Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Statutory Auditors’ report on the issue of shares and/or various securities with and/or without cancellation of the preferential subscription rights www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 326 #$ $%$ ") % $ "#+ " ! "$ $ ##% # " # 8.6 " & " %# # %" $ # ' $ " ' $ %$ $ $ !" " $ #% # " !$ " $# 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. GENERAL MEETING OF APRIL 22 ND , 2021 Twenty-sixth, twenty-seventh, twenty-eighth and twenty-ninth resolutions To the Shareholders, In our capacity as statutory auditors of your Company and in compliance with Articles L. 228-92 and L. 225-135 and seq. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby report on the proposed issue of shares and/or securities, an operation upon which you are called to vote. Your Board of Directors proposes that, on the basis of its report, it be authorized, for a period of twenty-six months, on the following operations, to determine the conditions of these issues and proposes, where relevant, to cancel or maintain your preferential subscription rights: issue – with preferential subscription rights (twenty-sixth resolution)– of ordinary shares of the company and/or equity securities providing access to ● other equity securities or granting entitlement to the allocation of debt securities, and/or securities giving access to equity; issue – with cancellation of preferential subscription rights (Twenty-seventh resolution) – of ordinary shares of the company and/or equity securities ● giving access to other equity securities or entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued by the Company, by way of a public offering excluding offers referred to 1° in Article L. 411-2 of the Monetary and Financial Code (Code monétaire et financier) and/or as consideration for securities as part of a public exchange offer provided for under Article L. 22-10-54 of the French Commercial Code (C ode de commerce) ; issue – with cancellation of preferential subscription rights, through offerings in accordance with 1° of article L. 411-2 of the French Monetary and ● Financial Code ( Code monétaire et financier) f or an amount that does not exceed 20% of the share capital per year (Twenty-eighth resolution)– of ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or securities providing access to equity securities to be issued by the Company. The nominal amount of the capital increases that may be carried out immediately or in the future may not exceed: under the twenty-sixth resolution € 4 000 000, it being specified that this amount would be included in the nominal amount of capital increases that ● could be carried out under the twenty-seventh, twenty-eighth and twenty-ninth resolutions, subject to their adoption by this Assembly; under the twenty-seventh resolution € 4 000 000, it being specified that this amount would be included in the nominal amount of capital increases that ● could be carried out under the twenty-sixth, twenty-eighth and twenty-ninth resolutions, subject to their adoption by this Assembly; under the twenty-eighth resolution € 1 700 000, it being specified that this amount would be included in the nominal amount of capital increases that ● could be carried out under the twenty-sixth, twenty-seventh and twenty-ninth resolutions, subject to their adoption by this Assembly. The total nominal amount of debt securities that may be carried out may not exceed: under the twenty-sixth resolution € 1 500 000 000, it being specified that this amount would be included in the nominal amount of debt securities that ● could be issued pursuant to the twenty-seventh, twenty-eighth and twenty-ninth resolutions, subject to their adoption by this Assembly; under the twenty-seventh resolution € 1 500 000 000, it being specified that this amount would be included in the nominal amount of debt securities ● that could be issued pursuant to the twenty-sixth, twenty-eighth and twenty-ninth resolutions, subject to their adoption by this Assembly; under the twenty-eighth resolution € 1 500 000 000, it being specified that this amount would be included in the nominal amount of debt securities that ● could be issued pursuant to the twenty-sixth, twenty-seventh and twenty-ninth resolutions, subject to their adoption by this Assembly. These ceilings take into account the additional number of securities to be created within the framework of the implementation of the delegations referred to in the twenty-sixth, twenty-seventh and twenty-eighth resolutions, in accordance with Article L.225-135-1 of the French Commercial Code, if you adopt the twenty-ninth resolution. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R.225-113 and seq. of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on other information relating to the issue provided in the report.