Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Information on share capital PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 127 The eighth resolution of the Combined Shareholders’ Meeting of April 23, 2020 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 23, 2020 Maximum investment in the buyback program €891,396,600 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 to the liquidity agreement, increasing its overall budget 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 concerning share buybacks made since April 24, 2020 Between April 24, 2020 and February 28, 2021, the Company acquired 1,397,361 shares for a total value of €34,727,763 i.e. a unit value of €24.85, of which 965,829 shares under the liquidity contract and 431,532 shares outside this contract. Over the same period, the Company sold 1,174,891 shares under the liquidity agreement for a total of €25,943,388, representing a value per share of €22.08. Between April 24, 2020 and February 28, 2021, the Company acquired no shares to cover its commitments to beneficiaries of free share plans. At February 28, 2021, Compagnie Plastic Omnium SE held 1,729,743 treasury shares, representing 1.18% of the share capital, broken down as follows: Number of shares 63,430 AMAFI liquidity agreement 1,107,540 Shares allocated to employees or corporate officers of the Company or of Group companies 558,773 Hedging of securities carrying rights to the allocation of shares Description of the share buyback program submitted to the Combined Shareholders’ Meeting of April 22, 2021 Under Articles 241-1 to 241-6 of the AMF General Regulations, this description defines the objectives of the Compagnie Plastic Omnium SE share buyback policy and how it will be implemented. The program will be submitted for approval to the Combined Shareholders’ Meeting convened for April 22, 2021. Objectives of the share buyback program Compagnie Plastic Omnium SE 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 Plastic Omnium’s shares, via a liquidity agreement complying with the AMAFI Code of Ethics accepted by the AMF; potentially cancel the shares acquired, in accordance with the ● authorization given by the Shareholders’ Meeting of April 23, 2020 in its 21 st 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 SE; to retain the shares acquired and use them later on for exchange or in ● payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; to implement all market practices currently accepted or accepted in the ● future by the market authorities.