TABLE OF CONTENTS

05

ANALYSIS OF FINANCIAL POSITION

307

5.1.

Highlights of the 2023 financial year

308

5.2.

Analysis of the Group’s results

310

5.3.

Capital expenditure

323

5.4.

Outlook

325

18

5.5.

Dividends

326

20

5.6.

Regulated agreements and commitments, 327
and transactions with related parties

Message from Patrice Lucas

4

Our key figures

6

Our operations

8

Our governance10

We are Verallia

14

Our CSR objectives

16

Our business modelOur 2023 highlights

01

THE GROUP AND ITS OPERATIONS

23

Glass packaging market

24

STATEMENTS FOR THE YEAR
06 FINANCIAL
ENDED 31 DECEMBER 2023

331

1.1.
1.2.

The Group’s strategy and competitive
advantages

29

6.1.

The Group’s consolidated financial
statements

332

1.3.

The Group’s main operations

41

6.2.

Research and innovation

59

Statutory Auditors’ report on the
consolidated financial statements

397

1.4.
1.5.

The industrial process

62

6.3.

The Company’s annual individual financial
statements

401

02

EXTRA-FINANCIAL PERFORMANCESTATEMENT

75

6.4.

Payment times and five years summary

415

6.5.

417

2.1.

Our CSR strategy: re-imagine glass
for a sustainable future

76

Statutory Auditors’ report on the parent
company financial statements for the year
ended 31 December 2023

2.2.

Enhancing the circularity of glass
packaging

92

07

421

2.3.

Decarbonising
our activities

117

INFORMATION ABOUT THE COMPANY,ITS SHARE CAPITAL AND OWNERSHIPSTRUCTURE

2.4.

Ensuring a safe and inclusive
work environment for all

134

7.1.

Legal information

422

7.2.

Shareholders

429

Complying with our values
and ethical principles with our
suppliers, clients and employees

161

7.3.

Information on the share capital

432

7.4.

The security market

438

2.6.

Duty of Care Plan

187

7.5.

Summary table of the Board of Directors’delegations of authority and power

441

2.7.

Appendices

193

7.6.

Subsidiaries and equity interests

444

2.8.

Report by the Statutory Auditorson the non-financial statement includedin the management report

221

08 GENERAL MEETING OF 26 APRIL 2024

445

8.1.

Agenda446

03

CORPORATE GOVERNANCE

225

8.2.

Presentation of proposed resolutions

448

3.1.

Composition and operation of the Boardof Directors

226

8.3.

Proposed resolutions

457

3.2.

Methods and operation of Executive
Management252

09 ADDITIONAL INFORMATION

477

Compensation of corporate officers

255

9.1.

Persons responsible

478

9.2.

Glossary

480

04 RISK FACTORS AND RISK MANAGEMENT 275

9.3.

Documents available to the public

483

9.4.

Tables of concordance

483

2.5.

3.3.

4.1.

Description of risk factors

277

4.2.

Risk management and internal
control system302

2023 UNIVERSALREGISTRATIONDOCUMENTINCLUDING THE ANNUAL FINANCIAL REPORTThe French version of the Universal Registration Document was filed with the French Financial Markets Authority (Autorité des marchés
financiers - AMF) on 28 March 2024, as the competent authority under Regulation (EU) 2017/1129, with no prior approval in accordance witharticle 9 of such regulation.
The Universal Registration Document may be used for the purpose of offering to the public financial securities or for the admission of financial
securities to trading on a regulated market if it is supplemented by a securities note and, where appropriate, a summary and its
amendment(s). In such event, the securities note, the summary and the amendment(s) made to the Universal Registration Document since its
approval are approved separately, in accordance with article 10, paragraph 3, 2nd indent of Regulation (EU) 2017/1129.
This is a translation into English of the Universal Registration Document issued in French and it is available on the website of the issuer.
The Universal Registration Document has been prepared in both French and English. However, in all matters of interpretation of information,
views or opinions expressed therein, the original French language version takes precedence over this English one.
Copies of this Universal Registration Document are available free of charge from Verallia, 31 place des Corolles, Carpe Diem Tower,
Esplanade Nord, 92400 Courbevoie, France and on the websites of Verallia (www.verallia.com) and the French Financial Markets Authority(www.amf-france.org).
This Universal Registration Document is a reproduction of the official version which has been prepared in ESEF and is available on the website
of Verallia (www.verallia.com).

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

1

2

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

GENERAL COMMENTS
Verallia S.A., a French public limited company (société anonyme), with share capital of €408,321,248.14, registered at 31
Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie, France, under the identification number 812 163
913 (Nanterre Trade and Companies Register) is referred to as the “Company” in this Universal Registration Document. The
term “the Group” used herein, unless otherwise stated, refers to the Company, its subsidiaries and its direct and indirect
equity interests.
This Universal Registration Document contains information on the outlook and growth vectors for the Group. This information
is sometimes identified by the use of the future tense, the conditional tense and forward-looking terms, such as “consider”,“plan”, “think”, “have the objective”, “expect”, “intend”, “should”, “aim”, “estimate”, “believe”, “wish”, “could” or, as
applicable, the negative form of these terms or any other variant or similar terminology. This information is not historical data
and must not be interpreted as guarantees that the facts and data set forth will occur. This information is based on data,assumptions and estimates that the Group believes are reasonable. Moreover, the occurrence of certain risks described in
Chapter 4 “Risk Factors” of this Universal Registration Document could have an impact on the activities, financial position
and the results of the Group and its ability to achieve its objectives.
Investors are invited to carefully consider the risk factors described in Chapter 4 “Risk Factors” of this Universal Registration
Document. The realization of all or some of these risks could have a significant unfavorable impact on the Group, its activity,
its financial position, its results or its outlook. Moreover, other risks not yet identified or not considered material by the Group
could have the same adverse impact.
This Universal Registration Document contains information about the Group’s markets and its competitive positions, including
information on the size and growth outlook of these markets and the Group’s market share. In addition to the estimates
made by the Group, the items on which the Group’s declarations are based come from studies and statistics of third-party
organizations (see Section 9.1.3 “Information from third parties, expert‘s reports and declarations of interest” in this Universal
Registration Document) and from professional organizations or even from data published by competitors, suppliers andcustomers of the Group. Some information contained in this Universal Registration Document is publicly available
information that the Company believes is reliable, but that has not yet been verified by an independent expert. The
Company cannot guarantee that a third party using different methods to collect, analyze or calculate the data on thebusiness segments would obtain the same results. The Company makes no commitment and no guarantee as to theaccuracy of this information. It is possible that this information is incorrect or is no longer up to date. The Group makes nocommitment to publish updates of this information except in the context of any legal or regulatory obligation to which it issubject.
Certain calculated data (including data expressed in thousands or millions) and percentages presented in this Universal
Registration Document have been rounded. In that case it is possible that the totals presented in this Universal Registration
Document may present insignificant differences with the totals that would have been obtained by adding the exact values(not rounded) of these calculated data.
In this Universal Registration Document, except where otherwise indicated, a reference to the Southern and Western
European market or the Latin American market, as applicable, should be understood as a reference to the corresponding
operational segment, i.e., the operating segment of, respectively, (i) Southern and Western Europe, consisting of the
production sites located in France, Italy, Spain and Portugal, and (ii) Latin America, composed of the production sites
located in Brazil, Argentina and Chile. References to the Northern and Eastern Europe market include Germany, Russia
Ukraine and Poland.
A glossary providing the definitions of the main technical terms and financial aggregates used herein appears at the end of
this Universal Registration Document.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

3MESSAGE FROMPAT R I C E L U CA S
Chief Executive Officer of Verallia!"  !

M E S S A G E F R O M PAT R I C E L U CA S

In an ever-changing world,
Verallia was able to maintainits trajectory in 2023 thanks to
its solid fundamentals and theunfailing commitment of its teams
and partners. We are proud to declarethat our company is not simply an
economic entity but a robust model
fuelled by a shared undertaking toachieve operational excellence.

This Universal Registration Document
therefore reflects our commitment
to responsible governance, robust
f inancial management and active
corporate and social responsibility. We
firmly believe that lasting success canonly be achieved in harmony with ourenvironment, our employees and thecommunities we serve. This approachto sustainability, just like the material
we produce - glass, is deeply rooted in
our DNA.
The past year came with challenges
but also presented opportunities
which showcased our Group’s
resilience, especially as the economic
uncertainty in Europe triggered byinflation and the drop in demandsince August slowed our businessd ow n . We h a d to t a ke c e r t a i nmeasures to adjust our production
rates to this level of demand andt h e re fo re ke e p o u r i nve n to ri e sof f inished goods under control.
We also took action to control our
expenditure, with the aim of endingf inancial year 2023 at the level we
had committed to. And I would
like to thank all our staff for theirinvolvement in implementing thesemeasures.

But we also proved agile, thereby
consolidating our position as a major
player in the global glass industry. The
key to our success is our capacity toinnovate, adapt and plan ahead formarket trends.
We were indeed rewarded for ourefforts in 2023: Verallia’s f inancial
strength and robust business model
geared towards prof itable growth
were fully acknowledged by the rating
agencies, with Standard & Poor’s
upgrading the Group’s credit rating
f rom BB+ to BBB- with a positive
outlook and Moody’s revising its longterm credit rating for Verallia upwards
from Ba1 to Baa3.
As you browse through these pages,
we invite you to share our vision, delve
into the descriptions of our various
achievements and look ahead to theprospects that lie before us.

Patrice Lucas,
Chief Executive Officer of Verallia!"  !



OUR
KEY FIGURES
Further profitable growth
and remarkable performancesacross the board

Revenue

#1

#2

#3

in Europein Latin America

worldwide

Key 2023 financial
figures

2023-2025
financial objectives€3,904m+ 4-6% organic sales CAGR(+21.4% organic growth)

Adjusted EBITDA(1)€1,108m(+28.0% vs. 2022)

Adjusted EBITDA
marginFree cash flow (2)28.4%

28%‐30% in 2024(+256bp vs. 2022)€365m

Approx. €900m in total over 3 years(vs. €364m in 2022)€4.40

Earnings per share(excluding PPA (3))(vs. €3.30 in 2022)

Annual dividends
distributed (4)(an increase of 33.6% vs. 2022)

Net debt leverage (5)Approx.€3 in 2024

€171m

Growth in dividends per share>10% p.a. + accretive share buybacks

1.2x

Investment grade trajectory(net debt leverage < 2,0x )(vs. 1.6x at 31/12/2022)

Total capex

Recurring and strategic capex at approximately
10% of sales, including CO2-related capex and 3
new furnaces by 2024

€418m
(vs. €367m in 2022)

Food

17%
31%

Distributionof revenue
by end market (6)Non-alcoholic
beverages

Still wine

11%

12%

12%

Beer

16%

Sparkling wine

Spirits(1) At constant exchange rates and scope.
(2) Def ined as Operating cash flow - Other operating impacts - Financial
interest paid and other financing costs - Taxes paid.
(3) Net earnings per share excluding an amortisation expense for customer
relationships recognised upon the acquisition of Saint-Gobain’s packaging
business of approximately €0.38 / share (net of taxes).
(4) Including the amount of dividends corresponding to treasury shares at thedate of payment.
(5) Net debt / last 12 months adjusted EBITDA.

!"  !

(6) Based on revenue earned exclusively f rom the sale of jars and bottles,
which represented 98% of the Group’s consolidated revenue in the financial
year ended 31 December 2023. The consolidated financial statements arepresented in millions of euros, with amounts rounded up or down to thenearest million. So rounding differences may appear between different
financial statements.
N.B. The def inition of adjusted EBITDA and of CAGR can be found in thisdocument’s glossary.

OUR KEY FIGURES

Proven financial performance(Compound annual growth rate (CAGR) 2018-2023)

GROWTHPROFITABILITY

CASH

Superior cash
flow CAGR
Higher adjusted
EBITDA CAGR

Strong sales
CAGR

Leaderin fastergrowing
end markets

Growingglass
market+15.3%+10.1%

Pricing
based onvalue forthe customer

Positive
price-costspreadOperatingleverage+16.7%

Performance
ActionPlan(productivity)

Well-invested assets
and strategic capex

A GROWING AND CASH-GENERATIVE BUSINESS THAT PROVED RESILIENT DURING THE PANDEMIC

ESG commitments to build a sustainable future

3,090

2,940

2,833

2,756

2,603
1,669

2019

2020

2021

2022

2023

2030
targetExternal cullet usage rate

49%

52%

55%

2019

2020

2021

55.7%

2022

54.1%

2023

59%

2025
targetOUR GOALSReduction in CO2 emissions

Reduction of CO2
emissions of46%

by 2030*

35%

femalemanagers

5%

employeeshare ownership* Reduction in 2030 of scope 1 & 2 emissions
in absolute data (reference year 2019).

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT7OUR
O PE R AT I O N S
Global presence in 3 major geographic segments

As the European leader and world’s third-largest producer of glass
packaging for beverages and food products, we want to redefine how
glass is produced, reused and recycled in order to make it the world’s
most sustainable packaging material.
With 34 glass production plants, 5 decoration plants and 19 cullet (usedglass) treatment centres across 12 countries, we produce more than
16 billion glass bottles and jars each year to supply 10,000 customers,
ranging from local family producers to major international brands.

United States
Sales office1

BrazilGlass production plants

3

Decoration plant

1

Sales office

1

Chile
Glass production plant

1

Cullet treatment centre

1

Sales office1!"  !

Argentina
Glass production plant

1

Cullet treatment centre

1

Sales office1

O U R O PE R AT I O N SFranceGlass production plants

7

Decoration plants

2

Cullet treatment centres

2

Sales office1

PolandDecoration plant

1

Sales office1

United Kingdom
Glass production plants2

Decoration plant

1

Sales office1

Germany
4

Sales office1

Cullet treatment centres
operated as joint ventures 2

Ireland
Sales office

Glass production plants

Russia1

Glass production plants

2

Cullet treatment centre

1

Sales office1

UkrainePortugal
Glass production plant

1

Cullet treatment centre

1

Sales office1

Glass production plant

1

Sales office1

Cullet treatment centre
operated as a joint venture 1

Spain
Glass production plants

5

Cullet treatment centres

5

Sales office

1

India
Procurement office 1

Cullet treatment centre
operated as a joint venture 1

Italy
Canary Islands

Glass production plants

6

Glass production plant
operated as a joint venture

Cullet treatment centres

2

1

Sales office1

1

Cullet treatment centre
operated as a joint venture

1

Cullet treatment centre
operated as a joint venture!"  !

OUR
GOVERNANCE
Board of Directors at 31 December 2023

1. Michel Giannuzzi,
Chairman of the Boardof Directors
2. Patrice Lucas,
Chief Executive Officer
1

2

5 INDEPENDENTDIRECTORS
3. Didier Debrosse
4. Marie-José Donsion
5. Virginie Hélias
6. Cécile Tandeau de Marsac
345

7. Pierre Vareille

2 DIRECTORS REPRESENTINGEMPLOYEES
8. Oliver Späth
9. Xavier Massol

7

6

8

1 DIRECTOR REPRESENTINGEMPLOYEE SHAREHOLDERS
10. Beatriz Peinado Vallejo

REPRESENTATIVE OF BW
GESTÃO DE INVESTIMENTOS
LTDA. (BWGI)
11.

9

11

10

João Salles

REPRESENTATIVE OF BRASILWARRANT ADMINISTRAÇÃO
DE BENS E EMPRESAS S.A. (BWSA)
12. Marcia Freitas

REPRESENTATIVE OFBPIFRANCE INVESTISSEMENT
13. Sébastien Moynot

NON-VOTING BOARD MEMBER
12

13

Audit Committee

Nominations Committee

Sustainable Development Committee

14Compensation Committee

Strategy Committee!"  !

Committee chairperson

14. Guilherme Bottura

OUR GOVERNANCE

93%

50%

57

46%

40%

attendance

independent
directors

Average ageof foreign
nationality

Percentageof women

MAJOR KNOWLEDGE
AND EXPERTISE

INNOVATION /DIGITAL4

Total numberof directors: 13
MARKETING /SALES /COMMUNICATIONSTRATEGY /OPERATIONS

76INDUSTRY

5
GOVERNANCE /COMPLIANCE /REGULATORY

7
8

CSR / CLIMATECHANGE5
6

7
HR / SOCIALDIALOGUE

5FINANCEENTREPRENEURSHIPSPECIALISED COMMITTEES
Audit

Marie-José Donsion
Didier Debrosse
BWSA, represented
by Marcia Freitas

35members

meetings

100%

66%

attendance

independent

Nominations
Cécile Tandeau de Marsac
Virginie Hélias
BWGI, represented
by João Salles
Pierre Vareille43members

meetings

100%

75%

attendance

independent

Compensation
Cécile Tandeau de Marsac
Marie-José Donsion
Oliver Späth
BWGI, represented
by João Salles
Pierre Vareille52members

meetings

90%

60%

attendance

independent

Sustainable Development
Virginie Hélias
Michel Giannuzzi
Bpifrance Investissement,
represented by
Sébastien Moynot
Beatriz Peinado Vallejo
Xavier Massol

54members

meetings

100%

20%

attendance

independent

4

4

members

meetings

100%

50%

attendance

independent

Strategy
Michel Giannuzzi
Pierre Vareille
BWGI, represented
by João Salles
Didier Debrosse

Independent
Representing employees or employee shareholders
Committee chairperson
Oliver Späth was appointed as a member of the Compensation Committeeby the Board of Directors on 18 January 2024.

!"  !



OUR GOVERNANCE

Executive Committee at 31 December 2023
Verallia’s Executive Committee centres around its operations and comprises directors
responsible for Group functions and key regional general managers. The body
focuses on steering and implementing the Group’s strategy, monitoring performanceand coordinating projects in the Group’s different countries and regions.

55%

27%

of foreign
nationality

Percentageof women

Patrice Lucas
Chief Executive OfficerRomain Barral
Director of Operations

Dirk Bissel
Nathalie Delbreuve
General Manager
Chief Financial Officer
Germany and Eastern Europe

Pierre-Henri Desportes
General Manager
FranceAlan Henderson
General Manager
United Kingdom

Wendy Kool-Foulon
CSR Director andGeneral Counsel

Marco Ravasi
General Manager
Italy

Katia de Saint Germain
Director of Human
Resources

Quintin Testa Dominguez
General Manager
Latin America!"  !

Paulo Pinto
General Manager
IberiaOUR GOVERNANCE

!"  !



WE AREVERALLIA
Proud of what we do, passionate about glassand committed to securing our company’s
long-term future by taking on the socialand climate challenges we all face.

We have devoted all our know-how and passion
to the glass industry for the past 200 years.
Our story began with a glass plant in Vauxrot,
in northern France. We can therefore claim
to have been glass industry experts since 1827.

as health and safety, inclusion and diversity,
talent and skills, and aspirations to work
differently, as well as the critical issues of global
warming, resource scarcity and environmental
emergencies.

With its 34 glass plants spanning 12 countries,
the Group is the European leader and world’s
third-largest producer of glass packaging.
Each day, our nearly 11,000 dedicated men
and women do their utmost to ensure thatour 10,000 customers worldwide can enjoy
beverages and food products in glass packaging
that is hygienic, attractive and sustainable.
That is our mission. It is what makes us proud
to be able to offer innovative, customisedand environmentally-friendly solutions.

aspects of glass packaging.

The Verallia Group also stands
for the strong values that guideour action and inspire us each day.

Given the environmental challenges facing
our planet, we need to undertake this transitionin order to secure our company’s long-term
future. We wish to put our purpose to gooduse in order to redefine the way in which glass
is produced, reused and recycled. Our aim
is to make glass the world’s most sustainable
packaging material and turn the glass industry
into a truly circular economy.

Customer care

Respect for people, laws
and the environment

As an industry leader, we have responsibilities.

We are a driving force, spurring the industry’s
transformation, going above and beyond,and enhancing the circular and virtuous
This is why our purpose is to “Re-imagine
glass for a sustainable future”. It is whatmakes up the Group’s DNA and gives
meaning to the action we take.

This purpose requires us to be open to new
ideas and new methods for producing, reusing
and recycling glass packaging.
In terms of concrete measures, we must:

Empowerment and accountability

Teamwork■ Step up innovation in our value chain in orderto reduce carbon emissions. We have pledged
to reduce our CO2 emissions by 46% by 2030*;■ Turn glass reuse into a win-win solution
for the planet and for glass packaging;

The glass production process has remained
the same for centuries. Our world, meanwhile,
is continually changing at an accelerating pace.
We ensure Verallia is firmly embedded into
society’s expectations in a broader sense,by addressing people-centric matters such!"  !

■ Rally our own efforts and those of our partners
to make greater use of recycled glass asa raw material.
* Versus 2019 in absolute value.

