies related to biodiversity and ecosystems

 

24 (b) – Sustainable land/agriculture practices or policies

SFDR

Not material

 

24 (c) – Sustainable oceans/seas practices or policies

SFDR

Not material

 

24 (d) – Policies to address deforestation

SFDR

Not material

E5 – CIRCULAR ECONOMY

ESRS 2 IRO-1 — Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities

 3.1.6.1.1

 

 

 

E5-1 – Policies related to resource use and circular economy

 3.1.6.1.2

 

 

 

E5-2 – Actions and resources related to resource use and circular economy

 3.1.6.1.3

 

 

 

E5-3 – Targets related to resource use and circular economy

 3.1.6.2.1

 

 

 

E5-4 – Resource inflows

 3.1.6.2.2

 

 

 

E5-5 – Resource outflows

 3.1.6.2.3

37 (d) – Non-recycled waste

SFDR

 

 

39 – Hazardous waste

SFDR

 

 

39 – Radioactive waste

SFDR

 

E5-6 – Anticipated financial effects from resource use and circular economy-related risks and opportunities

Phased-in   3.1.6.2.4

 

 

 

S1 – OWN WORKFORCE

ESRS 2 SBM-2 – Interests and views of stakeholders

 3.1.7.1.1

 

 

 

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy 

and business model

 3.1.7.1.2

14 (f) – Risk of incidents of forced labour

SFDR

 

 

14 (g) – Risk of incidents of child labour

SFDR

 

S1-1 – Policies related to own workforce

 3.1.7.2.1
 3.1.7.2.2
 3.1.7.2.3
 3.1.7.3.1
 3.1.7.3.2
 3.1.7.4.1

20 – Human rights Policy commitments

SFDR

 

 

21 – Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8

Benchmark Regulation

 

 

22 – Processes and measures for preventing trafficking in human beings

SFDR

 

 

23 – Workplace accident prevention policy or management system

SFDR

 

S1-2 – Processes for engaging with own workforce and workers’ representatives about impacts

 3.1.7.5.1

 

 

 

S1-3 – Processes to remediate negative impacts and channels for own workforce to raise concerns

 3.1.7.5.3

32 (c) – Grievance/complaints handling mechanisms

SFDR

 

S1-4 – Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

 3.1.7.2.1
 3.1.7.2.2
 3.1.7.2.3
 3.1.7.3.1
 3.1.7.3.2

 

 

 

S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

 3.1.7.2.1
 3.1.7.3.1

 

 

 

S1-6 – Characteristics of the undertaking’s employees

 3.1.7.1.3

 

 

 

S1-7 — Characteristics of non-employee workers in the undertaking’s own workforce

 3.1.7.1.4

 

 

 

S1-8 – Collective bargaining coverage and social dialogue

 3.1.7.5.2

 

 

 

S1-9 – Diversity metrics

 3.1.7.2.4

 

 

 

S1-10 – Adequate wages

 3.1.7.3.4

 

 

 

S1-11 – Social protection

 3.1.7.3.4

 

 

 

S1-12– Persons with disabilities

 3.1.7.2.4

 

 

 

S1-13 – Training and skills development metrics

 3.1.7.2.4

 

 

 

S1-14 – Health and safety metrics

 3.1.7.3.4

88 (b) and (c) – Number of fatalities and number and rate of work-related accidents

SFDR

Benchmark Regulation

 

 

88 (e) – Number of days lost to injuries, accidents, fatalities or illness

SFDR

 

S1-15 – Work-life balance metrics

 3.1.7.3.4

 

 

 

S1-16 – Remuneration metrics (pay gap and total remuneration)

 3.1.7.3.4

97 (a) – Unadjusted gender pay gap

SFDR

Benchmark Regulation

 

 

97 (b) – Excessive CEO pay ratio

SFDR

 

S1-17 – Incidents, complaints and severe human rights impacts

 3.1.7.4.2

103 (a) – Incidents of discrimination

SFDR

 

 

104 (a) – Non-respect of UNGPs on Business and Human Rights and OECD Guidelines

SFDR

Benchmark Regulation

 

S2 – WORKERS IN THE VALUE CHAIN

ESRS 2 SBM-2 – Interests and views of stakeholders

 3.1.8.1.1

 

 

 

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

 3.1.8.1.2

11 (b) – Significant risk of child labour or forced labour in the value chain

SFDR

 

S2-1 – Policies related to value chain workers

 3.1.8.2.1

17 – Human rights Policy commitments

SFDR

 

 

18 – Policies related to value chain workers

SFDR

 

 

19 – Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8

Benchmark Regulation

 

 

19 – Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines

SFDR

Benchmark Regulation

 

S2-2 – Processes for engaging with value chain workers about impacts

 3.1.8.2.2

 

 

 

S2-3 – Processes to remediate negative impacts and channels for value chain workers to raise concerns

 3.1.8.2.3

 

 

 

S2-4 – Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action

 3.1.8.2.4

36 – Human rights issues and incidents connected to its upstream and downstream value chain

SFDR

 

S2-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

 3.1.8.3.1

 

 

 

S3 – AFFECTED COMMUNITIES

S3-1 – Policies related to affected communities

 3.1.1.4.1

16 – Human rights Policy commitments

SFDR

Not material

 

17 – Non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines

SFDR

Benchmark Regulation

Not material

S3-4 – Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions

 

36 – Human rights issues and incidents

SFDR

Not material

ESRS S4: CONSUMERS & END-USERS

ESRS 2 SBM-2 – Interests and views of stakeholders

 3.1.9.1.1

 

 

 

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

 3.1.9.1.2

 

 

 

S4-1 – Policies related to consumers and end-users

 3.1.9.2.1

16 – Policies related to consumers and end-users

SFDR

 

 

17 – Non-respect of UNGPs on Business and Human Rights and OECD guidelines

SFDR

Benchmark Regulation

 

S4-2 – Processes for engaging with consumers and end-users about impacts

 3.1.9.2.2

 

 

 

S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

 3.1.9.2.3

 

 

 

S4-4 – Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions

 3.1.9.2.4

35 – Human rights issues and incidents

SFDR

 

S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

 3.1.9.2.5

 

 

 

G1 – BUSINESS CONDUCT

ESRS 2 GOV-1 – The role of the administrative, supervisory and management bodies

 3.1.10.1

 

 

 

ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

 3.1.10.2.1

 

 

 

G1-1– Business conduct policies and corporate culture

 3.1.10.2.2

10 (b) – United Nations Convention against Corruption

SFDR

 

 

10 (d) – Protection of whistle- blowers

SFDR

 

G1-2 – Management of relationships with suppliers

 3.1.10.2.3

 

 

 

G1-3 – Prevention and detection of corruption and bribery

 3.1.10.2.4

 

 

 

G1-4 – Incidents of corruption or bribery

 3.1.10.3.1

24 (a) – Fines for violation of anti-corruption and anti-bribery laws

SFDR

Benchmark Regulation

 

 

24 (b) – Standards of anti- corruption and anti- bribery

SFDR

 

G1-5 – Political influence and lobbying activities

 3.1.10.3.2

 

 

 

G1-6 – Payment practices

 3.1.10.3.3

 

 

 

The table below outlines the key datapoints not disclosed in this Sustainability Statement, as determined by BIC:

 

Significant undisclosed datapoints (as determined by BIC)

Reason for not disclosing it this Sustainability Statement

E1-9, E2-6, E3-5, E5-6

S1-13-83 (a), S1-15-93 (b)

Datapoint subject to phasing provisions

E1-1-16 (c), E1-3-29 (b)( c), E1-6-53 & 55, E1-8

E2-4-28(b), E2-5

S1-SBM-3-14 (f),(g)

S2-SBM-3-11 (b)(d), S2-5-42

S4-5

G1-3 (21b), G1-4 (24b), G1-6

Datapoint not available(a)

E1-1-16 (d) to (f)

Datapoint not applicable in regard to BIC's activities or DMA

E5-4 (31a) (31c)

Datapoint not disclosed as considered as sensitive information

  • For datapoints such as E2-5 or G1-6, the respective sections of the Sustainability Statement indicate that the information is currently unavailable, despite these disclosure requirements being deemed material: further efforts will be made to address them.

3.1.12Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 

 

Year ended 31st December 2024 

 

This is a translation into English of the statutory auditor’s report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English speaking users. 

This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited assurance engagement on the certification of sustainability information and verification of disclosures requirements under Article 8 of Regulation (EU) 2020/852". 

 

To the Annual General Meeting of Société BIC S.A 

 

This report is issued in our capacity as statutory auditor of Société BIC S.A. It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the year ended 31 December 2024 and included in section 3.1. “Sustainability Statement” in the Group management report. 

Pursuant to Article L. 233-28-4 of the French Commercial Code, Société BIC S.A. is required to include the above-mentioned information in a separate section of the Group management report. This information has been prepared in the context of the first time application of the aforementioned articles, a context characterized by uncertainties regarding the interpretation of the legal texts, the use of significant estimates, the absence of established practices and frameworks in particular for the double-materiality assessment, and an evolving internal control system. It enables to understand the impact of the activity of the Group on sustainability matters, as well as the way in which these matters influence the development of the business of the Group, its performance and position. Sustainability matters include environmental, social and governance matters. 

Pursuant to Article L.821-54 II of the aforementioned Code our responsibility is to carry out the procedures necessary to issue a conclusion, expressing limited assurance, on: 

This engagement is carried out in compliance with the ethical rules, including independence, and quality control rules prescribed by the French Commercial Code. 

It is also governed by the H2A guidelines on “Limited assurance engagement on the certification of sustainability information and verification of disclosures requirements set out in Article 8 of Regulation (EU) 2020/852". 

In the three separate parts of the report that follow, we present, for each of the parts of our engagement, the nature of the procedures that we carried out, the conclusions that we drew from these procedures and, in support of these conclusions, the elements that to which we paid particular attention and the procedures that we carried out with regard to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken in isolation and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three parts of our engagement. 

Finally, where deemed necessary to draw your attention to one or more disclosures of sustainability information provided by Société BIC S.A. in the Group management report, we have included an emphasis of matter paragraph hereafter. 

Limits of our engagement 

As the purpose of our engagement is to provide limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance. 

Furthermore, this engagement does not provide guarantee regarding the viability or the quality of the management of Société BIC S.A., in particular it does not provide an assessment, of the relevance of the choices made by Société BIC S.A. in terms of action plans, targets, policies, scenario analyses and transition plans, which would go beyond compliance with the ESRS reporting requirements. 

It does, however, allow us to express conclusions regarding the entity’s process for determining the sustainability information to be reported, the sustainability information itself, and the information reported pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make. 

Our engagement does not cover any comparative information. 

Compliance with the ESRS of the process implemented by Société BIC S.A. to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the Labour Code 

Nature of procedures carried out 

Our procedures consisted in verifying that: 

 We also checked the compliance with the requirement to consult the social and economic committee. 

Conclusion of the procedures carried out 

On the basis of the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the process implemented by Société BIC S.A. with the ESRS. 

Concerning the consultation of the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labour Code we inform you that as of the date of this report, this consultation has not yet taken place. 

Emphasis of matters 

Without qualifying the conclusion expressed above, we draw your attention to the information provided in the Group management report in section 3.1.1.4.1 “Description of process to identify and assess material impacts, risks and opportunities (IRO‑1)” relative to 

Elements that received particular attention 
Concerning the identification of impacts, risks and opportunities 

The information on the identification of impacts, risks and opportunities is provided in section 3.1.1.4.1 “Description of process to identify and assess material impacts, risks and opportunities (IRO-1)” of the Group management report. 

We reviewed the process implemented by the entity to identify actual or potential impacts (negative or positive), risks and opportunities (“IROs”) in relation to the sustainability issues mentioned in paragraph AR 16 of the “Application requirements” of ESRS 1 and, where applicable, those specific to the entity, as presented in note 3.1.1.3.3 “Material impacts, risks and opportunities and their interaction with the strategy and business model (SBM-3)” of the Group management report. 

In particular, we assessed the steps taken by the entity to determine its impacts and dependencies, which may be a source of risks or opportunities, including the dialogue implemented, where applicable, with stakeholders. 

We also assessed the completeness of the activities included in the scope used to identify IROs. 

We reviewed the entity’s mapping of identified IROs, including a description of their distribution within the entity’s own activities and value chain, as well as their time horizon (short, medium or long term), and assessed the consistency of this mapping with our knowledge of the entity and, where applicable, with the risk analyses carried out by the entities of the Group. 

We: 

Compliance of the sustainability information included in section 3.1. Sustainability Statement of the Group management report with the requirements of Article L.233-28-4 of the French Commercial Code, including the ESRS 

Nature of procedures carried out 

Our procedures consisted in verifying that, in accordance with legal and regulatory requirements, including the ESRS: 

Conclusion of the procedures carried out 

Based on the procedures we have carried out, we have not identified material errors, omissions or inconsistencies regarding the compliance of the sustainability information included in section 3.1. Sustainability Statement of the Group management report, with the requirements of Article L.233-28-4 of the French Commercial Code, including the ESRS.  

Emphasis of matters 

Without qualifying the conclusion expressed above, we draw your attention to the information provided in the section 3.1.”Sustainability Statement” of the Group management report which describes the uncertainties and limits faced by the Group in the particular context of the first time application of the CSR Directive and notably concerning: 

(i) The scope of consolidation used for indicators reported by the Group by topics (paragraph 3.1.1.1.1 “General basis for the preparation of the Sustainability Report (BP1)”); 

(ii) The trajectory adopted for Scope 3 GHG emissions for the transition plan mentioned in paragraph 3.1.3.2.1 “Transition plan for climate change mitigation” and, 

(iii) The description of datapoint omissions considered acceptable for the first year of application (paragraph 3.1.11 “Disclosure Requirements in ESRS covered by Sustainability Statement (IRO‑2)”). 

Elements that received particular attention 
 Information provided in application of environmental standards (ESRS E1 to E5) 

The information published on climate change (ESRS E1) is mentioned in section 3.1.3 “Climate change (ESRS E1)” in the Group’s management report. 

We present below the information to which we have paid particular attention concerning the compliance of this information with the ESRS. 

Our work consisted in particular in: 

Compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852 
Nature of procedures carried out 

Our procedures consisted in verifying the process implemented by Société BIC S.A. to determine the eligible and aligned nature of the activities of the entities included in the consolidation. 

They also involved verifying the information reported pursuant to Article 8 of Regulation (EU) 2020/852, which involves checking: 

Conclusion of the procedures carried out 

Based on the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies relating to compliance with the requirements of Article 8 of Regulation (EU) 2020/852. 

 

Neuilly-sur-Seine, the 26th of March 2025 

 

One of the statutory auditors 

Grant Thornton 

The French Member Firm of Grant Thornton International 

 French original signed by 

 Virginie Palethorpe, 

Partner 

3.2Vigilance Plan

 

3.2.1Introduction

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 due diligence 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:

 

The Vigilance Plan includes the following information:

3.2.2Governance

The Vigilance Plan is integrated into the Company’s ESG strategy. Representatives of various departments (Sustainable Development, Procurement, Legal & Compliance and Group Enterprise Risk Management) continued working on the monitoring of measures implemented in the frame of the Vigilance Plan. As part of a continuous improvement process, the implementation of the Vigilance Plan is reviewed and updated through a shared governance approach, which means that the same teams, departments and functions are all involved in the Vigilance Plan as well as in other Group ESG initiatives.

In 2024, BIC re-assessed the Vigilance Plan and all other elements of BIC’s Compliance Program in an ongoing effort to ensure its relevance and effectiveness. Strategic cross-functional partnerships and working groups with internal key stakeholders are in place to ensure that the Vigilance Plan reflects the status of mitigation measures.

The Board of Directors is informed each year of the update of the Vigilance Plan, and the Executive Committee will continue to monitor the key non-financial performance indicators.

3.2.3Risk mappings

3.2.3.1Methodology

BIC focuses on five workstreams to map major risks for the Group:

The different working groups assessed major existing and potential risks across the Group, as well as opportunities designed to create value for stakeholders and the Group. The enterprise risk mapping highlights the risks associated with the supply chain and corruption risks. An integrated risk assessment initiative was led by the Enterprise Risk Management and Legal & Compliance functions using both top down and bottom-up approaches. The assessments’ results were shared with the Executive Committee and key leaders within the Company. For further details, please refer to section  2.2.

In 2022, an external service provider, specialized in corporate social responsibility and responsible procurement, assisted the working groups during the risk evaluation phase. The methodology used followed the same rating scale as the one used for Group’s enterprise risk mapping (presented in section  2.3.).

In 2023 and 2024, the methodology of the different risk assessments was namely built on some of the following sources:

BIC worked to update the major risks and related corrective actions with respect to the four topics covered by the Vigilance Law, as well as business ethics, through approximately sixty sub-topics designed to sharpen the analysis.

3.2.3.2Stakeholders' Consultation

The Group involved stakeholders in all stages of the risk mapping process:

In 2024, BIC updated its risk mapping under the Vigilance Plan covering 2023, with a revised methodology to evaluate its gross risks and net risks with the support of external experts and in accordance with the law, global standards and regulators’ expectations. In 2024, BIC continued to update its risk mapping under the Vigilance Plan and the implementation of related action plans.

3.2.3.3Duty of Vigilance Risk Mapping Methodology

In accordance with the Vigilance Law, BIC carries out required risk mappings to identify, analyze and prioritize major risks related to human rights and fundamental freedoms, health and safety as well as environment. This risk mapping exercise is part of BIC’s different risk management initiatives as well as part of the Vigilance Plan.

The Vigilance Plan includes reasonable vigilance measures to identify risks and prevent serious harm resulting from BIC’s activities and those of its Subsidiaries, Suppliers and Subcontractors.

This specific risk mapping is based on a comprehensive risk analysis methodology, which consists of six steps, as described below. To ensure a thorough and up-to-date understanding of risks, this approach has included discussions with internal stakeholders involved in BIC’s processes (included but not limited to Sales, Recruitment, Procurement, etc.), analysis of those processes and factors that may impact any potential risks, and incorporated data regarding certain external stakeholders, such as certain suppliers or contractors:

By using this methodology, BIC has finalized a complete, formalized, and evolving risk map covering human rights and fundamental freedoms, personal health and safety, as well as the environment.

BIC continues to evaluate the impact and effectiveness of its actions in order to always improve its understanding of the risks it may face. In that regard, specific action plans have been developed and are continuously monitored and updated by designated internal stakeholders in order to reflect all recent developments in terms of managing any risks identified. This process includes any Subsidiaries that may be further be added to the Group, such as the recent acquisition Tangle Teezer.

Additional elements regarding these action plans are provided in the following sections based on the specific themes to which they refer.

3.2.4Risk mappings related to duty of vigilance themes

3.2.4.1Enterprise Risk Categories and Assessment

As described in sections 2.1 and 2.2, some of the enterprise risks identified in those sections include risks in the areas of Human Rights & Fundamental Freedoms, Environment (risks related to plastic and climate change) and Health & Safety (risks related to product safety, consumer health and safety). These enterprise risks are listed in addition to the duty of Vigilance risk assessment. For each of these enterprise risks, mitigation measures have been implemented, as indicated in section  2.2.

 

3.2.4.2Major Supply Chain Risks

The main supply chain risks below have been mapped with the assistance of external consultants in the context of defining BIC’s commitments under the “Writing the Future, Together” program. 

 

Purchasing Categories

Type of risks

Raw materials, Plastics, Metals, Inks and Chemicals

Environment: Plastics consumption, water pollution and soil pollution related to the extraction of raw materials

Human Rights: Exposure of local populations to releases from production sites

Exclusion of conflict minerals

Health and safety: Impact of chemicals on health and safety of team members. Consumer product safety

Packaging

Environment: Deforestation, overpacking, water pollution from the manufacturing process

Health and safety: Environmental impact of chemicals used (inks, adhesives)

Transport & Logistics

Environment: Greenhouse gas emissions, consumption of non-renewable energy sources

Health and safety: Road accidents & handling accidents

Contract manufacturers

Environment: Greenhouse gas emissions, consumption

Societal and Human Rights: Compliance with ILO Conventions including working conditions, forced labor, constrained work or child labor

Health and safety: Employee Health and Safety

Indirect suppliers

Environment: Water and energy consumption, water pollution especially for maintenance personnel

Societal and Human Rights: Compliance with ILO Conventions including working conditions, forced labor or child labor

Health and safety: Employee Health and Safety

 

3.2.4.3Vigilance Law Risk Mapping – Risk Categories

The following three risk categories have been identified in accordance with Article L. 225-102-4 of the French Commercial Code, and each category is divided into specific topics:

 

The assessment includes the “risk of occurrence” – probability that the risk occurs -, along with the potential impact of the potential risk.

The Vigilance Plan mapping of analysed “gross risks” illustrates the assessment of the potential risk prior to the impact of mitigation and remediation measures (potential “gross risk”). These potential gross risks are attenuated by the mitigation and remediation measures (potential “risk net”) as described below (see section  3.2.5).

The risk levels are assessed as per the following scale: “very low risk”; “low risk”; “medium risk” and “high risk”. It should be noted that no “high risk” has been identified.

The Vigilance Plan mapping of “gross risks” may be represented as follows. The Vigilance Plan mapping of “net risks” may be found at the end of section  3.2.5 pertaining, namely to remediation measures.

 

BIC2024_URD_EN_I039_HD.jpg

3.2.5Vigilance Plan Mitigation and Remediation

BIC’s Vigilance Plan includes an assessment of the main actions implemented to remedy or mitigate the specific risks that BIC poses or is likely to pose to its environment.

3.2.5.1Policy Framework

BIC has drawn up a series of documents to facilitate risk management. The ones that specifically address the areas covered by the Vigilance Law and provide the basis for BIC’s Vigilance Plan are the following:

A Group Policy Committee was set up in 2024, chaired by the Director for Enterprise Risk Management to manage the development, issuance and regular review of Group policies.

3.2.5.2Third party Management and Due diligence

For further information on responsibility in the value chain and the steps taken, please see sections  3.1.8.2.4 and  3.1.10.2.3.

3.2.5.3Whistleblowing Mechanism & Reporting System

In accordance with BIC’s internal whistleblowing system (BIC Speak Up), the BIC Speak-Up Line allows BIC team members and third parties, including workers in the value chain, to report through a secure website any concern they may have, such as ethics risks, known or suspected breaches of BIC Code of Conduct, BIC policies or applicable laws and regulations, including serious violations of human rights and fundamental freedoms, the health and safety and environment. The Speak Up Line is accessible from BIC’s intranet and external websites. As described in the Speak Up Policy, whistleblowers have several other channels to raise their concern (line managers, HR, dedicated local channels, etc.). Any allegation reported in good faith is reviewed thoroughly by a dedicated and impartial investigation team set up for the purpose of the investigation. Confidentiality is ensured at all stages of the process. Adequate corrective measures are taken where necessary. Speak Up cases statistics and metrics, as well as remediation plans are communicated to the Board of Directors. The Speak Up Policy also reinforces the protection of whistleblowers, especially against retaliation and obstruction.

In 2024, the BIC Speak Up system, including tools and processes, was reviewed and upgraded to strengthen the Group general whistleblowing program and reporting system, in compliance with applicable laws and regulations, as well as to ensure more comprehensive metrics, trend spotting, and prevention-based training.

A company-wide communication campaign was also launched in 2024 to promote BIC Speak Up program and the BIC Speak Up line.

3.2.5.4Additional Remediation Measures

In addition to general Code of Conduct e-learnings, audience-tailored trainings to factory workers related to BIC Code of Conduct, that aim to foster awareness and engagement, started in 2024 and include specific sections related to human rights and working conditions. At regional level, specific compliance and business ethics trainings are also being delivered on an ad hoc basis. A training plan combining general and specific trainings is annually developed.

As part of its Vigilance Plan, BIC also relies on its strategy “Writing the Future, Together” and pledged to achieve five sustainable objectives by 2025:

 

The Vigilance Plan mapping “net risks”, after mitigation measures, may be represented as follows:

 

BIC2024_URD_EN_I040_HD.jpg

 

Key non-financial performance indicators were defined and will be implemented according to the various procurement families.

3.2.6Monitoring of Vigilance Plan

In accordance with the Vigilance Law, and with Article L. 225-102-4 of the French Commercial Code, BIC monitors, through its Vigilance Plan and as part of the related risk mapping action plans, the implementation and efficiency of the measures to prevent serious violations of human rights and fundamental freedoms, the health and safety of individuals and the environment. This monitoring system is done through a cross-functional approach, with relevant subject-matter experts, in order to assess the relevance and efficiency of the measures in place.

In ensuring compliance with the “Writing the Future, Together” program, Global Procurement implemented the following process to ensure the risk mitigation measures are regularly assessed and remain in line with the Vigilance Plan:

Every year the Executive Committee reviews the progress of the “Writing the Future, Together” program. BIC re-assesses and updates the Vigilance Plan, including the relevance and effectiveness of mitigation measures and risk mapping action plans. Strategic cross-functional partnerships and working groups with internal key stakeholders are in place to ensure that the Vigilance Plan reflects the status of mitigation measures.

(1)
Strategic suppliers: For direct and indirect suppliers, BIC has set up criteria to qualify them as strategic. The criteria are linked to BIC’s spending, the uniqueness of a supplier, its impact on BIC’s business continuity, growth and development, and the sustainable advantages brought to BIC.
(2)
The Global Reporting Initiative is a global organization that provides standards for reporting environmental, social and economic impacts.
(3)
The Sustainable Development Goals have been set by the United Nations in 2015 with the adoption of the 2030 Agenda for sustainable development.
(4)
As of February 2025
(5)
Electricity generated from biomass (including biogas), geothermal, solar, water (including hydro) and wind power is considered renewable.
(6)
BIC has revised the wording of its commitment in 2023 and now uses “lost-time incident” instead of “accident”.
(7)
All organizations depend on various forms of capital for their success. The six categories of capital identified are: financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.
(8)
A scoring grid was developed: scale information was assessed on a scale from -5 to 5, scope on a scale from 0 to 5, irremediability as a percentage from 0 to 100 and likelihood as a percentage from 0 to 100 resulting in a partial severity score from -25 to 25. The scores from stakeholder surveys were assessed on a scale from -5 to 5.
(9)
A scoring grid was developed: scale information was assessed on a scale from 0 to -5, scope on a scale from 0 to 5, and likelihood as a percentage from 0 to 100. The partial magnitude score range for dependencies was from 0 to 25 and the final magnitude score range from 0 to 5. 
(10)
Resource use and circular economy - Waste, Workers in the value chain - Working conditions and Equal treatment for all and Consumers and end-users - Personal safety of consumers and/or end-users - Health and safety
(11)
Electricity generated from biomass (including biogas), geothermal, solar, water (including hydro) and wind power is considered renewable.
(12)
As  highlighted in section 3.1.3.4.1, Scope 1 and 2 targets were defined using the principles of the Paris Climate Protocol and based on the 1.5°C pathway methodology. The Group’s Scope 1 and 2 commitments exceed recommended targets. The Scope 3 target was weighted using a 2.0°C pathway methodology and is reviewed every year by the Sustainable Development Team.
(13)
In weight, relative to the total weight of raw materials purchased.
(14)
In 2022, BIC conducted a physical and transition climate change risk analysis across its entire value chain. Main physical and transitional risks were assessed under two bespoke scenarios, with their magnitude and likelihood identified. 
(15)
Electricity generated from biomass (including biogas), geothermal, solar, water (including hydro) and wind power is considered renewable
(16)
Location-based.
(17)
The breakdown of BIC’s energy consumption for 2023 was corrected to include administrative and commercial entities.
(18)
The share of renewable electricity for 2023 was corrected to include administrative and commercial entities.
(19)
The annual energy consumption normalized to BIC production for 2023 was adjusted to include administrative and commercial entities and to reflect the corrected BIC production values for 2023.
(20)
The GHG emissions from intra-company transport for 2023 have been revised to include the previously omitted data from Brazil and Tunisia.
(21)
Source: WRI Aqueduct, accessed in November 2024.
(22)
The 2023 data has been revised following the correction of errors in the 2023 production and water withdrawal data.
(23)
Alternative materials are defined as plastics that are not made of petroleum (bio‑based plastics, mass‑balanced bio‑based plastics).
(24)
Lighter Life Observatory, 2023, Supper by SquareManagement; Accidents involving pocket lighters, France 2022, Calyxis; Social and Environmental impact of accidents from non-compliant lighters, 2024, Transitions, Calyxis.
(25)
“Il y aura l’âge des choses légères” by Thierry Kazazian, Victoires Éditions, 2003.
(26)
Acrylonitrile, Butadiene, Styrene.
(27)
Made from certified cellulose from responsibly managed forests endorsed by independent certification schemes.
(28)
Spend in Euros.
(29)
Waste Electrical and Electronic Equipment.
(30)
The 2023 data has been revised following the correction of errors in the 2023 production and waste data.
(31)
The 2023 data has been revised following the correction of errors in the 2023 waste data.
(32)
Benchmark provided by our provider and based on results from comparable organizations.
(33)
The total turnover rate is calculated by dividing the total number of terminations of salaried team members during 2024, by the average headcount. The ‘average headcount’ is the sum of the headcounts at the start and end of the reporting period, divided by two. The turnover rate 'excluding terminations at the end of Fixed Term Contracts' uses the same calculation, but excludes ‘End of Fixed Term Contracts’ terminations.
(34)
The ‘permanent voluntary turnover rate' is calculated by dividing the number of terminations of permanent salaried team members during 2024 which were for voluntary reasons (such as resignation and retirement), by the average permanent headcount (which is the sum of the permanent headcounts at the start and end of the reporting period, divided by two).
(35)
Level 4 and above positions: Executives, including Executive Committee
(36)
BIC has specified its commitment wording and is now using “lost‑time incident” instead of “accident”.
(37)
The International Social Security Association (ISSA) is an international organization uniting social security authorities and institutions around the world. This applies to the Group Supply Chain Business Unit.
(38)
At BIC Corporation
(39)
The number of lost-time incidents for 2023 has been revised from 36 to 38, following the classification of two additional incidents as lost-time incidents by authorities after the conclusion of the audit.
(40)
The 2023 incident rate was adjusted due to the revised number of lost-time incidents for 2023.
(41)
Source: Freedom House ranking.
(42)
Freedom House: Freedom House is a non-profit organization based in Washington, D.C. and best known for political advocacy surrounding issues of democracy, political freedom, and human rights.
(43)
Contract Manufacturers include original equipment manufacturers (OEMs) and Suppliers of Finished Goods (SFGs).
(44)
For direct and indirect suppliers, BIC has set up criteria to qualify them as strategic. The criteria are linked to BIC’s spending, the uniqueness of a supplier, its impact on BIC’s business continuity, growth and development, and the sustainable advantages brought to BIC.
(45)
Excluding BIC Graphic, new acquisitions and certain OEMs.
(46)
These actions included conducting a strategic resilience study and the Supplier Sustainability assessment campaign.
(47)
In particular, BIC is a member of: EWIMA (European Writing Instrument Manufacturers Association); WIMA (Writing Instrument Manufacturers Association); ACMI (Art & Creative Materials Institute); TIE (Toy Industries of Europe); EFLM (European Federation of Lighter Manufacturers); and Fédération des Entreprises de la Beauté in France.
(48)
Article L. 225-201-4 (I) of the French Commercial Code [Unofficial Translation].

Corporate governance

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 2024.

This chapter has been prepared with the support of the:

 

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 18, 2025.

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.

According to the “apply or explain” rule provided for in Article L. 22-10-10 of the French Commercial Code and Article 28.1 of the AFEP-MEDEF Corporate Governance Code, Société BIC refers to the provisions of the AFEP-MEDEF(1) Corporate Governance Code whose last version was updated on December 20, 2022.

 

4.1.Administrative and management bodies

 

4.1.1Governance structure

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.

4.1.1.1Our philosophy

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 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 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:

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.

4.1.1.2Corporate management

Chair of the Board and Chief Executive Officer are two separate functions in order to further improve the quality of the Company's governance in line with best market practice. Gonzalve Bich holds the position of Chief Executive Officer since May 16, 2018. His mandate was renewed following the Annual Shareholders’ Meeting of May 18, 2022.  It is specified that, on 11 December 2024, the Board of Directors and Gonzalve Bich announced that they will begin a transition process intended to close out Gonzalve’s tenure and appoint a new CEO by September 30, 2025. His terms of office as Chief Executive Officer and Director will end at the same time.

Nikos Koumettis was appointed by the Board as Non-Executive Chair on May 18, 2022.

This separation ensures a balance of powers between :

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 February 2025.

4.1.1.3Role and mission of the Lead Director

When the Chairmanship of the Board and the CEO are two separate functions, the Board’s Internal Regulations(2) do not require the appointment of a Lead Director. Nevertheless, in the event of unity of these two roles, and when the Chair does not meet all the independence criteria recommended by the AFEP-MEDEF Corporate Governance Code, the Board may decide to appoint a Lead Director for the duration of the non-independent Chair’s term of office. 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 April 23, 2024. 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. They strive 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 this Universal Registration Document, the roles of the Chair of the Board of Directors and Chief Executive Officer are separate, and the Chair of the Board, Nikos Koumettis, in an Independent Director. In this context, the Board of Directors does not consider it necessary to appoint a Lead Director.

4.1.1.4Executive Committee as of February 2025

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.

4.1.1.4.1Role and Composition of the 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 § 2.4.3.2 The Executive Committee.

Composition aS of february 2025

 

 

BIC2024_URD_EN_H021_HD.jpg

 

 

Gonzalve Bich (French-American)

Chief Executive Officer

David Cabero (Spanish)

Group Category Leader, Stationery

François Clément-Grancourt (French-Swiss)

Lighter General Manager

Gary Horsfield (British)

Group Supply Chain Officeer and Group Category Leader, Blade Excellence

Sara LaPorta (British)

Group Strategy and Business Development Officer

Alexandra Malak (French)

Chief People and Workplace Officer

Jonathan Skyrme (British)

General Manager, Skin Creative

Chad Spooner (American)

Chief Financial Officer

Chester Twigg (American)

Group Commercial Officer

Esther Wick (French-Swiss-American)

Group General Counsel

4.1.1.4.2Executive Committee biographies

 

David Cabero

Group Category Leader, Stationery

BIC2024_URD_Photos_Admin_CABERO_HD.jpg

 

Age: 50 years old

Nationality: Spanish

Time at BIC: 20 years

Time at the Executive Committee: since June 2024

Biography

David Cabero is BIC’s Group Category Leader of the Stationery division.

David has a strong background in finance and financial controlling. He started his career as External Auditor for Arthur Andersen in 1997, he joined L’Oréal in 2000 as Internal Auditor then as International Controller in the Luxury Division. He joined BIC in 2005 as Finance Manager and then as General Manager for a growing number of regions, such as Greece, Iberia, Southern and Eastern Europe, before joining the Commercial Leadership Team and taking on General Management for all of Europe in January 2019.

David holds a bachelor’s in Business Administration and MBA from ESADE (Barcelona), an Advance Management Program from IESE (Barcelona), and a Master’s in Management Control from HEC school (Paris).

 

François Clément-Grandcourt

General Manager, Group Lighters

BIC2024_URD_Photos_Admin_FCG_HD.jpg

 

Age: 53 years old

Nationality: French – Swiss

Time at BIC: 24 years

Time at the Executive Committee: 7 years

Biography

François Clément-Grandcourt is the General Manager of BIC’s Flame for Life (Lighters) division.

François started his career in the Marketing Department of Danone and then Coca-Cola. He joined BIC in 2000 as Marketing Manager for the Shaver division for Europe. He moved on as Marketing Director for Europe-Middle East and Africa for the Lighter and Shaver divisions in 2004. In 2006, he became General Manager of sales subsidiaries and distributors of Eastern Europe. In 2008 he joined the Group Lighter category, first as Deputy General Manager before being appointed as Group Lighters General Manager in 2016, succeeding its founder, François Bich.

François holds a graduate degree from INSEAD, where he completed his MBA in Business, and was certified from the INSEAD Advanced Management Program, and from Sciences Po – Institut français des administrateurs where he was certified from the director program.

 

Gary Horsfield

Group Supply Chain Officer and Group Category Leader, Blade Excellence

BIC2024_URD_Photos_Admin_HORSFIELD_HD.jpg

 

Age: 53 years old

Nationality: British

Time at BIC: 3 years

Time at the Executive Committee: 3 years

Biography

Gary Horsfield is BIC’s Group Supply Chain Officer and Group Category Leader for the Blade Excellence Division.

Gary joined BIC in 2021 with more than 25 years of multinational leadership experience.

Before joining BIC, Gary held a role as Interim Chief Operating Officer, Personal Protective Equipment for the UK Government, National Health Services (NHS) and Department of Health and Social Care (DHSC) in 2020. While in this position, he volunteered throughout the COVID-19 crisis to create and lead the UK’s largest supply chain and e-commerce platform. Additionally, he previously served as Executive Director, Group Head of Packaging, Supply Chain and Innovation (COO) for William Grant & Sons in Edinburgh from 2017 to 2019 where he led the transformation of their global supply chain.

Gary holds a bachelor’s degree in Manufacturing Engineering from Brunel University in London.

 

Sara Laporta

Group Strategy and Business Development Officer

BIC2024_URD_Photos_Admin_LAPORTA_HD.jpg

 

Age: 64 years old

Nationality: British

Time at BIC: 5 years

Time at the Executive Committee: 5 years

Biography

Sara LaPorta is the Chief Strategy and Business Development Officer for BIC.

She brings more than 25 years of senior-level experience with several noteworthy organizations, much of it focused on solving complex business and consumer problems. Sara began her career at The Boston Consulting Group and as a Partner led a variety of growth-oriented engagements for well-known retailers and global CPG companies. Sara spent 10 years at PepsiCo as a Senior Vice-President developing and coordinating consumer-driven growth strategies for the Beverage business in the Americas and globally. She then joined BIC’s Executive Team in 2019 to create the Strategy and Business Development teams and establish the M&A function.

Sara holds a Master of Science in Management (MBA) from M.I.T. Sloan School in the United States, and a Ph.D. in Plant Pathology and Biotechnology from King’s College, University of London in the UK.

 

ALEXANDRA MALAK

Chief People and Workplace Officer

BIC2024_URD_Photos_Admin_MALAK_HD.jpg

 

Age: 45 years old

Nationality: French 

Time at BIC: since February 2025

Time at the Executive Committee: since February 2025

Biography

Alexandra Malak returned to BIC as Chief People and Workplace Officer in February 2025 and is responsible for leading the development and execution of strategic Human Resources initiatives that drive talent acquisition, organizational development, employee engagement and a positive workplace culture. 

Alexandra joined BIC in 2004 and held several HR Director positions in both France and the USA over her 15-year career with the company. In 2019, she left BIC to join Renault Group as Vice President HR. After Renault Group, Alexandra was Vice President People, Work Environment, Ethics and Compliance for Ampere, a 11,000 people spin-off from Renault Group dedicated to Electric vehicles. 

Alexandra holds a master’s degree in HR strategy and communication from the CELSA-Sorbonne University, Paris, and an Executive Leadership Program Certification from the London Business School.

Jonathan Skyrme

General Manager, Skin Creative

BIC2024_URD_Photos_Admin_SKYRME_HD.jpg

 

Age: 50 years old

Nationality: British

Time at BIC: 20 years

Time at the Executive Committee: 1 year

Biography

Jonathan Skyrme is the General Manager for BIC’s Skin Creative division.

He began his career in various Commercial and Marketing roles with Xerox in 1997, Energizer from 1998 to 2003 and Greene King Brewing Co from 2003 to 2005.

Jonathan joined BIC in 2005 and served previously as General Manager of BIC UK and BIC Ireland, and most recently as Chief of Staff for the Group’s CEO, which included leading Group Communications.

Jonathan holds a BSc Honors Degree in Industrial Studies from Sheffield Hallam University in England.

 

Chad Spooner

Chief Financial Officer

BIC2024_URD_Photos_Admin_SPOONER_HD.jpg

 

Age: 53 years old

Nationality: American

Time at BIC: 4 years

Time at the Executive Committee: 4 years

Biography

Chad Spooner joined BIC in July 2020 as Chief Financial Officer.

Over the course of his 25-year career in the industrial and consumer goods industries, Chad has gained broad experience spanning finance, portfolio resources and operations. He began his career at General Electric in 1993, where he progressed through operational and finance leadership positions. His last role with GE was CFO of GE Energy Contractual Services. Before joining BIC, he also worked in financial leadership and officer positions in private equity firms including Rafaella in 2005, Tenex Capital Management in 2009 and Slingshot Health in 2018.

Chad holds a BS in Mechanical Engineering from MIT in the United States.

 

Chester Twigg

Group Commercial Officer

BIC2024_URD_Photos_Admin_TWIGG_HD.jpg

 

Age: 60 years old

Nationality: American

Time at BIC: 4 years

Time at the Executive Committee: 4 years

Biography

Chester Twigg is the Group Commercial Officer for BIC. He has 30 years of experience in leading global commercial strategies and customer relationships with best-in-class consumer goods companies.

Chester has managed key customers and driven transformation efforts at both Procter & Gamble from 1993 to 2016 and Johnson & Johnson from 2016 to 2019 where he was responsible for oversight of all commercial capabilities at Johnson & Johnson Consumer. He joined BIC in 2020.

Chester graduated from Sydenham College in Mumbai with a bachelor’s degree in Commerce, Economics and Management, and holds an MBA in Marketing and Finance from the University of Mumbai.

Esther Wick

Group General Counsel

BIC2024_URD_Photos_Admin_WICK_HD.jpg

 

Age: 53 years old

Nationality: French – Swiss – American

Time at BIC: 2 years

Time at the Executive Committee: 2 years

Biography

Esther Wick is the BIC Group General Counsel and Secretary of the Board.

Esther has 25 years of international career experience with publicly listed and family-owned companies. She began her career as an associate at Salans in 1996 and, after having been admitted to the New York bar, worked at Epstein Becker & Green, P.C. from 2000 to 2003. She then joined Pfizer in New York for over 10 years ending as Assistant General Counsel and Regional Legal Lead Emerging Markets Europe. After Pfizer, she joined Sanofi Pasteur MSD in Lyon as Executive Director General Counsel in 2014 and then bioMérieux in 2017 as Executive Vice-President, General Counsel Legal, IP, Ethics and Compliance. She joined BIC in 2022.

Esther is a dual-qualified French and New York Attorney; she holds a Masters in Law from the University of Paris II and an LL.M. Master of Laws degree from Columbia University School of Law, as well as postgraduate Diplôme d’études approfondies (DEA) and Diplôme d’études supérieures spécialisées (DESS) degrees in sociology of law and medical and pharmaceutical law from Paris-Pantheon-Assas University, University of Paris and Université de Tours.

 

Expertise of the Executive Committee

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:

 

Competence Matrix

 

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

 

BIC2024_URD_EN_I004_HD.jpg

 

4.1.1.5Summary table of the implementation of the AFEP-MEDEF Corporate Governance Code

The Company considers that its practices comply with all the recommendations of the AFEP-MEDEF Governance Code(3).

4.1.2Composition of the Board of Directors

4.1.2.1Our Board of Directors as of December 31, 2024

BIC2024_URD_EN_Conseil_p01_HD.jpg

4.1.2.2General rules relating to the composition of the Board of Directors and the appointment of Directors

The Board of Directors is chaired by Nikos Koumettis since May 18, 2022.

The Company’s Articles of Association and the Internal Regulations of the Board of Directors define the following principles:

4.1.2.3Diversity policy applied to the composition of the Board of Directors

Société BIC’s Directors are appointed by the Annual Shareholders’ Meeting, with the exception of Directors representing employees. The Board of Directors, on the basis of the recommendations of the Nominations, Governance and CSR Committee, submits to the Shareholders’ Meeting the nomination and renewal of mandates of Directors. Proposals for appointment and renewal are made in accordance with legal and regulatory provisions and the recommendations of Article 7 of the AFEP-MEDEF Corporate Governance Code, which relate to the guiding principles for the composition of the Board of Directors.

 

As of the date of the current Universal Registration Document, the 12 members of the Board of Directors of Société BIC include:

 

BIC2024_URD_EN_Schema_Conseil_HD.jpg

 

The Board strives for a balanced membership that reflects the challenges the Group is facing. The Board can rely on the recommendations of the Nominations, Governance and CSR Committee to perform this task. This review is conducted every year.

The Board of Directors is composed of members with qualifications or professional experience that enable them to contribute effectively to the work of the Board, in all its areas of intervention, and to ensure the quality of its discussions. The Directors have general management experience, expertise in a particular field (such as finance, manufacturing, and HR) and/or governance experience. Some of them also have long-standing and in-depth knowledge of Société BIC and its environment. They complement each other due to their diverse professional experiences, skills, and international exposure. In addition, the Directors representing the employees, with their particular knowledge of the Company, provide additional insights and enrich the quality of the Board’s discussions. The quality of the Board’s decisions is thus ensured by the diversity of the Board’s membership, in terms of qualifications and professional experience, as well as the nationality and age of its members.

Considering these factors, the Board of Directors considers that its composition in 2024 met the diversity criteria examined. However, it remains attentive to any potential changes that might be consistent with the Group’s development and dynamism.

In addition, information on the Company’s initiatives to achieve a balanced representation of women and men on the Executive Committee as well as gender balance within the top 10% of the most senior positions is presented in § 3.1.7.2.1. Promoting diversity, equity and inclusion.

Age distribution
BIC2024_URD_EN_I001_HD.jpg
GENDER DISTRIBUTION(1)
BIC2024_URD_EN_I002_HD.jpg

 

SENIORITY IN THE MANDATE
BIC2024_URD_EN_I003_HD.jpg

 

Expertise of the Directors

The Board of Directors commits to promoting diversity among its members, taking into account their skills and professional experience, their nationality and their age. All Directors bring the following skills to the Board of Directors:

Competence Matrix

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

 

 

BIC2024_URD_EN_I005_HD.jpg

4.1.2.4Selection process for Directors

The appointment of Directors is subject to a transparent selection process before being submitted to Shareholders for approval at the Shareholders' Meeting. The aim of this selection process is to determine the profile of Directors the Company needs in terms of skills, qualifications and experience, with a view to enriching those already present on the Board of Directors. Particular attention is paid to the availability and independence of Directors, as well as to the fact that they must not hold multiple directorships in other companies.

 

BIC2023_URD_EN_H086_HD.jpg

 

BIC2023_URD_EN_H087_HD.jpg

 

Pascal Chevallier resigned from his position as Director and employee of the Group with effect from August 31, 2024 (acknowledged by the Board of Directors meeting of July 31, 2024). In accordance with the above mentionned procedure the Group Works Council met on October 3rd, 2024 and decided to appoint Sébastien Drecq to replace Pascal Chevallier.

Moreover, on December 11, 2024, the Board of Directors and Gonzalve Bich announced that they will begin a transition process intended to close out Gonzalve’s tenure and appoint a new Chief Executive Officer by September 30, 2025. In this context, the Board decided to create an ad hoc succession committee composed of Board members, including Gonzalve Bich. This committee would be responsible for identifying, evaluating and presenting to the Nominations, Governance and CSR Committee one or more candidates for the position of Chief Executive Officer of the Company and recommendation to the Board of Directors. 

Finally, following Maëlys Castella's decision not to seek for the renewal of her mandate, the Board followed this procedure when selecting the new Independent Director to succeed her. In this respect, the Board of Directors meeting of February 18, 2025, decided, on the recommendation of the Nominations, Governance and CSR Committee, to propose the nomination of Esther Gaide as Independent Director to replace Maëlys Castella. This nomination will be proposed to the Shareholders' Meeting of May 20, 2025.

Renewal

Proposals for the renewal of Board members are made with a view to maintaining the various balances and ensuring that the skills and expertise available are in line with the Company’s activities and strategic priorities, as well as with the specific missions of the Board Committees. In particular, account is taken of:

The Nominations, Governance and CSR Committee submits its recommendations to the Board of Directors, which decides whether or not to propose the renewal of Directors to the Shareholders' Meeting.

In accordance with the AFEP-MEDEF Corporate Governance Code (Article 15), the duration of Directors’ terms of office is staggered, enabling Shareholders to vote regularly and frequently on the composition of the Board of Directors. This system ensures the continuity of operation of the Board of Directors and encourages the smooth and regular reappointment of its members(4).

At the Shareholders' Meeting on May 20, 2025, Shareholders will be invited to renew the terms of two Directors: Gonzalve Bich was re-appointed as Directors on May 18, 2022, and Nikos Koumettis was appointed Director and Chair of the Board on the same date.  

The Board of Directors, in its meeting of February 18, 2025 decided to recommend the renewal of the mandates of Nikos Koumettis and Gonzalve Bich for three years.

As a reminder, Maëlys Castella, Independent Director since May 22, 2019, has decided not to seek reappointment. The Board of Directors meeting of February 18, 2025, decided, on the recommendation of the Nominations, Governance and CSR Committee, to propose the nomination of Esther Gaide as Independent Director to replace Maëlys Castella, for a 3 years mandate. 

 

Overview of Directors’ Term Staggering

 

Director

2025 AGM

2026 AGM

2027 AGM

Gonzalve Bich

 

 

Nikos Koumettis

 

 

Timothée Bich

 

 

Marie-Aimée Bich-Dufour

 

 

Carole Callebaut Piwnica

 

 

Maëlys Castella

N/A

 

 

Sébastien Drecq

 

 

(a)

Véronique Laury

 

 

Héla Madiouni

 

(a)

 

Candace Matthews

 

 

Société M.B.D. (Édouard Bich)

 

 

Jacob Schwartz

 

 

  • Directors representing employees are appointed by the Group Committee on a different date from that of the Shareholders' Meeting, as detailed in the procedure outlined in section 4.1.2.4 – Selection Process for Directors. Their mandates will be renewed by the Group Committees scheduled for 2026 and 2027.

 

4.1.2.5Independence of Directors

A Director is independent when he or she has no relationship of any kind whatsoever with the Company or the Group’s management that might compromise his or her freedom of judgment or be likely to place him or her in a situation of conflict of interest with management, the Company or the Group. The qualification of an Independent Director is evaluated at the time of each appointment in accordance with the criteria and procedures set out in point 10 of the AFEP-MEDEF Corporate Governance Code and explained below in the sections relating to Independent Directors. This qualification is also reviewed annually.

Selection Process for Independent Directors

Independent Directors are selected by the Board of Directors and appointed by the Shareholders’ Meeting pursuant to the process detailed in paragraph 4.1.2.4 above.

In accordance with the Article 16.1 of the AFEP-MEDEF Corporate Governance Code pursuant to which Directors representing employees are not counted for the purpose of calculating the percentage of Independent Directors on the Board of Directors and Committees, the proportion of Independent Directors is:

Conclusions of the annual review by the Nominations, Governance and CSR Committee and the Board of Directors of the criteria for business relationships between the Company and its Directors

The qualification of Independent Director is discussed annually by the Nominations, Governance and CSR Committee and reviewed annually by the Board of Directors prior to the publication of this Universal Registration Document. In this respect, the Nominations, Governance and CSR Committee has full discretion to examine the suggestions of the Board of Directors and management, and to commission any studies and benchmarks it deems appropriate. The conclusions of the Committee’s review are then brought to the attention of the Directors. The Nominations, Governance and CSR Committee, and subsequently the Board of Directors, also analyze the business relationships that may exist between the Group and the companies with which it is associated.

In preparation for the assessment, the Nominations, Governance and CSR Committee, and subsequently the Board of Directors, sent the Directors an independence questionnaire, which was reviewed at the Committee meeting of January 16, 2024. The Committee then examined the situation of each Director in light of the answers provided, about the following objectives:

This analysis revealed that none of the Independent Directors had a business relationship with Société BIC.

 

Based on the recommendations of the Nominations, Governance and CSR Committee, the Board of Directors reviewed the classification of Independent Directors at its meeting of February 18, 2025. It based its decision on the independence criteria set out in the AFEP-MEDEF Corporate Governance Code (§ 10) as follows:

 

Criterion 1

Not an employee or Corporate Officer within the past 5 years

Not be and not have been within the previous five years:

  • an employee or executive officer of the Company;
  • an employee, executive officer or Director of an entity consolidated within the Group;
  • an employee, executive officer or Director of the Company’s parent company or a company consolidated within this parent company.

Criterion 2

No cross- directorships

Not be an executive officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Company(a) holds a directorship.

Criterion 3

No material business relationships

Not be a customer, supplier, commercial banker, investment banker or consultant:

  • that is significant to the Company or its Group;
  • or for which the Company or its Group represents a significant portion of its activity.

The assessment of the significance or otherwise of the relationship with the Company or its Group must be reviewed by the Board. Any quantitative and qualitative criteria resulting in such an assessment (continuity, economic dependence, exclusivity, etc.) must also be explicitly stated in the annual report.

Criterion 4

No family ties

Not have close family ties with a company officer.

Criterion 5

Not an Auditor

Not have been a company Auditor within the previous five years.

Criterion 6

Period of office not exceeding 12 years

Not have been a company Director for over 12 years. Independent Director status is lost on the date of the 12th anniversary.

Criterion 7

No remuneration linked to the Company’s or Group’s performance

A non-executive officer cannot be considered independent if he or she receives variable remuneration in cash or securities or any remuneration linked to the performance of the Company or Group.

Criterion 8

Not representing a major Shareholder

Directors representing major Shareholders in the Company or its parent company may be considered independent, provided these Shareholders do not have control over the Company. Nevertheless, in excess of 10% of the share capital or voting rights, the Board, upon a report from the Nominations Committee, should systematically review independence in the light of the shareholding structure and the existence of a potential conflict of interest.

  • In office or having held such office within the past five years.

Criteria

Nikos Koumettis

 

Gonzalve Bich

 

Timothée Bich

 

M.-A. Bich- Dufour

 

Carole Callebaut Piwnica

 

Maëlys Castella

 

Pascal Chevallier

 

Sébastien Drecq

 

Véronique Laury (a)

 

Héla Madiouni

 

Candace Matthews

 

Société M.B.D. (E. Bich)

 

Jacob Schwartz

 

1: 
Not an employee or Corporate Officer within the past 5 years

2: 
No cross- directorships

3: 
No material business relationships

4: 
No family ties

5: 
Not an Auditor

6: 
Period of office not exceeding 12 years

7: 
No remuneration linked to the Company’s or Group’s performance

8: 
Not representing a major Shareholder

In this table,  means that a criterion for independence is satisfied and  signifies that a criterion for independence is not satisfied.

