Plastic Omnium // 2022 Notice of Meeting
STATUTORY AUDITORS’ REPORTS
STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS
COMBINED GENERAL MEETING OF OF APRIL 21, 2022 TWENTY-FOURTH, TWENTY-FIFTH, TWENTY-SIXTH, TWENTY-SEVENTH, TWENTY-EIGHTH AND TWENTY-NINTH RESOLUTIONS
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. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby report on the proposed issue of shares and/or securities, an operation upon which you are called to vote. Your Board of Directors proposes, on the basis of its report, that you delegate to it, with the option of sub-delegation, for a period of twenty-six months, the power to decide on the following operations and to set the final terms and conditions of these issues and proposes, where relevant, to cancel or maintain your preferential subscription rights: issue – with preferential subscription rights (twenty-fourth resolution) – of ordinary shares and/or securities, which are equity securities granting j access to other equity securities or granting entitlement to the allocation of debt securities, and/or securities giving access to equity; issue – with cancellation of preferential subscription rights – of ordinary shares and/or securities, which are equity securities granting access to j other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, by way of a public offering excluding offers referred to 1° in Article L. 411-2 of the Monetary and Financial Code (twenty-fifth resolution); issue – with cancellation of preferential subscription rights – through offerings in accordance with 1° of Article L. 411-2 of the French Monetary j and Financial Code (Code monétaire et financier) for an amount that does not exceed 20% of the share capital per year (twenty-sixth resolution) – of ordinary shares and/or securities, which are equity securities granting access to other equity securities or granting entitlement to the allocation of debt securities and/or securities providing access to equity securities to be issued by the Company; issue – with cancellation of preferential subscription rights – of ordinary shares of the company and/or securities, which are equity securities j granting access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, with a view to remunerating contributions in kind granted to the company and consisting of equity securities or securities giving access to the capital (twenty-eighth resolution), up to a limit of 10% of the share capital; issue – with cancellation of preferential subscription rights (twenty-ninth resolution), of ordinary shares and/or securities, which are equity j securities providing access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued as consideration for equity securities or investment securities giving access to the share contributed as part of a public exchange offer initiated by the Company. The overall nominal amount of the capital increases that may be carried out immediately or in the future may not exceed a maximum amount of €6,000,000 under each of the twenty-fourth, twenty-fifth and twenty-ninth resolutions and €2,000,000 under each of the twenty-sixth and twenty-eighth resolutions; it being specified that the nominal amount of the capital increases that may be carried out pursuant to the twenty-fourth to twenty-sixth and twenty-eighth to twenty-ninth resolutions would be deducted from these amounts, subject to their adoption by this Assembly. The overall nominal amount of the debt securities that may be carried out immediately or in the future may not exceed a maximum nominal amount of €2,000,000,000 under each of the twenty-fourth and twenty-fifth resolutions and €750,000,000 under each of the twenty-sixth, twenty-eighth and twenty-ninth resolutions; it being specified that the nominal amount of the debt securities that may be issued pursuant to the twenty-fourth to twenty-sixth and twenty-eighth to twenty-ninth resolutions would be deducted from these amounts, subject to their adoption by this Assembly. These ceilings take into account the additional number of securities to be created within the framework of the implementation of the delegations referred to in the twenty-fourth, twenty-fifth and twenty-sixth resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, if you adopt the twenty-seventh resolution. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 and 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 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 these operations 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 by virtue of the twenty-fifth, twenty-sixth and twenty-eighth resolutions.
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PLASTIC OMNIUM Notice of meeting 2022
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