WE ARE VERALLIA

Our history
WE SEEK TO BE
NOT THE BIGGESTBUT THE BESTIN OUR INDUSTRY1827

CREATION OF

THE VAUXROTGLASS PLANT(FRANCE)To fulfil our long-term aspirations,
our strategy consists of four linesof action:

1918

START OF INTERNATIONAL OPERATIONS

1 // Pursue disciplined growth■ Improve the customer experience in orderto develop our business activity■ Identify value-creating acquisitions
and organic growth projects■ Roll out a pricing policy based on
the value-added offered by our products.

2010

ADOPTION OF THE VERALLIA
TRADEMARK

2 // Increase operational excellence■ Achieve zero work accidents by paying
closer attention to dangerous behaviour■ Continue implementing performance
action plans

2015

INDEPENDENT
GROUP■ Roll out Verallia’s industrial management
system (VIM).

3 // Invest wisely for a sustainable future■ Improve working conditions

VERALLIA
BECOMES AN

2019■ Reduce CO2 emissions and energy
consumption

VERALLIA
BECOMESA LISTEDCOMPANY■ Step up our control over manufacturing
processes.

4 // Foster a strong and inclusive

2020

DEFINITIONOF VERALLIA’SPURPOSE

entrepreneurial culture■ Continue promoting our purposeand developing our engagementwith local communities■ Promote diversity and inclusion

2022

CHANGE OF GOVERNANCE

2022

ACQUISITION OF ALLIED GLASS IN THE■ Plan ahead and support the professional
development of our employees’ skillsets.

Each of these pillars helps us attainthe level of excellence to which we aspire.
With our nearly 11,000 employees all working
to create Verallia’s success, we can together“Re-imagine glass for a sustainable future”.

UNITED KINGDOM!"  !



OUR
CSR OBJECTIVESOur CSR objectives have been built on three pillars
and are guided by our purpose:

RE-IMAGINE GLASSFOR A SUSTAINABLE FUTUREPURPOSE

3 AXESCSRACTIONSFOUNDATIONENHANCING
THE CIRCULARITY
OF GLASS PACKAGINGDECARBONISINGOUR ACTIVITIESENSURING
A SAFE AND INCLUSIVEWORK ENVIRONMENTFOR ALL

Maximise
the use of cullet
in our products

Increase
the proportionof low-carbon
raw materials

Guarantee
teams’ safety

Expandglass reuse

Optimisethe energy
consumption anddeveloplow-carbon furnaces

Promotediversity andinclusionRaiseawareness and expand
glass recycling

Increase
renewable or
low-carbon energy

Supportthe development of
our employees’ skills

Developeco-design forsustainable products

Reduceour Scope 3 emissions

Fosteremployee well-being

Optimisewater use andreduce our waste

Contributeto soil regeneration

Partnerwith our communities

COMPLYING WITH OUR VALUES AND OUR ETHICAL PRINCIPLESWITH OUR SUPPLIERS, CLIENTS AND EMPLOYEES!"  !

OUR CSR OBJECTIVES

2

1

1. Chalon-sur-Saône plant
2. Paris-La Défense offices

Our CSR ratings and CSR initiative memberships
We work year in year out to improve our environmental and social impact. The following ratings and initiative memberships
aim to compare and acknowledge these efforts through the use of renowned and independent methodologies.

Our memberships

Validation of our target
to reduce our CO2 emissions
by 46% between 2019 and2030 in alignment withthe 1.5°C trajectory.

Listed in the CAC SBT 1.5°
index (a CAC 40
index centred aroundthe climate).

Verallia has participated in the United
Nations Global Compact since 2016
and pledges to shape its strategy
and operations in accordancewith the principles of human rights,
labour laws, the environment
and anti-corruption efforts, andto take measures that will draw
it closer towards its objectives.

A data platform throughwhich our customers canaccess the 4-pillar SMETA
audits performed at oursites, which cover all aspectsof responsible businesspractices.

Our ratings
2023

2022

2023

A-

A-

Climate Change
A- rating maintained in 2023
Effective measures taken to tackle climate change and transparent reporting

B

Water Security
Having participated in this category for the first time, Verallia obtained a B rating in 2023
Effective measures and water management78

85/100

BBB

A

14.2

14.7

Platinum medal
For the third year running, Verallia wins the platinum medal, placing it among the top 1%of the 90,000 most virtuous companies in the world in terms of social and environmental
responsibility. The efforts of our teams have been rewarded in 2023 with the highest scoreever achieved by Verallia: 85/100.
2023 ESG rating upgraded to A
Low risk!"  !



OUR BUSINESSMODELOUR RESOURCES

OUR 2023 BUSINESS MODEL:EMPLOYEES WHO CREATE
VERALLIA’S SUCCESS
Around 11,000 employees
4 shared values: customer care; respect
for people, laws and the environment;
empowerment and accountability;
teamwork
195 job functions (1)1,587 employees hired in 2023,
including 438 women (28%)

EXTRACTION
AND TRANSFORMATIONof raw materials(sand, limestone,
soda ash)

11% managers and executives

PARTNERS WHO SHARE OUR VALUESFEVE (European Container
Glass Federation)
Bpifrance

INDUSTRIAL POSITIONS WORLDWIDE
34 glass production plants
63 furnaces
19 cullet treatment centres
5 decoration plants
5 technical centres
12 development centres

A COMMUNITY PLAYER
More than 340 employees in our sales
teams (2)OUR ENVIRONMENTAL RESOURCES
54.1% external cullet used in our
production processes (53.9% including
Verallia UK)
0.56 m3 of water consumed per metrictonof packed glass
1.9 MWh of energy consumed per
metric ton of packed glass

Our business model data include Verallia UK.
Data regarding percentages of external cullet used and CO2 emissions are
expressed first without Verallia UK and then in brackets including Verallia UK.
See the table in the annexes to chapter 2.7 for full data including and excluding
Verallia UK.
(1) The 195 job functions are divided into different categories, including technical/
production, sales, R&D, purchasing, supply chain, health/safety/environment, HR,legal, CSR, audit and internal control, and finance.
(2) Job functions identified in the sales and marketing departments.

!"  !

54.1%
external cullet
used in our
production
processes(53.9% including
Verallia UK)

TRANSFORMATION
OF COLLECTED GLASSINTO CULLET
through the recovery
of domestic glass in
Verallia or partner
processing plants

OUR BUSINESS MODEL

AT THE HEART OF THE CIRCULAR ECONOMYRESULTS TO FOSTERSHARED PROFITABLE GROWTHOVERA SOUND FINANCIAL POSITION

16€475 million in net income

billion bottles
and jars produced€475 million in cash and cash equivalents€958 million in equity€582 million in operating cash flow

CUSTOMERSECODESIGNAND PRODUCTION
of quality glass
packaging

COLLECTION AND
AWARENESSRAISING
for sorting
and recycling€3.9 billion in revenue
Over 16 billion bottles and jars produced
Approx. 20% of sales generated
from the Ecova product line (3)EMPLOYEES€642.1 million in salaries paid(including social security contributions) (4)Employer’s contributions: approx. €156 million
or 24%

SUPPLIERS€2.12 billion in operating expenditure€418 million in capital expenditure

INVESTORS€164 million in dividends€1.40 dividend per share€41.7 million in share buybacks

SPECIAL ATTENTION TO THE ENVIRONMENT
In our glass production plants, the proportionof non-glass waste recycled: 73% (5)Scope 1 & 2 CO2 emissions: 2,603 kt(2,712 kt including Verallia UK) (6)

WORKPLACE SAFETYWork accident frequency rate (TF2): 3.1 (7)PACKAGING
AND MARKETING
Verallia adds value
to customers’ products
and enhances the well-beingof end consumers(3) Sales of the Ecova and EGO product lines as a proportion of total sales.
(4) Including employee benefits (profit sharing), excluding temporary staff.
(5) Including waste from furnace rebuilds.
(6) Scope 1 ‘Direct emissions’ = CO2 emissions within the physical perimeter of theplant = carbonated raw materials, heavy and domestic fuel oil, natural gas(melting and non-melting activities). Scope 2 “Indirect emissions” = emissions
linked to electricity consumption required for the operation of the plant.
(7) TF2 corresponds to the work accident frequency rate with or without lost days
per million hours worked.

!"  !



OUR
2023 HIGHLIGHTS

May
Verallia’s financial strength and robust businessmodel geared towards profitable growth,underpinned by its efforts in the environmental
and social responsibility arena, are fully
acknowledged in the form of upgrades to theGroup’s credit ratings by Standard & Poor’s, fromBB+ to BBB- with a positive outlook, and by
Moody’s, which revises its long-term credit rating
upwards from Ba1 to Baa3. This positive appraisal
is confirmed by social and environmental
responsibility assessments performed by the
CDP, which raises Verallia’s Climate Change
rating from B to A-, and by MSCI, which
upgrades its rating for Verallia to BBB

April
Furnace no. 2
comes back on
stream at our
Ukraine plant

October
Verallia steps up
its glass reuseprojects in Europe!"  !

OUR 2023 HIGHLIGHTS

November
Verallia pursues its
commitment to sustainability
and its efforts to maximise
the use of recycled glass in
its packaging by reachingan agreement with the
Santaolalla group to purchase
five of its cullet treatment
centres in Iberia

November
Verallia presents its firstsustainable supplier award to
Cartonplast Ibérica in recognitionof its commitment to sustainability
and the tangible results achieved
from its CSR initiatives

November
Verallia revolutionises
the timeless Bordelaisebottle by introducing oneof the most innovative
bottles in the market: the
BORDELAISE AIR 300G

!"  !



22

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

1
THE GROUP
AND ITS OPERATIONS

1.1.

Glass packaging market

24

1.4.

Research and innovation

59

1.1.1. Trends in the glass packaging market

24

1.4.1. Innovation

59

1.1.2. Overview of the geographic markets

27

1.4.2. Trademarks, patents and licences

60

1.2.

The Group’s strategy and competitive
advantages

29

1.4.3. Dependency factors

61

1.2.1. The Group’s strengths and competitive
advantages

29

1.5.

1.2.2. The Group’s strategy

38

1.3.

The Group’s main operations

41

1.3.1. Key factors impacting results

45

1.3.2. Overview of the Group’s products
and services

50

1.3.3. Operations by geographic area

56

The industrial process

62

1.5.1. The manufacturing process

62

1.5.2. Main industrial facilities and plants

67

1.5.3. Regulatory environment

68

1.5.4. Sales and marketing policy

73

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

23

1

THE GROUP AND ITS OPERATIONSGlass packaging market

1.1. Glass packaging market
The Group operates in the food and beverage glass packaging market where it is, in terms of revenue, the third largest
1
producer in the world and the leading producer in Europe . In terms of volumes sold, it is the second largest producer in
2
Latin America .

1.1.1. Trends in the glass packaging market
1.1.1.1. General trends
The glass packaging market benefits from favourable trends, mainly fuelled by the increasing appreciation of glass by
3
consumers . It is thus fuelled by the shift away from alternative materials, in particular plastic, and the choice for glass,because of its environmental qualities, its ability to be fully recycled and its inert properties (no risk of migration of chemical
products, such as Bisphenol-A, which is a health hazard), and its ability to protect flavours.
Glass is the preferred choice for upmarket products because of its inherent premium image, particularly for sparkling wines,
spirits and still wines, products in which the Group has a strong presence. Specialty beers are also turning to glass toemphasise their premium positioning.
Following a strong upturn in activity in 2021 (with volumes sold by the Group returning to their 2019 level by the third quarter),demand for the Group's products remained strong in 2022 across its end markets. However, in 2023 the market saw a clear
drop in demand due to two factors: a decline in end-user consumption in an uncertain economic environment, and a
destocking phenomenon throughout the downstream value chain. This slowdown in no way alters the very solid
fundamentals of demand for glass.
Volumes sold by the Group remained stable overall between 2021 and 2022 due to capacity constraints (with a greaternumber of furnaces repaired in 2022 compared to 2021 and the new Jacutinga furnace in Brazil coming on stream only atthe end of the 2022). Volumes rose in premium segments (notably sparkling wines and spirits), where demand growth
proved very strong. In 2023, sales volumes fell back in line with the global trend, with a sharper contraction in beer and more
resilient activity in food jars, soft drinks and sparkling wines.
The impact – on an annual basis – of the price increases implemented in 2022 to pass on the sharp rise in costs (especiallyenergy and raw materials) to its customers enabled the Group to record organic growth of 21.4% (14.3% excluding
Argentina) in 2023. The acquisition of Allied Glass (since renamed Verallia UK and consolidated over 12 months in 2023), theUK's leading producer of premium bottles, notably for premium spirits, also enables the Group to strengthen its exposure to
the premium segment and to the fast-growing high-end gin and whisky markets.
The Group addresses a wide variety of end markets, ranging from bottles for still and sparkling wines to containers for spirits,
4bottles for beer, and jars and bottles for food and soft drinks. The Group’s revenue for the year ended 31 December 2023
was as follows:

1
2
3
4

On the basis of the revenue earned in 2022 by market players in Europe (as defined by these players), as extracted from publicly
available information (annual reports and press releases in particular) and on the basis of Company estimates.
Based on volumes sold in 2022 in Argentina, Brazil and Chile.
Source: Verallia (2021 Capital Markets Day), McKinsey Packaging Survey (December 2020), the European Container Glass Federation(FEVE) (InSites Consulting “Packaging & Recycling” independent consumer survey (2020)).
Based on revenue earned exclusively from the sale of jars and bottles, which represented 98% of the Group’s consolidated revenue forthe financial year ended 31 December 2023.

24

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

THE GROUP AND ITS OPERATIONSGlass packaging market

Distribution of revenue by end market

1

5

For the year ended 31 December 2023

17%
31%

Still wine
Sparkling wine
Spirits
Beer
Non-alcoholic beverages
Food

11%

12%
12%
16%

Still and sparkling wines
The still and sparkling wine bottle market is the Group’s largest market, which represented 43% of its consolidated revenue
for the year ended 31 December 2023. It is driven by consumer habits in traditional wine consuming countries, such as
France, Spain and Italy, and by the consumption modes of new consumers, such as in the United States, the United
Kingdom and emerging markets (mainly Brazil and China). These trends impact exports from historical producing countries
such as France, Spain and Italy, the world’s three largest producers, as well as from the producers of the “New Winemaking
World”, such as Argentina, Chile, Australia and South Africa.
The still and sparkling wine bottle market, impacted in 2020 by the first Covid-19 pandemic wave, is mainly driven by exports.
The Group’s operations in the still and sparkling wine market are more particularly exposed to the exports made by its
winemaking customers. The three most significant countries for the Group in terms of revenue, namely France, Spain and
Italy, are the main exporters of still and sparkling wines in the world. After a difficult year in 2020, in 2021 the Group’s
operations in these markets benefited from both a recovery in the hotel and catering sector with the mitigation of theCovid-19 pandemic, but also from a suspension of trade barriers imposed by the United States on certain exporting
countries of still and/or sparkling wines. This trend continued into 2022, notably in the high-end wines segment, albeit to alesser extent, with the impact of strong inflation and a difficult geopolitical environment, which also affected business in
2023, particularly in still wines.
Glass is the preferred material for packaging still wines and even more so for sparkling wines, because of the product’s
image, wine-making processes, requirements for pressure resistance and its exceptional organoleptic qualities. Substitution
possibilities by other packaging materials are also limited due to consumers’ preference for glass and the image of quality
associated with this packaging, the existence of glass bottling infrastructure and the existence of pressure resistancerequirements for sparkling wines. The Group is nevertheless competing with alternative types of packaging, such as the bagin-box in still wines, primarily for down-market wines, and brick pack containers, especially in certain geographic areas suchas Argentina, Spain, and Portugal, and, to a lesser extent, bottles made from polyethylene terephthalate (“PET”). After
sustained growth in 2020, followed by a sharp downturn in 2021, particularly in France, the bag-in-box format for still wines
stabilised overall in 2022-2023.

5

The consolidated financial statements are presented in millions of euros, with amounts rounded up or down to the nearest million.
Rounding differences may therefore appear between different financial statements.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

25

1

THE GROUP AND ITS OPERATIONSGlass packaging market

Containers for spirits
Containers for spirits represented 16% of the Group’s consolidated revenue for the year ended 31 December 2023.
Growth in the spirits market is mostly driven by exports intended primarily for the United States and Asia. Cognac, brandies
and gin have found valuable export niches (in neat form and in cocktails). This market is characterised by a sharp increase
in upscale packaging, similar to that seen in the perfume market. In terms of customers, the sector is highly consolidated,with the major global trademarks in spirits owned by a limited number of companies. In each region, however, a large
number of local spirit trademarks remain independent and active.
The global spirits market rebounded strongly in 2021 after being impacted in 2020 by the Covid-19 pandemic andtemporary closures in the hotel and catering sector. Demand picked up significantly in several countries and regions,especially in China, while the consumption of premium spirits appeared to experience structural growth in most parts of theworld and in the United States. This trend broadly continued into 2022, another year of strong growth. In 2023, after a fairly
resilient first half, a decline in volumes was observed in the second half under the combined effect of lower end demandand strong destocking downstream in the value chain.
The risk of packaging other than glass being used is very limited in the spirits segment, mostly because of producers’ desire
to use glass bottles (often customised) to maintain the image and recognition of their trademarks. However, certain
containers (more than one litre, pocket flasks or miniatures) may be packaged in PET, marginally and in low-end segments,and mostly in the United States.

Beer
Beer bottles represented 12% of the Group’s consolidated revenue for the year ended 31 December 2023.
The highly concentrated beer market, considered a “mass market”, is growing, particularly in emerging markets. Glass
packaging is particularly favoured by certain brewers to provide up-market appeal, especially in developed countries, tocreate value in a market that has historically had little differentiation.
However, certain customers may periodically or permanently substitute traditional glass packaging, which has a premium
positioning, for packaging in metal cans. This change may be made for sales and marketing reasons, to control costs inview of the economic context, or due to changes in strategy. In the beer packaging market, glass remains the preferred
packaging for brewers in the premium beer growth segment seeking to make their products stand out from the competition
with an up-market image designed to highlight the distinctive taste of their beers. This is especially true for local or craft
brewers. This market faces competition from other modes of consumption, particularly the mini-barrel and draught beer.
Plastic is more marginal, except for specific uses (during sports events, for example) and for large containers, particularly in
the Russian and Ukrainian markets. In Latin America, the traditional returnable beer bottle is progressively being replacedwith single-use aluminium or glass packaging. This trend is expected to continue in the future, particularly in Brazil, andshould contribute strongly to fuelling demand for glass packaging.

Bottles for soft drinks
Bottles for soft drinks represented 11% of the Group’s consolidated revenue for the year ended 31 December 2023.
In this market, packaging in materials other than glass have already largely replaced glass packaging. Substitution may still
occur in the fruit juice segment, where glass is nevertheless well positioned in small containers, particularly for restaurants
and cafés and upmarket products. High value-added niches have also developed in recent years, for which glass isparticularly well positioned, such as table waters, energy drinks and certain sodas. The Group's activity in this end market
remained mixed in 2022 before becoming one of the Group's most resilient markets in 2023.

26

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

THE GROUP AND ITS OPERATIONSGlass packaging market

1

Jars and bottles for foodJars and bottles for food represented 17% of the Group’s consolidated revenue for the year ended 31 December 2023.
The food jar and bottle market consists of a very large number of niche markets, including traditional jams and yoghurt,
baby food, certain types of sauces and jarred food, and even soluble products that vary depending on the eating habits ofeach country. Overall, glass occupies relatively stable positions compared with other materials. The growth of this market isprimarily driven by that of household consumption. The intrinsic, technical qualities of glass – particularly the possibilities forsterilisation and high-temperature cooking, as well as the innovation potential it offers – allow for a diverse range of foodproducts to be packaged in glass compared with products packaged in other materials.
In the food packaging market, substitution mainly occurs in jars and bottles for condiments, sauces and dairy products,
where consumers are more indifferent to the use of PET. However, the favourable positioning of glass for small containers,
the unsuitability of plastic for certain techniques in the food industry (such as sterilisation and high-temperature cooking),
and the development of niche markets where the use of glass is associated with the perceived qualities of the product orwhen it is the preferred medium for innovation (such as packaging for spreads), allow glass to maintain, and even increase,its market share. In featured or premium segments, glass is often used as a substitute for other types of packaging.
Consolidation of the customer base in this market is moderate.
The Group’s operations in the food jars and bottles segment, which were particularly buoyant in 2020 before falling back in
2021, took a positive turn in 2022 and went on to show good resilience in 2023. Nevertheless, the Group believes that its
operations in this segment continue to benefit from a trend that is favourable to glass compared to other forms of
packaging.

1.1.2. Overview of the geographic markets
In terms of revenue, the Group is the third largest producer in the world and the leading producer in Europe of glass
packaging. In addition, in terms of volumes sold, it is the second largest producer in Latin America.
The Group conducts its operations in the following geographic markets, which make up its three operating segments: (i)Southern and Western Europe, consisting of the production sites located in France, Italy, Spain and Portugal, which
represented 65% of the Group’s consolidated revenue for the year ended 31 December 2023; (ii) Northern and Eastern
Europe, consisting of the production sites located in Germany, Russia, Ukraine, Poland and now the UK, which represented
25% of the Group’s consolidated revenue for the year ended 31 December 2023; and (iii) Latin America, consisting of the
production sites located in Brazil, Argentina and Chile, which represented 10% of the Group’s consolidated revenue for theyear ended 31 December 2023.
Due to the local nature of the markets, companies in this sector establish their production sites near food and beverage
production and packaging sites (such as in wine-making regions or near large breweries).
These geographic markets reflect the trends common to the entire glass packaging market described in Section 1.3.3
below, as well as their own specific trends.