  • Under the criteria 4 and 8: It is specified that Véronique Laury, through the company WEEEE of which she is the sole shareholder, has entered into a consulting services agreement with Société M.B.D., the holding company of the Bich family. This agreement, concluded for the duration of her term as a Director, which is three years, aims to support the Bich family concert in its role as a reference Shareholder, particularly by involving the new generation of family Shareholders.
  •  

 

Conclusions of the Board of Directors

The Independent Directors have no relationship with the Company, the Group or its management that could compromise the exercise of their freedom of judgment. The AFEP-MEDEF Corporate Governance Code specifies that “the assessment of whether or not a relationship with the company or its group is significant must be discussed by the Board and the criteria used to make this assessment (continuity, economic dependence, exclusivity, etc.) must be explained in the Corporate Governance Report” (§ 10.5.3). The Code requires a specific assessment of the situation of each of the Directors concerned regarding the independence criteria mentioned in Article 10 in order to prevent the risk of conflicts of interest, in particular:

 

Accordingly, and to meet the requirements of the AFEP-MEDEF Corporate Governance Code as to the materiality of the business relationship, the Board of Directors has carried out a quantitative and qualitative analysis in support of the above-mentioned criteria, for each of the Directors.

In accordance with the Company’s Internal Regulations, Independent Directors make every effort to maintain this status. However, if a Director considers that he or she can no longer or will soon no longer be considered as independent as per the AFEP-MEDEF Corporate Governance Code, he or she must immediately notify the Chair of the Board of Directors. The Chair will then place this item on the agenda of the next Board of Directors meeting.

4.1.2.6Directors representing employees

Status of Directors representing the employees

In accordance with Article 10 Bis of the Company’s Articles of Association, the Directors representing employees are appointed by the Group Committee for a three-year term.

The Company complies with the provisions of Article L. 225-27-1 of the French Commercial Code, as amended by Law no. 2019-486 of May 22, 2019, on the growth and transformation of companies (known as the “Pacte Law”), which requires the appointment of two employee Directors for any Board of Directors which has more than eight members(5) instead of 12 previously.

With a particular perspective linked to their knowledge of the Company, the Directors representing the employees bring a complementary perspective to the work of the Board of Directors and enrich the quality of the Board’s discussions.

At the start of their initial term, they are trained by an outside organization, covering the role and operation of the Board of Directors, the rights and obligations of Directors and their responsibilities. They also follow, if they wish, an induction course designed to improve their knowledge of the Group’s organization and activities.

Directors representing employees have the same status, rights, and responsibilities as other Directors. As an exception to the rule set forth in Article 10 of the Company’s Articles of Association, Directors representing employees are not required to own a minimum number of shares.

Their remuneration as Directors corresponds to the fixed component of Director’s remuneration, in recognition of their duties, prorated according to the length of time they have been members of the Board during the year. Their participation in the work of the Committees is covered by their salaries as employees of the Company. Their remuneration as employees is not disclosed.

Lastly, as the Group’s employee shareholding does not exceed the 3% threshold in accordance with Article L. 22-10-15 of the French Commercial Code, no Director has been appointed from among employee Shareholders.

Situation of the Directors representing the employees within Société BIC at the date of publication of this Universal Registration Document

As the number of Directors on the Company’s Board of Directors is greater than eight, the appointment of two employee Directors is required.

The Group Committee met on March 30, 2023, to appoint Héla Madiouni as Director representing employees, for a term of 3 years (acknowledged by the Board of Directors meeting of April 25, 2023), replacing Inna Kostuk. 

The Group Committee on October 25, 2023 decided to appoint Pascal Chevallier as Director representing employees, to replace Vincent Bedhome, for a term of 3 years (acknowledged by the Board of Directors meeting of December 12, 2023).

However, Pascal Chevallier resigned from his position as employee and Director with effect from August 31, 2024 (acknowledged by the Board of Directors meeting of July 31, 2024). The Group Committee met on October 3, 2024 and decided to appoint Sébastien Drecq as a replacement, for a term of 3 years (acknowledged by the Board of Directors meeting of October 23, 2024).

4.1.2.7Succession plan

The Nominations, Governance and CSR Committee, at the initiative of its Chair, annually reviews the succession plans of the Directors and Management. It can thus establish and update the succession plan over different time horizons.

To ensure that the succession plan for Senior Management is optimized and that the Company’s strategic ambitions are met, a regular assessment of potential candidates, their career paths and their development is carried out. The Nominations, Governance and CSR Committee favors close collaboration with Executive Management to ensure the overall consistency of the succession plan and to monitor key positions.

The Nominations, Governance and CSR Committee works closely with the Board of Directors on this subject and is particularly vigilant in maintaining the confidentiality of this information.

In the context of the transition process initiated to close out Gonzalve Bich's tenure, the Board of Directors, in its meeting of December 11, 2024, decided to create an ad hoc succession committee composed of Board members, including Gonzalve Bich. This committee would be responsible for identifying, evaluating and presenting to the Nominations, Governance and CSR Committee one or more candidates for the position of Chief Executive Officer of the Company and recommendation to the Board of Directors. 

Recruiting and supporting talents

A company’s success depends on its ability to attract, cultivate and retain the best talent. The Group is constantly enriching and diversifying its talent pool to meet its current and future requirements. The teams in charge of recruitment aim to attract the best talent in all the geographical areas where the Group is present, so as to build up diverse teams that reflect consumers and integrate all cultures.

The Company has set up an annual “Talent Review” process, with the following objectives:

This talent review is monitored and debated by members of the Nominations, Governance and CSR Committee before being presented to the Board of Directors.

4.1.2.8Directors’ declarations referred to in Annex 1 of European Delegated Regulation n°2019/980

Family relationships between Corporate Officers

Marie-Aimée Bich-Dufour, Édouard Bich(6), Gonzalve Bich and Timothée Bich are related. There are no family ties between the other Corporate Officers of Société BIC.

It is however specified that Véronique Laury, through the company WEEEE of which she is the sole associate, has entered into a consulting services agreement with Société M.B.D., the holding company of the Bich family. This agreement, concluded for the duration of her term as a Director, which is three years, aims to support the Bich family concert in its role as a reference Shareholder, particularly by involving the new generation of family Shareholders.

Absence of conflicts of interest

In the interest of good governance, the Board of Directors has adopted a Title 2 within its Internal Regulations, setting out the rights and obligations of Directors, to which each of them is bound. Article 2.1.3 of the Company’s Internal Regulations provides that all Directors must disclose to the Board, in full and in advance, any actual or potential conflict of interest concerning them. In such cases, the Director may not take part in discussions or decision-making on the subject over which they are conflicted.

Directors make an annual declaration regarding the absence of conflicts of interest. In 2021, the prevention of any conflict of interest has been strengthened by the implementation of the practice of a Declaration of Interests among the Directors for any item discussed by the Board.

At the date of preparation of this document and to the Company’s knowledge:

In addition, Directors undertakes to communicate, upon request, to the Chair of the Board or to any other designated person, a complete list of all their mandates (including participation in Committees), and functions, that they hold in France and abroad. Each Director also undertake to communicate any change in their offices and functions (Title 2; 2.1 “Offices and functions” of the Company’s Internal Regulations).

Negative statements concerning members of the Board of Directors and Executive Corporate Officers

To the best of the Company’s knowledge over the past five years:

Service contracts providing for the granting of benefits

There is no service contract between any Corporate Officer and Société BIC or any of its subsidiaries providing for benefits at the end of said contract.

Transactions in the Company’s shares carried out by persons with managerial responsibilities and closely related persons in 2024

 

Summary of declarations pursuant to Article L. 621-18-2 of the monetary and financial Code(7):

 

Declaring

Type and number of trades

Volume of shares

Purchase

Sale

Exchange

Gift

Other

Gonzalve Bich, Chief Executive Officer

 

 

 

4(a)

 

(2,160)

 

 

1(b)

 

 

 

(13,799)

 

1(c)

 

 

 

 

28,358

Free Shares 

 

 

 

 

 

 

Héla Madiouni, Director representing employees

1(c)

 

 

 

 

N/A

François Clément-Grandcourt, Executive Committee Member

1(c)

 

 

 

 

N/A

Sara Laporta, Executive Committee Member

1(c)

 

 

 

 

N/A

 

 

1(b)

 

 

 

N/A

Chester Twigg, Executive Committee Member

1(c)

 

 

 

 

N/A

 

 

1(b)

 

 

 

N/A

Chad Spooner, Executive Committee Member

1(c)

 

 

 

 

N/A

 

 

1(b)

 

 

 

N/A

David Cabero, Executive Committee Member

1(c)

 

 

 

 

N/A

 

 

1(b)

 

 

 

N/A

Jonathan Skyrme, Executive Committee Member

1(c)

 

 

 

 

N/A

Mallory Martino, Executive Committee Member(e)

1(c)

 

 

 

 

N/A

 

 

1(b)

 

 

 

N/A

Other sales

 

 

 

 

 

 

François Clément-Grandcourt, Executive Committee Member

 

10

 

 

 

(11,085)

David Cabero, Executive Committee Member

 

2

 

 

 

(1,945)

Chester Twigg, Executive Committee Member

 

2

 

 

 

(11,031)

Chris Dayton, VP Financial Plan & Analysis

 

4

 

 

 

(2,982)

Transactions on “Société M.B.D.”shares

 

 

 

 

 

 

Edouard Bich, Director (Société M.B.D.)

 

 

 

 

1(d)

(217,965)

Louis Bich, person related to Edouard Bich

 

 

 

 

1(d)

72,655

Barthélémy Bich, person related to Edouard Bich

 

 

 

 

1(d)

7, 655

  • Gift to his children and nephews.
  • In order to comply with local obligations to withhold taxes on delivered shares, several shares were sold during the “Sell to Cover” transaction.
  • Allocation of free shares. 
  • Edouard Bich, permanent representative of Société M.B.D., has made a gift of Société M.B.D. shares to his children Louis and Barthélémy, who are considered to be closely related persons within the meaning of MAR regulations. This transaction was declared in accordance with the applicable regulatory requirements.
  • Executive Committee Member until November 16, 2024. 

4.1.2.9Director Training

In accordance with Article 2.2.5 of the Company’s Internal Regulations, each Director has access, at their convenience, to additional training on the Company’s:

In addition, they have access to resources and training provided by several associations of corporate Directors of which the Company is a member, including the IFA, NACD, and ECGI(8).

In this respect, since joining the Board of Directors in December 2023, Héla Madiouni has benefited from the employee director training program organized by the IFA, while Pascal Chevallier followed it in March 2024. Sébastien Drecq followed it in March 2025.

In addition, on September 23, 2024, Marie-Aimée Bich-Dufour attended a training course dedicated to the challenges of Corporate Social Responsibility (CSR), strengthening her expertise in these strategic subjects.

4.1.2.10Share ownership

In accordance with Article 24 of the AFEP-MEDEF Corporate Governance Code and the provisions of the Company’s Internal Regulations, it is stipulated that each Director, with the exception of Directors representing employees, must be a Shareholder and hold at least 500 shares. If they do not hold them when they take office, they must use the remuneration received under Article L. 225-45 of the French Commercial Code for their acquisition.

All Directors or permanent representatives of legal entities who are Directors must register the Company’s shares they hold at the time of their appointment, up to 500,000 shares. Beyond this threshold, the Director’s shares can be held either in registered or bearer form, provided that said Director reports to the Board on its total holding twice a year and at any time at the Board’s request. This rule shall apply to any share that they may subsequently acquire.

Furthermore, members of the Executive Committee are also subject to obligations regarding the retention and holding of shares (see § 4.2.2.3 – Long Term Incentives).

4.1.3Changes in the composition of the Board of Directors

4.1.3.1Changes in the administrative and management bodies up to the date of publication of the Universal Registration Document

 

Departure

Appointment

Renewal

Board of Directors

  • Termination of Pascal Chevallier’s mandate as Director representing employees – August 31, 2024
  • Appointment of Sébastien Drecq as Director representing employees – October 3, 2024
  • Renewal as Directors (for a term of three years) of: Marie-Aimée Bich-Dufour and Société M.B.D. representing by Édouard Bich – May 29, 2024

Audit Committee

 

 

  • Renewal of Société M.B.D. representing by Édouard Bich as member of the Audit Committee – May 29, 2024

Nominations, Governance and CSR Committee

 

 

  • Renewal of Marie-Aimée Bich-Dufour as member of the Nominations, Governance and CSR Committee – May 29, 2024

Remuneration Committee

 

 

 

 

4.1.3.2Changes in the Board of Directors following the Shareholders’ Meeting of May 20, 2025

The terms of office as Directors of Gonzalve Bich, Nikos Koumettis and Maëlys Castella, expire at the Shareholders’ Meeting of May 20, 2025.

A proposal will be made at this Shareholders’ Meeting to renew the mandates of  Nikos Koumettis and Gonzalve Bich for a period of three years. 

Maëlys Castella, did not wish to seek renewal as Independent Director, Chair of the Audit Committee and member of the Remuneration Committee. On the recommendation of the Nominations, Governance and CSR Committee, the Board of Directors on February 18, 2025 recommended the nomination of Esther Gaide as an Independent Director for a term of three years. This appointment will be submitted to the Shareholders' Meeting of May 20, 2025.

The Nominations, Governance and CSR and the Board of Directors have examined her profile. In particular, they appreciated her deep financial expertise gained through several CFO positions, her strong experience in mergers and acquisitions and investor relations, as well as her understanding of multicultural challenges.

Esther Gaide, a French national aged 63 years old, has over 30 years of experience in finance, having held several CFO positions in major international companies. She began her career in audit at PWC and Deloitte before joining Bolloré, where she led major financial reorganizations and contributed to the restructuring of Havas. She then served as CFO of Technicolor and Elior, gaining strong expertise in mergers and acquisitions, investor relations, and financial process optimization. Since 2017, she has been a Board Member of several companies, including Eutelsat Group, Iliad, Forvia, and Evoriel.

For further information, the reader is invited to refer to the presentation of the agenda and the draft resolutions, found in Chapter 8 of this Universal Registration Document, available on the Company’s website: https://corporate.bic.com/en-us, in the section “INVESTORS/Shareholders Meetings/Annual General Meeting 2025”.

Subject to the approval of the Meeting, and the decisions of the Board, the Board of Directors will be composed as follows:

Terms of office that ceased during year 2024

4.1.3.3Offices and responsibilities of the Corporate Officers and Directors as of December 31, 2024

 

GONZALVE BICH

Director and Chief Executive Officer

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Age: 45 years old

Nationalities: French-American

Independent Director: No

Number of BIC shares held:

Directly owns over 100,000 BIC shares and shares indirectly through the family holding Company, Société M.B.D.

On December 31, 2024, Société M.B.D. held 12,886,000 shares, i.e. 30.96% of Société BIC’s share capital and 39.22% of theoretical voting rights.

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Director: Annual Shareholders’ Meeting of May 16, 2018,

Chief Executive Officer: Board Meeting of May 16, 2018

Expiration date:

Director: Annual Shareholders’ Meeting in 2025 for FY 2024

Chief Executive Officer: term of office as Director

Member of a Committee: No

Professional address:

Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 100%

Biography

Gonzalve Bich is Director and Chief Executive Officer at BIC since May 2018. He is the third generation of the Bich family to serve as CEO, continuing the company’s 75-year legacy established by the visionary minds of his grandfather, Marcel, and his father, Bruno.

Gonzalve began his career in management consulting at Deloitte before joining BIC in 2003. Over 21 years he has held regional and global positions in Business Development, Human Resources, Marketing, Innovation and Global Business Operation, launching new product lines, growing the business in Brazil and Africa, entering new markets, and turning around BIC’s operation in Asia. 

Gonzalve earned his Bachelor of Arts in History from Harvard University in 2001; he serves on the International Advisory Board of French business school, EDHEC, and is a certified coach and mentor to young entrepreneurs; he also serves as board chair for Enactus, a network of leaders committed to using business as a catalyst for positive social and environmental impact.

Today, Gonzalve is transforming the future of BIC through leading-edge brand portfolio management practices, guided by a clear purpose to bring simplicity and joy to everyday life, responsibly and sustainably. 
 

Main position

  • Chief Executive Officer – Société BIC

Other current positions

Unlisted company:

  • Chair and Director – Enactus Association – United States
  • Director – Weber – United States
  • Director – Stewardship Foundation – Switzerland
  • Director (International Advisory Board) – EDHEC Business School – France

Listed company:

  • Director – OPmobility - France 

Former positions in the previous five years (non-BIC Group companies)

  • None

 

NIKOS KOUMETTIS 

Director

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Age: 60 years old

Nationalities: Greek-Cypriote

Number of BIC shares held:

10,501 shares

Independent Director: Yes

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Director: AGM of May 18, 2022

Chair: Board of Directors of May 18, 2022

Expiration date:

Director:  Annual Shareholders’ Meeting in 2025 for FY 2024

Chair: term of office as Director

Member of a Committee: No

Professional address:

Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 100%

Biography

Nikos Koumettis is President, Europe Operating Unit at the Coca-Cola Company where he oversees 40 countries.

He brings over 30 years of valuable experience in the consumer goods industry and knowledge of governance topics.

Nikos joined the Coca-Cola Company in 2001 and held several operating responsibilities in Europe and the Middle East and Africa until 2020, when he was appointed to his current position.

Prior to the Coca-Cola Company, he served in various recognized international companies, including Kraft Jacobs Suchard, Elgeka, and Philip Morris.

Nikos Koumettis has served as a member of the Canada Goose International Advisory Board since 2016. He is a member of the Board of Trustees of the American College of Greece.

As of March 2022, he also serves as a member of the FEMSA Board, the Coca-Cola Company’s bottler in Latin America. He previously served as Director of Coca-Cola Beverages Africa until April 2022.

Main position

  • President Europe of the Coca-Cola Company

Other current positions

Unlisted company:

  • Director – Canada Goose International Board
  • Member of the Board of Trustees of the American College of Greece

Listed company:

  • Director – Coca-Cola FEMSA, SAB de CV (this mandate will end in April 2025) 

Former positions in the previous five years (non-BIC Group companies)

Unlisted company:

  • Director – Canada Goose (Zug, Switzerland)
  • Director – Coca-Cola Beverages Africa
  • CCBA – Chair of the Nominations and Remuneration Committee – Coca-Cola Beverages Africa
  • Trustee – ACG

Listed company:

  • None

 Independent Director.

TIMOTHÉE BICH

Director

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Age: 39 years old

Nationality: French

Number of BIC shares held:

Directly owns over 100,000 BIC shares and shares indirectly through the family holding Company, Société M.B.D.

On December 31, 2024, Société M.B.D. held 12,886,000 shares, i.e. 30.96% of Société BIC’s share capital and 39.22% of theoretical voting rights.

Independent Director: No

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Board Meeting of December 10, 2019

Expiration date:

Annual Shareholders’ Meeting in 2026,

for FY 2025

Member of a Committee: No

Professional address:

Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 100%

Biography

Timothée Bich is a trader at Moore Europe Capital Management since 2020, part a team of macro portfolio managers.

From 2012 to 2019, Timothée Bich held various roles, including execution trader, Head of Execution and portfolio manager at Stone Milliner. Before joining Stone Milliner, he worked as an analyst at Moore Europe Capital Management, supporting credit and macro portfolio managers (2010-2011).

Timothée Bich holds a Master of Science in Risk and Asset Management from EDHEC and a degree in Finance from University Paris Dauphine.

Main position

  • Analyst – Moore Europe CapitalManagement

Other current positions

  • None

Former positions in the previous five years (non-BIC Group companies)

  • Portfolio manager at Stone Milliner

MARIE-AIMÉE BICH-DUFOUR

Director

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Age: 66 years old

Nationality: French

Number of BIC shares held:

Directly owns over 100,000 BIC shares and shares indirectly through the family holding Company, Société M.B.D.

On December 31, 2024, Société M.B.D. held 12,886,000 shares, i.e. 30.96% of Société BIC’s share capital and 39.22% of theoretical voting rights.

Independent Director: No

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Annual Shareholders’ Meeting of May 22, 2019

Expiration date:

Annual Shareholders’ Meeting in 2027,

for FY 2026

Member of a Committee:

Nominations, Governance and CSR Committee

Professional address:

Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 90%

Attendance rate at the Nominations, Governance and CSR Committee meetings: 100%

Biography

Marie-Aimée Bich-Dufour was Delegate for general affairs and President of the BIC Corporate Foundation for Education until October 1, 2020.

From March 22, 1995 to March 31, 2019, she was Executive Vice-President of Société BIC and Secretary to the Board of Directors.

She was Group General Counsel until February 1, 2016.

She was responsible for BIC’s sustainable development program between 2004 and 2018.

Before joining BIC Group, Marie-Aimée served at the Paris bar for 12 years.

She holds a Master’s degree in Private Law from Paris Panthéon-Assas University and admitted to the Paris bar (CAPA).

Main position

  • Director – Société BIC

Other current positions

  • Representative of Société BIC on the Board – ANSA (Association Nationale des Sociétés par Actions) – France
  • Representative of Société BIC on the Board – METI (Mouvement des Entreprises de Taille Intermédiaire) – France

Former positions in the previous five years (non-BIC Group companies)

  •  None

Carole Callebaut Piwnica 

 Director

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Age : 67 years old

Nationality : Belgian

Number of BIC shares held: 500 

Independent Director : Yes

Basis of the appointment :

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Annual Shareholders’ Meeting of May 16, 2023

Expiration date:

Annual Shareholders’ Meeting in 2026, for FY 2025

Member of a Committee: :

Chair of the Remuneration Committee

Member of  the Nominations, Governance and CSR Committee 

Professional address :

Société BIC – 12 Boulevard Victor Hugo– 92110 Clichy – France

Attendance rate at Board Meetings: 100 %

Attendance rate at the Remuneration Committee: 100¨%

Attendance rate at the Nominations, Governance and CSR Committee meetings: : 100%

Biography

Carole Callebaut Piwnica holds a law degree from the University of Brussels and a Master of Laws degree from New York University.

She was a member of the New York and Paris bars and began her career in New York at Proskauer Rose before joining the M&A department of Shearman & Sterling in Paris.

She worked for 15 years in the agri‑food processing industry and served as Chair of the Amylum Group (Belgium ingredients) and as director and vice‑chair of Tate and Lyle (UK sugar & ingredients).

She has also been an Independent Director of several international listed companies including Rothschild & Co (France, Financial Services),  Sanofi (France, pharmaceuticals), Eutelsat (France, satellites), Dairy Crest (UK, milk and cheese), and Aviva (UK, insurance).

In 2006, she founded the private equity fund Naxos Capital Partners (Luxembourg), of which she was Managing Partner and was a director of its portfolio companies, including Big Red (U.S., softdrinks).

Main position

  • Director in several companies’ Board

Others current position

Unlisted company:

  • Director – Aalto International (Switzerland)

Listed company:

  • None

Former positions in the previous five years (non-BIC Group companies)

Unlisted company:

  • Managing partner and Director – Naxos Sàrl – Switzerland

Listed company:

  • Independent Member of the Supervisory Board – Rothschild & Co – France
  • Director – Amyris – United States
  • Independent Director – Sanofi – France
  •  

 Independent Director.

MAËLYS CASTELLA 

Director

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Age: 58 years old

Nationality: French

Number of BIC shares held: 500

Independent Director: Yes

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Annual Shareholders’ Meeting of May 22, 2019

Expiration date:

Annual Shareholders’ Meeting in 2025,

for FY 2024

Member of a Committee:

Chair of the Audit Committee
Member of the Remuneration Committee

Professional address:

PO Box 4 Naoussa 84400 Paros (Greece) 

Attendance rate at Board Meetings: 100%

Attendance rate at the Audit Committee meetings: 100% 

Attendance rate at the Remuneration Committee: 100¨%

Biography

Maëlys Castella is an experienced finance and business leader with a strong track record in B2B and B2C businesses. This is both in C-level executive and non-executive roles.

She has expertise in finance, strategy, marketing, innovation and sustainability and has been working for international listed companies since 1992.

She is the founder and CEO of a consulting firm Aminona Consulting specializing in finance, strategy and executive coaching.

She is also an independent Board member, chair of the Audit Committee of C&A, a leading global fashion retail business, an independent Board member, member of the Audit Committee of UCB a global Biopharmaceutical company listed on Euronext Brussels-Belgium and independent member of the Board of Directors, Chair of the Audit Committee of Arxada, a global specialty chemicals company.

She began her career in the oil and gas industry working in finance for Elf, now part of Total Group, for 8 years.

In 2000, Maëlys Castella joined Air Liquide and held various Senior Management positions in Finance and Marketing before being appointed Group Deputy Chief Financial Officer in 2013. She later became Chief Financial Officer and member of the Board of Management of AkzoNobel from 2014 until 2017. She was subsequently Chief Corporate Development Officer and Member of the Executive Committee from 2018 until 2019.

Maëlys Castella is an engineer graduate of École Centrale de Paris and holds a Master’s degree in Energy Management and Policy from the University of Pennsylvania (United States) and the French Institute of Petroleum (IFP), she is also a Certified Professional Coach. 

Main position

  • Director in several companies’ Board

Other current positions

Unlisted company:

  • Independent Director, Chair of the Audit Committee  – C&A – Netherlands

Listed company:

  • Independent Director, member of the Audit Committee – UCB - Belgium
  • Independent Director, member of the Audit Committee – Arxada – Switzerland

Former positions in the previous five years (non-BIC Group companies)

Unlisted company:

  • CEO and Director – Aminona IKE – Greece 

Listed company:

  • None

 Independent Director.

SEBASTIEN DRECQ

Director representing employees

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Age: 47 years old

Nationality: French

Number of BIC shares held: 69

Independent Director: No

Basis of the appointment:

Article L. 225-27-1 of the French Commercial Code

Date of first appointment:

Appointed by the Group Works Council on October 3, 2024 (Board Meeting of October 23, 2024)

Expiration date: October 3, 2027

Member of a Committee: No

Professional address: BIC Écriture 2000 – ZAC de la Charbonnière, 11 rue Édouard Buffard, 77144 MONTEVRAIN

Attendance rate at Board Meetings: 100%

Biography

Sébastien Drecq is a mold and plastics expert in the industrialization department at the Montrévrain factory since 2022.

He joined the Group in 2000 as an injection operator. In 2008, he became an Injection Plastics Setter through a professional training program established by the Group. In 2014, he became the Production Manager for the plastic injection workshop.

In 2022, he was elected to the Social and Economic Committee on the CFDT list.

Sébastien Drecq holds a degree in Plastic Injection Technician from the Institut Supérieur de Plasturgie d’Alençon.

Main position

  • Machine design manager and coordinator

Other current positions

  • None

Former positions in the previous five years (non-BIC Group companies)

  • None

 

Véronique Laury

Director

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Âge: 59 years old

Nationality: French

Number of BIC shares held: 500

Independent Director: No

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Annual Shareholders’ Meeting of May 16, 2023

Expiration date:

Annual Shareholders’ Meeting in 2026, for FY 2025

Member of a Committee:

Remuneration Committee

Professional address: Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 90%

Attendance rate at the Remuneration Committee meetings: 100%

Biography

Véronique Laury has several years of experience as a Chief Executive Officer and as a director on Boards and Supervisory Boards in international companies.

Since 2003, she has held various positions within the Kingfisher Group, including Supply Chain Director in France, UK and for the group.

In 2013, she was General Manager of Castorama France. From 2014 to 2019, she then  held the role of Chief Executive Officer at the London-based Kingfisher Plc Group.

Since her departure from Kingfisher Group, she has focused on board member roles in many companies.

In 2020, she joined Sodexo as a Director and since then she occupies various mandates on the Board of international companies such as Ikea, British American Tobacco, Wework and Eczacibasi.

Véronique is an alumni of the Institute of Political Studies in Paris (Sciences-Po).

Main position

  • Director in several companies’ Board

Other current positions

Unlisted Company:

  • Chair of WEEE SASU – France
  • Member of the Supervisory Board – Ikea – Netherlands
  • Director -Eczacibasi Holding AS – Turkey

Listed Company:

  • Director – British Tobacco – United-Kingdom
  • Director – Sodexo – France
  •  

Former positions in the previous five years (non-BIC Group companies)

Unlisted Company:

  • None

Listed Company:

  • Director – Tarkett – France
  • Director – Wework – United-States

Additional Information 

Véronique Laury, through the company WEEEE of which she is the sole partner, has entered into a consulting services agreement with Société M.B.D., the holding company of the Bich family. This agreement, concluded for the duration of her term as a Director, which is three years, aims to support the Bich family concert in its role as a reference Shareholder, particularly by involving the new generation of family Shareholders.

Héla Madiouni

Director representing employees

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Age: 41 years old

Nationality: French

Number of BIC shares held: 1794

Independent Director: No

Basis of the appointment:

Article L. 225-27-1 of the French Commercial Code

Date of first appointment: 

Appointed by the Group Works Council on March 30, 2023 (Board Meeting of April 25, 2023)

Expiration date: March 30, 2026

Member of a Committee: Remuneration Committee

Professional address: Société BIC – 12 Boulevard Victor Hugo – 92110 Clichy – France

Attendance rate at Board Meetings: 100%

Attendance rate at the Remuneration Committee meetings: 100%

Biography

A Group employee since 2013, Héla joined the BIC Group Finance team within the Group Finance Department. Since 2021, she has held the position of Group Consolidation and Reporting Director.

She started her career in 2006 at PriceWaterhouseCoopers in Paris as an Auditor.

Héla is a graduate of ICN Business School and holds a Master’s degree in Accounting and Financial Sciences and Techniques.

Main position

  • Group Consolidation and Reporting Director

Others current position

  • None

Former positions in the previous five years (non-BIC Group companies)

  • None

CANDACE MATTHEWS 

Director

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Age: 66 years old

Nationality: American

Number of BIC shares held: 500

Independent Director: Yes

Basis of the appointment:

Article L. 225-18 of the French Commercial Code

Date of first appointment:

Annual Shareholders’ Meeting of May 10, 2017

Expiration date:

Annual Shareholders’ Meeting in 2026

for FY 2025

Member of a Committee:

Chair of the Nominations, Governance and CSR Committee
Member of the Audit Committee

Professional address:

700 Kovi Oaks Ct NE,

Ada MI 49301 – United States

Attendance rate at Board Meetings: 100%

Attendance rate at the Audit Committee meetings: 100%

Attendance rate at the Nominations, Governance and CSR Committee meetings: 100%

Biography

Candace Matthews was Chief Reputation Officer of Amway. From November 2014 to May 2020, Candace Matthews was Region President, The Americas, at Amway. She was hired by Alticor, the parent company of Amway, in December 2007, as Global Chief Marketing Officer.

Prior to joining Amway, she was President of Soft Sheen-Carson, the Consumer Products Division of L’Oreal from 2001 to 2007.

Before that, she held positions in Marketing at General Mills, Procter & Gamble, Bausch & Lomb and in Management at Novartis and The Coca-Cola Company, in the United States.

Candace Matthews has a Bachelor of Science degree in Metallurgical Engineering from Carnegie Mellon University in Pittsburgh, Pennsylvania (United States). She also has an MBA in Marketing from Stanford University Graduate School of Business in Palo Alto, California (United States).

Main position

  • Director in several companies’ Board

Other current positions

Unlisted company:

  • None

Listed company:

  • Board Chair – Aptar Group – United States

Former positions in the previous five years (non-BIC Group companies)

Unlisted company:

  • Regional Director – Fifth Third Bank, Western Michigan – United States
  • Chief Reputation Officer – Amway – United States
  • Region President, The Americas – Amway – United States

Listed company:

  • Director – MillerKnoll Inc. – United States (with effect from February 1st, 2025)
  • Director – Popeyes Louisiana Kitchen Inc. – United States

 Independent Director.

Société M.B.D.

Director

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Type of legal entity: Partnership limited by shares (société en commandite par actions)

Registration: 389,818,832 – Nanterre (France) Trade and Companies Register

Number of BIC shares held: 12,886,000 shares, i.e. 30.96% of Société BIC’s share capital and 39.22% of theoretical voting rights (as of December 31, 2024)

Basis of the appointment: Article L. 225-18 of the French Commercial Code

Independent Director: No

Date of first appointment: Annual Shareholders’ Meeting of May 24, 2006

Expiration date: Annual Shareholders’ Meeting in 2027, for FY2026

Member of a Committee: Audit Committee

Address: 1 place Paul Verlaine -92100 Boulogne-Billancourt – France

Permanent representative: Édouard Bich

Age: 60 years old

Nationality: French

Professional address: Société M.B.D.

1 place Paul Verlaine -92100 Boulogne-Billancourt – France

Attendance rate at Board Meetings: 100%

Attendance rate at the Audit Committee meetings: 100%

Biography

Édouard Bich spent eight years in the Finance Department of Procter & Gamble – France and holds an MBA in Finance from The Wharton School (United States).

Main position

  • Managing Director of Société M.B.D.

Other current positions

Unlisted company:

  • None

Listed company:

  • None

Former positions in the previous five years (non-BIC Group companies)

Unlisted company:

  • Manager – Platypus Capital SPRL – Belgium
  • Member of the Supervisory Committee – Stockage Plus SAS – France
  • Member of the Executive Board for Europe, the Middle East and Africa – 
    The Wharton School – USA
  • Member of the Strategic Committee – UnifAI SAS – France

Listed company:

  • None

 

JACOB SCHWARTZ 

Director

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Age: 45 years old

Nationality: American

Number of BIC shares held: 500

Independent Director: Yes

Basis of the appointment: Article L. 225-18 of the French Commercial Code

Date of first appointment: Annual Shareholders’ Meeting of May 20, 2020

Expiration date: Annual Shareholders’ Meeting in 2026 for FY 2025

Member of a Committee: Audit Committee

Professional address: Société BIC – 12 Boulevard Victor Hugo

92110 Clichy – France

Attendance rate at Board Meetings: 80%

Attendance rate at the Audit Committee meetings: 67%

Biography

Jacob (Jake) Schwartz is a serial entrepreneur, investor and advisor. Until 2020, Jake Schwartz served at CEO of General Assembly (GA), the global leader in education and career transformation, which he co-founded in 2011. He grew GA to over 1,000 employees on five continents. In 2018, GA was acquired by The Adecco Group.

Jake Schwartz co-founded and serves as Chair of Brave Health, a mission-driven company focused on expanding access to high-quality, affordable care for mental health and addiction.

Jake Schwartz was named E&Y Entrepreneur of the Year in 2014 and one of Crain’s “40 under 40” in 2015. Jake holds a BA from Yale and an MBA from The Wharton School of Business at the University of Pennsylvania. He is a former CFA Charterholder.

Main position

  •  Co-founder – Brave Health – USA

Other current positions

Unlisted company:

  • Chair of the Board of Directors – Brave Health – USA

Listed company:

  • None

Former positions in the previous five years (non-BIC Group companies)

  •  CEO – General Assembly (GA) – USA

 Independent Director.

4.1.4Operation of the Board of Directors

The operation terms of the Board of Directors are determined by the legal and regulatory provisions, by the Articles of Association updated on December 11, 2024, and by its Internal Regulations(9), last amended by the Board of Directors at its meeting of April 23, 2024. In addition to the applicable legal, regulatory and statutory provisions, the Internal Regulations of the Board also set out the applicable requirements in terms of diligence, confidentiality, and disclosure of potential conflicts of interest.

4.1.4.1Relationships between the Board and General Management

Board of Directors: missions and powers

The Board of Directors lays down the guiding principles governing the Company’s business activities and ensures they are implemented in the best interests of the Company and its Shareholders, taking into account the social and environmental challenges facing its business. It deals with all matters relating to the proper conduct of the Company’s business and makes all relevant non-operational decisions.

The Board of Directors gives its opinion on matters that can have a significant impact on the Group’s development, strategy or operations. Its strategy and actions are in line with the Company’s sustainable development. To facilitate its understanding of strategic issues, the Board of Directors receives detailed information on the Group’s activities and results at each meeting. Throughout the year, it receives information on the Group’s financial performance, its stock market and financial situation, its products and its competitive environment. Its strategy and activities are part of the Company's sustainable development.

The very regular presence of the main Group executives allows the Directors to benefit from any additional information required, as well as precise and concrete answers to questions that may arise during discussions. The responsibilities of the Board of Directors are as follows:

The Board endeavors to promote long-term value creation by the Company taking into account the social and environmental aspects of its activities. Where applicable, it proposes any changes to Articles of Association it considers appropriate.

The Board regularly reviews the strategy along with opportunities and risks, including financial, legal, operational, social and environmental risks, as well as the mitigation plans put in place. To this end, the Board of Directors receives all the information needed to carry out its work, notably from the executive officers.

It ensures that appropriate measures are put in place to prevent and detect corruption and influence peddling. It receives all the information needed for this purpose. It also ensures that the executive officers implement a policy of non-discrimination and diversity, particularly with regard to gender balance on the governing bodies.

Chair of the Board

The Board of Directors appoints a Chair from among its members, for a term corresponding to that of his/her directorship. The Chair is eligible for re-election and may be dismissed at any time by the Board of Directors.

In accordance with Article L. 225-51 of the French Commercial Code, the Chair is responsible for organizing and directing the work of the Board, on which s/he reports to the Shareholders’ Meeting. S/he ensures the proper functioning of the Company’s bodies and that the Directors are able to fulfill their duties, in particular that the body devotes sufficient time to discussions and to respecting the agenda. S/he ensures that each of the items on the agenda is given time commensurate with the importance for the Company, in coordination with the Board Secretary.

The Chair of the Board works in close collaboration with the Chief Executive Officer and the General Management, while respecting his executive responsibilities. He coordinates with the Chief Executive Officer, who has sole responsibility for the direction and executive management of the Company. The Chair may ask the Chief Executive Officer or any manager for any information that may be of use to the Board of Directors and its Committees in the performance of their duties.

S/he chairs the meetings of the Board and prepares its work. In this capacity, s/he:

The Chair ensures the proper organization of the Shareholders’ Meetings s/he chairs, answers questions from Shareholders and, more generally, maintains good relations with them.

Role and Limitations of the Chief Executive Officer’s Powers

The Chief Executive Officer manages the Company and reports to the Board of Directors. The Chief Executive Officer has the broadest powers to act in all circumstances on behalf of the Company, and to represent it in its dealings with third parties.

S/he exercises his/her powers within the limitations of the corporate purpose. This is also subject to any powers expressly attributed by law to the Shareholders’ Meeting and Board of Directors.

The Internal Regulations specify the types of transactions that must be subject to prior authorization by the Board of Directors at all times:

The Internal Regulations specify that these rules apply not only to external acquisitions or disposals, but also to major internal investments or restructuring.

Relations between the Board of Directors and Executive Management

Executive Management communicates transparently with the Directors and keeps them regularly informed of the Company’s management and performance. It also regularly informs the Chair of the Board of Directors of significant events in the life of the Group.

Minutes of Board of Directors Meetings

The decisions of the Board of Directors are formalized through minutes, signed, and retained in accordance with regulatory provisions. The minutes of each meeting include the following information:

Given the international dimension of the Board of Directors, minutes are drafted in both French and English (french version prevailing). These minutes are drafted by the Secretary of the Board of Directors and signed by the Chair of the Board and the Chief Executive Officer, or another Director.

4.1.4.2Organization and work

 

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The Chair is in charge of convening, in writing, meetings of the Board of Directors, either at regular intervals or at times he deems appropriate. Pursuant to the Internal Regulations, the Board must meet at least six times a year, and whenever the Group’s business requires it, so as to be able to examine and thoroughly discuss the issues falling within the scope of its responsibilities. In particular, the Chair is responsible for convening meetings of the Board of Directors to approve the half-year and annual financial statements and to convene the Shareholders' Meeting of Shareholders for approval.

The Board of Directors meets when convened by its Chair. The notice of meeting, sent to the Directors, sets the agenda and the place of the meeting, which is in principle the Company’s registered office. Meetings of the Board of Directors may also be held by videoconference and telecommunication as per applicable legislations and the Internal Regulations.

Directors may, in complete independence, propose any subject useful to good corporate governance for the agenda of the Board and its Committees. Directors are regularly informed of the BIC Group’s activities and performance in a highly competitive environment.

The Board of Directors devoted most of its activities to the Company’s Business, strategy, and corporate governance as detailed below.

The Board of Directors also benefited from the occasional presence of certain members of the Executive Committee at meetings, in order to clarify certain issues for the Board.

 

Topics addressed by the Board of Directors in 2024

In addition to these tasks, the Board also carried out the following work:

Financial Management and Results of the Company:
  • review and approval of the 2023 annual financial statements and review of related press release;
  • review and approval of the half-year and quarterly consolidated 2024 financial statements, and review of related press releases;
  • presentation of the Statutory Auditors’ work and review of their audit plan;
  • discuss the Group’s business operations, in particular its budget, results and cash flows;
  • proposal of the allocation of results and choice of dividend allocation;
  • review of the 2024 operating plan and rolling forecast and preliminary review of the 2025 operating plan;
  • monitoring of the Group’s M&A strategy;
  • follow-up of the Tangle Teezer acquisition project;
  • review of the financial guarantees granted by the Company;
  • review of the work of the Audit Committee and related recommendations;
  • review of the share buybacks program and subsequent share capital reduction.
Remuneration:
  • review of the work of the Remuneration Committee and related recommendations;
  • analysis of the remuneration of Corporate Officers;
  • determination of remuneration principles and policy for fiscal year 2024;
  • review of the terms and conditions of the remuneration elements granted to Gonzalve Bich in the context of his departure.
Governance:
  • review of the work of the Nominations, Governance and CSR Committee and related recommendations;
  • review of the composition of the Board of Directors and its Committees and with respect to the recommendations of the AFEP-MEDEF Corporate Governance Code, notably with regards to the diversity of the profiles and experience;
  • review of Independents Directors’ qualifications;
  • review of the succession plans for the Chief Executive Officer and the Executive Committee;
  • internal assessment of the composition and performance of the Board of Directors, self-evaluation deliberation and implementation of the resulting actions;
  • proposal to appoint a Statutory Auditor in charge of certifying the sustainability-related information;
  • convening and preparation of the 2024 Shareholders’ Meeting and approval of the draft resolutions;
  • establishment of an ad hoc succession committee as part of the governance transition.
Risk management and compliance:
  • review of compliance with the Sapin II law on transparency, the fight against corruption and the modernization of economic life;
  • monitoring of the Group’s strategy and progress in cybersecurity;
  • presentation of the risk management procedure;
  • review of related party agreements;
  • determination of blackout periods for the year 2025.
Strategy and development of the Company:
  • update on the Group’s shareholding;
  • feedback from the markets following the publication of the results;
  • results of the last survey conducted among the Group’s employees to assess their engagement;
  • discussions relating to the main strategic orientations for the Group’s development, both in terms of external growth and financing;
  • presentation of the 2025 roadmap of the Group’s Horizon Plan, which pursues the Company’s development in adjacent markets to ensure long-term sustainable and profitable growth;
  • update on the development of the “Flame for Life” product category, resulting from the Group’s Horizon Strategic Plan, focused on innovation and environmental performance;
  • review of our innovation strategy in the Stationery category;
  • appointment of the Nominations, Governance, and CSR Committee as the committee responsible for CSRD matters;
  • review of CSRD topics, shared by the Group Sustainability Officer.
Dialogue with Shareholders and investors:
  • information and discussion about variations in the expectations and focus of investors before and after the publication of results;
  • response to written questions posed by Shareholders prior to the Shareholders' Meeting.
The Board of Directors and Corporate Social Responsibility

When developing and reviewing strategy, the Board pays particular attention to the social and environmental aspects of the Company’s activities.

The specialized Committees of the Board of Directors are responsible for CSR issues related to their missions:

Through its Nominations, Governance and CSR Committee, the Board of Directors is kept informed of the challenges facing the Company in the areas of social and environmental responsibility and non-financial performance. Through its Audit Committee, the Board also examines social and environmental risks and opportunities.

The Board also reviews and validates the Universal Registration Document, which sets out in its “Corporate Social Responsibility and Performance” chapter the Group’s CSR strategy and information on its four pillars, as well as the extra-financial performance statement. The Group’s integrated report – which includes summarized CSR information – is also shared with the Board of Directors.

Executive sessions

At least once a year, an informal meeting is organized by the Board of Directors without the presence of the Executive Corporate Officers. The Board of Directors considers that these meetings are part of good governance, particularly in that they provide an opportunity to assess the performance of the Chief Executive Officer and the Chair of the Board of Directors. As these meetings are informal, no minutes are kept.

It should be noted that the Board of Directors deliberated on their respective remuneration outside the presence of its Chair and Chief Executive Officer.

In 2024, several executive sessions were organized.

Attendance

The preparation and holding of meetings of the Board of Directors and its Committees require a high level of availability and investment by the Directors. In 2024, the Board of Directors met 10 times for meetings lasting an average of 3 hours and 30 minutes. The attendance rate at these meetings was 96%. Nine Directors have an attendance rate of 100% and no one have an attendance rate less than 80% as shown in the table summarizing the Director’s individual attendance at Board Meetings. All absences were legitimate and excused.

Three meetings were held in person, notably at the Company’s headquarter, and seven others were held by video conference.

Group business and strategy

Each year, the Company’s directors take part in a strategy day organized in France or abroad. This day is devoted to the presentation of strategic subjects by operational or functional teams, and, if necessary, by experts from outside the Group, with the aim of enabling Board members to better understand their role as Directors and to improve their knowledge of the Group, its organization, its products and its markets. This contributes to the debates and discussions concerning the Company’s strategy.

Site Visits

In May 2024, on the occasion of the “Off-site” Board meeting, the Directors had the opportunity to visit the BIC lighter factory located in Redon. During this visit, they were able to discover the facilities and talk directly with the teams on site, reinforcing their understanding of the plant's operational challenges and successes. François Clément-Grandcourt, Director of the Lighter Category, led a detailed presentation, highlighting the innovations, industrial performance and strategic challenges associated with this key Group activity.

Attendance of Board members at Board Meetings during the year 2024

 

Feb. 19, 2024

March 26, 2024

Apr. 23, 2024

May 30, 2024

June 19, 2024

July 31, 2024

Oct. 23, 2024

Nov. 12, 2024

Dec. 4, 2024

Dec. 11, 2024

Attendance

Gonzalve Bich

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100%

Nikos Koumettis(a)

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100%

Timothée Bich

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100%

Marie-Aimée Bich-Dufour

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90%

Carole Callebaut Piwnica

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100%

Maëlys Castella(a)

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100%

Pascal Chevallier

(Until August 31, 2024)

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n/a

n/a

n/a

n/a

87%

Sébastien Drecq 
(Starting October 3, 2024)

n/a

n/a

n/a

n/a

n/a

n/a

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100 %

Véronique Laury

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90%

Héla Madiouni

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100%

Candace Matthews(a)

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100%

Société M.B.D. (Édouard Bich)

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100%

Jacob Schwartz(a)

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80%

n/a: not applicable..

(a): Independent Director.

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 Physical presence

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 Video Conference

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 Absent/represented

 

 

 

Attendance of Board members at Committee Meetings

 

Audit Committee

Remuneration Committee

Nominations, Governance and CSR Committee

Gonzalve Bich

n/a

n/a

n/a

Nikos Koumettis*

n/a

n/a

n/a

Timothée Bich

n/a

n/a

n/a

Marie-Aimée Bich-Dufour

n/a

n/a

100%

Carole Callebaut Piwnica*

n/a

100%

100%

Maëlys Castella*

100%

100%

n/a

Pascal Chevallier (Until August 31, 2024)

n/a

n/a

n/a

Sébastien Drecq (Starting October 3, 2024)

n/a

n/a

n/a

Véronique Laury

n/a

100%

n/a

Héla Madiouni

n/a

100%

n/a

Candace Matthews*

100%

n/a

100%

Société M.B.D. (Édouard Bich)

100%

n/a

n/a

Jacob Schwartz*

67%

n/a

n/a

n/a: not applicable.

* Independent Directors.

Information of the Board of Directors

To fulfill its responsibilities, the Board of Directors must have complete, accurate, and timely information. This information must cover the performance of each of the businesses, as well as the Company’s financial and cash position. In this respect, the Internal Regulations provide that the Board of Directors must be informed of the Company’s financial situation, cash position, and off-balance sheet commitments on December 31 and June 30 of each year. They also provide that each Director has a duty to actively look for information and to ensure that he/she receives sufficient and relevant information in good time.

To ensure that the Board is properly informed, members of the Executive Committee may be invited to attend certain Board Meetings, in order to present major issues falling within their areas of responsibility. The Statutory Auditors also attend Board Meetings when the annual and half-yearly financial statements are examined.

The Secretary of the Board of Directors provides secretarial services to the Board, prepares files for the Board’s attention, and drafts the minutes of its meetings. She ensures the communication of information between the Board of Directors, the Executive Committee, and the management.

Secure digital platform for Directors

To ensure accurate communication within the Board of Directors, Société BIC has for some years now been using a secure digital platform for dematerialized Board management.

Through this platform, which is specially dedicated to them, Board members can access a number of documents, notably:

Review of related party agreements

Each year, the Board of Directors reviews these agreements to determine whether they fulfil the established criteria. 

Until 2024, there were no related party agreements in accordance with Article L. 225-38 of the French Commercial Code.

On December 11, 2024, a related party agreement was concluded between Gonzalve Bich and the Company regarding his succession following the announcement of his departure as Chief Executive Officer. This agreement, previously authorized by the Board of Directors during its meeting on the same day, in accordance with Article L. 225-38 of the French Commercial Code aims to organize the terms of the transition and governance to ensure the continuity of the Group's activities.

In particular, it provides for the following:

The details of this agreement are set out in sections 4.2 and 6.5.

No payments were made during the 2024 financial year under this agreement. Under the provisions of articles L.22-10-34 II and L.22-10-8 of the French Commercial Code, the payment of these amounts is contingent on a favorable vote of the Annual General Meeting that will be held on May 20,  2025 to approve the accounts of the fiscal year ended December 31, 2024.

It is specified that no other new related party agreement was concluded during the financial year ended December 31, 2024, and that no related party agreement concluded during previous financial years was continued.

Procedure for assessing current agreements

In accordance with Article L. 22-10-12 of the French Commercial Code and AMF recommendation DOC-2012-05, the Company applies a procedure to periodically assess whether ordinary agreements entered into on standard market terms fulfill the conditions for classification as such. This procedure was adopted by the Board of Directors on December 8, 2020. The procedure provides that the Legal Department must be informed of the signing, amendment, or renewal of these “unrestricted” agreements.

Once per year, the Legal Department provides the Audit Committee with a list and description of any new unrestricted agreement. The Audit Committee subsequently assesses these unrestricted agreements and may, as part of this review, seek the opinion of the Statutory Auditors in the event of doubt. Following this review, the Audit Committee must issue a report to the Board of Directors on the unrestricted agreements signed during the fiscal year. The Board of Directors must conduct an annual review of the criteria used to classify unrestricted agreements to assess their relevance.

4.1.4.3Committees of the Board of Directors

The Board of Directors benefits from the preparatory work carried out by its three specialized committees:

The members of each Committee are appointed by the Board of Directors for the duration of their mandate as Director, taking into account their training, expertise and experience. Their competencies are detailed in section 4.1.2.3 of this Universal Registration Document. The Board of Directors is also responsible for appointing the Chair of each Committee.

The Committees act strictly within the framework of the missions assigned to them by the Board. They actively prepare its work and make proposals but have no decision-making powers. In carrying out their duties, the Committees may contact the Company’s main executives after informing the Chair of the Board of Directors. They must also report to the Board.

The Committees may request external technical studies on subjects within their competence, at the Company’s expense, after informing the Chair of the Board of Directors or the Board of Directors itself. They must also report their findings to the Board.

 

a)Audit Committee

 

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Composition

For the Financial Year 2024, the members of Audit Committee were:

 

Chair:

  • Maëlys Castella – (Independent Director).

Members:

  • Candace Matthews – (Independent Director);
  • Édouard Bich – (permanent representative of Société M.B.D.);
  • Jacob (Jake) Schwartz – (Independent Director).

 

The profile of these Directors is detailed in section 4.1.3.3 of this document.

The number of Independent Directors is three out of four, or 75%. The Committee must not include any executives. The majority of members must have accounting, and/or auditing expertise, and/or business financial knowledge. The background of Audit Committee members gives them the financial and accounting skills they need to fulfill their responsibilities.

 

The Committee met six times during the financial year, with an attendance rate of 92%.

Main remit

The Audit Committee’s primary mission is to ensure that the accounting principles applied to the Company’s consolidated and statutory financial statements comply with current standards and are consistently applied. It is also tasked with ensuring that the internal consolidation procedures and controls yield financial statements that fairly represent business results.

 

The Audit Committee’s review of the financial statements is accompanied by a presentation from the Statutory Auditors on their audit reports and the accounting methods chosen. Furthermore, the Chief Financial Officer presents to the Committee on:

  • the Company’s risks and significant off-balance sheet items; and
  • a review of the valuations and principles of on-balance sheet items which are based on market and economic valuations of the Company.

 

The Audit Committee reviews the draft financial market communications and provides input and advice. It is responsible for:

  • giving its opinion on the appointment of Statutory Auditors; and
  • attesting to the quality of the Auditors’ work and their independence. This includes verifying there is no potential conflict of interest between the Auditors and the Company.

 

It interviews the Statutory Auditors, and the people responsible for Finance, Accounting, Treasury, Internal Control & Audit,  Enterprise Risk Management and the Tax and M&A departments. These interviews can be held, if the Committee so wishes, without the Company’s executive management in attendance. Furthermore, the Chair of the Audit Committee meets (alone) with the Statutory Auditors at least once a year.

Key work of the Committee in 2024

In 2024, the Audit Committee met six times in the presence of its Chair and its members (i.e., 92% attendance rate). Representatives of the two statutory audit firms were also present at the review of the Group’s results. As far as possible, Audit Committee meetings to review the annual, half-year, and quarterly financial statements are held several days before the Board’s review. This allows management to take into account any input from the Audit Committee before the Board Meeting. The Audit Committee also reviews the related financial communication.

 

The Audit Committee regularly monitors the provisions and requirements of new accounting and financial rules applying to the Group, as well as the action plans put in place by the Company to meet these requirements. The Audit Committee also reviews any changes:

  • to IFRS;
  • to the internal control structure; and
  • any other financial reporting matters, including the Universal Registration Document.

 

In 2024, the work of the Audit Committee also covered:

  • the results of Internal Control and Audit assignments;
  • the Group’s insurance coverage and its costs;
  • the review of regulated agreements;
  • the work of the Statutory Auditors;
  • the review of potential acquisitions (which included an in-depth analysis of Tangle Teezer acquisition) and the postmortem of closed transactions;
  • the monitoring of exchange rate and inflation issues;
  • the monitoring of the share buyback program;
  • the review of Enterprise Risk Management for the Group;
  • the review of cyber security management for the Group;
  • the monitoring of business development of the Group.

 

In February 2025, the Audit Committee reviewed the 2024 financial statements (statutory and consolidated) and notes to the financial statements. These documents included a presentation and review of risks, including those of a social and environmental nature, and of the Company’s off-balance sheet commitments.

b)Remuneration Committee

 

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Composition

For the Financial Year 2024, the members of the Remuneration Committee were:

 

Chair:

  • Carole Callebaut Piwnica (Independent Director).

