Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Statutory Auditors’ report on the capital increase reserved for members of the company's savings plan PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 281 STATUTORY AUDITORS’ REPORT ON THE CAPITAL INCREASE 7.5 RESERVED FOR MEMBERS OF THE COMPANY'S SAVINGS PLAN GENERAL MEETING, 25 APRIL 2019 Seventeenth resolution To shareholders, In our capacity as auditors of your company and in execution of the mission provided for in articles L. 228-92 and L. 225-135 and following the French Commercial Code, we present to you our report on the proposal of delegation to the Board of Directors the jurisdiction to decide an issue of shares and / or securities giving access to the capital with the cancellation of the preferential subscription rights reserved for members of a company's savings plan for a maximum amount of 3% of the share capital , an operation on which you are called to vote. This process is subject to your approval pursuant to the provisions of articles L. 225-129-6 of the French Commercial Code and L. 3332-18 and following the Labor Law. The Board of Directors propose to you, on the basis of their report, for a period of twenty six months the competence to decide an increase in capital and to remove the preferential subscription right to the common shares to be issued. Where applicable, the Executive Board will be responsible for setting the final terms and conditions of the issue. It is the responsibility of the governing body to prepare a report in accordance with articles R. 225-113 of the French Commercial Code. It is up to us to give our opinion on the sincerity of the figures drawn from the accounts, on the proposal to abolish the preferential subscription right and on certain other information concerning the issue, given in this report. We have implemented those procedures which we considered necessary in light of professional guidance issued by the National Auditing Body in this mission. These procedures consisted in verifying the information contained in the Executive Board’s Report related to this operation and the methods used to determine the price of capital securities to be issued. Subject to further consideration of the conditions for the issue that would be decided, we have no comments to make on how to determine the issue price of the capital securities to be issued in the Council's Report of Directors. The final conditions in which the issue would be realized is not fixed, we do not express an opinion on them and, consequently, on the proposal to cancel the preferential subscription rights which is made. In accordance with article R. 225-116 of the French Commercial Code, we will prepare an additional report, if any, when these authorizations are used by the Board of Directors in the event of the issue of shares or securities which are equity securities giving access to other equity securities and in the event of the issue of securities giving access to equity securities to be issued. Paris-La-Défense, March 8, 2019 The Auditors ERNST & YOUNG et Autres Gilles PUISSOCHET MAZARS Juliette DECOUX