Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 273 BOARD OF DIRECTORS’ REPORT ON THE RESOLUTIONS 7.3 PRESENTED TO THE COMBINED SHAREHOLDERS’ MEETING ON APRIL 25, 2019 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PRESENTED 7.3.1 AT THE ORDINARY SHAREHOLDERS’ MEETING APPROVAL OF THE 2018 PARENT COMPANY FINANCIAL STATEMENTS (FIRST RESOLUTION) The first resolution submits for your approval the parent company financial statements for the year ended December 31, 2018 which resulted in a profit of €231,797,048 compared with €111,728,344 in 2017. APPROPRIATION OF NET INCOME AND DETERMINATION OF THE DIVIDEND FOR 2018 (SECOND RESOLUTION) The second resolution concerns the appropriation of net income and determination of the dividend for the year ended December 31, 2018. In euros Retained earnings at December 31, 2018 of 972,964,807 And net income for the year ended December 31, 2018 stood at 231,797,048 Total amount to be appropriated 1,204,761,855 The Board of Directors proposes to the Shareholders’ Meeting a net dividend for the financial year ended December 31, 2018 of €0.74 per share, i.e. an increase of 10%, compared to the previous year’s dividend. Upon payment, the dividend attributable to treasury shares held by the Company will be transferred to “Retained earnings”. If the Shareholders’ Meeting approves this proposal, shares will trade ex-dividend as of May 2, 2019 at midnight (Paris time) and the dividend will be paid on May 6, 2019. For individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code. The dividends for individual shareholders are subject to withholding at 12.8%. As a reminder, the following dividends have been distributed over the past three years. Year Number of shares with dividend rights Dividend per share Income eligible for the tax relief provided for in Article 158-3 -2° of the French General Tax Code Income not eligible for the tax relief provided for in Article 158-3 -2° of the French General Tax Code Dividends Other income Dividends Other income 2015 147,589,746 0.41 60,511,796 _ _ _ 2016 147,494,915 0.49 72,272,508 _ _ _ 2017 147,494,900 0.67 98,821,583 _ _ _ The Board of Directors recommends that this amount be appropriated as follows: In euros Total amount to be appropriated 1,204,761,855 Appropriation: Net dividend distributed for 2018 109,938,919 Carried forward 1,094,822,936 Total appropriated 1,204,761,855 STATUTORY AUDITORS’ REPORT ON RELATED-PARTY AGREEMENTS CONCLUDED OR CONTINUED DURING THE YEAR (THIRD AND FOURTH RESOLUTION) The purpose of the third and fourth resolutions, in compliance with Article L. 225-38 of the French Commercial Code, is to acknowledge the agreements mentioned in the special report of the Statutory Auditors on related-party agreements concluded by Compagnie Plastic Omnium during 2018. In this respect, we bring to your attention the fact that a third-party agreement was concluded during the financial year ended December 31, 2018. We propose that you approve it. In addition, please note that agreements concluded in previous years were continued in 2018.