Members:

  • Maëlys Castella (Independent Director);
  • Héla Madiouni (Director representing the employees);
  • Véronique Laury.

 

The profile of these Directors is detailed in section 4.1.3.3 of this document.

The Committee is considered to be composed of 67% Independent Directors as the Director representing employees is not taken into account to determine the percentage of Independent Directors.

 

The Committee met four times during the financial year, with an attendance rate of 100%.

Main Remit

The role of the Remuneration Committee is to study, review and prepare the discussions of the Board of Directors on remuneration policies and their implementation.

 

The main roles of the Remuneration Committee are the following:

  • reviewing and recommending to the Board of Directors the remuneration policy to be applied to the Executive Corporate Officers, including provisions relating to their departure from the Company, their retirement schemes and any other benefits granted to them;
  • proposing rules to determine the variable portion of the remuneration of the Executive Corporate Officers and ensuring that the criteria chosen are in line with the short-, mid- and long-term strategic orientations of the Company;
  • recommending to the Board of Directors the overall policy and the total amount of Directors’ fees to be submitted for approval to the Shareholders' Meeting, as well as how they should be distributed:
    • for duties performed as Board Members,
    • for duties carried out on Committees;
  • recommending in collaboration with the Audit Committee the performance metrics to be included and measured as related to long-term incentives;
  • recommending the general policy for allocation of any share-based program proposed for all team members, including the Company’s Executive Corporate Officers and Executive managers;
  • reviewing the competitiveness of the individual remuneration packages of Executive Committee members;
  • reviewing the information provided annually in the Universal Registration Document as it relates to the remuneration of Executive Corporate Officers and other Directors. The Committee also reviews the relevant resolutions for the Shareholders’ Meeting;
  • prepare the setting of performance criteria relating to CSR issues as part of the remuneration of the Chief Executive Officer and the Executive Committee.

Key work of the Committee in 2024

The Committee’s work during the year focused on discussions and/or recommendations regarding the:

  • level of remuneration for the Chair of the Board and Directors and related payouts;
  • updating of the remuneration policy for Executive Corporate Officers, including proposals for the implementation of possible tools applicable in the case of departure of an Executive Corporate Officer;
  • level and competitiveness of the remuneration applicable to the Chief Executive Officer, including the policy to be applied in case of departure;
  • formalization of the departure package that the Chief Executive Officer will receive on departure from the Company, and the review of the associated disclosures related to this decision;
  • criteria and related targets to be used for the variable remuneration of the Chief Executive Officer;
  • review of the remuneration of Executive Committee members;
  • review of the incentive philosophy and structure to ensure the plans continue to be aligned with the Horizon strategy announced by the Company;
  • review of remuneration-related documentation to be disclosed in the Universal Registration Document (Say on Pay) and the resolutions on remuneration policy for the Shareholders’ Meeting.

 

The Chair of the Board of Directors attended Committee meetings for certain topics.

c)The Nominations, Governance and CSR Committee

 

BIC2024_URD_EN_H022_HD.jpg

 

Composition

For the Financial Year 2024, the members of the Nominations, Governance and CSR Committee were:

 

Chair:

  • Candace Matthews (Independent Director).

Members:

  • Marie-Aimée Bich-Dufour;
  • Carole Callebaut Piwnica (Independent Director).

 

The profile of these Directors is detailed in section 4.1.3.3 of this document.

 

At its meeting on February 19, 2024, the Board of Directors officially designated the Nominations, Governance, and CSR Committee as responsible for sustainability matters. This responsibility, now formally integrated into its missions, includes the oversight of all topics related to the CSRD.

 

It should also be noted that Maëlys Castella, Chair of the Audit Committee, attended several meetings of the Nominations, Governance and CSR Committee, to liaise with the Audit Committee on sustainability issues and related reporting.

 

The Committee met six times during the financial year, with an attendance rate of 100%.

Main Remit

The role of the Nominations, Governance and CSR Committee includes:

  • Nominations:
    • regularly reviewing issues related to the composition of the Board (diversity policy, complementary profiles, gender balance, plurality of mandates, etc.), the skills required and opportunities to strengthen the scope of skills of Board members,
    • proposing criteria for the selection of Board members and making recommendations on the renewal of existing Directors(a);
  • Proposing individual and Group development plans to the Board.
  • Organizing and implementing the selection process for Directors and the Chair of the Board of Directors (b);
  • Setting of the objectives as well as the annual performance review of the Executive Management;
  • Establishing a succession plan for the Chairmanship, Executive Corporate Officers and Executive Management, particularly in the event of unforeseen vacancies, as well as their long-term succession plan(c);
  • The Committee is also informed of and discusses the succession plan and the appointment of Executive Committee members. In certain cases, it participates in the recruitment of certain key members of the Executive Committee;
  • The Chair of the Board and the Chief Executive Officer participate in the work of the Committee in certain cases;
  • Governance:
    • evaluating the qualification of Independent Director,
    • ensuring that the Board of Directors regularly conducts an evaluation of its operations and those of the Committees,
    • ensuring, and contributing to, the Company’s compliance with corporate governance rules,
    • generally, to take up any matter that could involve a significant risk in terms of human assets or to study any question relating to governance that is submitted to it by the Board of Directors;
  • Corporate social responsibility:
    • examining the Group’s strategic directions, as well as strategic projects and their economic, financial, societal, and environmental consequences,
    • reflecting on and modifying certain Group CSR strategy objectives,
    • reviewing of sustainable development issues,
    • discussing the report on social and environmental responsibility, the actions taken, and the Group’s policy in this regard,
    • reviewing and ensuring the deployment of the strategy and commitments made,
    • ensuring the Group’s compliance with laws and regulations relating to gender and salary equality and reviewing the associated indicators,
    • examination of the ethical and compliance issues notably covered by the Sapin 2 law,
    • oversee impacts, risks and opportunities, in particular through the assessment and approval of double materiality.
  • The selection criteria are based on the desired balance in the composition of the Board of Directors, as well as on the qualification of its members. The Board has introduced a competency matrix to ensure that the competencies of the Board of Directors are and remain aligned with the Company’s strategy and operations of the Board of Directors.
  • The Committee may collaborate with the Chair of the Board of Directors and the CEO, as appropriate, in conducting such a search.
  • The Chair of the Board of Directors and General Management are involved in the execution of these missions as required.

Key work of the Committee
in 2024

The Committee’s work in 2024 focused on:

  • the evaluation of the Board’s performance:
    • - implementation of the action plan for year N-1,
    • - monitoring of the implementation of the related recommendations;
  • the review of the independence of Directors with respect to the AFEP-MEDEF criteria;
  • examination of the situation of each Director with regard to obligations relating to independence and conflicts of interest;
  • the review of the Group’s CSR activity;
  • the review of the 2023 Corporate Governance Report and the 2023 Universal Registration Document;
  • the review of the composition of the Committees and the Board of Directors (renewal);
  • the annual review of the performance and development of the Chief Executive Officer;
  • the setting of the Chief Executive Officer’s objectives;
  • Sucession Plan for the Chief Executive Officer:
    • management of the transition process relating to the completion of Gonzalve Bich's terms of office;
    • review of the remuneration elements awarded in connection with Gonzalve Bich's departure;
    • establishment of an ad hoc succession committee;
  • the review of the emergency and long-term succession plan for the Chair of the Board;
  • quarterly review of CSRD topics presented by the Group Sustainability Officer including:
  • the commitments of the sustainable development Program and progress on our 2025 commitments;
    • examination of the code of ethics, the organization, the rules and the procedures in place;
    • overseeing impacts, risks and opportunities, particularly through the assessment and approval of double materiality;
    • review of the sustainability report, including extra-financial performance criteria;
    • participation in defining the non-financial objectives of the annual and long-term remuneration of Corporate Officers in aligment with the CSR strategy;
  • monitoring of the anti-corruption program and vigilance plan;
  • the annual review of the organization and its human capital (including the diversity policy within the Group and Management). This included the review of progress with a focus on development and succession plans for key positions;
  • assisting the Board of Directors in monitoring social, non-discrimination and diversity policies;
  • requesting for information regarding recruitment issues and salary policy;
  • update on the Group’s approaches to diversity, inclusion and gender mix;
  • an annual “Talent Review” process, the objectives of which include:
    • taking inventory of our leadership talent to ensure BIC’s succession,
    • improving the anticipation of succession plans,
    • engaging in a stronger dynamic in the development of our talent,
    • discussion with the Chief Human Resources Officer and the General Counsel about the speak up cases.

The Chair of the Board of Directors attended Committee meetings for certain topics.

 

4.1.4.4Evaluation of the Board and its Committees

Once a year, and in accordance with Article 11 of the AFEP-MEDEF Corporate Governance Code, the Board of Directors devotes time on its agenda to evaluating its operations, in order to:

With this in mind, the Board of Directors organizes an annual debate on its functioning, and every three years it carries out a formal assessment, implemented with the support of the Nominations, Governance an CSR Committee, possibly with the assistance of an outside consultant, in accordance with the recommendations of the AFEP-MEDEF Corporate Governance Code.

In 2024, the Directors were once again asked to provide their assessment of the Board, using a questionnaire prepared by the Chair of the Nominations, Governance and CSR Committee and the Secretary of the Board of Directors. This evaluation procedure was then examined by the Nominations, Governance and CSR Committee.

A summary of these interviews was drawn up by the Secretary of the Board, before being submitted to the Nominations, Governance and CSR Committee, and then to the Board of Directors.

The main recommendations arising from the evaluation relate to:

4.1.4.5Ethics of Directors

Stock market ethics

While the Internal Regulations have always included provisions relating to trading BIC shares on the stock market, on December 2022, Société BIC adopted an Insider Trading Policy. This policy complies with the EU Market Abuse Regulation no. 596/2014 (MAR, the “Market Abuse Regulation”), which came into force on July 3, 2016, and AMF Position-recommendation no. 2016-08 as amended on April 29, 2021.

This Insider Trading Policy was presented to the Board of Directors’ meeting dated December 13, 2022 and one of its purposes is to raise awareness among all Group staff, including Directors, aware of the rules applicable to the prevention of insider misconduct, and in particular:

The Board Internal Regulations, last amended on April 23, 2024, in its Title 2 also set out the ethical obligations applicable to Directors and their permanent representatives, with each Director acknowledging that he or she is aware of these obligations before accepting his or her mandate.

In addition to their role and governance-related aspects, Directors are also made aware of the Company's overall approach to ethics. This awareness is reinforced through the mandatory annual training provided to all employees. It specifically covers:

Finally, the Directors report to the Company and to the AMF any transaction carried out by them on BIC shares(11). The declaration also concerns transactions carried out by persons closely related to the Directors as defined by the applicable laws and regulations.

Rights and obligations of Directors

The Internal Regulations of the Board of Directors provide that its members are subject to obligations such as:

4.1.4.6Procedure for declaring conflicts of interest

According to the Internal Regulations, all Directors must disclose to the Board, in full and in advance, any actual or potential conflict of interest concerning them. A conflicted Director may not participate in the discussions or decision-making on the subject.

4.1.4.7Shareholders dialogue

The Board of Directors ensures that Shareholders and major investors receive relevant information on BIC’s strategy, during meetings with minority Shareholders and major investors, in compliance with the principles of stock market ethics and equal access to information.

The Board was informed of the expectations and positions of the main investors and proxy advisors, expressed during meetings with the Company’s management in charge of preparing the Shareholders’ Meeting (Legal Department, Stakeholder relations department and Finance department). It also met to answer questions put by Shareholders prior to the Shareholders’ Meeting.

The Board ensures that Shareholders and investors receive relevant information on BIC’s strategy, during meetings with the main investors, in compliance with the principles of stock market ethics and equal access to information.

In response to requests received, the Chair of the Board of Directors, accompanied by certain directors depending on the subject, also answered questions from individual Shareholders, institutional Shareholders, as well as from other stakeholders.

4.2.Corporate Officer remuneration

 

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 determination, review and implementation of its compensation policy. In accordance with the French Commercial Code(12), this section of the report of the Board of Directors details the remuneration and benefits provided to Corporate Officers for or during FY 2024, as well as the applicable remuneration policy.

At the 2024 Shareholders’ Meeting, Shareholders will be asked to vote on the following resolutions:

 

Remuneration policy for Directors and corporate officers of Société BIC

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. The remuneration policy follows the Code in all aspects.

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.

Principles of the remuneration policy

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.  In the context of the announcement of Gonzalve Bich's departure from the Company in 2025, a new CEO will be appointed and the remuneration policy described in this document will be applied to this nomination. Any modification to the policy linked to the appointment of the new CEO will be duly disclosed on nomination and subject to the vote of the Annual Shareholders Meeting of 2026.

Pay-for-performance

Performance conditions prevail in the compensation of the chief Executive officer

 

BIC2023_URD_EN_H024_HD.jpg

Ambitious short- and long-term performance plans aligned with the Company’s strategic objectives

 

BIC2024_URD_EN_I061_HD.jpg

 

BIC2024_URD_EN_I062_HD.jpg

4.2.1Elements of Remuneration and benefits paid or awarded during FY 2024 to the Chief Executive Officer

The compensation paid or awarded for FY 2024 to Gonzalve Bich, Chief Executive Officer, was approved by the Board of Directors in its meetings of February 19, 2024 on the recommendation of the Remuneration Committee. The total compensation is in compliance with the compensation policy as approved by the Shareholders’ Meeting of May 29, 2024 with a vote of 92.18%.

Remuneration paid  to Gonzalve Bich during FY 2024

 

€ 866,531

€ 763,613

€ 1,379,705

€ 14,419

Fixed compensation

Variable annual compensation

Long-term incentive plan

Company car

 

“Say on Pay” table relating to the compensation paid or awarded to the Chief Executive Officer during FY 2024 including the related party agreement detailed below

Element 
of remuneration

 

Amounts paid during FY 2024

Amounts awarded during FY 2024

Comments

Fixed Compensation

USD

EUR

937,500

866,531

937,500

866,531

At its meeting of February 19, 2024, the Board of Directors decided on recommendation of the Remuneration Committee and after approval of the Shareholders’ Meeting, to increase the gross annual fixed remuneration of the CEO to USD 950,000 with effect April 1, 2024.

Variable annual compensation

USD

EUR

999,180

923,542

826,153

763,613

FY 2024 policy: The variable annual compensation is designed to compensate the performance achieved during the financial year in relation to the annual performance objectives set by the Board of Directors in accordance with the corporate strategy. The payment may vary between 0% and 130% of the fixed compensation if the quantitative and qualitative objectives are achieved (at target) and may reach a maximum of 195% if the Company achieves exceptional financial and non-financial performance in relation to the objectives.

For the FY 2024: At its meeting held on February 18, 2025, the Board of Directors, on the recommendation of the Remuneration Committee and after approval of the financial elements by the Audit Committee, determined the amount of the variable annual compensation for Gonzalve Bich for FY 2024:

  • for the financial criteria, the variable remuneration for the year amounts to USD 455,653, which corresponds to an achievement rate of 52.7%;
  • for the individual criteria, the variable remuneration for the year amounts to USD 370,500, which corresponds to an achievement level of 100%.

Based on this assessment, the total amount of annual variable compensation for the CEO was set at USD 826,153 or 86.97% of his fixed annual compensation, for a target at 130%.

Performance shares

 

-

24,963 performance shares

The total IFRS value of the shares granted in 2024 is stable compared to previous year at 1,379,705 EUR. 

Related party agreement - consulting services

 

 

 

In its meeting of December 11, 2024, and subject to the approval of the Annual Shareholders Meeting of May 20, 2025 the Board of Directors entered into a related party agreement with Gonzalve Bich for consulting services for a period of six-months following the departure from his role as CEO and to the value of USD 350,000. Under the provisions of the Agreement, Gonzalve Bich will provide strategic advisory support to the management team and Board of Directors, assistance with current or new M&A transactions  and will participate in key meetings to ensure the continuity of strategic relationships with shareholders, including investors, regulators and business partners. 

Non-compete clause

USD

EUR

N/A

1,800,000

1,663,740

Gonzalve Bich is held to a non-compete clause, under a related party agremeent approved by the Board of Directors in its meeting of December 11, 2024 and subject to the approval of the Annual Shareholders Meeting of May 20, 2025. The non-compete requirement is for a 12-month period and applies to any position as a salaried employee, consultant or Executive or Non-Executive director role for the benefit of a company operating a competing activity. The geographical scope of the agreement covers the European Union, the United Kingdom, the USA and Canada, Brazil, Mexico, China, Japan, South Korea, Nigeria, South Africa, Morocco and India. Under the terms of this agreement, Gonzalve Bich will receive a total non-compete indemnity to the amount of USD 1,800,000 paid in monthly installments over the duration of the clause. This indemnity remains under the maximum limit fixed by the AFEP-MEDEF Corporate Governance Code of twenty-four months of base salary and annual bonus payment.

Multi-year variable compensation

 

N/A

N/A

The CEO is not eligible to any multi-year variable cash compensation.

Exceptional compensation

 

N/A

N/A

The CEO is not eligible to any exceptional compensation.

Welcome bonus or termination indemnity

 

N/A

N/A

The Compensation Policy for Executive Officers specifically excludes Gonzalve Bich from receiving a termination indemnity, and no such indemnity was granted in view of his departure in 2025.

Supplementary pension scheme

 

Unfunded

Unfunded

As of December 31, 2024, Gonzalve Bich had accrued a pension benefit equivalent to 31.77% of the average remuneration over the last three years of service out of his 21.9 years of service. For reference, this is equal to an annual pension of 635,124 USD payable at age 65, inclusive of the U.S. Qualified Pension Plan benefit. In addition, he has also accrued a cash balance benefit of 141,985 USD as of December 31, 2024, which is based on compensation credits equal to 4% of base pay, accumulated with interest, for each year beginning with January 1, 2021. 

Collective healthcare and welfare schemes

USD

EUR

72,432

66,968

60,738

56,140

Gonzalve Bich is registered in the same health insurance and life insurance plans as the other executives in the U.S.

Other benefits

USD

EUR

15,600

14,423

15,600

14,419

Gonzalve Bich benefits from a company car allowance based on the same policy as the other executives in the U.S.

 

No employment contract was entered into between Société BIC and the Executive Corporate Officer. Given the personal situation of the Executive Corporate Officer, his remuneration is paid by BIC International in the United States.

4.2.1.1Variable Remuneration of Gonzalve Bich

Under the provisions of the French Commercial Code(13), payment of variable remuneration to Corporate Officers requires a positive ex post vote at the Shareholders’ Meeting. The assessment criteria for the financial year 2024 are outlined below.

Dialogue with Shareholders

The Company continues to adapt the information provided in this document on the targets and results achieved and has illustrated over the past two years the challenging nature of the targets given that for the second year running the qualitative objectives are not considered as over-achieved.

 

Objective

Weighting

Minimum

Target

Maximum

Achievement level

Payout

Payout as a % of fixed compensation

Net Sales

25%

2,142.5 M€

+6.8% increase at budget currency

+10.2% increase at budget currency

12.4%

3.1%

4.03%

Group Adjusted Ebit

25%

321.1 M€

+6.7% increase at budget currency

+10.1% increase at budget currency

37.9%

9.5%

12.32%

Group Cash Conversion Cycle

20%

189 days

176 days

169.5 days

121.6%

24.3%

31.62%

Personal objectives

30%

11.7%

39.0%

58.5%

100%

30%

39.00%

Total

100%

-

-

-

-

66.9%

86.96%

 

The personal objectives represent 30% of the target variable remuneration and a maximum of 58.5% of the fixed remuneration. These individual objectives focused on ESG, including a specific Climate objective as recommended by the AFEP-MEDEF guidelines, M&A activities, and Innovation.

The Climate objective was assessed to be on-track to achieve the targeted reduction in 50% of Scope 1 and 100% of Scope 2 emissions by 2030. In other areas of ESG, the number of women in the director population continues to progress and the results of the 2024 Engagement Survey showed a further 1-point increase in engagement over the previous year, with a positive engagement rate of 80%, reflecting our commitment to an inclusive and productive workplace and meeting the company-wide objective that was fixed.

With the acquisition of TangleTeezer, announced on December 11, 2024, the Board considers that the CEO continues to deliver on the objective that he was fixed to drive growth through targeted acquisitions. 

Regarding Innovation, the Board is confident that the renewed focus on the categories, allowing for greater regional agility, is generating  the expected momentum in the innovation pipeline and should deliver incremental growth as targeted in 2025.

As a result, the Board is satisfied with the progress being made, the performance assessment has led to a decision to pay the individual objectives at 100% of their target level, resulting in a payout of 370,500 U.S. dollars.

4.2.1.2Summary of the Remuneration due or granted to Gonzalve Bich for the fiscal year 2024

Summary of remuneration, Options and shares awarded to GONZALVE BICH

(Table 1 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

 

FY 2023
 (in U.S. dollars)(a)

FY 2024

(in U.S. dollars)(b)

Compensation due in respect of the year (detailed in table 2)

USD

1,984,612

1,850,341

 

EUR

1,834,886

1,710,270

Amount of multi-year variable compensation awarded during the year

 

-

-

Amount of stock options awarded during the year (detailed in table 4)

 

-

-

 

 

-

-

Amount of performance shares awarded during the year (detailed in table 6)

USD

1,529,630

1,492,703

EUR

1,414,229

1,379,705

TOTAL

USD

3,514,242

3,343,044

 

EUR

3,249,115

3,089,975

  • Amounts in U.S. dollars were converted into euros at the average exchange rate for 2023 (1 EUR = 1.0816 USD).
  • Amounts in U.S. dollars were converted into euros at the average exchange rate for 2024 (1 EUR = 1.0819 USD).

 

Summary of the remuneration of Gonzalve Bich

(Table 2 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

 

Amounts for FY 2023

(in U.S. dollars)(a)

Amounts for FY 2024

(in U.S. dollars)(b)

 

Due

Paid

Due

Paid

Fixed compensation

USD

887,500

887,500

937,500

937,500

 

EUR

820,544

820,544

866,531

866,531

Annual variable compensation

USD

999,180

1,349,205

826,153

999,180

 

EUR

923,798

1,247,416

763,613

923,542

Multi-year variable compensation

 

-

-

-

-

Other compensation

 

-

-

-

-

Directors’ compensation

 

-

-

-

-

Benefits in kind

 

1) Car allowance:

1) Car allowance:

 

USD

15,600

15,600

15,600

15,600

 

EUR

14,423

14,423

14,419

14,419

 

 

2) Company contributions
to U.S. savings plans:

2) Company contributions
to U.S. savings plans:

 

USD

9,900

9,900

10,350

10,350

 

EUR

9,153

9,153

9,567

9,567

 

 

3) Other:

3) Other:

 

USD

72,432

72,432

60,738

60,738

 

EUR

66,968

66,968

56,140

56,140

Total

USD

1,984,612

2,334,637

1,850,341

2,023,368

 

EUR

1,834,886

2,158,503

1,710,270

1,870,199

  • Amounts in U.S. dollars were converted into euros at the average exchange rate for 2023 (1 EUR = 1.0816 USD).
  • Amounts in U.S. dollars were converted into euros at the average exchange rate for 2024 (1 EUR = 1.0819 USD).
Stock options granted to Gonzalve Bich by the Company during the financial year

(Table 4 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Stock options granted during the fiscal year by the issuer and by any Group company (Nominative list)

Name and date of the plan

Number of options granted during the fiscal year

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Exercise date

Availability date

Performance conditions

Gonzalve Bich

No stock options were granted during the financial year 2024

 

Stock options exercised by Gonzalve BICH during the financial year

(Table 5 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Stock options exercised during the fiscal year (Nominative list)

Name and date of the plan

Number of options granted during the fiscal year

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Exercise date

Availability date

Performance

conditions

Gonzalve Bich

No stock options were exercised during the financial year 2024

 

Performance shares awarded in FY 2024 to Gonzalve Bich

(Table 6 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Performance shares awarded during the fiscal year to each Corporate Officer by the issuer and by any Group company (Nominative list)

Number and date of the plan

Number of shares awarded during the fiscal year

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Award date

Availability date

Performance conditions

Gonzalve Bich

Plan P2024

(February 19, 2024)

24,963

1,379,705

March 31, 2027

March 31, 2027

1) Free Cash Flow

2) Innovation Vitality Rate

3) Rate of reusable, recyclable or compostable packaging

 

Performance shares awarded in FY 2023 to Gonzalve Bich

(Table 6 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Performance shares awarded during the fiscal year to each Corporate Officer by the issuer and by any Group company (Nominative list)

Number and date of the plan

Number of shares awarded during the fiscal year

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Award date

Availability date

Performance conditions

Gonzalve Bich

Plan P2023

(February 15, 2023)

23,681

1,414,229

March 31, 2026

March 31, 2026

1) Free Cash Flow

2) Innovation Vitality Rate

3) Rate of reusable, recyclable or compostable packaging

Performance shares that became available in FY 2024 to Gonzalve Bich

(Table 7 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Performance shares that became available for each Corporate Officer (nominative list)

Number and date
 of the plan

Number of shares that became available during the fiscal year

Award terms

Award year

Gonzalve Bich

Plan 17

(February 16, 2021)

28,358

93..6% of the initial allocation vests, based on the achievement of performance conditions

2021

 

Performance shares that became available in FY 2023 to Gonzalve Bich

(Table 7 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

Performance shares that became available for each Corporate Officer (nominative list)

Number and date
 of the plan

Number of shares that became available during the fiscal year

Award terms

Award year

Gonzalve Bich

Plan 16

(February 11, 2020)

24,781

100% of the initial allocation vests, based on the achievement of performance conditions

2020

 

Summary of stock options granted with performance conditions

(Table 8 following the format of the French Financial Markets Authority Position-Recommendation No. 2009-16 de l’AMF)

 

Achieving Horizon

Achieving Horizon

Date of Shareholders Meeting

May 19, 2021

May 19, 2021

Date of Board Meeting

May 19, 2021

December 9, 2021

Total number of options granted, of which options granted to:

1,224,500

170,000

Gonzalve Bich, Chief Executive Officer

300,000

-

First possible date of exercise

February 28, 2026

February 28, 2026

Expiry date

May 19, 2031

December 9, 2031

Exercise price (in euros)

65

65

Exercise conditions

Performance conditions must be
 achieved as detailed in 4.2.2.3.

Number of options exercised as of December 31, 2024

-

-

Number of options cancelled

600,000(a)

96,000

Stock options outstanding at the end of the financial year

624,500

74,000

  • Including 300,000 options granted to the incumbent CEO and forfeited subsequent to the December 11, 2024 announcement of his departure from the Company to occur in 2025.

4.2.2Remuneration Policy for Executive Corporate Officers

Overview of remuneration structure

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.

 

BIC2023_URD_EN_H025_HD.jpg

 

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 Company has continued its policy of listening to proxies and Shareholders and has taken on board in this document the request for increased transparency on the definition and measure of performance objectives. The 2024 remuneration policy for Executive Corporate Officers was approved by 92% of the votes at the Shareholders’ Meeting of May 29, 2024, with approval at a higher level than in previous years.

 

2024 AGM Resolutions

Policy to be voted

% of positive votes

2024 AGM

% of positive votes 2023 AGM for reference

% of positive votes 

2022 AGM for reference

9

Say-on-Pay report 2023

93.38%

93.43%

94.04%

10

Remuneration paid to Chief Executive Officer for 2023

92.09%

90.41%

91.79%

11

2024 Remuneration Policy – Executive Corporate Officers

92.18%

91.01%

91.68%

12

Remuneration paid to Chair (Nikos Koumettis) for 2023

99.92%

99.93%

-

13

2024 Remuneration Policy – Chair

99.92%

99.93%

99.94%

14

2024 Remuneration Policy – Board of Directors

99.98%

99.98%

99.97%

 

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 18, 2025. It applies to the current Chief Executive Officer and will also apply to the Chief Executive Officer to be appointed under the succession plan announced on December 11, 2024. At the time of publication of this document, the appointment of an Executive Corporate Officer other than the CEO is not envisaged. Should such an appointment be envisaged, the appropriate disclosures will be made at the time of appointment.

Fixed remuneration

CEO – USD 950,000

Variable remuneration

CEO – Target at 130% Maximum at 195%

Long-term incentive plan

CEO – Maximum of 2,000,000 euros facial value

At its meeting of December 11, 2024, the Board of Directors decided to grant shares to Gonzalve Bich under the  2025 Long-term incentive plan. These shares will be subject to a pro-rata calculation as outlined in Section 4.2.2.3 under “Conditions for retaining share-based entitlements in the event of departure”.

Pension scheme

The Chief Executive Officer participates in a supplementary pension plan, the BIC Restoration Plan. This plan is governed under U.S. rules and is unfunded.

The new CEO will be enrolled in a supplementary pension plan in line with the legislation of the country in which they will be based.

Deferred commitments

The Chief Executive Officer has no deferred commitments.

Multi-year/exceptional variable remuneration

There is currently no multi-year or exceptional variable remuneration component in the Executive Corporate Officers remuneration policy. Any such element will be communicated and justified.

Remuneration in case of departure

The Annual General Meeting of May 29, 2024  approved the departure package framework that could be called upon in case of departure of an Executive Corporate Officer (including future hires) and the elements of this framework which apply to  current Chief Executive Officer.

The policy remains unchanged in 2025 and is declined as follows:

  • vesting of performance shares may be allowed on a pro-rata temporis basis. The initial vesting schedule and performance conditions will remain applicable in case of departure from the company;
  • the possibility for the Board to implement a non-compete clause, to be paid over a defined period of time. The non-compete clause will not be paid in case of retirement;
  • a termination indemnity, subject to performance conditions, the amount and conditions of which will be defined at the time of hiring. The current Chief Executive Officer will not be entitled to a termination indemnity on departure from the company.

In line with AFEP-MEDEF guidelines the combination of the non-compete payment and the termination indemnity will not exceed an amount equal to 24 months of base salary and annual bonus, and any termination indemnity will be subject to performance conditions that will be disclosed at the time of appointment.

 

The pro-rata temporis vesting and the non-compete clause will be implemented  for Gonzalve Bich on departure from the company.

Sign-on bonus

The current Chief Executive Officer does not have any element in his remuneration package related to a sign-on bonus.

If the new CEO is hired externally, the Board of Directors may decide to pay a sign-on bonus. Any such bonus would be paid in line with current AFEP-MEDEF guidelines, covering only the loss of entitlements from which he or she previously benefited. The amount would be duly disclosed at the time it is determined, and disclosure would include details of whether the payment is periodic or deferred.

Other

Company car allowance/collective healthcare and welfare schemes in line with local benefit plans provided to all BIC executives.

 

Method of determining competitiveness of the remuneration for Executive Corporate Officers

As with all team members, the fixed element of the Executive Corporate Officers remuneration package is determined based on:

  • the level and complexity of responsibilities;
  • experience and career history;
  • individual performance; and
  • market analyses for comparable functions.

The Company seeks to ensure that its remuneration policy is in line with the markets in which the Group operates and where its top executives are based, allowing it to remain attractive in an increasingly global talent marketplace. The Executive Corporate Officer and senior executives of BIC are today located essentially in the United States and in Europe.

The Remuneration Commitee identifies and recommends to the Board of Directors the key criteria for the determination of the panel of companies that constitute the peer group used in determining the competitivity of the Executive Corporate Officers remuneration package.

In 2023, BIC moved to a single peer group, composed of one-third of U.S. companies, one-third of French companies and one-third of other European companies to inform its decisions with regard to the remuneration of Corporate Executive Officers. To ensure the continued relevance of the peer group, the Remuneration Committee updated the list in February 2025 while respecting the overall distribution between the regions. 

 

U.S. Companies

European Companies

Edgewell Personal Brands

SEB SA

Ebro Foods SA

Worthington Enterprises, Inc.

Verallia SA

Brembo S.p.A.

Acushnet Holdings Corp.

Bonduelle SCA

Virbac SA

Gentherm Incorporated

Unibel SA

Nokian Renkaat OYJ

Central Garden and Pet Company

CIE Automotive

Fiskars oyj Abp

Competitive position of the Chief Executive Officer

The percentages in the table below reflect the comparatio, or the comparison versus the median of the peer group data for each component of the 2025 compensation package . The data for 2021 and 2022 is as reported in previous years, and based on the former U.S. peer group.

Comparatio of each compensation element

Base Salary

Target Total Cash

Long-Term Incentives

Total Direct Remuneration

Chief Executive Officer (2021)

79%

81%

39%

54%

Chief Executive Officer (2022)

87%

91%

39%

60%

Chief Executive Officer (2023)

97%

101%

146%

125%

Chief Executive Officer (2024)

97% 

101%

131%

110%

 

4.2.2.1Fixed remuneration

At the beginning of each year, the Board, on the recommendation of the Remuneration Committee, sets the fixed remuneration of the Executive Corporate Officers for the fiscal year. Their decision is 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 analyses for comparable functions and, as the case may be, overall pay review at Group level.

Subsequent to the announcement of the CEO to not seek renewal of his mandate, the Board of Directors, upon the recommendation of the Remuneration Committee, has decided to leave the fixed remuneration of the CEO unchanged at 950,000 U.S. dollars per annum .  At the time of publication of this document, the fixed remuneration of the new CEO is not yet known and will be disclosed and justified at the time of appointment.

 

4.2.2.2Short-term variable remuneration

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

BIC2023_URD_EN_H026_HD.jpg

 

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

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

The variable remuneration for 2025 will be calculated based on three quantitative criteria which measure the achievement of financial objectives, and a qualitative component. The financial objectives are based on the operating plan recommended by the Audit Committee and approved by the Board of Directors, at budgeted foreign currency exchange rates. The achievement of each of the financial criteria will be assessed individually and the target for 100% payout will be in line with any guidance communicated externally.

As part of the succession plan decided in light of the non-renewal of the CEO mandate, the personal objectives for 2025 will focus on leading the organization to achieve the Horizon Strategic Plan, reinforcing accountability for the Sustainability roadmap and preparing for a successful transition with the new CEO.

The Board of Directors, under the guidance of the Nominations Committee, have reviewed the process of determining and assessing the achievement of the personal 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 of each target will continue to be disclosed in section 4.2.1.1 of this document. The targets have been decided by the Board of Directors, acting on the recommendation of the Nominations Committee, according to the priorities set by the Board of Directors.

 

Variable remuneration criteria (all at Group level)

2024

2025

Financial Objectives

Net Sales, in value

25%

25%

Adjusted EBIT, in value

25%

25%

Cash Conversion Cycle, in number of days(a)

20%

20%

Personal Objectives

30%

30%

of which:

Sustainability - lead the organization to deliver the Writing the Future Together engagement, including driving continued progress on the Climate objectives

 

M&A - execute on the M&A and value capture roadmap

 

Horizon - continue to lead the organization towards the achievement of the objectives laid out in the Horizon Strategic Plan

 

 

TOTAL

100%

100%

  • Cash Conversion Cycle = Days Sales Outstanding (DSO) + Days Inventory Outstanding (DIO) – Days Payable Outstanding (DPO).

 

The year-end assessment of the qualitative objectives will continue to be performed by the Nominations Committee, with the participation of all Directors, based on the specific targets for each criteria for the year, and is presented to the Board of Directors 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.

4.2.2.3Long-Term Incentives

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 athe vesting period, aligning the interests of Shareholders and our team members. For the Achieving Horizon exceptional stock option grant detailed below, a five-year performance period was fixed to align with the timing of the Horizon Plan.

Grant of performance shares

For the Executive Corporate Officers, the maximum market value at grant for each individual is as indicated below. This practice was put in place in 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.

 

Position

Maximum Market Value of Performance Shares at Grant Date

Chief Executive Officer

2,000,000 euros, representing circa 2 times the annual fixed remuneration

 

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.

Performance conditions for performance shares

The Board of Directors set the performance targets at the beginning of each performance period. Actual performance is assessed according to the achievement versus the operating plan approved by the Board, each year, over the three-year plan.

 

BIC2023_URD_EN_H027_HD.jpg

 

Performance Condition

Weight

Detail

Free Cash Flow

50%

Cash from Operating Activities less Capital Expenditure, consistent with Group’s focus on Net Cash Generation

Innovation Vitality Rate

40%

Net Sales from innovations as defined by Plan rules, divided by total Net Sales, consistent with the Horizon strategy

Rate of Reusable, Recyclable or Compostable Packaging

10%

Contributing to our ESG commitments by increasing the rate of reusable, recyclable or compostable packaging across our product lines

 

Actual performance is assessed separately for each objective against a yearly target set at the beginning of the performance period by the Board of Directors.

Payouts are dependent on the business performance and follow stringent payout calculation rules.

Payout calculation for each objective is as follows:

 

BIC2023_URD_EN_H028_HD.jpg

 

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

 

Shareholding Requirement Guidelines

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:

 

Achieving Horizon Stock Option Plan

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 the Executive Corporate Officers, the maximum IFRS value at grant is as indicated below.

 

Position

Maximum IFRS Value of Stock Options at Grant Date

Chief Executive Officer

2,500,000 euros, representing circa 1.4 times the annual target remuneration

 

Performance conditions for Achieving Horizon Stock Option Plan

The Achieving Horizon Stock Options Plan is based on demanding long-term performance conditions directly linked to the delivery of the Horizon Plan. Objectives were set by the Board at the beginning of the vesting period focused on growth and profitability in line with the Horizon Plan mid-single digit (around 5%) annual growth trajectory announced in November 2020. The Board will assess achievement of the performance conditions when FY 2025 results are published. No progressive or phased vesting is considered for this plan (cliff effect). To this effect, if the performance conditions are not met no options may be exercised. The vesting is capped at 100% of the total target number of options regardless of whether the performance conditions are over-achieved.

Conditions for retaining share-based entitlements in the event of departure
Performance shares

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 Stock Options granted under the Achieving Horizon Plan are not covered by these modifications and their treatment is detailed in the next section.

 

Event occuring before the vesting date

 

Outcome

Resignation from the position of Executive Corporate Officer before the term of office and unrelated to a succession plan

 

Complete forfeiture of any unvested awards

Death or disability

 

Eligibility to full grant maintained under the standard plan provisions and as per Article L. 225-197-3 of the French Commercial Code

Departure due to retirement or statutory age limit

 

Eligibility to full grant maintained under the standard plan provisions

Resignation of Executive Corporate Officer in connection with an orderly succession plan

 

Partial eligibility on a pro-rata temporis basis, over the period from the grant date to termination date

Dismissal of Executive Corporate Officer by decision of the Board

 

The pro-rata temporis vesting of outstanding performance shares would be subject to Board approval in the case of dismissal of an Executive Corporate Officer by decision of the Board, disclosed at the time of departure. The Board of Directors, in its meeting of December 11, 2024, has voted to allow Gonzalve Bich to vest on a pro-rata temporis basis in the performance shares granted. Vesting will occur based on the initial vesting schedule and on condition that the performance conditions are met.

Stock Options

If an Executive Corporate Officer leaves the Company during the vesting period (except in case of death), s/he may not retain any right to be delivered unvested Stock Options. In the event of death or retirement during the exercise period, stock options might be maintained. All stock options granted to Gonzalve Bich are considered to have been forfeited given his announced departure from the Company in 2025.

4.2.2.4Pension plans

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

Gonzalve Bich is a member of the BIC CORPORATION Restoration Plan (a U.S. supplementary pension plan). This has existed since 2006 and benefits selected Company executives whose remuneration taken into account in the U.S. Qualified Pension Plan is restricted by regulations.

The plan benefits are subject to having been a participant in the plan for at least five years.

Method for determining the pensionable remuneration: the pensionable remuneration is the average remuneration based on the highest three consecutive years within the last 10 years.

Rate at which pension rights vest: this plan provides for a single life annuity, payable at normal retirement age (65) equal to:

The plan also includes the pension granted by the U.S. Qualified Pension Plan. Full vesting at age 52 with 15 or more years of service or at age 60 with five years of participation. Full vesting in the U.S. Qualified Plan occurs at five years of service:

In addition, the Plan provides early retirement benefits for beneficiaries prior to age 65 (age 62 if they retire, or after age 55 with 10 or more years of service).

In accordance with IAS 19, provisions are funded by BIC CORPORATION for the commitments arising from this plan.

Maximum Payments: not applicable.

Method of funding: the Restoration Plan is unfunded. The U.S. Qualified Pension Plan is funded through a trust.

Other expenses paid by the Company: BIC pays the cost of administration, accounting valuations under IAS 19 and funding valuations for the U.S. Qualified Pension Plan

As of December 31, 2024, Gonzalve Bich had accrued a pension benefit equivalent to 31.77% of the average remuneration over the last three years of service out of his 21.9 years of service. For reference, this is equal to an annual pension of 635,124 U.S. dollars payable at age 65, inclusive of the U.S. Qualified Pension Plan benefit. In addition, he has also accrued a cash balance benefit of 141,985 U.S. dollars as of December 31, 2024, which is based on compensation credits equal to 4% of base pay, accumulated with interest, for each year beginning with January 1, 2021. 

On nomination of the new CEO, the Company will enrol them in a supplementary pension plan in line with the guidelines and regulations in place in the country of employment.

4.2.2.5Benefits in kind

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.

4.2.2.6Termination Payment and Sign-on Bonus

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

The Executive Corporate Officer Remuneration Policy voted at 2024 Annual General Meeting will be applicable to the nomination of the new CEO and gives  the Board the right to:

4.2.2.7Other components

As part of the Executive Corporate Officer Remuneration Policy, the Board reserves the right to enter into a non-compete agreement. The conditions of the non-compete clause would 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. In its meeting of December 11, 2024 the Board of Directors decided to leverage this possibilty and to implement a non-complete clause that will come into effect on the departure of Gonzalve Bich, The indemnity associated with this clause equates to an amount equivalent to less than 18 months base salary and target bonus and as such is within the corporate governance guidelines. Any decision to enter into a non-compete agreement with the new CEO will be duly justified and communicated at the time of entering into the agreement.

4.2.2.8Claw back clause

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:

4.2.2.9Commitments concerning Corporate Officers (related to the start or end of a term of office)

(Table 11 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

Corporate Officers

Employment contract

Supplementary pension plan

Indemnities and benefits due or likely to be due because of a termination or change in positions

Non-compete indemnities

 

 

Yes

No

Yes

No

Yes

No

Yes

No

Nikos Koumettis

Chair of the Board

Initial date of appointment: May 18, 2022

Term: AGM 2025

 

X

 

X

 

X

 

X

Gonzalve Bich

Chief Executive Officer

Initial date of appointment: June 2, 2016

Term: AGM 2025

 

X(a)

X

(See
 Section 4.2.2.4)

 

X

 

X

 

  • No employment contract was signed by Société BIC and Gonzalve Bich. His remuneration is paid by BIC International.No termination indemnity is provided for these roles, which can be terminated at any time. Dependent on the reason of the departure, the right to unvested performance shares might be maintained.

4.2.3Remuneration and benefits paid or allocated for FY 2024 to non-executive corporate officers and directors

Applying the rules defined by the Board of Directors and approved by the Annual Shareholders’ Meeting of May 29, 2024, Non-Executive Corporate Officers received the following remuneration in respect of the duties performed in 2023 and 2024.

Compensation received by the Non-Executive Corporate Officers

(Table 1 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

Nikos Koumettis

Chair (non-executive)

FY 2023
(in euros)

FY 2024
(in euros)

Remuneration due in respect of the year (detailed in Table 2)

300,000

300,000

Amount of multi-year variable remuneration awarded during the year

-

-

Amount of stock options awarded during the year

-

-

Amount of performance shares awarded during the year

-

-

TOTAL

300,000

300,000

 

Compensation received by the non-EXECUTIVE CORPORATE OFFICERS

(Table 2 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

Nikos Koumettis

Chair (non-executive)

Amounts for FY 2023
(in euros)

Amounts for FY 2024
(in euros)

Due

Paid

Due

Paid

Fixed remuneration

300,000

300,000

300,000

300,000

Annual variable remuneration

-

-

-

-

Multi-year variable remuneration

-

-

-

-

Extraordinary remuneration

-

-

-

-

Directors’ fees

-

-

-

-

Fringe benefits

-

-

-

-

Total

300,000

300,000

300,000

300,000

Compensation paid to Directors

(Table 3 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

Of the 550,000 euros allocated to Directors Fees by the Annual Shareholders’ Meeting of May 29, 2024, a total of 493,433 euros was paid to Directors for FY 2024. Total remuneration and fringe benefits awarded for FYs 2023 and 2024 by Société BIC and by the companies it controls to members of the Management bodies of Société BIC are detailed below. In application of the remuneration policy, the Directors representing BIC employees received a fixed element of remuneration for their role.

 

 

Directors’ remuneration relating to 2023 (in euros)

Directors’ remuneration relating to 2024 (in euros)

Maëlys Castella (Chair of the Audit Committee)

69,600

69,100

Candace Matthews (Chair of the Nominations Committee since May 16, 2023)(a)

95,083

98,000

Marie-Aimée Bich-Dufour

53,000

47,500

Société M.B.D.

56,000

53,000

Jake Schwartz

59,000

51,000

Timothée Bich

42,000

39,000

Carole Callebaut-Pinwica (Chair of the Remuneration Committee since May 16, 2023)

44,667

65,000

Véronique Laury (since May 16, 2023)

35,000

47,500

Héla Madiouni (since March 2023)

11,667

14,000

Pascal Chevallier (October 2023 - August 2024)

3,500

9,333

Sébastien Drecq (since October 2023)

-

3,500

Elizabeth Bastoni (Chair of the Remuneration and Nominations Committees until May 16, 2023)

31,833

-

Marie-Pauline Chandon-Moët (until May 16, 2023)

15,833

-

Vincent Bedhome (until October 2023)

11,667

-

Total from authorized SUM

528,850

493,433

  • Candace Matthews benefits from a specific arrangement for a fixed amount of 30,000 euros instead of the travel allowance, as per prior agreement.

4.2.4Remuneration Policy for members of the Board of Directors

The conditions governing Directors remuneration within the total annual amount of corporate officer remuneration authorized by the Shareholders’ Meeting are determined by the Board of Directors on the basis of a recommendation from the Remuneration Committee. As the Company enters into a second mandate for the Chair of the Board, and prepares for the nomination of the new CEO, the Remuneration Committee undertook, with the assistance of an external consulting firm, a comprehensive review of the remuneration policy for members of the Board of Directors. The Company benchmarked the remuneration policy with other SBF 120 companies, and took into account the international profile of the board members. The review covered both the level of remuneration and the structure of the remuneration policy and results in some changes to the remuneration policy that are outlined below. This new policy and the associated envelope will be submitted for vote at the Shareholders’ Meeting of May 20, 2025.

Chair of the Board

The Chair of the Board is the only Non-Executive Corporate Officer.

The remuneration policy for the Chair of the Board has a single fixed component and the Chair is not eligible to any variable or equity based compensation. The fixed compensation of the Chair of the Board was fixed at 300,000 Euros in May 2018 and has not been changed since that date. Benchmark information provided by Mercer, who work with the Board on all executive compensation topics, underlines that it is common market practice for listed companies to increase the fixed remuneration of the Chair of the Board on each renewal of the mandate, and accounting for increase in the market over this period. Current benchmark data for SBF 120 companies, prior to any increases that will arise in 2025, would indicate a market median of 360,000 Euros per annum. As Société BIC transitions to a new governace structure with both the non-executive Chair and the CEO being external to the family, it is expected that the role of the Chair will evolve.  The Board of Directors, on recommendation of the Remuneration Committee, and with the Chair abstaining, have decided to propose a fixed remuneration of 400,000 Euros per annum for the three-year period covering 2025, 2026 and 2027.

The Chair of the Board is not eligible to any supplementary pension plan or other fringe benefits.

Directors

In an regulatory environment that is increasingly complex, the involvement of the Board of Directors on topics including CSRD has significantly increased since the last revision of the Remuneration Policy.  The benchmark information reviewed by the Remuneration Committee has led the Board of Directors to propose an increase in the fixed element of remuneration of all Directors, and in particular to the Chairs of the different Committees. The fixed element paid to Committee members remains unchanged in the revised policy however the Board proposes to implement a variable element to recognize participation in the Committee meetings.

 

For the FY 2025, as a result of these proposed changes, the envelope for Directors Fees will be increased to 650,000 Euros.

 

Board of Directors

 

Fixed remuneration

17,000 euros per annum – prorated for duration of membership during the year

 

Variable remuneration

3.500 euros per meeting attended, with a cap at 8 meetings per annum

Intercontinental meeting allowance

 

Variable remuneration

3,000 euros additional per meeting on continent other than that of residence*

Audit Committee

Chair

Fixed remuneration

25,000 euros per annum – prorated upon duration of time in role during the year

Committee member

Fixed remuneration

14,000 euros per annum – prorated upon duration of membership during the year

Nominations Committee

Chair

Fixed remuneration

20,000 euros per annum – prorated upon duration of time in role during the year

Committee member

Fixed remuneration

11,000 euros per annum – prorated upon duration of membership during the year

Remuneration Committee

Chair

Fixed remuneration

20,000 euros per annum – prorated upon duration of time in role during the year

Committee member

Fixed remuneration

11,000 euros per annum – prorated upon duration of membership during the year

All Committees

Chair and members

Variable remuneration

1,000 euros per meeting, with a cap at 5 meetings per annum

  • Candace Matthews benefits from a specific arrangement for a fixed amount of 30,000 euros instead of the travel allowance, as per prior agreement.

 

The Chief Executive Officer does not receive any remuneration for his role as a Director.

Directors representing the Employees receive the Fixed component of Directors’ remuneration in recognition of their duties as Directors. Their work on Committees is considered as remunerated through their employment compensation.

No member of the Executive Committee receives Directors’ remuneration for serving as Corporate Officers or Directors of any Company subsidiary.

4.2.5Additional information related to the Remuneration Policy

4.2.5.1Internal Consistency and Proportionality

To ensure the alignment of the organization in driving the transformation strategy outlined by the Company, the Executive Committee ensure that the remuneration principles that are applied to the Executive Corporate Officers are also shared across the whole organization. Remuneration of team members is differentiated to reflect:

At the most senior levels, the proportion of remuneration at risk under the variable remuneration and long-term incentive plans represent significant components of the executive’s overall package. The indicators used to measure payout of the short-term and long-term incentives are the same as those applied to the Chief Executive Officer. The interest of the executive is thereby aligned to the interests of the Shareholders.

To reinforce the importance of our Sustainability objectives, underlined in the 4R philosophy and the Writing the Future, Together commitment, all Executive Committee members have an element of their annual variable compensation calculated on CSR criteria. These CSR criteria are included in their individual objectives.

Remuneration policies are clearly communicated to management and executives, both in terms of their structure and the alignment with BIC’s strategy and business objectives. Each executive receives a detailed statement on a yearly basis confirming the performance levels taken into account in their variable remuneration calculation, and individual grant letters outline the performance criteria for the long-term incentive plans.

4.2.5.2Pay equity ratio

In accordance with the requirements of the French PACTE law, the following table presents the pay equity ratio and the annual evolution of compensation, pay equity ratio and company performance over a five-year period.

The scope for calculating the ratio includes all legal entities in France, constituting a scope covering the different activities of the Group. The ratio covers 100% of team members present in France.

The following elements of compensation were taken into account:

(all figures are in euros)

2020

2021

2022

2023

2024

FX rate EUR/USD

1.1405

1.1832

1.0535

1.0816

1.0819

Net sales (in million euros)

1,627.9

1,813.9

2,233.9

2,263.3

2,196.6

Evolution N-1

-17%

+11%

+23%

+1%

-3%

Total compensation

 

 

Chair of the Board

300,000

300,000

300,000

300,000

300,000

Chief Executive Officer

2,846,374

2,943,533

3,185,408

3,496,612

3,249,904

Executive Vice-President

789,665

-

-

-

 

Executive Vice-President

-

-

-

-

 

Average compensation BIC employees

49,682

48,931

49,559

53,928

54,267

Median compensation BIC employees

35,169

33,983

34,346

37,533

39,338

Ratio on average salary

 

 

Chair of the Board

6

6

6

6

6

Evolution N-1

+1 point

=

=

=

=

Chief Executive Officer

57

60

64

65

60

Evolution N-1

+8 points

+3 points

+4 points

+1 point

- 5 points

Executive Vice-President

32

-

-

-

-

Executive Vice-President

-

-

-

-

-

Ratio on median salary

 

 

Chair of the Board

9

9

9

8

8

Evolution N-1

+1 point

=

=

-1 point

=

Chief Executive Officer

81

84

91

93

83

Evolution N-1

+10 points

+3 points

+7 points

+2 points

-10 points

Executive Vice-President

45

-

-

-

-

Executive Vice-President

12

-

-

-

 

 

 

4.2.5.3Global Long Term Incentive plans (performance-based shares)

The Board of Directors, in line with the power granted by the Shareholders’ Meeting, and on the recommendation of the Remuneration Committee, grants eligible executives three-year performance-based share grants. The vesting period and performance conditions linked to these grants are the same as those approved for the Chief Executive Officer, ensuring alignment with the strategic ambitions and the interest of the Shareholder throughout the management levels of the Company.

On the recommendation of the Remuneration Committee, and with the aim of rewarding team members selected by Management and key contributors during the year, the Board of Directors has also implemented a policy of free share grants, linked to the continued presence of the team member over the three-year and one month vesting period but with no performance conditions.

 

For performance share plans granted from 2021 onwards, performance is assessed according to the achievement of three objectives:

 

Performance Condition

Weight

Detail

Free Cashflow

50%

Cash from Operating Activities less Capital Expenditure, consistent with Group’s focus on Net Cash Generation

Innovation Vitality Rate

40%

Net Sales from innovations launched over the past three years divided by total Net Sales, consistent with the Horizon strategy

Rate of Reusable, Recyclable or Compostable Packaging

10%

Contributing to our ESG commitments by increasing the rate of reusable, recyclable or compostable packaging across our product lines

The payout of each performance criteria is assessed independently and subject to the following payout calculation:

Results of the plans vested through to 2024: index of achievement of performance conditions, per criteria and per plan

 

Plan 11 (2015-2017)

Plan 12 (2016-2018)

Plan 13 (2017-2019)

Plan 14 (2018-2020)

Plan 15 (2019-2021)

Plan 16 (2020–2022)

Plan 17 (2021-2024)

Plan P2022 (2022-2025)

Average of plans

Net sales growth

71.9

48.6

23.6

47.8

67.6

102.8

-

 

 

Cash Flow

100.6

102.2

100.2

99.2

99

101.4

108.9

116.1

 

Innovation Vitality Rate

 

 

 

 

 

 

92.2

89.4

 

Rate of Reusable, Recyclable or Compostable Packaging

 

 

 

 

 

 

195

101.43

 

Vesting as% of the initial grant

72%

50%

-

49%

49%

100%

93.6%

92%

63%

 

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

The total number of shares granted under these plans is reported in Note 23 to the consolidated financial statements.

