Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 22, 2021 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 316 REPORT OF THE STATUTORY AUDITORS CONCERNING RELATED-PARTY AGREEMENTS ENTERED INTO OR CONTINUING DURING THE YEAR (3 RD RESOLUTION) The purpose of the third resolution, in accordance with Article L. 225-38 of the French Commercial Code, is to acknowledge the agreements mentioned in the special report of the Statutory Auditors on related-party agreements concluded previously by Compagnie Plastic Omnium SE and which continued during 2020. We propose that you approve it. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2020 FINANCIAL YEAR (4 TH RESOLUTION) The fourth resolution submits for your approval the consolidated financial statements for the year ended December 31, 2020, which show a Group share of consolidated net loss of -€251,112 thousand. AUTHORIZATION TO THE BOARD OF DIRECTORS TO TRANSACT IN THE COMPANY’S SHARES (5 TH RESOLUTION) At the Shareholders’ Meeting of April 23, 2020, the shareholders authorized the Company to buy back its own shares under the following terms and conditions: Maximum purchase price €60 per share Maximum shares that may be held 10% of share capital Maximum investment in the buyback program €905,860,320 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. ● €24.85 per share, of which 965,829 shares under the liquidity contract and 431,532 shares outside this contract; sold under the liquidity contract 1,174,891 shares for a total disposal ● value of €25,943,388, i.e. €22.08 per share. The detailed summary of the transactions carried out and the description of the authorization submitted for your vote are provided in section 3.5.5 of chapter 3 of the Company’s 2020 Universal Registration Document. The authorization to buy back the shares of the Company granted by the Shareholders’ Meeting on April 23, 2020 expires on October 22, 2021. You are being asked to grant the Board of Directors a new authorization to buy back the shares of the Company for a further period of eighteen months. Share buybacks allow an investment service provider to make a market in the Company’s shares under a liquidity contract complying with the Code of Ethics issued by the Association Française des Marchés Financiers (AMAFI), while the subsequent cancellation of shares improves our return on equity and earnings per share. Shares can also be repurchased to support external growth transactions, to implement stock option and free share plans for employees or executive directors, to cover securities granting rights to the allocation of the Company’s shares within current regulations, or any market practice permitted by the market authorities. The Board at Directors may not use this authorization during the course of a takeover bid for the Company’s shares. We are seeking to renew this authorization on the following terms: Maximum purchase price €80 per share Maximum shares that may be held 10% of share capital Maximum investment in the buyback program as of the day of the Shareholders’ Meeting, i.e. April 22, 2021 €1,176,977,200 RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR, MR. LAURENT BURELLE (6 TH RESOLUTION) The proposal that Mr. Laurent Burelle’s term of office as director, which expires in 2021, be renewed for a period of three years is submitted to the Shareholders’ Meeting. After being appointed Chairman and Chief Executive Officer of Compagnie Plastic Omnium SE in July 2001, Mr. Laurent Burelle is currently Chairman of the Board of Directors following the split of the functions of Chairman of the Board of Directors and Chief Executive Officer. Mr. Laurent Burelle has also been Chairman and Chief Executive Officer of Burelle SA since 2019 and Chairman of AFEP since 2017. Laurent Burelle has been a director of Compagnie Plastic Omnium SE since June 18, 1981. Since his first appointment, Mr. Laurent Burelle’s attendance rate at the meetings of the Board of Directors has been 100%. If the Shareholders’ Meeting votes to approve the proposed renewal, Mr. Laurent Burelle’s term of office will expire at the end of the Shareholders’ Meeting called in 2024 to approve the 2023 financial statements. RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR, MR. LAURENT FAVRE (7 TH RESOLUTION) The proposal that Mr. Laurent Favre’s term of office as director, which expires in 2021, be renewed for a period of three years is submitted to the Shareholders’ Meeting. With an engineering degree from ESTACA (École Supérieure des Techniques Aéronautiques et de Construction Automobile), Mr. Laurent Favre developed his career in the automotive sector in Germany. Over a period of 23 years he has held various positions of responsibility with leading German automotive equipment manufacturers: ThyssenKrupp (steering systems), ZF (gearboxes and steering columns) and Benteler (structural components), where he was Managing Director of the Automotive Division. Mr. Laurent Favre has been a director of Compagnie Plastic Omnium SE since January 1, 2020. Since his first appointment, Mr. Laurent Favre’s attendance rate at the meetings of the Board of Directors has been 100%. If the Shareholders’ Meeting votes to approve the proposed renewal, Mr. Laurent Favre’s term of office will expire at the end of the Shareholders’ Meeting called in 2024 to approve the 2023 financial statements.