Société BIC SA (EPA:BB)
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AGM 2024

May 29, 2024

Moderator

On behalf of all board members, I am delighted to welcome you at Société BIC's shareholders' general meeting for the financial year 2023. This AGM is webcast live on the BIC's corporate website and will be available for replay. Let me now first introduce the directors and members of the management team who are attending the event here in the auditorium with us.

Attending directors today are Carole Callebaut-Piwnica, the chair of the Remuneration Committee and member of the Nominations, Governance and CSR Committee, Candace Matthews, chair of the Nominations, Governance and CSR Committee and member of the Audit Committee, Maëlys Castella, chair of the Audit Committee and member of the Remuneration Committee, Héla Madiouni , director representing employees and member of the Remuneration Committee, Marie-Aimée Bich-Dufour, member of the Nominations, Governance and CSR Committee, Édouard Bich, who represents MBD and who's a member of the Audit Committee, Véronique Laury, member of the Remuneration Committee, Jake Schwartz, member of the Audit Committee, Pascal Chevalier, director representing employees, and Gonzalve Bich, director and Chief Executive Officer. Some members of the executive committee are also attending the event here in the auditorium.

We are also joined by Laura Vanhoutte, the secretary of the board of directors, who will be acting as the secretary for this AGM. I will ask you to allow the presence of journalists and analysts here in the auditorium, yet as this being BIC's shareholders' general meeting, priority will be given to them for the Q&A session. The following persons will act as vote tellers: Mr. Édouard Bich, who represents M.B.D., shareholder and director; and Mrs. Domitille Méhoas, who represents Pison Capital , shareholder. I hereby declare the general meeting of our company open, and I now hand over the floor to Laura Vanhoutte.

Laura Vanhoutte
Board Secretary and Director of Corporate, Securities, and M&A, Société BIC

Thank you, Mr. Chair.

Let me remind you that this general meeting was convened by a prior notice of meeting that was published in the French Journal of Official Legal Notices from the 19th of April and the Companies Gazette of the 13th of May, 2024. Let's now move on to the attendance sheet and the quorum. An attendance sheet was drawn up. It was signed by each member of the general meeting, either in their personal capacity or as someone else's authorized representative. 1,740 shareholders who have more than 35 million shares that account for 85.91% of the capital are present or represented today. As 25% of the shares that constitute the share capital and that are with voting rights attached are present or represented, the general meeting is declared lawfully constituted and may validly deliberate on ordinary and extraordinary matters. I will disclose the final figures before the vote on resolutions.

All documents provided for by the law have been laid before me. They were made available for shareholders at the corporate head office as well as on the corporate website within statutory deadlines. We will remind you of and explain in detail the AGM's agenda before the vote on resolutions. This agenda was set by the Board of Directors meetings on the 19th of February, 2024, and the 26th of March, 2024. Besides, for your information, no shareholder has tabled any draft resolution. Thank you very much. Thank you, Laura.

Moderator

Ladies and gentlemen, dear shareholders, thank you for attending in person or online this general meeting on the financial year 2023. First, we shall look in detail at the strategic advances of our Horizon plan in 2023. Then we'll comment the 2023 financial results as well as Q1 2024 operations that we recently published.

Besides, we'll take stock on the advances of our CSR program, and we shall give a specific presentation on our Flame for Life activity in Europe. We will also be looking at governance-related issues, and our statutory auditors will comment their audit reports. Last, we will be presenting the resolutions that will be put to your approval, and we will take time to answer your questions before moving on to the vote on resolutions. Let's now start with the highlights of the financial year 2023 that I will summarize with two slides. In 2023, we maintained our sturdy capacity of delivery with the support of our Horizon initiatives that we keep building on to reach our growth and margin objectives for 2025, thanks to the commitment of all our teams across the world. 2023 was again a growth year for BIC.

We have recorded a rise in our sales in constant currencies across all our divisions. Our revenues stood at EUR 2.263 billion, up 9.2% in constant currency. We won market shares in our key regions, mainly thanks to our strong commercial delivery as well as our constant innovation with the successful launch of several products. In order to fuel this growth, we continued to strengthen our marketing skills by implementing innovative campaigns to boost growth across the different categories and to develop our retail or brick-and-mortar presence and online presence with now 13% of our revenues of the group revenues generated in e-commerce in 2023. Our operational excellence efforts contribute to an improvement of the gross margin by 240 basis points against the previous year. This is mainly the result of the optimization of our procurement process and of our supply chain.

Our performance enables us to prepare for the future, but it also allows us to maintain an attractive remuneration or compensation policy for you, our shareholders. In line with the BIC's capital allocation policy, the board of directors has decided to propose for the financial year 2023 a total dividend of EUR 4.27 per share, including an ordinary dividend of EUR 2.85 per share and an exceptional dividend of EUR 1.42 per share. The ordinary dividend of EUR 2.82 per share is up 11% against the dividend paid out for the financial year 2022, and this corresponds to a ratio of 50% of the net earnings per share generated in 2023 in line with our policy. Besides, for the current year, we launched a share redemption program that can reach up to EUR 40 million. Thus, the overall remuneration accruing to shareholders should reach EUR 220 million.

It would account for a 5% increase if compared with the overall compensation of EUR 210 million for FY 2023, which itself is significantly up against the previous years. Let's now watch a video that will give greater details about our 2023 performance as well as on our progress on the Horizon strategic plan. François Stein, our group's vice president of financial control, will then be presenting the financial results for FY 2023 and those of the Q1 in 2024. Thank you.

François Stein
Partner, Mazars

Hello. We will showcase what BIC has accomplished in 2023 and glance at the path we are on in 2024. As you know, our horizon strategic plan remained at the forefront of our minds and continues to drive the BIC behavior. In 2023, we grew net sales across all divisions supported by disciplined execution but also by our innovations and successful launches. We boosted our marketing capabilities with impactful campaigns that drove growth across multiple sales channels and geographies. All in all, we delivered net sales of close to EUR 2.3 billion, up 9.2% at constant currencies, while improving strongly our profitability as our operating margin rate now stands at 14.7% against 14% in 2022. 2023 was about execution. Understanding our consumers' evolving needs enabled us to maximize how we deliver the right product with the right price and on the right channel.

With our revenue growth management initiatives, we have continued to streamline our product portfolio by reducing the SKU count while increasing net sales per SKU and optimizing our inventory level. Alongside our expanding retail channels, our e-commerce performance was robust in 2023. We successfully outpaced our key markets in value in the U.K., France, Germany, and the U.S., and our e-commerce net sales grew by 13%. Geographic expansion remained a significant contributor to BIC's group sales. This has positively contributed to our profitability. We mainly relied upon our existing infrastructure to have access to fast-growing markets such as Eastern Europe, the Middle East, and Africa, all of which saw double-digit net sales growth in 2023. 2023 was also a great year in terms of product innovation. For example, our EZ Reach lighter achieved a milestone of EUR 100 million of cumulative net sales since its launch in Q3 2020.

