Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Report of the statutory Auditors on award of free existing or to be issued shares PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 325 " ! "$ $ #$ $%$ ") % $ "# ' " " 8.5 ( #$ " $ ##% # " # 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. ANNUAL GENERAL MEETING OF APRIL 22 ND , 2021 Twenty-fifth resolution To the Shareholders, In our capacity as Statutory Auditors of your Company and in compliance with Article L. 225-197-1 of the French Commercial Code (Code de commerce), we hereby report on the proposed free allocation of existing or issuable shares, reserved for employees and/or directors of your Company and companies associated with it within the meaning of Article L.225-197-2 of the French Commercial Code (Code de commerce), an operation upon which you are called to vote. The total number of shares that may be free allocated by the present authorization shall not exceed more than 0.2% of ordinary shares of the share capital at the date of the decision of the allocation by the Board of Directors. It being specified that the total number of shares to which the options that may be allocated by the Board of Directors under the authorization referred to in the twenty-fourth resolution will be deducted from this limit. The total number of shares that may be allocated free of charge to the Company’s executive officers shall not exceed 0.1% of the share capital within this limit. The shares to be allocated under the present resolution shall be acquired by your company, as part of the shares purchase plan authorized by the fifth resolution voted by the present General Meeting under Article L. 22-10-62 of the French Commercial Code (Code de commerce) or any other share purchase plan applicable before or after the vote of this resolution. Your Board of Directors proposes that on the basis of its report it be authorized for a period of thirty-eight months from this General Meeting to allocate, for free, existing or issuable shares. It is the responsibility of the Board of Directors to prepare a report on the proposed operation. Our role is to report on any matters relating to the information regarding the proposed operation. 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 mainly of verifying that the proposed methods described in the Board of Directors’s report comply with the legal provisions governing such operations. We have no matters to report as to the information provided in the Board of Directors’s report relating to the proposed free allocation of shares. Paris-La Défense, 9 March 2021 The Statutory Auditors French original signed by MAZARS ERNST & YOUNG et Autres Juliette DECOUX-GUILLEMOT May KASSIS-MORIN