Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 76 TERM OF THE BUYBACK PROGRAM This buyback program may continue for a period of eighteen months from approval of the sixth resolution to be voted by shareholders at the Combined Shareholders’ Meeting on April 25, 2019, i.e. until October 24, 2020. Bonds Details of the outstanding bonds and private placements issued by the Company on December 31, 2018 are given below: Issuer Currency Coupon Initial issue date Maturity date Amount outstanding (in millions of euros) Listing market Compagnie Plastic Omnium EUR 2.875% 05/21/2013 05/29/2020 500 Paris Compagnie Plastic Omnium EUR 1.478% 06/17/2016 06/17/2023 300 Compagnie Plastic Omnium EUR 1.25% 06/26/2017 06/26/2024 500 Paris Compagnie Plastic Omnium EUR 1.632% 12/21/2018 12/21/2025 300 INFORMATION ABOUT SHAREHOLDERS 2.1.4 COMPAGNIE PLASTIC OMNIUM SHAREHOLDER STRUCTURE BREAKDOWN IN EQUITY HOLDINGS IN COMPAGNIE PLASTIC OMNIUM AS AT DECEMBER 31, 2018 COMPRISING 148,566,107 SHARES December 31, 2018 December 31, 2017 December 31, 2016 % equity capital % voting rights % equity capital %voting rights % equity capital % voting rights BurelleSA 58.51 73.70 57.57 71.91 57.01 71.91 Employee shareholders 0.97 0.97 0.98 0.98 1 1 Held by Company 1.54 – 2.19 – 2.77 – Public 38.98 25.33 39.26 27.11 39.22 27.09 100 100 100 100 100 100 At December 31, 2018, Burelle SA held 58.51% of the equity capital of Compagnie Plastic Omnium. To the Company’s knowledge, no other shareholder owns 5% or more of the share capital. In France, at December 31, 2018, the Group stock ownership plan consisted of 1,946 members, holding 1,447,648 Compagnie Plastic Omnium shares, purchased on the market, representing 0.97% of share capital. The Company has not been informed of any shareholders’ agreement. FACTORS THAT COULD HAVE AN IMPACT IN THE SHAREHOLDERS’ MEETING EVENT OF A PUBLIC OFFER None. AGREEMENTS CONCLUDED BY A SIGNIFICANT MANAGER OR SHAREHOLDER OF COMPAGNIE PLASTIC OMNIUM, WITH A SUBSIDIARY Officer, one of the Co-Chief Executive Officers, one of the directors, one of the shareholders holding greater than 10% share of the voting rights of the Company and, on the other hand, one of the subsidiaries of Compagnie Plastic Omnium held directly or indirectly, for more than 50% of its capital. Pursuant to Article L. 225-37-4, 2° of the French Commercial Code, it is stated that no new agreement was made during 2018, either directly or through an intermediary, between, on the one hand, the Chief Executive SHAREHOLDERS’ MEETING (ARTICLE 17 OF THE BYLAWS) Notice of meetings The Shareholders’ Meetings are convened, meet and deliberate under conditions set forth by law. The agenda of the meetings is determined by the author of the notice; however, one or more shareholders may, under conditions set forth by law, require draft resolutions to be written into the agenda. The meeting takes place at the headquarters, or at any other place indicated in the notice. The notice of meeting for the Shareholders’ Meeting is published in the Bulletin des Annonces Légales Obligatoires (BALO) under conditions set forth by law and regulations. Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a director who is specially authorized for such purpose by the Board of Directors. Otherwise, the meeting shall itself elect its Chairman.