1.1.2.1. Southern and Western Europe
Southern and Western Europe accounted for 65% of the Group’s consolidated revenue for the year ended 31 December 2023.
In terms of volumes sold, the Group is the largest producer of glass packaging in Southern and Western Europe.
In 2023, the main end markets in Southern and Western Europe in terms of bottled volumes were still- and sparkling-winebottles and containers for spirits.
In 2023, sales in this region will be up on the previous year, thanks to the year-on-year impact of the price increases effected
in 2022, and despite lower overall volumes than in 2022. In terms of demand, a decline has been observed in all the Group's
end markets, with beer being the sector most affected.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

27

1

THE GROUP AND ITS OPERATIONSGlass packaging market

1.1.2.2. Northern and Eastern Europe
Northern and Eastern Europe accounted for 25% of the Group’s consolidated revenue for the year ended 31 December 2023.
In terms of volumes sold, the Group is the second largest producer of glass packaging in Northern and Eastern Europe.
Jars and bottles for food products was the largest end market in Northern and Eastern Europe in 2023. The share of spirits has
also increased significantly with the full-year consolidation of Verallia UK, which the Group acquired in November 2022 andfor which spirits represent the main market.
In 2023, volumes are set to rise, thanks to the consolidation of Verallia UK and the resumption of business in Ukraine (reopening of the second furnace at the Zorya plant).

1.1.2.3. Latin America
Latin America accounted for 10% of the Group’s consolidated revenue for the year ended 31 December 2023.
In terms of volumes sold, the Group is the second largest producer of glass packaging in Latin America.
Bottled beer is now the largest end market in Latin America, notably in Brazil. This end market is currently enjoying sustained
growth that is set to intensify, driven in particular by craft and premium beers, as well as the development of single-use
bottles in Brazil.
Bottles for still wines are the second largest end market in Latin America, particularly in Argentina and Chile. Volumes
were impacted in 2023 by the loss of certain export volumes with our Chilean customers, as well as by the delicate
political and economic context in Argentina (presidential election year, extremely high inflation and sharp devaluation of
the Argentine Peso).

28

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

1

1.2. The Group’s strategy and competitive
advantages
1.2.1. The Group’s strengths and competitive advantages
1.2.1.1. Glass packaging, a market supported by favourable global trends
and benefiting from attractive dynamics in the Group’s end markets
Global trends favouring the use of glass
The glass packaging market is driven by favourable trends, mainly fuelled by the growing use of glass by consumers.
According to a study conducted for the FEVE in 2020 by the Friends of Glass organisation, more than half of European
consumers indicated that they increased their consumption of glass packaging in the last three years (2016–19) and 91% ofthem recommended glass as the best packaging material to their family or friends (11% more than in 2016).
Glass is the preferred choice for upmarket products because of its inherent premium image, particularly for spirits (nearly
6
100% penetration in 2021) and wine (around 90% penetration in 2021), products for which the Group has a strong presence.
Glass is also used to package beer, but to a lesser extent (70% penetration in 2021 for the “beer and cider” category).

A European market that has been significantly consolidated and benefits from a dynamic offer andfavourable demand
The European glass packaging market has undergone significant consolidation in the last 20 years. The top five market
7
players, including the Group, accounted for almost 70% of market shares in Europe in 2021 .
Furthermore, the Group believes that the overall production capacity utilisation rate in the glass packaging market fell backduring financial year 2023, particularly in the second half of the year when demand slowed. In Southern and Western
8
Europe , and in Northern and Eastern Europe, the Group nevertheless believes that the production capacity remains
structurally in line with domestic demand for glass packaging, even if this balance was momentarily challenged in thesecond half of 2023.

A market characterised by strong technical, logistical and capital constraints
Glass packaging production operations require a command of complex technologies and know-how, as well as theinvestment of significant amounts of capital.
The Group’s operations require proficiency in industrial processes with a strong technical component, in order to guarantee
the safety, quality and durability of products for consumers, as well as the use of qualified labour and a first-classprocurement policy. Furthermore, geographical proximity to customers is a key factor in glass production operations, due tothe significant impact of transportation costs, the need to be responsive in terms of services, and the determination of boththe Group and its customers to reduce the carbon footprint of their activities.
In order to maintain a high level of technical expertise, the Group uses a qualified and experienced labour force (furnace
operators, a highly technical profession, have on average 20 years of experience) and has put in place significant
employee training plans, such as talent development programmes, online training and the creation of glass manufacturing
schools. The Group also relies on the density of its industrial facility network, the local establishment of its production sites andits first-class logistics processes to maintain geographic proximity with its customers.

6
7
8

The penetration rates presented correspond to the portion represented by glass (in terms of volumes), over a scope of 23 European
country members of FEVE in 2020; source: Vivid Economics 2020 “Food & beverage container glass market statistics 2020” study.
Based on revenue generated in 2021 by market players in the EU 28 countries and in Switzerland, Ukraine, Turkey and Russia, as extracted
from publicly available information (annual reports and press releases in particular).
Excluding Poland

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

29

1

THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

Glass production operations also require the investment of significant amounts of capital. In particular, the cost of building
an entire plant with a single furnace (and its associated facilities, such as mixing equipment, a distribution channel, feeders,blowing machines, annealing lehrs and inspection and palletisation equipment) represents more than €100 million for one
site with an annual production capacity of around 100,000 tonnes, according to Group estimates. Furthermore, thecommissioning of a new production site takes a relatively long time, with a typical two-year period between the start ofconstruction and the start of production. Lastly, plants have to be operated around the clock and at high capacity toensure the profitability of invested capital, requiring the precise planning of production capacities.
In addition, profitability is linked to achieving significant minimum production volumes, given the large fixed cost base andhigh level of initial investment inherent in the glass production sector. Achieving these minimum production volumes requires
having an established customer base and a strong local presence.
The Group believes that these characteristics of the glass production sector give it a significant competitive advantage,
due to its size, the density and strong local presence of its industrial facilities, combined with its cutting-edge technicalexpertise derived from its extensive experience in this industry.

Positioning at the heart of a circular economy
The Group’s activities are part of a circular economy approach in which glass – which can be recycled an infinite numberof times, without alteration regardless of how many times it is recycled – fits in naturally, where recycled bottles and jars
become new packaging once again. In this context, cullet (used glass from selective sorting) is a key link in the circular
chain (see Chapter 2 of this Universal Registration Document).

1.2.1.2. A differentiated positioning with a strong value proposal
for the Group’s customers
A solid competitive positioning in the global glass packaging market’s main geographic areas
9

The Group is the world’s third largest producer and Europe’s leading producer of glass packaging for food and beverages
in terms of revenue for 2023. The Group considers itself in particular to be a co-leader in the European market for still wines
and sparkling wines and spirits – a market that is mainly driven by exports. The Group also enjoys strong positioning in allother markets (beers, soft drinks and food products).
Additionally, in terms of volumes sold, the Group is the second largest producer in Latin America (10% of the Group’s
consolidated revenue for the year ended 31 December 2023). In this region, it leads the still and sparkling wine market,
historically the largest market in Argentina and Chile, where it is mainly driven by exports. The Brazilian beer bottle market isboth significant and fast-growing, fuelled by the increase in demand for beer and by a shift towards the use of single-use
bottles.
10

A mix of attractive end markets

The Group serves a large, diversified range of end markets, broken down into bottles for still wine (31% of the Group’s
revenue for the year ended 31 December 2023), bottles for sparkling wine (12% of the Group’s revenue for the year ended
31 December 2023), containers for spirits (16% of the Group’s revenue for the year ended 31 December 2023), bottles forbeer (12% of the Group’s revenue for the year ended 31 December 2023), jars and bottles for the food market (17% of theGroup’s revenue for the year ended 31 December 2023) and bottles for soft drinks (11% of the Group’s revenue for the year
ended 31 December 2023).
The Group considers itself to be the world co-leader (in terms of revenue) in the still wine and sparkling wine markets, andenjoys a significant presence in the spirits market. These markets offer numerous competitive advantages due to the low
concentration of customers and the structural trend for premium products; they accounted for 59% of the Group’s revenue
in the year ended 31 December 2023. This presence has been reinforced with the acquisition, in November 2022, of Verallia
UK, the United Kingdom's leader on the premium segment, and mainly present in spirits.

9
10

On the basis of the revenue earned in 2021 by market players in Europe (as defined by these players), as extracted from publicly
available information (annual reports and press releases in particular) and on the basis of Company estimates.
Based on revenue earned exclusively from the sale of jars and bottles, which represented 98% of the Group’s consolidated revenue forthe financial year ended 31 December 2023. The consolidated financial statements are presented in millions of euros, with amounts
rounded up or down to the nearest million. Rounding differences may therefore appear between different financial statements.

30

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

1

The markets for still wines and sparkling wines are characterised by a fragmented customer base, composed of a large
number of local and regional wine producers, thus reducing the Group’s dependency on a single customer or a small
number of significant customers. On the other hand, the beer market is much more concentrated, in particular in the UnitedStates, where the Group is not present. Sales of beer bottles, representing a significant portion of the revenue generated bycertain major players in the glass packaging market, accounted for only 12% of the Group’s revenue for the year ended 31
December 2023.

Strong presence on premium products
A significant portion of the Group’s revenue (59% for the year ended 31 December 2023) comes from the sale of bottles forstill wines, bottles for sparkling wines and containers for spirits.
The Group has a particularly strong presence in countries that produce premium wines and spirits, such as France, Italy,
Spain and Portugal.
The Group has developed strong exposure to premium products: firstly by relying on its dense industrial network, whichallows it to forge long-term relationships with locally established champagne and cognac producers; and secondly byoffering a diverse range of products, including its Selective Line trademark, which allows it to provide customised packaging
solutions for premium products in particular. The Group’s customer base includes leading premium trademarks. The Grouphas expanded its portfolio of premium customers, particularly in whisky and gin, and increased its exposure to this segmentwith the acquisition, in November 2022, of Verallia UK, the United Kingdom's leader on the premium segment, with a very
high exposure to the upmarket spirits segment.
Premium products are characterised in particular by lower sensitivity to price fluctuations compared to other more
standardised products. This is because the customisation and high quality of these products are strong factors in thepurchasing decisions of this customer segment, for whom the cost of glass packaging, even for premium products, remains
marginal compared to the total cost and sales margin of the final product.

A large range of products and flexible production facilities to address a significant and diversified
customer base
Packaging is a major component of the marketing strategy of the Group’s food and beverage producing customers, which
it supports throughout the glass packaging creation process.
To meet the needs of its customers, the Group designs and manufactures a large range of products covering the entire
spectrum of the food and beverage glass packaging end market, with the ability to propose each product in a range ofcolours, shapes, sizes and styles.
The Group also stands out for its proven capacity to improve its standard products, allowing for even more customisation. In
2022, 95% of the revenue earned by the Group in Southern and Western Europe and in Northern and Eastern Europe(excluding Ukraine, Russia and the UK) was generated by the sale of 51% of the items in its product range. The sale of theremaining 49% of items represented 5% of revenue for the same period. The margin earned on the sale of the 49% of items
representing 5% of revenue is, on average, around 10 percentage points higher than the margin earned on the sale of 51%
11of the remaining items .
In order to offer differentiated products, the Group mainly relies on its decoration operations, run by its Saga Décor andSociété Charentaise de Décor subsidiaries in France, and Verallia Polska in Poland. These subsidiaries specialise in bottle
finishing, utilising glass decoration techniques such as satin-finishing, lacquering, screen-printing, decal transfers and hotmarking. Verallia UK, which has been part of the Group since November 2022, also has a decoration business, largely usedin the premium spirits segment on which Verallia UK is focused.
On the strength of the Group's innovative capabilities and technical expertise, it has repeatedly won prestigious design
awards. In 2022, the "Flute Gothic" bottle won the Packaging Oscar in Paris and the Formes de Luxe Prize at the Luxepack
trade fair in Monaco. Verallia UK also won the 2023 « Design of the Year - Container » award with the « Isle of Barra
Distilleries » team and agency D8. The Barra Gin bottle was custom designed by artist Jemma Lewis and also focuses onsustainability. Produced by Verallia France, this bottle was selected thanks to its astute balance of innovation and ecoresponsibility – an eco-design that perfectly epitomises the rural luxury image sought by our customer Domaines Paul Mas.

11

Effect calculated on European producer countries, excluding Russia, Ukraine and the United Kingdom. With Verallia UK's decorated andpremium products, the effect is further enhanced.

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

In 2020, the Group also won the Emballages Magazine’s Packaging Oscar for the Manon rosé bottle (designed for Ravoire
et Fils in France), the international ARCA 2020 drink packaging design award in Spain for the bottle designed for Font Major(Grupo Damm), and the Good Design Award for the Prosecco Zonin 1861 bottle. In 2019, the Group won the A’DesignAward and the Italian Packaging Institute’s Packaging Oscar (Quality Design category) for the Estathé glass bottle (used for
Ferrero’s iced tea, which is one of the Group’s flagship products in Italy).
In order to best respond to the marketing expectations and economic needs of its customers, as well as to the growing
trend in the glass packaging market towards upmarket products and customisation, the Group also offers a range of highvalue-added services.
The Group thus offers a joint development service, in which it designs unique models (specialty products) with its customers
at 12 product development centres located in each country where the Group operates. Thanks to their technical knowhow, the teams at these centres rework the customer’s projects to ensure the industrial feasibility of the bottle or jar.
Furthermore, in order to respond to the growing demand for upmarket glass bottles from its most demanding internationalcustomers in still and sparkling wines, spirits, beers and mineral water, the Group has developed the Selective Line, whichbecame a registered trademark in 2008 and offers an upmarket catalogue of models.
In order to address the desire of some of its customers to offer products that are attractive to the consumer while
guaranteeing reduced environmental impact over their entire life cycle, the Group offers a range of eco-designed
products, ECOVA.
More recently, the Group launched a series of digital applications for its customers in order to support them in the context ofjoint development operations (see Section 1.3.2.2 “Services” - “Digital applications” of this Universal Registration Document).
Lastly, each year, the Group organises design competitions in several countries. Known as the “Verallia Design Awards”,
these competitions bring together hundreds of participants from the best design and packaging schools, invited to propose
projects for bottles and jars, thus paving the way for future developments in glass packaging and making it possible to offer
customers a portfolio of innovative designs that are ready to be developed (see Section 1.3.2.2 “Services - Joint
development” of this Universal Registration Document).
Furthermore, the Group applies significant industrial resources to offer its customers products that meet the highest market
standards for quality. In this way, the Group endeavours to constantly improve the quality of its products through cuttingedge quality control systems, a comprehensive employee training programme and a very rigorous control of production
processes. The Group’s historic presence in the glass packaging market and the quality and reliability of its products
underpin its status as a glass packaging producer with recognised expertise.
The Group’s strong historic presence in the glass packaging market has also enabled it to forge strong, long-term
12
relationships with more than 10,000 customers , including both locally based small companies (such as regional wine
producers or local breweries) and leading multinationals (such as Pernod Ricard, LVMH, Heineken, Andros and Nestlé). In
order to develop long-term relationships and retain the loyalty of its customers, the Group relies on its strong local presence,and on the strength of its sales and marketing teams comprising more than 340 people.
The Group’s customer base is not very concentrated, with its top ten customers representing less than 18% of consolidated
revenue, and the Group’s most significant customer representing approximately 5% of consolidated revenue for the year
ended 31 December 2023. The concentration of customers varies depending on the markets concerned.
The customer base for still and sparkling wine bottles – the Group’s largest end market in terms of revenue (43% of the13Group’s revenue for the year ended 31 December 2023 ) – is highly fragmented and locally based. In order to forge longterm relationships with wine producers, the Group relies on its strong local presence in wine-growing regions and its capacity
to offer products and services that are tailored to the needs of its customers.

12
13

Customers who placed at least one order during the 2021-2023 period.
Based on revenue generated exclusively by the sale of jars and bottles, which represented 98% of the Group’s consolidated revenue forthe financial year ended 31 December 2023. The consolidated financial statements are presented in millions of euros, with amounts
rounded up or down to the nearest million. Rounding differences may therefore appear between different financial statements.

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1

The customer base for beer bottles, bottles for soft drinks and containers for spirits (respectively 12%, 11% and 16% of theGroup’s revenue for each of these market segments for the year ended 31 December 2023) is concentrated andrepresented mainly by a limited number of leading global players, although a number of local players exist in the spirits
14
market. The concentration of customers for jars and bottles for the food market (17% of the Group’s revenue for the year
ended 31 December 2023) is moderate, with a number of local players existing alongside a limited number of leading
global players.

1.2.1.3. Operational excellence initiatives to support increased profitability
The implementation of a performance action plan (PAP) to support robust financial performance
The Group makes significant efforts to achieve a high level of operational excellence, relying in particular on cutting-edge
industrial facilities and solid procurement organisation in each geographic area and country. The Group also benefits fromthe support of an integrated network of industrial experts, capable of assisting the Group’s management and operational
teams in all of its investments and projects.
The Group’s industrial policy is based in particular on regular audits of production sites and the constant upgrading andadaptation of its industrial facilities, in order to meet the needs of the Group’s customers and changing regulations in eachof the countries where it operates.
The Group also continuously implements measures to improve the operational efficiency of its production sites. As part of its
industrial strategy, the Group has implemented an operational excellence program over the past few years. This has beensignificantly enhanced since the beginning of the 2018 financial year with the roll-out of the Verallia Industrial Management(VIM) 2.0 initiative, focused on safety, quality, industrial performance and reducing manufacturing costs, thanks in particular
to a performance action plan (PAP) and the management of team skills.
By way of example, under this plan, more than 900 projects managed by 300 managers at the production site level are
15
continuously being deployed by the Group, with the goal of systematically reducing cash production costs by 2% per
year. This objective was reaffirmed during the Group’s Capital Markets Day on 7 October 2021. The Group applies costs
optimisation measures inspired by World Class Manufacturing to all its production sites, based mainly on cost
16
17
deployment , and has developed more generally an in-depth industrial methodology based on root cause analysis
with its employees and within its sites, in order to optimise its costs while improving the quality of its products. The Groupalso implements measures to optimise inventory management and improve the flexibility of its production lines, with theintroduction of new scheduling processes and tools (weekly production plans and monthly industrial and commercial
plans). Furthermore, the Group continuously improves its logistics processes to ensure on-time delivery to its customers.
Lastly, the Group conducts in-depth comparative analyses on its production sites in order to align its industrial processes
with best practices.
The PAP implemented by the Group has led to an increase in its production capacities and improved the effectiveness of its
production sites while improving product quality, all for a relatively limited level of investment. This had a positive impact on
18
the Group’s net income over the 2017–2022 period. As such, the Group has increased its production capacities over thelast three years while improving the yield of its production sites, and has significantly reduced the rate of customer claims.

14

Based on revenue earned exclusively from the sale of jars and bottles, which represented 98% of the Group’s consolidated revenue forthe financial year ended 31 December 2023. The consolidated financial statements are presented in millions of euros, with amounts
rounded up or down to the nearest million. Rounding differences may therefore appear between different financial statements.
15
Production costs excluding commercial, general and administrative costs, transport costs, depreciation and amortisation and provisions
for claims.
16
World Class Manufacturing is based on 10 pillars, one of the most fundamental of which is cost deployment, which consists in associatinga cost with the various problems identified and taking precise measures to reduce them.
17
This method involves addressing the causes of a problem, rather than treating its immediate symptoms.
18
Measured by the ratio of saleable glass tonnage to pulled glass tonnage. One tonne of packed glass corresponds to one tonne of pulled
glass measured straight out of the furnace and taking into account production losses linked in particular to shutdowns of the furnace orother equipment for maintenance or quality issues.

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

19

In 2023, the Group continued to implement these initiatives and reduced its cash production costs , with an impact, net ofindustrial gaps, of €52.5 million on the Group’s adjusted EBITDA in 2023, i.e. 2.1% of its cash production costs.
In addition to improving the Group’s industrial and financial performance, the roll-out of the Group’s operational excellence
goal is also reflected through its sustainable development policy (see Chapter 2 of this Universal Registration Document).

