Plastic Omnium // 2022 Notice of Meeting
STATUTORY AUDITORS’ REPORTS
REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT STOCK OPTIONS
COMBINED GENERAL MEETING OF APRIL 21, 2022 TWENTY-SECOND 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. 225-177 and R. 225-144 of the French Commercial Code (Code de commerce), we hereby report to you on the authorization to grant stock options, on which you are asked to vote. The beneficiaries of these options may only be, on the one hand, the employees, or certain employees, or certain categories of employees, of your Company and, where applicable, of companies or economic interest groupings affiliated with it under the conditions set out in Article L. 225-180 of the French Commercial Code, and, on the other hand, corporate officers who meet the conditions set out in Article L. 22-10-57 of the French Commercial Code. The total number of options that may be granted under this authorization may not give entitlement to the purchase of a number of shares exceeding 0.5% of the share capital existing on the date of this meeting, it being specified that the total number of shares that may be granted free of charge by the Board of Directors under the authorization referred to in the twenty-third resolution will be deducted from this ceiling. The total number of options that may be granted to the company’s executive officers may not give right to the subscribtion for or purchase of a number of shares exceeding 0.25% of the share capital existing on the date of this meeting within this envelope. The existing shares underlying the options that may be granted under this resolution must be acquired by your Company within the framework of the share buyback program authorized by the fifth resolution adopted by this meeting under Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution. Your Board of Directors proposes, on the basis of its report, that you authorize it, with the option of sub-delegation, for a period of thirty-eight months from the date of this Meeting, to grant stock options. It is the responsibility of the Board of Directors to prepare a report on the reasons for the granting of stock options and on the proposed methods for determining the purchase price. It is our responsibility to express an opinion on the proposed methods for determining the purchase price of the shares. We performed those procedures which 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 notably in verifying that the proposed methods for determining the purchase price of the shares are specified in the Board of Directors’ report and that they comply with the provisions of the law and regulations. We have no matters to report on the proposed methods of determining the purchase price of the shares.
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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