Free shares granted and transferred in 2024 to the top ten members of the Group who are not corporate officers

(Table 9 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

 

Number of shares

Valuation of the shares according to the method used for the consolidated financial statements (in euros)

Vesting date

Availability date

Plan No

  • Shares granted during the fiscal year by the issuer or by any company included in the perimeter of allocation of shares to the 10 employees of the issuer and of any such company allocated the highest number of shares(a)

60,754

3,357,874

31 mars 2027

31 mars 2027

P2024

  • Shares transferred during the fiscal year by the issuer or by any company included in the perimeter of allocation of shares to the 10 employees of the issuer and of any such company who are transferred the highest number of shares(a)

70,752

3,037,383

1er avril 2024

1er avril 2024

Plan 17

  • The majority of these shares are granted subject to performance conditions.
History of performance share plan allocations

(Table 10 following the format in French Financial Markets Authority Position-Recommendation No. 2009-16)

 

 

Plan No. 11

Plan No. 12

Plan No. 13

Plan No. 14

Plan No. 15

Plan No. 16

Plan No. 17

Plan P2022

Plan P2023

Plan P2024

Shareholders’ Meeting

May 15, 2013

May 18, 2016

May 18, 2016

May 16, 2018

May 16, 2018

May 16, 2018

May 16, 2018

May 19, 2021

May 19, 2021

May 19, 2021

Board Meeting

Feb. 10, 2015

May 18, 2016

Feb.10, 2017

May 16, 2018

Feb. 12, 2019

Feb. 11, 2020

Feb. 16, 2021

Feb. 15, 2022

Feb. 14, 2023

Feb. 19, 2024

Number of free shares granted

176,740

159,680

155,790

170,720

162,025

234,118

244,181

240,156

194,037

205,968

Of which shares granted to Corporate Officers (% of BIC shares as of Dec. 31, 2024)

 

 

 

 

 

 

 

 

 

 

  • Gonzalve Bich

4,500

(0.01%)

5,000

(0.01%)

8,000

(0.02%)

15,000

(0.03%)

17,000

(0.04%)

24,781

(0.05%)

30,298

(0.07%)

30,886

(0.07%)

23,681

(0,06%)

24,963

(0,06%)

End of Vesting Period

Mar. 10, 2018

May 18, 2019

Mar. 31, 2020

May 16, 2021

Mar. 31, 2022

Mar. 31, 2024

Mar. 31, 2024

Mar. 31, 2025

Mar. 31, 2026

Mar. 31, 2027

End of Holding Period

Mar. 10, 2021

Mar. 31, 2024

Mar. 31, 2020

May 16, 2021

Mar. 31, 2022

Mar. 31, 2024

Mar. 31, 2024

Mar. 31, 2025

Mar. 31, 2026

Mar. 31, 2027

Performance conditions

1) Net sales growth on a comparative basis

2) Net cash flow from operations and change in inventory,
as a percentage of net sales

1) Free Cash Flow

2) Innovation Vitality Rate

3) Rate of reusable, recyclable or compostable packaging

Total number of shares vested as of December 31, 2024

105,096

64,365

-

58,434

52,573

170,160

168,002

 

 

 

Total number of void or lapsed shares as of December 31, 2024(a)

71,884

94,025

155,790

112,286

109,452

63,958

76,179

56,713

39,134

19,125

Total number of performance shares outstanding as of December 31, 2024

-

-

-

-

-

-

-

183,443

154,903

186,843

  • Performance shares lapsed following the departure of the beneficiaries from the Company or the non-realisation of the performance conditions.

 

 

Shares allocated with or without performance conditions

The Board of Directors, in line with the power granted by the Shareholders’ Meeting, and on the recommendation of the Remuneration Committee, grants eligible executives three-year performance-based share grants. The vesting period and performance conditions linked to these grants are the same as those for the Chief Executive Officer.

On the recommendation of the Remuneration Committee, and with the aim of rewarding team members selected by Management and key contributors during the year, the Board of Directors implemented a policy of free share grants, linked to the continued presence of the team member over the three-year and one month vesting period but with no performance conditions.

In 2021, the Board of Directors approved the grant of free standard shares to all employees of the Company, with the exception of the Chief Executive Officer, under the Sharing Horizon Employee Share Plan. These standard shares had no performance conditions attached and were delivered in 2024 to all employees still present with the Company at the end of the two-year vesting period.

 

The summary of the grants under these plans is provided below:

 

 

Performance Shares

Standard Shares

Sharing Horizon

2024 Grants

205,968 shares

96,794 shares

 

197 beneficiaries

806 beneficiaries

 

2023 Grants

194,037 shares

102,959 shares

-

184 beneficiaries

742 beneficiaries

 

2022 Grants

240,156 shares

118,750 shares

-

173 beneficiaries

743 beneficiaries

-

2021 Grants

244,181 shares

137,322 shares

59,720 shares

158 beneficiaries

660 beneficiaries

11,944 beneficiaries

2020 Grants

234,118 shares

30,613 shares

-

501 beneficiaries

242 beneficiaries

-

2019 Grants

162,025 shares

17,550 shares

-

496 beneficiaries

239 beneficiaries

-

 

The total number of shares is reported in Note 23 to the consolidated financial statements.

 

4.2.5.4Total remuneration

All amounts mentioned in this section take into consideration the length of service of the Board member or Executive Corporate Officer, or of membership of the Executive Committee during the fiscal year in question.

The total amount of fixed and variable remuneration awarded to the Chair of the Board and the Executive Corporate Officers for FY 2024 is equal to 1,166,531 euros in fixed remuneration (base) and 763,613 euros in variable remuneration. For FY 2023, the Corporate Officers received 1,120,544 euros in fixed remuneration (base) and 923,798 euros in variable remuneration.

 

The team members on the Executive Committee (11 team members including the Chief Executive Officer) received for FY 2024 4,927,111 euros in fixed remuneration (base) and 2,921,234 euros in variable remuneration. For FY 2023, the Executive Committee had 11 team members and the amounts were 4,787,628 euros in fixed remuneration (base) and 5,356,912 euros in variable remuneration.

 

 

(1)
This Code in its updated version is available on the website: 
chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://afep.com/wp-content/uploads/2017/05/Afep_Medef-Code-revision-2022-version-EN_-mark-up.pdf
(2)
In accordance with Title 1, Article 1.1. Composition of the Board of Directors of the Company’s Internal Regulations.
(3)
It should be noted that, exceptionally, the Company will not comply with recommendation 15.2 concerning the staggering of terms of office in respect of the 2025 fiscal year. The Nominations, Governance and CSR Committee has issued its recommendations with a view to improving the staggering of terms of office in future years.
(4)
It should be noted that, exceptionally, the Company will not comply with recommendation 15.2 of the AFEP-MEDEF Governance Code concerning the staggering of terms of office in respect of the 2025 fiscal year. The Nominations, Governance and CSR Committee has issued its recommendations with a view to improving the staggering of terms of office in future years.
(5)
The Directors representing the employees are not considered in this calculation.
(6)
Société M.B.D, represented by Édouard BICH, is the holding company for the BICH family, holding 30.96% of the Company’s share capital and 39,22% of its theoretical voting rights.
(7)
Details available at www.amf-france.org.
(8)
Institut Français des Administrateurs (IFA), National Association of Corporate Directors (NACD), European Corporate Governance Institute (ECGI).
(9)
The Board’s Internal Regulations are included on the Company’s website (https://investors.bic.com/fr-fr/reginfo).
(10)
Inside Information is precise, non-public information which, if made public, could have a significant impact on the share price. Under the terms of Article 621-1, paragraph 3, of the AMF’s General Regulations, such information is that which “a reasonable investor would be likely to use as a basis for his investment decisions”.
(11)
See section 4.1.2.8 – Directors’ declarations referred to in Annex 1 of European Delegated Regulation n°2019/980.
(12)
Articles L. 22-10-28, L. 22-10-9, L. 22-10-34 and R. 22-10-14 in particular.
(13)
Article L. 22-10-34 I.
(14)
The reference for base salary is the annual gross base salary at December 31 in the previous year (Year Y-1). The number of shares that must be held is calculated using the average share price at close of market for the final 30 trading days in the previous year (Year Y-1), multiplied by the average closing exchange rate in the previous year (Year Y-1) as published by BIC Group Treasury. On December 31, 2024, the CEO had already fulfilled this minimum requirement with the equivalent of over five years of base salary in BIC shares.
(15)
The variable compensation paid in 2024 for FY 2023 is included in the 2024 data.

Comments on the year

5.1.Operations and consolidated results

 

The Group in 2024

2024 Key Events

 

October

Sébastien Drecq was appointed as Director representing the employees to the Board of Directors of Société BIC, replacing Pascal Chevallier who resigned on August 31st, 2024.

December

BIC announced preparations for CEO Gonzalve Bich succession by September 30th, 2025. 

December

BIC announced the acquisition of Tangle Teezer, a premium detangling haircare company.

 

Full Year 2024 net sales were up 0.8% at constant currency excl. Argentina with solid performance across Europe, Latin America and Middle East and Africa, partially offset by challenging market trends and lower consumption in North America, notably during the first half.

Condensed profit and loss account

(in million euros)

FY 2023

FY 2024

Net Sales

2,263.3

2,196.6

Cost of goods

1,115.2

1,093.9

Gross profit

1,148.1

1,102.7

Administrative & net other operating expenses/ (gain)

827.6

813.0

EBIT

320.5

289.7

Finance revenue/costs

(7.5)

7.9

Income before tax

313.0

297.6

Income tax expense

(86.5)

(85.6)

Net Income Group Share 

226.5

212.0

Group Earnings per Share (in euros)

5.30

5.10

Average number of shares outstanding (net of treasury shares)

42,740,269

41,561,522

 

Full Year 2024 gross profit margin decreased by 50 basis points at 50.2%. Excluding the special bonus(1) and the fair value adjustment on the Power Purchase Agreement in France and on the Virtual Power Purchase Agreement in Greece(2), FY 2024 gross profit margin increased 40 basis points to 51.1%, driven by favorable price and mix, manufacturing efficiencies and positive currency fluctuations. This was partially offset by unfavorable fixed cost absorption and higher raw material costs.

FY 2024 adjusted EBIT margin was up 90 basis points, at 15.6%, driven by favorable price; and mix, manufacturing efficiencies, positive currency fluctuations, as well as lower brand support investments versus last year.

Key components of the change in adjusted EBIT margin

(in % points)

2024 vs. 2023

  • Change in Gross Profit(a)(b)

+0.4

  • Brand Support

+0.5

  • OPEX and other expenses 

-

Total change in Adjusted EBIT margin

+0.9

  • BIC signed a Virtual Power Purchase Agreement in November 2022 in Greece and a Physical Power Purchase Agreement in November 2023, as part of its Sustainability strategy.
  • Special bonus that was paid in Q4 to team members who have not been granted shares under our regular long term incentive plans.

 

Non-recurring items

(in million euros)

2023

2024

EBIT

320.5

289.7

As % of Net Sales

14.2%

13.2%

Lucky Stationary and Rocketbook earnout (2023)

(0.5)

 -

Special team member bonus(a)

+7.8

Acquisition costs

+1.9

+4.3

US supply chain relocation plan

 +3.5

Restructuring expenses

+3.3

+5.8

Virtual Power Purchase Agreement in Greece and Power Purchase Agreement in France(b)

 -

+15.6

Unfavorable French pensions

+4.4

Inkbox® impairment(c)

 -

+19.9

Adjusted EBIT

333.1

343.1

As % of Net Sales

14.7%

15.6%

  • Special bonus that was paid in Q4 to team members who have not been granted shares under our regular long term incentive plans.
  • BIC signed a Virtual Power Purchase Agreement in November 2022 in Greece and a Physical Power Purchase Agreement in November 2023, as part of its Sustainability strategy.
  • Non-cash item related to an impairment test made in December, due to lower-than-expected performance in 2024 following challenging market conditions.

 

Net income and EPS

(in million euros)

FY 2023

FY 2024

EBIT

320.5

289.7

Finance revenue/costs

(7.5)

7.9

Income before Tax

313.0

297.6

Net Income Group share

226.5

212.0

Adjusted Net Income Group Share

243.4

255.6

Adjusted Group EPS (in euros)

5.70

6.15

Group EPS (in euros)

5.30

5.10

 

Full Year 2024 finance revenue was 7.9 million euros compared to a cost of 7.5 million euros last year, mainly due to favorable impact of the fair value adjustments to financial assets denominated in US Dollar against the Brazilian Real. Full Year 2024 effective tax rate was 28.8% vs. 27.6% in FY 2023.

2024 Group non-financial performance

Water withdrawals: There was a 9% decrease in water withdrawals per ton of production between 2023 and 2024. BIC production is not water intensive and most of the consumption is due to domestic use. In 2024, water management, improvement in cooling process and overall maintenance, contributed to the decrease in water withdrawals.

Energy consumption: The Group has improved its energy efficiency by 7% in 10 years. BIC launched a number of energy efficiency projects in 2024 in accordance with the GHG emissions reduction plan started in 2022, which focuses on cutting fossil-fueled energy consumption. The projects included setting up heat recovery systems at plants, installing heat networks, replacing standard light bulbs with LED bulbs, optimizing processes, conducting energy consumption studies, and introducing more energy-efficient equipment. 

Renewable electricity: In 2024, 92% of the Group’s electricity was renewable. 

Greenhouse gas emissions: Total GHG emissions (Scope 1, Scope 2 market based, Scope 3 market based) were estimated at 642,114 teqCO2 in 2024. This represents a 3% decrease in emissions versus 2023. 

Waste: In 2024, BIC has reduced by 8% its quantity of non-hazardous waste generated per ton of production, in comparison to 2023. BIC’s production of hazardous waste has decreased by 5% per ton of production in comparison to 2023.

Headcount: In 2024, employees received an average training of 11.4 hours per employee.

Diversity: In 2024, women accounted for 44% of BIC's overall headcount (salaried team members):

Health and Safety:  In 2024, 81% of BIC sites recorded zero lost time incidents.

Human Rights: Over 90% of the Group’s Net Sales come from products manufactured in BIC factories. 61% of these factories are located in free countries according to Freedom House.

Education: At end of 2024, BIC estimated that 210 million children had their learning conditions improved since 2018, through direct actions with children, or through activities with teachers and parents.

2024 Group performance by category

Net sales and income from operations (EBIT) by product category

(in million euros)

Net Sales

EBIT

2023

2024

2023

2024

Human Expression - Stationery

845.9

813.9

51.1

33.6

Flame for Life - Lighters

851.5

809.8

288.6

262.5

Blade Excellence - Shavers

536.8

543.3

67.3

82.5

Other Products

29.1

29.7

(1.0)

(3.8)

Adjusted EBIT and EBIT by product category 

(in million euros)

aEBIT

EBIT

2023

2024

2023

2024

Human Expression - Stationery

60.5

61.5

51.1

33.6

Flame for Life - Lighters

290.4

269.3

288.6

262.5

Blade Excellence - Shavers

68.4

100.6

67.3

82.5

Other Products

(0.8)

(3.8)

(1.0)

(3.8)

 

Adjusted EBIT margin and EBIT margins by product category

(in %)

aEBIT Margin

EBIT Margin

 

 

2023

2024

2023

2024

 

 

Human Expression - Stationery

7.2%

7.6%

6.0%

4.1%

 

 

Flame for Life - Lighters

34.1%

33.3%

33.9%

32.4%

 

 

Blade Excellence - Shavers

12.7%

18.5%

12.5%

15.2%

 

 

 

Human Expression – Stationery

Full Year 2024 Human Expression net sales were up 0.7% at constant currency excl. Argentina. 

In 2024, the adjusted EBIT margin increased 40 basis points to 7.6%, driven by positive currency fluctuations, favorable price and mix, as well as lower operating and other expenses and brand support. This was partially offset by unfavorable fixed cost absorption and higher raw material and electricity costs.

Flame for Life – Lighters

Full Year 2024 Flame for Life net sales were down 1.8% at constant currency excl. Argentina.

In 2024, the adjusted EBIT margin was 33.3%, compared to 34.1% last year, mainly due to higher raw material costs, unfavorable fixed cost absorption and negative net sales operating leverage.

Blade Excellence – Shavers

Full Year 2024 Blade Excellence net sales were up 5.0% at constant currency excl. Argentina. 

In 2024, adjusted EBIT margin reached 18.5%, improving by 5.8 points compared to 12.7% in FY 2023, with a strong gross profit margin improvement driven by favorable price and mix, fixed cost absorption as well as manufacturing efficiencies. This significant improvement was also driven by lower operating and other expenses as well as lower brand support.

Other Products

Full Year 2024 net sales for Other Products totaled 29.7 million euros, up 2.2% as reported and up 2.2% on a comparative basis.

Full Year 2024 adjusted EBIT for Other Products was a negative 3.8 million euros, compared to a negative 0.8 million euros in 2023.

Unallocated costs

Adjusted EBIT for FY 2024 unallocated costs were negative 84.6 million euros, compared to negative 85.5 million euros in 2023.

2024 Group performance by region

Net sales breakdown by region

(in million euros)

2023

2024

Change
 as reported

Change on a comparative basis

Group

 

 

 

 

Net Sales

2,263.3

2,196.6

(2.9) %

+0.8%

Europe

 

 

 

 

Net Sales

665.9

697.8

+4.8%

+6.8%

North America

 

 

 

 

Net Sales

882.9

818.6

(7.3) %

(7.2) %

Latin America

 

 

 

 

Net Sales

461.7

424.9

(8.0) %

+4.1%

Middle East & Africa

 

 

 

 

Net Sales

154.2

162.5

+5.4%

+15.8%

Asia & Oceania (Including India)

 

 

 

 

Net Sales

98.6

92.8

(5.9) %

(4.7) %

 

Impact of change in perimeter and currency fluctuations on net sales

(in %)

2023

2024

Perimeter

+0.2

(0.0)

Currencies

(3.1)

(2.2)

  • Of which USD

(1.1)

+0.0

  • Of which BRL

+0.1

(0.7)

  • Of which MXN

+0.5

(0.2)

  • Of which NGN

(0.4)

(0.8)

  • Of which TRY

(0.4)

(0.5)

  • Of which RUB and UAH

(0.8)

(0.2)

 

5.2.Financial and cash positions

 

 

At the end of December 2024, the Group’s Net Cash position stood at 189.3 million euros. 

Full year 2024 Operating Cash flow was 471 million euros. 

Free Cash Flow (before acquisitions and disposals) was 271 million euros.

 

Main balance sheet items

(in million euros)

December 31, 2023

December 31, 2024

Shareholders’ equity

1,846.6

1,793.3

Current borrowings 

109.4

167.4

Non-current borrowings

46.8

167.5

Cash and cash equivalents – Assets

467.7

456.0

Other current financial assets and derivative instruments

19.8

6.3

Net cash position

385.4

189.3

Goodwill and intangible assets

382.3

557.1

Total balance sheet

2,647.3

2,834.5

 

Condensed cash flow statement

(in million euros)

December 31, 2023

December 31, 2024

Cash flow from operations

469.2

471.0

(Increase)/Decrease in net working capital

(27.4)

17.7

Other operating cash flow

(88.5)

(131.1)

Net cash from operating activities

353.3

357.7

Net cash from investing activities

(114.1)

(283.7)

Net cash from financing activities

(192.1)

(73.3)

Net increase/(decrease) in cash and cash equivalents net of bank overdrafts

47.2

0.7

Closing cash and cash equivalents net of bank overdrafts

467.7

456.0

 

5.3.Dividends

 

 

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

 

BIC does not foresee a material change in this dividend distribution policy.

At the Annual Shareholders’ Meeting on May 20, 2025, the Board of Directors will propose €3.08 of ordinary dividend per share for fiscal year 2024. The Dividend pay-out ratio (calculated with the ordinary dividend) was 50% for 2023 and will be 50% for 2024.

 

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

 

Net ordinary dividend (in euros)

Pay-out ratio*

2024

3.08

50%

2023

2.85

50%

2022

2.56

50%

* Net ordinary dividend divided by adjusted earnings per share.

5.4.Investments

 

Key investments in recent years

Regarding industrial investments, BIC has split its manufacturing activities into two areas for several years:

In 2006, it opened a distribution subsidiary in Turkey, and acquired PIMACO, Brazil’s leading manufacturer and distributor of adhesive labels.

In December 2008, BIC announced its intent to acquire Antalis Promotional Products entities (Sequana group). After the purchase of Antalis Promotional Products, in June 2009, the Group announced the acquisition of Norwood Promotional Products. The acquisition was completed on July 6, 2009.

On January 21, 2009, BIC and Cello announced they had signed a definitive agreement whereby the Group acquired 40% of the Cello Writing Instrument business.

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 is around 14 million euros.

In October 2015, BIC presented an investment proposal intended to modernize its industrial facilities in the North of France (Pas-de-Calais). Planned for a five-year period, the project includes a 12 million euros investment to extend the production facility at Samer.

In December 2015, BIC increased its stake in Cello Pens to 100%.

In October 2017, the Indian subsidiary BIC Cello acquired land and buildings for a new writing instrument facility in Vapi (Gujarat state). The total investment was around 28 million euros.

On December 31, 2018, BIC announced the transfer of the manufacturing facilities of HACO Industries Kenya Ltd. in Kenya and the distribution of Stationery, Lighters and Shavers in East Africa to BIC. This acquisition is in line with BIC’s continued growth strategy in Africa, one of the most promising markets for BIC® products worldwide.

On January 16, 2019, the Indian subsidiary BIC Cello inaugurated the new writing instrument facility in Vapi (Gujarat state).

On October 23, 2019, BIC completed the acquisition of Lucky Stationary in Nigeria (LSNL), Nigeria #1 Writing Instrument manufacturer. This acquisition is consistent with BIC’s continued growth strategy in Africa.

On July 1, 2020, BIC acquired Djeep. This acquisition aims to strengthen BIC’s position in the pocket lighters market and offers substantial growth opportunities in Europe and North America.

On December 15, 2020, BIC acquired Rocketbook, the leading smart and reusable notebook brand in the United States, entering the Digital Writing segment, a fast-growing market. 

On February 1, 2022, BIC completed the acquisition of Inkbox®, the leading brand of high quality semi-permanent tattoos.

On August 2, 2022, BIC announced having completed the acquisition of Tattly® a leading decal brand, diversifying BIC’s offering in the rapidly growing Skin Creative market.

On September 6, 2022, BIC completed the acquisition in France of AMI (Advanced Magnetic Interaction), strengthening BIC’s R&D capabilities in Digital Expression.

On December 11, 2024, BIC announced the acquisition of 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.

Key investments in 2024

2024 Capital expenditures totaled 86.9 million euros:

Key ongoing investments: geographic distribution and financing methods

Not applicable.

Key future investments

Not applicable.

 

(1)
Excluding the special bonus that was paid in Q4 to team members who have not been granted shares under our regular long term incentive plans.
(2)
Excluding the fair value adjustment on the VPPA in Greece and PPA in France. BIC signed a Virtual Power Purchase Agreement in November 2022 in Greece and a Physical Power Purchase Agreement in November 2023, as part of its Sustainability strategy 
(3)
IRI Year to date as of December, 2024.
(4)
IRI Year to date as of December, 2024: estimated total lighter measured market (c.70% total market coverage).
(5)
NielsenIQ (France, Spain, Italy, Poland, Romania, Greece, Portugal, Sweden, Norway, Denmark), Circana (UK); Value sales Year to Date as of November 2024.
(6)
IRI Year to Date as of December, 2024.

Financial Statement

6.1.Consolidated financial statements

 

 

1.Consolidated income statement

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Net sales

2-2

2,263,342

2,196,635

Cost of goods

4

(1,115,269)

(1,093,919)

Gross profit (a)

 

1,148,073

1,102,716

Distribution costs

4

(311,481)

(302,725)

Administrative expenses

4

(285,065)

(289,299)

Other operating expenses

4

(223,661)

(193,904)

Other income

5

12,151

11,709

Other expenses

5

(19,539)

(38,772)

Earnings before interest and taxes (EBIT)

 

320,477

289,725

Income from cash and cash equivalents

6

26,669

15,839

Net finance income/(net finance costs)

6

(34,172)

(7,976)

Income before tax

 

312,973

297,588

Income tax expense

7

(86,459)

(85,576)

Net income from consolidated entities

 

226,515

212,012

Net income from continuing operations

8

226,515

212,012

Consolidated income

 

226,515

212,012

Of which non-controlling interests

 

-

-

Net income Group share

8

226,515

212,012

Earnings per share Group share (in euros)

 

5.30

5.10

Diluted earnings per share Group share (in euros) (b)

 

5.24

5.04

(a)   Gross profit is the margin that the Group realizes after deducting its manufacturing costs.

(b)   The dilutive elements taken into account are stock options and free shares.

 

2.Consolidated statement of comprehensive income

(in thousand euros)

 

Notes

December 31, 2023

December 31, 2024

GROUP NET INCOME

A

 

226,515

212,012

OTHER COMPREHENSIVE INCOME

 

 

 

 

Actuarial differences on post-employment benefits not recyclable to the income statement 

 

18-2

(1,780)

9,574

Deferred tax on actuarial differences on post-employment benefits

 

13-2

1,885

(1,788)

Other comprehensive income not recyclable to the income statement – net of tax

B

 

105

7,786

Gain/(Loss) on hedge derivates

 

24

(13,039)

(16,710)

Exchange differences arising on translation of overseas operations (a)

 

 

(33,443)

(36,906)

Hyperinflation in Argentina

 

 

8,599

(715)

Deferred tax and current tax recognized on other comprehensive income

 

13-2

3,560

4,300

Other comprehensive income recyclable to the income statement – net of tax

C

 

(34,323)

(50,031)

Consolidated COMPREHENSIVE INCOME

D = A + B + C

 

192,297

169,767

Attributable to:

 

 

 

 

  • BIC Group

 

 

192,297

169,767

  • Non-controlling interests

 

 

-

-

  • The items impacting the net negative translation reserve variance for the year 2024, by currencies, are as follow: Bresilian real (-37.2 milion euros), Mexican peso (-24.1  million euros), Nigerian naira (-2.8 million euros), U.S. dollar (38 million euros) and other currencies (-10.8 million euros).

 

3.Consolidated statement of financial position

Assets

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Goodwill

10

283,279

399,082

Other intangible assets

11

99,058

157,982

Property, plant and equipment

9

623,426

609,985

Investment properties

 

987

689

Other non-current assets

12

33,510

30,392

Deferred tax assets

13-1

116,704

126,659

Derivative instruments

24-4, 24-5

790

39

Non-current assets

 

1,157,754

1,324,828

Inventories

2-2, 14

557,981

538,557

Income tax advance payments

 

20,296

27,292

Trade and other receivables

14, 22-5

403,505

456,372

Other current assets

 

20,330

25,170

Derivative instruments

24-4, 24-5

10,207

3,170

Other current financial assets

20, 22-6

9,548

3,132

Cash and cash equivalents

20, 22-4

467,716

456,035

Current assets

 

1,489,583

1,509,728

TOTAL ASSETS

 

2,647,337

2,834,556

 

Equity and liabilities

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Share capital

15-1

161,474

158,993

Reserves and retained earnings

 

1,685,122

1,634,284

Shareholders’ equity Group share

 

1,846,596

1,793,277

Non-controlling interests

 

-

-

Shareholders’ equity

 

1,846,596

1,793,277

Non-current borrowings

16, 22-6

46,804

167,505

Other non-current liabilities

 

5,009

7,481

Employee benefits obligation

18-3

63,856

57,387

Provisions

17

19,695

20,446

Deferred tax liabilities

13-1

48,827

56,033

Derivative instruments

24-4, 24-5

30,250

47,783

Non-current liabilities

 

214,441

356,635

Trade and other payables

14

144,703

172,917

Current borrowings

16

109,384

167,392

Current tax due

 

39,499

26,237

Other current liabilities

19

288,919

302,725

Derivative instruments

24-4, 24-5

3,795

15,373

Current liabilities

 

586,300

684,644

TOTAL EQUITY AND LIABILITIES

 

2,647,337

2,834,556

 

 

4.Consolidated statement of changes in equity

(in thousand euros)

Notes

Share capital (a)

Additional Paid-in Capital

Accumulated profits

BIC shares

Actuarial gain and loss

Translation reserve

Hedge derivatives

Share-
holders’
 equity
 Group share

Non-
controlling interests

Share-
holders’ equity

 

At January 1, 2023

 

166,307

144,165

1,741,452

42,895

(63,567)

(167,169)

1,922

1,866,005

-

1,866,005

 

Dividends paid

21

-

-

(110,219)

-

-

-

-

(110,219)

-

(110,219)

 

Decrease in share capital

 

(6,423)

-

(93,577)

100,000

-

-

-

-

-

-

 

Acquisition of BIC shares

 

-

-

-

(115,877)

-

-

-

(115,877)

-

(115,877)

 

Recognition of share-based payments

23

-

-

(3,827)

18,217

-

-

-

14,390

-

14,390

 

Other

 

1,590

-

69,998

(71,578)

-

-

-

-

-

-

 

Total transactions with Shareholders

 

(4,833)

-

(137,635)

(69,238)

-

-

-

(211,706)

-

(211,706)

 

Net income for the period corrected

 

-

-

226,515

-

-

-

-

226,515

-

226,515

 

Other comprehensive income

 

-

-

11,480

-

105

(33,443)

(12,360)

(34,218)

-

(34,218)

 

Total comprehensive income

 

-

-

237,995

-

105

(33,443)

(12,360)

192,297

-

192,297

 

At December 31, 2023

 

161,474

144,165

1,841,812

(26,343)

(63,462)

(200,612)

(10,438)

1,846,596

-

1,846,596

 

Dividends paid

21

-

-

(177,950)

-

-

-

-

(177,950)

-

(177,950)

 

Decrease in share capital (b)

 

(2,481)

-

(37,519)

40,000

-

-

-

-

-

-

 

Acquisition of BIC shares

 

-

-

110

(55,088)

-

-

-

(54,978)

-

(54,978)

 

Recognition of share-based payments

23

-

-

(5,927)

15,769

-

-

-

9,842

-

9,842

 

Total transactions with Shareholders

 

(2,481)

-

(221,286)

681

-

-

-

(223,086)

-

(223,086)

 

Net income for the period

 

-

-

212,012

-

-

-

-

212,012

-

212,012

 

Other comprehensive income

 

-

-

(3,351)

-

7,786

(34,424)

(12,256)

(42,245)

-

(42,245)

 

Consolidated comprehensive income

 

-

-

208,661

-

7,786

(34,424)

(12,256)

169,767

-

169,767

 

At December 31, 2024

 

158,993

144,165

1,829,187

(25,662)

(55,676)

(235,036)

(22,694)

1,793,277

-

1,793,277

 

  • See Note 15-1.

(b)   649,527 shares have been cancelled during the year 2024.

 

 

5.Consolidated cash flow statement

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Operating activities

 

 

 

Net income Group share

IS

226,515

212,012

Elimination of expenses and income with no impact on cash flows or non-business related expenses

 

 

 

Depreciation of intangible and tangible assets and investment properties

2, 4

120,388

115,287

Impairment loss on tangible and non-tangible assets

2, 4, 5

973

25,138

Provision for employee benefits

18

14,482

9,795

Other provisions (excluding provisions on current assets)

17

4,194

1,640

Unrealized foreign currency gain or loss

20 (a)

5,654

(5,651)

Recognition of share-based payments

SE, 23

14,390

9,841

Income taxes

7

86,459

85,576

Other non-cash transactions

 

(3,896)

17,409

Cash flow from operations

 

469,158

471,048

Variation of net working capital

14, 20 (b)

(27,382)

17,718

Payments related to employee benefits

18-2, 20 (c)

(7,699)

(8,291)

Income tax paid

 

(80,772)

(122,762)

NET CASH FROM OPERATING ACTIVITIES

 

353,304

357,712

Investing activities

 

 

 

Disposal of other fixed assets

 

1,500

(212)

Purchases of property, plant and equipment

9-1, 20 (d)

(94,334)

(80,544)

Purchases of intangible assets

11, 20 (d)

(10,268)

(6,367)

Other investments

 

(2,853)

(195)

Purchase of other current financial assets

20 (e)

(8,103)

4,885

Purchase of Tangle Teezer

1-2, 20 (f)

-

(201,274)

NET CASH FROM INVESTING ACTIVITIES

 

(114,058)

(283,707)

Financing activities

 

 

 

Dividends paid

SE, 20 (g), 21

(110,219)

(177,950)

Net variation of NEU CP

16, 20 (h)

25,000

26,000

Borrowings issuance

16, 20 (i)

7,498

151,855

Interests paid

 

(10,652)

(12,101)

Interests received

 

31,935

15,814

Payments of obligations under leases

16

(18,023)

(20,514)

Purchase of financial instruments

 

(1,719)

(1,382)

Increase in treasury shares

20 (j)

(115,877)

(54,978)

NET CASH FROM FINANCING ACTIVITIES

 

(192,057)

(73,257)

Net cash variation

 

47,189

748

Opening cash and cash equivalents 

BS, 22

415,219

467,716

Exchange difference

 

5,308

(12,430)

CLOSING CASH AND CASH EQUIVALENTS 

BS, 22

467,716

456,035

IS: see consolidated income statement.

SE: see consolidated statement of changes in equity.

BS: see consolidated balance sheet.

References from (a) to (j) explained in Note 20.

 

 

6.Notes to the consolidated financial statements

 

 

Société BIC is a French public limited company (société anonyme), subject to the regulatory corupus governing commercial companies in France, and particularly to the provisions of the French Commercial Code. Its headquarters are located at 12, boulevard Victor Hugo, (92110) Clichy in France and the Company is listed on Euronext. The principal place of business is located at the same address.

The annual consolidated financial statements reflect the accounting position of Société BIC and its subsidiaries (the “Group”). They are presented in euros and rounded to the nearest thousand. The Group’s business is the production and sale of stationery, lighters and shavers.

 

General

Note 1Main rules and accounting policies

Approval of the financial statements

The Group’s consolidated financial statements for fiscal year 2024 were approved by the Board of Directors’ Meeting of February 18, 2025 and are submitted for approval to the Annual Shareholders’ Meeting to be held on May 20, 2025. 

 

1-1Accounting policies

1-1-1General policies

Pursuant to European regulation (EC) n° 1606/2002 of July 19, 2002 on the application of international accounting standards, the consolidated financial statements of the Group have been prepared in accordance with accounting principles as defined by the International Accounting Standards Board (IASB) as adopted by the European Union as of December 31, 2024.

The international standards include the IFRS (International Financial Reporting Standards), the IAS (International Accounting Standards), as well as their SIC (Standing Interpretations Committee) and IFRIC (International Financial Reporting Interpretations Committee) interpretations.

At the end of the year, the reference standards used and the standards adopted by the IASB, for which application is mandatory for the period presented, matched.

The financial statements have been prepared on a historical cost basis, except for the valuation of certain financial instruments measured at the fair value. The main accounting policies remained unchanged compared to the 2023 fiscal year, except for the following policies, effective since January 1, 2024.

 

1-1-2Adoption of new and revised IFRS, interpretations and amendments
Standards, interpretations and amendments effective for periods starting January 1, 2024

The following standards and amendments, effective since January 1, 2024, were applied to the consolidated financial statements for the period ended December 31, 2024:

  • Amendments to IAS 1 :
    • Classification of Liabilities as Current or Non-current,
    • Non-current Liabilities with Covenants;
  • Amendments to IAS 7 and IFRS 7 – Supplier Financement Arrangements;
  • Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback.

The application of these standards and amendments did not have any material impact on the Group’s accounts. Following IFRS-IC decision on IFRS 8 -  as part of disclosures on operating segment income and expense, the Group evaluates the impacts on its consolidated financial statements. 

Standards, interpretations and amendments with mandatory application after 2024

In 2024, the Group did not elect to apply early any standard, interpretation or amendment.

 

1-1-3Consolidation of subsidiaries

The consolidated financial statements include the financial statements of the parent company, Société BIC, and of the entities controlled by Société BIC (“its subsidiaries”). An investor controls an investee if it has the exposure, or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the investor’s returns.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies with those used by other entities of the Group.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

 

1-1-4Estimates and judgments

In preparing the consolidated financial statements, the Group formulates estimates and assumptions that impact the financial statements and information in certain notes to the financial statements. The Group regularly reviews these estimates and assumptions in order to take into account past experience as well as changes in the economic environment, especially in some key countries of the Group. The results of these reviews could lead to the amounts published in future consolidated financial statements differing from those previously disclosed.

The assumptions on which the main estimates are based and assessment made are explained in the following notes:

  • Note 10 - Goodwill;
  • Note 13 - Deferred tax;
  • Note 17 - Provisions;
  • Note 18 - Pensions and other employee benefits;
  • Note 22-6 - Fair value of financial assets and liabilities;
  • Note 24 - Derivative financial instruments and hedge accounting.

 

1-1-5Climate change and sustainable development

Climate change is one of the most important challenge of mankind in the 21st century. The Group has long ommitted to review, disclose and reduce its activities’ impact on the environment. 

When preparing financial statements, the Group uses estimates and judgments for valuation and recognition of assets and liabilities. These estimates are linked to identified risks applicable to the Group’s activities. Among those, climate‑change related risks are being carefully considered.

Those risks are mainly related to:

  • increase in carbon‑intensive raw material costs (plastic, metal, gaz and chemicals) due to energy‑saving programs and other indirect costs to enable an improved access to sustainable raw material, amid global competition;
  • destruction of assets linked to physical climate related event directly impacting BIC’s operations.

As part of its program Writing the Future, Together and according to the Paris Agreement, the Group has committed by 2030 to reduce its GHG compared to 2019:

  • 50% for direct GHG emissions (scope 1), through the use of alternative heat sources and low impact refrigerants;
  • 100% for direct GHG emissions (scope 2), thanks to renewable sourcing for all electricity consumption;
  • 5% for GHG of scope 3, through the selection of suppliers of low carbon impact raw material.

In addition to strategic decision and commitments, BIC has made effective investments to reach these objectives. A Virtual Power Purchase Agreement (VPPA) has been signed in Greece to provide our factory with renewable electricity at a predetermined cost. The renewable energy production facilities underlying the agreements are managed by their respective operators. The benefits deriving from the VPPA agreements are made up of 2 components: a cash flow that depends, among other things, on the evolution of the spot price of electricity, and the certificates that BIC receives as proof of the origin of the electricity produced from renewable energies.

In November 2023, BIC signed in France a physical Power Purchasing Agreement (PPA) as part of our sustainability strategy to meet our climate targets. Under the terms of this contract, BIC is committed to purchasing 35 GWh at a fixed price for a 15‑year period from 2024 to 2039.

The Group has disbursed in 2024 around 4.4 million euros in CAPEX qualified as green, including new equipment with lower energy consumption, having a favorable impact on GHG emissions of scope 1.

The Management includes climate-change related risks in its business plans used in impairment tests. The Group’s commitments have not triggered any impact on impairment tests.

 

1-2Change in Group structure

Accounting policies

In accordance with IFRS 3 – Business Combinations, business combinations are accounted for using the acquisition method. Identifiable assets acquired and liabilities assumed are measured at fair value at the acquisition date and, when appropriate, non-controlling interests in the acquiree are measured at either fair value or at the proportionate part in the fair value of the assets and liabilities of the acquired entity. This option is available on an individual basis for each business combination transaction.

Any share previously held in the acquiree before the takeover, should be reassessed at fair value and the corresponding profit or the loss recorded in the income statement.

Badwill is recorded immediately in the income statement.

When incurred, acquisition costs are recognized immediately as expenses, except those relating to equity instruments (which are recognized as a deduction to the Shareholders’ equity).

Any potential price adjustment is estimated at fair value as of the acquisition date and this initial assessment can only later be adjusted against goodwill in the case of new information related to facts and circumstances existing at the date of acquisition and to the extent that the assessment was still described as provisional (assessment period limited to 12 months); any subsequent adjustments that do not meet these criteria are recorded as a liability or receivable through the Group income statement.

 

 

Change in the consolidation scope

BIC has announced on December 11, 2024 that is has completed the acquisition of Tangle Teezer for 201.3 million euros.

This investment was fully consolidated in the financial statements as of December 11, 2024 and has been treated as a business combination.

The Group contiue to finalize the allocation works and the preliminary goodwill was allocated to the assets as follows:

  • the Tangle Teezer® trademark amounting 53.9 million euros;
  • the patent protecting the exclusive use of technologies, amounting 6.2 million euros;
  • revaluation of inventories at fair value at the acquisition date, amounting 5.9 million euros;
  • an associated deferred tax liability, amounting 16,5 million euros.

The provisional goodwill amounts 126.0 million euros (see note 10).

 

 

1-3Significant event

On December 11th, 2024, the Board of Directors and CEO Gonzalve Bich announced that they will begin a transition process intended to close out Gonzalve Bich’s tenure and appoint a new CEO by September 30th, 2025. 

 

1-4Subsequent events

No significant subsequent event occurred between January 1, 2025 and the date at which consolidated financial statements were approved by the Board of Directors.

  

Note 2Operating segments

Accounting policies

According to IFRS 8, the Group operating segments have been determined based on the reports regularly provided to the management and used to make strategic decisions.

The measurement policies that the Group uses for segmental reporting under IFRS 8 are the same as those used in its financial statements.

The management, composed of operational representatives responsible for the continents, representatives of the categories and cross-functional areas, considers the business from a product category perspective, knowing that each category can be reviewed for a specific geographic area if necessary.

These operating segments receive their revenues from the production and distribution of each product category.

IFRS 15 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The impact on the consolidated financial statements concerns certain contractual clauses in the sales agreements. The main impact is related to business development funds.  When related to a specific product, they are accounted for as a reduction in the transaction price, directly impacting net sales amount. Business development funds are allocated to sold merchandises to which it relates and recognized when the performance obligation is achieved. 

When related to a general brand promotion or advertising services (that BIC might have acquired from a third party advertising supplier), they are accounted for as an advertising expense below gross profit margin. 

2-1General information

The Group identify the following activities:

Unallocated costs include the following:

The unallocated costs have been excluded from categories’ income from operations and adjusted income from operations, and are presented separately.

2-2Information by activity

All indicators are determined according to the IFRS, except for:

  • adjusted income from operations, which is the EBIT restated for non‑recurring items (in particular real estate gains, the gain or loss on the sale of businesses and restructuring costs). It constitutes the key financial metrics used within the Group;
  • capital additions, which are the purchases and internal generation of property, plant and equipment and intangible fixed assets for the period.

 

 

At December 31, 2023

At December 31, 2024

(in million euros)

Human Expression

Flame for Life

Blade Excellence

Other Products

Unallocated costs

Total

Human Expression

Flame for Life

Blade Excellence

Other Products

Unallocated costs

Total

Income statement

 

 

 

 

 

 

 

 

 

 

 

 

  • Net sales

846

852

537

29

-

2,263

814

810

543

30

-

2,197

  • Depreciation and amortization

(36)

(27)

(33)

(25)

-

(120)

(32)

(27)

(29)

(27)

-

(115)

  • Impairment loss

-

-

-

-

-

(1)

(20)

(3)

(1)

(1)

-

(25)

  • EBIT

51

289

67

(1)

(85)

320

34

263

83

(4)

(85)

290

Restatements made to obtain adjusted EBIT

 

 

 

 

 

 

 

 

 

 

 

 

  • Restructuring costs

7

-

-

-

-

7

3

2

1

-

-

6

  • Acquisition costs

1

1

-

-

-

2

-

-

4

-

-

4

  • Rocketbook earn-out/Lucky Stationary price adjustment

(0.5)

-

-

-

-

(0.5)

-

-

-

-

-

-

  • Europe Pensions

2

1

1

-

-

4

-

-

-

-

-

-

  • Special premium

-

-

-

-

-

-

3

2

2

-

1

8

  • Impairement loss Inkbox

-

-

-

-

-

-

20

-

-

-

-

20

  • PPA France

-

-

-

-

-

-

3

2

1

-

-

5

  • VPPA Greece

 

 

 

 

 

 

-

-

10

-

-

10

Adjusted EBIT

61

290

68

(1)

(85)

333

62

269

101

(4)

(85)

343

 

At December 31, 2024, BIC has not identified any customer with which it realized more than 10% of its net sales over the period.

 

(in million euros)

At December 31, 2023

At December 31, 2024

 

 

 

 

 

 

 

 

 

 

Human Expression

Flame for Life

Blade Excellence

Other Products

Total

Human Expression

Flame for Life

Blade Excellence

Other Products

Total

 

 

 

 

 

 

 

 

 

 

Capital additions (a) (b) (without rights of use)

19

23

31

32

105

22

27

18

20

87

 

 

 

 

 

 

 

 

 

 

Stocks

264

162

125

7

558

244

151

137

7

539

 

 

 

 

 

 

 

 

 

 

  • Excluding 2023 capital additions not cashed out end of December 2023 and including capital additions cashed out in 2023 related to 2022 for a net amount of 2.6 million euros (see CF and Note 14).
  • Excluding 2024 capital additions not cashed out end of December 2024 and including capital additions cashed out in 2024 related to 2023 for a net amount of 1.5 million euros (see CF and Note 14).

 

 

  

2-3Information by geography

The regions identified by the management are the following:

 

(in million euros)

At December 31, 2023

At December 31, 2024

 

 

 

 

 

 

 

 

 

 

France

Europe  excluding France

North America  (a)

Latin America

Middle East and Africa

Asia and Oceania (including Cello)

Total

France

Europe  excluding France

North America  (a)

Latin America

Middle East and Africa

Asia and Oceania (including Cello)

Total

 

 

 

 

 

 

 

 

 

 

Net sales

176

490

883

462

154

98

2,263

183

515

819

425

162

93

2,197

 

 

 

 

 

 

 

 

 

 

  • Of which the United-States by 759 million euros in 2024 and 823 million euros in 2023.

 

 

 

 

 

 

 

 

 

 

 

The Group may grant year-end rebates. These rebates are booked in net sales and amounted 99 million euros as of December 31, 2024 compared to 98 million euros as of December 31, 2023.

 

(in million euros)

At December 31, 2023

At December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

France

Europe  excluding France

North America (b)

Developing markets

Total

France

Europe  excluding France

North America (b)

Developing markets

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non current assets (a)

339

186

341

181

1,047

320

371

337

187

1,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  • Other than financial instruments (0.0 million euros in 2024 and 0.8 million euros in 2023), deferred tax assets (126.6 million euros in 2024 and 116.7 million euros in 2023) and deferred pensions (3.4 million euros in 2024 and 3.0 million euros in 2023).
  • Of which the United-States by 316 million euros in 2024 and 323 million euros in 2023.

 

 

 

 

 

   

Note 3Exchange rates of foreign currencies

Accounting policies

The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the result and financial position of each entity are expressed in a common currency, the euro, which is the functional currency of Société BIC as well as the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At each closing date, monetary items denominated in foreign currencies are translated at the closing rate. Non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the transaction date. Non-monetary items that are measured at fair value are translated using the exchange rates prevailing at the date of the measurement.

Exchange differences arising from the settlement of monetary items, and on the translation of monetary items, are recognized in profit or loss for the period.

To hedge its exposure to certain foreign exchange risk, the Group enters into forward contracts and options (see Note 24 for details of the Group’s accounting policies regarding derivative financial instruments).

For the purpose of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are converted into euros using the exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized as a separate line item in equity under the Group’s translation reserve and are recognized in profit or loss in the period in which the foreign operation is disposed of.

 

 

The following table shows foreign currency equivalents of one euro (for instance: average 2024 is 1 euro = 1.08 U.S. dollars).

 

 

Average 2023

Average 2024

December 31, 2023

December 31, 2024

Euro

Euro

Euro

Euro

U.S. dollar – USD

1.08

1.08

1.11

1.04

Australian dollar – AUD

1.63

1.64

1.63

1.68

Canadian dollar – CAD

1.46

1.48

1.46

1.49

Swiss franc – CHF

0.97

0.95

0.93

0.94

Chinese renminbi – CNY

7.66

7.79

7.85

7.58

British pound – GBP

0.87

0.85

0.87

0.83

Hong Kong dollar – HKD

8.47

8.44

8.63

8.07

Indian rupee – INR

89.33

90.51

91.90

88.93

Japanese yen – JPY

152.06

163.96

156.33

163.06

Turkish lyra – TRY

25.81

35.56

32.63

36.74

New Zealand dollar – NZD

1.76

1.79

1.75

1.85

Polish zloty – PLN

4.54

4.30

4.34

4.28

Swedish krona – SEK

11.47

11.43

11.10

11.46

Kenyan Shilling – KES

151.55

146.40

174.23

133.73

Nigerian Naira – NGN

699.87

1,626.44

974.63

1,686.51

South African rand – ZAR

19.98

19.83

20.35

19.62

Argentinian peso – ARS

893.39

1,070.07

893.39

1,070.07

Brazilian real – BRL

5.40

5.83

5.36

6.43

Mexican peso – MXN

19.16

19.81

18.72

21.55

Ukrainian hryvnia – UAH

39.89

43.57

42.27

43.59

Russian ruble – RUB

90.84

100.35

98.76

114.01

 

As of December 31, 2024, Argentina is still considered a “hyperinflationary” country. As a result, the Group continues to apply IAS 29.

At the closing date, non-monetary assets and liabilities are restated using the general price index IPIM (Internal Wholesale Price Index).

Income statement items are restated by applying the change in this general price index from the initial recognition of income and expense items in the financial statements.

 

Income Statement

Note 4Operating expenses

Accounting policies

Government grants are recognized systematically in profit or loss over the periods necessary to match them with the associated costs and presented as a reduction to the related expenses.

Research expenses are recognized as expenses in the period in which they are incurred.

 

 

Operating expenses breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Raw materials, consumables used and change in inventory

617,753

599,985

Staff costs

568,552

596,874

Depreciation and amortization expenses

120,388

115,287

Advertising costs

114,413

104,898

Other operating expenses

489,482

474,455

Impairment loss on manufacturing equipment

439

357

(Profit)/loss on operational foreign currency translation

24,449

(12,009)

TOTAL

1,935,476

1,879,847

 

Other income and expenses are not included in the total amount and are disclosed in Note 5.

Other operating expenses mainly include outside services.

Research and development costs recognized under “Other operating expenses” for 2024 amounted to 25.2 million euros, versus 26.5 million euros during 2023.

They include the French research tax credit for 0.8 million euros, compared to 1.1 million euros in 2023.

The effects of currency hedging are booked in “(profit)/loss on operational foreign currency translation”.

  

Note 5Other income and expenses

Other income and expenses breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Royalty income

10

-

Gain or loss on disposal of fixed assets

600

(715)

Rocketbook earn-out adjustment

1,447

-

Other

10,094

12,424

Other income

12,151

11,709

Impairment

(535)

(24,780)

Cost reduction plans

(3,503)

(5,825)

Lucky Stationery earn-out adjustment

(2,746)

-

France pension adjustment

(4,410)

-

Other

(8,347)

(8,167)

Other expenses

(19,539)

(38,772)

TOTAL

(7,388)

(27,063)

 

Other income and expenses incurred in 2024 mainly include:

  • 19.9 million euros of partial Inkbox impairement charge;
  • 5.8 million euros restructuring expenses to optimize costs structure.

 

Other income and expenses incurred in 2023 mainly included:

  • 1.4 million euros earn‑out adjustment related to Rocketbook acquisition;
  • 2.7 million euros earn-out adjustment related to Lucky Stationary acquisition;
  • 4.4 million euros related to the unfavorable pensions adjustment in France linked to the change in the collective agreement effective in 2024.

   

Note 6Financial income

Accounting policies

Interest income is accrued on a time basis, by reference to the effective yield on the asset, namely the interest rate, which exactly discounts estimated future cash receipts over the expected life of the financial asset to the asset’s initial value.

Considering the nature of the BIC Group’s activities, interest are disclosed as financial expense and income in the income statement. All borrowing costs are recognized as expenses in the period in which they are incurred.

The financial statements of entities in hyperinflationary economies are translated in accordance with IAS 29 “Financial reporting in hyperinflationary economies”. Non-monetary balance sheet items, income statement items, comprehensive income items and cash flow statement items are adjusted for inflation in their original local currency, then all the financial statements are translated at the closing exchange rate for the period. 

This hyperinflationary accounting leads to recognition of a gain or loss resulting from exposure to hyperinflation, which is classified as other financial income and expenses and thus included in reserves the following year. The accounts of the Group’s subsidiary in Argentina are consolidated in accordance with the principles of IAS 29, which have been applied since January 1, 2018.

For lease contracts falling within the scope of IFRS 16, the rental obligation is booked in a depreciation charge on the right of use, shown in operating expenses and in interest expense, detailled in financial expense.

   

 

Financial income breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Interest income from cash and cash equivalents

16,623

5,064

Interest on bank deposits

10,046

10,775

Income from cash and cash equivalents

26,669

15,839

Cost of financial debt

(8,907)

(10,360)

Cost of lease debt

(1,749)

(2,084)

Hedging instruments revaluation

(3,335)

(304)

Argentina

(13,628)

(11,849)

Net financial foreign exchange difference

(6,553)

16,621

Net finance income/(net finance costs)

(34,172)

(7,976)

FINANCE (COSTS)/REVENUE

(7,503)

7,863

 

Financial income increases during 2024 compared to 2023. It comes from several factors:

  • the depreciation of brazilian real against the U.S. dollar generated a much favorable impact on the valuation of financial assets denominated in U.S. dollar;
  • the fair value change related to the VPPA signed in Greece for 0.7 million euros in 2024 against 3.2 million euros in 2023 ;
  • partly offset by:
    • income from cash and cash equivalents decrease compared to the previous period,
    • a financial expense in 2024 due to the hyperinflation in Argentina.
  •  
Information on interest rates

As of December 31, 2024, outstanding loans and credit lines, apart from NeuCP, were contracted with floating rates ranging between 8.35% in India on the Rupee and 55.34% in Turkey on Turkish Lyra. 

Relative exposure, deemed not significant, has not been hedged. The NeuCP interest are booked in interest expense and accounts for an average compounded rate of 3.97 %.

    

Note 7Income tax

Accounting policies

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable income differs from income as published in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Liability for current tax is calculated using tax rates that have been enacted as of the balance sheet date.

 

 

Income tax breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Current tax

97,602

103,109

France

27,051

32,264

Foreign

70,551

70,845

Deferred tax

(11,143)

(17,533)

Income tax expense

86,459

85,576

 

The normal income tax rate in France is 25.83% (including social contributions) for the fiscal year 2024.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective countries.

The Group uses the French tax rate as the theoretical base for the reconciliation between the theoretical income tax expense and the effective income tax expense. Reconciliation primarily involves the effect of differences in tax rates.

The main tax consolidation groups are France, the U.S. and Spain.

As of December 31, 2024, the main contributors, outside France, are Brazil, Mexico, the U.S., and Greece. As of December 31, 2023, the main contributors were Mexico and Brazil.