Investments that have supported the development of a dense and flexible industrial base and top-notchtechnical expertise
The Group develops, produces and sells a large range of products, designed to address the specific needs of the local
markets in which it operates. The performance of the Group’s production sites and their ability to adapt to different markets
are essential in light of the high investment costs required by glass packaging production. To achieve this objective, theGroup has developed an operational model known as “Glo-Cal”, based on the combination of the strength of its
international network – illustrated by an industrial presence in 12 countries, with 34 glass production sites comprising, as at 31
December 2023, 63 operational furnaces, 5 decoration plants, 5 technical centres, 12 product development centres and 19
cullet treatment centres (6 of which are part of a joint venture) – and the close relationship maintained with its customers bymore than 10,000 employees, including sales and marketing teams with more than 340 employees.
By developing a flexible and standardised industrial base, the Group can effectively optimise its production and logistics
costs and temporarily transfer production from one site to another, within the same geographic area, if ever furnaces orother equipment need to be repaired, or in the event of a one-off increase in demand at the local level.
In order to maintain leading industrial facilities, the Group makes significant investments, based on strict commitment
20
criteria. Thus, during the year ended 31 December 2023, the Group's capital expenditure totalled €418.0 million.
Most of the Group’s capital expenditure is made up of so-called recurring investments, the main ones being furnace
rebuilding and heavy maintenance operations on IS machines. The Group’s recurring investments amounted to €234.4
million for the year ended 31 December 2023. The Group’s investment strategy in recent years has been more particularly
focused on standardising and streamlining its industrial facilities, as well as on research and development programmes
mainly aimed at spurring the innovation of the production process and reducing the environmental impact (reduction ofcarbon dioxide emissions in particular) of the Group’s operations.
The Group regularly repairs or rebuilds its furnaces in order to maintain efficient and fully operational industrial facilities, thus
maximising the use of its production capacities. A complete reconstruction of a furnace is generally necessary after a
production period of twelve years, at a cost of around €10 to €20 million.
Repairing and rebuilding furnaces can also be an opportunity for the Group to make changes in its equipment, in order toimprove productivity.
Apart from these recurring investments, the Group also made a number of strategic investments, which include, since 1
January 2021, the majority of those made in the context of its CO2 emissions reduction plan. At the presentation of its CSR
roadmap in January 2021, these investments were estimated at approximately €200 million and classified as strategic
investments.
The Group's strategic investments amounted to €183.6 million for the year ended December 31, 2023, corresponding mainly
to capital expenditure associated with capacity increases (Campo Bom in Brazil and Pescia in Italy) and decarbonisation,in particular that linked to the opening, in 2024, of the Group's first electric furnace in Cognac.
For a more detailed presentation of the Group’s investments, see Section 5.3 “Capital expenditure” of this Universal
Registration Document.

19
20

Production costs excluding commercial, general and administrative costs, transport costs, depreciation and amortisation and provisions
for claims.
The Group's capital expenditure (Capex) represents acquisitions of property, plant and equipment and intangible assets necessary to(i) maintain the value of an asset and/or adapt to market demands and to environmental, health and safety requirements (together,“Recurring Capex”), or (ii) increase the Group’s capacities. The acquisition of securities is excluded from this category.

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1

1.2.1.4. An attractive and resilient financial profile generating continuous growthof the Group’s profitability and cash flow
The Group has demonstrated its capacity to grow its business consistently, while significantly improving its margins andprofitability.
The 2016–2023 period was marked by a significant improvement in the Group’s financial performance. This performance,
which was particularly pronounced from 2017 onwards, has been driven by: (i) the growth in sales volumes (where 2023 is an
exception); (ii) a pricing policy that allowed it to absorb the increase in production costs and generate, from 2018 onwards,
21
a positive spread on its sales; (iii) the significant improvement in the Group’s operational efficiency, chiefly as a result of theimplementation of the PAP as part of the roll-out of the Verallia Industrial Management (VIM) 2.0 initiative. This improvement,
which was particularly strong in 2018 and 2019, continued to a lesser degree in 2020 before picking up again in 2021 andgaining traction in 2022, thanks to the gradual improvement of the health context then, in 2023, the ongoing improvementof the Group's profitability.

Trend in 2019–2023 consolidated revenue and sales volumes(in millions euros and kt)

3,904
3,351
2,586

2,536

2,674

5,867

5,841

5,879

5,735

2019

2020
Revenue

21

5,568
2021

2022

2023

Sales volumes

The spread corresponds to the difference between (i) the increase in selling prices and the mix applied by the Group after passing any
increase in production costs onto these selling prices, and (ii) the increase in production costs. The spread is positive when the increase insales prices applied by the Group is greater than the increase in its production costs. Higher production costs are recognised by theGroup at constant production volumes and before any industrial variance or impact resulting from the Performance Action Plan (PAP).

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

The Group’s adjusted EBITDA also recorded steady growth, with a CAGR of 15.9% over the 2019–2023 period, representing
22
an improvement of 459 basis points in the adjusted EBITDA margin .

Trend in 2019–2023 adjusted EBITDA (in EUR million)

1,108
866
678

626

615

28.4%
23.8%
2019

24.7%
2020

25.4%

25.8%

2021

2022

Adjusted EBITDA

2023

As a % of sales
23

Trend in adjusted EBITDA for the last 12 months over the 2019–2023 period (in EUR million)

990

615

624

601

612

626

626

672

679

678

709

759

805

1,099 1,126 1,108866

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q42019 2020 2020 2020 2020 2021 2021 2021 2021 2022 2022 2022 2022 2023 2023 2023 2023
In addition, the Group’s level of capital expenditure, combined with financial and operational discipline focused on project
profitability and a reduction in working capital requirements (see Section 5.3 of this Universal Registration Document), has
24enabled it to generate strong cash flows and significantly increase its cash flows and cash conversion over the 2019–2023
period. This cash flow generation has enabled the Group to record a continuous reduction in its net financial debt and its
net financial debt/adjusted EBITDA ratio.

22
23
24

The adjusted EBITDA margin corresponds to the amount of adjusted EBITDA relative to revenue.
Including the positive impact of IFRS 16 on adjusted EBITDA as of 1 January 2019.
Cash conversion is defined as the ratio between cash flows and adjusted EBITDA: cash flows correspond to adjusted EBITDA minus capex.
A reconciliation of adjusted EBITDA and cash conversion to the Group’s accounting aggregates is presented in Section 5.2.2 of this
Universal Registration Document.

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

1

Cash flows and cash conversion (in EUR million and as a % of adjusted EBITDA)

689.9
498.6
318.5

421.8

375.2

362.7

62.3%

62.2%
58.6%

59.0%

2018

2019

60.0%
57.6%

2020

2021

Cash flow

2022

2023

Cash conversion
25

Ratio of net external financial debt to adjusted EBITDA (in EUR million)

4.0x
1,709
3.0x

1,591
1,279

1,268

1,406

1,364

3.1x
2.6x

2.0x
2.0x

1.9x
1.6x

1.2x

1.0x
2018

2019

Net financial debt

2020

2021

2022

2023

Net financial debt/Adjusted EBITDA

The Group’s steady cash flow generation has permitted an active capital allocation strategy. The Group therefore intends
to use its disposable cash as follows: (i) repayment of its financial debt; (ii) strategic projects such as the construction of new
production sites (greenfield projects), new furnaces for its existing sites (brownfield projects), projects related to its
CO2 emissions reduction plan or value-creating external growth transactions, such as the recent acquisition of Verallia UK;
and (iii) operations to return surplus cash to shareholders, particularly through the payment of dividends as well as sharebuybacks, including the latest €50m program for the period December 2022 to November 2023.

25

Net financial debt contracted with third parties.

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

1.2.1.5. An experienced management team with solid industrial experience
The Group's development is led by a management team organised around Patrice Lucas, Chief Executive Officer of theCompany since May 2022, and Michel Giannuzzi, Chairman and Chief Executive Officer up until May 2022 and now
Chairman of the Board of Directors following this Board's decision to separate the roles of Chairman and Chief Executive
Officer (see chapter 3.2 of this Universal Registration Document).
Patrice Lucas benefits from 30 years of experience in the automotive sector, having held various managerial positions in the
Valeo, PSA and, more recently, Stellantis groups, both in France and internationally (Europe and Latin America in particular).
Before joining Verallia, Patrice Lucas was Deputy Chief Engineering Officer of the Stellantis group, having been PSA's
Executive Vice President and member of the Executive Committee in charge of the Plan, Programmes and Strategy, before
taking the helm of the Latin America region.
Michel Giannuzzi also benefits from a solid industrial background gained from his previous position as Chairman of theManagement Board of Tarkett from 2007 to 2017, where he successfully completed its IPO on the regulated market ofEuronext Paris in 2013. He was previously in charge of various profit centres in the automotive market with parts makers
Valeo and Michelin, in both France and abroad.
Many of the members of the Group’s management team also have extensive backgrounds in the glass packaging andautomotive production sector.
The Group has a decentralised organisation, ideal for ensuring quick response times and close relationships with its
customers. The CEOs of each of the geographic areas are independent and free to implement the Group’s strategy as theysee fit. Furthermore, a large number of the Group’s key operations, such as marketing, sales and production, are carried out
and managed locally, under the functional supervision of the Group’s central divisions. The Group’s international customer
base is monitored by experienced country managers who work closely with the local Sales and Marketing Directors of thecustomer’s other countries.

1.2.2. The Group’s strategy
The Group strives to be the preferred glass packaging supplier to the food and beverage manufacturing sector, building on
its leading industrial performance and strong financial performance, while developing the diversity and talent of its teams
and actively contributing to preserving environmental and community development.
To back this ambition, the Group has built its strategy on the four main pillars below, which it reasserted and clarified at its
Capital Markets Day on 7 October 2021, presenting its new roadmap:

1.2.2.1.

Pursue disciplined growthThis development pillar is built around three key principles: improve customer experience to develop the Group’s operation;
generate a positive inflation spread; and proactively seek value-creating acquisitions or new greenfield/brownfield organic
growth projects.
Accordingly, the Group intends to continue growing its operations while improving its customer satisfaction rate, in order toenhance customer loyalty and generate recurring income, and continue to improve the efficiency of its logistics processes.
Improving logistics, reliability and delivery lead times is a major objective for the Group, which has invested significantly inplanning and product portfolio management tools. In addition, the Group seeks to better identify the needs of its customers
that have not yet been addressed; in this respect, the Group’s ambition is to develop its continuous customer experience
improvement programme, using the NPS (Net Promoter Score, indicating customer recommendation intentions) as amonitoring tool, which is currently being selectively rolled out within the Group.
The Group also intends to continue its disciplined pricing policy in order to offset the impact of growing production costs, inparticular the cost of energy, and thus maintain its margins – a particularly acute issue in the current inflationary context. The
Group additionally aims to implement a pricing policy based on the added value of its products and reflecting thespecificities of its different customer segments. The Group has also set a target of increasing the margin generated on its
products by relying on software with an AI-based price optimisation model, and will continue to optimise its productportfolio.

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1

To generate additional revenue growth, the Group plans to pursue its value-creating acquisitions strategy. In this regard, theacquisition of Verallia UK in the United Kingdom was a founding step at the end of 2022. In addition, the Group will soon be
opening two new furnaces in Italy (Pescia) and Brazil (Campo Bom), and has launched technical studies for the opening of
two additional furnaces in Spain and Italy, although construction will not begin until demand picks up again.
Furthermore, on 28 February 2024, Verallia has entered into an agreement to acquire Vidrala's glass business in Italy. Thistransaction reflects Verallia’s willingness to further invest in a strategic and growing market and reinforce its glass container
offering for the food and beverage industry in Italy for the benefit of all its customers. With this acquisition, Verallia would
expand its capabilities in the Italian market, where the Group would operate 7 production sites. Consideration for thetransaction amounts to €230 million in enterprise value and will be financed by external debt.
The completion of the transaction is subject to the approval of the Italian Competition Authority under the Italian merger
control law and of the Italian Government under foreign investment rules as well as the customary conditions precedent.
The Group aims to complete the acquisition between the second and third quarters of 2024.

1.2.2.2.

Increase operational excellenceThis development pillar is built around three main principles: reach “zero accidents” at the workplace with a special focus
on dangerous behaviours; pursue the implementation of performance action plans in all the Group’s countries to achieve a
reduction of more than 2% in cash production costs; and roll out the Verallia Industrial Management (VIM 2.0) system.
First of all, the Group intends to speed up the Verallia Industrial Management (VIM) 2.0 initiative, by focusing moreparticularly on the elimination of unsafe practices in order to reach “zero accidents” and improving working conditions inorder to position the Group’s work environment as one of the safest in the sector. As part of VIM 2.0, the Group intends tofurther improve its industrial performance based on root cause analysis in order to increase the number of issues solved andby getting more managers and all employees involved. Lastly, the Group will continue to implement measures to improvethe daily management of its production sites, standardising management processes at the plant level and implementing
26
Shop Floor Management routines .
In addition, the Group is continuing its efforts to further the quality of its products, improving the ratio of products that arecompliant on the first attempt (through increased responsiveness of production teams in the decision-making process).
Furthermore, the Group intends to continue improving the overall equipment effectiveness (OEE) of its sites, by minimising
capacity bottlenecks and optimising potentially under-utilised furnaces, and increasing the output of its IS machines in orderto improve its yields.
The Group will also continue to rigorously implement targeted action plans as part of its industrial performance action plan
(PAP), notably by intensifying its comparative analysis efforts for its 34 glass production sites and by systematically
implementing a cost deployment method across all of its production sites, with the goal of systematically reducing cash
27
production costs by 2% a year. To this end, more than 900 projects involving approximately 300 managers are continually
being rolled out and monthly reviews have been implemented to ensure that goals are achieved.
Furthermore, the Group continues to implement its projects initiated at the end of 2018 aimed at bettering the performanceof its logistics chain, in particular to improve the rate of on-time delivery to customers, and intends to strengthen its measures
to reduce storage and transport costs.
The Group also continues to rigorously manage its working capital, having eliminated excess inventory prior to 2020, and is
now focused on maintaining a level of inventory consistent with an optimal level of service to its customers, while keeping
the value of finished goods, moulds and spare parts inventories under control.

1.2.2.3. Invest wisely for a sustainable futureThis development pillar is built around three key principles: improving work conditions; reducing CO2 emissions and energy
consumption; and intensifying the control of manufacturing processes by relying on data analytics and artificial intelligence.
The Group intends to optimise the allocation of its capital expenditure, by pursuing a disciplined investment policy aimed atmaintaining total annual investments (recurring and strategic) at around 10% of consolidated revenue (excluding
capitalisation of the right to use an asset as required by the application of IFRS 16), in order to maintain the operational
excellence of its production facilities and a solid return on invested capital.
26

Lean management method specific to production workshops, that involves the development of overall workshop management,
including with respect to inventory, equipment, operations, manufacturing and treatment, and based on direct cooperation between
employees and managers in order to resolve issues directly on-site and continuously improve the production process.
27
Production costs excluding commercial, general and administrative costs, transport costs, depreciation and amortisation and provisions
for claims.

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THE GROUP AND ITS OPERATIONSThe Group’s strategy and competitive advantages

The Group continues its research and development programmes focused on innovation in industrial processes and on its
sustainable development strategy. The Group thus intends to build on its strong industrial expertise and innovation capacity
in order to reduce carbon dioxide emissions and energy consumption (see the Extra-Financial Performance Statement
appended in chapter 2 to this Universal Registration Document).
The Group also intends to rely on the development of Industry 4.0, and in particular on data analytics and artificial
intelligence. As part of its research and development activities, the Group is considering an IA-based software that will beultimately applied to the entire production process and will specifically enable the optimisation of furnace combustion
settings at the glass melting stage, the optimisation of IS machine settings when transitioning to the “hot end” sector, andthe improvement of control processes, including through improved use of information supplied by the control machines that
detect defects. In September 2020, the Group won the Trophée Intelligence Artificielle et Entreprise awarded by the RH&M
Group, intended to highlight the transformative role of artificial intelligence in organisations.

1.2.2.4. Develop a strong entrepreneurial culture
This development pillar is built around five key principles: anchoring a strong entrepreneurial culture; consolidating theGroup’s purpose and values; increasing sense of responsibility, speed and agility; improving learning capacities andstrengthening talents; and promoting diversity.
The glass production sector requires permanent commitment and advanced technical skills. That is why the Group’s humanresources are essential for its development and the pursuit of profitable growth. The Group considers the safety of its
employees as a key priority, and is committed to supporting them in their professional development in order to develop astrong entrepreneurial culture.
To back this ambition, the Group intends to further strengthen the application of its values within the Group, including (i)customer care, (ii) respect for individuals, laws and the environment, (iii) empowerment and accountability and (iv)
teamwork.
The Group also strives to encourage its teams to assume responsibility, take quick action and be responsive, notably byhelping production site managers to become genuine business leaders, and by developing communication within theteams through cross-functional workshops, established to reflect specific goals and based on advanced comparative
analyses.
The Group also wishes to continue its training efforts, relying in particular on sharing the know-how of its most experienced
technicians, in order to improve the learning capacity of its teams and train them more specifically in project management.
Lastly, the Group may use external talent in order to further enhance its know-how and the diversity of its teams, and has set
ambitious goals in terms of gender equality. Indeed, Verallia aims to increase the number of women managers to 35% by2025.
A dynamic employee share ownership policy is a strategic focus to share the Group’s profitable growth, by involving all
employees in the Company’s development. In this respect, as a result of the Group's 8 operations launched between 2016
and 2023, more than 4,000 employees have become shareholders of the Company through FCPE Verallia (see Section
7.2.5.2.3 “Employee savings plans, similar plans and employee share ownership” in this Universal Registration Document)
and, as such, hold 3.8% of Verallia’s share capital. Employees were able to acquire 6% of Verallia capital. In addition, those
who so wished were able to sell available shares after the 5-year holding period or as part of early releases under the termsof the Group Savings Plan. Following this year's sales, the level of capital held by employees stabilised at 3.8%. In addition,
the Group should launch a share capital increase in the next few months for employees who are members of a Group
corporate savings plan. The Company thus plans to actively continue its employee share-ownership development policy,
with the goal of increasing the equity stake of the Group’s employees in its share capital by around 5% by 2025.

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1.3. The Group’s main operations
28

The Group is the third largest producer in the world and the leading European producer (based on revenue) of glass
29
packaging for food and beverages. In terms of volumes sold, it is the second largest producer in Latin America . The Group30
offers innovative, customised and environmentally friendly solutions to more than 10,000 customers worldwide.
In the financial year ended 31 December 2023, the Group produced approximately 16 billion glass bottles and jars (proforma of the acquisition of Allied Glass) to meet the needs of a diversified customer base in the still wines, sparkling wines,
spirits, food, beers and soft drinks markets and including both locally based small-sized companies, such as regional wine
producers or local breweries, and leading multinationals, such as Pernod Ricard, LVMH, Heineken, Andros and Nestlé.
31

Breakdown of revenue

by end market (year ended 31 December 2023)

17%
31%

Still wine
Sparkling wine
Spirits
Beer
Non-alcoholic beverages
Food

11%

12%
12%
16%

Still wines and spirits
Packaging is a major component of the marketing strategy of the Group’s food and beverage producing customers, which
it supports throughout the glass packaging creation process.
To meet the needs of its customers, the Group designs and manufactures a broad range of standard products tailored toboth local and international markets. The Group stands out from its competition both by the scope of its offering, which
encompasses a large variety of shades, finishing and containers, and through its capacity to upgrade its standard products
for enhanced customisation.
In addition to its glass packaging production operations, the Group also offers its customers a range of extended services
tailored to their marketing and economic needs.

28

On the basis of the revenue earned in 2022 by market players in Europe (as defined by these players), as extracted from publicly
available information (annual reports and press releases in particular) and on the basis of Company estimates.
29
Based on volumes sold in 2022 in Argentina, Brazil and Chile.
30
Customers who placed at least one order during the 2021-2023 period.
31
Based on revenue earned exclusively from the sale of jars and bottles, which represented 98% of the Group’s consolidated revenue forthe financial year ended 31 December 2023. The consolidated financial statements are presented in millions of euros, with amounts
rounded up or down to the nearest million. Rounding differences may therefore appear between different financial statements.

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Lastly, the Group’s desire to propose diversified, customised and high-end products has led to the creation of a global
upmarket trademark known as the Selective Line with a dedicated marketing team. This line is designed to address thegrowing demand for upmarket glass bottles from Verallia’s most demanding international customers in still and sparklingwines, spirits, beers and mineral water.
The Group’s “Glo-Cal” business model is built on the strength of its international network – illustrated by an industrial
presence in 12 countries, with 34 glass production sites comprising, as at 31 December 2023, 63 operational furnaces, 19
cullet treatment centres (6 of which are part of a joint venture), 5 decoration plants, 5 technical centres and 12 productdevelopment centres – combined with the close relationship maintained with its customers by more than 10,000 employees,
including sales and marketing teams comprising more than 340 employees.
On the one hand, the Group’s strong global presence enables it to meet the needs of its international customers, such asleading multinational companies, by implementing a global commercial approach, while ensuring that all countries inwhich it operates can benefit from its innovation capacities and leading technical expertise. Furthermore, the Group’s
international organisation allows it to establish the best industrial and commercial practices at Group level, which it thenstrives to share consistently across its different sites, and also provides the means to develop a global purchasing policy andobtain the best conditions for its procurement operations.
On the other hand, the local establishment of the Group’s production sites, based on a decentralised organisation relying
on local entities with a broad capacity for action, allows it to benefit from commercial and industrial flexibility, enabling it toadapt to the needs of its customers according to local specificities. Furthermore, in order to establish long-term relationships
with its customers, the Group relies on strong sales and marketing teams of more than 340 employees, based locally, and isable to propose co-development offerings to its customers, while implementing flexible production facilities adapted totheir needs. Moreover, the Group tailors its offering to the specific features of each regional or local market by proposing alarge portfolio of differentiated products according to the geographic area or country. Lastly, this densely woven
geographic presence means the Group can offer its customers premium-quality service while reducing delivery deadlines,
transport costs, customs duties, working capital requirements and CO2 emissions.

