Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 73 Authorizations given to the Board of Directors at the Shareholders’ Meeting on April 26, 2018 Resolution No. Type of authorization and delegated power Duration and expiry date Maximum amount per authorization or delegated power Use of the authorization or delegation of power 5 Buyback by the Company of its own shares 18 months – until October 25, 2019 Maximum purchase price: €60 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €9,056,860,320 At December 31, 2018, Compagnie Plastic Omnium held 1.54% of its share capital 21 Authorization to grant stock options to corporate officers and/or employees of the Company and/or Group companies 38 months – until June 25, 2021 Maximum holding: 1% of equity capital, to be deducted from the 1% in the 18 th  resolution approved at the Shareholders’ Meeting on April 26, 2016 None 22 Authorization to reduce the equity capital by canceling treasury shares 26 months – until June 26, 2020 10% of the share capital per 24-month period Between April 27 and December 31, 2018, Compagnie Plastic Omnium cancelled 2,410,613 treasury shares, representing 1.62% of its share capital. AUTHORIZATIONS AND DELEGATIONS RELATING TO CAPITAL AND SECURITIES CARRYING RIGHTS TO THE ALLOCATION OF DEBT SECURITIES, TO BE PROPOSED TO THE SHAREHOLDERS’ MEETING ON APRIL 25, 2019 Resolution No. Type of authorization and delegated power Duration and expiry date Maximum amount per authorization or delegated power 6  Buyback by the Company of its own shares 18 months – until October 24, 2020 Maximum purchase price: €60 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €891,396,600 13 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the Company, with preferential subscription rights 26 months – until June 24, 2021 €1 million for shares and €750 million for debt securities. 14 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities or entitling the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the Company, without preferential subscription rights, through a public offer and/or as consideration for securities as part of a public exchange offer during the delegation 26 months – until June 24, 2021 €1 million for shares by through an offer referred to in paragraph II of Article L. 411-2 of the French Monetary and Financial Code – €750 million for debt securities. 15 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the Company, without preferential subscription rights by way of an offer referred to in par. II of Article L. 411-2 of the French Monetary and Financial Code 26 months – until June 24, 2021 €1 million for shares through an offer referred to in paragraph II of Article L. 411-2 of the French Monetary and Financial Code – €750 million for debt securities. 16 Delegation of authority to increase the number of shares or securities to be issued when a share issue with or without preferential subscription rights is made under the 16 th to 18 th  resolutions up to a maximum of 15% of the initial issue 26 months – until June 24, 2021 15% of the initial issue, the maximum authorized amounts are: €1 million for shares – €750 million for debt securities. 17 Share capital increase reserved for Plastic Omnium employees savings plan (PEE) 26 months – until June 24, 2021 Maximum holding: 3% of the equity capital at the date of the Shareholders’ Meeting (i.e. a maximum of 4,456,983 shares at December 31, 2018)