GloBE rules

The "Global Anti-Base Erosion Rules" (commonly referred to as the "GloBE Rules" or "Pillar 2"), defined at international level by the OECD/G20 Inclusive Framework and whose implementation is required in France by Council Directive (EU) 2022/2523 of December 15, 2022 transposed into French law by the Finance Act of December 29, 2023, are designed to ensure that groups with consolidated sales of at least 750 million euros are effectively taxed at a rate of 15%, assessed on a jurisdiction-by-jurisdiction basis.

To this end, BIC must determine its GloBE effective tax rate in each jurisdiction in which it operates, which may lead to the payment of additional tax if lower than the minimum rate.

The Group applies Safeharbour rules as defined by the French Tax code - code général des impôts - and based on GloBE rules. It has not identified current income tax payables on the period 2024, as a result of this regulation.

 

Reconciliation between the theoretical and effective income tax expense:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Income before tax

312,973

297,588

Tax rate

25.8%

25.8%

Theoretical tax expense

80,841

76,867

Effects of:

 

 

  • differences in tax rates

4,203

208

  • income taxed at reduced rate

(14)

(14)

  • permanent differences

7,401

12,274

  • intra-Group accruals eliminations

652

573

  • variation of unrecognized deferred tax assets

6,270

7,777

  • tax credits

(14,176)

(12,442)

  • foreign exchange differences

1,283

333

Income tax expense

86,459

85,576

EFFECTIVE TAX RATE

27.6%

28.8%

 

 

Note 8Earnings per share Group share

Earnings per share (Group share) and diluted earnings per share (Group share) correspond to the Group net income divided by the relevant number of shares.

The number of shares used to calculate the earnings per share (Group share) is the weighted average number of ordinary shares outstanding during the period less the weighted average number of shares held in treasury stock by Société BIC during the period and presented as a reduction to equity.

The number of shares used to calculate the diluted earnings per share (Group share) is the weighted average number of shares potentially in circulation during the period, which corresponds to the number of shares used for basic earnings per share Group share, adjusted for the dilutive effect of free shares and stock options.

As of December 31, 2024, there are no share with relutive impact and the maximum dilutive effect from unvested free shares and stock-options are around 1% of the share capital.

 

Numerator (in thousand euros)

December 31, 2023

December 31, 2024

Net income Group share from continuing operations

226,515

212,012

Denominator (in number of shares)

 

 

Weighted average number of ordinary shares in circulation

42,740,269

41,561,522

Dilutive effect of free shares

503,975

543,894

Diluted weighted average number of ordinary shares in circulation

43,244,244

42,105,416

Earnings per share Group share from continuing operations (in euros)

 

 

Earnings per share Group share from continuing operations

5.30

5.10

Diluted earnings per share Group share from continuing operations

5.24

5.04

 

 

Balance sheet – Assets

Note 9Property, plant and equipment

Accounting policies

Land and buildings held by the Group for use in the production or supply of goods or services, or for administrative purposes, are recognized in the balance sheet at their initial acquisition cost, less any accumulated depreciation and impairment losses.

Depreciation is booked to profit or loss so as to reduce the carrying amount of assets, other than land and properties under construction, over their estimated useful life, using the straight-line method. Property, plant and equipment in the course of construction for production, rental or administrative purposes, are carried at cost, less any identified impairment loss. Depreciation of these assets, on the same basis as other property, plant and equipment, starts when the assets are ready for their intended use.

Fixtures and equipment are stated at initial acquisition cost less accumulated depreciation and impairment losses.

Leases that convey to the customer (‘lessee’) the right to control the use of an identified asset for a period of time in exchange for consideration fall within the scope of IFRS 16 “Leases”. The lessee entities of the Group recognize a right of use under assets with a lease liability as a counterpart, for all leases.

The term used corresponds to the non-cancellable period, the periods covered by an extension option, the exercise of which is reasonably certain, and the periods covered by a termination option, the non-exercise of which is reasonably certain.

  

9-1Property, plant and equipment – Gross value

(in thousand euros)

Land & buildings

Machinery & equipment

Construction in progress

Other fixed assets

Land & buildings – Right of use

Machinery & equipment – Right of use

Vehicles – Right of use

Other tangible fixed assets – Right of use

Total

At January 1, 2023

449,752

1,377,195

135,190

23,125

91,866

5,490

15,661

691

2,098,970

Acquisitions

1,448

15,419

79,831

223

19,869

1,917

8,142

-

126,848

Disposals and write-offs

(208)

(16,471)

(105)

(273)

(14,063)

(3,165)

(6,146)

(310)

(40,742)

Constructions in progress put in use

20,295

49,046

(70,396)

1,056

-

-

-

-

-

Other movements

23,383

15,268

(21,065)

1,089

(1,019)

-

(194)

-

17,463

Exchange differences

(561)

4,124

466

(1,060)

(2,496)

(67)

(454)

-

(48)

At December 31, 2023

494,109

1,444,581

123,920

24,160

94,157

4,175

17,010

381

2,202,491

Acquisitions

2,114 

7,364 

72,271

295

11,884

1,229

6,468

39

101,666

Disposals and write-offs

(553)

(29,174)

(6,197)

(1,227)

(2,638)

(552)

(3,595)

(29)

(43,965)

Constructions in progress put in use

18,199

50,400

(68,356)

(168)

(44)

(213)

181

-

-

Purchase of Tangle Teezer

-

5,627

-

-

1,743

-

-

-

7,370

Exchange differences

(5,524)

(19,862)

(2,808)

108 

367

63

(836)

-

(28,492)

At December 31, 2024

508,344

1,458,939

118,831

23,169

105,467

4,700

19,227 

392

2,239,069

9-2Property, plant and equipment – Depreciation and impairment loss

Accounting policies

At each balance sheet date, the Group examines the carrying amount of its property, plant and equipment and intangible assets to determine whether there is any indication that these assets have suffered an impairment loss. If such indication exists, the recoverable amount of the asset is estimated in order to determine, if applicable, the amount of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risk specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately as an expense in profit or loss.

Where an impairment loss subsequently reverses or is reduced, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount. However, the increased carrying amount should not exceed the carrying amount that would have been determined if no impairment loss had been recognized for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognized immediately in profit or loss unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation decrease.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in profit or loss.

The depreciation method is the straight-line method, on the following basis:

  • buildings: 25 years;
  • fixtures, machinery and equipment: 5 to 8 years;
  • vehicles: 3 to 5 years.

  

 

(in thousand euros)

Land &
 buildings

Machinery & equipment

Construction in progress

Other fixed assets

Land & buildings – Right of use

Machinery & equipment – Right of use

Vehicles – Right of use

Other tangible fixed assets – Right of use

Total

At January 1, 2023

270,602

1,113,056

26,485

16,527

44,787

4,437

10,053

391

1,486,338

Amortization for the period

16,593

72,673

2

1,566

13,199

1,088

3,868

49

109,038

Impairment loss

-

274

30

-

-

-

-

-

304

Disposals and write-offs

(164)

(15,971)

-

(363)

(10,653)

(3,324)

(5,625)

(272)

(36,373)

Other movements

786

15,781

-

2,014

172

40

(388)

-

18,404

Exchange differences

(311)

4,438

(1,055)

(879)

(586)

(59)

(195)

-

1,354

At December 31, 2023

287,505

1,190,253

25,462

18,864

46,920

2,183

7,713

168

1,579,066

Depreciation for the period

15,999

67,171

(13)

1,013

14,736

1,024

5,012

48

104,990

Impairment loss

-

1,376

2,539

-

-

-

-

-

3,915

Disposals and write-offs

(447)

(37,169)

(13)

(1,207)

(2,548)

(425)

(3,218)

(26)

(45,051)

Purchase of Tangle Teezer

-

2,925

-

-

-

-

-

-

2,925

Other movements

164

1,346

(76)

-

(958)

(203)

70

-

345

Exchange differences

(1,966)

(16,097)

861

97

242

30

(272)

-

(17,105)

At December 31, 2024

301,255

1,209,806 

28,760

18,768

58,392

2,609

9,304

190

1,629,084

NET VALUE

 

 

 

 

 

 

 

 

 

At December 31, 2024

207,089

249,133

90,071

4,401

47,076

2,091

9,923

202

609,985

At December 31, 2023

206,604

254,329

98,458

5,296

47,237

1,992

9,297

213

623,426

 

As of December 31, 2024, the gross value of fully depreciated but still used property, plant and equipment is 1,170 million euros.

    

Note 10Goodwill

Accounting policies

Goodwill arising from the acquisition of a subsidiary represents the excess of the acquisition price over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognized at the date of acquisition. Goodwill is calculated in the currency of the acquired company. It is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

Goodwill and fair value adjustment arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

For the purpose of impairment testing, goodwill is allocated to cash-generating units (“CGU”) representing the lowest level at which the goodwill is monitored at Group level. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is first allocated to the reduction in the carrying amount of any goodwill allocated to the cash-generating unit and then to the other assets of the unit prorated on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of an activity, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

  

 

Goodwill breakdown is as follow:

 

(in thousand euros)

Gross value

Impairment loss

Net value

At January 1, 2023

394,127

(96,517)

297,610

Exchange differences

(17,750)

3,419

(14,331)

At December 31, 2023

376,377

(93,098)

283,279

Purchase of Tangle Teezer

125,966

125,966

Impairement loss – Inkbox

-

(19,853)

(19,853)

Exchange differences

12,615

(2,925)

9,690

At December 31, 2024

514,958

(115,876)

399,082

 

The balance, as of December 31, 2024, includes the following principal net goodwill:

 

(in thousand euros)

December 31, 2023

December 31, 2024

BIC CORPORATION (a) – Human Expression

53,396

56,093

BIC CORPORATION (a) – Flame for Life

42,470

44,806

BIC Violex – Blade Excellence

71,189

72,406

Kenya – Human Expression

3,823

4,905

Nigeria – Human Expression

6,189

3,577

Djeep – Flame for Life

29,885

29,885

Rocketbook – Human Expression

26,831

28,539

Inkbox – Human Expression

28,287

10,062

Tattly – Human Expression

2,042

2,171

Advanced Magnetic Interaction – Human Expression

2,197

2,538

Tangle Teezer – Blade Excellence

-

125,787

Other (a)

16,971

18,315

TOTAL

283,279

399,082

  • These goodwill amounts are linked to cash-generating units represented by distribution subsidiaries.

To perform the impairment tests, the Group used the following discount and perpetual growth rates:

 

 

 

Weighted average cost of capital (WACC) before tax

Perpetual growth rate

2023

2024

2023

2024

BIC CORPORATION

 

 

 

 

 

 

Human Expression

10.5%

11.7%

1.5%

1.5%

 

Flame for Life

10.0%

11.3%

1.5%

1.5%

Cello Pens – Human Expression

 

14.4%

11.5%

4.1%

4.1%

BIC Violex – Blade Excellence

 

13.6%

16.8%

1.9%

1.9%

Kenya – Human Expression

 

33.8%

19.3%

5.6%

5.5%

Nigeria – Human Expression

 

25.4%

28.1%

8.1%

8.1%

Djeep – Flame for Life

 

10.6%

11.2%

-

-

Rocketbook – Human Expression

 

9.35%

11.3%

1.5%

1.5%

Inkbox – Human Expression

 

11.8%

13.5%

2.0%

2.0%

Advanced Magnetic Interaction – Human Expression

 

11.5%

 

-

 

Each goodwill item has been allocated to a cash-generating unit (“CGU”) representing the lowest level at which goodwill is monitored by the Group.

The goodwill on BIC CORPORATION is thus mainly allocated to cash-generating units linked to the distribution by BIC CORPORATION of stationery products and lighters.

The goodwill on Cello Pens is allocated to the cash-generating units linked to the production and distribution of stationery products by Cello and was fully depreciated.

The remaining goodwill on BIC Violex is allocated to the cash-generating unit linked to shavers developed and/or produced by BIC Violex and sold all over the world. This cash-generating unit also includes the portion of BIC CORPORATION goodwill allocated to shavers.

The goodwill on the Kenya subsidiary is allocated to the cash-generating unit linked to the production and distribution of stationery products by BIC East Africa.

The goodwill on the Nigeria subsidiary is allocated to the cash-generating unit linked to the production and distribution of stationery products by Lucky Stationery Limited.

The goodwill on Djeep is allocated to the cash-generating unit linked to the production and distribution of lighters by Djeep.

The goodwill on Rocketbook is allocated to the cash-generating unit linked to the distribution of the Core and Fusion notebooks, reusable notebooks used with erasable pens by Rocketbook.

The goodwill generated on Inkbox is allocated to the cash-generating unit linked to the distribution of semi-permanent tattoos by Inkbox.

As of June 30, 2024, the Group performed annual impairment tests on these goodwill amounts.

The goodwill impairment test methodology is based on a comparison between the recoverable amount of each of the Group’s cash-generating units and the corresponding assets’ net book value (including goodwill).

Such recoverable amounts correspond to the value in use and are determined using discounted future cash flow projections over a maximum of five years and a terminal value using the perpetual annuity method, including notably the following:

  • the discount rate before taxes used is the weighted average cost of capital. Particular attention has been paid to the analysis of the main market items used for the calculation of the discount rates;
  • the perpetual growth rates were determined based on external (inflation rate) and internal (business growth) sources. Perpetual growth rates above 2% take into account market specifics, notably in Nigeria, Kenya and in India.

In the case of the Inkbox CGU, the failure to achieve the 2024 budget led to the recognition of an impairment indicator, prompting the Group to carry out a new impairment test in December 2024 based on a revised business plan with an increased WACC.
It results that the recoverable amount of the cash-generating unit calculated on the value in use is below the net book value. Inkbox goodwill has been, thus, partially impaired as of December 31th 2024 for an amount of 19.9 million euros. This impairment is notably explained by less favorable conditions than initially anticipated on the semi-permanent tattoo.

Considering the impairment on part of the assets on the CGU Cello and Inkbox, any negative variance of drivers (discount rate, performance and perpetual growth rates) would lead to an additional impairment of other assets.

Concerning the sensitivity of the impairment test of the other CGU, the computation of their recoverable value taken individually would not give rise to an additional impairment using a +1%/-1% discount rate and a  +1%/-1% perpetual growth rate compared to those utilized.

   

Note 11Other intangible assets

Other intangible assets breakdown is as follow:

(in thousand euros)

Software

Trademarks & patents

Research & development

Intangible assets in progress

Other

Total

GROSS VALUE

 

 

 

 

 

 

At January 1, 2023

86,964

145,033

5,425

18,653

25,038

281,113

Acquisitions

1,855

122

-

8,294

(2)

10,268

Disposals and write off

(340)

(37,677)

-

(54)

(39)

(38,120)

Other movements

9,603

2,335

-

(15,579)

(2,335)

(5,976)

Constructions in progress put in use

1,559

18

-

(1,467)

(110)

-

Exchange differences

(560)

(3,951)

(18)

(38)

(927)

(5,494)

At December 31, 2023

99,081

105,880

5,407

9,809

21,625

241,802

Acquisitions

378

17

-

5,972

-

6,367

Disposals and write off

(25,918)

6

-

(987)

-

(26,900)

Constructions in progress put in use

5,297

-

-

(5,448)

151

-

Purchase of Tangle Teezer

894

53,865

6,159

-

-

60,918

Other movements

284

(122)

-

560

-

722

Exchange differences

(9)

4,182

152

112

914

5,351

At December 31, 2024

80,008

163,828

11,719

10,018

22,689 

288,261

 

 

(in thousand euros)

Software

Trademarks & patents

Research & development

Intangible assets in progress

Other

Total

Amortization and impairment loss

 

 

 

 

 

 

At January 1, 2023

73,920

85,661

4,572

-

7,178

171,331

Amortization for the period

8,494

1,012

397

-

1,332

11,235

Impairment loss

-

-

-

669

-

669

Disposals/Write-offs

(335)

(37,673)

-

-

(27)

(38,035)

Other movements

901

18

-

-

181

1,100

Exchange differences

(388)

(2,175)

(96)

(13)

(884)

(3,556)

At December 31, 2023

82,592

46,843

4,872

656

7,780

142,744

Amortization for the period

7,643

974

258

-

1,308

10,183

Impairment loss

-

-

-

-

1,141

1,141

Disposals and write-offs

(25,922)

-

-

-

-

(25,922)

Purchase of Tangle Teezer

581

-

-

-

-

581

Other movements

(428)

-

-

-

-

(428)

Exchange differences

(262)

1,182

161

42

858

1,980

At December 31, 2024

64,204

48,999

5,291

698

11,087

130,279

Net value

 

 

 

 

 

 

At December 31, 2024

15,804

114,829

6,428

9,320

11,602

157,982

At December 31, 2023

16,489

59,037

535

9,142

13,845

99,058

 

Software

Internally-generated software is principally related to investments linked to the upgrade of information technology systems.

Trademarks and patents

The main trademarks booked in the balance sheet as of December 31, 2024 are Tangle Teezer® for 53.8 million euros, Inkbox® for 23.3 million euros, Rocketbook® for 14.3 million euros, and the Cello® for 9.1 million euros.

These trademarks have an infinite lifetime. For impairment test purposes, Inkbox®, Rocketbook® and Cello® trademarks are linked to the Inkbox, Rocketbook and Cello Pens subsidiaries’ cash-generating units. 

Other intangible assets

Other intangible assets mainly comprise a customer relationship from Djeep acquisition, for an amount of 11.5 million euros. This customer relationship is depreciated over a period of fourteen years. As of December 31, 2024, net amount of this asset is 7.8 million euros.

 

 

Note 12Other non-current assets

(in thousand euros)

December 31, 2023

December 31, 2024

Guarantee deposits

5,499

5,441

Deferred pensions

2,990

3,379

Deferred compensation assets (other than pensions)

7,397

8,593

Other non-current financial assets

8,226

2,852

Other non-current assets

9,398

10,127

TOTAL

33,510

30,392

 

Note 13Deferred tax

Accounting policies

Deferred tax is recognized on temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases using the balance sheet liability method, and tax rates enacted or nearly enacted at the balance sheet date.

Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that profits will be available against which deductible temporary differences can be utilized.

Such assets and liabilities are not recognized if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising from investments in subsidiaries and associates, and interests in joint ventures and branches, except when the date on which temporary differences will be reversed can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the periods when the liability will be settled or the asset realized.

Deferred tax is charged or credited to profit or loss in the period, except when it relates to a transaction or an event directly credited or charged to equity, in which case the deferred tax is also recognized in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Following the application of IFRIC 23 “Uncertainty over income tax treatments” as of January 1, 2019, uncertain tax positions relating to IAS 12 income taxes are recognized as deferred tax liabilities (respectively assets) or as current tax liabilities if it is considered probable that the tax authorities will reject/(accept) the position.

 

13-1Deferred tax booked in the balance sheet

 

Deferred tax breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

 

Deferred tax assets

116,704

126,659

 

Deferred tax liabilities

(48,827)

(56,033)

 

NET POSITION

67,877

70,626

 

The movement for the year in the Group’s deferred tax position was as follows:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Net position at beginning of year

59,447

67,877

Deferred tax income/(expense) for the period

11,143

17,532

Reclassification from deferred to current tax in the balance sheet

(1,375)

-

Booked in Shareholders’ equity and other comprehensive income

5,445

2,512

Purchase of Tangle Teezer

-

(15,397)

Exchange differences

(6,783)

(1,898)

Net position at closing of year

67,877

70,626

 

Origin of deferred tax

(in thousand euros)

December 31, 2023

December 31, 2024

Pension and other employee benefits

14,949

19,010

Intra-Group profit elimination

24,394

26,528

Tax losses carried forward

11,901

4,324

Other temporary differences

55,765

49,975

Uncertain tax treatment

(39,132)

(29,211)

NET DEFERRED TAX

67,877

70,626

 

International tax reform - GloBE model rules

The GloBE rules will apply to subsidiaries controlled by BIC since January 1st, 2024. In the Group's financial statements as of December 31, 2024, no deferred tax in respect of GloBE is recorded following application of the mandatory temporary exemption introduced by the amendment to IAS 12.

Deferred tax assets whose recovery is not considered probable are not recorded in the financial statements. Those represent, as of December 31, 2024, 57 million euros of unrecognized deferred tax assets relating to unused tax losses mostly in India, versus 54 million euros in 2023.

13-2Deferred tax recognized in other comprehensive income

Deferred tax recognized in other comprehensive income result from the following items:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Other comprehensive income

Deferred taxes

Other comprehensive income

Deferred taxes

Actuarial differences on defined-benefit plans (1)

(1,780)

1,885

9,574

(1,788)

Other comprehensive income (2)

(37,883)

3,560

(54,330)

4,300

Hedge derivates

(13,039)

4,022

(16,710)

4,454

Hyperinflation impact

8,599

-

(715)

-

Other, including foreign exchange impact

(33,443)

(462)

(36,906)

(154)

TOTAL (1)+(2)

(39,663)

5,445

(44,756)

2,512

 

 

Note 14Change in net working capital

(in thousand euros)

December 31, 2023

Cash flows impact Operating

Cash flows impact Investing (a)

Perimeter varance

Other variances

Foreign exchange 

December 31, 2024

Net inventory

557,981

(32,012)

 

22,644

 

(10,056)

538,557

  • Inventory – Gross value

578,977

(31,970)

 

23,269

 

(10,042)

560,234

  • Inventory – Impairment

(20,996)

(42)

 

(625)

 

(14)

(21,677)

Trade and other receivables

403,505

28,511

 

28,138

6,344

(10,127)

456,372

Trade and other payables

(144,703)

(11,469)

(1,501)

(18,004)

 

2,760

(172,917)

Other receivables and payables (b)

(256,803)

(2,748)

 

(8,872)

(7,240)

9,689

(265,974)

NET WORKING CAPITAL

559,980

(17,718)

(1,501)

23,906

(896)

(7,733)

556,039

  • Cash flows impact Investing includes capital additions cashed out in 2024 relating to 2023 and excludes 2024 capital additions not yet cashed out.

(b)  Other receivables and payables are composed of:

Note

December 31, 2023

December 31, 2024

Other current assets

Asset

20,330

25,170

Deferred compensation in the U.S. (other than pensions)

12

7,397

8,593

Other non-current assets

12

9,398

10,127

Other current liabilities

Liabilities

(288,919)

(302,725)

Accrued interests

19

-

342

Other non-current liabilities

Liabilities

(5,009)

(7,481)

TOTAL

 

(256,803)

(265,974)

 

The working capital is used to finance the Group's operating cycle. Details of the elements used in the calculation are presented above.

    

 

Balance sheet – Equity and liabilities

Note 15Share capital

15‑1Share capital

As of December 31, 2024, the share capital of Société BIC was 158,992,838.84 euros divided into 41,621,162 shares of 3.82 euros each. Registered shares held for more than two years carry double voting rights.

In addition, Société BIC holds 428,720 treasury shares, acquired at an average price of 59.86 euros in accordance with Article L. 225-209 of the French Commercial Code, which represent 1.03% of the share capital.

15‑2Société BIC shares held in treasury stock and share repurchase program as of December 31, 2024

Purpose of the repurchase

Number of shares

Average acquisition price 
(in euros)

% of the share capital

Liquidity agreement

12,955

62.38

0.03%

Free share grants

415,765

59.78

1.00%

TOTAL

428,720

59.86

1.03%

 

In accordance with the liquidity agreement, delegated to ODDO BHF, in respect of Société BIC shares, the liquidity account contained the following as of December 31, 2024:

  • 12.955 BIC shares;
  • 2,583,022 euros.

Société BIC obtained authorization from the Annual Shareholders’ Meeting on May 29, 2024, to renew its share repurchase program.

 

Number of shares purchased in 2024 (a)

 

  • Share repurchase program authorized by the Annual Shareholders’ Meeting held on May 16, 2023

309,552

  • Share repurchase program authorized by the Annual Shareholders’ Meeting held on May 29, 2024

598,025

Average share repurchase price forthe purchases during the year 2024 (in euros)

61.36

  • Excluding shares repurchased under the liquidity contract.

 

During the year 2024, Société BIC cancelled 649,527 shares.

 

To the best of the Company’s knowledge, as of December 31, 2024, Shareholders holding more than 5% of the share capital and/or of the voting rights of the Company were as follows:

 

 

At December 31, 2024

% of shares

% of voting rights

Société M.B.D.

30.96%

39.22%

Bich family

17.06%

23.50%

Silchester International Investors LLP*

8.65%

6.01%

* based on December 19, 2024 numbers of shares and voting rights (AMF disclosure)

 

 

  

Note 16Borrowings and financial liabilities

(in thousand euros)

Bank overdrafts

Short-term borrowings

Current borrowings and financial liabilities

Non-current borrowings and financial liabilities

Current lease liability

Non-current lease liability

Total

At January 1, 2023

1,099

50,000

11,843

-

13,601

42,839

119,382

Cash Flows

-

25,000

7,498

-

(18,023)

-

14,474

“Non cash” changes

(1,099)

-

(2,424)

-

21,890

3,965

22,333

  • Variation of lease debt

-

-

-

-

24,014

5,567

29,581

  • Other movements

(1,101)

-

-

-

-

-

(1,101)

  • Exchange difference

2

-

(2,424)

-

(2,123)

(1 602)

(6,147)

At December 31, 2023

-

75,000

16,917

-

17,468

46,804

156,189

Cash Flows

 

26,000

31,855

120,000

(20,391)

(123)

157,340

“Non-cash” changes

-

-

140

-

20,404

826

21,370

  • Variation of lease debt

-

-

-

-

20,268

(648)

19,620

  • Tangle Teezer Acquisition

-

-

-

-

364

1,379

1,743

  • Exchange difference

-

-

140

-

(228)

95

7

At December 31, 2024

-

101,000

48,912

120,000

17,481

47,506

334,899

 

Bank loans and financial liabilities come due as following:

 

(in thousand euros)

December 31, 2023

December 31, 2024

On demand or within one year

109,385

167,393

In the 2nd year

14,114

44,603

In the 3rd year

10,312

41,235

In the 4th year

7,733

38,533

In the 5th year

5,692

35,845

After five years

8,953

7,290

TOTAL

156,189

334,899

 

Main bank loans and credit lines are as follows:

 

Borrowings jurisdictions and currencies

(in thousand euros)

Currency

 

Euro equivalents

December 31, 2023

December 31, 2024

France

EUR

 

75,090

251,000

Turkey

TRY

 

2,587

2,567

India

INR

 

14,240

16,345

TOTAL

 

 

91,917

269,912

 

In fiscal year 2020, the Group has improved its access to short and medium-term liquidity through the implementation of a 3-year, 200 million euros Revolving Credit Facility (RCF) and a 200 million euros NeuCP program.
The RCF was renewed on June 27, 2023 for a new 3-year period. To date, the RCF has not yet been drawn down, and NeuCP’s outstanding balance on December 31, 2024 amounts to 101 million euros. Despite the inflationary environment currently prevailing in the euro zone, generating tensions on the yield curve and credit market.
As of December 31st, 2024, a variable rate loan is recorded in financial liaibility for a principal amount of 150 million euros. Installment are scheduled annually over the next five years. 

  

Information on covenants

The variable rate loan is governed by a financial ratio. The Group regularly monitors its compliance regarding this ratio.

 

 

Lease liability

BIC uses an incremental borrowing rate for discounting debt. The rate used for each lessee is the rate he would have to pay to borrow, over a similar period and with similar security, the funds necessary to obtain an asset of similar value to the leased asset in a similar economic environment.

Lease payment under IFRS 16 

Lease payments in 2024 in respect of leases falling within the scope of IFRS 16 for an amount of 22.4 million euros break down as follows:

Future lease cash outflows 

The Group is expected to pay 22.1 million euros in 2025.

 

Note 17Provisions

Accounting policies

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that an economic outflow will be required to settle said obligation and such outflow can be reliably measured. Provisions will be measured at the best estimate of the expenditure required to settle the obligation at the balance sheet date, and will be discounted to present value where the effect is material

 

 

Provisions breakdown is as follow:

(in thousand euros)

Tax and social risks and litigation

Litigation

Product
 liability

Other risks and charges

Total

At December 31, 2022

3,734

10,913

356

4,119

19,124

Additional provisions

1,806

6,365

(17)

2,536

10,689

Reversals of provisions utilized

(883)

(4,178)

-

(663)

(5,724)

Reversals of provisions not utilized

(1)

 (121)

-

(651)

(773)

Exchange differences

86

(3,148)

(13)

 (545)

(3,620)

Reclassification

692

(692)

-

-

-

At December 31, 2023

5,434

9,139

326

4,796

19,695

Additional provisions

2,176 

4,610 

-

1,346 

8,133 

Reversals of provisions utilized

(971)

(3,339)

-

(1,155)

(5,465)

Reversals of provisions not utilized

-

-

-

(1,027)

(1,027)

Exchange differences

(596)

(289)

21 

(24)

(889)

At December 31, 2024

6,042 

10,121 

347 

3,936 

20,446 

 

Tax (excluding income tax) and social risks and litigation

Provisions for tax (excluding income tax) and social risks and litigation relate mainly to:

  • tax risks;
  • U.S. workers’ compensation.

Uncertain tax positions relating to IAS 12 income taxes are recognized as deferred tax liabilities if it is considered probable that the tax authorities will reject the position (see Note 13-1).

Tax audits are carried out regularly by local tax authorities which may dispute positions taken by Group subsidiaries. In accordance with the Group’s accounting policies, it may be decided to record provisions when tax-related risks are considered likely to generate a payment to local tax authorities.

The Group reviews the evaluation of all its tax positions on a regular basis, using external counsels and considers that its tax positions are adequately provided for. However, the Group cannot predict the ultimate outcome of future audits.

Litigation

As of December 31, 2024, the litigation provision mainly represents distributor and commercial agent risks in the U.S and Argentina.

Other risks and charges

As of December 31, 2024, other provisions for risks and charges are mainly related to reorganization costs of Conté's facilities.

 

Note 18Pension and other employee benefits

Accounting policies

Pursuant to IAS 19 “Employee Benefits”, the Group’s employees commitments regarding post employment benefits are valued by independent actuaries.

Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit plans are dealt with as payments to defined contribution plans where the Group’s obligation under these plans are equivalent to those arising in defined contribution retirement benefit plans.

For defined benefit retirement plans, the amount of provision is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. All actuarial differences are recognized in other comprehensive income in the period in which they occur. Past service costs are recognized for their full amount as a component of cost of services (in the income statement), whether benefits are vested definitively to their beneficiaries or are being acquired.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation reduced by the fair value of plan assets. Any net asset resulting from this calculation is limited to the present value of available refunds and reduction in future contributions to the plan.

 

 

18-1Plan characteristics
Types of post-employment benefits and other long-term benefits

Pursuant to the laws and practices in force in the countries where it operates, the Group has obligations in terms of employee benefits, in particular post-employment benefits:

Two pension plans (“Salaried Pension Plan” and “Local 134L Pension Plan”) are effective (depending on the site) and are funded by their respective pension funds. In addition to these plans, medical and life insurance plans exist (“Salaried Retiree Medical and Life Insurance Plan” and “Local 134L Retiree Medical and Life Insurance Plan” depending on the site).

 

There is a closed defined-benefit plan which is not accessible to a specified list of beneficiaries (plan closed to new entrants) and closed to the acquisition of further rights. An independent professional Trustee, an employer-representative Trustee and an employee-representative Trustee oversee the governance of the scheme. Plan assets are currently invested in a portfolio of stocks, bonds and real estate. Asset allocation is reviewed regularly to ensure that the assets held are still appropriate and sufficient to cover future pension obligations.

Both schemes are subject to the same risks as the majority of final salary occupational pension schemes, i.e. inflation risks, investment risks, life expectancy risks, etc. The strategic asset allocation must comply with the investment guidelines laid out in the “Statement of Investment Principles” set up by the Trustee to limit the risks.

In France, employee benefit commitment is composed of an indemnity on retirement leave and jubilee.

The amount of the indemnity is determined by the applicable national collective bargaining agreement and is expressed in a number of months salary, based on company seniority at date of retirement. BIC is responsible for the payment of the indemnity only if the employee is working for the Company at the time of retirement.

The Plan is funded chiefly through employer contributions and investment earnings on Plan assets. Prior to 1992, beneficiaries were required to contribute to the Plan, however since January 1, 1992 they are no longer required or permitted to make contributions to the Plan. BIC Inc. contributions to the Plan comply with the minimum funding requirements of the “Pensions Benefits Act of Ontario”.

The Pension fund set up to finance the retirement scheme for employees of BIC Inc. is held by an Independent Trust in the interests of beneficiaries. This fund is not part of the income or assets of BIC Inc.

This Plan is closed to new employees hired after November 14, 2011. In 2024, the Plan was amended to freeze future service and salary accruals effective June 30, 2026. 

For hourly paid employees, the retirement benefit is defined as a fixed amount per year of service, whose value varies according to the date on which the beneficiary retires (400 canadian dollars per year for retirement after January 1, 2010). For employees receiving a regular salary, the formula for calculating the retirement benefit is 1.5% of final average salary per year of service (the calculation of the final average salary is based on the highest three consecutive years out of the last 10 years preceding retirement). The total benefit under the Plan is capped by the limits imposed by the income tax act in Canada. The normal retirement age is 65, however beneficiaries can retire from age 55, with a reduced benefit for early retirement. The benefit is unreduced at age 63 for members who commence their pension immediately following employment at BIC.

To monitor and control the performance of the Fund, BIC Inc. and the Investment Manager must comply with the objectives set out in the “Statement of Investment local Policy and Objectives”. The basic goal underlying the establishment of these guidelines is to ensure that the Fund assets, together with the expected contributions and investment returns, are invested in a prudent manner so that the Fund can meet the obligations of the Plan as they come due. The long-term investment strategy is to invest approximately 48% in bonds, 10% in Canadian equities, 30% in global equities, 10% in emerging markets equities and 2% in cash and cash equivalents.

The plans depend on local legislation, the activity and other historical practices of the subsidiary.

18-2Change in the net obligation of defined-benefit plans

(in thousand euros)

 

Pension

Including United States Pension

Other employee benefits

Including other employee benefits in the United States

Total employee benefits

Including total employee benefits in the United States

PRESENT VALUE OF OBLIGATION

 

 

 

 

 

 

 

At January 1, 2024

 

338,553

251,144

67,279

65,542

405,833

316,685

Period costs:

 

23,729

16,442

3,155

2,997

26,884

19,439

  • Current service costs

 

7,356

4,044

604

421

7,960

4,465

  • Past service costs (including curtailment)

 

(892)

(250) 

(601)

(496)

(1,492)

(746)

  • Settlement

 

845

-

-

-

845

-

  • Interest costs

 

16,420

12,648

3,151

3,072

19,571

15,721

Benefits paid

 

(27,583)

(20,477)

(4,550)

(4,478)

(32,132)

(24,956)

Actuarial difference on gross obligation

 

(11,452)

(10,673)

(8,174)

(8,167)

(19,626)

(18,840)

  • Financial assumptions

 

(14,565)

(12,801)

(3,938)

(3,924)

(18,503)

(16,724)

  • Demographic assumptions

 

3,113

2,128

(4,236)

(4,243)

(1,123)

(2,115)

Taxes paid included in benefit obligation

 

(2)

-

-

-

(2)

-

Contributions paid

 

1

-

-

-

-

Administrative expenses

 

(1)

-

28

-

27

-

Exchange differences

 

15,494

15,502

4,019

3,985

19,513

19,488

At December 31, 2024

A

338,739

251,938

61,757

59,879

400,496

311,817

FAIR VALUE OF PLAN ASSETS

 

 

 

 

 

 

 

At January 1, 2024

 

344,968

274,974

-

-

344,968

274,974

Interest income

 

17,089

13,968

-

-

17,089

13,968

Benefits paid

 

(24,521)

(20,477)

(4,543)

(4,478)

(29,064)

(24,956)

Contributions paid by participants

 

-

-

-

1

-

Contributions paid by employer

 

2,414

982 

4,543

4,478

6,957

5,460

Taxes paid from plan assets

 

(2) 

-

-

-

(2)

-

Administrative expenses

 

(1,707)

(1,526)

-

-

(1,707)

(1,526)

Return on assets (excluding interest income)

 

(10,041)

(6,762)

-

-

(10,041)

(6,762)

Exchange differences

 

18,291

17,143

-

-

18,291

17,143

At December 31, 2024

B

346,491

278,301

-

346,491

278,301

NET LIABILITY IN THE BALANCE SHEET AS OF AT DECEMBER 31, 2024

C = A - B

(7,752)

(26,363)

61,757

59,879

54,005

33,516

NET LIABILITY IN THE BALANCE SHEET AS OF AT DECEMBER 31, 2023

 

(6,415)

(23,830)

67,279

65,542

60,866

41,712

(in thousand euros)

 

Pension

Including United States Pension

Other employee benefits

Including other employee benefits in the United States

Total employee benefits

Including total employee benefits in the United States

PRESENT VALUE OF OBLIGATION

 

 

 

 

 

 

 

At January 1, 2023

 

334,908

256,207

68,561

67,224

403,468

323,431

Period costs:

 

27,493

16,060

4,010

3,414

31,504

19,474

  • Current service costs

 

6,338

3,524

550

357

6,888

3,881

  • Past service costs (including curtailment)

 

4,167

-

200

(150)

4,367

(150)

  • Settlement

 

750

-

-

-

750

-

  • Interest costs

 

16,239

12,537

3,260

3,206

19,500

15,743

Benefits paid

 

(26,584)

(20,049)

(4,118)

(3,937)

(30,702)

(23,987)

Actuarial difference on gross obligation

 

10,903

7,892

1,188

1,185

12,092

9,077

  • Financial assumptions

 

9,437

7,390

1,183

1,185

10,620

8,575

  • Demographic assumptions

 

1,466

501

6

-

1,472

501

Taxes paid included in DBO

 

-

-

-

-

-

-

Contributions paid

 

-

-

-

-

-

-

Administrative expenses

 

-

-

-

-

-

-

Exchange differences

 

(8,166)

(8,967)

(2,362)

(2,344)

(10,529)

(11,310)

At December 31, 2023

A

338,553

251,144

67,279

65,542

405,833

316,685

FAIR VALUE OF PLAN ASSETS

 

 

 

 

 

 

 

At January 1, 2023

 

350,105

281,379

-

-

350,105

281,379

Interest income

 

17,022

13,778

-

-

17,022

13,778

Benefits paid

 

(23,524)

(20,049)

-

-

(23,524)

(20,049)

Contributions paid by participants

 

3

-

-

-

3

-

Contributions paid by employer

 

2,289

958

-

-

2,289

958

Taxes paid from plan assets

 

(4)

-

-

-

(4)

-

Administrative expenses

 

(1,769)

(1,535)

-

-

(1,769)

(1,535)

Return on assets (excluding interest income)

 

10,312

10,284

-

-

10,312

10,284

Exchange differences

 

(9,466)

(9,841)

-

-

(9,466)

(9,841)

At December 31, 2023

B

344,968

274,974

-

-

344,968

274,974

NET LIABILITY IN THE BALANCE SHEET AS OF AT DECEMBER 31, 2023

C = A - B

(6,415)

(23,830)

67,279

65,542

60,866

41,712

NET LIABILITY IN THE BALANCE SHEET AS OF AT DECEMBER 31, 2022

 

(15,198)

(25,172)

68,561

67,224

53,362

42,052

18-3Funded and unfunded obligations

(in thousand euros)

Notes

At December 31, 2023

At December 31, 2024

Pension

Other employee benefits

Total

Pension

Other employee benefits

Total

Amount of funded obligations

 

331,010

-

331,010

331,386

-

331,386

Fair value of plan assets

 

(344,968)

-

(344,968)

(346,491)

-

(346,491)

Surplus of obligation over assets

 

(13,957)

-

(13,957)

(15,105)

-

(15,105)

Fair value of unfunded obligations

 

7,544

67,280

74,824

7,354

61,758

69,112

Net value in the balance sheet

 

(6,413)

67,280

60,866

(7,751)

61,758

54,007

  • Assets

12, 18-7

-

-

2,990

-

-

3,379 

  • Liabilities

18-7

-

-

63,856

-

-

57,387 

18-4Period costs

(in thousand euros)

December 31, 2023

December 31, 2024

Current service costs

6,889

7,960

Past service costs (including plan curtailment)

4,367

(1,492)

Settlement

750

845

Administrative expenses

1,768

1,734

Net interest costs

2,477

2,483

TOTAL PERIOD COSTS

16,250

11,530

18-5Additional information
Nature of plan assets

 

(in thousand euros)

At December 31, 2023

At December 31, 2024

Fair value of plan assets

Including fair value of plan assets with a quoted price on an active market

Fair value of plan assets

Including fair value of plan assets with a quoted price on an active market

Equity

65,104

18.9%

65,104

19.0%

63,531

18.3%

63,531

18.3%

Bonds and other fixed income

270,545

78.4%

270,400

78.8%

274,707

79.3%

274,707

79.3%

Cash and cash equivalents

6,843

2.0%

6,843

2.0%

5,820

1.7%

5,820

1.7%

Real Estate

486

0.1%

486

0.1%

521

0.2%

521

0.2%

Assets held by insurance companies

1,989

0.6%

267

0.1%

1,912

0.6%

1,912

0.6%

TOTAL

344,968

100%

343,100

100%

346,491

100%

346,491

100%

 

(in thousand euros)

At December 31, 2023

At December 31, 2024

 

 

Fair value of American plan assets

Including fair value of plan assets with a quoted price on an active American market

Fair value of American plan assets

Including fair value of plan assets with a quoted price on an active American market

 

 

Equity

51,753

18.8%

51,753

18.8%

50,015

18.0%

50,015

18.0%

 

 

Bonds and other fixed income

220,421

80.2%

220,421

80.2%

224,993

80.8%

224,993

80.8%

 

 

Cash and cash equivalents

2,799

1.0%

2,799

1.0%

3,293

1.2%

3,293

1.2%

 

 

TOTAL

274,973

100%

274,973

100%

278,301

100%

278,301

100%

 

 

18-6Actuarial assumptions for main countries

Actuarial assumptions used to calculate the benefit obligations vary according to the economic conditions of each respective country. They have been adjusted according to the change in interest rates and the mortality table. Assumptions for plans representing the main obligations are set out below:

 

 

At December 31, 2023

At December 31, 2024

United States

United Kingdom

France

United States

United Kingdom

France

Discount rate

4.96%

4.55%

3.25%

5.54%

5.45%

3.45%

Inflation rate

2.50%

3,50%

2.25%

2.50%

3.35%

2.25%

Expected rate of salary increases

3.49%

N/A

2.50%

3.49%

N/A

2.50%

Average plan duration (in years)

9.9

13.0

12.2

9.3

12.5

11.9

 

The discount rates for our United States and United Kingdom retirement plans were developped using the Mercer Pension Discount Yield Curve, which is based on the yields of AA rated corporate bonds. The rate shown for the U.S. is for the main plan, each U.S. plan being valued with a specific discount rate (from 5.19% to 5.78%).

For our other international plans, the discount rates were set by benchmarking against the corporate bonds of companies rated AA or better on the various markets. The discount rate for the French obligation is based on the IBOXX AA 10+ index. 

Sensitivity of the obligation to a change in discount rate

According to the Group’s estimates, a +/-1% change in the discount rate would result in a change of -8.7 % and +10.3 % in the obligations, respectively. This change would not significantly impact the Group’s total net liability on employee benefits, as a change in plan assets may partly offset the impact.

Sensitivity of the obligation to a change in inflation rate

According to the Group’s estimates, a +/-0.5% change in the inflation rate would result in a change in the obligations for the following countries, of respectively:

  • insignificant for the U.S. in both cases;
  • +2.76% and -2.76% for the UK.

This change would not, however, fully impact the Group net liability on employee benefits, as a change in plan assets fair value may partly offset the impact.

 

Cash Flows for future years

The Group has contributed 7.0 million euros in employer asset funds during 2024. The expected benefit payments over the next years breakdowns as follow :

 

(in million euros)

2025

32.1

2026

31.1

2027

31.4

2028

33.0

2029

32.2

Beyond 2029

167.4

18-7Information by geography

At December 31, 2024

(in thousand euros)

Obligation

Plan assets

Net liability

Europe

33,356

8,3%

9,807

2,8%

23,549

43,6%

United Kingdom

25,526

6,4%

33,153

9,6%

(7,627) 

-14,1%

North America

332,866

83,1%

302,728

87,4%

30,138

55,8%

Other countries

8,750

2,2%

802

0,2%

7,948

14,7%

TOTAL

400,498

100%

346,490

100%

54,008

100%

 

At December 31, 2023

(in thousand euros)

Obligation

Plan assets

Net liability

Europe

32,103

7.9%

9,536

2.8%

22,567

37.1%

United Kingdom

27,230

6.7%

34,901

10.1%

(7,672)

-12.6%

North America

338,718

83.5%

299,996

87.0%

38,722

63.6%

Other countries

7,782

1.9%

534

0.2%

7,248

11.9%

TOTAL

405,833

100%

344,968

100%

60,866

100%

 

For plans located in North America and Europe (mainly the United Kingdom), plan assets levels as of December 31, 2024 comply with minimum funding obligations, as legally or contractually defined.

 

Note 19Other current liabilities

Other current liabilities breakdown is as follow:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Social liabilities

98,662

110,338

Other tax liabilities

10,638

12,464

Accrued business development fund

103,728

102,511

Accrued restructuring costs

7,849

9,660

Other current liabilities

68,042

67,752

OTHER CURRENT LIABILITIES

288,919

302,725

 

Accrued business development fund consists of general brands promotions or advertising services.

 

Additional information

Note 20Comments on the consolidated cash flow statement

References from (a) to (i) refer to the consolidated cash flow statement.

As of December 31, 2024 cash and cash equivalents amounted to 456.0 million euros.

Net cash from operating activities

During 2024, net cash from operating activities amounted to 357.7 million euros, compared to 353.3 million euros in 2023.

The Group records foreign exchange gains or losses with no cash impact in financial income and restates these in the consolidated cash flow statement (a).

The working capital decreased by 17.7 million euros compared to an increase during 2023 of 27.4 million euros. The 2024 change in working capital is mainly impacted by a decrease in inventories and an increase of payables, partially offset by an increase in receivables  (b).

The 2023 variance was mainly impacted by a decrease in inventories partially offset by an increase of receivables and a decrease of payables (b).

The payments related to employee benefits were mainly driven by the U.S. (c).

Net cash from investing activities

Net cash from investing activities amounted to - 283.7 million euros during 2024 compared to - 114.1 million euros during 2023 .

During 2024, BIC has disbursed 80.5 million euros on property, plant and equipement (net of change in fixed asset supplier accounts) (d) compared to 94.3 million euros in 2023. BIC has invested 6.4 million euros and intangible assets during 2024 compared to 10.3 million euros in 2023.

Other current financial assets refers to investments not eligible for classification as cash & cash equivalents under IAS 7. These investments consist of units of UCITS and negotiable debt securities, all of which are liquid within two days (e).

On december 11th, 2024, the Group announced the acquisition of Tangle Teezer, for a purchase price (net of acquired cash) of 201.3 million euros (f).  

Net cash from financing activities

Net cash from financing activities amounted to - 73.3 million euros in 2024 compared to - 192.1 million euros during 2023. 

During 2024, borrowings issuance (net from repayments) of NeuCP amounted to 26.0 million euros, compared to 25.0 million euros of net repayments in 2023 (h). In 2024, the Group issued a total of 151.9 million euros loan notes (i).

During 2024, 907,577 shares were repurchased by Société BIC for 55.7 million euros. Under the liquidity agreement, Société BIC bought 501,732 shares for 31.4 million euros, and sold 511,338 shares for 32.2 million euros (j).

During 2023, 1,951,722 shares were repurchased by Société BIC for 116.1 million euros. Under the liquidity agreement, Société BIC bought 538,075 shares for 32.1 million euros, and sold 538,852 shares for 32.4 million euros (j).

 

Note 21Dividends

For the 2023 fiscal year, an ordinary dividend of 2.85 euros per share was distributed to Shareholders on June 12, 2024, and an extraordinary dividend of 1.42 euro per share  on September 18, 2024.

For the 2022 fiscal year, an ordinary dividend of 2.56 euros per share was distributed to Shareholders on May 31, 2023.

Projected dividend

The Board of Directors, meeting on February 18, 2025, decided to propose at the Annual Shareholders’ Meeting to be held on May 20, 2025, the distribution of an ordinary dividend of 3.08 euros per share  for fiscal year 2024.

 

Note 22Exposure to market risks

22-1Counterpart risk

All financial instruments are set up with banking institutions awarded top ratings by international rating agencies, making counterparty risk very low. The minimum Standard & Poor’s long-term rating of the main banking counterparties is A-, the rating range being from A+ to A-.

Cash investment decisions are subject to strict counterparty risk assessment (both depositories and custodians). The majority of the portfolio as of December 31, 2024 is on investment grade-rated supports. Counterparty risk is estimated not significant as of December 31, 2024.

 

22-2Foreign exchange risk

See Note 24-2.

22-3Interest rate risk

See Note 24-3.

22-4Liquidity risk

The Group manages its equity such as to maintain a positive and liquid cash position, so as to be able to carry out its development and/or external growth strategy.

The excess cash and the funding needs of the Group are directly managed by the Treasury Department, following prudent guidelines that aim to preserve capital and to maintain a satisfactory liquidity position.

Excess cash is mainly invested in money market UCITS, negotiable debt securities,  bank deposits and cash equivalents whose volatility is below 0.5, with a recommended holding period of less than three months.

The more structural portion of the cash can be invested in money market funds with a holding period that can be in excess of six months.

The market value of mark-to-market securities is assessed twice a month by the Group Treasury Department and the target is to reach an average annual performance that outperforms the capitalized ESTER rate.

As of December 31, 2024, total investments managed by Group Treasury amounted to 133 million euros, divided between 116.7 million euros in term accounts in euros , and the equivalent of  16.9 million dollars  invested in interest-bearing cash accounts.

The outperforming objective of the ESTER rate was achieved in 2024.

BIC has also lowered its liquidity risk by setting up in 2020 a confirmed credit line of 200 million euros for a period of three years, which also secures a NeuCP program of 200 million euros, with an initial issuance in September 2020.

In 2023, this Revolving Credit Facility has been renewed for a further three years with the option to extend for  two years. During 2024, the NeuCP were regularly issued, based on the operating needs and the NeuCP BIC demand remain strong. The outstanding amount at 31 December 2024 is 101 million euros.

 

(in thousand euros)

December 31, 2023

December 31, 2024

Cash equivalents: marketable securities

235,573

245,170

Cash

232,143

210,865

CASH AND CASH EQUIVALENTS, EXCLUDING BANK OVERDRAFTS

467,716

456,035

  

22-5Credit risk

The Group’s credit risk is primarily attributable to its trade and other receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.

The Group has no significant concentration of credit risk, with exposure spread over a large number of customers.

Trade and other receivables comprise:

  • gross amounts receivable for the sale of goods as well as other receivables. These trade and other receivables are short-term assets, with maturity dates within 12 months;
  • an allowance for estimated unrecoverable amounts from the sale of goods. This allowance has been determined by reference to past default experience and based on the current economic environment. It is booked in a separate account.

The BIC Group considers that the carrying amount of trade and other receivables is close to their fair value. Receivables past due but not impaired are not significant at Group level as of December 31, 2024.

Maximum exposure to credit risk corresponds to the net booked value of financial assets in the balance sheet, including derivatives with positive market values (see table below):

 

Gross trade receivables

(in thousand euros)

Note

December 31, 2023

December 31, 2024

Not yet due or past due for less than 60 days

 

341,354

381,454

Past due for 60 to 90 days

 

5,065

7,820

Past due for 90 to 120 days

 

6,213

3,447

Past due for more than 120 days

 

20,678

19,877

Total gross trade receivables

 

373,309

412,598

Doubtful receivables

 

17,608

13,720

Total before allowance (A)

 

390,917

426,317

Allowance on trade receivables not yet due or past due for less than 60 days

 

(3,818)

(4,377)

Allowance on trade receivables past due for 60 to 90 days

 

(1,234)

(758)

Allowance on trade receivables past due for 90 to 120 days

 

(1,507)

(727)

Allowance on trade receivables past due for more than 120 days

 

(28,257)

(21,648)

Total allowance (B)

 

(34,816)

(27,510)

Of which allowance on specific trade receivables

 

(25,645)

(18,025)

Of which allowance on statistically calculated trade receivables

 

(9,170)

(9,485)

Other receivables (C)

 

47,404

57,565

TRADE AND OTHER RECEIVABLES – NET (A)+(B)+(C)

14

403,505

456,372

  

22-6Fair value of financial assets and liabilities
Accounting categories and fair value of financial instruments

 

December 31, 2024

 

 

Breakdown by category of instruments

Balance sheet items

(in thousand euros)

Notes

Balance sheet value

At fair value through the income statement

Derivative hedging instruments

Amortized cost (a)

Financial assets

 

918,880

258,843

3,209

656,828

Non-current

 

 

 

 

 

  • Derivative financial instruments

24

39

-

39

-

  • Other investments

 

132

132

-

-

Current

 

 

 

 

 

  • Trade and other receivables

14

456,372

10,409

-

445,963

  • Derivative financial instruments

24

3,170

-

3,170

-

  • Other current financial assets

 

3,132

3,132

-

-

  • Cash and cash equivalents

20

456,035

245,170

-

210,865

Financial liabilities

 

574,931

3,961

63,156

507,814

Non-current

 

 

 

 

 

  • Borrowings

16

167,505

-

-

167,505

  • Derivative instruments

24

47,783

-

47,783

-

  • Djeep earn-out clause

 

3,961

3,961

-

-

Current

 

 

 

 

 

  • Borrowings

16

167,392

-

-

167,392

  • Derivative instruments

24

15,373

-

15,373

-

  • Trade and other payables

14

172,917

-

-

172,917

  • The carrying amount of the financial instruments (assets) recognized at cost or amortized cost corresponds to a reasonable approximation of the fair value.

 

December 31, 2023

 

 

Breakdown by category of instruments

Balance sheet items

(in thousand euros)

Notes

Balance sheet value

At fair value through the income statement

Derivative hedging instruments

Amortized cost (a)

Financial assets

 

897,273

257,901

10,997

628,375

Non-current

 

 

 

 

 

  • Derivative financial instruments

24

790

-

790

-

  • Loans accorded to external partners

12

5,430

-

-

5,430

  • Other investments

 

77

77

-

-

Current

 

 

 

 

 

  • Trade and other receivables

14

403,505

12,703

-

390,802

  • Derivative financial instruments

24

10,207

-

10,207

-

  • Other current financial assets

 

9,548

9,548

-

-

  • Cash and cash equivalents

20

467,716

235,573

-

232,143

Financial liabilities

 

338,897

3,961

34,045

300,891

Non-current

 

 

 

 

 

  • Borrowings

16

46,804

-

-

46,804

  • Derivative instruments

24

30,250

-

30,250

-

  • Djeep earn-out clause

 

3,961

3,961

-

-

Current

 

 

 

 

 

  • Borrowings

16

109,385

-

-

109,385

  • Derivative instruments

24

3,795

-

3,795

-

  • Trade and other payables

14

144,703

-

-

144,703

  • The carrying amount of the financial instruments (assets) recognized at cost or amortized cost corresponds to a reasonable approximation of the fair value.