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The Group’s production facilities and sales presence

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The Group’s operations are organised into three segments:lSouthern and Western Europe, comprising production sites located in France, Italy, Spain and Portugal. Southern andWestern Europe accounted for 65% of consolidated revenue and 65% of the Group’s adjusted EBITDA for the year ended
31 December 2023. The Group’s operations in Southern and Western Europe mainly involve bottles for still and sparklingwines and containers for spirits, which are export-driven market segments;lNorthern and Eastern Europe, comprising production sites located in Germany, the United Kingdom, Poland, Ukraine andRussia. Northern and Eastern Europe accounted for 25% of consolidated revenue and 22% of the Group’s adjusted
EBITDA for the year ended 31 December 2023. The Group’s operations in Northern and Eastern Europe mainly involve
bottles for beer, particularly in Germany, and food jars and bottles, mostly for local markets. Since the acquisition of
Verallia UK, operations in Northern and Eastern Europe have also been extended to the premium glass packaging
market in spirits;lLatin America, comprising production sites located in Brazil, Argentina and Chile. Latin America accounted for 10% ofconsolidated revenue and 13% of the Group’s adjusted EBITDA for the year ended 31 December 2023. The Group’s
operations in Latin America mainly involve bottles for still wines, an export-driven market segment, as well as bottles forbeer in Brazil.

The Group’s exposure to the end markets thus differs by geographical area. It adapts its offer to the local and regional
specificities of the various markets in order to best meet its customers’ needs. Its flexible industrial facilities, adapted tothese specificities, also allow production to be temporarily transferred from one site to another in the event of repairs tofurnaces or other equipment, or the occasional spike in local demand.

Breakdown of revenue
across the three operating segments(year ended 31 December 2023)

Breakdown of adjusted EBITDA
among the three operating segments(financial year ended 31 December 2023)

Latin America
10%Latin America
13%

Northern andEastern Europe
25%
Southern andWestern Europe
65%

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1.3.1. Key factors impacting results
The main factors with an impact on the Group’s operations are (i) changes in supply and demand for glass packaging; (ii)changes in raw materials and energy prices; (iii) changes in production costs and improved operational efficiency; (iv)
optimal use of production capacity; and (v) investments.

1.3.1.1. Changes in the supply of and demand for glass packaging
The Group’s results are mainly impacted by the volumes of products sold and their sale prices. These vary according tochanges in the supply of and demand for glass packaging, which are themselves dependent on various factors.
The demand for glass packaging is affected by factors such as changes in consumer trends, which in turn are driven bychanging lifestyles and food preferences, legislative and sociological developments, and public health and safety
considerations. In recent years, the demand for glass packaging has been driven by favourable structural market trends.
These include the growing demand for European wines and spirits in Asia and the United States, economic growth and its
positive impact on consumption in general in Latin American countries, and the growing trend for replacing plastic withglass, largely due to the brand image of glass and the associated health and environmental benefits (see Section 1.1 of this
Universal Registration Document). These trends have had a positive impact on the Group’s revenue over the year.
Demand for glass packaging may also change due to the seasonal nature of some of the Group’s products, or to weather
and climate conditions.
In some cases, the glass packaging market may also experience a surge in demand for certain types of packaging, whichcannot be fully met by suppliers due to insufficient production capacity. In the event of a structural increase in demand, theGroup must create extra production capacity by expanding its production sites or commissioning new furnaces. These
generally take 18 to 24 months to build, during which time the imbalance between supply and demand may continue.
Severe tensions observed in 2021 on available capacities in most of the Group's markets, particularly in Southern andWestern Europe and in Latin America due to high demand, continued in 2022. In order to address changes in demand, theGroup commissioned two new furnaces in 2021, one on the Azuqueca (Spain) site and the other on the Villa Poma (Italy)site. For the 2022-2024 period, three new furnace deployments have been announced, two of which in Brazil (on the
Jacutinga and Campo Bom sites), and one in Italy on the Pescia site. At the end of 2022, the Jacutinga 2 furnace was
successfully started. The Campo Bom 2 and Pescia 2 furnaces are now scheduled to start operation in 2024; these two new
furnaces will use the oxy-combustion technology, which serves to reduce CO2 emissions by 18% compared with a
traditional furnace. The Group also strives to maintain flexible, efficient production facilities, which allow it to rapidly adjust its
production capacity whenever there is a change in demand.
Generally, the increase in demand for glass packaging, in particular when the demand exceeds supply, tends to promote
the Group’s operations and its capacity to pass on possible increases in costs to its customers through price increases.
Conversely, a reduction in demand and/or an oversupply of glass packaging – particularly in the event of excessive new
production capacity in a regional market, particularly by the Group’s competitors – could force the Group to lower its
prices in order to maintain production volumes or cause it to stockpile unsold products, which could have a negative
impact on its results.
However, the Group’s flexible and standardised industrial facilities mean that if there is a surge in demand, it cantemporarily transfer production between plants in the same region or, in the event of a drop in demand, temporarily shut
down lines.

1.3.1.2. Changes in raw material and energy prices
The Group’s manufacturing operations use large amounts of raw materials for the production of glass. These raw materials
include glass sand, limestone, natural and synthetic soda ash, and cullet (recycled glass), in variable proportions dependingon the type of product that is being manufactured. The expenses associated with the purchase of raw materials are entirely
variable. Raw material purchases accounted for 22% of the Group’s cost of sales for the year ended 31 December 2023.

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The purchase price of raw materials depends on market conditions, the location of the raw materials and the type of
associated transport, relations with suppliers, purchasing volumes and purchasing terms negotiated with suppliers. The
purchase price may vary significantly both over time and depending on the region concerned.
For example, the price of cullet, a raw material that accounted for approximately half of raw material purchases for theyear ended 31 December 2023, varies widely from one region to the next, mainly because of regulatory and financial
disparities concerning the collection and recycling of used glass, as well as the distance of cullet supply centres fromproduction sites. As at 31 December 2023, the Group had no raw materials hedging instruments in place. To mitigate theimpact of differences in the prices of raw materials, the Group seeks, wherever possible and by relying on its Purchasing
Department, to negotiate the best price structure with its suppliers in view of expected changes in raw material costs (seeSection 4.1.1.3 "Risks related to changes in the price and shortages of raw materials and cullet” of this Universal Registration
Document). The Group also endeavours to pass on the increase in raw material costs to its selling prices, whether directly or
indirectly. It does this in particular through price revision clauses included in some of its multi-year contracts with key
customers or, in the majority of cases, through commercial negotiations with customers placing orders or renewing annual
contracts.
The Group’s manufacturing operations are also energy-intensive, particularly in natural gas, electricity and fuel oil, since thefurnaces used for glass production must operate continuously at very high temperatures.
The purchase price of energy depends on market prices. Expenses relating to energy costs are partly fixed, because of theneed to keep furnaces at a certain temperature so as not to damage them. The purchase price for energy also varies
significantly both over time and depending on the region concerned, mainly due to regulatory differences and market
structures between countries. In Germany and Italy, for example, energy costs are subsidised annually by the government,
mainly in the form of lower energy taxes in those countries (see Section 1.5.3 “Regulatory environment” of this Universal
Registration Document). Lastly, the Group’s energy costs depend on the age of its furnaces (at comparable technology, an
old furnace will need more energy to operate at an adequate level). In this respect, the Group carries out specific actionsin its plants to reduce furnace consumption, such as improving seals and insulation, optimising the glass temperature andcombustion settings, and adjusting the volumes of combustion air. In addition, other circular economy-based initiatives
allow the energy consumed to be recovered by extracting the heat from furnaces and using it to heat buildings, as seen at
the different sites. Finally, the Group seeks to use all the cullet at its disposal to optimise production costs, especially energy
costs, since the lower melting point of cullet reduces energy consumption (on average, a 10 point increase in the use ofcullet leads to a 2.5% reduction in energy consumption).
Most of the Group’s sales contracts are entered into for one year and may be renewed with the agreement of both parties.
These contracts do not include price adjustment clauses allowing a percentage of the increase or decrease in energy costs
to be reflected automatically in selling prices. Passing on increases in the Group’s production costs is therefore negotiatedwith customers when placing orders or renewing annual contracts, on the basis of recent and expected changes in thesecosts. However, there may be a time lag and the price increases may only be passed on partially. A small share of theGroup’s sales are also generated in the scope of contracts containing price revision clauses (generally multi-year andentered into with the Group’s key customers). These take into account fluctuations in energy costs and inflation and provide
the Group with a contractual basis for the annual renegotiation of its selling prices. Lastly, the Group hedges some of therisks relating to energy costs if contractual adjustment mechanisms are not in place (see Section 4.1.1.2 “Risks related toenergy shortages and costs” of this Universal Registration Document). Note that the unprecedented inflation in energy costs
in 2022 as a result, among other things, of the conflict in Ukraine, led the Group to repeatedly renegotiate its selling prices in
Europe in order to be able to pass on this significant inflation.

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The Group was able to pass on changes in its production costs to its selling prices during the 2019 to 2023 financial years
32
thanks to its dynamic pricing policy, which enables it to generate a positive spread on its sales, yielding an improvement in
its profitability during the aforementioned period.
The positive spread generated since 2018 is mainly thanks to the introduction of a new pricing policy starting in 2018. Under
this policy, the Group negotiates higher selling prices with its customers when they place orders or renew annual contracts
at year-end, depending on production cost estimates. These estimates are based on prices negotiated with its suppliers forthe coming year, or on the parameters of any derivative instrument put in place (in case of energy purchases, for example),thus giving it visibility over the impact of production costs for that year and allowing it to pass this on to its selling prices asmuch as possible (see Sections 4.1.1.2 “Risks related to energy shortages and costs” and 4.1.1.3 “Risks related to changes in
the price and shortages of raw materials and cullet ” of this Universal Registration Document).
Lastly, as a manufacturer of glass packaging, the Group is subject to the provisions of the EU Emissions Trading Scheme
Directive (see Section 1.5.3 “Regulatory environment” of this Universal Registration Document).
Under Phase IV (2021-2030), as defined by the Emissions Trading Scheme Directive, emission projections were calculated
based on the detailed estimates made periodically by the Group’s industrial management. These estimates assess the useof the production facilities according to the markets and the improvements made to the production facilities. Under Phase
IV, the Group already anticipates that the number of free allowances allocated to it will be lower than under Phase III andthat, in any case, it will probably not be allocated enough to meet its allowance return obligations in respect of its carbon
dioxide emissions, which means it will have to continue purchasing large amounts of allowances on the market (see Section
4.1.3.1 “Risks related to environmental regulations” of this Universal Registration Document).
In order to secure the prices at which it will have to acquire allowances in 2023, the Group has made forward purchases ofcarbon dioxide allowances on the market.

1.3.1.3. Change in production costs and improved operational efficiency
The Group’s production costs include fixed costs and variable expenses, including: (1) raw material costs (22% of cost of
sales for the year ended 31 December 2023), which are entirely variable; (2) energy costs (27% of cost of sales for theyear ended 31 December 2023), partly fixed (due to the need to maintain furnaces at melting temperature) and partly
variable (linked to production itself); (3) costs of purchasing carbon dioxide emissions allowances, which are mainly
variable; (4) personnel expenses (19% of cost of sales for the year ended 31 December 2023), which are mainly fixed; (5)packaging materials (cardboard, pallets, plastic film) and freight costs (11% of cost of sales for the year ended 31
December 2023), which are mainly variable; and (6) plant depreciation and maintenance costs, which are mainly fixed.
The most significant costs for the Group are raw material costs, energy costs and personnel expenses. Personnel expenses
can vary considerably depending on the production region. This is particularly apparent between developed andemerging countries, where personnel expenses are lower, although the gap is closing. The cost of packaging materials,
which is mainly variable, primarily includes the cost of pallets, dividers and plastic film. The Group’s transport costs makeup a significant portion of the cost of sales. This prompts it to operate its glass packaging production activity regionally or
locally in order to be as close as possible to its customers’ production sites and thus reduce transport distances and theassociated costs. As a rule, it is difficult to adjust fixed costs, for example in response to a drop in demand, and even if anadjustment is possible, it might involve a time lag. The Group’s adjusted EBITDA margin therefore depends on the Group’s
ability to absorb fixed costs through its production volumes and to reduce the share of fixed costs in its overall cost of
production for a given production level.

32

The spread represents the difference between (i) the increase in selling prices and the mix applied by the Group after passing on any
increase in production costs and (ii) the increase in production costs. The spread is positive when the increase in selling prices applied by
the Group is greater than the increase in its production costs. The increase in production costs is recorded by the Group at constantproduction volumes and before industrial variance and the impact of the Performance Action Plan (PAP).

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The Group also continuously implements measures to improve the operational efficiency of its production sites. As part of its
industrial strategy, the Group has implemented an operational excellence programme for the past few years. In early 2018,
this was ramped up with the launch of the Verallia Industrial Management (VIM) 2.0 initiative, which focuses on safety,
quality, industrial performance, lower manufacturing costs – mainly through the implementation of the Performance Action
Plan (PAP) – and team management (see Section 1.2.2 of this Universal Registration Document).
Under this programme, more than 900 projects at the production site level were rolled out by the Group in 2023. The Groupalso applies cost optimisation measures inspired by World Class Manufacturing to all its production sites, based mainly on
33
34
cost deployment , and has developed more generally an in-depth industrial methodology based on root cause analysis
with its employees and within its sites, in order to optimise its costs while improving the quality of its products. The Group also
implements measures to optimise inventory management and improve the flexibility of its production lines, with theintroduction of weekly production plans and monthly industrial and commercial plans. In addition, the Group actively
pursues the roll-out of continuous improvement initiatives in its logistics processes in order to ensure on-time delivery to its
customers and reduce storage and transportation costs. Lastly, the Group conducts in-depth comparative analyses on its
production sites in order to align its industrial processes with best practices. This plan has reduced production costs in various
areas, such as raw materials, packaging, energy, wages and maintenance costs.
This performance action plan has increased production capacity and boosted the efficiency of the Group’s production
sites while improving product quality for a level of investment in line with the medium-term plan (see Section 5.3.2 of this
Universal Registration Document), positively impacting the Group’s results between 2019 and 2023.

1.3.1.4. Optimal use of production capacity
The Group’s results largely depend on optimal use of its production capacity, especially its furnaces, to maximise theperformance of its industrial facilities.
Factors affecting the optimal use of furnaces are scheduled or unscheduled furnace repairs, the number of changes inglass colour and optimisation of the packaging mix on all lines, so as to make maximum use of the furnace draft. In addition,in order to minimise the time taken to change the glass colour or type of packaging on its production line, the Groupdevelops production facilities offering the flexibility to quickly change the necessary tools.
Unscheduled furnace repairs or furnace incidents, such as the fire on the Mendoza site in Argentina in late 2021, may thus
affect the Group’s results, reduce the production capacity utilisation rate, lead to a lower absorption of fixed costs such as
wage costs, and increase other costs such as transport costs due to the additional imports required to make up for the
production shortfall.
To optimise production capacity utilisation, the Group makes targeted investments (see Section 5.3 “Capital expenditure”
of this Universal Registration Document) to ensure that its furnaces are operational and efficient (particularly in terms ofenergy consumption). It also seeks to adjust the size of its production facilities in line with expected changes in market
supply and demand. Accordingly, the Group temporarily adjusted its production capacities downwards in the second halfof 2023 to fall in line with the rapid decline in demand and prepare for 2024 under optimum conditions.

33

34

World Class Manufacturing is based on 10 pillars, one of the most fundamental of which is cost deployment, which consists in associating a
cost with the various problems identified and taking precise measures to reduce them.
This method involves addressing the causes of a problem, rather than treating its immediate symptoms.

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1.3.1.5. Seasonality
The Group’s revenue may be affected by the seasonal nature of the products sold to its customers. For example, demand
for glass packaging is typically higher in the first six months of the year, particularly in Europe. In practice, customers in thisgeographical region generally place their orders during this period in order to anticipate the increase in demand for theirproducts, such as beer and rosé wine, experienced in summer. Higher temperatures can therefore have a positive effect on
the Group’s operations, as an increase in demand for products sold by its customers will result in them buying more glass
packaging. Conversely, abnormally low temperatures during the summer may result in a drop in demand for certain
beverages contained in packaging sold by the Group, resulting in a reduction in orders from its customers.
In addition, changes in the Group’s working capital requirement during the year reflect the seasonality of its operations. The
high working capital requirement, particularly from April to August, is due to the build-up of inventories and the increase intrade receivables ahead of significant deliveries that take place during the summer, as mentioned earlier. The working
capital requirement gradually decreases in the second half of the year, generally reaching its lowest point in December.
During financial year 2023, the Group was able to rebuild its inventories, which had fallen very low since the Covid period,and bring them up to a satisfactory level by the end of the first half. The Group went on to adjust its production capacities inthe second half of the year to maintain inventories at a constant level despite the temporary drop in demand.

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1.3.2. Overview of the Group’s products and services
1.3.2.1. Bottles and jars
The Group proposes a diversified product offering including a range of both standard and specialised products that aredesigned in collaboration with the Group’s customers and tailored to their specific needs (joint-development).

Bottles for still wines
In response to market market demands, the Group offers a wide range of bottles in various shapes and sizes adapted to thedifferent regional markets, in order to address two powerful market trends: the growing appeal of premium products andthe development of rosé wine, for which differentiation is mainly based on the packaging used.
The Group proposes a broad range of shades that allows its customers to customise their products. In addition to the“green” bottles, generally considered as atraditional shadesshade, the Group has developed other shades tailoredcolours
adapted to its markets, such as the “tradiver” colour, a luxury dark greenshade with a filter that protects the organoleptic
properties of wine. More recently, the Group developed a new ebony shade in Chile, France and Spain: almost black andwith a high density, it protects the contents against the effects of light and gives products a touch of class and refinement,
ideal for meeting upmarket demands.
In addition to its wide range of coloursshades, the Groupalso offers a large selection of bottle sizes that differ according to
the market, including 18.5 cl (“aviation” sized), 37.5 cl, 50 cl and 75 cl, each with varying finishes. Following market trends,
the Group gives its customers the ability to provide consumers with packaging that keeps up to date with changes in
consumption and lifestyle. For example, the Group increasingly offers standard bottles equipped with screw-on tops to its
customers, particularly for exports, considering the growing demand from consumers worldwide for this type of finishing.

The elegant Bordelaise conical format shown here is used
for the Terrazas de los Andes wine by Chandon. This silky,
vibrant Cabernet Franc is made from grapes – undergoinga transition to organic farming – grown in the hills of the
Licán vineyard in Los Chacayes, in the Uco valley. Thanks
to the fresh mountain air, the red fruit flavours of thisMendoza red wine are enlivened by hints of mountainherbs.

Bottles for sparkling wines
The Group offers a wide range of standard products to bottle champagne, crémant, mousseux, cider and their foreign
equivalents such as Sekt (Germany), Spumante (Italy), Prosecco (Italy) and Cava (Spain).
The Group produces packaging in various sizes according to each market, ranging from very small bottles (18.7 cl) to large
capacity bottles such as the Magnum (1.5 litres), Jeroboam (3 litres), Methuselah (6 litres) and even the Nebuchadnezzar(15 litres). Most of the Group’s production, however, focuses on the 75 cl bottle which, in the majority of markets in which
the Group is present, is the standard size for these beverages.
Depending on models and markets, the Group offers a broad range of standard products in different shapes and shades,
allowing its customers to differentiate their products. In addition to its standard products, the Group offers specialised
packaging designed in cooperation with the customer, including the use of embossment and/or decorating techniques tobetter meet their marketing needs.

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Lastly, certain bottles for upmarket sparkling wines are developed by the Group as part of its “Selective Line” trademark(see Section 1.3.2.3 “Selective Line” of this Universal Registration Document).

Since 1898, Café de Paris has embodied French art devivre, perfectly reflecting the elegance of the Parisian
Belle Époque. The influence of this period is manifest in thebottle's refined design.
Graceful, slender and eco-designed, it is produced in Oiry
and Albi, using up to 85% recycled glass in the green
version. Thanks to its eco-design and reusability, the Caféde Paris bottle is not only a symbol of elegance, it is an
ecological option.
Verallia France won the Packaging Oscar for this bottle,
attesting to the excellence and innovation thatcharacterise this remarkable product.

