Plastic Omnium - 2018 Registration Document

5 2018 STATUTORY ACCOUNTS Special report of the Statutory Auditors on related party agreements and commitments www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 254 SPECIAL REPORT OF THE STATUTORY AUDITORS ON RELATED 5.8 PARTY AGREEMENTS AND COMMITMENTS “This is a translation into English of a report 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 professional standards applicable in France.” To the Annual General Meeting of Compagnie Plastic Omnium In our capacity as statutory auditors of your company, we hereby present to you our report on related party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the french commercial code, to assess the relevance of these agreements and commitments prior to their approval. We are also required, where applicable, to inform you in accordance with article R. 225-31 of the french commercial code of the continuation of the implementation, during the year ended December 31, 2018, of the agreements and commitments previously approved by the annual general meeting. We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE ANNUAL GENERAL MEETING In accordance with article L. 255-40 of the French Commercial Code, we have been notified of the agreements or commitments authorized during the year ended December 31, 2018 which have the prior approval of your Board of Directors. WITH THE COMPANY PLASTIC OMNIUM AUTO INERGY S.A.S. OF WHICH MR LAURENT BURELLE IS ALSO CHAIRMAN, YOUR COMPANY DIRECTLY HOLDS 100% OF THE SHARE CAPITAL OF PLASTIC OMNIUM AUTO INERGY S.A.S. NATURE AND PURPOSE Termination of the royalty agreement for assignment of trademark with Plastic Omnium Auto Inergy S.A.S. CONDITIONS In consideration of this termination at your company’s initiative, the two companies agree on an indemnity aiming to offset the harm suffered by Plastic Omnium Auto Inergy S.A.S. As at 31 December 2018, Plastic Omnium Auto Inergy S.A.S. had invoiced an amount of €1,300,000 to your company in respect of this termination. MOTIVES JUSTIFYING THE INTEREST IN THE AGREEMENT BY YOUR COMPANY Your company supported this agreement in the following manner: Following the new organization of Plastic Omnium around its two automotive business lines and the change in corporate form underway, your company and Plastic Omnium Auto Inergy S.A.S. agreed on December 15, 2018 to cancel the concession agreement for the brand “Plastic Omnium Auto Inergy” with effect from July 1, 2018. AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE ANNUAL GENERAL MEETING AGREEMENTS AND COMMITMENTS AUTHORIZED IN PRIOR YEARS a) whose implementation was continued during the year ended december 31, 2018 In accordance with article R. 225-30 of the French Commercial Code (Code de Commerce), we have been notified that the implementation of the following agreements and commitments, which were approuved by the Annual General Meeting in prior years, continued during the year ended December 31, 2018.