Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 75 The fifth resolution of the Combined Shareholders’ Meeting of April 26, 2018 authorized the Company to buy back its own shares, subject to the following conditions: Maximum purchase price €60 per share (excluding acquisition costs) Maximum shares that may be held 10% of the share capital on the date of the Combined Shareholders’ Meeting on April 26, 2018 Maximum investment in the buyback program €9,056,860,320 A new liquidity agreement, signed with Kepler Capital Markets SA on January 1, 2015 for an initial amount of €3 million, has a term of one year, renewable automatically, in accordance with the Code of Ethics drawn up by AMAFI ( Association Française des Marchés Financiers – the representative body for professionals working in the securities industry and financial markets in France). On January 28, 2019, Plastic Omnium made an additional contribution of €3 million through the liquidity contract, bringing its overall funding to €6 million. The primary purpose of the agreement is to reduce the volatility of the Compagnie Plastic Omnium share price, and thus the risk perceived by investors. Information about share buybacks since April 26, 2018 Between April 26, 2018 and January 31, 2019, the Company purchased 1,972,088 shares for a total value of €69,893,635.14, representing a value per share of €35.44 including 559,153 shares purchased under the liquidity agreement and 1,412,935 shares purchased outside the agreement. Over the same period, the Company sold 474,243 shares under the liquidity contract, for a total sale value of €17,248,011.15, representing a value per share of €36.37. Between April 26, 2018 and January 31, 2019, the Company did not buy back any of its own shares to cover its commitments to beneficiaries of options, free shares and company savings schemes. At January 31, 2019, Compagnie Plastic Omnium held 2,299,018 treasury shares, representing 1.55% of its share capital, broken down as follows: Number of shares 118 671 Liquidity agreement AMAFI - Shares allocated to employees or corporate officers of the Company or of Group companies - Cancellation 2,180,347 Hedging of securities carrying rights to the allocation of shares - External growth Description of the share buyback policy submitted for approval to the Combined Shareholders’ Meeting on April 25, 2019 Under Articles 241-1 to 241-6 of the AMF General Regulations, this description defines the objectives of the Compagnie Plastic Omnium share buyback policy and how it will be implemented. The program will be submitted for approval to the Combined Shareholders’ Meeting convened for April 25, 2019. OBJECTIVES OF THE SHARE BUYBACK PROGRAM Compagnie Plastic Omnium intends to use the share buyback program to achieve the following objectives: to use an investment service provider to maintain the secondary market ● or the liquidity of Compagnie Plastic Omnium’s shares, via a liquidity agreement complying with the AMAFI Code of Ethics accepted by the AMF; to cancel the shares purchased, if appropriate, in accordance with the ● authorization given by the Shareholders’ Meeting of April 26, 2018, pursuant its 22 nd  extraordinary resolution; to cover stock option plans and/or free share plans (or similar) for Group ● employees and/or corporate officers, as well as any allocations of shares for a company or group savings scheme (or similar), in respect of employee profit sharing and/or all other forms of allocation of shares to employees and/or corporate officers of Compagnie Plastic Omnium; that shares purchased for this purpose may not exceed 5% of the Company’s capital; to retain the shares acquired and use them later on for exchange or in ● payment for any external growth transactions, with the understanding to implement all market practices currently accepted or accepted in the ● future by the market authorities. PRACTICAL IMPLEMENTATION – THE MAXIMUM PROPORTION OF THE EQUITY CAPITAL THAT MAY BE ACQUIRED AND THE MAXIMUM AMOUNT PAYABLE BY COMPAGNIE PLASTIC OMNIUM Compagnie Plastic Omnium is authorized to acquire a maximum of up to 10% of its equity capital on December 31, 2018, 14,856,610 shares, each with a par value of €0.06. Since the Company held 2,290,930 treasury shares as at December 31, 2018, the maximum number of its shares it could purchase under the share buyback program is 12,565,680. In the event that treasury shares already held are cancelled or used, the maximum amount that the Company can pay out to acquire the 14,856,610 shares is €891,396,600. Thus, the total value of acquisitions (net of costs) may not exceed €891,396,600 based on the maximum purchase price of €60 provided in the sixth resolution to be proposed to the Combined Shareholders’ Meeting on April 25, 2019. Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. These means include the use of any derivatives, traded on a regulated market or over the counter, and the setting up of option operations such as the purchase and sale of call and put options. These transactions may be made at any time.