Plastic Omnium // 2021 Universal Registration Document
CORPORATE GOVERNANCE Information on share capital
The change in the number of outstanding shares between the opening date and the closing date of fiscal year 2021 is as follows:
Movements for fiscal year 2021 (1)
January 1, 2021
December 31, 2021
Number of shares comprising the share capital
148,566,107
(1,443,954)
147,122,153
Number of treasury shares
2,834,235
(772,822)
2,061,413
Number of outstanding shares
145,731,872
(671,132)
145,060,740
See purchase flows, sales flows and options exercised, indicated in the table above. (1)
The eighth resolution of the Combined General Meeting of Shareholders of April 22, 2021 authorized the Company to buy back its own shares subject to the following conditions:
Maximum purchase price
€80 per share (excluding acquisition costs)
10% of the share capital on the date of the Combined General Meeting of April 22, 2021
3
Maximum shares that may be held
Maximum investment in the buyback program
€1,176,977,200
Information concerning share buybacks made since April 24, 2021
A new liquidity agreement, signed with Kepler Capital Markets SA on January 1, 2015 for an initial amount of €3 million, has a term of one year, renewable automatically, in accordance with the Code of Ethics drawn up by AMAFI ( Association Française des Marchés Financiers – the representative body for professionals working in the securities industry and financial markets in France). On January 28, 2019, Plastic Omnium made an additional contribution of €3 million to the liquidity agreement, increasing its overall budget to €6 million. The primary purpose of the agreement is to reduce the volatility of the Compagnie Plastic Omnium share price, and thus the risk perceived by investors.
Between April 24, 2021 and February 28, 2022, the Company acquired 1,535,197 shares for a total value of €37,745,761, i.e. a unit value of €24.59, of which 1,135,197 shares under the liquidity contract and 400,000 shares outside this contract. Over the same period, the Company sold 1,015,894 shares under the liquidity contract for a total of €24,818,390, representing a value per share of €24.43.
Between April 24, 2021 and February 28, 2022, the Company did not acquire any shares to cover its commitments to beneficiaries of free share plans. At February 28, 2022, Compagnie Plastic Omnium SE held 2,116,416 treasury shares, representing 1.44% of the share capital, broken down as follows:
Number of shares 194,303
AMAFI liquidity agreement
400,000
Shares held for cancelation
927,840
Shares allocated to employees or directors of the Company or of Group companies
594,273
Hedging of securities carrying rights to the allocation of shares
Description of the share buyback program submitted to the Combined General Meeting of April 21, 2022 Under Articles 241-1 to 241-6 of the AMF General Regulation, this description defines the objectives of the Compagnie Plastic Omnium SE share buyback policy and how it will be implemented. The program will be submitted for approval to the Combined General Meeting of Shareholders convened for April 21, 2022. Objectives of the share buyback program Compagnie Plastic Omnium SE intends to use the share buyback program to achieve the following objectives: to use an investment service provider to maintain the secondary ● market or the liquidity of Plastic Omnium’s shares, via a liquidity agreement complying with the AMAFI Code of Ethics accepted by the AMF;
to cancel the acquired shares, if appropriate, subject to the approval by ● the General Meeting of Shareholders of the authorization submitted to a vote in its twenty-first extraordinary resolution; to cover stock option plans and/or free share plans (or similar) for ● Group employees and/or directors, as well as any allocations of shares for a company or group savings scheme (or similar), in respect of employee profit sharing and/or all other forms of allocation of shares to employees and/or directors of Compagnie Plastic Omnium SE; to retain the shares acquired and use them later on for exchange or in ● payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; to implement all market practices currently accepted or accepted in the ● future by the market authorities.
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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
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