Overall, the products launched in the last three years have generated close to 10% of the group sales in 2023. This shows that our consumer-centric approach, which is enriched by data, actively contributes to boosting our sales. It's important to remember that in an inflationary environment, one of BIC's strengths is offering true value-for-money products for consumers, and the results speak for themselves. I'm delighted to announce that BIC was ranked 12th out of the 1,300 most-loved brands by the French public in an annual survey. This recognition is a testament to our brand loyalty and the demand for our products. Besides, our efforts in terms of operational excellence contributed to a strong improvement in our gross margin of 240 basis points over 2022. This reflects mainly our work to improve our operational process and our production assets.

In 2023, we also made progress on our environmental, social, and governance goals, and we took steps as well to reduce to minimize our overall carbon footprint. We continued our engineering work to provide more value, for example, by overhauling some parts or subassemblies or redesigning them to reduce mass without compromising on quality or usability. There's something which is very close to my heart: the fact that BIC contributes to promoting a lifelong love for learning and provides educators and students with the tools they need to succeed. We have put a lot of energy into the creation and execution of programs that focus on the first stages of handwriting development, particularly amongst highly underprivileged communities in Europe and Africa. In the last five years, BIC initiatives have improved the learning conditions of nearly 200 million children the world over.

Thus, we are well on track to meet our goal, which is to support 250 million children by 2025. In 2024, we'll continue to innovate to improve our products. As regards, for example, the EZ Reach lighter, we'll make targeted investments in brand support and to improve our delivery. I'm also delighted at the recent launch of our very first reloadable utility lighter, BIC EZ Load. It's a long-lasting eco-friendly model which can be reloaded up to 10 times with a BIC Maxi pocket lighter for up to 15,000 lights. Besides, its body is made of nearly 50% recycled plastic. This innovation perfectly illustrates our strategy, which is meant to seize various opportunities to light a flame and to meet a demand for more sustainable lighters with a lower environmental footprint. As for our iconic four-color paint range, it will be adapted to meet consumer needs in the various regions.

I'm delighted that BIC was chosen by the Paris 2024 Olympics to deliver a range of officially licensed products to celebrate the upcoming summer Olympics. This special collection features nine new designs of the BIC four-color pens which are being sold across retail and in official Olympic stores. Besides the launch of new products, we continue to boost growth across all our categories by relying upon excellence marketing with the launch of several innovative marketing campaigns in 2024. Before I wrap up, I'd like to remind you of the three imperatives that reflect BIC's performance in 2023 and that will help us to continue our success in 2024: momentum, confidence, and disciplined execution.

As long as we continue to harness our unique manufacturing footprint and embrace the new capabilities built under our strategic Horizon plan, we remain in an excellent position to reach our strategic ambitions and generate long-term profitable growth for all our stakeholders. Since the beginning of our Horizon plan, we have reached our targets. Actually, we have over-delivered on our growth and free cash flow targets for the last three years. Our solid results in 2023 allowed us to further improve our return to shareholders, totaling to more than EUR 200 million, including dividends and share buyback. I am confident in our ability to reach our goals going forward and to further create value for all stakeholders.

These achievements would not be possible without the outstanding engagement of our 15,000 staff across the world that I'd like to thank for their contribution to our success that we are sharing with you today. More than ever, we are determined to double down on our efforts to deliver on our horizon plan and to continue profitable growth. Thank you very much.

Moderator

Good morning. I'm going to present BIC's consolidated results first for the FY 2023 and for the 2024 Q1, and I will conclude with our prospects for this year. Let's first start with an overview of our financial performance in 2023. Our sales stood at close to EUR 2.3 billion, up 9.2% in constant currency and +3.7% excluding Argentina. The adjusted operating profit stood at EUR 333 million, up 6.9% for a 14.7% margin.

The positive impact of the improvement of our gross margin, which is linked with the price and mix effect and also with the optimization of our operational process, was partially compensated by the continuation of operational investments and brand support. The adjusted net earnings per share was EUR 5.7, up 11.3%. Last, free cash flow stood at EUR 249 million. Let's now look at our 2023 performance for each division. First, the sales of the Human Expression division stood at EUR 846 million, driven by the success of basic products such as the iconic four-color pen and also by added-value products such as our gel pens. Then, the sales of the Flame for Life division stood at EUR 852 million, driven by distribution gains and strong commercial delivery in Europe, Latin America, in the Middle East, and also in Africa. Last, the sales of our Blade Excellence division stood at EUR 537 million.

Our three-to-five-blade razors have enjoyed a growth rate that was higher than that of the market across all three key regions. On this table, you can see all key items of the 2023 P&L with mainly our sales, the adjusted operating results, and net adjusted profit. Let's now move on to the variation in our net cash position between December 2022 and December 2023. Free cash flows that include our industrial investments worth EUR 105 million stood at EUR 249 million. We paid out EUR 110 million in dividends and redeemed for EUR 116 million of shares net of the liquidity agreement. Our net cash position improved in 2023 and reached EUR 385 million. Let's now move on to the results for Q1 2024. Our sales stood at EUR 522 million, which is stable in constant currency excluding Argentina.

This is mainly accounted for by the impact of Asian competitive imports on the North American lighter market. However, this was partially offset by the good performance of our two other divisions, mainly in Europe. The adjusted operating profit for the first quarter was EUR 63 million for a margin of 12%. The adjusted net EPS stood at EUR 1.04. Last, we generated strong net cash flows of EUR 24 million on this quarter, which has contributed to a strong net cash position at the end of March: EUR 393 million. Now, in conclusion, let me present our prospects for 2024. Our sales growth should be hovering between 5% to 7% in constant currency excluding Argentina. We are also expecting a slight improvement in our adjusted operating margin. Last, free cash flow generation should be in excess of EUR 220 million. Thank you for your attention.

We are now going to watch a video where Elizabeth Mowl , who's in charge of insights, innovation, and sustainable development at BIC, is going to present our achievements in sustainable development in 2023.

Speaker 13

Today, I'm going to highlight BIC's accomplishments in 2023 in regard to sustainability and our ongoing progress towards our commitments. As a world leader in human expression, lighter, and shaver products, and one of the world's most recognized brands, we have a responsibility to minimize our impact on the planet and positively contribute to society. It's about more than just recycling. BIC is empowering people, lifting up communities, and lighting the way. This vision comes to life in our Writing the Future Together sustainable development program launched in 2018.

