Plastic Omnium // 2022 Notice of Meeting
STATUTORY AUDITORS’ REPORTS
STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN
COMBINED GENERAL MEETING OF SHAREHOLDERS OF APRIL 21, 2022 THIRTIETH RESOLUTION
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.
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. of the French Commercial Code (Code de commerce), we hereby report on the proposed delegation of authority granting the Board of Directors powers to decide on an issue of ordinary shares and/or securities giving access to the share capital without preferential subscription rights, reserved for the members of one or more Company or group savings plans set up by your Company and/or the French or foreign companies affiliated to it under the conditions of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code, on which you are called to vote. The total nominal amount of the capital increases that may be carried out is limited to a nominal amount of €264,819 (i.e., on the basis of the current nominal value of your company’s shares of €0.06, 4,413,650 shares), or to the equivalent of this amount on the date of the issue decision in the event of an issue in another currency or in a unit of account set by reference to several currencies, this amount being independent of any other ceiling provided for in respect of the delegation of capital increases. To this amount shall be added, where applicable, the additional amount of ordinary shares to be issued to preserve, in accordance with the law and any applicable contractual provisions providing for other cases of adjustment, the rights of holders of securities giving entitlement to equity securities of your company. This transaction is submitted for your approval pursuant to the provisions of Articles L. 225-129-6 of the French Commercial Code and L. 3332-18 and seq. of the French Labour Code. Your Board of Directors proposes, on the basis of its report, that you delegate to it, for a period of twenty-six months, and with the option of sub-delegation, the power to decide on an issue and to cancel your preferential subscription rights to the ordinary shares and/or securities to be issued. If necessary, it will be up to the Board of Directors to determine the final terms and conditions of this operation. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 and seq. It is our responsibility to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on certain other information relating to the issue, given in this report. We performed those procedures we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted in verifying the contents of the Board of Directors’ report relating to this operation and the methods used to determine the issue price of the equity securities to be issued. Subject to a subsequent examination of the conditions for the proposed issue, we have no matters to report as to the methods used to determine the issue price of the equity 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 (Code de commerce), we will issue a supplementary report, if necessary, on the use of these delegations by the Board of Directors in the case of issues of equity securities giving access to other equity securities or debt securities, in the case of issues of securities giving access to equity securities to be issued and in the case of issues of shares without preferential subscription rights.
Paris-La Défense, March 9 th , 2022 The Statutory Auditors
MAZARS
ERNST & YOUNG et Autres
Juliette Decoux-Guillemot
May Kassis-Morin
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PLASTIC OMNIUM Notice of meeting 2022
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