Containers for spirits
In this market, the Group offers a wide range of standard products to its customers. However, the majority of sales are highvalue-added customised products, particularly in terms of specific shapes and engravings.
Container sizes vary according to the market (between 5 cl and 4.5 litres), giving customers access to a wide range of
products.
In addition to this diversified offer of different sized containers, the Group provides its customers, depending on the market,
with several choices of shades (such as green, extra-white, cinnamon or ebony) and a large number of original shapes,
drawing on its industrial expertise in light colouring, decoration and the creation of new shapes. This allows customers toadapt the image of their products.
A large volume of containers for upmarket spirits are developed by the Group under its Selective Line trademark (seeSection 1.3.2.3 “Selective Line” of this Universal Registration Document).

At the recent Glass Focus 2023 Awards ceremony, Verallia
UK scooped the prestigious "Design of the Year Container" award for its outstanding collaboration with thecreative team at the Isle of Barra and the agency D8. The
Barra Gin bottle, custom designed by hand-marbling artist
Jemma Lewis, wowed the judges with its originality andaesthetic quality. In addition, the Isle of Barra prioritisedsustainability by opting for a custom-designed glass bottle
made from 52% recycled glass and lightening the bottle
by 17%.

Beer bottles
The Group produces a standard range of beer bottles in different sizes and shades.
In order to better meet the expectations of its customers, the Group offers a wide choice of finishes and closure systems,
adapted to the different ways in which beer is consumed in different markets.

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Moreover, as with its other products and to complement its standard range of bottles, the Group shares its innovative andcreative skills with its customers via the joint-development of specific products, including highly personalised designs for theincreasingly popular micro-breweries all over the world.

Gaffel Wiess - the mild, naturally cloudy beer also appeals
to those who appreciate other types of beer in beer
gardens, restaurants, bars and pubs. Gaffel Wiess isavailable in Verallia's retro, weight-optimised 0.33-litre glass
bottle.
As well as using a reusable bottle, the sustainability aspect
is further backed thanks to fully recyclable labels.

Bottles for soft drinks
The Group proposes a large standard range of bottles for soft drinks, such as fruit cordials, fruit juices, lemonades, oils andmineral water.
It offers a range of colours, depending on the model and market, and several types of finishes, in order to meet the specificneeds of its customers.

Bonneval mineral water springs naturally from the heart of
the French Alps.
Bonneval has taken another step forward towards its
sustainable vision by producing a tailor-made glass bottle
for professionals in the hotel and catering industry.

For special occasions such as the holidays, anniversary editions and other events, the Group creates personalised ranges incollaboration with certain customers.
The Group also offers a standard range of glass packaging for oils, including round and square shapes in different sizes andcolours. Some of its products, in particular bottles for mineral water, are also designed under the Group’s Selective Line
trademark (see Section 1.3.2.3 “Selective Line” of this Universal Registration Document).

Jars and bottles for the food market
The Group offers a wide range of standard jars and bottles for food, tailored to each market.
This range is highly diversified, especially in terms of shape, capacity and closing systems.
The Group is mainly present in the following markets:lbaby food;ldairy products;lsolid food products;ljam, honey and spreads;lcondiments, sauces and vinegars; andlvegetables, meat, seafood and soup (“preserves”).

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For example, in order to support its customers in the snack market, which continues to grow every year, the Group offers a
range of heat-sealable jars, such as heat-sealable, sterilisable and pasteurisable glass jars or trays for ready meals, infant
nutrition or sauces, or heat-sealable glass jars with transparent lids for yoghurts, cream desserts and other solubles, whichwere previously sealed with aluminium lids.
In this sector in particular, the Group complies with strict regulations in terms of food safety. Verallia therefore ensures that allof its teams comply with strict quality standards, such as Hazard Analysis Critical Control Point (HACCP - see Section 1.5.3.1)
and/or ISO 22000. The Group also controls the quality of its products using visual, mechanical, video and light beamtechnology to check the capping, dimensions and glass thickness and appearance. Any container that does not comply
with the Group’s quality standards is automatically rejected and recycled.

1.3.2.2.

Services

In addition to its core glass packaging production operations, Verallia offers customers a range of high value-added
services tailored to their marketing and economic needs.

Co-development
In addition to its standard offer, the Group co-develops unique speciality models with its customers. The Group has at least
one product development centre in each country where it operates, with the expertise to ensure that a creative idea canbe transformed into an industrial reality. Thanks to their technical expertise, these 12 product development centres improveon customer proposals to ensure the industrial feasibility of the bottle or jar. Adjustments to the model are required toguarantee the best breakdown of the glass, its mechanical strength, its fitness for labelling, its stability on filling lines and the
optimisation of palletisation. These centres also design the drawings for the moulds that will be used to manufacture thebottle.
To successfully complete these glass projects, the development centres provide the Group’s customers with advanced tools
such as computer-aided design (CAD), 3D printers, physical-realistic computer-generated images and methods forcalculating mechanical strength by finite element. In this way, the Group thus allows its customers to participate
interactively, directly or remotely, in the development of their model, using 3D visualisation, computer generated images orscale models, while ensuring the product’s weight and mechanical performance are optimised.
Finally, each year and in several countries, the Group organises
the “Verallia Design Awards”, which bring together hundreds ofparticipants from the best design and packaging schools. They
are invited to propose bottle and jar designs, paving the way
for future developments in glass packaging and providing
customers with a portfolio of innovative, ready-to-develop
designs.
For the 14th edition of this competition in France, almost twothirds of the 672 students who took part were trained in theglass-making process, thanks to a major investment by ourplants. The work on glass is highly acclaimed by the students,
94% of whom asserted that they would recommend thecompetition after taking part. The competition has prompted
innovative designs, such as the Flute Gothic bottle chosen by
Domaines Paul Mas, which won a packaging Oscar and theFormes de Luxe prize.

Glass packaging decoration
The Group’s glass decoration operations are mainly carried out by its subsidiary Saga Décor and Société Charentaise deDécor, which are major players in glass bottle decoration in Southern and Western Europe, and through Verallia’s Polishsubsidiary Verallia Polska, which operates in the Northern and Eastern European spirits market and also with a decorating
plant within the Verallia UK perimeter.

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Saga Décor, Société Charentaise de Décor and Verallia Polska are specialised in bottle finishing. They use glass decoration
techniques such as satin-finishing, lacquering, screen-printing, decal transfer and hot marking. The Group continuously
improves its finishing techniques and production processes through its research and development operations, in order tomaintain its competitive advantage in the glass bottle and jar decoration sector. The Group adopts structural measures tominimise the impact of its decoration operations on the environment, for example by using lead-free enamels.

The ECOVA products range
The Group offers a range of eco-designed products, ECOVA, enabling the Group’s customers to design products that are
attractive to their consumers while guaranteeing a reduced environmental impact over the product’s entire lifetime,essentially through a significant reduction in weight: from raw materials, to the end consumer (including selective sorting of
packaging after use), and finally to recycling (see the Extra-Financial Performance Statement in chapter 2 to this Universal
Registration Document). The products in this range are aimed at the still and sparkling wine markets and the food market,
and are adapted in each country by the Group’s local sales and marketing teams to meet the needs of the local market.

Launched 15 years ago, the Ecova brand, which stands
for Ecology and Value, is more relevant than ever. All of
Verallia's business units continue to add lighter models totheir ECOVA ranges. Among all the new products, a
special mention goes to the new range of Ecova spirit
bottles from Verallia UK.
Comprising four elegant 500 g bottles, the range is suitablefor both start-up distilleries and large companies
expanding into new spirit drinks.

Mobile bottling
The Group has 15 mobile bottling units in France, run by its subsidiary Thierry Bergeon Embouteillage, allowing wines to bebottled on the wine estate. Although this activity is not significant in relation to the Group’s overall operations, it represents
part of its strategy of proximity and service, particularly for the Bordeaux wine industry, among others.

Daily support for its customers
The Group strives to stay close to its customers and thus offers an extensive range of services to support them in their daily
operations and in their development projects, such as digital apps, training programmes and studies on specific topics.

Digital apps
Virtual Glass
Initially developed in 2014 and proposed in 2019 in an enhanced version with hyper-realistic results, the “Virtual Glass” appseeks to allow the Group’s customers to reduce the development time needed for new products by visualising different
models of bottles and jars, labelled and capped, full or empty. The app continues to be updated, and 2022 saw the releaseof a new version.

Virtual tours
This app, used at trade shows, training courses and shop floor events, offers virtual tours of plants and cullet sorting centres. It
also shows a series of images representing the different stages in the glass production process and in household glass
sorting.

MyVerallia
This portal, rolled out in France, Spain, Germany, Italy, Brazil and Argentina, and also available on computers and tablets,
offers the Group’s customers access to catalogues where they can place and track their orders or use the Virtual Glassapplication. The Group’s customers also have access to Verallia’s news.

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Glass School
Each year, the Group proposes several training cycles to its customers to increase their knowledge of the production
process, to present the marketing trends and introduce them to the circular economy. In view of the Covid-19 global healthcrisis, this training has been provided electronically, particularly in Ukraine, in order to maintain the training link with theGroup's customers who chose this option.

Studies and Conferences
In France, the Group helps its wine-growing customers and traders better understand the challenges of the wine markets bycommissioning in-depth studies to analyse and understand consumer perceptions of the wine and spirits markets. The results
are shared at the “Vin & Sens” workshops. For example, in 2019 the Group presented two studies, one on the promotion of
responsible wine practices among distributors and consumers, and the other on the impact of neuroscience in packaging.
In Italy, the Group presented a study on Italian sparkling wines.
In 2020, the Group focused on the spirits market to better grasp the attitudes and expectations of the French in terms ofcraft spirits, and thus to help new players in the French craft spirits market to position themselves well with their target
audience.
An initial study, carried out on a representative sample of young French people (20-35 years old), highlighted thedevelopment potential of French whisky. The second study, performed in a laboratory setting using advanced
neuroscience methods, demonstrated favourable thoughts and emotions triggered by whisky contained in the Arsène
bottle – the new bottle with a rooster as a branding element, created this year by Verallia in partnership with micro-distillers.

1.3.2.3. Selective Line
Selective Line is Verallia's upmarket international trademark. With more than 300 standard references, the Selective Line
collection responds to the premiumisation of the markets for still and sparkling wines, spirits and beers, offering one of thelargest product catalogues on the market. Our customers can choose from the bottles available in our collection ordevelop custom bottles with the help of our design centres.

Selective Line relies on a dedicated marketing team at the Group level and on a network of local marketing teams andleading technical experts located in several glass production sites around the world, as well as two decoration units inFrance (Saga Décor and Société Charentaise de Décor), Verallia Polska in Poland and Verallia UK (see Section 1.3.2.2“Services” - “Glass packaging decoration” of this Universal Registration Document). Our ambition is to support our customers
in their premiumisation strategy to effectively enhance the perceived value of their products and brands. Selective Linepromotes the Group's brand image.

1.3.2.4.

Procurement and assembly of components and spare parts for industrial
equipment

The Group’s operations include the procurement, assembly, quality control and sale (mostly to Group companies but also
to third parties) of components and spare parts for industrial equipment used in the composition of glass packaging,through a site located in Pune, India, run by Accuramech. This activity represented a very limited share of the Group’s
operations for the year ended 31 December 2023.

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1.3.3. Operations by geographic area
1.3.3.1. The Group’s operations in Southern and Western Europe
For the year ended 31 December 2023, the Group’s operations in Southern and Western Europe generated revenue of
35€2,527 million (65% of the Group’s consolidated revenue) and adjusted EBITDA of €725 million (65% of the Group’s
consolidated adjusted EBITDA). The Group’s total capital expenditure in Southern and Western Europe for the year ended
31 December 2023 amounted to €226 million (8.9% of revenue in this segment).
As at 31 December 2023, the Group had 5,502 employees in Southern and Western Europe and operated 20 production
sites and 35 furnaces, as well as 14 cullet treatment centres (including four under joint venture) and 2 decoration plants. In
the year ended 31 December 2023, the volume of jars and bottles sold by the Group in Southern and Western Europe
totalled 3,431 kt.

Production facilities in Southern and Western Europe as at 31 December 2023

In Southern and Western Europe the Group is present in France, Spain, Portugal and Italy.
The Group’s operations in Southern and Western Europe are primarily focused on bottles for still and sparkling wines andcontainers for spirits, products with relatively high margins for which the Group is a market leader.
The Group offers a broad range of products to the Southern and Western European markets tailored to the local needs ofeach country. Bottles for still and sparkling wines account for a significant portion of the Group’s operations in France, Italy
and Spain.
The Group’s customer base in Southern and Western Europe in bottles for still wines is highly fragmented, mainly local andregional winegrowers, as well as leading wine merchants. Furthermore, the Group has a large number customers forsparkling wine bottles, including local or regional producers as well as a number of leading world-class players such as LVMH
and Pernod Ricard, with certain prestigious brands, such as Dom Perignon and Ruinart for champagne.
In the food, spirits and beer market, the Group serves both international customers and local customers.
Lastly, the Group provides glass packaging to customers specialised in empty bottle retailing, which represents a limited
portion of its revenue.

35

Excluding inter-segment revenue.

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1.3.3.2. The Group’s operations in Northern and Eastern Europe
For the year ended 31 December 2023, the Group’s operations in Northern and Eastern Europe generated revenue of €980
36
million (25% of the Group’s consolidated revenue) and adjusted EBITDA of €244 million (22% of the Group’s consolidated
adjusted EBITDA). The Group’s total capital expenditure in Northern and Eastern Europe for the year ended 31 December
2023 amounted to €95 million (9.7% of revenue in this segment).
As at 31 December 2023, the Group had 3,882 employees in Northern and Eastern Europe where it operated 9 production
sites, 21 furnaces, 3 cullet treatment centres (including two under joint venture) and 2 decoration plants. In the year ended
31 December 2023, the volume of jars and bottles sold by the Group in Northern and Eastern Europe totalled 1,443 kt.

Production facilities in Northern and Eastern Europe as at 31 December 2023

In Northern and Eastern Europe, the Group is present in Germany, the United Kingdom, Poland, Ukraine and Russia. Thisregion's largest geographical market in terms of revenue is Germany, where the Group operates through its subsidiary
Verallia Deutschland AG.
The most significant products in terms of revenue for the Group in Northern and Eastern Europe are bottles for beer,
especially in Germany, jars and bottles for the food market and bottles for premium spirits in the United Kingdom.
In the beer, food and spirits market, the Group serves both international customers and local customers.
The Group’s customers for still and sparkling wines, mainly in Germany, include local or regional wine producers and leading
merchants for still wines.

1.3.3.3. The Group’s operations in Latin America
37

For the year ended 31 December 2023, the Group’s operations in Latin America generated revenue of €397 million (10% of
the Group’s consolidated revenue) and adjusted EBITDA of €139 million (13% of the Group’s consolidated adjusted EBITDA).
The Group’s total capital expenditure in Latin America for the year ended 31 December 2023 amounted to €97 million(24.4% of revenue in this segment).

36
37

Excluding inter-segment revenue.
Excluding inter-segment revenue.

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As at 31 December 2023, the Group had 1,528 employees in Latin America and operated 5 production sites, 7 furnaces, 2
cullet treatment centres and 1 decoration plant. In the year ended 31 December 2023, the volume of jars and bottles soldby the Group in Latin America totalled 695 kt. Considering the topographical and geographic constraints in this area, and inorder to facilitate the logistics process, in particular the transportation of goods, the Group has optimised its industrial
location by setting up its production sites close to those of its customers, especially in wine-growing areas.

Production facilities in Latin America as at 31 December 2023

The Group has been present in Latin America since 1960s, when it began operations in Brazil through its subsidiary Verallia
Brazil. In Latin America, the Group is present in Brazil, Argentina and Chile. The largest geographical market for the Group interms of revenue is Brazil. In terms of volumes, the Group is the second largest producer on the glass packaging market in
Latin America, with a strong competitive positioning for bottles for still wines and bottles for sparkling wines.
The Group’s operations in Latin America are mainly oriented towards bottles for still wines, an export-driven market segment,
as well as bottles for beer, in Brazil. The Group prioritises a strong industrial presence in wine-growing areas and a positioning
tailored to local specific needs outside these areas, depending on the specific features of each country.
In the still wines, sparkling wines and food market, the Group serves both international customers and local customers.

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Research and innovation

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1.4. Research and innovation
1.4.1. Innovation
Innovation is an ongoing challenge for all the Group’s companies as part of its broader strategy to position its products atthe top end of the market and to sell products and services using efficient and environmentally friendly production facilities
with high added value.
Innovation within the Group takes place at three levels: product and service innovation, material innovation and process
innovation, which are all areas of research and development.
The Group’s innovation policy is based on:la multidisciplinary team of in-house researchers and engineers;

diverse resources for mathematical modelling of processes, an adapted design server, a laboratory for analysis andexpert appraisals, a melting laboratory and an on-site physical measurements team;l collaborations with external research laboratories.
l

The Group’s research and development expenses for the year ended 31 December 2023 amounted to €5.7 million.

1.4.1.1. Innovation in products and services
The Group has 12 product development centres operating as a network, covering all of the regions in which it operates,
based at the following sites: Albi (France), Chalon (France), Bad Wurzach (Germany), Dego (Italy), Gazzo Veronese (Italy),
Kavminsteklo (Russia), Azuqueca (Spain), Figueira da Foz (Portugal), Normanton (United Kingdom), Zorya (Ukraine), SãoPaulo (Brazil) and Mendoza (Argentina).
These teams come up with new designs at the request of their customers and/or marketing teams.
This work involves the transformation of innovative ideas into glass products that can be manufactured and marketed at acompetitive price. This work is frequently based on a joint development approach with the Group’s customers.
The Group is therefore able to offer its customers new product ranges on a fairly regular basis.
Selective Line is Verallia's top tier international trademark. With more than 300 standard references, the Selective Line
collection represents the premiumisation of the markets for still and sparkling wines, spirits and beers, offering one of thelargest product catalogues on the market. Our customers can choose from the bottles available in our collection ordevelop custom bottles with the help of our design centres. By analysing socio-economic trends, each year Selective Lineproposes, in its trend book, innovative shapes to enhance its customers' products.
The second major concern is designing products that are environmentally friendly.
In this regard, the ECOVA range proposes “eco-designed” bottles and jars which are lighter and therefore more energyefficient to produce than regular bottles, while retaining an elegant shape (see Section 1.3.2.2). With this range, the Groupseeks to offer more environmentally-friendly products while maintaining a high level of quality.
With regard to lightweight and eco-designed bottles, in 2023 Verallia launched the Bordelaise Air 300G, one of the lightest
Bordeaux bottles ever made, while preserving the shape that has defined the classic Bordelaise bottle for generations.
In addition, the range of standard products and the significant number of specialised products developed by the Groupare indicative of its capacity for flexibility and technical innovation.
Initially developed in 2014 and relaunched in 2022 in an enhanced version with hyper-realistic results, the “Virtual Glass” appseeks to allow the Group’s customers to reduce the development time needed for new products by visualising different
models of bottles and jars, labelled and capped, full or empty.
Furthermore, certain additional designs requiring specific technical innovations are developed at the customer’s request.

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Research and innovation

The Group also offers its customers new glass packaging possibilities through its pasteurisable and sterilisable heat-sealing
innovation: this new feature allows them both to redesign their product ranges and to consider a change of packaging
material to glass packaging.
Our customer focus is one of our values. Since 2019, Verallia has implemented a Net Promoter Score (NPS) programme tomeasure customer feedback at every step in their journey. Its purpose is to improve customer satisfaction. Throughautomated surveys, Verallia identifies weak points and defines improvement action plans to resolve them and increasecustomer satisfaction.

1.4.1.2. Innovation in materials
The Group works to develop the technical and economic performance and properties of glass as a packaging material forfood and beverages. It relies on experienced chemical engineers who specialise in the study and analysis of glass
composition.

1.4.1.3. Innovation in glass melting and forming processes
In addition to glass composition, the Group carries out research and development on strategic industrial processes such as
melting and forming.
Using modelling tools, the Group seeks to optimise its “hot” and “cold” processes.
Research and development related to forming are aimed in particular at improving the operation of certain forming
machines by optimising the heat exchanges that take place during forming operations; but also at reducing the lubricationof moulds, or else automating them, with the dual objective of protecting occupational health and the environment.
Research and development activities related to melting operations have the dual aim of improving furnace performanceby optimising the flame and reducing consumption, and reducing greenhouse gas emissions and pollutants.
To achieve the latter objective, one of the research areas is the massive electrification of furnaces, which requires acomplete rethink of how furnaces are designed and operated.
This is completed by the use of renewable energy, which not only reduces the plants’ carbon dioxide fossil fuel emissions,but also helps reduce the environmental impact in the geographic area in which they are located through waste recovery.
Lastly, work on replacing carbonaceous raw materials with alternative materials will enable us to move towards glass that iseven more carbon-free.