In three focused categories: product, planet, and people, we are committed to fostering sustainable innovation in our products, acting against climate change, creating and maintaining safe work environments, improving lives through education, and proactively involving suppliers to ensure responsible approaches. We've set ambitious targets to guide our sustainability journey. While we've made significant strides, there's still more work ahead. Since the beginning of our Writing the Future Together program, we have achieved significant milestones, including reducing our Scope 1 and 2 emissions by 61% compared to 2019, reaching 91% renewable energy usage on all sites, achieving 81% of all our consumer plastic packaging becoming reusable, recyclable, or compostable, reaching 83% of our strategic suppliers adopting our responsible purchasing program, in turn ensuring secure, innovative, and efficient sourcing, improving the learning conditions for almost 200 million children, highlighting that 33% of people in leadership roles are women.

Our commitment to sustainable innovation remains unwavering. In our product focus, we aim to have 100% of our consumer plastic packaging to be reusable, recyclable, or compostable by 2025. We have made amazing progress on this goal. Consider our iconic BIC Cristal ballpoint pen. While it remains the world's best-selling pen, it has evolved significantly over the last 70 years. In 1950, the barrel weighed 4.4 grams, while today our value engineering approach has helped us reduce this weight to 3.1 grams without any loss in quality. Another example is a new version of our iconic four-color pen. This redesigned pen with its lighter clip and BIC Boy silhouette saves the equivalent amount of plastic needed to make more than 2.6 million BIC four-color pens every year. See the limited edition Paris Games version of the pen this summer.

In our planet focus, we are actively doing our part to combat climate change and reduce our global footprint. As I mentioned, today over 90% of electricity at BIC-owned facilities comes from renewable sources, resulting in the reduction of approximately 40,000 metric tons of CO2. That's the equivalent of charging over 2.5 billion smartphones or 17,000 liters of gasoline usage. In our people focus, we are committed to improving lives through education and inclusion. Here are some examples to illustrate this and for which I'm very proud. In South Africa, we donated writing and self-expression tools to over 4,000 students and 300 teachers. In Nigeria, we transformed and renovated a Lagos school, engaging over 1,000 students and 100 teachers. In India, we worked with a school in Mumbai to donate writing and self-expression tools to around 2,700 students and hosted an arts competition.

In the U.S., we partnered with Junior Achievement to lead hands-on activities, teaching students about business and financial literacy. Lastly, in France, we welcomed around 150 secondary school students to our Samer Factory to create unique pieces of artwork using our products. We're positively impacting the lives of children everywhere, every day, with moments of creativity, simplicity, and joy, true to our DNA. We are also measuring progress in the areas of belonging, attraction, promotion, and influence in making changes. Today, women make up 44% of our workforce. Women also hold equal representation on our board of directors, making up 50% of the seats. As you have heard, we are making a big impact globally. Together, we're shaping a future where joy, simplicity, and sustainability intersect.

I look forward to sharing more about the progress of our commitments as we remain focused on executing our Horizon strategy and reaching our sustainability targets for 2025 and beyond.

Moderator

Now I'll turn it over to David Cabero, General Manager, Europe, who will present our strategy in the Flame for Life division in Europe.

David Cabero
General Manager, Société BIC

Thank you, Gonzalve. Hello, everyone. I'm David Cabero, General Manager, Europe. Let me talk to you today about our strategy to accelerate the growth of our lighter business in Europe. As we all know, France and Europe was built around a historical pillar, which was writing, since 2020. And with the Horizon Plan and its implementation, we decided to accelerate our growth in lighters in Europe. It was a strategic decision. Can you hear me better?

Moderator

Yes, much better.

David Cabero
General Manager, Société BIC

Could you hear the beginning, at least? All right, great.

Well, I was telling you that we made that strategic decision for Europe of accelerating our lighters' growth and building this second pillar, a second pillar that makes Europe stronger because we now have more sources of growth for the future. If you look at the 2010-2020 decade and the growth during that period in Europe, our sales of lighters grew at an average annual rate of 2.9%. In 2020, as part of our Horizon Plan, we made the strategic choice to push lighters, which led to over 12% growth in the period 2020-2023. Let's talk about the product as the growth lever. We expanded our range of high-value-added products with Grip, EZ Reach, and the small series like the ones you're seeing on the screen right now. Since the great success of EZ Reach in the U.S., we also launched it successfully in Europe in 2023.

It was a great success in France where we reached 8.3% of market share in mass distribution. We're now rolling it out in all our European countries. The decorated series are also very important. We managed to make a very small limited series that have much higher profitability, which helps the category and Europe's P&L and profitability. So as you see, we are focusing on value creation through the product mix in addition to the price increases that we see every year in Europe. The EZ Reach launch was supported by a major media campaign. It's a 360-degree advertising campaign with the in-store presence, digital communication, outdoor advertising, and advertising on television channels. That leads me to our second lever, which is distribution. As you know, our lighters can be found in many places: in supermarkets, cafés, petrol stations, everywhere. People buy them every day.

This is a highly fragmented and heterogeneous distribution depending on the country. Our strength is the fact that we have a very extensive network of subsidiaries in Europe. That's a great competitive advantage we have over our competitors who don't have those subsidiaries. We're very present in the field and do a lot of work there with our people who are helping us extend our retail and distribution, make sure we have visibility in stores, animations in stores, and help us extend in countries where we're not present yet. We're new countries, particularly in Eastern Europe. The great thing is, even though we've already done a lot, there remains a lot that we can do, lots of opportunities to seize.

For example, new regions in Eastern Europe, discounters, online sales, which we're trying to do, lots of opportunities in mature and in emerging markets, in other words, where everything still needs to be done, which brings me to our third lever, which is geography. You see the difference between both periods, 2010 to 2020. The mature markets went up by 1.3% annually on average. And after 2020, that's when we decided that we would have this category and started implementing all these changes. We rose or increased our sales by 7%. And so. Clear acceleration in countries like Spain, Greece, Germany, etc. And we've also observed an acceleration in growth markets, which has reached a higher level from 21% to almost 30%. So you see both periods and how our geographic expansion is helping us.

High growth markets and their share in our country portfolio continues to grow, which will be a great help to continue to support our growth for 2024 and beyond. Geographic expansion is something else that is going to help us increase our sales in Europe. Three levers: the products, POS, distribution, retail, and geography. We've used all of those three levers. We have reached 33% market share in Europe, up five points in three years, doing much better than Asian products. It means and that's a great thing that there's a lot of market share that we can still capture, which is going to be reflected in great results in the coming years. In conclusion, Europe is building its second pillar with this European acceleration. We're doing this through the Horizon Plan, which we built together.