 

The valuation methods adopted for financial instruments are as follows:

  • Financial instruments other than derivatives recorded in the balance sheet:

The book values used are reasonable estimates of their market value except for marketable securities whose carrying values are determined based on the last known net asset values as of December 31, 2024.

  • Derivative financial instruments:

Market values are either those indicated by financial institutions or have been calculated by an external third-party on the basis of the last known closing prices as of December 31, 2024. They are consistent with the valuation reports provided by the financial institutions.

 

Fair value valuation method

The tables below set out the fair value method for valuing financial instruments, using the following three levels:

  • level 1 (quoted prices in active markets): money market UCITS and other current financial assets;
  • level 2 (observable inputs): derivatives – hedge accounting;
  • level 3 (non-observable inputs): only Virtual Power Purchase agreement.

 

Category of instruments

(in thousand euros)

December 31, 2024

Total

Level 1

Level 2

Level 3

At fair value through the income statement – Assets

258,843

258,843

-

-

Derivative hedges – Assets

3,209

-

3,209

-

Derivative hedges – Liabilities

63,156

-

16,248

46,908

 

In order to reduce its exposure to the risk of fluctuating market energy purchase prices, the Group hedges its future consumption needs in advance, and has entered into (and will 
continue to enter into) Virtual Power Purchase Agreements (VPPAs), which enable it to cover part of its energy needs on the basis of prices negotiated with suppliers for a given period.

As indicated in Note 24, a VPPA has been signed in Greece. The renewable energy production facilities underlying the agreements are managed by their respective operators. BIC has no right of determination or control over the use of the facilities. The benefits deriving from the VPPA agreements are made up of 2 components: a cash flow that depends, among other things, on the evolution of the spot price of electricity, and the certificates that BIC receives as proof of the origin of the electricity produced from renewable energies.

The difference between the contractually fixed price per MWh of electricity produced and the spot price of electricity at the time the electricity is produced is due between BIC and the operator on a monthly basis.

The contract is valued on the basis of an internal model based on unobservable market parameters. Given the uncertainties involved in valuing this contract, a level 3 classification has been adopted.

 

22-7Net income impact by category of instruments

Net income related to the different categories of financial assets and liabilities are as follows:

 

Nature of impact

(in thousand euros)

At December 31, 2023

At December 31, 2024

 

 

 

 

Total

At fair value through the income statement

Amortized cost (a)

Total

At fair value through the income statement

Amortized cost (a)

 

 

 

 

Interest income/(expense)

16,012

16,622

(610)

3,396

5,064

(1,668)

 

 

 

 

Translation

(11,380)

-

(11,380)

11,336

-

11,336

 

 

 

 

Net depreciation

790

-

790

7,305

-

7,305

 

 

 

 

TOTAL

5,422

16,622

(11,200)

22,037

5,064

16,973

 

 

 

 

  • The carrying amount of the financial instruments (assets) recognized at cost or amortized cost corresponds to a reasonable approximation of the fair value.

 

 

 

 

  

Note 23Share-based payments

The Group issues free shares with or without performance conditions and stock options to certain employees as compensation for services provided. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. This fair value on the vesting date is expensed over the vesting period, based on the Group’s estimate of the shares that will eventually be vested and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured using the method given below. The expected life used in the model has been adjusted, based on management’s best estimates, for the effect of non-transferability, exercise restrictions and behavioral considerations.

Share-based payments are booked in staff costs (see Note 4 “Operating expenses”- “Staff costs” item and in the lines of the income statement presented by functions).

23-1Free share allocations with performance conditions

From 2005 onwards, using the authorization granted by successive Annual Shareholders’ Meetings, the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, implemented a policy of performance share awards, subject to three-year performance conditions.

All performance share plan have been granted by Société BIC and shares are delivered to beneficiaries at the end of the vesting period.

The shares to be delivered by the current plans are existing shares.

The fair value of the free shares is the share price at the grant date adjusted for the present value of potential future dividends.

 

 

Plan no. 17

P2022

P2023

P2024

Annual Shareholders’ Meeting date

May 20, 2020

May 19, 2021

May 19, 2021

May 19, 2021

Board of Directors’ Meeting date

February 16, 2021

February 15, 2022

February 14, 2023

February 19, 2024

Grant

M

M

M

M

Number of beneficiaries

158

172

184

197

Number of free shares granted

244,181

240,156

194,037

205,968

Definitive grant date

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

Number of share grants definitively acquired at December 31, 2024 and transferred or to be transferred to beneficiaries by Société BIC

168,002

-

-

-

Delivery date of the shares by Société BIC to French or foreign beneficiaries

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

Total number of free share grants void as of December 31, 2024 (a)

76,179

56,713

39,134

19,125

Total number of free share grants vesting 
as of December 31, 2024

-

183,443

154,903

186,843

  • These free share grants were void due to beneficiaries leaving the Company or to a part of the performance conditions not being achieved.

M = Main

S = Secondary

 

Estimated fair value of shares granted and impact on the income statement

Grant date

Plans’ unit fair value
(in euros)

Expense/(income) booked in income statement (in thousand euros)

December 31, 2023

December 31, 2024

Feb. 11, 2020

58.30

819

-

Feb. 16, 2021

42.93

1,982

584

Feb. 15, 2022

42.57

2,469

1,644

Feb. 14, 2023

59.72

2,617

2,189

Feb. 19, 2024

55.27

-

2,339

TOTAL

-

7,886

6,755

23-2Free share allocations without performance conditions

As recommended by the Compensation and Nomination Committee, the Board of Directors decided to set up a policy of free share grants without performance conditions, rewarding employees selected by Management and key contributors during the year. The vesting period is three years and one month. Free shares are granted by Société BIC and delivered to employees still present at the expiry date of the vesting period.

These plans provide for the allocation of existing shares.

 

 

Plan no. F10

S2022

S2023

S2024

Annual Shareholders’ Meeting date

May 20, 2020

May 19, 2021

May 19, 2021

May 19, 2021

Board of Directors’ Meeting date

February 16, 2021

February 15, 2022

February 14, 2023

February 19, 2024

Number of beneficiaries

660

696

742

806

Number of free shares granted

137,322

118,947

102,959

96,794

Definitive grant date

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

Number of free share grants definitively acquired at December 31, 2024 and transferred or to be transferred to beneficiaries by Société BIC

103,434

163

119

-

Total number of free share grants void at December 31, 2024 (a)

33,888

29,892

17,587

7,531

Total number of free share grants still vesting at December 31, 2024

-

88,892

85,253

89,263

  • These free share grants were void due to beneficiaries leaving the Company.

 

Estimated fair value of shares granted and impact on the income statement

Grant date

Plans’ unit fair value – binomial model (in euros)

Expense/(income) booked in income
 statement (in thousand euros)

December 31, 2023

December 31, 2024

February 11, 2020

58.30

133

-

February 16, 2021

42.93

1,811

401

October 26, 2021

46.72

147

-

February 15, 2022

42.57

1,542

785

February 14, 2023

59.72

1,438

1,439

February 19, 2024

55.27

-

1,217

TOTAL

 

5,071

3,842

23-3Grant of stock option plans with performance conditions

In 2021, as recommended by the Remuneration Committee, and after approval of the Shareholders Meeting, the Board decided on a one-off grant of stock options for a limited number of the Group top executives. The options are on existing shares, with a vesting period of 5 years, subject to presence and performance conditions covering the same period.

 

Breakdown by plan

Achieving Horizon stock option plan

Annual Shareholders’ Meeting date

May 19, 2021

May 19, 2021

Board of Directors’ Meeting date

May 19, 2021

Dec. 9, 2021

Number of beneficiaries

14

2

Number of subscription options

1,224,500

170,000

Date from which options may be exercised

Feb. 28, 2026

Feb. 28, 2026

Exercise price (in euros) (a)

65

65

Number of options exercised as of December 31, 2024

-

-

Number of void options as of December 31, 2024

600,000

96,000

Number of remaining options as of December 31, 2024

624,500

74,000

  • No discount on the exercise price.

 

Assumptions for fair value calculation of stock options plans according to binomial model

 

Achieving Horizon stock option plan

Expected volatility

25.6%

Risk-free rate

-

Expected dividend yield

3.5%

Expected life in years

5

 

The Group recognized a profit for 0.75 million euros due to cancelling of 478 500 subscription options during 2024. As of December 31, 2024, the total fair value of options and shares granted amounts to 9.8 million euros. 

  

Note 24Financial instruments

Accouting policies

Financial assets and financial liabilities are recognized on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument.

  • Trade receivables

See Note 14.

  • Investments

In accordance with IFRS 9 “Financial Instruments”, investments are classified into one of the following three categories:

  • financial assets at fair value through profit or loss;
  • financial assets measured at amortized cost;
  • financial assets measured at fair value through other comprehensive income.

The classification determines the accounting treatment of these instruments. It is determined by the Group on the initial recognition date, based on the characteristics of the instrument and the management objective for which these assets were acquired. Purchases and sales of financial assets are recognized on the trade date, the date on which the Group is committed to buying or selling the asset. A financial asset is derecognized if the contractual rights to the cash flows associated with the financial asset expire or if the asset has been transferred.

1. Financial assets at fair value through profit or loss

Financial assets recognized at fair value through profit or loss are mainly financial assets for which the contractual cash flows do not only correspond to principal repayments and interest payments on the outstanding principal.

This category mainly includes UCITS and cash investments whose management and performance are based on fair value.

Changes in the value of these assets are recorded in the consolidated income statement. The net gains and losses of assets measured at fair value through profit or loss correspond to interest income, dividends and changes in fair value.

2. Financial assets measured at amortized cost

Financial assets are measured at amortized cost if their ownership is part of a business model aimed at receiving contractual cash flows corresponding solely to principal repayments and interest payments on the outstanding principal.

These instruments are initially recognized at fair value, then at amortized cost calculated using the effective interest rate method. Provisions are recorded in the consolidated income statement.

Net gains and losses on loans and receivables correspond to interest income and provisions.

3. Financial assets measured at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if their holding is part of an economic model that aims both to collect contractual cash flows, corresponding only to repayments of principal and interest payments on outstanding principal, and to the sale of financial assets.

This category includes debt securities that meet the contractual flow characteristics and management model set out above, as well as shares at fair value through equity on option.

  • Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term (less than three-months) highly liquid money market investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The application of IAS 7 has resulted in money market UCITS with a historical volatility over the last 12 months of above 0.50% being considered non-eligible as “Cash equivalents.” These items are now classified as “Other current financial assets.”

  • Financial liabilities and equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deduction of all its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

  • Bank borrowings

Interesting-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortized cost, using the effective interest rate method. Any difference between the proceeds (net of direct issue costs) and the settlement of redemption or borrowing is recognized in profit or loss over the term of the borrowing in accordance with this method.

  • Trade payables

See Note 14.

  • Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs.

  • Derivative financial instruments and hedge accounting

The Group’s activities expose it primarily to the financial risk of changes in foreign exchange and interest rates.

The Group uses derivative financial instruments (primarily over-the-counter foreign currency forward contracts and currency options) to hedge its risk associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, a technique the Group designates as cash flow hedges.

The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written guidelines on the use of financial derivatives consistent with the Group’s risk management strategy. The Group does not use derivative financial instruments for speculative purposes.

Measurement and presentation

Derivatives are initially recognized at fair value of received counterpart on the contract date and are remeasured to fair value at subsequent reporting dates. They are disclosed in the balance sheet in current assets and/or liabilities for the part within one year and in non-current assets and/or liabilities for the part beyond one year.

The fair value of over-the-counter forward exchange contracts and currency swaps is determined by discounting future cash flows, using closing-date market rates (exchange and interest rates).

The fair value of foreign exchange options is taken from the valuation reports provided by financial institutions and is determined using the interest rate curves, exchange rates as well as the volatility of each currency.

Counterparty risk was measured under IFRS 13 “Fair value measurement” and is not significant.

Hedge accounting

The treatment of derivatives designated as hedging instruments depends on the type of hedging relationship:

  • cash flow hedge;
  • hedge of a net investment in a foreign operation.

The Group clearly identifies the hedging instrument and the hedged item as soon as the hedge is set up, and formally documents the hedging relationship stating the hedging strategy, the risk hedged and the method used to determine the effectiveness of the hedge. This documentation is subsequently updated, such that the effectiveness of the designated hedge can be demonstrated.

Hedge accounting uses specific measurement and recognition methods for each category of hedge:

  • cash flow hedges: no adjustment is made to the value of the hedged item; only the hedging instrument is adjusted to fair value. The counterpart of this adjustment is recorded, net of taxes, in equity. The cumulative amount included in equity is transferred to the income statement when the hedged item has an impact on net income. 
  • If the cash flow hedge of a commitment or forecasted transaction results in the recognition of a non-financial asset or a liability, then, at the time the asset or liability is recognized, the associated gains or losses on the derivative that had previously been recognized in equity are included in the initial carrying amount of the non-financial asset or liability. 
  • For foreign exchange derivatives, changes in the time value of options and changes in premiums/deferrals are also recorded in other comprehensive income.
  • For hedges that do not result in the recognition of an asset or a liability, amounts transferred to equity are recognized in the income statement in the same period in which the hedged item affects net income.
  • Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument initially recognized directly in equity while the hedge was effective, is retained in equity until the forecast transaction occurs.
  • The Group no longer uses hedge accounting if the commitment or forecast transaction is no longer expected to occur, and the net cumulative gain or loss recognized in equity is transferred to profit or loss for the period;
  • hedge of net investment in a foreign operation: the hedging instrument is adjusted to fair value. Following this adjustment, the change in fair value attributable to the hedged exchange risk is recorded, net of taxes, in equity. The cumulative amount included in equity is transferred to the income statement at the date of liquidation or sale of the net investment.

Derivatives embedded in other financial instruments or other non-financial host contracts are treated as separate derivatives when their risks and financial characteristics are not closely related to those of the host contract and the hybrid instrument is not carried at fair value with gains or losses reported in profit or loss. The BIC Group did not carry out any such transactions over the past three years.

  • Fair value hierarchy

Financial instruments measured at fair value are classified within three fair value levels (IFRS 13):

  • level 1: quoted prices in active markets for identical assets or liabilities;
  • level 2: directly or indirectly observable inputs other than quoted prices included within level 1;
  • level 3: non-observable inputs.

 

24-1Derivatives and hedge accounting

The financial risk management is mainly concentrated at the Société BIC level and managed and/or coordinated by the Group Treasury.

This department is not a profit center.

Group Treasury has ongoing contact with subsidiaries and collects information throughout the year to identify, follow and lead risk management.

Regarding foreign exchange risk, the Group policy consists in hedging the net position currency by currency on a yearly basis. Buyer and seller positions are aggregated and the determined net nominal is hedged on the market.

Depending on the fluctuation of the foreign exchange market, Group Treasury can speed up the hedging pace in order to benefit from favorable trends or slow it down so as not to fix too early a rate. All the positions are constantly monitored in real-time by the Group Treasury, which has the necessary information and analytical tools. An update of all the positions is transmitted to management each month and detailed by currency, product (forward, option, etc.), and purpose (commercial flows or net investments).

In case of local constraints that would not permit the centralization at optimum conditions for BIC, the hedges are performed locally under the strict control of Group Treasury.

24-2Foreign exchange risk

To manage its exchange rate exposure, the Group uses forward foreign currency contracts, currency swaps and currency options. Forward foreign currency contracts are recognized as hedges insofar as they are designated as such. These hedges may cover the net investment of the Group in certain foreign entities, foreign currency receivables or debts, or budgets in foreign currency.

As Group cash is centralized, Société BIC holds current accounts with its main subsidiaries. 

With the exception of the US dollar, the currencies managed by Société BIC as part of its cash-pooling operations are regularly swapped against the euro in order to contribute to the Group's liquidity requirements. During 2024, the residual excess euro liquidity was invested almost exclusively in bank deposits paying overnight interest at a rate at least equivalent to the ESTER. This is the case for positions carried forward to December 31, 2024. 

In addition, the dollar liquidity that participated in the short-term swap activity is now kept in dollars and invested as such in short-term investment products directly denominated in dollars. 

Every day, Group Treasury adjusts the liquidity situation of the current accounts, excluding the U.S. dollar, which derives from the currency swaps realized on the market. This strategy, even though it uses exchange instruments, cannot be considered as a full foreign exchange risk management hedging program, as there is no definitive translation of bank accounts. It only relates to optimization of funding by BIC through foreign liquidity management.

24-3Interest rate risk

As of December 31, 2024, the outstanding financial liabilities at variable rate and unhedged, amounts 269.9 million euros. This position comprises NeuCP for 101 million euros and with an average maturity of two months, and various facilities, of which the main amounts 150 million euros, repayable by annual straight-line depreciation over five years. 

 

24-4Impact of risk hedging on the consolidated financial statements as of December 31, 2024

The following amounts have been booked as the fair value of derivatives as of December 31, 2024 :

 

Derivative instruments and revaluation

(in thousand euros)

Hedge qualification/
hedged risk

Net financial Income/
(expense) – Note 6

Income from operations – Note 4

Other comprehensive income before tax (a)

Current assets (b)

Non-current assets

Current Liabilities

Non-current Liabilities

 

 

 

 

 

 

 

Commercial flows

Cash flow hedge/ foreign exchange risk

(316)

(3,453)

(15,012)

2,956

39

(13,974)

(875)

 

 

 

 

 

 

 

Energy derivative intrument

Cash flow hedge

(304)

(15,531)

(1,216)

-

-

-

(46,908)

 

 

 

 

 

 

 

Dividends

Net investment/ foreign exchange risk

-

-

(526)

-

-

(1,312)

-

 

 

 

 

 

 

 

Subtotal (1)

 

(620)

(18,984)

(16,754)

2,956

39

(15,286)

(47,783)

 

 

 

 

 

 

 

Revaluation of cross- currency swaps backed by cash positions in foreign currencies

At fair value through P&L/foreign exchange risk

127

-

-

213

-

(87)

-

 

 

 

 

 

 

 

Subtotal (2)

 

127

-

-

213

-

(87)

-

 

 

 

 

 

 

 

TOTAL 1+2

 

(493)

(18,984)

(16,754)

3,170

39

(15,373)

(47,783)

 

 

 

 

 

 

 

  • This corresponds to the market value of hedging instruments in the portfolio at December 31, 2024 restated for the reversal of the market value of the portfolio of hedging instruments as of December 31, 2023.
  • Including options not yet exercised held by BIC representing current assets for 502 thousand euros.

 

 

 

 

 

 

 

24-5Impact of risk hedging on the consolidated financial statements as of December 31, 2023

The following amounts have been booked as the fair value of derivatives as of December 31, 2023 :

 

Derivative instruments and revaluation

(in thousand euros)

Hedge qualification/
hedged risk

Net financial Income/
(expense) – Note 6

Income from operations – Note 4

Other comprehensive income before tax (a)

Current assets (b)

Non-current assets

Current Liabilities

Non-current Liabilities

 

 

 

 

 

 

 

Commercial flows

Cash flow hedge/ foreign exchange risk

402

1,487

67

10,175

790

(2,977)

(392)

 

 

 

 

 

 

 

Energy derivative intrument

Cash flow hedge

(3,335)

-

(13,341)

-

-

-

(29,857)

 

 

 

 

 

 

 

Dividends

Net investment/ foreign exchange risk

-

-

446

-

-

(786)

-

 

 

 

 

 

 

 

Subtotal (1)

 

(2,933)

1,487

(12,828)

10,175

790

(3,763)

(30,250)

 

 

 

 

 

 

 

Revaluation of cross- currency swaps backed by cash positions in foreign currencies

At fair value through P&L/foreign exchange risk

74

-

-

32

-

(33)

-

 

 

 

 

 

 

 

Subtotal (2)

 

74

-

-

32

-

(33)

-

 

 

 

 

 

 

 

TOTAL 1+2

 

(2,859)

1,487

(12,828)

10,207

790

(3,795)

(30,250)

 

 

 

 

 

 

 

  • This corresponds to the market value of hedging instruments in the portfolio at December 31, 2023 restated for the reversal of the market value of the portfolio of hedging instruments as of December 31, 2022.
  • Including options not yet exercised held by BIC representing current assets for 817 thousand euros.

 

 

 

 

 

 

 

In November 2023, BIC signed a physical Power Purchasing Agreement (PPA) as part of our sustainability strategy to meet our climate targets. Under the terms of this contract, BIC is committed to purchasing 35 GWh at a fixed price for a 15‑year period from 2024 to 2039.

This contract had no material impact on the Group's financial statements as of December 31, 2023. As of December 31, 2024, the application of IFRS 9 leads to the recognition of the change in fair value of -5.5 millions euros which is recorded in the income statement (cost of goods).

In November 2022, our Greek subsidiary BIC Violex signed a Virtual Power Purchasing Agreement (VPPA) as part of our sustainability strategy to meet our climate targets.

Under the terms of this contract, BIC Violex is committed to purchasing 55 GWh at a fixed price, for a 15-year period from 2024 to 2039.

A VPPA is structured as a financial product linked to the price of electricity ; the contract, or part of it, meets the definition of a financial derivative within the meaning of IFRS 9 (settled on a net basis and not giving rise to a physical delivery of electricity).

This contract, which reduces the Group's exposure to fluctuations in energy prices, has been classified as a cash flow hedge. This qualification is based in particular on the following observations:

The tables below set out the fair value method for valuing financial instruments, using the following three levels:

  • strong correlation expected between the cost of supplying energy to the Group's Greek assets and the contract's future cash flows;
  • high visibility of future electricity consumption by the Greek assets, corroborating the highly probable nature of the cash flows hedged.

The application of IFRS 9 leads to the recognition of:

  • an asset of 42 million euros at November 4, 2022 in respect of the fair value of the contract at inception. This amount is offset by a provision for the Day One Gain of 42 million euros, which will be reversed through the income statement on a straight‑line basis from the asset's production start‑up date;
  • a change in fair value of -13 million euros at December 31, 2022;
  • an additional -16.7 million euros change in fair value at December 31, 2023, the effective portion of which is recorded in the statement of comprehensive income (-13.3 million euros) and the ineffective portion in net financial expense (-3.4 million euros);
  • an additional 1.5 million euros change in fair value at December 31, 2024, the effective portion of which is recorded in the statement of comprehensive income (-1.2 million euros) and the ineffective portion in net financial expense (-0.3 million euros);

At October 1, 2024, the expected correlation between the cost of supplying energy to the Group's Greek assets and the contract's future cash flows had slowly declined. The Group has therefore derecognized the cash flow hedge. Fourth-quarter variations amounting to -10.1 million euros have been recognized in the income statement (cost of goods).

Principal valuation parameters are a long term curve of electricity prices, derived from data of listed market EEX and extrapolated on a linear basis, and a seasonality factor based on historical observations. 

 

 

24-6Portfolio of foreign exchange risk hedges as of December 31, 2024

To cover its future cash flows, BIC had the following hedges as of December 31, 2024:

 

Maturity

Hedge

Forward

Currency

Purchase of options

Sale of options

Currency

2025

USD/EUR

312,500,000

USD

5,000,000

10,000,000

USD

 

USD/CAD

10,000,000

USD

10,000,000

15,000,000

USD

 

USD/AUD

2,000,000

USD

2,000,000

3,000,000

USD

 

GBP/EUR

12,000,000

GBP

-

-

-

 

AUD/EUR

19,000,000

AUD

10,000,000

14,000,000

AUD

 

CHF/EUR

5,500,000

CHF

 

 

CHF

 

EUR/MXN

2,500,000

EUR

-

-

-

 

JPY/EUR

1,050,000,000

JPY

300,000,000

350,000,000

JPY

 

CAD/EUR

13,000,000

CAD

7,000,000

9,500,000

CAD

 

NZD/EUR

-

NZD

5,000,000

6,000,000

NZD

 

PLN/EUR

42,000,000

PLN

-

-

-

 

USD/MXN

(4,000,000)

USD

-

-

-

 

SEK/EUR

(5,000,000)

SEK

-

-

-

 

USD/NZD

500,000

USD

-

-

-

2026

CHF/EUR

3,000,000

CHF

1,000,000

1,500,000

CHF

 

CAD/EUR

2,000,000

CAD

-

-

-

 

JPY/EUR

500,000,000

JPY

-

-

-

 

USD/EUR

40,000,000

USD

-

-

-

 

Regarding the needs for 2025, as of December 31, 2024, the EUR/USD parity was the most exposed, in amount of 320 million U.S. dollars. This exposure was more than 95% hedged as of December 31, 2024 and related cash flows will occur in 2025.

Net income and equity sensitivity to a variance of +/-1% EUR/USD on balance sheet items as of December 31, 2024, as defined in IFRS 7, is not considered to be significant for the Group.

As of December 31, 2023, regarding the 2024 exposure, the EUR/USD parity was the most exposed, in the amount of 340 million U.S. dollars. This exposure was more than 95% hedged as of December 31, 2023 and related cash flows took place in 2024.

 

24-7Main balance sheet items declared in foreign currencies

Regarding the balance sheet items, the weight of the different currencies is as follows as of December 31, 2024 for the main items:

 

(in thousand euros)

Total

EUR

Translated from USD

Translated from BRL

Translated from MXN

Translated from INR

Translated from GBP

Other

Net property, plant and equipment

609,985

360,648

74,710

39,517

65,311

13,581

4,249

51,969

Net goodwill

399,082

108,035

145,261

1

-

-

125,787

19,998

Cash and cash equivalents (excluding bank overdrafts)

456,035

140,168

149,712

40,973

23,751

564

2,055

98,812

Employee benefit obligations

(57,387)

(21,276)

(33,908)

-

(6,221)

(446)

-

4,464

   

Note 25Related parties

Pursuant to IAS 24, BIC Group considers the following to be related parties:

25-1Consolidated subsidiaries

Transactions between the parent company and its subsidiaries as well as transactions between subsidiaries are eliminated through the consolidation process.

25-2Members of the Board of Directors and of the Executive Committee

Transactions concluded in 2024 with members of the Board of Directors and of the Executive Committee are as follows:

 

(in thousand euros)

Expenses

Short-term employee benefits

8,350

Post-employment benefits

49

Other long-term benefits

123

Termination benefits

1,715

Share-based payments

3,476

TOTAL TRANSACTIONS

13,713

 

Directors’ fees are not included in the above table and are disclosed under Corporate Governance – section 4.2.3 "Remuneration and benefits paid or allocated for FY2024 to non-executive corporate offiers and directors".

25-3Companies in which a member of the Board of Directors or of the Executive Committee has a significant voting right

As of December 31, 2024, no such related parties were identified.

  

Note 26Off-balance sheet items

The following schedule summarizes the sureties, deposits and guarantees for the Group. The Group does not bear any other pledge of assets or registered shares.

26-1Sureties, deposits and guarantees received

 

Due

December 31, 2024

December 31, 2023

 

 

 

 

(in thousand euros)

< 1 year

1 to 5 years

> 5 years

 

 

 

 

Guarantees for credit lines

206,404

-

-

206,404

212,322

 

 

 

 

TOTAL

206,404

-

-

206,404

212,322

 

 

 

 

 

As of December 31, 2024, the guarantees for credit lines mainly relate to Société BIC for the 200 million euros RCF and its subsidiaries in India and Turkey for 6.4 million euros.

As of December 31, 2023, the guarantees for credit lines mainly related to Société BIC for the 200 million euros RCF and its subsidiaries in India, Kenya and Turkey for 12.3 million euros.

26-2Sureties, deposits and guarantees issued

(in thousand euros)

Due

December 31, 2024

December 31, 2023

< 1 year

1 to 5 years

> 5 years

Trade guarantees

-

341

-

341

19

Sureties and deposits

-

8,807

-

8,807

13,396

Other guarantees and commitments

46

26

-

73

122

TOTAL

46

9,174

-

9,220

13,537

26-3Lease arrangements

(in thousand euros)

December 31, 2023

December 31, 2024

Rentals recognized as an expense on the period in application of the exemptions of IFRS 16

1,098

1,699

 

At the balance sheet date, the BIC Group has outstanding commitments under leases exempted from IFRS 16, which fall due as follows:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Within one year

956

1,234

In the second to fifth years inclusive

67

17

Beyond five years

-

 

TOTAL

1,023

1,250

  

Note 27Contingent liabilities

As of December 31, 2024, neither Société  BIC nor its subsidiaries were aware of any contingent liabilities.

Contingent liabilities are defined by IAS 37 as follows:

  • possible obligations whose existence will be confirmed by uncertain future events that are not wholly within the control of the entity;
  • obligations that are not recognized because:
    • settlement, involving an outflow representing economic benefits, is not probable, or
    • their amount cannot be measured reliably.

 

Note 28Consolidated subsidiaries

The main operating companies at December 31, 2024, are as follows:

 

Name of subsidiary

Place of incorporation (or registration) and operation

Main Shareholders

Percentage ownership interest (direct or indirect)

Principal activity

Fully consolidated subsidiaries

 

 

 

 

FRANCE

 

 

 

 

BIC Assemblage SARL

Clichy

Société BIC SA

100%

Delivery of services

BIC Services SASU

Clichy

Société BIC SA

100%

Delivery of services

BIMA 83 SASU

Clichy/Cernay

Société BIC SA

100%

Manufacturing of consumer products

Société du Briquet Jetable 75 SASU

Clichy/Redon

Société BIC SA

100%

Manufacturing of consumer products

DAPE 74 Distribution SASU

Clichy

Société BIC SA

100%

Distribution of consumer products

BIC Technologies SA

Clichy/Montévrain

Société BIC SA

100%

Industrial equipments production

BIC Rasoirs SASU

Verberie

Société BIC SA

100%

Manufacturing of consumer products

BIC Conté SASU

Samer

Société BIC SA

100%

Manufacturing of consumer products

BIC Graphic France SASU

Clichy

Société BIC SA

100%

Distribution of consumer products

BIC Écriture 2000 SASU

Clichy/Montévrain

Société BIC SA

100%

Manufacturing of consumer products

Sibjet Technologies SNC

Guidel

Société BIC SA

100%

Manufacturing of consumer products

Djeep SASU

Clichy

Société BIC SA

100%

Distribution of consumer products

Advanced Magnetic Interaction, AMI SASU 

Grenoble

Société BIC SA

100%

Manufacturing of consumer products

 

 

 

 

 

EUROPE

 

 

 

 

BIC Deutschland GmbH & Co. OHG

Germany

BIC Erzeugnisse GmbH

100%

Distribution of consumer products

BIC (Austria) Vertriebsgesellschaft mbH

Austria

Société BIC SA

100%

Distribution of consumer products

BIC Belgium SA

Belgium

Société BIC SA

100%

Distribution of consumer products

BIC Services Sofia EOOD

Bulgaria

Société BIC SA

100%

Delivery of services

BIC Iberia SAU

Spain

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC Graphic Europe SA

Spain

BIC Iberia SAU

100%

Manufacturing and distribution of consumer products

BIC Violex SA

Greece

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC (Ireland) Limited

Ireland

Société BIC SA

100%

Distribution of consumer products

BIC Italia SPA

Italy

Société BIC SA

100%

Distribution of consumer products

BIC Kazakhstan

Kazakhstan

Société BIC SA

100%

Distribution of consumer products

BIC Netherlands B.V.

Netherlands

Société BIC SA

100%

Distribution of consumer products

BIC Polska SP ZOO

Poland

Société BIC SA

100%

Distribution of consumer products

BIC Portugal SA

Portugal

Société BIC SA

100%

Distribution of consumer products

BIC (Romania) Marketing & Distribution SRL

Romania

Société BIC SA

100%

Distribution of consumer products

BIC UK Ltd.

United Kingdom

Société BIC SA

100%

Distribution of consumer products

Tangle Teezer Ltd

United Kingdom

Dragon Bidco Limited

100%

Distribution of consumer products

Dragon Bidco Limited

United Kingdom

Dragon Midco Limited

100%

Holding company

Dragon Midco Limited

United Kingdom

Dragon Topco Limited

100%

Holding company

BIC CIS

Russia

Société BIC SA

100%

Distribution of consumer products

BIC Slovakia s.r.o.

Slovakia

Société BIC SA

100%

Distribution of consumer products

BIC Nordic AB

Sweden

Société BIC SA

100%

Distribution of consumer products

Société BIC (Suisse) SA

Switzerland

Société BIC SA

100%

Distribution of consumer products

BBT International SA

Switzerland

BIC Advanced Technologies SA

100%

Prestations de services

BIC Pazarlama Ltd. Sti.

Turkey

Société BIC SA

100%

Distribution of consumer products

BIC Ukraine CA

Ukraine

Société BIC SA

100%

Distribution of consumer products

NORTH AMERICA

 

 

 

 

BIC Inc.

Canada

BIC CORPORATION

100%

Distribution of consumer products

Inkbox Ink Incorporated 

Canada

Société BIC SA

100%

Distribution of consumer products

BIC CORPORATION

United States

Société BIC SA

100%

Holding company

BIC USA Inc.

United States

BIC CORPORATION

100%

Distribution of consumer products

BIC Consumer Products Manufacturing Co. Inc.

United States

BIC USA Inc.

100%

Manufacturing of consumer products

SLS Insurance Company

United States

BIC CORPORATION

100%

Insurance company

Rocket  Innovations, Inc.

United States

BIC CORPORATION

100%

Distribution of consumer products

BIC International Co.

United States

Société BIC SA

100%

Delivery of services

SWISS MISS SHOP LLC

United States

BIC CORPORATION

100%

Distribution of consumer products

Inkbox Ink America 

United States

Inkbox Ink Incorporated

100%

Distribution of consumer products

Tangle Teezer Inc.

United States

Tangle Teezer Ltd

100%

Distribution of consumer products

 

 

 

 

 

OCEANIA

 

 

 

 

BIC Australia Pty. Ltd.

Australia

Société BIC SA

100%

Distribution of consumer products

BIC (NZ) Ltd.

New Zealand

Société BIC SA

100%

Manufacturing and distribution of consumer products

 

 

 

 

 

LATIN AMERICA

 

 

 

 

BIC Argentina SA

Argentina

Société BIC SA

100%

Distribution of consumer products

BIC Amazonia SA

Brazil

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC Ecuador (ECUABIC) SA

Ecuador

BIC Amazonia SA

100%

Manufacturing and distribution of consumer products

BIC de Guatemala SA

Guatemala

BIC CORPORATION

100%

Distribution of consumer products

No Sabe Fallar SA de CV

Mexico

BIC CORPORATION

100%

Manufacturing and distribution of consumer products

Industrial de Cuautitlan SA de CV

Mexico

BIC CORPORATION
No Sabe Fallar SA de CV

100%

Manufacturing and distribution of consumer products

BIC Uruguay SA

Uruguay

BIC Amazonia SA

100%

Distribution of consumer products

 

 

 

 

 

ASIA

 

 

 

 

BIC Stationery (Shanghai) Co. Ltd.

China

Société BIC SA

100%

Distribution of consumer products

BIC (Nantong) Plastic Products Co., Ltd.

China

Société BIC SA

100%

Manufacturing of consumer products

BIC Cello (India) Pvt. Ltd.

India

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC Japan Co. Ltd.

Japan

Société BIC SA

100%

Distribution of consumer products

BIC Product (Asia) Pte. Ltd.

Singapore

Société BIC SA

100%

Distribution of consumer products

BIC Technologies Asia Limited

Hong-Kong

Société BIC SA

100%

Manufacturing of consumer products

Inkbox Japan

Japan

Inkbox Ink Incorporated

100%

Distribution of consumer products

 

 

 

 

 

MIDDLE-EAST AND AFRICA

 

 

 

 

BIC (South Africa) (Pty.) Ltd.

South Africa

BIC Holdings Southern Africa (Pty.) Ltd.

100%

Manufacturing and distribution of consumer products

BIC Holdings Southern Africa (Pty.) Ltd.

South Africa

BIC UK Ltd.

100%

Holding company

Société BIC Côte d’Ivoire SASU 

Ivory Coast

Société BIC SA

100%

stribution of consumer products

BIC Middle East FZ-LLC

Dubai

Société BIC SA

100%

Distribution of consumer products

BIC Middle East Trading FZE

Dubai

Société BIC SA

100%

Distribution of consumer products

BIC EAST AFRICA Limited

Kenya

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC Maroc SARL

Morocco

Société BIC SA

100%

Distribution of consumer products

Lucky Stationary Nigeria Ltd

Nigeria

Société BIC SA

100%

Distribution of consumer products

Lucky Stationary FZE

Nigeria

Société BIC SA

100%

Manufacturing and distribution of consumer products

BIC Bizerte

Tunisia

Société BIC SA

100%

Manufacturing of consumer products

BIC Zambia Ltd.

Zambia

BIC Holdings Southern Africa (Pty.) Ltd.

100%

Distribution of consumer products

   

Note 29Auditors’ fees

Annual fees paid by the Group to the Statutory Auditors’ and members of their networks are as follows:

 

(in thousand euros)

Grant Thornton

EY

Amount 
(excluding VAT)

%

Amount
 (excluding VAT)

%

2023

2024

2023

2024

2023

2024

2023

2024

Audit

 

 

 

 

 

 

 

 

Statutory audit, certification, review of statutory and consolidated financial statements

 

 

 

 

 

 

 

 

  • Issuer

160

198

17%

14%

355

464

20%

27%

  • Fully consolidated subsidiaries

721

798

77%

57%

1,204

1,234

68%

73%

Other due diligence and services directly linked to the Statutory Auditors’ mission

 

 

 

 

 

 

 

 

  • Issuer

-

344

-

25%

180

3

10%

0%

  • Fully consolidated subsidiaries

58

58

6%

4%

-

-

-

-

Subtotal

939

1,398

100%

100%

1,739

1,701

98%

100%

Other network services for the fully consolidated subsidiaries

 

 

 

 

 

 

 

 

  • Legal, tax, labor-related

-

-

-

-

30

-

2%

-

Subtotal

-

-

-

-

30

-

2%

-

TOTAL

939

1,398

100%

100%

1,739

1,701

100%

100%

 

6.2.Statutory Auditors’ Report on the consolidated financial statements

 

Year ended December 31, 2024 

 

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 Société Bic Annual General Meeting 

I.Opinion

In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial statements of Société Bic for the year ended December 31, 2024. 

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union 

The audit opinion expressed above is consistent with our report to the Audit Committee 

II.Basis for opinion

Audit framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. 

Independence

We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from January 1st, 2024 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014. 

III.Justification of assessments – Key audit matters

In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks. 

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements. 

Assessing the recoverable amount of goodwill

(Note 10 "Goodwill" to the consolidated financial statements)

 

 

Risk identified

 

Our answer

At December 31, 2024, the net book value of goodwill amounted to 399 082 thousand euros, representing a balance sheet total of 2 834 556 thousand euros. These assets are allocated to cash-generating units (CGUs) representing the most detailed level at which they are monitored at Group level. Goodwill is not amortized, but tested for impairment whenever there is an indication that it may be impaired, and at least once a year, as described in note 10 to the consolidated financial statements. 

The methodology used for goodwill impairment testing consists mainly in comparing the recoverable amount of each CGU with its net book value, as defined in note 10 to the consolidated financial statements. 

As part of our audit, we considered the assessment of the recoverable amount of goodwill as a key audit issue for the following reasons: 

  • the value of goodwill is material in the consolidated financial statements; 
  • the determination of the recoverable amount of goodwill is usually based on discounted future cash flow forecasts that depend on the economic environment, and involves significant judgments and estimates on the part of management. 

 

We have reviewed the method used by management to determine the recoverable amount of each CGU, in order to assess its compliance with IAS 36. 

Together with asset valuation experts from the audit team, we assessed the key assumptions used by management in determining recoverable amounts. In particular,we: 

  • reconciled the items taken into account in the impairment tests for each group of CGUs with the consolidated financial statements; 
  • compared the key assumptions used to determine the value in use of each CGU with external market data, in particular the discount rate and growth rate assumptions for the markets in which your Group companies operate; 
  • analysed the consistency of forecasts with past performance and assessed the main assumptions underlying the budget estimates used in the cash flow valuation models through discussions with management and in the light of the market outlook; 
  • verified the arithmetical accuracy of the valuation model’s calculations, and reconciled the main data from the discounted future cash flow projections included in the impairment tests with the strategic plan validated by management; 
  • performed sensitivity calculations on the values in use determined by management, notably by varying the discount rate and EBITDA level to assess their impact. 

We have also assessed the appropriateness of the information relating to goodwill presented in the notes to the consolidated financial statements. 

IV.Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information relating to the Group given in the Board of directors’ management report, as required by law and regulations. 

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. 

V.Report on Other Legal and Regulatory Requirements

Format of preparation of the consolidated financial statements intended to be included in the annual financial report

We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the Directeur Général Délégué responsibility, complies with the single electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated financial statements, our work includes verifying that the tagging thereof complies with the format defined in the above-mentioned regulation. 

On the basis of our work, we conclude that the preparation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. 

We have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work. 

Appointment of the Statutory Auditors

We were appointed as statutory auditors of Société BIC by the annual general meeting held on May 23, 2007 for GRANT THORNTON and May 16, 2023 for ERNST & YOUNG Audit. 

As at December 31, 2024, GRANT THORTON was in the eighteenth year of total uninterrupted engagement and ERNST & YOUNG Audit in the second year. 

VI.Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. 

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. 

The consolidated financial statements were approved by the Board of Directors. 

VII.Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements 

Objectives and audit approach

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these consolidated financial statements. 

As specified in Article L. 82155 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. 

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: 

Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and financial reporting procedures that we have identified. 

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. 

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France as set out in particular in Articles L. 82127 to L. 82134 of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. 

 

Neuilly-sur-Seine and Paris La Défense, on March 26, 2025 

The Statutory Auditors

French original signed by

 

Grant Thornton

French Member of Grant Thornton International

Virginie Palethorpe

ERNST & YOUNG Audit

 

Jeremy Thurbin

 

6.3.Parent company financial statements of Société BIC (French Gaap)

 

 

1. Income statement

(In thousand euros)

Notes

December 31, 2023

December 31, 2024

Net sales

11

777,194

750,133

Operating grants

 

15

33

Reversal of depreciation, amortization and provisions, transfer of charges

 

34,961

31,303

Other income

12

89,056

114,686

Total operating income

 

901,227

896,155

Purchases of goods and changes in inventories

 

(481,000)

(498,443)

Purchases of raw materials, other supplies and changes in inventories

 

(30,399)

(18,491)

Other external purchases and charges

 

(251,054)

(236,737)

Taxes, levies and similar payments

 

(2,278)

(2,324)

Payroll costs

13

(517)

(598)

Depreciation, amortization and provisions

 

(37,126)

(37,275)

Other expenses

 

(10,321)

(3,920)

Total operating expenses

 

(812,695)

(797,789)

NET OPERATING INCOME

 

88,532

98,367

NET FINANCIAL INCOME

14

197,057

55,702

NON-RECURRING INCOME AND EXPENSES

15

5,334

(14,389)

Income tax expense

16 to 18

(24,376)

(23,612)

NET INCOME

 

266,546

116,068

2. Balance sheet

Assets

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Net

Gross

Deprec., amort. and provisions

Net

Research and development expenses

 

-

1,745

(1,745)

-

Patents and similar rights

 

46,550

90,923

(48,269)

42,654

Intangible assets

3, 4, 10

46,550

92 668

(50 014)

42 654

Land

 

1,113

1,351

(465)

885

Buildings

 

1,744

13,446

(11,709)

1,738

Industrial fixtures and equipment

 

2,523

17,450

(15,672)

1,778

Other property, plant and equipment

 

3,640

4,000

(615)

3,385

Fixed assets under construction

 

498

198

-

198

Property, plant and equipment

3, 4, 10

9,519

36 446

(28 461)

7 984

Equity investments

22

1,265,497

1,807,671

(398,007)

1,409,664

Other investments

 

2,715

2,715

-

2,715

Other long-term investments

 

27,925

1,492

-

1,492

Long-term investments

3

1,296,137

1,811 878

(398 007)

1 413 871

Non-current assets

 

1,352,206

1 940 992

(476 481)

1 464 509

Raw materials and supplies

 

1,109

1,003

-

1,003

Work-in-process goods

 

-

-

-

-

Goods

 

44,726

39,724

(1,130)

38,594

Inventories

 

45,835

40,727

(1,130)

39,597

Advances and prepayments

 

1,258

819

-

819

Trade receivables and related accounts

5, 6, 10

180,524

173,516

(7,201)

166,315

Other receivables

5, 6, 10

241,097

281,596

(8,434)

273,163

Short-term financial investments

7

137,101

117,636

-

117,636

Marketable securities

 

-

25,663

-

25,663

Cash and cash equivalents

 

53,266

21,568

-

21,568

Prepaid expenses

5

3,294

3,947

-

3,947

Loan issuance costs to be deferred

 

711

935

-

935

Unrealized losses from foreign exchange

8

897

1,710

-

1,710

Current assets

 

663,981

668,118

(16,764)

651,354

TOTAL ASSETS

 

2,016,187

2,609,110

(493,246)

2,115,862

Liabilities & Shareholders’ equity

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Share capital

 

161,474

158,993

Share issue premiums, merger contributions

 

144,165

144,165

Legal reserve

 

22,410

22,410

General reserve

 

180,710

180,744

Retained earnings

 

560,058

611,101

Net income for the year

 

266,546

116,068

Shareholders’ equity

9

1,335,363

1,233,481

Provisions for contingencies and losses

10

35,488

37,447

Provisions for contingencies and losses

 

35,488

37,447

Bank borrowings (Bank overdraft)

5

1,198

1,547

Other borrowings

5

484,323

688,434

Financial liabilities

 

485,520

689,982

Trade payables and related accounts

5, 6

142,228

138,131

Tax and employee-related liabilities

5

7,652

8,753

Other liabilities

5

9,105

6,805

Operating liabilities

 

158,986

153,689

Unrealized gains from foreign exchange

 

828

1,264

Liabilities

 

645,335

844,934

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY

 

2,016,187

2,115,862

3. Cash flow statement

(in thousand euros)

Notes

December 31, 2023

December 31, 2024

Operating activities

 

 

 

Net income

 

266,546

116,068

Merger gain

 

(123,307)

(21)

Dividends received

14

(119,216)

(102,756)

Depreciation, amortization and provisions on non-current assets

 

32,420

67,290

(Gain)/Loss on the disposal of fixed assets

 

1,054

23

Gross cash flow from operating activities

 

57,498

80,604

(Increase)/Decrease in net current working capital

 

(31,020)

22,919

NET CASH FLOW FROM OPERATING ACTIVITIES

 

26,478

103,523

Investing activities

 

 

 

Dividends received from subsidiaries

14

119,216

102,756

Proceeds from disposals of property, plant and equipment and intangible assets

 

-

-

Purchases of property, plant and equipment

3

(1,035)

(1,083)

Acquisition of intangible assets

3

(8,547)

(12,305)

(Increase)/Decrease in treasury shares

 

(97,660)

-

(Increase)/Decrease in other investing expenses

3

(2,979)

90

Acquisitions of subsidiaries

22

(31,599)

(193,109)

NET CASH FLOW FROM INVESTING ACTIVITIES

 

(22,605)

(103,651)

Financing activities

 

 

 

Dividends paid

9.2

(110,219)

(177,950)

Loans/(Repayments)

 

25,000

180,251

(Increase)/Decrease in treasury shares

 

-

(39,320)

Movement in current accounts

 

133,375

(14,363)

NET CASH FLOW FROM FINANCING ACTIVITIES

 

48,156

(51,383)

Net increase/(decrease) in cash and cash equivalents

 

52,030

(51,511)

Opening cash and cash equivalents

 

137,139

189,169

CLOSING CASH AND CASH EQUIVALENTS

 

189,169

137,658

4. Notes to the parent company financial statements

 

 

Note 1Main and subsequent events

Société BIC acquires Tangle Teezer® on December 11, 2024.

Société BIC acquired 100% of Tangle Teezer® for a total amount of approximately 200 million euros.

No other subsequent event occurred between January 1, 2025 and the reporting date.

Note 2Accounting principles, rules and methods

The financial statements are prepared in accordance with the accounting policies and methods defined by the French Plan Comptable Général, as presented by Regulation no. 2016-07 of the French Accounting Standards Authority of November 4, 2016 and its subsequent changes repealing Regulation no. 99-03 of the French Accounting Regulatory Commission of April 29, 1999 on annual financial statements.

They have been drawn up according to the basic accounting principles of:

The items presented in the financial statements are valued on a historical cost basis.

The main accounting rules and methods adopted are the following:

a)Intangible assets

Research and development expenditures are capitalized when major applied research and development projects in progress (above 500 thousand euros) can be clearly defined, costs separately identified and reliably measured, and the project has a significant chance of commercial profitability. Capitalized research and development expenditures are amortized on a straight-line basis over a period of three to five years from the commencement of production.

Research and development expenditures that do not meet these criteria are expensed in the fiscal year.

Patents and technical processes are amortized over their period of protection or use.

Software is depreciated on a straight-line basis over a period of three to five years.

b)Property, plant and equipment

Property, plant and equipment are valued at their purchase price or production cost. Depreciation is calculated on a straight-line basis over periods depending on the asset type:

c)Fixed assets valuation

At year end, Société BIC checks the existence of internal or external indicators that could lead to a change in the net realizable value of its assets.

When the net booked value of fixed assets exceeds the market value or the asset in use, an impairment charge is recorded.

d)Long-term investments

Long-term investments are recorded at the value they were brought into assets. An impairment is booked when the value in use of an investment is less than its purchase cost. The value is determined in reference to Shareholders’ equity or to cash flow projections of the relevant investment, adjusted to take into consideration the importance of the Company to the Group and its development and profit perspectives. In addition, Société BIC shares purchased pursuant to Article L. 225-209 of the French Commercial Code (Code de commerce), not intended exclusively for stock option plans, are recorded within long-term investments. Treasury shares are valued at purchase cost and provision for impairment is booked at year-end when the probable trading value (based on the average share market price during the last month of the fiscal year) is less than purchase cost. Loans in foreign currency are translated at the closing exchange rate.

e)Inventory and work-in-process

Goods are valued at purchase cost, including incidental expenses, in accordance with the weighted average cost method. Inventory provisions are booked, when necessary, to reduce inventory value to the market value.

f)Receivables and payables

Receivables and payables are recorded at nominal value. Receivables are written down by way of provision, when appropriate, to take into consideration recovery risks. Foreign currency denominated receivables and payables are translated at the official closing exchange rate.

Unrealized gains on foreign exchange are booked as unrealized gains, while unrealized losses on foreign exchange are booked as unrealized foreign exchange losses with a provision for contingencies and losses.

Profit and loss on foreign exchange for current accounts are directly recognized in the profit and loss account and are not the subject of a translation difference.

According to the new ANC n°2015-05 related to the accounting of derivative instruments, applicable as of January 1, 2017, the method of accounting for derivative instruments varies according to whether the derivative qualifies for hedge accounting or not.

For non-hedged transactions, the global foreign exchange position is only used to calculate the provision for foreign exchange losses.

It is calculated currency-by-currency and hedging instruments and hedged items (for the hedged portion) are excluded from this global foreign exchange position.

The maturity dates of items included in the position should be in the same fiscal year and only realizable items should be included (receivables, payables, derivative instruments, etc.). Cash and cash equivalents are excluded.

For hedged transactions, the currency hedging impact is only recognized in the income statement when receivables (or payables) are settled.

g)Financial investments

Financial investments comprise investments in marketable securities, and Société BIC shares bought back pursuant to Article L. 225-209 of the French Commercial Code (Code de commerce). Treasury shares are valued at purchase cost. An impairment provision is booked when the probable trading value (based on the average stock market price during the last month of the fiscal year or the exercise price of the options for which they were purchased) at year-end is less than the purchase cost.

h)Provisions for contingencies and charges

Provisions for contingencies and charges are liabilities for which maturity or amounts cannot be precisely measured. They are calculated using the best estimate of funds required to settle the liability.

i)Borrowings

Borrowings in foreign currency are translated at the closing exchange rate.

 

Notes to the balance sheet

Note 3Non-current assets

(in thousand euros)

Gross value as of December 31, 2023

Merger

Acquisitions

Disposals

Gross value as of December 31, 2024

Research and development expenses

1,745

-

-

-

1,745

Other intangible assets

104,275

-

12,305

(25,656)

90,923

TOTAL INTANGIBLE ASSETS

106,020

 

12,305

(25,656)

92,668

Land

1,351

-

-

-

1,351

Buildings

13,263

-

255

(72)

13,446

Industrial fixtures and equipment

17,014

-

437

-

17,451

Other property, plant and equipment

4,827

-

-

(826)

4,001

Property, plant and equipment under construction

499

-

391

(691)

198

TOTAL PROPERTY, PLANT AND EQUIPMENT

36,953

-

1,083

(1,590)

36,446

Equity investments (a)

1,622,399

(7,838)

193,109

-

1,807,670

Other investments

2,715

-

-

-

2,715

Treasury shares (b)

26,345

-

-

(26,345)

-

Loans and other long-term investments

1,582

-

198

(288)

1,492

TOTAL LONG-TERM INVESTMENTS

1,653,040

(7,838)

193,308

(26,633)

1,811,876

  • Equity investments are detailed in Note 22.
  • (b) Treasury shares were reclassified in 2024 from non-current assets to current assets.

Note 4amortization STATEMENT

(in thousand euros)

Gross value as of December 31, 2023

Increase
in the period

Reduction
 in the period

Gross value as of December 31, 2024

Research and development expenses

1,745

-

-

1,745

Other intangible assets

39,074

6,059

(16,656)

28,477

TOTAL INTANGIBLE ASSETS

40,819

6,059

(16,656)

30,222

Buildings

11,518

261

(72)

11,708

Industrial fixtures and equipment

14,681

1,377

(4)

16,054

Other property, plant and equipment

932

61

(822)

170

TOTAL PROPERTY, PLANT AND EQUIPMENT

27,131

1,698

(898)

27,931

 

Note 5Maturity of receivables and payables

Receivables

(in thousand euros)

Gross

Within one year

More than one year

o/w notes receivables

o/w related parties

Other long-term investments

1,492

1,492

-

-

-

Trade receivables and related accounts

173,516

173,516

-

346

137,895

Other receivables

281,596

281,596

-

-

231,577

Prepayments

3,947

3,947

-

-

-

TOTAL

460,550

460,550

-

346

369,471

 

Payables

(in thousand euros)

Gross

Within one year

More than one year

o/w notes payables

o/w related parties

Bank borrowings

1,547

1,547

-

-

-

Other borrowings

688,434

568,434

120,000

-

427,092

Trade payables and related accounts

138,131

138,131

-

-

83,228

Tax and employee-related liabilities

8,753

8,753

-

-

-

Other liabilities

6,805

6,805

-

-

1,571

TOTAL

843,670

723,670

120,000

-

511,891

Note 6Information on related parties

Gross value

(in thousand euros)

December 31, 2024

Assets

 

Equity investments

1,807,671

Trade receivables and related accounts

137,895

Other receivables

231,577

Liabilities

 

Other long-term loans and investments

427,092

Trade payables and related accounts

83,228

Other debts

1,571

Note 7Short-term financial investments

Gross value

(in thousand euros)

December 31, 2024

Marketable securities (a)

117,636

Treasury shares (b)

25,663

TOTAL

143,300

  • These are money market UCITS or short-term deposit certificates.
  • These include 415,765 shares held in treasury for free share plans and 12,955 shares held under the liquidity contract.

