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 www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 274 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2018 (FIFTH RESOLUTION) The fifth resolution submits for your approval the consolidated financial statements for the year ended December 31, 2018, which show a Group share of consolidated net profit of €533,296 thousand. AUTHORIZATION TO THE BOARD OF DIRECTORS TO BUY BACK THE COMPANY’S SHARES (SIXTH RESOLUTION) At the Shareholders’ Meeting of April 26, 2018, the shareholders authorized the Company to buy back its own shares under the following terms and conditions: Maximum purchase price €60 per share Maximum shares that may be held 10% of share capital Maximum investment in the buyback program €905,860,320 Between April 26, 2018 and January 31, 2019, the Company: purchased 1,972,088 shares for an overall amount of ● €69,893,635.14, i.e. €35.44 per share; 559,153 of these shares were purchased under the liquidity agreement, and 1,412,935 were purchased outside of this agreement; sold 474,243 shares as part of the liquidity agreement for a total ● disposal value of €17,248,011.15, i.e. €36.37 per share. Details of these transactions and a description of the authorization submitted to your vote can be found in the section entitled “Share buyback program” in the Board of Directors’ management report. The authorization to buy back the shares of the Company granted by the Shareholders’ Meeting on April 26, 2018 expires on October 25, 2019. You are being asked to grant the Board of Directors a new authorization to buy back the shares of the Company for a further period of 18 months. Share buybacks allow an investment service provider to make a market in the Company’s shares under a liquidity contract complying with the Code of Ethics issued by the Association Française des Marchés Financiers (AMAFI), while the subsequent cancellation of shares improves our return on equity and earnings per share. Share buybacks can also be used for external-growth transactions, as well as to implement stock option and free share programs reserved for employees and/or executive directors, and all market practices permitted by the market authorities. The Board at Directors may not use this authorization during the course of a takeover bid for the Company’s shares. We are seeking to renew this authorization on the following terms: Maximum purchase price €60 per share Maximum shares that may be held 10% of share capital Maximum investment in the buyback program €891,396,600 RENEWAL OF A DIRECTOR’S TERM OF OFFICE (SEVENTH RESOLUTION) The proposal that Mrs. Amélie Oudéa-Castéra’s term of office as director, which expires in 2019, be renewed for a period of three years is submitted to the Shareholders’ Meeting. A graduate of the Paris Institute of Political Studies (IPS) and the ESSEC business school, She attended ENA, graduating in April 2004 and became a Public Auditor with the French Court of Auditors (Cour des Comptes), where she was subsequently appointed Legal Counselor and Public Rapporteur, reporting on the status and outlook of public finances. In 2008, Mrs. Amélie Oudéa-Castéra joined the AXA Group, where she performed cross-divisional assignments for the Group CFO. In 2010, she became Director of Strategic Planning and, in 2011 was appointed Director of Marketing, Brand and Services for AXA France then extended her scope of responsibility to include digital business. In 2015, Mrs. Amélie Oudéa-Castéra was appointed Deputy CEO of AXA Particuliers/Professionnels, the retail entity of AXA France, while retaining the responsibility of digital business, brand and partnerships of AXA France. In July 2016, she was appointed Director of Marketing and Digital for the entire AXA Group. Since January 2018, Mrs. Amélie Oudéa-Castéra has chaired the Rénovons le sport français (Let’s renew French sports) association, and has been Executive Director of E-commerce, Data and Digital Transformation at Carrefour since November 2018. In the five years of her directorship, her attendance rate at meetings has been 100%. If the Shareholders’ Meeting votes to approve the proposed renewal, Mrs. Oudéa-Castera’s term of office will expire at the end of the Shareholders’ Meeting called in 2022 to approve the 2021 financial statements. Upon the recommendations of the Appointments Committee, the Board of Directors considers that Mrs. Oudéa-Castéra qualifies as an independent director in accordance with the recommendations of the AFEP-MEDEF Code. AMOUNT OF ATTENDANCE FEES (EIGHTH RESOLUTION) The eighth resolution proposes that the Shareholders’ Meeting increase the amount of attendance fees allocated to members of the Board of Directors to €690,000 as of 2019. APPROVAL OF PRINCIPLES AND CRITERIA FOR FIXING, DISTRIBUTING AND AWARDING THE COMPONENTS OF COMPENSATION OF EXECUTIVE DIRECTORS (NINTH RESOLUTION) The ninth resolution asks the Shareholders’ Meeting to vote on the principles and criteria for fixing, distributing and awarding the components making up the compensation of the Chairman and Chief Executive Officer and the Chief Operating Officers pursuant to Article L. 225-37-2 of the French Commercial Code, the details of which can be found in chapter 2 of this Registration Document.