This strong acceleration has already led to 12% annual growth in Europe. We're expanding our range of products. We're doing communications and advertising investment to support this. We've improved our distribution, and we've continued our geographical expansion. And so I'm proud of all the things that we've managed to achieve together. I'm very confident that this strength, this acceleration is going to continue and continue to be reflected in net sales growth as well as helping the categories profile and be reflected in our P&L with more profitability.

Moderator

Thank you, David. Ladies and gentlemen, I now propose that we move on to governance, starting with a few words on the organization of this governance and the work of the board of directors in 2023. The board of directors is responsible for defining the company's strategy.

In this regard, it oversaw the deployment of the major initiatives of the Horizon Plan and discussed the major strategic orientations for the group's development, particularly in terms of innovation and acquisitions. In developing and reevaluating this strategy, the board has paid particular attention to the social, labor, and environmental aspects of this company's operations. In terms of risk management, our directors this year discussed the results of the group's initiatives on compliance with the Sapin II law, the cybersecurity strategy, and risk management procedures. The board has also worked on the compensation policy of its corporate offices. As part of their fiduciary duties, our directors also discussed various financial, legal, and operational matters. In 2023, the board met 10 times with a participation rate of 96.5%, attesting to the commitment of our directors.

Throughout the year, our board of directors was able to benefit from the expertise of its three specialized committees. Maëlys Castella, chair of the audit committee, and Carole Callebaut, chair of the compensation committee and member of the appointments, governance, and CSR committee, will now present the reports of their respective committees. I give the floor to Maëlys Castella for the report of the audit committee.

Maëlys Castella
Chair of the Audit Committee, Société BIC

Thank you, Nikos. Ladies and gentlemen, dear shareholders, as you may have noticed, the composition of the audit committee remains unchanged compared to last year. It is composed of four members, including two women and two men, and 75% are independent directors. During 2023, the audit committee met six times with an attendance rate of 100%.

Our work this year focused in particular on the following: the results of internal control and audit missions, and the examination of treasury mechanisms, and in particular, liquidity bank financing in the exchange rate hedging policy, review of potential acquisitions and postmortem of completed acquisitions, monitoring of the share buyback program, the review of risk management and the organization of the finance role, insurance and cost coverage, the review of cybersecurity management for the group. I will now give the floor to Carole Callebaut, who will present the work of the compensation committee and of the appointments, governance, and CSR committee. Carole, you have the floor.

Carole Piwnica
Chair of the Remuneration Committee, Société BIC

Thank you, dear Maëlys. Ladies and gentlemen, dear shareholders, good morning. The remunerations or compensation committee is composed of four members, 75% of whom are independent and met six times during 2023.

In 2023, our work focused in particular on the compensation policy for executive corporate officers. We also worked on the performance criteria to be included in the long-term incentive plans and on the general policy for allocating shares to all employees. We have continued to reflect on the philosophy and structure of variable compensation within the group and have reviewed all the documentation relating to the pay with Laura's help. On the next slide, allow me to give you more detail about the compensation policy that we're asking you to give your opinion on. As far as the chairman of the board, he's the only non-executive corporate officer of the company. The chairman's remuneration consists only of a fixed component. There is no variable part. In fact, he's not eligible for it. His remuneration for 2023 is unchanged. It amounts to EUR 300,000.

With regard to directors, on the recommendation of the compensation committee, the board has adopted a compensation policy for non-executive directors, which is in line with the requirements of French legislation and best governance practices. In 2022 already, the compensation policy for directors was revised for a period of three years, 2022 to 2024. And so there have been no changes. The amounts have been paid in respect of the 2023 financial year. They're aligned with this policy. And I just wanted you to know that the amounts allocated are paid according to the directors' roles, responsibilities, and participation in meetings. For the 2024 financial year, this compensation policy will remain unchanged, but the overall budget will be reduced from EUR 600,000-EUR 550,000 because there's no need to take into account the pro rata related to changes in directors, unlike what was the case in 2023.

Gonzalve Bich is our Chief Executive Officer, the sole executive corporate officer of the company. His total compensation for 2023 consists of three elements: the fixed compensation, variable remuneration, which will be paid subject to your approval and represents 111.02% of the fixed remuneration as of the 31st of December, 2023. I'll be coming back to this in a minute. Then the long-term variable compensation in the form of an award of performance shares with a vesting period of three years. With regard to the variable component, the short-term variable component, it should be recalled that the objectives of the CEO's remuneration are closely related to the group's financial objectives, which are determined on the basis of and that they are determined on the basis of the annual budget established on the recommendation of the audit committee and, of course, after approval by the board.

If we go into a little more detail on the bonus, to the details of Gonzalve Bich's variable remuneration for 2023, first of all, let's look at financial objectives. Those are the first four lines. Those objectives were set by the board at its meeting in February 2023 with three criteria: revenue growth at a budget rate of 7.9%, then adjusted operating income growth of 13%, and then 183 days of cash conversion cycle. Those are the three financial criteria. And as you will see, only the target for adjusted operating income was exceeded, not the other two criteria. In terms of individual objectives, that's the fourth line, the board has validated that they have been achieved at 80%. The calculation of 2024 bonuses will be done according to the same philosophy, same approach, same criteria. That was my presentation of the compensation.

I think we are now supposed to move on to the appointments committee. Candace asked me to present that. It will be in French. As a result, here's the report of the appointments, governance, and CSR committee to give it its full title. It's a very busy committee, as you can tell. It is made up of three members who met seven times in 2023 with an attendance rate of 100%. Once more, we are proud of our directors. As we do every year, we have reviewed the composition of the committee in terms of diversity and expertise. We've worked on the emergency and long-term succession plans for the Chairman of the Board and the Chief Executive Officer and on the review of talent within the group.

We also conducted an annual review of the sustainable development program, the monitoring of social and labor policies, non-discrimination, diversity, and gender equality. We examined the group's CSR activity. In this regard, we have also worked on the appointment of a new auditor in charge of certifying sustainability information. We have chosen the company Grant Thornton, whose appointment is subject to your vote. The choice is based in particular on this company's extensive knowledge of the group's challenges and organization, as well as on the consistency between Grant Thornton's geographical coverage and the group's activities. The appointment of Grant Thornton would also strengthen the interconnection between financial and sustainability information. This concludes my presentation. I will now turn it back over to our secretary of the board, Laura Vanhoutte, of the board. Laura Vanhoutte, thank you for your attention.

Laura Vanhoutte
Board Secretary and Director of Corporate, Securities, and M&A, Société BIC

Thank you, Carole.