1.4.2. Trademarks, patents and licences
1.4.2.1. Patents
The Group has an industrial protection policy that protects its inventions and ideas using one of three possible solutions:lapplying for a patent, which presents advantages in terms of the legal protection afforded but exposes the Group tohigh costs, particularly when applying for international patent protection;lapplying for a “Soleau envelope”, which presents the advantages of low cost and a high level of confidentiality, butdoes not allow the Group to oppose the development of the same application by a rival; andlthe sale of the invention or transfer of rights of use by a partner, in the case of equipment not expected to be subject toabsolute exclusivity.

At the date of this Registration Document, the Group had approximately 41 patent families in effect or in process, most ofwhich were obtained or applied for in a number of countries, representing a total of over 325 patents.

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1.4.2.2. Trademarks
With the exception of the Verallia trademark, a central trademark for the Group’s communication, and its punt marks,
trademark protection does not represent a fundamental challenge for the Group because of the characteristics of theindustry in which it operates: an expertise-based industry with business-to-business products targeted at industrial customers.
Trademarks are registered and used in countries where the Group has production facilities and in which it sells its products.

1.4.2.3. Design
The Group’s policy for protecting intellectual property rights associated with the designs it uses depends on the type ofdesign used:lwhen the Group is the original creator of the design and believes that it is sufficiently original, an application can bemade to protect the design. This is the case, for example, for standard designs that can be offered to all customers anddeveloped by the Group for its own marketing needs;lwhen the Group is limited to using shapes designed by the customer, the intellectual property rights related to theseshapes are generally owned by the customer.

1.4.2.4. Domain names
The Group has a policy of registering and obtaining licences to use and manage the domain names needed to conduct its
operations. At the date of this Universal Registration Document, the Group owned or had a licence allowing it to use abroad portfolio of domain names, both active and inactive, enabling it to list its products and services and share its
communications with a wide audience.

1.4.3. Dependency factors
Information on the Group’s dependency factors is provided in Chapter 4 “Risk Factors and Risk Management” of this
Universal Registration Document.

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The industrial process

1.5. The industrial process
Simplified organisation chart of the Group as at 31 December 2023

The Group’s organisation is decentralised and divided into three separate operating segments: Southern and Western
Europe, Northern and Eastern Europe, and Latin America.
Certain functions, such as technology, industry, research and development, financing, purchasing and procurement,
human resources, legal, marketing and communication are also managed at the Group level.
Other functions, particularly those linked to customer relationships and production activities, are only managed locally. The
Group’s local CEOs are independent and free to implement their local strategy. In addition to the local CEOs, the Group
has sales and marketing teams in each of its operating segments. The local management teams work in close collaboration
with local managers, thus allowing the Group to develop products tailored to the specific needs of its customers.
Furthermore, thanks to the decentralisation of the Group’s industrial processes, it is able to optimise the use of its local
production capacities to quickly respond to the needs of its operations and optimise its production costs.

1.5.1. The manufacturing process
1.5.1.1. Purchases and supplies
The Group’s main purchases and supplies are as follows:lenergy (gas, fuel oil, electricity);l

raw materials (mainly, soda ash, glass sand and cullet);ltransport of finished goods (mainly by road);lpackaging (cardboard, plastic film, pallets, spacers);lindustrial equipment; andlmoulds.

The Group’s purchases and supplies are under the responsibility of the Group’s Purchasing Department, comprising a
Director who coordinates the Group’s entire purchasing function and assisted by buyers in charge of strategic families ofpurchasing, including purchases of investments. The Group’s purchasing department is more generally in charge of carryingout or coordinating the purchases of the most strategic products.

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The Group also has Purchasing Departments within its subsidiaries or in countries where the Group operates, which are
generally responsible for operational purchases (such as transport or packaging). Some purchases are pooled regionally
between different Group companies, generally under the responsibility of the Group’s Purchasing Department (in particularenergy and raw materials purchases, as well as investments).

Raw materials
Raw materials costs account for a significant portion of the Group’s production costs.
Glass for packaging is composed (by volume), excluding cullet, of glass sand (between 60% and 70%), soda ash (between
10% and 20%), limestone (between 15% and 20%) and other substances, such as colourants (between 0.5% and 5%). This
composition varies significantly depending on the colours. Cullet, either from waste from the glassmaking process or fromcullet treatment centres, accounted for just over half of the Group’s raw material purchases for the year ended 31
December 2023. Cullet is used to optimise production costs, particularly as it reduces energy consumption due to its lower
melting temperature (an increase in the use of cullet by 10 points reduces energy consumption by an average of 2.5%). The
use of cullet significantly varies depending on the type of glass produced, and its utilisation rate can reach 95% for certain
types of glass. The Group’s goal is to use all the cullet at its disposal in order to reduce its energy consumption and its
carbon dioxide emissions and thus improve the carbon footprint of the glass packaging that it produces. To this end, theGroup has developed a wide range of initiatives, such as improving the collection of domestic glass, improving the qualityof cullet during its treatment or increasing the use of cullet in glass production. Furthermore, to improve the cullet treatment
process and increase recycling, the Group has made long-term investments in its 19 cullet treatment centres: 2 in France,
operated through Everglass; 3 in Italy, 2 of which are operated through Ecoglass and one in partnership with Vetreco; 2 inGermany, operated through a joint venture known as Verre Recycling GmbH; and 7 in Spain, including a site operated inpartnership with Calcin Iberico and one with REVICA, allowing it to directly power its glass production sites located close by(see the Non-Financial Performance Statement appended in chapter 2 to this Universal Registration Document); 2 inPortugal, including 1 in joint venture; 1 in Russia and 2 in Latin America. In the case of furnaces that use cullet intensively,
partial repairs at a cost of around €5 to €10 million must be planned after six to eight years of operation.
Most of the Group’s soda ash and glass sand procurement contracts are signed for terms at least equal to one year. The
limestone market is a local market; consequently, the Group signs a contract for each production site, generally for one
year.
Although the Group inserts price adjustment clauses in its commercial contracts, which directly or indirectly reflect thechanges in raw materials costs, most of its commercial contracts (signed for a period of one year and which can be
renewed upon the agreement of parties) do not have such clauses.

EnergyThe Group’s main sources of energy are natural gas and, to a lesser extent, electricity and less and less fuel oil. As energy ismainly consumed during glass melting, each new furnace construction is an opportunity to improve the Group’s
performance in these areas. Throughout the service life of furnaces (from 10 to 12 years, sometimes 14 years), the Groupmakes improvements to them in order to reduce their consumption, particularly in terms of sealing and thermal insulation,
optimising the temperature of the glass, adjusting combustion settings and adjusting combustion air volumes. Furthermore,
to significantly reduce carbon dioxide emissions emitted when supplying power to its furnaces, the Group has decided toprioritise natural gas over fuel oil. Other initiatives modelled on the principles of the circular economy include using the heatrecovered from furnace walls or smoke as a heating source for the Group’s buildings or neighbouring towns. The Group has
also invested in Industry 4.0 by introducing artificial intelligence into its plants (see the Extra-Financial Performance
Statement appended in Annex II to this Universal Registration Document). Finally, as part of its policy to reduce CO2
emissions, the Group intends to significantly increase the share of renewable energy in its consumption, in particular throughincreased purchases of green energy but also through the use of installations (such as photovoltaic panels) enabling it toproduce its own green energy directly at certain Group sites.

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Most of the Group’s sales contracts are entered into for one year and may be renewed with the agreement of both parties,
and do not include price adjustment clauses allowing a percentage of the increase or decrease in energy costs to bereflected automatically in selling prices. The passing on of increases in the Group’s production costs is then negotiated withcustomers when orders are placed or at the annual renewal of contracts. Apart from purchases of energy at a fixed pricethat may be negotiated directly with suppliers by the Purchasing Department, the Group has set up transactions to hedge
part of the risks linked to energy costs in situations where contractual adjustment mechanisms could not be provided. Thisapplies to most of the sales contracts concluded by the Group (see Section 4.1.2.7 “Risks related to relations with certain
strategic suppliers and subcontractors” of this Universal Registration Document).

1.5.1.2. Production
The manufacture of glass packaging requires the mastery of technically complex industrial processes requiring the use ofheavy equipment. Hollow glass production essentially involves melting the various glass materials at extremely hightemperatures into a liquid glass mixture, which can then be shaped by means of forming techniques (blown-blown/pressedblown).
Thanks to its proficiency in these fundamental skills of the glass production cycle and efficient industrial facilities, the Group
was able to produce more than 16 billion bottles and jars in the year ended 31 December 2023.

The glass production cycle of bottles and jars
The glass production cycle includes three essential phases:

The melting of raw materials and cullet:
Once mixed, the raw materials and cullet are melted in furnaces at a temperature of approximately 1,550°C. The time
between the introduction of the composition and the removal of the molten glass from the furnace is approximately 24hours. The extremely high temperatures reached involve continuous production. Consequently, these furnaces operateround the clock, 24/7. In addition to safety issues, the extremely high temperatures are an environmental concern, giventhat the mass of molten glass releases large quantities of carbon dioxide and smoke. The carbon dioxide is evacuatedthrough chimneys fitted with filters.

Transfer to the “hot end sector”: forming and treatment of the glass:
The molten glass is then sent to the forming machine through distribution
channels at a temperature ranging between 1,100°C and 1,550°C. Forming
consists of shaping a compact mass of hollow glass through pressing (using a
metal plunger) then blowing (with blown air). The mass of glass enters theforming machine in the form of a drop, known as “gob”, the weight, shapeand temperature of which are precisely controlled. This gob is then blown in
two stages, first in a "blank mould", then in a "finishing mould", which gives the
product its final shape. This process only lasts a few seconds, at the end ofwhich the temperature of the bottles and jars reaches nearly 600°C. To
guarantee the strength of these glass containers, they are then “refired”,
through gradual reheating and cooling in “annealing lehrs” for 50 minutes totwo hours. The surfaces are also treated to protect the glass packaging
against scratches: first, the surfaces receive a hot treatment, which consists ofapplying a thin layer of tin oxide to the surface of the glass; afterwards, thesurfaces are sprayed with cold wax. The products used in the treatment aresafe for use on glass designed for use as food packaging

Finishing mould

Transfer to the “cold end sector”: inspection and packaging of the glass:
The Group uses various processes to inspect the quality of its products depending on the markets and products. These
include visual, mechanical, video or light beam inspections to check the capping, size and thickness of the glass and thedesign of the packaging. Any container that does not comply with the Group’s quality standards is removed from theproduction line and used as cullet. The products are packaged in pallets when they leave the manufacturing line64

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Production facilities and industrial processes for the manufacture of bottles and jars
The Group’s industrial facilities include 34 glass production sites mainly located close to packaging areas and its main
customers, equipped with 63 glass furnaces that operate continuously. The efficiency of the facilities is based on the optimaluse of equipment, meeting the highest standards in the markets in which it operates.
The strong performance of these production facilities and their ability to adapt to different markets is essential considering
the high investment costs for equipment used in the industry.
The efficiency of the equipment used is measured with respect to its productivity, flexibility and its capability in terms of
production requirements. Heavy machinery has been standardised, which gives the Group the freedom to shift the
production of a range of products from one production line to another and even from one site to another. On certain
production lines, known as “flex lines”, the use of versatile machinery means that between two and four different types of
items can be produced on the same production line. The Group takes advantage of the flexibility of its production facilities
to optimise its responsiveness and accordingly reduce the storage of finished goods. Standardising equipment by productfamily fosters the development of technical synergies (such as the transfer of best practices and know-how from one site toanother).
The efficiency of the Group’s industrial processes also lies in its capacity to maintain a high utilisation rate of its equipment, inparticular its furnaces. Factors affecting the utilisation rate of furnaces mainly include the number of changes to the colourof the glass and the optimisation of the packaging mix on all lines, in order to maximise utilisation of the furnace draught.
The possibility of producing a high number of bottles of the same colour at the same time and the flexibility of productionlines provide opportunities for the Group to obtain maximum advantage from the utilisation capacity of a furnace.
Furthermore, the Group strives to have powerful and effective furnaces, in terms of energy consumption and life span. The
Group’s industrial and commercial location can allow it to temporarily transfer production from one site to another in order
to meet a specific demand or limit the impact of certain industrial constraints, such as a furnace under repair. Finally, inorder to respond to changing demand, in 2021 the Group built a new furnace in Azuqueca, Spain, another in Villa Poma,
Italy, and another in Jacutinga (Brazil) in 2022 (see Section 5.3 “Capital expenditure” of this Universal Registration
Document). The Group also plans to open two new furnaces in 2024: in Brazil (Campo Bom) and Italy (Pescia).

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The Group’s quality, environment, health and safety certification policy
In all the territories where it operates, the Group sets standards in terms of quality, logistics, customer satisfaction
management and environmental performance.
The Group has long been committed to ensuring that all of its teams are involved in a quality approach, which specifically
includes the existence of common written procedures that can be shared, as well as the traceability of their modification if
necessary. As such, the Group performs different audits every year to ensure that quality and standards with respect to theenvironment, hygiene and safety are complied with.
The main standards and methods in force in the Group refer to the following standards:lISO 14001: This standard specifies the requirements for an environmental management system (EMS) to formulate a policy
and objectives that take into account legislative requirements and disclosures of significant environmental impacts;l

ISO 9001: This standard specifies the organisational requirements for a quality management system that consistently
delivers a product that complies with customer and applicable regulatory requirements and implements continuous
improvement processes;l

ISO 22000: This standard guarantees that food risk for consumers is taken into account during the entire production
process. In concrete terms, this standard specifies the requirements for a food safety management system (FSMS), which
is a coherent set of processes designed to enable the Company’s management to ensure the efficient and effective
application of its policy for controlling food safety hazards and the constant improvement of its objectives, in order toprovide safe products that will meet customer and regulatory requirements;l

HACCP (Hazard Analysis Critical Control Point): This system identifies, assesses and controls significant dangers withrespect to food safety. There is no “HACCP certification” properly speaking, because it is a process that is part of the ISO
22000 standard;l

OHSAS 18001 (Occupational Health and Safety Assessment Systems): This occupational health and safety management
system model aims to reduce risks in terms of health and safety in the work environment.

At the date of this Universal Registration Document, all of the Group’s glass production sites had obtained ISO 9001, ISO
14001 and ISO 45001 certification. Regarding Food Safety certification, our 34 glass production sites are certified at minimum
ISO 22000, 77% having the highest level of certification recognized by the GFSI*, FSSC22000 or BRC.

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1.5.2. Main industrial facilities and plants
Information about the main glass production industrial facilities and plants run by the Group as at 31 December 2023 isprovided in the table below.
Country

City / Region / State

Plant

FurnaceOccupancy status

FranceAlbi

Bottle production

2

Owner

Chalon-sur-Saône

Bottle production

3

Owner

CognacBottle production

2

Owner

Lagnieu

Jar production

2

Owner

Oiry

Bottle production

1

Owner

Saint-Romain

Bottle production

2

Owner

Vauxrot

Bottle production

1

Owner

Total France

Spain

7

13

Bottle and jar production

2

Owner

BurgosBottle production

2

Owner

Montblanc

Bottle production

1

Owner

Bottle and jar production

1

Owner

Zaragoza

Bottle production

2

Owner

Canaries Telde

Bottle production

1

Owner

6

9

Azuqueca

SevillaTotal Spain

Portugal

Figueira da Foz
Total Portugal

Italy

1

1

Owner

Dego

Bottle and jar production

3

Owner

Gazzo Veronese

Bottle and jar production

2

Owner

LonigoBottle production

2

Owner

PesciaBottle and jar production

1

Owner

Bottle production

2

Owner

6

11

Bad Wurzach

Bottle and jar production

3

Owner

Essen

Bottle and jar production

3

Owner

Neuburg

Bottle and jar production

2

Owner

Bottle production

2

Owner

WirgesTotal Germany

4

10

Leeds

Bottle production

2

Owner

Knottingley

Bottle production

2

Owner

2

4

Mineral'Nie Vody (KMS)

Bottle and jar production

2

Land: part owner and part holder of a perpetual rightof use; buildings: owner*

Kamyshin

Bottle and jar production

3

Owner

2

5

Bottle and jar production

2

Total United-Kingdom

RussiaOwner

Bottle production

CarcareTotal Italy

UnitedKingdom22Villa Poma

Germany

Bottle and jar production

Total Russia

Ukraine

Rivne

1

2

BrazilJacutinga

Bottle production

2

Owner

Campo Bom

Bottle production

1

Owner

Porto Ferreira

Bottle and jar production

1

Owner

Total Brazil

3

4

Mendoza

Bottle production

2

1

2

Total Ukraine

Argentina

Total Argentina

Chile

Rosario
Total Chile

Total Groupe—

Bottle production

1

1

1

34

63

Perpetual right to use the land and owner of thebuildings

Owner
Owner

—

* During the Soviet era, this right was equivalent to a right of ownership as regards use of the land. These rights of use are still recognised at the dateof this Universal Registration Document.

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In 2019, the Group closed and left the site of the Agua Branca plant, located in the São Paulo metropolitan area (Brazil).
In 2020, the Group decided not to rebuild one of the three furnaces at its French site in Cognac. In addition, in 2020 theGroup completed the construction of a new furnace in Azuqueca (Spain) and a new furnace in Villa Poma (Italy), whichwere commissioned in the first quarter of 2021 (initially scheduled for 2020, these deployments were postponed due to the
Covid-19 pandemic). At the end of 2022, the Jacutinga plant's second furnace went into operation. Thus, as at 31
December 2023, there were 63 furnaces in service.
The Group also operates five bottle decoration centres and 19 cullet treatment centres, six of which are in partnership
through the companies Ecoglass, Vetreco, Calcin Iberico, Verre Recycling GmbH, Revimon and REVICA.

1.5.3. Regulatory environment
1.5.3.1. Legislation and regulations in European Union Member States
1.5.3.1.1. Regulations for packaging products
Health regulations
The Group, as a manufacturer of packaging for food and beverages, is subject to European regulations aimed at
protecting consumer health.

Contact with food
EC Regulation No. 1935/2004 dated 27 October 2004 governing the materials and items that come into contact with liquidand solid foodstuffs is intended to ensure a high level of protection of human health and consumer interests.
This regulation covers materials and items destined to come into contact with food or which are already in contact withfood. This regulation is therefore particularly aimed at packaging and containers like those produced by the Group.
This regulation states that packaging must be sufficiently inert. Thus materials and items must be manufactured in line withgood manufacturing practices so that, under normal or foreseeable conditions of use, they are not transferred to food inquantities large enough to endanger human health, to bring about an unacceptable change in the composition of thefood, or cause a deterioration in its organoleptic properties. In terms of migration limits, glass in certain countries is subject tothe directive on ceramic articles, in particular Directive 84/500/EEC, which was modified by Directive 2005/31/EC, which sets
forth migration limits for lead and cadmium.
The commercialisation of packaging destined to come into contact with food that does not abide with these regulations is
prohibited.
For glass packaging producers, the traceability of labelled packaging is ensured when products are stored on pallets. This
makes the inspection of products and the removal of defective items easier.

Packaging hygiene
The Group is also subject to European regulations regarding packaging hygiene. EC Regulation No. 852/2004 dated 29 April
2004 stipulates general hygiene rules that apply to all food, and requires that packaging and container materials must not
be a source of chemical, bacterial or physical contamination of food.
The regulation also stresses that every food business operator along the food chain should ensure that food safety is notcompromised. This includes the storage of packaging and the process of packaging food.
To ensure that each of the Group’s companies complies with these requirements, a Hazard Analysis Critical Control Point(HACCP) methodology has been implemented, which includes documentation that identifies and evaluates significant
food risk factors. Some of these companies have voluntarily had their internal procedures certified to ISO 22000, FSSC 22000
or BRC standards covering food safety requirements. 34 production sites of the Group are certified.

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Environmental regulations
In its role as a producer of packaging, the Group is subject to regulations governing packaging and packaging waste
enacted with the aim of protecting the environment.
Directive 94/62/EC of 20 December 1994 on packaging and packaging waste (the “Packaging and Packaging Waste
Directive”), transposed in France in Articles R. 543-42 to R. 543-52 of the Environmental Code, and in all the European
countries in which the Group has industrial facilities, aims to harmonise national legislation governing packaging andpackaging waste in order to decrease their impact on the environment.
To do so, the Packaging and Packaging Waste Directive sets out guidelines for the prevention of packaging waste, itsreuse, recycling and recoverability. These requirements apply to the production and composition of the packaging as wellas its reusable or recoverable features.
The Group must notably keep the mass and volume of its packaging to the minimum possible within safety and hygiene
standards, while maintaining the needed functionality and respecting customers’ expectations in terms of quality. The
Group must also produce packaging in such a way that it can be reused or recovered, including recycled.
This recovery and recycling of packaging is carried out through glass packaging collection schemes that vary from one
country to another. The main collection and recycling schemes in force in the Member States of the European Union where
the Group has production facilities are described below.

