Plastic Omnium // 2022 Notice of Meeting

STATUTORY AUDITORS’ REPORTS

REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT EXISTING OR FUTURE FREE SHARES

COMBINED GENERAL MEETING OF APRIL 21, 2022 TWENTY-THIRD 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 article L.225-197-1 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed authorization to grant existing or future free shares to employees and/or corporate officers of your company or of companies related to it within the meaning of article L.225-197-2 of the French Commercial Code, and/or to corporate officers who meet the conditions set forth in article L.22-10-59 of the French Commercial Code, on which you are called to vote. The total number of free shares thus granted may not exceed 0.2% of the share capital existing on the date of the present meeting, it being specified that the total number of shares to which the options that may be granted by the Board of Directors under the authorization referred to in the twenty-second resolution may give entitlement will be deducted from this ceiling. The total number of shares that may be granted free of charge to your company’s executive directors may not exceed 0.1% of the share capital existing on the date of this meeting within this envelope. The existing shares that may be granted under this resolution must be acquired by your company under 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 under any share buyback program applicable before or after the adoption of this resolution. The Board of Directors will set the presence and performance conditions to which the share grants will be subject, it being specified that each share grant must be entirely subject to the achievement of one or more performance conditions set by the Board of Directors. 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 Combined General Meeting, to grant existing or future free shares. It is the responsibility of the Board of Directors to prepare a report on this operation which it wishes to be able to carry out. It is our responsibility to report to you, if necessary, our observations on the information given to you on the proposed transaction. 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 terms and conditions envisaged and set out in the report of the Board of Directors are in accordance with the provisions of the law. We have no matters to report on the information given in the Board of Directors’ report in respect of the proposed authorization to grant bonus shares.

Paris-La Défense, March 9 th , 2022 The Statutory Auditors

MAZARS

ERNST & YOUNG et Autres

Juliette Decoux-Guillemot

May Kassis-Morin

98

www.plasticomnium.com

PLASTIC OMNIUM Notice of meeting 2022

Made with FlippingBook - professional solution for displaying marketing and sales documents online