In terms of governance, we suggest that you will renew the term of office of director of Marie-Aimée Bich-Dufour for three years. Société M.B.D. est administrateur depuis le 24 mai 2006. Société M.B.D. is represented by Édouard Bich. Marie-Aimée Bich-Dufour is a member of the audit committee. Marie-Aimée Bich-Dufour has been an examiner since the 22nd of May 2019, is a member of the appointments, governance, and CSR committee. Subject to your vote, the board will thus be made up of 5 administrators, of 12 directors, including 5 independents and 2 employee representatives. I now give the floor to Jérémy Thurbin , representing our statutory auditors.

Jérémy Thurbin
Statutory Auditors, Ernst & Young

Thank you, Laura. Dear shareholders, good morning.

On behalf of the board of statutory auditors, members of the EY and Grant Thornton Networks, I am delighted to report to you today on our mandate for the financial year that ended on the 31st of December, 2023, and to give you a summary of the different reports we issued. Our reports for ordinary matters for the general meeting mainly pertain to the annual and consolidated statements, as well as related party agreements. We also issued a certification on the company's patronage spending. As regards to extraordinary matters for your general meeting, we have three reports. First, a potential capital reduction by cancellation of shares, and two potential issues of ordinary shares and/or marketable securities that give access to capital in each situation for a specific scenario.

As regards to the Société BIC's corporate statements, we issued reports on the annual and consolidated statements that you will find on pages 286 and 311 of the universal registration document. Now, if I may, I shall not read these reports in full, but I will simply present our conclusions. We have issued an unqualified opinion on consolidated statements and annual statements. In compliance with the provisions of the Code of Commerce, we informed you on the key audit points. First, the assessment of the goodwill recoverable value regarding our report and consolidated accounts, and the assessment of equity interests regarding our report on annual statements.

We also performed the specific verifications provided for by professional standards of practice and do not have any observation to make on the truthfulness and consistency of the information given in the management report, as well as on the statements and on the existence of information required by the law in the report on corporate governance. Besides, we issued a so-called special report that relates to related party arrangements or agreements, which is available on page 315 of the universal registration document. We were not informed of any authorized agreement that was entered into during the past financial year that would be put to the approval of this general meeting. Also, we were not informed of any approval or any agreement that was already approved by the general meeting that would have been further executed in FY 2023.

Besides, our certification on patronage spending does not require any observation on our part. Last, as regards to the resolutions proposed for the extraordinary matters reviewed by your general meeting, we issued three reports. First, as per the 16th resolution, authorization to the board of directors for a period of 18 months to reduce the share capital by canceling treasury shares. This report does not require any observation on our part. As per resolution 17, authorization to the board of directors for a period of 38 months to grant existing bonus shares or to issue for employers and corporate officers so a note to grant existing bonus shares to corporate officers who will waiving their preemptive rights.

As per resolution 18, delegation of authority to the board of directors for a period of 26 months in order to increase the share capital by issuing new ordinary shares and/or marketable securities granting access to the share capital, with shareholders' preemptive rights being maintained. The board of directors report does not include any information on the methods to determine the issue price that are provided for by regulation. Besides, as the final conditions under which issues would be carried out have not been set, we do not issue any opinion on this. This is the end of our presentation, of the review of our reports. Dear shareholders, thank you very much for your attention. Let me now hand over the floor to my colleague, Virginie Palethorpe, of Grant Thornton. Virginie.

Virginie Palethorpe
Partner, Grant Thornton

Good morning, everybody.

In compliance with the new European CSRD directive, your group will be publishing in 2025 its first-ever sustainability report on the 2024 data. The report will include environmental, societal information, and information related to the group's governance. This reporting is based on the concept of dual materiality. That means that the report will have to account for the impact of external factors on your group's financial performance and its long-term operations, but also on the impact of the group's activity on society and the environment. This report will have to be certified. It's the subject matter of resolution 8 that is proposed to you for your vote. It proposes the appointment of Grant Thornton, the firm that I represent as sustainability auditor.

Grant Thornton has been the statutory auditor of your group for 17 years, which gives us in-depth knowledge of the group, of its business lines, teams, and processes. This in-depth knowledge is paramount to understand the link between financial and extra-financial information. In France, with the sustainable transformation business line teams, we have 80 people. These teams have been strengthened in the last months. We have now experts on climate, biodiversity, and human rights in compliance with the new requirements of CSRD. Our firm, Grant Thornton, was proposed as sustainability auditor this year to 21 companies. I'd like to thank the board of directors for proposing our appointment as first sustainability auditor for the group BIC.

Laura Vanhoutte
Board Secretary and Director of Corporate, Securities, and M&A, Société BIC

Thank you very much, Virginie. I'm now going to give you a summary of the resolutions proposed before we move on to the Q&A session for which shareholders we have priority.

In summary, we propose the following resolutions. We put to your approval the corporate statements and consolidated statements for the FY 2023 after the various reports have been made available to you by accompanied statutory auditors. We also propose the payout of a dividend of EUR 4.27, with an ordinary dividend of EUR 2.85, and an exceptional dividend of EUR 1.42 per share. The detailed information pertaining to these three resolutions were presented by François Stein at the start of this AGM. Besides, we put to your approval the statutory auditor's special report on the absence of related party agreements for the FY 2023.

For the fifth resolution, we ask you to renew the authorization given to the board of directors to operate on BIC shares within the limit of 10% of the share capital for a maximum amount of EUR 1.3 billion for a maximum purchase price of EUR 300 per share. In this regard, as regards to the authorizations granted by the AGM in 2023, our company bought in 2023 a total of 1,951,722 shares for an average stock price of EUR 59.52 and canceled them. In terms of governance, yes, 1 million. 1,951,722 shares with an average stock price of EUR 59.52. In terms of governance, we ask you to renew for a term of three years the director terms of Société M.B.D., represented by Édouard Bich and Marie-Aimée Bich-Dufour.

As part of the duties that have been recently imposed by the CSRD directive, we propose to appoint Grant Thornton as statutory auditor entrusted with the certifying of information in terms of sustainability for three financial years. Resolutions 9 to 15 pertain to the compensation of corporate officers. Besides the presentation given earlier on by Mrs. Carole Callebaut. As well as in the notice of AGM. These compensations are put to your approval in compliance with the provisions of the Code of Commerce. Resolutions 9 to 11 specifically pertain to the compensation policy, particularly Gonzalve Bich's policy, the Chair and Chief Executive Officer for 2023, and to the applicable principles for 2024. Resolutions 12 and 13 pertain to the compensation elements for the Chair of the Board for 2023.