 

 

Note 8Translation adjustments

Unrealized losses related to receivables and payables were recorded in unrealized exchange foreign losses in the amount of 1,709 thousand euros.

Note 9Shareholders’ equity

9-1Share capital

As of December 31, 2024, the share capital of Société BIC amounted to 158,992,838.84 euros divided into 41,621,162 shares with a par value of 3.82 euros each. Registered shares held for more than two years carry double voting rights..

To the best of the Company’s knowledge, as of December 31, 2024, Shareholders known to hold more than 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% or 95% of the share capital and/or of the voting rights of the Company were as follows:

 

 

% of shares
 (approx.)

% of voting rights
 (approx.)

Société M.B.D.

30,96%

39,22%

Bich Family

17,06%

23,50%

Silchester International Investors LLP

8,65%

6,01%

 

As of December 31, 2024, Société BIC held 428,720 BIC shares classified as marketable securities  (415,765 shares for the free share plans and 12,955 shares in relation to the liquidity contract).

9-2Changes in Shareholders’ equity

(in thousand euros)

 

Shareholders’ equity as of December 31, 2023 (before distribution)

1,335,363

Dividend distribution with respect to fiscal year 2023

(177,950)

Shareholders’ equity as of December 31, 2023 (after distribution)

1,157,413

Increase in share capital

-

Decrease in share capital (a)

(2,481)

Share issue premium

-

Retained earnings (a)

(37,519)

Net income for the year

116,068

Shareholders’ equity as of December 31, 2024 (before distribution)

1,233,481

  •  During the year 2024, Société BIC cancelled 649,527 shares.

 

Note 10Provisions

(in thousand euros)

December 31, 2023

Allocations during the year

Reversals during the year (used)

Reversals during the year (unused)

December 31, 2024

Risk – Subsidiaries

832

187

(832)

-

188

Risk – Tax audit

3,571

5,057

(719)

-

7,909

Foreign exchange losses

33

87

(33)

-

87

Share grant plan

30,553

28,764

(30,553)

-

28,764

Other provisions for contingencies

500

-

-

-

500

PROVISIONS FOR CONTINGENCIES AND LOSSES

35,489

34,095

(32,136)

-

37,448

 

 

(in thousand euros)

 

December 31, 2023

Merger

Allocations during the year

Reversals during the year

December 31, 2024

Intangible assets and Property, plant and equipment

 

18,954

-

1,369

-

20,323

Investments

 

356,903

(6,899)

60,887

(12,884)

398,007

Goods

 

1,440

-

1,130

(1,441)

1,129

Trade receivables

 

8,053

-

5,201

(6,053)

7,201

Provisions for other receivables

 

9,902

-

8,434

(9,901)

8,434

PROVISIONS FOR DEPRECIATION AND AMORTIZATION

 

395,251

(6,899)

77,020

(30,278)

435,094

Notes to the income statement

Note 11Net sales breakdown

The net sales of Société BIC break down as follows:

 

(in thousand euros)

December 31, 2023

December 31, 2024

France

Export

Total

France

Export

Total

Stationery

133,001

260,373

393,373

134,723 

271,140 

405,864 

Lighters

21,034

264,066

285,101

22,100 

227,266 

249,365 

Shavers

19,011

67,833

86,843

18,168 

69,491 

87,659 

Other

1,255

10,622

11,877

1,030 

6,216 

7,246 

TOTAL

174,300

602,894

777,194

176,020 

574,113 

750,133 

Note 12Other income

Other income mainly comprises royalties (48,202 thousand euros) and management fees (49,215 thousand euros) invoiced to affiliates, as well as the foreign exchange gain on trade receivables and payables  (2,309 thousand euros).

Note 13Management compensation

(in thousand euros)

December 31, 2023

December 31, 2024

Administrative bodies

525

529 

Management bodies

300

300 

 

Société BIC has no salaried employees as of December 31, 2024.

Note 14Financial income

Financial income amounts to 55,702 thousand euros and is detailed as follows:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Dividends received

119,216

102,756 

Dividends to be received

-

Reversals/(provisions)

(42,612)

(39,691)

Foreign exchange gains and losses

1,645

1,558 

Merger gain

123,307

22 

Other

(4,499)

(8,942)

FINANCIAL INCOME

197,057

55,702 

 

Dividends are mainly coming from BIC Corporation, amounting to 22,974 thousands euros and from Bic Amazonia, amounting to 34,794 thousands euros. The subsidairies Bic Education et Electro-Centre were merged into Société BIC's accounts on 2024

Note 15Non-recurring income and expenses

The non-recurring income and expenses break down mainly as follows:

 

(in thousand euros)

December 31, 2023

December 31, 2024

Capital gains/(losses) on asset disposals

-

(23)

Capital gains/(losses) on long-term investment disposals

(1,054)

(Allocations)/Reversals for conteingencies

4,982

(5,063)

Tax adjustments

345

(701)

Debt waivers / Activation of the financial recovery clause

4,046

(4,738)

Other

(2,986)

(3,864)

NON-RECURRING INCOME AND EXPENSES

5,334

(14,389)

 

Note 16Income tax breakdown

(in thousand euros)

Net income before tax

Income Tax expense

Net income after tax

Current net income

154,069 

27,329 

126,740 

Non-recurring income and expenses

(14,389)

(3,717)

(10,672)

TOTAL

139,680 

23,612 

116,068 

 

Note 17Tax grouping

Société BIC is the parent company of the tax Group comprising the following companies as of December 31, 2024: Bima 83, BIC Écriture 2000, BIC Services, BIC Conté, BIC Rasoirs, Société du Briquet Jetable 75, BIC Graphic France, BIC Assemblage, BIC Technologies, BIC International Development formerly Compagnie de Moulages, DAPE 74 Distribution, Djeep and Sibjet Technologies.

As parent company, Société BIC recognizes in its financial statements the gain or loss related to the effects of the tax consolidation. In this respect, the gain recorded by Société BIC in 2024 amounts to 1,348,146 euros.

Note 18Main increases/decreases in the deferred tax basis

(in thousand euros)

December 31, 2024

C3S

1,084 

Provision for contingencies and current accounts

8,621 

Provision on trade receivables

5,916 

Foreign exchange losses

87 

Provision on free shares

25,769 

Other

3,304 

TOTAL

44,781 

DECREASE IN DEFERRED TAX LIABILITIES

(11 567)

 

 

Notes to the off‑balance sheet commitments

Note 19Off-balance sheet financial instruments

The following are Société BIC’s main off-balance sheet financial instruments:

19-1Currency derivatives

Hedge nominals denominated in currencies other than the euro are converted to euros at December 31, 2024 closing rates.

The valuation of the hedges computed in accordance with market practices in terms of inputs (spot, yield curves, volatility curves) and calculation models.

 

Forward portfolio detail

Hedging support

Nominal
 (in euros)

Market value
 (in euros)

Instrument

Commercial Flows 2025

376,222,305

(12,457,588) 

Forward

Commercial Flows 2026

46,094,010

(791,102) 

Forward

Intra-Group Dividends

21,657,522

(1,312,135) 

Forward

Loans/Borrowings

63,341,431

126,465  

Currency Swap

TOTAL

507 315 268

(14 434 360)

 

 

Options portfolio detail

Hedging support

Options purchased Nominal  (in euros)

Options sold
 Nominal 
 (in euros)

Market value
 (in euros)

Instrument

Commercial Flows 2025

26,733,747

37,412,721

813,027

Option

Commercial Flows 2026

5,875,256

11,219,276

(64,100)

Option

TOTAL

32 609 003

48 631 996

748 927

 

As of December 31, 2024, Société BIC had contracted:

In 2025  more than 90% of the Group's foreign currency transaction exposure is hedged.

19-2Interest rate derivatives

As of December 31, 2024, Société BIC does not have any interest rate derivatives.

All local funding needs are directly indexed on a variable rate. Given the downward cycle in interest rates in the Euro zone, Société BIC's borrowings at December 31, 2024 are on a floating 3-month Euribor basis.

19-3Commodities derivatives

At December 31, 2024, there were no derivatives in place to hedge raw materials.

 

Note 20Off-balance sheet commitments

20-1Guarantees

The following schedule summarizes the off-balance sheet sureties, deposits and guarantees for Société BIC. All significant items are disclosed in this table.

No other assets or registered shares have been pledged.

 

Sureties, deposits and guarantees issued

 

(in thousand euros)

 

Maturity

December 31, 2023

< 1 year

1 to 5 years

> 5 years

December 31, 2024

Guarantees for credit lines to subsidiaries

15,512

2,412

16,345

-

18,757

Sureties, deposits and other guarantees and commitments

10,094

310

53

-

363

TOTAL

25 606

2,722

16,398

-

19,120

 

Sureties, deposits and guarantees received

 

(in thousand euros)

 

Maturity

December 31, 2023

< 1 year

1 to 5 years

> 5 years

December 31, 2024

Guarantees for credit lines

200,000

200,000

-

-

200,000

Sureties, deposits and other guarantees and commitments

-

-

-

-

-

TOTAL

200,000

200,000

-

-

200,000

 

20-2Pension obligations

(in thousand euros)

December 31, 2024

Present value of pension obligation

437

NET PENSION LIABILITY

437

 

 

Other information

Note 21Stock market price

(in euros)

December 31, 2023

December 31, 2024

BIC shares

62.85

63.80

Note 22Equity investments

22-1Subsidiaries and equity interests

 

Number of shares

S: Shares 
P: Parts

% of interest

Net book value

Capital

Devise

I – French Subsidiaries

 

 

 

 

 

 

BIC International Development SASU

65,000

A

100 %

1,478,761

990,600

EUR

Société du Briquet Jetable 75 SASU

2,954,600

A

100 %

40,568,296

45,028,104

EUR

BIC Assemblage SARL

1,000

P

100 %

-

15,240

EUR

BIC Rasoirs SASU

131,291

A

100 %

6,128,497

5,999,999

EUR

BIMA 83 SASU

23,689

A

100 %

5,550,661

355,335

EUR

BIC Technologies SA

9,434,000

A

100 %

5,929,486

5,000,020

EUR

BIC Services SASU

397,725

A

100 %

6,042,856

6,061,329

EUR

BIC Conté SASU

5,465,181

A

100 %

34,270,085

27,325,905

EUR

BIC Écriture 2000 SASU

3,202,500

A

100 %

51,302,021

39,198,600

EUR

BIC Graphic France SASU

5,000

A

100 %

315,904

76,200

EUR

DAPE 74 Distribution SASU

20,698

A

100 %

1,781,218

1,759,330

EUR

Djeep SAS

60,000

A

100 %

46,249,000

960,000

EUR

Sibjet Technologies SNC

30,000

P

100 %

3,600,000

450,000

EUR

Advanced Magnetic Interaction, AMI SAS

5,946,875

A

100 %

6,238,100

5,946,875

EUR

Sub total I

 

 

 

209,454,884

 

 

II – Foreign subsidiaries

 

 

 

 

 

 

BIC Belgium SPRL - Belgique

136,410

A

100%

51,939,519

39,902,082 

EUR

BIC Netherland B.V. - Pays-Bas

450

A

100%

9,216,000

5,204,750 

EUR

BIC Nordic AB - Suède

110,295

A

100%

12,261,705

11,029,500 

SEK

BIC (Austria) Vertriebsgesellschaft mbh - Autriche

1

P

100%

381,123

109,009 

EUR

BIC Erzeugnisse GmbH - Allemagne

2

P

100%

16,345,730

664,700 

EUR

BIC Verwaltungs GmbH - Allemagne

2

P

100%

73,814

50,000 

EUR

SOCIÉTE BIC (Suisse) SA

2,000

A

100%

7,747,853

2,000,000 

CHF

Bic Advanced Technologies SA - Switzerland

100,000

A

100%

104,341

100,000 

CHF

BIC UK Ltd - Royaume-Uni

12,000,000

A

100%

85,133,465

1,500,000 

GBP

Dragon Topco Limited - Guernsey 

983,666

A

100%

189,501,388

9,837 

GGP

BIC (Ireland) Private Company Limited - Irlande

100,000

A

100%

6,072,660

127,000 

EUR

BIC Iberia SA - Espagne

2,052,145

A

100%

81,612,686

12,333,391 

EUR

BIC Portugal SA - Portugal

464,715

A

100%

6,586,179

2,323,575 

EUR

BIC Italia Spa - Italie

5,000,000

A

100%

24,580,000

5,150,000 

EUR

BIC Violex Single Member SA - Grèce

37,237,500

A

100%

171,362,537

58,462,875 

EUR

BIC Slovakia SRO  - Slovaquie

1

P

100%

15,444,502

15,574,255 

EUR

BIC Kazakhstan

1

P

100%

1,005,828

496,000,000 

KZT

BIC Polska SP ZOO - Pologne

485,430

P

100%

8,394,035

24,271,500 

PLN

BIC (Romania) Marketing & Distribution SRL - Roumanie

641,818

A

100%

693,953

6,418,180 

RON

BIC CIS - Russia

34,028,258

A

100%

10,049,727

357,296,709 

RUB

BIC Ukraine CA - Ukraine

-

-

100%

3,300,471

34,168,470 

UAH

BIC Pazarlama Ltd. Sti. - Turquie

224,260

A

99%

8,750,041

33,639,000 

TRY

BIC Services Sofia EOOD -Bulgarie

195,583

A

100%

1,000,600

195,583 

BGN

BIC GmbH - Allemagne

1

P

100%

-

25,600 

EUR

BIC Corporation - États-Unis

22,769,073

A

100%

318,192,042

16,106,978 

USD

INKBOX® INK Incorporated - CANADA

70,676,952

A

100%

39,386,676

70,676,952 

CAD

BIC International Co. - États-Unis

100

A

100%

1

1

USD

BIC Australia Pty. Ltd. - Australie

700,000

A

100%

11,927,000

700,000

AUD

BIC (NZ) Ltd. - Nouvelle-Zélande

332,500

A

100%

2,966,000

665,000

NZD

BIC Amazonia SA - Brésil

274,485,734

A

100%

18,565,900

879,052,218

BRL

BIC  Argentina SA - Argentine

295,135,938

A

93%

8,074,362

295,135,938

ARS

BIC Stationery (Shanghai) Co. Ltd. - Chine

-

-

100%

2,611,412

18,408,000

USD

Bic Technologies Asia Ltd. - Hong Kong

7,800,000

P

100%

-

7,800,000

HKD

BIC (Nantong) Plastic Products Co. Ltd. - Chine

-

-

100%

8,619,714

23,300,000

USD

Mondial Sdn. Bhd. - Malaisie

1,140,000

A

30%

6,642

3,800,000

MYR

BIC Product (Asia) Pte. Ltd - Singapour

5,627,602

A

100%

231,167

5,627,602

SGD

BIC JAPAN Co. Ltd. - Japon

750

A

100%

2,550,763

100,000,000

JPY

BIC Cello (India) Pvt Ltd. - Inde

41,487,608

A

100%

17,861,137

476,333,350

INR

BIC East Africa Ltd.- Kenya

2,000,000

 

100%

9,946,189

2,000,000,000

KES

BIC Bizerte - Tunisie

347,000

P

100%

34,700,000

34,700,000

EUR

BIC Middle East Trading FZE - E.A.U

430

A

100%

(1)

430,000

AED

BIC Middle East FZ-LLC - E.A.U.

20,300

P

100%

1,419,548

7,105,000

USD

Societe BIC Cote d'Ivoire SASU

400,000

A

100%

3,048,980

4,000,000,000

FCFA

BIC Maroc SARL - Maroc

791,000

P

100%

5,185,804

79,100,000

DHS

Lucky Stationery NIG Ltd - Nigeria

6,572,361,194

A

100%

1,834,044

6,572,361,194

NGN

Sub total II

 

 

 

1,198,685,538

 

 

III- Participating interests

 

 

 

 

 

 

BIC Graphic Europe SA  -Espagne

1

A

0.01%

246

1,303,330

EUR

BIC Holdings Southern Africa Pty. Ltd. - Afrique du Sud

41,860

A

5%

1,522,934

10,000

ZAR

BIC Chile SA - Chile

480,000

A

0.02%

-

480,000

USD

BIC de Guatemala SA 

1,150

A

0.10%

-

115,000

GTQ

BIC Ecuador SA

650,000

A

0.01%

-

650,000

USD

Sub total III

 

 

 

1,523,180

 

 

TOTAL

 

 

 

1,409,663,602

 

 

 

Net sales, net income and shareholder’s equity other than the share capital of subsidiaries and investments are not provided for reasons of confidentiality related to commercial and industrial strategy.

It is mentioned, pursuant to Article L. 232-1 of the French Commercial Code, that Société BIC has no branch.

22-2Analysis of movements in equity investments

(in thousand euros)

 

Equity investments (net) as of December 31, 2023

1,265,497

Acquisitions, capital increases, creations and disposals in 2024

 

Electro-Centre SASU

(837,874)

Bic Education SASU

(7,000,000)

Advanced Magnetic Interaction, AMI SAS

3,607,981

Dragon Topco Limited - Guernsey 

189,501,387

(Allocations to)/Reversals of provisions in 2024

 

BIC Technologies SA

                    (620,533) 

Electro-Centre SASU

704,327 

Bic Education SASU

6,194,771 

DAPE 74 Distribution SASU

                   (250,067) 

BIC (Romania) Marketing & Distribution SRL - Roumanie

                       (7,254) 

BIC Pazarlama Ltd. Sti. - Turquie

4,093,957 

INKBOX® INK Incorporated - CANADA

             (37,466,738) 

BIC Argentina SA - Argentine

6,172,420 

BIC Stationery (Shanghai) Co. Ltd. - Chine

199,008 

BIC (Nantong) Plastic Products Co. Ltd. - Chine

                (1,030,189) 

Mondial Sdn. Bhd. - Malaisie

                          (536) 

BIC Product (Asia) Pte. Ltd - Singapour

                      (24,107) 

BIC Cello (India) Pvt Ltd. - Inde

              (18,042,837) 

BIC East Africa Ltd.- Kenya

33,027 

BIC Middle East FZ-LLC - E.A.U.

1,419,549 

BIC Maroc SARL - Maroc

965,892 

Lucky Stationery NIG Ltd - Nigeria

         (3,445,201)

EQUITY INVESTMENTS (NET) AS OF DECEMBER 31, 2024

1,409,664

5. Additional information on the parent company financial statements

Société BIC five-year financial summary

(in euros)

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2024

1 – Shareholders’ equity at year-end

 

 

 

 

 

Share capital

173,412,174

170,669,689

167,897,503

161,474,032

158,992,839

Number of shares outstanding

45,395,857

44,677,929

43,952,226

42,270,689

41,621,162

Number of bonds convertible into shares

-

-

-

-

-

2 – Net results

 

 

 

 

 

Net sales

628,032,828

700,389,256

771,093,866

777,194,242

750,133,214

Net profit before tax, deprec., amort. and provisions

112,775,077

284,763,921

251,603,334

330,717,808

190,406,077

Income tax

17,278,487

36,071,230

25,855,103

24,376,198

23,611,962

Net profit after tax, deprec., amort. and provisions

14,141,172

248,687,327

192,773,206

266,546,105

116,068,100

Dividend distribution (a)

110,213,889

80,918,744

94,743,755

110,218,934

177,950,493

3 – Income form operations, per share data

 

 

 

 

 

Net profit after tax, but before deprec., amort. and provisions

2.72

5.57

5.14

7.25

4.01

Net profit after tax, deprec., amort. and provisions

0.51

5.57

4.39

6.31

2.79

Dividend per share

2.45

1.80

2.15

2.56

4.28

4 – Payroll

 

 

 

 

 

Non-salaried staff

1

1

1

1

1

Total payroll

300,000

325,000

325,000

300,000

300,000

Social welfare benefits (social security, social work)

2,571,477

672,048

38,675

-

-

  • Applicable to the issued number of shares (treasury shares deducted) as of December 31. The final amount depends on the number of shares entitled to dividends on the day of payment.

 

Publication of customer payment periods

Article L. 441-14 of the French Commercial Code

(in thousand euros)

Total

Current

Overdue

 

 

30 days

60 days

90 days

December 31, 2024

155,970 

100,321 

4,489 

4,246 

46,914 

December 31, 2023

168,886

117,508

6,141

(2,604)

47,841

 

Publication of supplier payment periods

Article L. 441-14 of the French Commercial Code

The Company has opted for the payment of supplier invoices with a due date of 60 days.

(in thousand euros)

Total

Current

Overdue

 

 

30 days

60 days

90 days

December 31, 2024

61,575 

56,758 

2,039 

709 

2,069 

December 31, 2023

58,706

55,434

2,524

38

710

6.4.Statutory Auditors’ Report on the financial statements

 

Year ended December 31, 2024  

 

This is a translation into English of the statutory auditors’ report on the 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 management report and other documents provided to the 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, 

I.Opinion

In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial statements of Société Bic for the year ended December 31, 2024. 

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2024 and of the results of its operations for the year then ended in accordance with French accounting principles. 

The audit opinion expressed above is consistent with our report to the Audit Committee. 

II.Basis for Opinion

Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. 

Independence

We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from January 1, 2024 to the date of our report, and specifically we did not provide any prohibited nonaudit services referred to in Article 5(1) of Regulation (EU) No. 537/2014. 

III.Justification of Assessments - Key Audit Matters

In accordance with the requirements of Articles L. 8239 and R. 8237 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks. 

These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements. 

Equity Securities

Risk identified

 

Our answer

As of December 31, 2024, equity securities were recorded on the balance sheet for a net book value of M€1,410 as detailed in note 22 of the notes to the annual financial statements. 

They are accounted for at their entry value in assets. A provision for depreciation is made when the use value of a security falls below its acquisition value. 

As indicated in note 2(d) of the notes to the annual financial statements, the value in use is established by reference to the shareholders’ equity or cash flow projections of the investments concerned, and is, where applicable, adjusted to take into account the interest of these companies for the group, as well as their development and profit prospects. 

Given the weight of equity securities on the balance sheet and the importance of management’s judgments, we considered the valuation of equity securities, including their value in use, to be a key issue in our audit. 

 

Our assessment of this valuation was based on the Company’s process for determining the use value of equity securities. 

For valuations based on equity of equity, our work included comparing the amount of equity retained by the company with the financial statements of the various entities. 

For valuations based on forecasts, we have, in particular: 

  • compared to external market data, the discount rate and long-term growth rate assumptions used to determine the use value of the entities tested, with the help of valuation specialists integrated into our team; 
  • assessed the consistency of the key operating data used in these cash flow projections with historical performance, as well as with the entity’s strategic plan validated by management. 

IV.Specific Verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations. 

Information given in the management report and in the other documents with respect to the financial position and the financial statements provided to the shareholders

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Board of Directors’ management report and in the other documents with respect to the financial position and the financial statements provided to the shareholders. 

We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines mentioned in Article D. 4416 of the French Commercial Code (Code de commerce). 

Report on corporate governance

We attest that the Board of Directors’ Report on Corporate Governance sets out the information required by Articles L. 225374 and L. 221010 and L. 225374, L. 221010 and L. 22109 of the French Commercial Code (Code de commerce). 

Concerning the information given in accordance with the requirements of Article L. 22109 of the French Commercial Code (Code de commerce) relating to the remuneration and benefits received by, or allocated to the directors and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlled thereby, included in the consolidation scope. Based on these procedures, we attest the accuracy and fair presentation of this information. 

Other information

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of voting rights has been properly disclosed in the management report. 

V.Report on Other Legal and Regulatory Requirements

Format of preparation of the financial statements intended to be included in the annual financial report

We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparation of the financial statements intended to be included in the annual financial report mentioned in Article L. 45112, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the CEO’s responsibility, complies with the single electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. 

On the basis of our work, we conclude that the preparation of the financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. 

We have no responsibility to verify that the financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work. 

Appointment of the Statutory Auditors

We were appointed as statutory auditors of Société Bic by the annual general meeting held on May 23, 2007 for GRANT THORNTON and held on May 16, 2023 for ERNST & YOUNG Audit. 

As at December 31, 2024, GRANT THORNTON was in the 17 year of total uninterrupted engagement, and ERNST & YOUNG Audit was in the 1 year of total uninterrupted engagement. 

VI.Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. 

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. 

The financial statements were approved by the Board of Directors. 

VII.Statutory Auditors’ Responsibilities for the Audit of the Financial Statements

Objectives and audit approach

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements. 

As specified in Article L. 823101 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. 

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: 

Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and financial reporting procedures that we have identified. 

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. 

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France as set out in particular in Articles L. 82210 to L. 82214 of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. 

 

Neuilly-sur-Seine et Paris-La Défense, March 26, 2025 

The Statutory Auditors

French original signed by

 

Grant Thornton

ERNST & YOUNG Audit

French Member of Grant Thornton International

 

Virginie Palthorpe  

   Jeremy Thurbin  

6.5.Statutory Auditors’ special report on regulated agreements

 

Annual General Meeting to approve the financial statements for the year ended December 31, 2024 

 

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 Meeting 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. 22531 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. 22531 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. 

Agreements submitted to the approval of  the shareholders’ meeting

Agreements authorized and signed during the year

Pursuant to Article L.225-40 of the French Commercial Code, we have been notified of the following agreement entered into during the past financial year, which has been the subject of the prior authorization of your Board of Directors. 

 Gonzalve Bich – Succession agreement 
 Who is concerned: 

Mr. Gonzalve Bich, Chief Executive Officer of the BIC Group 

 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.  

Conditions: 

Under the provisions of articles L.22-10-34 II and L.22-10-8 of the French Commercial Code, the payment of these amounts is contingent on a favorable vote of the Annual General Meeting that will be held in May 2025 to approve the accounts of the fiscal year ending December 31, 2024. 

 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. 

 No payments were made in the 2024 financial year under this agreement. 

Agreements authorised and not entered into during the previous financial year 

Pursuant to Article L.225-40 of the French Commercial Code, we have been notified of the following agreement not entered into during the past financial year, which has been the subject of the prior authorization of your Board of Directors. 

 Gonzalve Bich – Consulting Agreement 
 Who is concerned: 

Mr. Gonzalve Bich, Chief Executive Officer of the BIC Group 

 Nature, purpose and conditions: 

This agreement between BIC 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, following the announcement of his departure as Chief Executive Officer. Indeed, 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 USD350,000 in consideration of the services provided. 

 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. 

 This agreement did not produce any financial effect during the 2024 financial year. 

Agreements previously approved by the shareholders’ meeting

Agreements approved in previous years which were performed during the year 

We hereby inform you that we have not been advised of any agreement, previously approved by the Shareholders’ Meetings, which would have continuing effect during the year. 

 

Neuilly-sur-Seine and Paris-La Défense, March 26, 2025 

The Statutory Auditors

French original signed by

 

Grant Thornton

ERNST & YOUNG Audit

French Member of Grant Thornton International

 

Virginie Palethorpe

Jeremy Thurbin

Information about the issuer

7.1.Information on the Company

 

7.1.1.History and development of the issuer

Legal and commercial name of the issuer

Legal name: Société BIC

Commercial name: BIC

Place of registration of the issuer and registration number

Place of registration: Nanterre

Registration number: 552 008 443

APE Code:

Its legal entity identifier (LEI code) is: 969500UR00DF63I0VH67.

Date of incorporation and length of life of the issuer

Date of incorporation: March 3, 1953.

Date of expiration: March 2, 2052, unless an Extraordinary Shareholders’ Meeting decides to wind up the Company earlier or to extend it.

Registered office and legal form of the issuer

Registered office: 12-22 Boulevard Victor Hugo – 92110 Clichy – France

Telephone: 33 (0)1 45 19 52 00

Legal form and legislation governing the issuer: Limited Company (société anonyme) governed by French law and subject to all texts applicable to commercial companies in France and in particular the French Commercial Code.

Significant change in the issuer’s financial or trading position

No significant event has occurred since the end of the last fiscal period.

Important events in the development of the issuer’s business

No events to report other than those mentioned in Group Presentation, Prospects & Strategy – § 1.1. History.

7.1.2.Memorandum and articles of incorporation

The memorandum and articles of incorporation can be consulted at the registered office of the Company. The articles of incorporation are also available on the website www.bic.com in the “Strategy and Governance” section 
(https://investors.bic.com/en-us/reginfo?cat1=15).

Corporate purpose

Extract from the articles of incorporation (Article 3) – “Corporate Purpose”

“The Company’s corporate purpose is, in all countries, the purchase, sale, commissioning, brokerage, representation, manufacturing, operation, import and export of all tangible and intangible property, and in particular of all items that are used for writing.

And generally all movable property, real property, industrial or commercial operations pertaining directly or indirectly to the abovementioned purpose or to all similar or related purposes or to purposes that could serve to promote the extension or development of the above-mentioned purpose.

The Company may carry out all operations falling within its purpose, either alone and for its own account, or for the account of third parties, as representative, licensee or intermediary, for the commissioning, brokerage, subcontracting, as lessee, farmer, manager, in a joint venture or partnership, in any form whatsoever”.

Members of the administrative and management bodies

See Corporate Governance – § 4.1. Administrative and Management Bodies.

Rights, preferences and restrictions attached to each class of existing shares

Double voting rights

Extract from the articles of incorporation (Article 15.5) – “Shareholders’ Meetings”

“A voting right which is double the right conferred on the other shares, in light of the portion of the share capital they represent, is attributed to all the fully paid-up shares for which proof is provided of a nominative registration for at least two years in the name of the same shareholder.

Any share converted to a bearer share or the ownership of which is transferred loses the aforementioned double voting right. Nonetheless, a transfer following death, the liquidation of the community estate of two spouses or a donation among the living in favor of a spouse or a relative entitled to inherit does not cause the loss of the right acquired and does not interrupt the two-year period referred to above.

Furthermore, in the event of a capital increase, through the incorporation of reserves, profits or share premiums, the double voting right may be conferred, at the time of issue, upon the nominative shares allotted at no charge to a shareholder on account of existing shares for which he or she enjoys this right”.

Indivisibility of the shares

Extract from the articles of incorporation (Article 8 ter) – “Indivisibility of the shares”

Action necessary to change the Shareholders’ rights

The articles of incorporation do not contain any special condition relating to changing the Shareholders’ rights.

Shareholders’ Meetings – Methods of calling meetings – Conditions of admission – Conditions for exercising voting rights

Extract from the articles of incorporation (Article 15) – “Shareholders’ Meetings”

“15.1 Shareholders’ Meetings are convened and deliberate under the conditions stipulated by law and the decrees in force.

Meetings take place either at the registered office or at any other place specified in the notice.

15.2 Any shareholder may take part, personally or by proxy, in the Shareholders’ Meetings, upon presenting proof of his/her identity and of the ownership of his/her shares, in accordance with the terms and conditions provided for by the laws and regulations in force.

Upon decision of the Board of Directors published in the notice of meeting, the Shareholders can participate and vote at the Shareholders’ Meeting by videoconference or by telecommunication or teletransmission means allowing their identification, in compliance with legal and regulatory conditions in force at the moment of their use. These Shareholders are deemed present or represented.

15.3 Remote voting is exercised in compliance with legal and regulatory conditions in force.

Upon decision of the Board of Directors published in the notice of meeting, Shareholders can use for this purpose, within the mandatory deadlines, the electronic remote proxy or voting form available on the website put in place by the Meeting’s centralizing agent. These Shareholders are deemed present or represented.

The proxy or the vote addressed by such electronic means before the Meeting, as well as their acknowledgement of receipt, will be deemed irrevocable written instructions enforceable on all parties, it being specified that if the shares are sold before the record date provided by Article R. 225-85 of the French Commercial Code, the Company shall invalidate or amend accordingly, as the case may be, the proxy or vote expressed before such date and time”.

Provision that would have an effect of delaying, deferring or preventing a change in control of the issuer

See § 7.3. Shareholding.

Provision setting the ownership threshold above which shareholder ownership must be disclosed

Extract from the articles of incorporation (Article 8 bis) – “Crossing thresholds”

“In addition to the disclosure thresholds provided for in the applicable laws and regulations, any individual or legal entity, acting alone and/or in concert, coming into possession, directly or indirectly, in any manner whatsoever within the meaning of Articles L. 233-7 et. seq. of the French Commercial Code, of a number of securities representing a fraction of the capital equal to or higher than 1% of the capital and/or voting rights must communicate to the Company the total number of shares, voting rights and securities giving future access to the capital (and voting rights potentially attached to these securities), that this individual or legal entity holds, alone and/or in concert, directly and/or indirectly. The information shall be sent by registered letter with acknowledgement of receipt within five (5) trading days of the date on which the threshold is crossed.

Once a shareholder’s interest exceeds the above-mentioned 1% threshold, said shareholder must notify the Company each time an additional threshold of 0.5% of the capital or voting rights is crossed, even when such notification is not required under the disclosure obligations provided for in the applicable laws and regulations. This obligation applies under the same conditions and within the same deadline, when the holding in the share capital falls below the foregoing threshold.

Upon request, recorded in the minutes of the Shareholders’ Meeting, of one or several Shareholders holding at least 2% of the capital and/or of the voting rights of the Company, the shareholder who has not carried out the declarations provided for in the present article is deprived of the voting rights attached to the shares exceeding the fraction of the capital that has not been declared. Withdrawal of voting rights will apply to any Shareholders’ Meeting held until the expiry of a two-year period following the date at which such disclosure is properly made”.

Conditions imposed by the articles of incorporation, governing changes in the capital, where such conditions are more stringent than is required by law

Not applicable.

7.2.Share capital

 

 

As of December 31, 2024, the outstanding capital of Société BIC amounts to 158,992,838.84  euros divided into 41,621,162 shares with a par value of 3.82 euros each. Issued shares are fully paid-up.

Share capital evolution over the last three years

Date

Type of operation

Amount of
 capital change
 (in euros)

Impact on share premium/
retained earnings
 (in euros)

Total
 share capital (in euros)

Shares outstanding at conclusion of the operation

2024

(December 11 BM)

Cancellation of treasury shares under the authorizations granted by the Shareholders' Meetings of May 29, 2024 (resolution 16)

(2,481,193.14)

(37,518,795.45)

158,992,838.84

41,621,162

2023

(Decision of the Chief Executive Officer on December 14, on the basis of a delegation of authority by the BM on December 12)

Cancellation of treasury shares under the authorizations granted by the Shareholders' Meetings of May 16, 2023 (resolution 23)

(6,423,471.34)

(93,576,510)

161,474,031.98

42,270,689

2022

(Decision of the Chief Executive Officer on December 23, on the basis of a delegation of authority 
by the BM 
of December  13)

Cancellation of treasury shares under the authorizations granted by the Shareholders' Meetings of May 19, 2021 and May 18, 2022 (resolution 18)

(2,772,185.46)

(36,403,195.23) charged to retained earnings

167,897,503.32

43,952,226

BM: Board Meeting.

AGM: Annual General Meeting.

Authorizations to increase the capital at the closing of the 2024 fiscal year

As of the date of this Universal Registration Document, Société BIC has the following authorizations granted by the Shareholders' Meetings  which it has not used during the past financial year:

 

Nature of the delegation of authority or authorization

Date of the General Meeting

Term

Maximum amount  (in € or percentage of share capital)

Use of delegation or authorization

Authorizations for the  General Meeting of May 29, 2024

Authorization for the Board of Directors to trade in Company shares (resolution 5) 

May 29, 2024

18 months

10% of the share capital

None

Authorization to be granted to the Board of Directors to reduce the Company’s share capital by cancellation of own shares (resolution 16)

May 29, 2024

18 months

10% of the share capital

Authorization used in the context of the share capital reduction - Cancellation of shares representing 1.54% of the share capital (Board decisions dated December 11, 2024).

Authorization to be granted to the Board of Directors to proceed with the free allocation of existing and/or to be issued shares, involving Shareholders' waiver of their preferential subscription rights (resolution 17)

May 29, 2024

38 months

4% of the share capital(limited to 0.4% 
for Company Corporate Officers).

None

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 share capital, with preservation of Shareholders' preferential rights of subscription (resolution 18)

May 29,2024

26 months

16 million euros

None

Delegation of authority to be given to the Board of Directors in order to decide to increase the share capital on one or several occasions by incorporation of reserves, profits or premimums or other sums of money whose capitalization shall be accepted (resolution 19)

May 29, 2024

26 months

Maximum total amount of reserves, profits and/or premiums

None

Other authorizations still in force

Delegationof authority to the Board of Directors to carry out a capital by issuing shares or securities giving access to the capital, reserved for participants in a company stock ownership plan, with cancellation of preferential subscription rights in favor of the latter (resolution 24)

May 16, 2023

26 months

3% of the share capital 

None

Authority to be given to the Board of Directors to decide on the issuance of ordinary shares giving access to the capital, without preferential subscription rights (resolution 25)

May 16, 2023

26 months

10% of the share capital 

None

 

The text of these delegations is available on the website https://investors.bic.com/en-us

7.3.Shareholding

 

7.3.1.Share capital breakdown

The table below lists the Shareholders who, to the best of the Company’s knowledge, hold more than 5% of the share capital and/or of the voting rights of the Company. The Company is not aware of any other shareholder holding more than 5% of the share capital or of the voting rights. This table also gives information regarding treasury shares owned by Société BIC.

 

Name

December 31, 2024

Number of shares

% of shares (approx.)

Number of theoretical voting rights (c) (d)

% of theoretical voting rights

Number of voting rights exercisable in AGM (c) (d)

% of voting rights exercisable in AGM

Bich family concert, including (a):

19,988,403

48.02

37,536,128

62.72

37,536,128

63.17

  • Société M.B.D.

12,886,000

30.96

23,472,000

39.22

23,472,000

39.50

  • Bich family (excluding M.B.D.)

7,102,403

17.06

14,064,128

23.50

14,064,128

23.67

Silchester International Investors LLP (e)

3,598,619

8.65

3,598,619

6.01

3,598,619

6.06

Other Shareholders

17,605,420

42.30

18,283,110

30.55

18,283,110

30.77

Treasury shares (b)

428,720

1.03

428,720

0.72

-

-

Total

41,621,162

100.00

59 846 577

100.00

59,417,857

100,00

 

Name

December 31, 2023

Number of shares

% of shares (approx.)

Number of theoretical voting rights (c) (d)

% of theoretical voting rights

Number of voting rights exercisable in AGM (c) (d)

% of voting rights exercisable in AGM

Bich family concert, including (a):

19,984,882

47.28

39,749,851

63.58

39,749,851

64.05

  • Société M.B.D.

12,886,000

30.48

25,772,000

41.22

25,772,000

41.52

  • Bich family (excluding M.B.D.)

7,098,882

16.79

13,977,851

22.36

13,977,851

22.52

Silchester International Investors LLP 

3,580,491

8.47

3,580,491

5.73

3,580,491

5.77

Other Shareholders

18,253,589

43.18

18,734,098

29.97

18,734,098

30.18

Treasury shares (b)

451,727

1.07

451,727

0.72

-

-

Total

42,270,689

100.00

62,516,167

100.00

62,064,440

100.00

 

Name

December 31, 2022

Number of shares

% of shares (approx.)

Number of theoretical voting rights (c) (d)

% of theoretical voting rights

Number of voting rights exercisable in AGM (c) (d)

% of voting rights exercisable in AGM

Bich family concert, including (a):

20,064,271

45.65

39,996,633

61.60

39,996,633

62.00

  • Société M.B.D.

12,886,000

29.32

25,756,000

39,67

27,756,000

39.93

  • Bich family (excluding M.B.D.)

7,178,271

16.33

14,240,633

21.93

14,240,633

22.07

Silchester International Investors LLP 

3,609,720

8.21

3,609,720

5.56

3,609,720

5.60

Other Shareholders

19,861,630

45.19

20,904,355

32.20

20,904,355

32.40

Treasury shares (b)

416,605

0.95

416,605

0.64

-

-

Total

43,952,226

100.00

64,927,313

100.00

64,510,708

100.00

  • The Bich family concert is composed of Société M.B.D. (a company – société en commandite par actions) and of Bich family members holding direct interests in Société BIC. Most Bich family members hold direct interests in Société BIC as well as indirect interests through Société M.B.D.
  • Treasury shares without voting rights.
  • The difference between the number of shares and the number of voting rights is caused by double voting rights (see § 7.1. Information on the Company).
  • Voting rights attached to treasury shares are included in the number of theoretical voting rights but excluded from the number of exercisable voting rights.
  • This information is set forth in the threshold crossing statement sent by Silchester International Investors LLP dated on December 19, 2023 .

To the best of the Company’s knowledge, there are no agreements between the Shareholders providing preferential transfer or purchase conditions for BIC shares or agreements whose implementation could result in a change of control.

It is specified that the Bich family holding, Société M.B.D., which holds more than 20% of the share capital and of the voting rights, has concluded various collective agreements relating to the retention of at least 12 million BIC securities. These agreements date back as far as December 15, 2003 for the oldest. They include various members of the family’s concert in order to allow these members, if the need arises, to take advantage of Article 787 B of the French General Tax Code. 

The following officer is part of all or of some of these agreements: Gonzalve Bich and Nikos Koumettis. All the signatories have close personal links with Gonzalve Bich, except for Nikos Koumettis and none of them – with the exception of Société M.B.D. – holds more than 5% of the share capital or of the voting rights of the Company.

Except for the granting of double voting rights to nominative shares owned for at least two years, no special voting rights are granted to the main Shareholders.

The Company is controlled as described in the table above. The prevention of potential abusive exercise of its power by a shareholder is ensured by regular meetings of the Board of Directors and by the presence of five Independent Directors who are in the majority in the committees (Audit Committee, Remuneration Committee and Nominations, Governance and CSR Committee).

7.3.2.Employees’ shareholding

No profit sharing scheme exists in respect of the issuer (Société BIC has no employees) but each subsidiary can have its own agreement in accordance with the applicable law. Stock options plans and free share plans are described in Note 23 to the consolidated financial statements.

As of December 31, 2024, there is no employees’ shareholding (as defined in Article L. 225-102 of French Commercial Code).

7.3.3.Crossing of legal thresholds

To the best of the Company's knowledge, no shareholder has made a change in ownership during 2024 that would exceed the threshold of 5% of the capital or voting rights.

7.3.4.Declaration of statutory thresholds crossings

In accordance with article 8 bis of Société BIC, of articles of association, any individual or legal entity that comes to own more than 1% of the capital and/or voting rights is required to inform the Company of the total number of shares it owns, by registered letter with acknowledgement of receipt within five trading days of the day on which the fraction is reached. This notification must be renewed, under the same conditions, each time an additional threshold of 0.5% of the share capital or voting rights is crossed.

In this respect, several shareholders have notified the Company of the crossing of statutory thresholds during the fiscal year 2024.

7.3.5.Elements that could have influence on a take-over bid or that could delay or prevent a change of control (Article L. 225-100-3 of the French Commercial Code)

To the best of the Company’s knowledge, no element other than those mentioned below is likely to have an influence on a take-over bid, or have the effect of delaying or preventing a change of control:

7.4.Treasury shares and share buyback

 

7.4.1.Treasury shares held by Société BIC as of December 31, 2024

Purpose(a)

Number of shares

% capital

Nominal value (in euros)

Liquidity agreement

12,955

0.03

49,488.10

Free share grants

415,765

1.00

1,588,222.30

Cancellation

-

-

-

External growth operations

-

-

-

TOTAL(b)

428,720

1,03

1,637,710.40

  • Article L. 225-209 of the French Commercial Code.
  • As of December 31, 2024, the book value of BIC shares held by Société BIC in accordance with Articles L. 225-209 et seq. of the French Commercial Code amounts to 26,343,457.23 euros. As of the same date, the market value of these shares is 27,352,336.00 euros (on the basis of the closing price at this date, i.e. 63.80 euros).

7.4.2.Share buyback program – operations carried out in 2024

Operation

Number of shares

% capital

Nominal value (in euros)

Average sale/
purchase price (in euros)

Share buyback (excl. liquidity agreement)(a)

907,577

2.18

3,466,944.14

61.36

Liquidity agreement(a):

 

 

 

 

  • Share buyback

501,732

1.21

1 ,916,616.24

62.67

  • Sale of shares

511,338

1.23

1,953,311.16

62.89

Shares transferred under free share plans

271,451

0.65

1,036,942.82

59.21

Cancelled shares

649,527

1.56

2,481,193.14

61.36

Shares used for external growth operations

-

-

-

-

  • Brokerage fees related to sale and buy-back transactions disclosed above amounted to 252,702.70 euros.

 

During the last 24 months, the Board of Directors cancelled 2,331,064 shares, representing 5.60% of the share capital as of December 31, 2024.

7.4.3.Description of the share buyback program submitted to the Shareholders’ Meeting of May 20, 2025

The Board of Directors will submit to the Shareholders’ Meeting of May 20, 2025 a resolution authorizing the Board of Directors to undertake operations with regards to the shares of the Company (see section 8 Board of Directors’ Report and draft resolutions to the Shareholders’ Meeting of May 20, 202 – Resolution 5). If this resolution is approved by the Shareholders, the Board of Directors will implement the share buyback program described below. This paragraph constitutes the description of the share buyback program provided by Articles 241-1 et seq. of the General Regulation of the AMF.

Treasury shares held by Société bic as of FEBRUARY 28, 2025

Purpose

Number of shares

Liquidity agreement

37,732

Free share grants

415,765

Cancellation

28,126

External growth operations

0

Total

481,623

If the Shareholders’ Meeting of May 20, 2025 approves the above-mentioned resolution, the Board of Directors will be authorized to buy back shares representing a maximum of 10% of the share capital on the date of the decision to buy back the shares, for a maximum amount of 1.25 billion euros and in order to:

If some shares are bought back in order to hold them and to subsequently remit them as payment or exchange within the scope of a merger, demerger or contribution operation, the above-mentioned limits shall be decreased to 5% of the share capital on the date of the decision to buy back the shares. The Company will not at any time hold more than 10% of the total number of its own shares forming the share capital.

The purchase price may not be higher than 300 euros per share.

The authorization so given by the Shareholders’ Meeting would be valid for a period of 18 months starting from May 20, 2025.

It could not be used during public offers on the Company’s shares.

The purchase of shares of the Company carried out pursuant to this authorization shall also comply with the rules enacted by the French Financial Markets Authority regarding the conditions and the periods of intervention on financial market.

 

 

7.5.Investor relations

 

 

BIC’s Investor Relations team answers all inquiries from individual and institutional investors alike. All information regarding Shareholders and general financial and economic information regarding Société BIC are available on the Company’s website: http://www.bic.com/or by addressing an email to investors.info@bicworld.com.

BIC regularly holds meetings with analysts and institutional investors during roadshows and brokers’ conferences in the major financial marketplaces such as Paris, London, Frankfurt, Boston and New York City. BIC also holds meetings with dedicated SRI (Socially Responsible Investment) investors.

In 2024, BIC organized several roadshows and participated in various investor conferences to meet both shareholders and non-shareholders.

On May 29, 2024, BIC held its Annual Shareholders’ Meeting. The event was broadcasted live in video format, and a replay was available on BIC’s website after the Annual Shareholders’ Meeting. All documents and the transcript of the event were posted on the Group’s website within 24 hours of the event. The Annual Shareholders’ Meeting presentation and transcript are available to Shareholders at the following address:

https://investors.bic.com/en-us/shareholders/assemblees-generales-annuelles.

A free information hotline is also available to the individual Shareholders at +33 (0)800 10 12 14 (toll-free number for France).

7.6.Share information

 

 

BIC shares are listed on Euronext Paris (continuous quotation) and are part of the SBF 120 and CAC Mid 60 indexes.

In 2024, non-financial ratings included: CDP score of “B” for Climate; MSCI ESG rating of “AAA”; ISS ESG corporate rating of “C+”.

Its ISIN code is FR0000120966. 

BIC share price in 2024 and 2025 

 

Closing price

Average price (closing)

Highest traded

Lowest traded

Number of shares traded

Trading amounts (in thousand euros)

January 2024

64.10

64.26

65.60

62.25

399,627

25,669

February 2024

66.80

64.88

69.70

61.70

662,271

43,701

March 2024

66.20

65.45

67.95

62.70

536,236

34,978

April 2024

66.00

64.80

66.70

61.00

688,109

44,460

May 2024

68.80

66.73

69.40

64.60

533,717

35,709

June 2024

55.00

62.96

71.50

50.60

979,320

59,063

July 2024

58.00

57.09

58.70

55.10

603,005

34,391

August 2024

61.20

58.91

61.40

56.20

474,964

27,956

September 2024

60.40

61.36

63.00

59.60

577,256

35,407

October 2024

67.10

61.43

69.20

57.80

897,208

56,484

November 2024

63.10

64.45

67.70

61.30

609,853

39,201

December 2024

63.80

62.42

63.80

60.10

576,048

35,983

January 2025

63.60

62.96

64.60

61.50

630,363

39,684

February 2025

59.10

62.59

69.70

58.50

682,117

42,597

Source: Euronext (not adjusted for the extraordinary dividend paid in 2024)  

Share custodial service

SOCIÉTÉ GÉNÉRALE SECURITIES SERVICES

Département des Titres

32, rue du Champ de Tir

44312 Nantes Cedex 3 (France)

Board of Directors’ Report and draft resolutions of the Shareholders’ Meeting of May 20, 2025

This section presents the draft resolutions that will be submitted to the General Shareholders’ Meeting of the Company, scheduled for May 20, 2025 and the report of the Board of Directors (explanatory statements) regarding those resolutions. The Board of Directors’ Report and the draft resolutions are the ones approved by the Board of Directors during its meeting on February 18, 2025. They may be subject to further amendments in the final Convening Notice to be published in the BALO official journal, where necessary, in order to take into account subsequent decisions of the Board of Directors.

 

8.1.Ordinary General Meeting

 

Resolutions 1 and 2

Approval of the financial statements for fiscal year 2024

 

Purpose

The first two resolutions relate to the approval of the financial statements of the parent Company and of the consolidated group for the fiscal year ended December 31, 2024.

The parent Company financial statements for the fiscal year ended December 31, 2024 show earnings of 116,068,100.29 euros.

The consolidated financial statements for the fiscal year ended December 31, 2024 show a consolidated net profit attributable to Group Shareholders of 212,012,272 euros.

 

First resolution

Approval of the parent Company financial statements for fiscal year 2024

The General Meeting:

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.

Second resolution

Approval of the consolidated financial statements for fiscal year 2024

The General Meeting:

Resolution 3

Appropriation of earnings and setting of dividend

 

Purpose

Given the 116,068,100.29 euros in profit for fiscal year 2024 and retained earnings of 611,101,216.90 euros, together constituting the distributable earnings, you are hereby asked to:

  • set a dividend for the fiscal year ended December 31, 2024 at 3.08 euros per share. This means distributing a total dividend to Shareholders of 128,193,178.96 euros (subject to treasury shares)(1);
  • carry forward the debit balance of 12,146,228.67 euros to retained earnings; and
  • allocate 21,150 euros to the special “works of art” reserve.

The payment date for this dividend is June 3, 2025.

The dividend is defined before any tax and/or social security levy which may apply depending on the Shareholder’s personal circumstances. Shareholders are invited to consult a tax adviser, as appropriate.

 

Third resolution

Appropriation of earnings for the fiscal year ended December 31, 2024 and setting the dividend

The General Meeting, on the proposal of the Board of Directors:

 

Dividend

128,193,178.96 euros(a)

Retained earnings brought forward

(12,146,228.67) euros

Works of art special reserve

21,150 euros

  • Based on 41,621,162 shares representing the Company’s share capital as of December 31, 2024, it being specified that in the event of a change in the number of shares entitled to dividends, the total amount of dividends would be adjusted accordingly.

 

It is reminded to the General Meeting that the legal reserve is already fully allocated.

The General Meeting therefore decides to distribute a dividend for the fiscal year ended December 31, 2024, of 3.08 euros per share. If the number of shares conferring dividend rights were to change(2), the total dividend will be adjusted accordingly. Moreover, the amount allocated to the retained earnings account would be determined on the basis of dividends actually paid.

The effect of this allocation will be to increase Shareholders’ equity to 1,005,287,936.06 euros, including retained earnings of 598,954,988.23 euros.

The dividend payment date will be June 3, 2025.

The aforementioned dividend is set before any tax and/or social security levy that may apply depending on the Shareholder’s personal circumstances. It is specified that dividends paid to individuals who are French tax residents are subject to a flat-rate withholding tax (PFNL) at the rate of 12.8%. This deduction constitutes an advanced payment of income tax that is deductible from the tax due the following year.

At the time of its final taxation, for individuals who are French tax residents, the dividend is subject either to a single flat-rate withholding tax of 12.8%(3) or, if the taxpayer expressly and irrevocably opts for a global withholding tax, to income tax according to the progressive scale after application of the 40%(4) tax deduction. This option must be exercised when filing the income tax return and at the latest before the deadline for filing the return. The flat-rate withholding tax, deducted at source, is deducted from the tax thus determined. The dividend is also subject to social security withholdings at a rate of 17.2%. The portion of the social security contributions relating to the CSG due on dividends, when they are taxed at the progressive income tax rate, is, up to 6.8 points, deductible from the taxable income of the year of its payment(5). In addition, taxpayers whose taxable income exceeds certain thresholds are subject to the exceptional contribution on high incomes at a rate of 3% or 4%, depending on the case(6). Dividends paid to Shareholders who are not French tax residents are subject to a withholding tax at a rate of 12.8% for individuals and 25% for legal entities(7), in accordance with Article 119 bis of the French General Tax Code. This withholding tax may be reduced by the application of the tax treaty between France and the beneficiary’s country of residence for tax purposes, if the beneficiary proves that he or she is a tax resident of the country that has concluded the treaty with France.

The General Meeting decides that the dividend on shares held by the Company on the payment date will be allocated to “retained earnings”.

 

In accordance with the provisions of Article 243 bis of the French General Tax Code, the General Meeting notes that the following dividends were distributed in respect of the three previous fiscal years:

 

FY

Number of shares

Dividend distributed per share(a) (in euros)

2021

44,677,929

2.15

2022

43,054,271

2.56

2023

42,270,689

4.27(b)

  • Where the progressive income tax scale is chosen, dividends may qualify for the 40% deduction provided for in Article 158-3.2° of the French General Tax Code, under certain conditions.
  • As a reminder, the General Meeting of May 29, 2024 decided to distribute a dividend of 4.27 euros per share, comprising an ordinary dividend of 2.85 euros per share and an extraordinary dividend of 1.42 euros per share.

