Table of Contents I 306

Plastic Omnium - 2018 Registration Document

TABLE OF CONTENTS II
INTEGRATED REPORT 3
INTERVIEW WITH LAURENT BURELLE 4
INTERVIEW WITH JEAN-MICHEL SZCZERBA 6
PURE PLAYER 8
Business model 10
Innovation in the group’s DNA 12
Societal and environmental responsibility at the heart of the Group’s strategy 14
Risk management, a key issue 15
An independent family-owned group since 1946 16
A responsible board of directors 17
Sound 2018 results 18
Social and environmental performance 19
1. PRESENTATION OF PLASTIC OMNIUM AND ITS BUSINESSES 21
1.1 2018 Key figures 22
1.2 History and development of the Group 24
1.3 Organization chart 26
1.4 Significant events 27
1.5 Business and strategy 28
1.6 Research and Development (R&D) 30
1.7 Risk factors and control 33
2 CORPORATE GOVERNANCE 41
2.1 Report from the Board of Directors on corporate governance 42
2.1.1 COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS 42
2.1.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE DIRECTORS 61
2.1.3 EQUITY CAPITAL 71
2.1.4 INFORMATION ABOUT SHAREHOLDERS 76
3. STATEMENT OF NON-FINANCIAL PERFORMANCE 79
Highlights 80
Recognizing performance 80
Voluntary commitments 80
3.1 CSR at the heart of our strategy 81
3.1.1 Creating and protecting value 81
3.1.2 Innovation through passion 90
3.1.3 Responsibility and commitments 93
3.2 CSR integrated in the business lines 95
3.2.1 Responsible entrepreneurs 95
3.2.2 Care for people 101
3.2.3 Sustainable production 112
3.3 Methodology 118
Scope of the report 119
Indicator calculation methods 119
External procedures and controls 119
3.4 Cross-reference table 120
3.5 Report by the independent third party 122
For the year ended december 31, 2018 122
Responsibility of the company 122
Independence and quality control 122
Responsibility of the independent third-party 122
Nature and scope of procedures 123
Means and resources 124
Conclusion 124
4. 2018 CONSOLIDATED FINANCIAL STATEMENTS 125
PREAMBULE TO THE CONSOLIDATED FINANCIAL STATEMENTS 126
FINANCIAL INDICATORS 126
4.1 Comments on the year and outlook 128
4.1.1 Comments on the consolidated financial statements 128
4.1.2 Investments 2019-2021 132
4.1.3 Outlook and Post-balance Sheet Events 132
4.2 Consolidated financial statements at December 31, 2018 134
4.2.1 Balance sheet 134
4.2.2 Income statement 136
4.2.3 Statement of comprehensive income 137
4.2.4 Changes in equity 138
4.2.5 Statement of cash-flows 140
4.2.6 Notes to the consolidated financial statements 142
4.2.7 Statutory Auditors' report on the consolidated financial statements 224
5. 2018 STATUTORY ACCOUNTS 229
5.1 Comments on the statutory accounts 230
Balance sheet 230
Earnings performance 230
5.2 Income statement 231
5.3 Balance sheet 232
Assets 232
Liabilities 233
5.4 Notes to the statutory accounts 234
Significant events of the year 234
Accounting policies 234
Notes to the balance sheet 237
Notes to the income statement 243
Other disclosures 246
5.5 Five-Year Financial Summary 247
5.6 Subsidiaries and affiliates 248
Supplier and customer payment terms as referred to in Article D. 441-4 of the French Commercial Code 249
5.7 Statutory Auditors’ report on the 250
For the year ended december 31, 2018 250
Opinion 250
Basis for our opinion 250
Justification of our assessments - key audit matters 250
Valuation of equity investments and receivables related to equity investments 250
Specific verifications 251
Information on other legal and regulatory requirements 252
Responsibilities of management and corporate governance officers regarding the annual financial statements 252
Statutory auditors' responsibilities for the audit of the annual financial statements 252
Report to the audit committee 253
5.8 Special report of the Statutory Auditors on related party agreements and commitments 254
Agreements and commitments submitted to the approval of the annual general meeting 254
Agreements and commitments already approved by the annual general meeting 254
6. RELATIONS WITH THE FINANCIAL COMMUNITY AND SHAREHOLDING STRUCTURE 257
6.1 Financial communication 258
6.1.1 Institutional investors 258
6.1.2 Individual shareholders 258
6.2 The Plastic Omnium share 259
Fact sheet 259
6.2.1 Trading data 259
6.2.2 Shareholder dividends 259
6.2.3 Trends in the price and volume of transactions in Compagnie Plastic Omnium shares 260
6.2.4 Shareholder structure of Compagnie Plastic Omnium 261
6.3 Financial communication and shareholders’ timetable 261
6.3.1 Financial communication timetable 261
6.3.2 Shareholders’ timetable 261
7. SHAREHOLDERS’ MEETING 263
7.1 Agenda 264
7.1.1 Ordinary resolutions 264
7.1.2 Extraordinary resolutions 264
7.2 Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 25, 2019 265
7.2.1 Ordinary resolutions 265
7.2.2 Extraordinary resolutions 267
7.3 Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 25, 2019 273
7.3.1 Report of the Board of Directors on the resolutions presented at the Ordinary Shareholders’ Meeting 273
7.3.2 Report of the Board of Directors on the resolutions presented at the Extraordinary Shareholders’ Meeting 275
7.4 Statutory Auditors’ report on the issue of shares and other securities without preferential subscription rights 279
7.5 Statutory Auditors’ report on the capital increase reserved for members of the company's savings plan 281
7.6 Report of the transformation commissioner on the transformation of Compagnie Plastic Omnium into a European company (Societas Europaea) 282
7.7 Compagnie Plastic Omnium draft bylaws at april 25, 2019 283
8. OTHER INFORMATION 289
8.1 General information about the Company 290
General information 290
8.2 List of regulated information published during the last 12 months 293
8.3 Person responsible for the Registration Document 294
Appointment of the person responsible for the Registration Document containing the Annual Finencial Report 294
Declaration by the person responsible for the Registration Document 294
CROSS-REFERENCE TABLES 295
Registration cross-reference table 295
Annual financial report cross-reference table 297
Management report cross-reference table 298
GLOSSARIES 299
Financial glossary 299
Technical and sustainable development glossary 301
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