Resolutions 14 and 15 pertain to the director's compensation policy and to the overall compensation amount for directors for FY 2024, EUR 550,000. Now, let's move on to extraordinary resolutions. You are requested, as per resolution 16, to renew the financial authorization given to the board of directors in order to reduce the share capital by cancellation of shares. Resolution 17 pertains to the delegation of authority given to the board of directors to grant bonus shares to employees and corporate officers with the removal of the preemptive rights. Resolution 18 pertains to the delegation of authority to the board of directors to increase the share capital by issuing ordinary shares and maintaining the preemptive rights. Resolution 19 pertains to the delegation of authority for the board of directors to decide upon a share capital increase by including retained earnings, profits, or bonuses.

The last resolution, resolution 20, is a usual resolution, pertains to the issuance of powers of attorneys for the completion of statutory formalities. Now, let's move on to written questions. So far, we have received 4 written questions from the Forum for Responsible Investment regarding our policy in terms of human rights related to strategic decisions in operations in conflict-affected or high-risk areas, in Russia particularly. With your agreement, I will not read out all questions and answers. They will be published this day on the webpage dedicated to this AGM. However, I wanted to point out that Group BIC pays particular attention to the importance of human rights and makes sure that human rights of employees are respected in all our operational areas.

Group BIC makes sure that well, before the conflict in Russia, we introduced at group level a due diligence policy for human rights audits for our suppliers, which is applicable in each country. Particularly in Russia, we introduced a crisis management process that involved the executive committee in order to assess the risks of our operations, particularly for human rights. Let me now hand over to our Director and Chief Executive Officer for the Q&As.

Moderator

Thank you, Laura. We are now going to move on to the Q&A session.

Good morning, sir. We have roaming mics. I have two questions about Russia. Do you have any production facilities or is there any consumption? But my main question is about your compensation in relation to shares. I do not really understand what was said about the shares that were granted to you. Is it actually over five years?

Can you specify whether this is European, French regulation, and also what is the tax treatment of all this? Because I think you've only been in this position for three years. So could you specify how much is left after how much will be left after five years? And I'm not sure I didn't understand what was said about the share price. Could you specify the regulatory aspect? I've asked our Director and Chair of the Remuneration Committee, so I will ask Carole and Mallory to answer. Both Carols. I will ask both Carols to answer this question.

Carole Piwnica
Chair of the Remuneration Committee, Société BIC

I'm in charge of remunerations for the group, so I will answer your question on the shares granted to Gonzalve. This is a bonus share performance-related scheme. It's a French scheme, which is subject to French regulation.

It's the same for all groups' employees that Gonzalve is part of. So investing period of three years, subject to performance criteria. So it's all detailed in the universal registration document. So shares are definitively acquired after three years if all conditions have been met. So the valuation so it's all approved by a decision of the board. So currently, the IFRS value is EUR 415 million per annum. That's about 23,000 shares per annum. In practical terms, in the compensation policy for corporate officer, there's a ceiling, a value ceiling, which is set that the board is entitled to grant to the chair. The ceiling is EUR 2 million. So for many years, shares have been granted. And so it's been valuated by an external firm. So it's about EUR 1,400,000 per annum. It was valued by an external firm.

So it's the valuation. It's the value of all shares granted every year to Gonzalve Bich. Thank you, sir. As regards to the first part of your question about Russia, we do not have any industrial or production facilities there, and we do not buy any commodities or raw materials in Russia. We only have commercial activity to make our products accessible to consumers in that country, access to our most essential products. Like I said last year or even the year before, we had strongly downsized our ranges by 80%. You will correct me if I'm wrong. But we have really reduced our available range there to the most basic products there. But we are really mindful of the safety and health of our employees there. And more importantly, we want to abide by all regulations in force. Question off mic by a member of the public. Gonzalve Bich's answer.

Stéphane Douchet
Statutory Auditors, Deloitte & Associés

No, not particularly. Good morning, sir. Yes, my name is Mr. Douchet. I'm a private shareholder. In the slide on the early the first results, you said that Argentina was excluded. Can you tell us not about the situation of the country, but the situation of your company in Argentina? Second question. Where does the gas in your lighters come from? And who are your main suppliers?

Moderator

Thank you for these two questions. Let me start with the second part. I'll ask Clément Grandcourt to tell you about isobutane, butane, sorry.

François Clément-Grandcourt
General Manager of the Lighters Division, Société BIC

Good morning, everybody. My name is François-Clément Grandcourt. I'm in charge of lighters operations, Flame for Life. The gas in our lighters is isobutane. Isobutane has a very specific characteristic. It's not a mix of gases. It's pure gas.

As a result, the height of the flame throughout the life cycle of the lifespan of the lighter remains very high. Whereas when you mix gases, one part of the gas evaporates faster than the other one. So at the end of the lifespan of the lighter, the flame is lower, and it's barely usable. As regards to our sourcing now, we have very diverse sources of supply. We have five assembly factories for lighters in the world. We have gas suppliers that are adapted to each of these factories. We try as fast as possible to source this gas locally, or at least as locally as possible. And the main suppliers we have are global players that you're all familiar with now.

Moderator

Thank you, François. Okay, after François, Françoise.

Françoise Taine
Vice President of Group Financial Controller, Société BIC

Let me answer your question about Argentina. This country accounts for 2% to 3% of our sales.

Now, if you remember our presentation on the 2023 sales in constant currency, it was 9% including Argentina and 3.7% excluding that country. The situation there is very complicated. There's hyperinflation. Prices are highly volatile. The exchange rate is very difficult to predict. So for the 2024 forecasts, in order to give really a true and fair view of things to our shareholders, we have decided to exclude the Argentinian, to factor out the Argentinian effect, to really focus on the group excluding Argentina. But I can confirm that the situation in Argentina is complex. We will continue to sell our products there, and it still accounts for 2% to 3% of the group's sales. But we do not have any production in Argentina.

Moderator

Good morning, sir.

Henri Maarala
Partner, KPMG Oy Ab

Hello. I'm a private shareholder, so I have a lot of different questions.

First, the 8% of production that well, the 8% of products that we do not make and that come from our suppliers. What are the fast-growing European countries? Are they Lithuania, Romania, Poland, Spain? I don't know, really. Now, how do you account today for the weakness of well, I suppose maybe some business lines are not in those countries. But how do you explain for how do you account for the weakness of our sales in Southeast Asia and Africa? And what did I write down, says the speaker? I can't read my notes. Oh, another question about suppliers, oil suppliers. I attended yesterday the Maurel & Prom's AGM. It's an oil producer.

Maurel & Prom is a company that has Great Place to Work, which has a high rate of female employees and which has a lot of CSR programs for the reduction of flaring, for example. Do you scrutinize your direct and indirect suppliers on this? Another question on the recycling of pens. We are in Paris here. Where can we recycle our pens in the most environment-friendly way? Because apparently, there are no collection points for this, for this type of items, including in stores where you could expect that you could expect this type of collection point, like for example, Office Depot, stationery stores. Last point. I'm really fond of the BIC brand. I buy a lot of your products. But there's something happening. You can see here with this pen.