Resolution 4

Approval of a new related-party agreement relating to the conditions of departure of the Chief Executive Officer, Gonzalve Bich

 

Purpose

As a reminder, the Company has announced that it is preparing for the departure of its Chief Executive Officer, Gonzalve Bich, by September 30, 2025.

In this respect, the purpose of the 4th resolution is to invite, in accordance with Article L. 225-38 of the French Commercial Code, to acknowledge the special report of the Statutory Auditors on related-party agreements entered into by Société BIC during the fiscal year ended December 31, 2024, which mentions the conclusion of a new agreement. 

In accordance with the related-party agreements procedure, the Board of Directors, in its meeting of December 11, 2024, authorized the conclusion of an agreement between the Company and Gonzalve Bich, Chief Executive Officer and Director, regarding his succession and departure terms. This agreement covers, on the one hand, remuneration elements, indemnities, or benefits that are or may be due as a result of the termination of his duties, as well as the continuation of his supplementary health insurance.

As part of this agreement, it was decided that Gonzalve Bich’s fixed remuneration would be maintained at its current level of 950,000 US dollars per year. His variable remuneration will also remain at its current target level, with an unchanged distribution between individual criteria (30%) and quantitative criteria (70%). Additionally, in February 2025, he was granted performance-based free shares with a nominal value of 1,700,000 US dollars. The Board of Directors, in its meeting of December 11, 2024, has voted to allow Gonzalve Bich to vest on a pro-rata temporis basis in the performance shares granted. Vesting will occur based on the initial vesting schedule and on condition that the performance conditions are met.

Furthermore, Gonzalve Bich will retain, on a pro-rata basis, the benefit of the performance shares previously granted to him in connection with his role, in accordance with the applicable schedule and performance conditions. To ensure a smooth transition and in the interest of the Group, he will also receive a non-compete indemnity of 1,800,000 US dollars, covering a period of twelve months from his effective departure, subject to compliance with the terms and conditions of his non-compete obligation. Finally, his supplementary health insurance will be maintained for a period of 24 months following his departure. These elements will be included in the compensation policy applicable to Gonzalve Bich, which you will be invited to approve under the 12th resolution of this General Meeting.

Through this agreement, the Board of Directors of Société BIC aims to ensure an orderly and gradual transition, allowing the Group to maintain its momentum, profitable growth trajectory, and commercial discipline. Consequently, you are requested to approve this related-party agreement.

More detailed information on this agreement is provided in Chapter 4.2, page  4.2.1 of this Universal Registration Document and in Chapter 6, page  6.5., which includes the Statutory Auditors’ special report on related-party agreements.

It is specified as a reminder (i) that no other related-party agreements were entered into during the fiscal year ended December 31, 2024, and (ii) that no related-party agreements entered into in prior years have been continued.

 

Fourth resolution

Approval of a new related-party agreement relating to the conditions of departure of the Chief Executive Officer, Gonzalve Bich

The General Meeting:

Resolution 5

Share buyback

 

Purpose

You are asked to renew the 18-month authorization for the Board of Directors to purchase, hold or sell Company shares.

The highlights of this resolution are as follows:

  • the share buybacks may not be done during public tender offer filed by a third party for the Company's shares;
  • the maximum number of shares that may be purchased would represent 10% of the share capital;
  • the maximum purchase price would be kept at 300 euros per share. This would result in a maximum theoretical purchase amount of circa 1,248,635,000 euros (net of trading costs); and
  • share buybacks may be carried out in particular for the purpose of implementing employee shareholding plans, capital reductions and the delivery of shares in connection with external growth transactions.

The objectives and description of the authorization can be found in the resolution below and in Chapter 7 of the 2024 Universal Registration Document.

For fiscal year 2024, Société BIC repurchased 907,577 shares of the Company for a total amount of 55,692,365 euros. Of the shares repurchased, 15,692,376 euros were used to implement the free share plans and the remaining shares (representing a total amount of 39,999,989 euros) were cancelled. At December 31, 2024, the Company therefore held 428,720 of its own shares.

The Company has also entered into a liquidity contract, in force at the date hereof, the details of which are set out in Chapter 7.

Fifth resolution

Authorization for the Board of Directors to trade in Company shares

The General Meeting:

Shares may be purchased, sold, transferred or exchanged at any time on one or more occasions, except during a public tender offer period submitted by a third party, and by any means, provided that laws and regulations in force are complied with, on any market, multilateral trading facility, off the stock market, over the counter, in whole or in part through purchases of blocks of shares, by a public tender offer in cash or in shares, by using options or derivatives (with the exception of put option sales), either directly or indirectly through the intermediation of an investment services provider or in any other manner, in accordance with applicable regulations.

The General Meeting sets the maximum purchase price at 300 euros per share (excluding trading costs) and delegates to the Board of Directors in the event of corporate actions involving the Company’s equity, and notably a capital increase by capitalizing reserves, restricted stock unit awards, a stock split or reverse stock split, a distribution of reserves or any other assets, a share capital redemption, or any corporate action, the power, with the power of sub-delegation, to adjust the above purchase price to take into account the impact of such transactions on the value of the shares.

The General Meeting duly notes that the maximum number of shares that may be purchased under this authorization may not, at any time, exceed 10% of the total shares in the share capital (i.e., on an indicative basis, 4,162,116 shares as of December 31, 2024, representing a maximum theoretical purchase price (excluding acquisition costs) of 1,248,635,000 euros). Purchases of own shares by the Company may not at any time result in the Company holding over 10% of its share capital, either directly or indirectly through subsidiaries. Furthermore, the number of shares acquired by the Company to be held and used later in payment or exchange for acquisitions, merger, spin-off or contribution may not exceed 5% of its share capital.

As treasury shares are not entitled to dividends, the amount corresponding to unpaid dividends will be allocated to the retained earnings account.

The General Meeting delegates full powers to the Board of Directors with the ability to sub-delegate in accordance with the conditions set out by law, to:

The Board of Directors will inform the General Meeting of the transactions carried out pursuant to this resolution, in accordance with applicable regulation.

The authorization is granted for eighteen months from the date of this General Meeting. The authorization cancels and supersedes, for the unused portion, the prior authorization granted in the 5th resolution of the Combined General Meeting of May 29, 2024.

Resolutions 6, 7 and 8

Nomination and renewals of Directors

 

Purpose

The mandates of Gonzalve Bich and Nikos Koumettis are set to expire at the end of this Shareholders' Meeting.

On the recommendation of the Nominations, Governance, and CSR Committee, the Board of Directors proposes the renewal of the mandates of Gonzalve Bich and Nikos Koumettis for a duration of three years.

The biographies, current professional activities and activities over the last five years, as well as the number of shares held by Gonzalve Bich and Nikos Koumettis are provided in Chapter 4.1.3.3 of the 2024 Universal Registration Document.

Renewal of the mandate of Director for Gonzalve Bich, CEO

Gonzalve Bich has been a Director since 2018. He has attended 100% of Board Meetings since his renewal in 2022.

On the recommendation of the Nominations, Governance and CSR Committee, and subject to a favorable vote at the Shareholders' Meeting, the Board of Directors will formally renew Gonzalve Bich’s appointment as Chief Executive Officer after the Shareholders' Meeting. It is reminded that, on December 11, 2024, the Board of Directors and Gonzalve Bich announced that they will begin a transition process intended to close out Gonzalve’s tenure and appoint a new CEO by September 30, 2025. His terms of office as Chief Executive Officer and Director will end at the same time.

Renewal of the mandate of Director for Nikos Koumettis, Chair of the Board

Nikos Koumettis has been a Director and Chair of the Board since 2022. He has attended 100% of Board Meetings since his nomination.

On the recommendation of the Nominations, Governance and CSR Committee, and subject to a favorable vote at the Shareholders' Meeting, the Board of Directors will formally renew Nikos Koumettis’s appointment as Chair of the Board after the Shareholders' Meeting.

Appointment of Esther Gaide as Director, in replacement of Maëlys Castella

Maëlys Castella who has been Director since 2019, did not wish to seek reappointment as Independent Director, Chair of the Audit Committee and member of the Remuneration Committee. To succeed her, the Board of Directors recommended, on February 18, 2025, the appointment of Esther Gaide, for a 3 years term, as Independent Director.

The Nominations, Governance and CSR and the Board of Directors have examined her profile. In particular, they appreciated her deep financial expertise gained through several CFO positions, her strong experience in mergers and acquisitions and investor relations, as well as her understanding of multicultural challenges.

Esther Gaide, a 63-year-old French national, has over 30 years of experience in finance, having held several CFO positions in major international companies. She began her career in audit at PWC and Deloitte before joining Bolloré, where she led major financial reorganizations and contributed to the restructuring of Havas. She then served as CFO of Technicolor and Elior, gaining strong expertise in mergers and acquisitions, investor relations, and financial process optimization. Since 2017, she has been a Board member of several companies, including Iliad, Forvia, and Evoriel.

On the recommendation of the Nominations, Governance and CSR Committee, and subject to a favorable vote at the Annual General Meeting, the Board of Directors will formally appoint Esther Gaide’s appointment as Chair of the Audit Committee and member of the Remunerations Committee after the Shareholders' Meeting.

The candidates have indicated that they accept the duties entrusted to them and that they are not subject to any measure that would prohibit them from exercising those duties.

Resolution 6

Renewal of Gonzalve Bich as Director

Sixth resolution

The General Meeting:

Gonzalve Bich’s term of office will therefore expire at the end of the Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2027.

Resolution 7

Renewal of Nikos Koumettis as Director

Seventh resolution

The General Meeting:

Nikos Koumettis’s term of office will therefore expire at the end of the Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2027.

Resolution 8

Nomination of Esther Gaide as Director

Eighth resolution

The General Meeting:

Esther Gaide’s term of office will therefore expire at the end of the Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2027.

Resolutions 9 to 15

Corporate Officers and Directors’ remuneration

 

Purpose

You are invited to approve the remuneration and benefits of any kind granted or paid during the fiscal year 2024 to the Corporate Officers (ex-post vote).

This ex-post vote is subject to three resolutions:

  • approval of the information on the remuneration of all Corporate Officers for fiscal year 2024 (9th resolution);
  • approval of Gonzalve Bich’s remuneration for fiscal year 2024, Chief Executive Officer (10th resolution);
  • approval of Nikos Koumettis’ remuneration for fiscal year 2024, Chair of the Board of Directors (11th resolution).
  •  

You are also invited to approve the remuneration policy for Corporate Officers for fiscal year 2025 (ex-ante vote).

This ex-ante vote is subject to four resolutions concerning:

  • remuneration policy for the Executive Corporate Officers for fiscal year 2025 (12th resolution);
  • remuneration policy for the Chair of the Board of Directors for fiscal year 2025 (13th resolution);
  • remuneration policy for Directors for fiscal year 2025 (14th resolution);
  • remuneration granted to members of the Board of Directors for fiscal year 2025 (15th resolution).

Resolution 9

Approval of the information on the remuneration of all Corporate Officers for fiscal year 2024 (ex-post vote)

 

Purpose

Pursuant to Article L. 22-10-34 I of the French Commercial Code, you are asked to approve the information mentioned in Article L. 22-10-9 I of the French Commercial Code on the remuneration of all Corporate Officers for fiscal year 2024.

These components are described in Chapter 4.2 of the 2024 Universal Registration Document.

 

Ninth resolution

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 2024 (ex-post vote)

The General Meeting:

Resolution 10

Approval of Gonzalve Bich’s remuneration for fiscal year 2024, Chief Executive Officer (ex-post vote)

 

Purpose

Pursuant to Article L. 22-10-34 II of the French Commercial Code, you are asked to approve all components of the total remuneration and benefits paid in for 2024 or awarded for 2024 to Gonzalve Bich, Chief Executive Officer.

These components are described in Chapter 4.2 of the 2024 Universal Registration Document.

These remuneration components were determined in accordance with the remuneration policy for Executive Corporate Officers, as approved by the General Meeting of May 29, 2024.

The annual variable remuneration, the payment of which is, pursuant to French law, subject to the approval of this resolution, is detailed in Chapter 4.2 of the 2024 Universal Registration Document (paragraph 4.2.1.1).

 

Tenth resolution

Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted for fiscal year 2024, to Gonzalve Bich, Chief Executive Officer (ex-post vote)

The General Meeting:

Resolution 11

Approval of Nikos Koumettis’ remuneration for 2024, Chair of the Board of Directors (ex-post vote)

 

Purpose

Pursuant to Article L. 22-10-34 II of the French Commercial Code, you are requested to approve all components of the total remuneration and benefits paid in or awarded during the fiscal year 2024 to Nikos Koumettis, Chair of the Board of Directors.

These elements of remuneration were determined in accordance with the remuneration policy for the Chair of the Board of Directors, as approved by the General Meeting of May 29, 2024.

These components are described in Chapter 4.2 of the 2024 Universal Registration Document (paragraph 4.2.3).

 

Eleventh resolution

Approval of the fixed, variable or exceptional components of total remuneration and benefits paid or granted in fiscal year 2024 to Nikos Koumettis, Chair of the Board of Directors (ex-post vote)

The General Meeting:

Resolution 12

Approval of the remuneration policy for the Executive Corporate Officers for fiscal year 2025 (ex-ante vote)

 

Purpose

Pursuant to Article L. 22-10-8 of the French Commercial Code, you are asked to approve the remuneration policy for the Executive Corporate Officers of the Company for fiscal year 2025. This has been set by the Board of Directors on the recommendation of the Remuneration Committee.

This remuneration policy is described in the report on Corporate Governance provided for by Article L. 225-37 of the French Commercial Code included in Chapter 4.2 of the 2024 Universal Registration Document (paragraph 4.2.2).

 

Twelfth resolution

Approval of the remuneration policy for the Executive Corporate Officers for fiscal year 2025 (ex-ante vote)

The General Meeting:

Resolution 13

Approval of the remuneration policy for the Chair of the Board of Directors for fiscal year 2025 
(ex-ante vote)

 

Purpose

Pursuant to Article L. 22-10-8 of the French Commercial Code, you are requested to approve the remuneration policy for the Chair of the Board of Directors for 2025, which will now amount to 400,000 euros, it is specified that the Chair of the Board of Directors does not benefit from any supplementary pension plan or other benefits of any kind. This policy has been set by the Board of Directors on the recommendation of the Remuneration Committee.

This remuneration policy is described in the report on Corporate Governance provided for in Article L. 225-37 of the French Commercial Code included in Chapter 4.2 of the 2024 Universal Registration Document (paragraph 4.2.4).

 

Thirteenth resolution

Approval of the remuneration policy for the Chair of the Board of Directors for fiscal year 2025 (ex-ante post)

The General Meeting:

Resolution 14

Remuneration policy for Directors for fiscal year 2025 (ex-ante vote)

 

Purpose

Pursuant to Article L. 22-10-8 of the French Commercial Code, you are requested to approve the remuneration policy for the Directors of the Company for fiscal year 2025. This has been set by the Board of Directors on the recommendation of the Remuneration Committee.

This remuneration policy is described in the report on Corporate Governance provided for by Article L. 225-37 of the French Commercial Code included in Chapter 4.2 of the 2024 Universal Registration Document (paragraph 4.2.4).

 

Fourteenth resolution

Approval of the remuneration policy for Directors for fiscal year 2025 (ex-ante vote)

The General Meeting:

Resolution 15

Remuneration granted to members of the Board of Directors for fiscal year 2025 (ex-ante vote)

 

Purpose

You are requested to set a maximum total annual amount of remuneration to be allocated among members of the Board of Directors of 650,000 euros for fiscal year 2025.

 

Fifteenth resolution

Setting the total annual amount of remuneration for Directors for fiscal year 2025 (ex-ante vote)

The General Meeting:

8.2.Extraordinary General Meeting

 

Resolution 16

Authorization to reduce the share capital by cancellation of treasury shares

 

Purpose

You are requested to authorize the Board of Directors to reduce the Company’s share capital by cancellation of all or part of the treasury shares.

In accordance with legal provisions, the shares may only be cancelled up to 10% of the share capital per 24-month period.

This authorization would be for a period of 18 months and would cancel the prior authorization granted to the Board of Directors in the 16th resolution of the General Meeting of May 29, 2024.

 

Sixteenth resolution

Authorization to be granted to the Board of Directors to reduce the Company’s share capital by cancellation of treasury shares

The General Meeting:

 

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

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 16th resolution of the General Meeting of May 29, 2024.

Resolution 17

Capital increase reserved for employees

 

Purpose

The purpose of this resolution, which is part of the policy to promote employee stock ownership that has been pursued by your Company for a number of years, is to delegate your authority to the Board of Directors to carry out capital increases reserved for employees participating in its company savings plan. Under the terms of the 17th resolution, the total nominal amount of issues of shares and/or other securities giving access to the capital under the delegation of authority which would be granted to the Board of Directors, with the power of sub-delegation, for a period of 26 months, may not exceed 3% of the Company’s share capital on the date it is exercised. You will be asked to expressly waive your preferential subscription rights to the shares and/or securities that would be issued on the basis of this delegation. The nominal amount of the capital increases decided by this resolution will be deducted from the overall ceiling provided for in the 19th resolution of this General Meeting. This delegation may not be used during public offers on the Company’s shares.

Seventeenth resolution

Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities giving access to the capital, reserved for participants in a company stock ownership plan, with cancellation of preferential subscription rights in favor of the latter

The General Meeting:

Resolution 18

Capital increase to pay for contributions in kind, without preferential subscription rights

 

Purpose

It is proposed that you delegate to the Board of Directors, with the option to sub-delegate, your authority to issue shares and/or securities giving access to the Company's capital in consideration for contributions in kind made to the Company and consisting of equity securities or securities giving access to the capital. This resolution does not apply to the issue of shares or securities giving access to capital, in consideration for securities of a company, meeting the criteria set out in Article L. 22-10-54 of the Commercial Code as part of a public exchange offer initiated by the Company.

You will be asked to expressly waive your preferential subscription rights to shares and/or securities that may be issued on the basis of this delegation of authority:

  • maximum nominal amount of capital increases: 10% of the Company’s capital on the date of the operation;
  • period of validity: 26 months.

The nominal amount of the capital increases decided by this resolution shall be deducted from the overall ceiling provided for in the 19th resolution of this General Meeting. This delegation of authority may not be used without your formal authorization during a public tender or exchange offers for the Company’s shares.

 

Eighteenth resolution

Authority to be given to the Board of Directors to decide on the issuance of ordinary shares and/or securities giving present or future access to ordinary shares to be issued intended as consideration for shares tendered to the Company in connection with contributions in kind limited to 10% of its share capital without preferential subscription rights

The General Meeting:

Resolution 19

Overall limits on the amount of the issues carried out pursuant to the delegations of authority granted

 

Purpose

In light of the delegations of authority presented above, it is proposed that you decide that the maximum nominal amount of capital increases that may be carried out under the delegations of authority granted under the 17th and 18th resolutions of this General Meeting shall be set at 10% of the Company’s share capital on the date the Board of Directors decides on the issue, whereby to this maximum amount will be added, as applicable, the additional amount of shares to be issued in order to preserve, in compliance with the law and, where appropriate, applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital.

You are reminded that, in accordance with Article R. 225-116 of the French Commercial Code, the Board of Directors shall, at the time it will make use of the delegations of authority is described above, establish a supplementary report describing the definitive terms of the transaction as well as the impact on the situation of holders of equity securities and other securities giving access to the capital, in particular with respect to their percentage of their holdings in the capital. This report as well as the Statutory Auditors’ Supplementary Report will be made available to you under the conditions provided for by applicable law and regulations.

 

Nineteenth resolution

Setting of the overall limits on the amount of the issues carried out pursuant to the delegations of authority granted

The General Meeting:

Resolution 20

Amendment to Article 11 of the Company's Articles of Association relating to the deliberations of the Board of Directors

 

Purpose

In the interest of modernizing and enhancing the flexibility of the Board of Directors’ operations, it is proposed that the Shareholders amend and clarify the Company’s Articles of Association within the framework of the provisions introduced by Law No. 2024-537 of June 13, 2024, known as the “Loi Attractivité”, which aims to increase corporate financing and strengthen business competitiveness.

The proposed amendment seeks to facilitate decision-making by written consultation in cases where a physical or virtual meeting is not necessary, while ensuring compliance with the principles of collegiality and transparency in discussions.

It also aims to update the procedures for participating in the meeting by means of telecommunication with regard to the “Loi Attractivité" which stipulates, in particular, that, in principle, members of the Board of Directors who participate in the meeting by means of telecommunication are now deemed to be present for the calculation of the quorum and majority, for all decisions, including decisions for which the physical presence of the Directors was, until now, required.

 

Twentieth resolution

Amendment to Article 11 of the Company's Articles of Association relating to the deliberations of the Board of Directors

The General Meeting:

Current wording

 

Proposed new wording

"Article 11 – Board of Directors' resolution 

 

The Directors are invited to attend the Board of Directors' meetings by all means, even verbally. 

 

Except in cases excluded by Law, Directors participating in Board meeting by means of videoconference or telecommunication facilities are deemed to be present for the purpose of quorum and majority calculation. The videoconference or telecommunication facilities must allow the identification of the directors and guarantee effective participation. 

 

 

The Directors can be represented and the resolutions are taken pursuant to the conditions required by the French Laws. In case the votes are divided, the President of the Meeting's voice is preponderant. 

 

The Board of Directors may make decisions through written consultation of the Directors as permitted in the applicable laws and regulations."

 

"Article 11 – Board of Directors' resolution 

 

The Directors are invited to attend the Board of Directors' meetings by all means, even verbally. 

 

Except in cases excluded by Law, Directors participating in Board meeting by means of videoconference, telecommunication facilities are deemed to be present for the purpose of quorum and majority calculation. The videoconference or telecommunication facilities must allow the identification of the directors and guarantee effective participation,the nature and conditions of use of which are determined by the regulations in force. 

 

The Directors can be represented and the resolutions are taken pursuant to the conditions required by the French Laws. In case the votes are divided, the President of the Meeting's voice is preponderant.

 

The Board of Directors may, by written consultation of the Directors, including by electronic means, take decisions under the conditions provided for by the regulations in force. This is initiated by the Chair of the Board of Directors. The Chair shall communicate the items on the agenda subject to consultation to the members of the Board of Directors by any means. The consultation should allow each Director to respond “for”, “against”, to abstain or to make any observations. The deadline for Directors to respond may not exceed 3 working days (closing at 23:59, Paris time, on the last day of this period) from the date of dispatch of the draft decisions or any other shorter deadline set by the President, in the consultation, if the context and nature of the decision so require. The Directors communicate their vote to the Chair of the Board of Directors, by any written means, with a copy to the Secretary of the Board.

 

Failure to respond within the allotted time corresponds to non-participation. Any Director may object to the use of this method of decision-making, within the time limit indicated in the consultation. The Secretary of the Board consolidates the votes and informs the members of the Board of Directors of the result of the vote. Decisions taken by written consultation are recorded in minutes. They are kept under the same conditions as the other decisions of the Board of Directors."

 

The other paragraphs of Article 11 remain unchanged.

 

Resolution 21

Amendment to Article 14 of the Company's Articles of Association relating to the procedures for appointing the Chief Executive Officer

 

Purpose

As part of good governance practices and to provide the Board of Directors with greater flexibility in appointing the future Chief Executive Officer, it is proposed to amend Article 14 of the Company's Articles of Association, which relates to the status of the Chair, the Chief Executive Officer, and the Executive Vice Presidents.

The proposed amendment aims to allow the Board of Directors to freely appoint the Chief Executive Officer, whether or not they are a member of the Board. This development is part of a modernization approach and aligns with practices observed in several listed companies, where the separation of the roles of Chief Executive Officer and Director can enhance more agile and effective governance.

This amendment does not entail any changes to the powers of the Chief Executive Officer.

 

Twenty-first resolution

Amendment of Article 14 of the Company's Articles of Association relating to the procedures for appointing the Chief Executive Officer

The General Meeting:

Current wording

 

Proposed new wording

"Article 14 – Chair, Chief Executive Officer and Executive Vice Presidents

 

The Board of Directors chooses at its liking whether the Executive Office is taken in charge by the Chairman or by a Chief Executive Officer. The Board of Directors' Resolutions relating to the modes of exercise of the Executive Office of the Company can be taken at any moment.

 

The Board elects a Chairman among its members. The Chairman represents the Board ; he sets up and conducts the Board's work whom he accounts to the Shareholders’ Meeting. He sees to the smooth running of the Company's organs and in particular ascertains that the Directors are able to accomplish their mission.

 

In case the Board decides that the Chairman is not in charge of the Executive Office, the Board nominates a Chief Executive Officer among the Directors.

 

 

 

 

 

 

The Chief Executive Officer is vested with the largest powers in order to act in any circumstances on behalf of the Company. He exercises his powers within the limits of the corporate purpose and except for the specific powers of the Shareholders and of the Board of Directors. The Chief Executive Officer represents the Company in dealing with third parties. The Board can authorize the Chief Executive Officer to give guarantees on behalf of the Company pursuant to the terms and conditions allowed by French Laws.

 

[…]"

 

"Article 14 – Chair, Chief Executive Officer and Executive Vice Presidents

 

The Board of Directors chooses at its liking whether the Executive Office is taken in charge by the Chair or by a Chief Executive Officer. The Board of Directors' Resolutions relating to the modes of exercise of the Executive Office of the Company can be taken at any moment.

 

The Board elects a Chair among its members. The Chair represents the Board; he sets up and conducts the Board's work whom he accounts to the Shareholders’ Meeting. He sees to the smooth running of the Company's organs and in particular ascertains that the Directors are able to accomplish their mission.

 

In case the Board decides that the Chair is not in charge of the Executive Office, the Board nominates a Chief Executive Officer from among the Directors or outside of them, who must be a natural person and holds the title of Chief Executive Officer.

 

The Board of Directors determines the term of office, which may not exceed either the duration of the separation of the roles of Chair and Chief Executive Officer or, where applicable, the duration of the Chief Executive Officer’s term as Director.

 

The Chief Executive Officer is vested with the largest powers in order to act in any circumstances on behalf of the Company. He exercises his powers within the limits of the corporate purpose and except for the specific powers of the Shareholders and of the Board of Directors. The Chief Executive Officer represents the Company in dealing with third parties. The Board can authorize the Chief Executive Officer to give guarantees on behalf of the Company pursuant to the terms and conditions allowed by French Laws.

 

The Chief Executive Officer may be dismissed at any time by the Board of Directors. If the dismissal is decided without just cause, it may give rise to damages, except when the Chief Executive Officer also serves as Chair of the Board of Directors. The Chief Executive Officer is always eligible for reappointment.

 

The Board of Directors determines the remuneration of the Chief Executive Officer.

[…]"

 

The other paragraphs of Article 14 remain unchanged.

 

Resolution 22

Amendment to Article 10 bis of the Company's Articles of Association relating to the Directors representing the employees

 

Purpose

It is proposed to amend Article 10 bis of the Company's Article of Association to clarify the conditions for the termination of the terms of office of Directors representing the employees in the event of a change in the number of directors sitting on the Board.

 

Twenty-second resolution

Amendment to Article 10 bis of the Company's Articles of Association relating to the Directors representing the employees

The General Meeting:

 

Current wording

 

Proposed new wording

"Article 10 bis - Director(s) representing the employees

 

In the event the Company no longer falls under the scope of Article L. 225-27-1 of the French Commercial Code, the mandate of the Director(s) representing the employees at the Board terminates at the close of the meeting during which the Board acknowledges that the Company no longer falls under the scope of the obligation."

 

"Article 10 bis - Director(s) representing the employees

 

The provisions of this article shall cease to apply when, at the end of a financial year, the company no longer fulfills the conditions for the appointment of directors representing the employees, it being specified that the term of office of any director representing the employees appointed in accordance with this article shall expire at the end of the general meeting ruling on the accounts for the said financial year."

 

The other paragraphs of Article 10 bis remain unchanged.

Resolution 23

Authorization to perform formalities

 

Purpose

This resolution allows for the performance of the legal formalities following this General Meeting.

 

Twenty-third resolution

Authorization to perform formalities

The General Meeting fully empowers the bearer of a copy or excerpt of this document to carry out all necessary legal formalities.

(1)
Based on 41,621,162 shares representing the Company’s share capital as of December 31, 2024, it being specified that in the event of a change in the number of shares entitled to dividends, the total amount of dividends would be adjusted accordingly.
(2)
From the 41,621,162 shares in the share capital and 415,765 of treasury shares at December 31, 2024.
(3)
Article 200 A of the French General Tax Code.
(4)
Article 200 A, 2, and Article 158-3.2° of the French General Tax Code – in case of option for the progressive income tax scale, the dividend is eligible for the 40% tax deduction.
(5)
Article 154 quinquies, II of the French General Tax Code.
(6)
Article 223 sexies of the French General Tax Code.
(7)
Article 187 of the  French General Tax Code.

Additional information

9.1.Documents on display

 

Memorandum and articles of ASSOCIATION

See chapter 7 Information about the Issuer.

Historical financial information

The 2022 and 2023 Universal Registration Documents are available on Société BIC’s website (www.bic.com).

9.2.Main press releases

 

 

List of the main press releases published in 2024:

Press releases available on www.info-financiere.fr and on the Company’s website: www.bic.com

 

Date

Title

February 19

Fourth Quarter and Full Year 2023 Results

March 4

Gender Equality Index - 2023

March 21

Remuneration of Corporate Officers

April 23

First Quarter 2024 Results

May 29 

BIC Annual General Meeting May 29, 2024

June 19

Update on Full Year 2024 Net Sales outlook

July 31

Second Quarter & First Half 2024 Results

October 23

Third Quarter & Nine months 2024 Results 

December 11

Governance evolution at BIC

December 11

Acquisition of Tangle Teezer, a premium detangling haircare company

9.3.Declaration by responsible person of the Universal Registration Document

 

 

I certify the information contained in this Universal Registration Document is, to the best of my knowledge, accurate and does not omit any material fact.

I certify that, to the best of my knowledge, the annual financial statements and the consolidated financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and all undertakings in the consolidation taken as a whole, and that the Management Report, referenced in the cross-reference table,  includes a true and fair view of the development and performance of the business and of the financial position of the Company and  the undertakings in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face, and that it has been prepared in accordance with applicable sustainability reporting standards.

 

On March 26, 2025

Gonzalve Bich

Chief Executive Officer

9.4.Statutory Auditors and fees

 

Names and addresses

Principal Statutory Auditors

The Company’s Principal Statutory Auditors issue reports on the parent company and consolidated financial statements of Société BIC:

 

Ernst & Young 

Represented by Mr. Jeremy Thurbin 

1-2 Place des saisons  Paris La Défense 1- 92400 Courbevoie, France 

Tel.: +33 (0)1.46.93.60.00

Ernst & Young was appointed as Statutory Auditor of Société BIC for the first time at the General Shareholders' Meeting on May 16, 2023, for a term of six years.

Ernst & Young's term of office will expire at the close of the General Shareholders’ Meeting to be held in 2029 to approve the financial statements for the fiscal year ending December 31, 2028.

Grant Thornton

Represented by Mrs. Virginie Palethorpe 

29, rue du Pont 92200 Neuilly-sur-Seine, France

Tel.: +33 (0)1 41 25 85 85

The company Grant Thornton was appointed as Statutory Auditor for Société BIC for the first time at the General Shareholders’ Meeting on May 23, 2007, replacing the company BDO Marque & Gendrot, outgoing, for the remaining period of the mandate of the latter. 

Grant Thornton was reappointed as Statutory Auditor for a further six years at the General Shareholders’ Meeting on May 16, 2023. Grant Thornton's appointment will expire at the close of the General Shareholders’ Meeting to be held in 2029 to approve the financial statements for the fiscal year ending December 31, 2028.

Fees of the Auditors and the members of their networks

The fees of the Statutory Auditors and members of their networks borne by the Group are presented in Note 29 to the consolidated financial statements.

Auditing of historical annual financial information

Audited historical annual financial information and the corresponding Auditors’ reports for fiscal years 2022 and 2023, as well as the review of the financial position and the results related to it, were presented in previous Universal Registration Documents, which have been duly filed with the Autorité des Marchés Financiers (French Financial Markets Authority) (respectively no. D.23-0184 and no. D.24-0203) and are available on the website of the Group. In accordance with Article 19 of European regulation EU No. 2017/1129 of June 14, 2017, this information is incorporated by reference in this Universal Registration Document.

Interim and other financial information

Quarterly financial information has not been audited.

Half Year and annual financial information is the subject of reports by the Statutory Auditors.

9.5.Glossary

 

 

Adjusted means excluding non-reccuring items as detailed in Chapter 5, section 5.1.

Adjusted EBIT as a percentage of Net Sales.

Refers to the AFEP-MEDEF Corporate Governance Code of listed corporations, as revised in its December 2022 version.

Plastics that are not made of petroleum.

  • Bio-based plastics 
  • Plastics that are (partly) derived from biomass. 
  • Mass balance bio-based plastics  
  • Under the mass balance approach, biomass is used as a feedstock in place of fossil resources at the beginning of the value chain and is subsequently allocated to individual products in a defined manner. The mass balance approach is comparable to feeding “green” electricity into the power grid. It offers a way to utilize renewable raw materials in existing system of integrated production. 
  • Biomass 
  • Material of biological origin excluding material embedded in geological formations or transformed to fossilized material. This includes organic material (both living and dead) from above and below ground.

Constant currency figures are calculated by translating the current year figures at prior year monthly average exchange rates.

Regulatory database used to monitor and track specific chemical substances that are suspected to pose potential risks to human health or the environment but are not yet fully regulated. These lists are often maintained by government agencies, environmental organizations, NGO’s or industry bodies.

Hotline accessible to all BIC team members to report on, collect alerts and prevent any violation to Anti-Corruption Policy and Code of Conduct (incl. violation to human rights, serious bodily injury and environmental damage).

Categories correspond to the main markets in which the Group operates such as Stationery, Lighters and Shavers. 

 

Means at constant currencies and constant scope. Figures at constant perimeter exclude the impacts of acquisitions and/or disposals that occurred during the current year and/or during the previous year, until their anniversary date. Organic change excludes Argentina net sales.

Refers to any company which supports the Group to produce products on behalf of BIC (“non-in-house manufacturing activity”). It corresponds to Original Equipment Suppliers (OEMs) and Suppliers of Finished Goods (SFGs). 

Refer to the Chief Executive Officer, the Chair of the Board of Directors, the Directors and, as the case may be, any Executive Vice President who may be appointed.

The recognition and integration by companies of various sustainability issues in their activities, overall strategy and organization. 

Cosmetovigilance is a process designed to monitor, assess, and prevent adverse effects caused by cosmetic products after they are marketed. It ensures consumer safety and compliance with regulations by tracking any undesirable reactions associated with cosmetic use.

Within the Group, the term “customer” refers to a “distributor” and the terms “consumer” and “end-users” refer to the final consumer.

BIC's Divisions, renamed following the launch of Horizon strategic plan in November 2020 are the following: Human Expression (former Stationery category), Flame for life (former Lighter category), Blade Excellence (former Shaver category) and Other Products.

An assessment of a company’s sustainability issues through the lens of impact materiality (i.e. the importance of sustainability-related impacts – see ‘IROs’ below) and financial materiality (i.e. the importance of sustainability-related risks and opportunities – see ‘IROs’ below) (see section  3.1.1.4.1 for more details on the process followed by BIC in 2024). 

Profit realized from a business’ own operations. Income from operations is generated from running the primary business and excludes income from other sources. It includes other products income from operations as well as Group expenses not allocated to the other categories.

Ecodesign is the integration of the environment from the design of a product or service, and at all stages of its life cycle.

An Ecolabel is a voluntary method of environmental performance certification. An Ecolabel identifies products or services proven environmentally preferable overall, within a specific product or service category.

A framework to identify, assess, mitigate, monitor and manage potential enterprise-wide non-routine risks that could impact the Company’s strategy.

The Environment, Health & Safety (EH&S) Policy, defined in 2005 and signed by the CEO, codifies the Group’s commitment to minimizing the impact of its industrial activities.

The three themes commonly used to classify sustainability topics.

Commission delegated regulation EU 2023/2772 of 31 July 2023 supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards and its transposition into French law through Ordinance n° 2023‑1142 of December 6, 2023.

The standards detailing the information to be reported under the CSRD. The standards which this report comply with are the sector-agnostic standards covering 10 ESG topics.

Refer to the Chief Executive Officer, and, as the case may be, any Executive Vice President who may be appointed.

Net Cash Flow from Operating Activities less capital expenditures (CAPEX). Free Cash Flow does not include acquisitions and proceeds from the sale of businesses.

Gross profit is the margin that the Group realizes after deducting its manufacturing costs.

 

The Group Works Council, which regroups all BIC French entities, receives information on the Group's activity, financial situation, annual or multi-year employment trends and forecasts, and any preventive measures planned in the light of these forecasts, both within the Group and in each of its member companies. It is also responsible for appointing the Directors representing the employees.

A global organization that provides standards for reporting environmental, social and economic impacts.

A hedging transaction consists of purchases or sales of financial instruments that must have the effect of reducing the risk of changes in value affecting the hedged item. For an accounting transaction to qualify as a hedge, it must identify hedging items from the outset.

Top-down and bottom-up risk mapping, assessment, and treatment of Enterprise Risks and Corruption Risks jointly led by Group Risk Management and the Legal Department.  

The device implemented by the management of a company to enable it to control the risky operations that must be done by the Company. For this reason, its resources are measured, directed and supervised so that management can achieve its objectives.

  • Impacts
  • “The effect the undertaking has or could have on the environment and people, connected with its own operations and upstream and downstream value chain, including through its products and services, as well as through its business relationships.” - CSRD, annex 2
  • Risks
  • “Sustainability-related risks with negative financial effects arising from environmental, social or governance matters that may negatively affect the undertaking's financial position, financial performance, cash flows, access to finance or cost of capital in the short, medium or long term.” - CSRD, annex 2
  • Opportunities 
  • “Sustainability-related opportunities with positive financial effects.” - CSRD, annex 2

Life Cycle Analysis (LCA) is a method for assessing a product’s total environmental impact in each successive phase in its life: the extraction and transportation of the raw materials used to make it, the manufacturing processes, transportation to the consumer, product usage, and finally, end of life and waste processing.

Incident in the workplace resulting in an injured person, unable to work for at least one day (the day of the incident is not included).

Principal revenue-producing activities of the entity and other activities that are not investing or financing activities.

Cash and cash equivalents + Other current financial assets – Current borrowings – Non-current borrowings (except financial liabilities following IFRS 16 implementation).

A product is considered as a new one in the year of its launch and the three following years.

Plastics that are from non-virgin petroleum. This includes recycled plastics (pre- and post-consumer) and alternative plastics (bio-based, ...).

Outsourced contract manufacturer for the development and production of finished products according to BIC design intent, specifications and potentially incorporating innovation and technologies not mastered by BIC. 

Freely granted shares of Société BIC subject to performance conditions.

The advantage conferred by Article L. 225-132 of the French Commercial Code to the shareholder allowing him, during a given period, to be able, at the time of a capital increase, to assert a right of preference the acquisition of new shares under the conditions provided for by the Extraordinary General Meeting.

A U.S. standard requiring companies to develop a program to protect workers from the impacts of various chemicals.

The Product Safety Statement, implemented in 2001, specifies the ten commitments adopted to ensure that the products developed and manufactured by BIC are safe for human health and the environment. 

REACH is a regulation of the European Union, adopted to improve the protection of human health and the environment from the risks that can be posed by chemicals.

 

Plastics that have been reprocessed from recovered material by means of manufacturing process and made into a final product or into a component for incorporation into a product. It includes pre- and post-consumer recycled plastics.

  • Pre-consumer recycled materials

Materials diverted from the waste stream during a manufacturing process. Excluded is reutilization of materials such as rework, regrind or scrap generated in a process and capable of being reclaimed within the same process that generated it.

  • Post-consumer materials

Materials generated by households or by commercial, industrial and institutional facilities in their role as end users of the product which can no longer be used for its intended purpose. This includes returns of material from the distribution chain.

The possibility of an event occurring whose consequences could affect:

  • the ability of the Company to achieve its objectives;
  • the ability of the Company to respect its values, ethics and laws and regulations;
  • the persons, assets, the environment of the Company or its reputation.

A U.S. regulation on chemical accident prevention for facilities using extremely hazardous substances.

All permanent employees, fixed-term contracts, apprentices and interns.

Scope 1, 2 and 3 are ways of categorizing both direct and indirect Company greenhouse (GHG) emissions. 

  • Scope 1 emissions are GHG emissions emitted directly from the Company. 
  • Scope 2 emissions are indirect GHG emissions emitted from the energy purchased by the Company. 
  • Scope 3 emissions are also indirect GHG emissions, accounting for upstream and downstream emissions of a product or service, and emissions across a Company’s value chain.

A European Union law on safety for sites with major accident risks.

For direct and indirect spend suppliers, BIC has set up criteria to qualify them as strategic. The criteria are linked to BIC’s spending, the uniqueness of a supplier, its impact on BIC’s business continuity, growth and development, and the sustainable advantages brought to BIC.

Suppliers of BIC products produced for BIC by contract manufacturers and ready to be sold.

The Sustainable Development Goals (SDGs), also known as the Global Goals, were adopted by the United Nations in 2015 as a universal call to action to end poverty, protect the planet, and ensure that by 2030 all people enjoy peace and prosperity. The 17 SDGs are integrated—they recognize that action in one area will affect outcomes in others, and that development must balance social, economic and environmental sustainability.

Refers to the section in BIC’s Management Report where the information about sustainability matters prepared in compliance with Directive 2013/34/EU of the European Parliament and of the Council, its transposition into French law through Ordinance n° 2023‑1142 of December 6, 2023 and the ESRS is presented.

 

A cross-functional initiative aiming at providing a holistic framework for the management of procurement-related risks (ESG, Finance and Business Ethics) and improving the overall due diligence process.

All salaried team members and temporaries and self-employed contractors.

Net costs [balance of income and expenses]  of corporate headquarters including IT, finance, legal and HR costs, and of our shared services center. These also include other net costs that can’t be allocated to Divisions, notably restructuring costs, gains or losses on assets’ divestiture, etc. Major unallocated items will be separately identified and disclosed.

 

Cross-reference table for Universal Registration Document

 

 

This reference table is based on the headings set out in Annex I and II of Delegated Regulation (EU) 2019/980 of the Commission of March 14, 2019 and refers to the pages of this Universal Registration Document on which the relevant information can be found.

 

No.

Information

Pages

1.

Persons responsible, third party information, experts’ reports and competent authority approval

 9.3.

2.

Statutory Auditors

 9.4.

3.

Risk factors

 Risk factors and management

4.

Information about BIC

 7.1.

5.

Business overview

 

5.1

Principal activities

 1.1. ;  5.1.

5.2

Principal markets

 1.4.1

5.3

The important events in the development of the issuer’s business

 1.3.7

5.4

Strategy and objectives

 1.3.

5.5

Dependence on patents, licenses, industrial, commercial and financial contracts or new manufacturing processes

N/A

5.6

Basis for any statements made by the Group regarding its competitive position

 1.4.1 ;  5.1.

5.7

Investments

 5.4.

6.

Organisational structure

 

6.1

Brief description of the Group

 1.4.

6.2

List of significant subsidiaries

 Note 28

7.

Operating and financial review

 

7.1

Financial condition

 1.2.1 ;  5.2. ;  6.1. - 5.

7.2

Operating results

 The Group in 2024 1. ;  2-2 ;  Note 4

8.

Capital resources

 

8.1

Information on BIC’s capital resources

 3.

8.2

Sources and amounts of cash flows

 5.

8.3

Information on borrowing requirements and funding structure

 Note 16

8.4

Restrictions on the use of capital resources

N/A

8.5

Anticipated sources of funding

 Note 26

9.

Regulatory environment

 

9.1

Detailed description of the significant regulatory environment 

 3.2

10.

Trend information

 

10.1 

Recent trends affecting production, sales, inventory and costs and prices

Significant changes in financial performance related to published information

Trends that may have a significant impact on Société BIC  (the case may be,  negative declaration)

 1.3.2

11.

Profit forecasts or estimates

 

11.1

Publication of current/invalid profit forecast or estimate (if applicable)

N/A

11.2 

Declaration of the main hypothesis regarding the declaration of estimated/ forecast profit 

N/A

11.3 

Statement on the basis of the declaration of estimated/forecast profit

N/A

12.

Administrative, management and supervisory bodies and Executive Corporate Officer 

 

12.1

Board of Directors and Senior Management

 4.1.

12.2

Conflicts of interest affecting administrative, management and supervisory bodies and Senior Management

 4.1.2.8

13.

Remuneration and benefits

 

13.1

Remuneration and benefits in kind

 4.2.

13.2

Amounts set aside or accrued to provide pension, retirement or similar benefits

 4.2.2.4

14.

Board practices

 

14.1

Expiry date of current terms of office

 4.1.2.1

14.2

Service contracts

N/A

14.3

Information about the issuer’s Audit Committee and Remuneration Committee

 4.1.4.3

14.4

Statement regarding the compliance with the Corporate Governance regime

 4.1.1.5

14.5

Potential material impacts on Corporate Governance

N/A

15.

Employees

 

15.1

Number of employees and breakdown of persons employed

 3.1.7

15.2

Shareholding and stock options

 4.2.2.3

15.3

Employees involvement in the capital of the issuer

 Note 23 7.3.2.

16.

Major Shareholders

 

16.1

Notifiable interests in share capital or voting rights

 7.3.3.

16.2

Existence of specific voting rights

 7.3.1.

16.3

Control of BIC

 7.3.1.

16.4

Agreements known to BIC which could lead to a change in control, if implemented

N/A

17.

Related-party transactions

 Note 25

18.

Financial information concerning BIC’s assets and liabilities, financial position and profits and losses

 

18.1

Historical financial information

 6.1. ;  6.3.

18.1.1

Audit of historical annual financial information (last three years) and audit report for each year

 9.4.

18.1.2

Change of reference date (if applicable)

N/A

18.1.3

Accounting standards

 Note 1 - 1-1-5

18.1.4

Change in accounting standards

N/A

18.1.5

Details of audited financial information

 6.1.

18.1.6

Consolidated financial statements

 6.1.

18.1.7

Latest financial information

 Note 1

18.2

Interim financial information and other

 Interim and other financial information

18.2.1

Publication of quarterly and half-year financial information 

 Interim and other financial information

18.3

Audit of annual historical financial information

 9.4.

18.3.1

Independent audit report

 6.2.

18.3.2

Other audited information (if applicable)

N/A

18.3.3

Financial information not extracted from the audited financial statements of BIC (if applicable)

N/A

18.4

Pro forma financial information

N/A

18.5

Dividend policy

 1.3.1

18.5.1

Distribution of dividends and applicable restrictions

 5.3.

18.5.2

Dividend amount per share

 5.3.

18.6

Legal and arbitration proceedings

 1.3.5

18.7

Significant change in the financial position

 1.3.7

19.

Additional information

 

19.1

Share capital

 Note 15 Note 9 ;  7.3.1.

19.1.2

Other shares

N/A

19.1.3

Treasury shares

 15‑2 ;  7.4.

19.1.4

Tradeable securities

 Stock options granted to Gonzalve Bich by the Company during the financial year - Summary of stock options granted with performance conditions ;  Achieving Horizon Stock Option Plan 23-3 

19.1.5

Conditions of acquisition

N/A

19.1.6

Options or agreements

N/A

19.1.7

History of share capital

 7.3.

19.2

Memorandum of association and Articles of Association

 7.1.2.

19.2.1

Corporate purpose

 Corporate purpose

19.2.2

Rights and privileges of shares

 Rights, preferences and restrictions attached to each class of existing shares ;  7.3.1.

19.2.3

Items potentially affecting a change of control

 7.3.5.

20.

Material contracts

 

20.1

Summary of contracts to which Société BIC and members of the Group are parties and other contracts

N/A

21.

Documents available

 

21.1

Statement of searchable documents

 Historical financial information

Cross-reference table with the Annual Financial Report

 

 

The Universal Registration Document contains all of the information in the Annual Financial Report governed by Article L. 451-1-2 of the French Monetary and Financial Code. To make this information easier to find, the following cross-reference table lists it by main topic.

 

No.

Information

Pages

 

Annual Financial Report

 

1.

Parent company financial statements

 6.3.

2.

Consolidated financial statements

 6.1.

3.

Statutory Auditors’ Report on the parent company financial statements

 6.4.

4.

Statutory Auditors’ Report on the consolidated financial statements

 6.2.

5.

Certification report on sustainability information

 3.1.12

6.

Management Report including, at least, information mentioned in Articles L. 225-100, L. 225-100-2, L. 225-100-3 and L. 225-211 paragraph 2 of the French Commercial Code

 Cross-reference table with the management report

7.

Declaration by person responsible for the Universal Registration Document

 9.3.

8.

Auditors’ fees

 Note 29

Cross-reference table with the management report

 

 

This Universal Registration Document includes information of the Company Management Report and Group Management Report, as provided for in Articles L. 225-100 et seq. and L. 232-1 of the French Commercial Code, as well as the report on the Corporate Governance pursuant to Articles L. 225-37 et seq. of the French Commercial Code, and of the Extra-financial Performance Statement, as provided for in Article L. 225-102-1 of the French Commercial Code.

The following table cross-refers each section of the Management Report to the corresponding pages of the Universal Registration Document:

 

No.

Information

Pages

 

Management Report

 

1.

Activity and business development/Results/Financial situation and performance indicators

 5.1.

2.

Use of financial instruments by the Company, when relevant for the assessment of its assets, liabilities, financial position and results

 Note 24

3.

Description of the main risks and uncertainties

 2.2.

4.

Financial risks related to climate change

 2.2.

5.

Information on the risks incurred in the event of changes in interest rates, exchange rates or stock market prices

 24-2

6.

Internal control and risk management procedures

 2.3.

7.

Existing branches

 22-1

8.

Material acquisitions of equity interests in companies with their head office in France

N/A

9.

Post-closing events/Outlook

 1.3.2 - 1.3.7

10.

Dividends paid over the past three fiscal years

 5.3.

11.

Operations by the Company on its own shares

 7.4.

12.

Adjustments to the rights of holders of share equivalents

N/A

13.

Environmental, social and societal responsibility information

 Corporate Social Responsibility and Performance

14.

Research and development activities

 1.4.2

15.

Terms of payment of trade payables and receivables of Société BIC

 Publication of customer payment periods

No.

Information

Pages

 

Management Report

 

16.

Vigilance plan

 3.2

17.

Extra-financial Performance Statement:

 Corporate Social Responsibility and Performance

 

Company’s business model

12 - 13

 

Description of the main risks regarding the way the Company considers the social and environmental consequences of its activity, and effects of this activity regarding the respect of Human Rights and on the fight against corruption and tax evasion

 Corporate Social Responsibility and Performance

 

Description of the policies implemented by the Company and results of these policies

 Corporate Social Responsibility and Performance

 

Social consequences of the Company’s activity

 3.1.7 - 3.1.9

 

Environmental consequences of the Company’s activity

 3.1.3 - 3.1.6

 

Effects of the Company’s activity regarding the respect of Human Rights

 3.1.8

 

Effects of the Company’s activity regarding the fight against corruption

 3.1.10

 

Effects of the Company’s activity regarding the fight against tax evasion

 BIC’s Code of Conduct

 

Consequences of the Company’s activity on climate change and use of the goods and services it produces

 Corporate Social Responsibility and Performance

 

Societal commitments in favor of sustainable development

 Corporate Social Responsibility and Performance

 

Societal commitments in favor of circular economy

 3.1.6

 

Collective agreements reached within the Company and on their impact on the economic performance of the Company and on the working conditions of the employees

 3.1.7.4

 

Action to fight against discriminations and promote diversity

 3.1.7.2.1

 

Measures in place in favor of disabled employees

 3.1.7.2.1

 

Appendice

 

 

Five-year financial summary

 5.

Cross-reference table of the corporate governance report

 

 

This Universal Registration Document includes information of the Company Corporate Governance Report pursuant to the Articles L. 225-37, L. 225-37-1, L. 22-10-8, L. 22-10-9, L. 22-10-10, L. 22-10-11 of the French Commercial Code.

 

No.

Information

Pages

1.

Choice of organization of the Management

 4.1.1

2.

Composition, conditions for preparing and organizing the work of the Board of Directors

 4.1.2.1 ;  4.1.3

3.

Limitation of the powers of the Management

 4.1.4.1

4.

Main functions and directorships held in any company by each by Corporate Officer

 4.1.3.3

5.

Policy on diversity applicable to the Board of Directors

 4.1.2.3

6.

Way the Company seeks gender balance within the Executive Committee and the top management, and results in terms of diversity among the 10% top-level positions

  3.1.7.2.1 ;  4.1.2.3

7.

Agreements entered into between a Corporate Officer or a significant Shareholder with a controlled by the issuer within the meaning of Article L. 233-3 of the French Commercial Code (regulated agreements)

 6.5.

8.

Description of the procedure put in place by the Board of Directors on regular assessment of agreements entered into in the ordinary course of business and on arms’ length terms, pursuant to paragraph 2 of Article L. 225-39 and of the Article L. 22-10-12 of the French Commercial Code

 Procedure for assessing current agreements

9.

Transactions in Company’s shares by Corporate Officers

 Transactions in the Company’s shares carried out by persons with managerial responsibilities and closely related persons in 2024

10.

Compensation policy applicable to Executive Corporate Officers of which restrictions on the exercise of stock options or the sale of shares by Corporate Officers, in the event of the grant of stock options or free shares

 4.2.2

11.

Remuneration and benefits of any kind paid during the past fiscal year to each corporate executive officer

 4.2.1 ;  4.2.3

12.

Ratio between compensation paid to the Executive Corporate Officers and the average and median compensation received by BIC employees

 4.2.5.2

13.

Summary table of the implementation of AFEP-MEDEF Code

 4.1.1.5

14.

Table of authorizations to issue new shares and share equivalents

 7.2.

15.

Terms and conditions specific to Shareholder participation in the Shareholders’ Meetings

 Shareholders’ Meetings – Methods of calling meetings – Conditions of admission – Conditions for exercising voting rights

16.

Arrangements which may have a bearing in the event of a public takeover (including capital structure and elements provided for in Article L. 22-10-11 of the French Commercial Code)

 7.3.5.

17.

Share capital

 Note 15 ;  9-1 ;  7.2. - 7.3.

18.

Employee share ownership

 7.3.2.

19.

Statutory requirements governing changes in the share capital and Shareholders’ rights

 Shareholders’ Meetings – Methods of calling meetings – Conditions of admission – Conditions for exercising voting rights