Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Statutory Auditors’ report on the issue of shares and other securities without preferential subscription rights PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 279 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES 7.4 AND OTHER SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS COMBINED SHAREHOLDERS’ MEETING OF APRIL 25, 2019 Thirteenth, fourteenth, fifteenth and sixteenth resolutions To shareholders, In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby present our report on the proposals for delegation to the Board of Directors of various issues of shares and/or securities, transactions upon which you are called to vote. On the basis of its report, your Board of Directors proposes: that it be authorized, for a period of twenty-six months, to decide on the following transactions and to set the definitive conditions for these issues and ● proposes, where relevant, to cancel or maintain your preferential subscription right: issue – with preferential subscription rights – of ordinary shares and/or equity securities giving access to other equity securities or debt securities ● and/or securities giving access to equity securities to be issued by the Company (13th resolution): it being specified that, in accordance with Article L. 228-93 of the French Commercial Code, the securities to be issued may give access to equity – securities to be issued by the company and/or by any company which directly or indirectly owns more than half of the company's share capital or of which the company directly or indirectly owns more than half of the share capital; issue – without preferential subscription rights – of ordinary shares and/or equity securities giving access to other equity securities or debt securities ● and/or securities giving access to equity securities to be issued by the Company, by means of a public offering, it being specified that these securities may be issued as payment for securities tendered to the Company in the context of a takeover bid for securities meeting the conditions laid down by Article L. 225-148 of the Commercial Code (14th resolution); issue – without preferential subscription rights – of ordinary shares and/or equity securities giving access to other equity securities or debt securities ● and/or securities giving access to equity securities to be issued by the Company, by way of tenders referred to in section II of Article L. 411-2 of the French Monetary and Financial Code (Code monétaire et financier) and within the annual limit of 10% of the share capital (15th resolution): it being specified that, in accordance with Article L. 228-93 of the Commercial Code, the securities to be issued may give access to equity securities to – be issued by the company and/or by any company which directly or indirectly owns more than half of the company's share capital or of which the company directly or indirectly owns more than half of the share capital; The total nominal amount of the capital increases likely to be carried out immediately or in the future may not exceed €1 million by virtue of the 13th, 14th and 15th resolutions. The total nominal amount of debt securities likely to be issued may not exceed €750 million by virtue of the 13th, 14th and 15th resolutions. These ceilings take into account the additional number of securities to be created within the framework of the implementation of the delegations referred to in the 13 th , 14 th and 15 th resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, if you adopt the 16th resolution. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It is our responsibility to give our opinion on the fairness of the financial information taken from the financial statements, on the proposed cancellation of preferential subscription rights, and on certain other information concerning these transactions, presented in this report. We have performed the procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the contents of the Board of Directors’ report on these transactions and the method of determining the issue price of the equity securities to be issued.