When you want to put this back in, the plastic part is too thin, and the metal part is not supported anymore. When you put it back in, the plastic is too thin relative to the metal part, and it doesn't really hold out, not as it should. Last question. Could you have larger fonts, a larger font size for documents? Because I can only read every other word. So if you could write if you could print your documents out with more ink. Okay, we're going to start from the end. I'm sorry. I did my best to write down your questions. We'll have six or seven questions. Okay, the easy one. On the universal registration document, as you realize, it's very long, 350 pages. We're making sure as a group that we don't waste paper.

And so as many other companies and groups in Paris, we're doing everything to reduce the amount of paper. That's why it's written in such small characters. A comment off mic. I think you have one, and it has slightly bigger characters, doesn't it? Well, we take your point anyway. Thank you. Now, in terms of your demonstration of how the pen works or doesn't, I suggest that you go to the person at the back of the room who's trying to write, Gary Horsfield, who's in charge of production for the whole of the group. I'd like you to talk to him because I'm not sure I understand exactly what you're saying. But we love to hear from our consumers, yes. Yeah, we'll have people to translate for you, no problem. Mr. Nicolau, Director General or General Manager for France, can you tell us about recycling in Paris?

A very topical question. Thank you. We collect 11 million pens per year in France. There will be 2,000 collection points in various stores, supermarkets, particularly in fall when students go back to school. And you'll find a detail of that on our website.

Moderator

Thank you, Henri. As to your question on providers, we really have a focus on that. When we created our strategic plan, one of the five pillars was to do a strategic review of our major providers. And in the document, you will find details of how we've moved forward on that. But rest assured that our sales team spent a lot of time on that, looking at some of the criteria that you listed, as well as others that are part of our code of conduct. David?

David Cabero
General Manager, Société BIC

Europe, growth countries. The gentleman mentioned two or three countries. Perhaps you could give us a short answer.

All European countries have seen growth in 2023. No negative growth countries. Growth in all categories. That would be my second point. My third point would be that the countries that are helping us most are Eastern European countries, Romania, Turkey, the Balkans, Poland. All of that area is seeing very strong growth because of our geographic focus, as I said during my presentation.

Moderator

Thank you, David. In terms of Southeast Asia, Africa, and the Middle East, which to us is an area, Africa and Middle East is part of the world where we're seeing strong growth, strong performance, with a tripling of its size over the past 10 years. So it is a big part of our business, even though it's not the majority of our business. But it is an area that we are focusing on investing into our activities, into our staff.

Asia has been a white space for many years for us, something that we have really targeted but unsuccessfully. We need to be honest. We don't do something right. So we're thinking about it. We realize that there are profit pools for the group. Southeast Asia, in particular, could generate, I mean, and Nikolaos could tell you about it for Coca-Cola. That will generate volume, some sales, but not a lot of profitability, so. Your last question was on the percentage of the group that is not internally produced. First of all, we have a lot of subcomponents and packaging producers. But it's also the side of range products. Think paper products, for example. [Foreign language]. Well, first of all, congratulations for executing the plan as you did. I mean, this is of the essence, of course.

This is, as every year, about execution. I do have a question. I hope it hasn't been answered. How would you describe the 2024 consumer? That would be my first question. Trading down or not? And is BIC legitimate in terms of net value or not? Because that's not very clear to me. And two very small questions. We talked about CSRD and how that's going to be a constraint for BIC from now on. It's a very ambitious standard, the many KPIs that you need to issue. And could you tell us what the most difficult part of it is for BIC to achieve? Or perhaps you think it's going to be easy. But I think most issuers say it's an ambitious project every time. So where would you say is the hardest point to achieve?

Then the last question is, the Horizon Plan is a plan towards 2025 or ends in 2025. So will there be a subsequent plan? Will there be a new plan for you to present in 2025, for example? Thank you for your questions. Let's start by the 2024 consumer. It's a great question, by the way. I love that question because I think between 2021 and 2022, 2023, we saw a series of major changes in the consumer's profile. And this is an ongoing trend. I mean, it's always changing. What we're seeing is tensions around the world. Mrs. Smith, for example, or Mr. Smith, your average consumer is really sitting around the table at this stage and at this time in history, looking at their expenditure, looking at how they spend their money.

For example, in the northern hemisphere, at the back-to-school time of year, that is between late July to late September, depending. But one of the things that we're seeing and it started right before COVID but was accelerated by COVID is the fact that there's a preponed back-to-school shopping spree. Or rather, families make sure that they buy everything they need to buy, their school supplies, much earlier than the back-to-school period, say during the summer. We're also seeing that in some countries, consumers got checks, free money from governments. A few years ago, we saw decorated lighters going up every time people got those checks. And that has disappeared.

So return to normalcy from the consumer's point of view, but not to the pre-COVID normalcy, but to a new normal in terms of consumption mode, what people consume, which leads me to a big strength in terms of its value for money and the fact that the logo, which is never big enough on our packages, but that the logo creates a commitment in terms of quality, value. That's a very important part of the equation of our success and something that we're investing into in terms of the brand and visibility. So I invite you to go to your local supermarkets in the months to come. If you see a stand that doesn't look exactly right, you can call Henri and place the pens back onto the stands. On CSRD, I will give you a specific as well as a general answer.

We have strong ambitions in CSR for 2025. In fact, we've just published our report on sustainable development. If you want to read it. In terms of the implementation, the last decrees we published a few years ago, so like all the teams in Paris of large groups, we're putting in place the teams to comply with this new directive. Grant Thornton, for example, that we've appointed, a group that knows us well, that we've been working with for the past few months, start preparing for that reporting, which is both financial and non-financial, and put in place, as you said, all the KPIs, which have only just been published. So yes, the challenge is making sure that all of these moving parts are interconnected. We'll make sure that in 2024, we work to make the reporting high quality in 2025. You talked about execution.

I said execution many times over. Yes, it's very important. If we want to have the impetus to go to growth, to have better visibility for the future, of course, we're thinking even longer term than this. And we've done it for a very long time at BIC. When you have as many candles on your birthday cake, obviously, that's something that you do naturally, whether it's consumers, market channels, technical processes. And we'll be coming back to you on that in due course, of course. You're talking about long term. Looking at the bigger picture and looking at the longer duration of 20, 30 years, clearly, there hasn't been a lot of growth for the past 10 years. Average in five years, looking at EUR 320 million in operating net result and EUR 200+ million in cash, which is very good compared with competition.

