Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Statutory Auditors’ report on the issue of shares and/or securities reserved for members of a company savings plan www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 328 #$ $%$ ") % $ "#+ " ! "$ $ ##% # " # 8.7 " # %" $ # " # "& " "# ! ) # & # ! 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, APRIL 22 ND , 2021 Thirtieth resolution To shareholders, In our capacity as auditors of your company and in compliance with Articles L. 228-92 and L. 225-135 and seq. of the French Commercial Code (Code de commerce) , we hereby report on the proposal to authorize your Board of Directors whether to proceed an issue of ordinary shares and / or securities giving access to the capital with cancellation of preferential subscription rights, reserved for members of a company savings plan, for a maximum amount of 3% of the share capital, an operation on which you are called to vote. This process is subject to your approval in accordance with Articles L. 225-129-6 of the French Commercial Code (Code de commerce) and L. 3332-18 et seq. of the French Labour Code (Code du travail) . Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of twenty-six months to decide on whether to proceed with an increase in capital and proposes to cancel your preferential subscription rights to the ordinary shares and/or securities to be issued. If applicable, it shall determine the final conditions of this operation. It is the responsibility of the Board of Directors to prepare a report in accordance with articles R. 225-113 et 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 share issue provided in the report. 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 the information provided in the Board of Directors’ report relating to this operation and the methods used to determine the issue price of capital securities to be issued. Subject to a subsequent examination of the conditions for the issue that would be decided, we have no matters to report as to the method used to determine the issue price of the capital securities to be issued provided in the Board of Directors’ report. As the final conditions for the issue have not yet been determined, we cannot report on these conditions and, consequently, on the proposed cancellation of preferential subscription rights. In accordance with article R. 225-116 of the French Commercial Code, we will issue a supplementary report, if necessary, when these authorizations are used by your Board of Directors in the event of the issue of ordinary shares and/or securities which are equity securities giving access to other equity securities and in the event of the issue of securities giving access to equity securities to be issued. Paris-La Défense, 9 March 2021 The Statutory Auditors MAZARS ERNST & YOUNG et autres Juliette DECOUX-GUILLEMOT May KASSIS-MORIN