Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Report of the Statutory Auditors on the authorization to award stock options www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 324 " ! "$ $ #$ $%$ ") % $ "# $ %$ " * $ 8.4 $ ' " #$ !$ # This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. COMBINED SHAREHOLDERS’ MEETING OF APRIL 22 ND , 2021 Twenty-fourth resolution To the Shareholders, In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 225-177 and R. 225-144 of the French Commercial Code (Code de commerce) , we hereby report on the authorization for allocation of stock options reserved for salaried personnel and/or the corporate officers of your Company and companies associated with it within the meaning of Article L. 225-180 and L. 225-185 of the French Commercial Code (Code de commerce) , an operation upon which you are called to vote. The total number of stock options likely to be allocated pursuant to this authorization may not give the right to purchase a number of shares representing more than 0,5% of the share capital on the day of the present shareholders’ meeting, it being specified that this ceiling is common with the allocations likely to be made in accordance with the twenty-fifth resolution. The total number of options that may be granted to the company’s corporate officers may not entitle them to subscribe for or purchase a number of shares exceeding 0.25% of the share capital within this limit. Your Board of Directors proposes that, on the basis of its report, it be authorized, for a period of thirty-eight months as from the date of this Shareholder’s Meeting, to grant stock options. It is the responsibility of the Board of Directors to prepare a report on the reasons for the stock options and on the proposed methods used to determine the stock option purchase price. Our role is to report on the proposed methods to determine the subscription price for the shares. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the methods proposed to determine the subscription price for the shares are included in the Board of Directors’ report and, are in accordance with French laws and regulations. We have no matters to report on the proposed methods for the determination of the purchase price of the shares. Paris-La Défense, 9 March 2021 The Statutory Auditors MAZARS ERNST & YOUNG et Autres Juliette DECOUX-GUILLEMOT May KASSIS-MORIN