But have you identified factors or things that could help you go back to strong, solid, constant growth over the next few years, so medium term? And something else I wanted to say, which is not a question, but well, I'm asking you for your hunch or intuition of free cash flow 2023. What do you think these data would look like in four years' time, five, 10 years' time? I'm not asking you for a prediction. [Foreign language]. My answer will be on the things that make up that result. Over 9% in growth, I think, is good. It's not flat. But what accounts for the growth is the quality of the people within the group. I'm very happy about that.

When I look at the teams that we have around the world that are working so hard to implement the Horizon Strategic Plan, but everything else on a daily basis, R&D, manufacturing, animations, I'm confident for the future. Technically too, in terms of the skills we need to perform well on the market and with the consumer, going from less than 2% of our net sales coming from e-commerce to the figures we now have in a very short time. We have refreshed the brand by communicating through ads or via digital social networks, whether it's the fact that we launched two or, in fact, three new lighters in under three years after not coming up with any new lighters for 15 years. Those are the things that make me confident towards the future.

But if you're thinking about the longer term, what are the non-organic growth vectors that we could have? We're often asked that question. That's something that I'm actually quite excited about because BIC, as a brand, is a strong brand. It means value for money for the consumer. That's the key element to me. I would just conclude by saying something else that I feel is essential, which is the quality of our product. It's not just when you start using it, it's the product's whole lifecycle and even the end of its lifecycle because that's something else that we're focusing on now. So I'll leave it at that. But thank you for your questions. The Q&A is now closed. Let's move on to voting on resolutions. [Foreign language] . We have 1,762 shareholders who represent 35,375,910 shares.

That's a quorum of 85.94%. So we have reached the statutory quorum. We're now going to watch a short video that's going to explain vote using the devices. [Foreign language] . You've been handed a tablet. It's strictly personal and has to be used for the vote. Whenever the vote on a resolution is announced, the voting window will come on display automatically on your tablet, even though it might be on standby. Now, voting is extremely easy. Press the button that corresponds to your choice for abstention or against. Then press OK to confirm your choice before voting is over. Once your vote has been confirmed, you cannot amend it. Please make sure you return your tablet on your way out of the auditorium. Thank you. [Foreign language] .

Let's now move on to the vote. Resolution 1: approval of the corporate statements for the financial year 2023. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with more than 99.99% of votes. Resolution 2: approval of the consolidated statements for the financial year ended on the 31st of December, 2023. Voting is open. Le vote est clos. Voting is over. This resolution is adopted with more than 99.99% of votes. Resolution 3: allocation of the profits and setting of the dividend. Voting is open. Le vote est clos. Voting is over. This resolution is adopted with 99.78% of votes. Resolution 4: report of statutory auditors on the related party agreements. Voting is open. Le vote est clos. Voting is over. This resolution is adopted with more than 99.99% of votes.

Resolution number 5: authorization for the board of directors to operate on its own shares. To allow the company to operate on its own shares. [Foreign language] . Voting is over. This resolution is adopted with 99.96% of votes. Resolution number 6: renewal of the term of office of the MBD director. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 96.14% of votes. Resolution 7: renewal of the term of the director term of Marie-Aimée Bich-Dufour. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 96.5% of votes. Resolution 8: appointment of Grant Thornton as statutory auditor entrusted with the certification of sustainability information. Voting is open. Le vote est clos. Voting is over. This resolution is adopted with 99.88% of votes.

Resolution 9: approval of the information pertaining to the compensation of corporate offices mentioned in Article L22-10-9 of the Code of Commerce for the financial year 2023. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 93.38% of votes. Resolution 10: approval of the fixed, variable, and exceptional components of the overall compensation and all perks paid for the financial year 2023 to Gonzalve Bich, the Chief Executive Officer. Voting is open. Le vote est clos. Voting is over. This resolution is adopted with 92.09%. Resolution 11: approval of the compensation policy of executive directors for the financial year 2024. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 92.18% of votes.

12th resolution: approval of the fixed, variable, and exceptional components of the overall compensation and perks of all kinds paid, during, or allocated for the financial year 2023 to Nikolaos Koumettis, the Chair of the Board of Directors. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 99.92% of votes. Resolution 13: approval of the compensation policy of the Chair of the Board of Directors for the financial year 2024. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 99.92% of votes. Resolution 14: approval of the compensation policy for directors for the financial year 2024. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 99.98% of votes. Resolution 15: determination of the amount of directors' overall annual compensation for the financial year 2024. Voting is open. [Foreign language] .

Voting is over. This resolution is adopted with more than 99.99% of votes. Resolution 16: authorization for the board of directors to reduce the share capital by cancellation of treasury shares. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 99.96% of votes. Resolution 17: authorization for the board of directors to grant bonus shares to employees and existing so to grant for free to employees and corporate officers existing shares and/or to issue shares. Shareholders will have to waive their preemptive rights. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 92.81% of votes. Resolution 18: delegation of authority to be granted to the board of directors to increase the share capital by issuing new ordinary shares and/or marketable securities, granting access to the share capital with the preemptive right being maintained. Voting is open.

[Foreign language] . Voting is over. This resolution is adopted with 99.75% of votes. Resolution 19: delegation of authority to be granted to the board of directors to decide upon one or several capital increases by including retained earnings, profits, or bonuses, or any other sums for which capitalization will be accepted. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with 99.63%. Last resolution: powers of attorney for the completion of formalities. Resolution 20. Voting is open. [Foreign language] . Voting is over. This resolution is adopted with more than 99.99% of votes. Voting is over. Thank you very much. Let me now hand over to our director and CEO and our chair of the board of directors. [Foreign language] .

Before closing our general meeting, I'd like to thank you for your presence and attention today. I'd like to leave you with three words that marked the year 2023 for BIC. The first word is dynamism, energy. Thanks to the Horizon Plan, we have equipped ourselves with the decisive tools that have enabled us to make progress in 2023 and that we will continue to develop so that they further fuel our growth in 2024. The second word is trust. In a highly volatile geopolitical environment and as households around the world continue to be hit hard by inflation, they trust companies like BIC to offer them essential products at the best value for money. Finally, the third word is execution.

Our determination to achieve our 2025 targets helps us to develop and maintain a policy of excellence at all levels and to continue our efforts on the operational side, but also to continue to innovate, diversify, and expand our footprint. All this allows us to meet consumer expectations while overcoming the headwinds that we are facing. With Horizon, we are building the future and preparing to push our limits even further in the years to come. Thank you. Ladies and gentlemen, it is time to conclude this general meeting of shareholders. I would like to thank you for your presence today, and I propose that we adjourn the meeting. We look forward to seeing you again next year.

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