FranceThe Packaging and Packaging Waste Directive, and its application orders codified in the Environmental Code, favour
recycling and packaging recoverability.
The schemes in place distinguish between household and non-household waste.
In cases where the end users are households, the scheme is the one that had been established, even before the Packaging
and Packaging Waste Directive, by Act No. 75-633 of 15 July 1975, as amended, on waste disposal and materials recovery
and its implementing decree No. 92-377 of 1 April 1992 (incorporated into the Environmental Code in Articles R. 543-53 etseq.). This law requires all producers that package their products (either directly or through a third party) for sale on thenational market to provide waste-disposal schemes to households for this packaging. The producer can delegate theprovision of this scheme to a company authorised by the public authorities in exchange for financial payment. In return, thethree authorised companies in France (Citeo, Adelphe and Leko) provide financial assistance to local authorities for the
implementation of selective household packaging waste collection.
The authorised companies coordinate between the companies marketing packaged products, the local authorities thatare in charge of establishing waste collection and treatment schemes, and the recycling professionals.
The Chambre Syndicale des Verreries Mécaniques de France (CSVMF), the French glass industry federation, undertakes totake charge of all the glass packaging waste collected by local authorities pursuant to a framework agreement with theauthorised companies. The CSVMF designates glass producers to recover the glass according to on their collection zones.
The glass makers execute the commitment made by the CSVMF by signing a recovery guarantee contract with local
authorities. They recover the glass packaging collected by the local authorities, transport it and transform it into cullet via
cullet treatment centres.
The collection and recycling scheme for non-household waste is outlined in Directive No. 94-609 of 13 July 1994 (included in
the Environmental Code under Articles R. 543-57 et seq.). Under this scheme, the Group has three options for recovering its
waste: recover the waste itself at an authorised facility; transfer the waste to an operator of an authorised facility; or transfer
the waste to an authorised third party.

Germany
Since 1 January 2019, the packaging law (Verpackungsgesetz) has replaced the regulations that entered into force in 1991
(Verpackungsverordnung). In particular, this law requires glass producers to participate in a German eco-organisation forthe collection and recycling of packaging waste. One of the largest collective recycling companies in Germany is DSD(Duales System Deutschland GmbH). Glass producers obtain cullet from these recycling companies.

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Spain
The new Royal Decree 1055/2022 on packaging and packaging waste has replaced the former Law 11/1997 in Spain. From2023 onwards, manufacturers will be subject to registration requirements. Producers must register their activity in the
packaging register, and register the packaging they place on the market. Extended producer responsibility no longer
applies only to household packaging, but also to commercial and industrial packaging.
In addition, the introduction of a deposit system for packaging is mandatory under Spain's new packaging law.
PortugalPortugal has also enforced a glass collection and recycling scheme. Under the terms of Legislative Decree No. 102-D/2020of 10 December 2020, amended by Law no. 52/2021 of 10 August 2021, food and beverage producers are responsible forrecycling. Glass packaging producers must, therefore, in cooperation with food and beverage producers and packaged
product importers, work to incorporate secondary raw materials from the recycling of packaging waste in their production
process.
Glass packaging producers are required to recycle at least 60% of the glass packaging used within the country. The
objective is to reach a recycling rate of 70% by 2025 and 75% by 2030.
In order to comply with these obligations, food and beverage producers and importers may subcontract the managementof their packaging and waste.

Italy
In Italy, Legislative Decree No. 22/97 dictates obligations in terms of glass collection and recycling. Based on this decree,“Co.Re.Ve” (the glass recovery consortium) was created in October 1997 and is tasked with collecting and recycling usedglass.

1.5.3.1.2. Regulations for the glass making industry
The Group is also subject to regulations aimed at managing the emissions of pollutants, which have increased in recent
years.
Pursuant to European Council Directive 96/61 EC of 24 September 1996 on the prevention and integrated reduction ofpollutants (the “IPPC Directive”), for an operating permit to be granted, the Group’s facilities had to be operated such that
all of the “best available techniques” were implemented to prevent pollution. Directive 2010/75/EU, the Industrial Emissions
Directive (IED), replaced and reinforced the IPPC Directive. Thus, for an operating permit to be granted, the emissions fromthe Group’s facilities must not exceed certain limits, the value of which is established based on the “best available
techniques” as defined in the European Commission’s enforcement decision establishing conclusions on the best available
techniques for the production of glass under the IED of 28 February 2012. The IED was adapted in France within theframework of the Regulation on Classified Facilities, in Articles L. 515-28 et seq. of the French Environmental Code.
In addition, Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme
for greenhouse gas emission allowance trading within the Community, known as the “ETS Directive”, introduced a system ofgreenhouse gas emission allowances for carbon dioxide only in the European Union.
The ETS Directive is designed to reduce emissions of gas pollutants into the air by creating an EU-wide greenhouse gas
emissions trading scheme. The European glass industry to which the Group belongs is covered in Annex I of this Directive.
The ETS Directive requires the development of a national allocation plan (NAP), setting out the total quantity of allowances
allocated for a given period (first period: 2005–2007; second period: 2008–2012; third period: 2013–2020, fourth period:
2021-2030) and the breakdown of this allowance by site.
The ETS Directive thus allows Member States to impose a cap on the greenhouse gas emissions of the facilities concerned,
and then to freely allocate them the allowances corresponding to this cap. The companies covered by the directive also
have the option to trade allowances on the ETS. Thus, a facility that emits more than its allocation must purchase the missing
allowances, i.e. the “polluter pays” principle, and conversely, a facility that emits less than its allocation can sell its unused
allowances and thus benefit from income.
The ETS Directive was transposed to French law by Decree No. 2004-832 of 19 August 2004, as amended by Decree No.
2019-190 of 14 March 2019, now codified in Articles R. 229-5 et seq. of the Environmental Code; the distribution ofallowances by operator was set for the 2013–2020 period by an order of 24 January 2014, as amended.

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For the period between 2013 and 2020 (Phase III), the ETS was amended by Directive 29/2009/EC, which provides for a
gradual reduction in the number of allowances placed on the market and revises the free allowance allocation system byintroducing a European system based on product benchmarks. It also stipulates special provisions for industrial sectors that38
are considered to be exposed to “carbon leakages” . The hollow glass sector, in which the Group operates, meets thecriteria set out by the European Commission to be considered as an exposed sector, and is therefore eligible for free carbon
credits, the total volume of which may not exceed the benchmark calculated on the basis of the average performance ofthe most efficient installations in the European Union. European Commission Regulation 1031/2010 of 12 November 2010 on
the auctioning of greenhouse gas emission allowances for the 2013–2020 period completes this Regulation.
For the period from 2021 to 2030 (Phase IV), Directive 2018/410/EU of 14 March 2018 on enhancing cost-effective emission
reductions and low-carbon investments, particularly provides for an acceleration of the annual decrease in the total
number of allowances in circulation, in order to increase the pace of emission reductions. The Group’s policy in this area
and the expected impact on its business is described in more detail in Section 1.3.1.2 “Changes in raw material and energy
prices”.
The Group’s operations are also subject to the requirements of air quality directives, such as Directive 2008/50/EC of theEuropean Parliament and of the Council of 21 May 2008 on ambient air quality and cleaner air for Europe, as amended,
which merged most of the existing air quality directives and which imposes, among other things, emission limits for certain
substances such as sulphur dioxide. Furthermore, operations must comply with the requirements of the Water Framework
Directive of the European Parliament and of the Council 2000/60/EC adopted on 23 October 2000, aimed in particular atpreventing and reducing water pollution. The Group must also comply with the national regulations that transpose Directive
2002/49/EC of the European Parliament and Council of 25 June 2002 on the assessment and management ofenvironmental noise.
The Group is also subject to Directive 2004/35/EC of the European Parliament and Council dated 21 April 2004 on
environmental liability with regard to the prevention and remedying of environmental damage, based on the “polluterpays” principle. In addition, national regulations generally impose decontamination obligations on present and past owners,
operators or users of contaminated sites, as applicable.
Finally, some countries in which the Group is present (notably Germany and Italy) have established subsidies tied to the costof energy. In Germany, the Group, as a high energy-consumption company, thus benefits from an exemption or reductions
in some taxes applied to electricity prices. In Italy, a scheme introduced in 2005, from which the Group benefits, provides forthe allocation of energy saving certificates (Certificati Bianchi), in the event of the implementation of energy efficiency
improvement measures; these certificates can be traded on a regulated market and sold to electricity distributors. In
addition, since the second half of 2013, the Group has benefited in Italy from subsidies on certain items included in theprices of its electricity consumption. Until 31 December 2017, these subsidies were in the form of reimbursements; as of 1
January 2018, they result in a reduction in the cost of its power consumption.

1.5.3.1.3. Regulations regarding chemical substances
Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 on the Registration,
Evaluation, Authorisation and Restriction of Chemicals (“REACH Regulation”) imposes a series of obligations on all industrial
sectors, including the glass industry, regarding the registration, use and restriction of chemical substances used in
production processes. As such, the Group is subject to an obligation to provide information on the risks of the substances
used: for example, it must provide information to users directly down the supply chain, such as the declaration that thesubstance is not subject to authorisation or the imposition of a possible restriction. Moreover, although glass is exempt fromthe registration obligation as a downstream user of substances, the Group must communicate its uses of substances tosuppliers so that they are covered in their registration files.
The Group keeps a close eye on changes to the list of substances that are subject to authorisation or restrictions in order tofulfil, where necessary, its obligation to communicate with its customers.

38

A “carbon leak” is a situation in which a company, in order to escape the costs related to climate policies, moves its production toanother country that applies less stringent rules for limiting emissions.

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1.5.3.2. Legislative and regulatory environment in Latin America
In Latin America, the Group is also subject, particularly in Brazil and Argentina, to a legislative and regulatory environment
similar to the one described above, particularly for the protection of consumer health and protection of the environment.

BrazilFederal law No. 6. 938/1981 stipulates that industrial operations that use environmental resources and are considered to bepotentially polluting, or that can cause environmental damage, are subject to environmental authorisation. Industrial
operations, like those of the Group’s Brazilian subsidiary, must comply with the parameters for atmospheric emissions definedby the national air quality monitoring programme established by Resolution No. 05/89. In addition, in accordance with thenational policy on solid waste (Federal Law No. 12.305/2010), the producer is responsible for the elimination of thehazardous and non-hazardous waste that it produces. Moreover, packaging materials that are in contact with liquid andsolid food must comply with the rules stipulated by the Brazilian National Health Monitoring Agency. Finally, since 2018, Brazil
has been studying the introduction of a regulation to control the use of chemical substances, inspired by European
Directives (like REACH). On 9 May 2023, the Brazilian Constitution, Justice and Citizenship Commission (CCJC) approved the
National Chemicals Law (PL 6120/19). The bill will now be submitted to the Senate for consideration.

Argentina
Law No. 24.051 on hazardous waste promulgated in 1992 (the “HWL” - Hazardous Waste Law), and Decree No. 831/93
govern the production, transport, treatment and elimination of hazardous waste. The HWL defines hazardous waste as
waste that could harm humans, flora or fauna, or pollute the soil, water, or the environment in general. All companies
involved in the production, transport, treatment and elimination of hazardous waste, like the Group’s Argentine subsidiary,must be registered in the register of producers and users of hazardous waste, which is kept by the Office of Natural
Resources and the Environment, the governmental organisation responsible for applying the law. This organisation issues
environmental certificates authorising the production, transport, treatment and elimination of hazardous waste, subject tocompliance with certain requirements of the HWL. In addition, the National Food Code stipulates that packaging productsthat come in contact with liquid and solid food must first be authorised by the competent government authority. Thisobligation applies to packaging products manufactured in Argentina and to products imported from a third country.

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1

1.5.4. Sales and marketing policy
The Group’s main operations are centred on the development, production and sale of glass packaging for the food andbeverage industries.
In terms of marketing, and in general, all of the Group’s companies must be able to offer customers services tailored to theirlocal market. This requires having efficient tools that are compliant with local standards.
These policies are aligned as closely as possible with the history, trends and sensitivity of each of the regional markets. The
marketing and product development organisation of each of the Group’s companies has been developed accordingly.
The Group also relies on its sales and marketing teams comprising more than 340 locally based employees, who work inclose collaboration with customers.
The Group believes that its understanding of local markets, customer expectations and the competition allows it to better
adapt its pricing, product and service policy to obtain the best performance. This policy is mainly reflected in an extended
and scalable offering in terms of products and services (see Section 1.3.2 “Overview of the Group’s products and services”
in this Universal Registration Document).

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EXTRA-FINANCIALPERFORMANCESTATEMENT

2.1.

Our CSR strategy: re-imagine glass
for a sustainable future

76

2.5.

Complying with our values
and ethical principles with our
suppliers, clients and employees

161

2.6.

Duty of Care Plan

187

2.7.

Appendices193

2.7.1. Methodological note

196
206

2.1.1. Risk identification methodology

78

2.1.2. CSR risk mapping

79

2.1.3. CSR governance84

2.1.4. Verallia’s application of the EU Green
Taxonomy to its activities

88

2.2.

Enhancing the circularity of glass
packaging92

2.7.2. Table of non-financial performanceindicators
2.7.3. Green taxonomy results table

212

2.3.

Decarbonising
our activities

117

2.8.

221

2.4.

Ensuring a safe and inclusive
work environment for all

134

Report by the Statutory Auditorson the non-financial statement includedin the management report

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Our CSR strategy: re-imagine glass for a sustainable future

2.1. Our CSR strategy: re-imagine glass
for a sustainable future
Editorial by Patrice Lucas, CEO of Verallia

As social and environmental challenges become increasingly vital to all companies toensure their sustainability, it is incumbent on us to share our vision and our concrete
actions in tackling these issues.

This Non-Financial Performance Statement reflects our deeply held belief that acompany's success cannot be measured by its financial achievements alone, but mustalso take into account its impact on society and the environment. This vision is perfectly
embodied in our corporate purpose, "Re-imagine glass for a sustainable future", and in
our commitment to the principles of the United Nations Global Compact, which we
joined in 2016.

In these pages, you can read about our goals and initiatives in social, societal andenvironmental responsibility. Our approach to non-financial performance is founded ontransparency, the measurement of our impact, and responsibility at every level of ourorganisation. We invest in our infrastructure, promote diversity and inclusion, and work inclose collaboration with our stakeholders to rise to the challenges of our times.

We do not view these efforts as regulatory obligations, but rather as voluntarycommitments. This is why our teams are already working to prepare for the entry into
force on 1 January 2025 of the Corporate Sustainability Reporting Directive (CSRD),
whose main objective is to standardize sustainability reporting by companies while
improving the availability and quality of environmental, social and governance (ESG)
data published.
On behalf of Verallia, I would like to thank our stakeholders, who inspire us and support
us in turning our CSR roadmap into a true collective success. Together, we are building aworld where economic success is inextricably linked to the positive impact we have onsociety and our planet.

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2.1.1. Risk identification methodology
Carried out in 2018, the materiality analysis enabled us tocross-reference the internal vision of the importance of CSR
issues with the expectations of stakeholders. The analysis
was updated in 2022 to take into account evolutions in
CSR issues (in particular global warming, scarcity ofresources, biodiversity) and changes in the expectations of
our stakeholders, who are increasingly experienced andinterested. The analysis has enabled us to fuel:lthe Group’s strategy;lthe vision of the Group’s non-financial risks in relation to
the work carried out by Verallia’s financial risk
compliance management.

The materiality analysis was conducted in three steps:lidentifying priority issues based on analysis of available
documentation and interviews with key stakeholders of
the Group (analysis of the Group’s activities andenvironment), supplemented by an industry benchmark
carried out by a consulting firm, sectoral risk databases(MSCI and SASB) and working with Risk Management at
Verallia Group level;lsharing these issues with key stakeholders;lprioritizing issues by comparing the expectations ofstakeholders and the vision of the Group’s
management. The rating scale was defined liaising with
the Risk Management Department, and by criterion.
Different components have been taken into account todetermine priority risks and opportunities. The impact on
people, operations, the environment, and the image/
reputation of the Group was discussed andincorporated. A consensus was reached using anelectronic vote carried out during a joint workshop
guided by a consulting firm, in which the members of
the Group’s Executive Committee, the main support
functions and operational staff of the French andSpanish entities participated.

The materiality analysis compiles the specific issues relating
to our activities (glass, decoration, cullet treatment) and to
our local presence. It also highlights the eight main CSR
risks and opportunities for the Group. Monitoring indicators
have been defined for each of these risks with associatedobjectives. Each year, the Non-Financial Performance
Statement is where changes in these different indicators
are communicated, as well as the achievement of theobjectives set.
In 2024, we will conduct a double materiality assessmentthat will take into account financial materiality and impact
materiality, namely the sustainability issues that affectsociety and the environment beyond the company's
financial performance alone. This assessment, which is
required under the CSRD (Corporate Sustainability
Reporting Directive), will enable us to confirm which issues
are most relevant for the Group. It will be published in oursustainability report in March 2025 as part of our 2024
reporting documents.

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2.1.2. CSR risk mapping
Integrating the circular economy in product manufacturing and the value chain
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l The Group and its customers are subject to regulations

l Improving operational processes and diversifying raw

related to the circular economy which vary according to thecountries in which they operate.
l
l The emphasis on circularity in product manufacturing andthe value chain may entail significant investment costs(equipment, innovation, establishment of collectionlchannels, etc.).
l The Group may be confronted with market tension stemmingfrom changes in raw material costs or the scarcity of raw
materials (particularly cullet).

materials can reduce costs.

Improving product circularity and above all using cullet canhave a positive impact on stakeholders, especiallycustomers.
Strengthening the circular economy at Verallia could
facilitate access to investment schemes if it is reflected in agood non-financial rating and the consideration of investors’
expectations.

Negative impacts on people and the environment:

Positive impacts on people and the environment:l The use of finite resources to manufacture glass packaging

l The integration of circularity in product manufacturing andmay have a negative impact on the environment, either
directly (especially in relation to the Group’s activities) orindirectly (on stakeholders in the value chain).

the value chain allows the Group to have a positive impact
on recycling through a bottle-to-bottle approach, as well as
through the reuse of glass, and as such to lessen the use ofnatural resources.

URD references
Major risks:

Consolidated Non-financial Performance Statement (DPEF) chapters:

4.1.1.3 Risks related to changes in the price and shortages ofraw materials and cullet

2.2.1 Be a major player in the circular economy

4.1.4.3 Risks related to substantial investments and theirfinancing

2.2.2 Develop eco-design for responsible products

Optimising water use and reducing wastes and discharges into water, air and soil
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l The Group is subject to different regulations relating to wastel Optimising its use of water resources (treatment ofmanagement, water, air emissions and soil discharges
depending on the countries in which it operates.

l Verallia may face reputational risks, financial risks or businesswastewater, etc.) and pursuing good waste management(reduced treatment costs) could be financially beneficial to
Verallia.

continuity risks following complaints from neighbouringresidents in the event of poor management of discharges
and nuisances, and difficulties that may receive media
coverage. Nevertheless, this risk which varies considerablyacross production sites is deemed relatively immaterial.

l Verallia may face a risk related to the cost of investments ininfrastructure and equipment for managing effluents or air
emissions, as well as their maintenance (employee training,technology monitoring, etc.).

Negative impacts on people and the environment:

Positive impacts on people and the environment:l The production of toxic aqueous, solid or gaseous effluentsl Making glass from products that do not harm human health(chemicals, fumes, VOCs, oils, etc.) can have a negative
impact on the environment and human health. Although notoxic materials (products subject to the REACH regulation)
are used in the manufacture of glass, products consideredpotentially hazardous under regulations in force may be usedin factories.

or biodiversity, while preserving natural resources andreducing waste and discharges, can have positive impacts
on people and the environment.

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapters

4.1.2.1 Risks related to the operation of industrial sites

2.2.3 Optimize water use and reduce our waste

4.1.3.1 Risks related to environmental regulations

2.3.3 Contribute to soil regeneration

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Energy efficiency and carbon footprint of our operations
Definitions of risks and negative impacts
Definitions of opportunities and positive impacts
Risks for our businesses:
Opportunities for our businesses:l The Group may be subject to climatic impacts on some of its

sites due to a higher frequency of certain extreme events(e.g. storms, earthquakes, floods) or local climatic conditions
impacted more durably (water stress, more frequent
droughts).

l The Group is subject to various environmental regulations,

including compliance with GHG emission thresholds, mainlyin Europe (although legal obligations in this area aremounting worldwide).

l Improving energy efficiency and diversifying energy sourcesin a context of heightened tension in the energy market
could represent a financial opportunity.

l Improving the energy efficiency and carbon footprint of ouroperations could facilitate access to financing if that isreflected in a good non-financial rating and theconsideration of stakeholders’ expectations on climate
challenges (e.g. TCFD, EU Green Taxonomy).

l There is a risk linked to the cost of investments to improveenergy performance and implement the GHG emission
reduction trajectory (equipment, innovation, intensification of
the use of low-carbon energy, etc.). It should be noted thatat this stage, the price of a ton of CO2 has little impact for
Verallia

l There is a financial risk in the event of a pronounced

dependence on energy sources whose price is volatile or
liable to increase significantly.

l Verallia may be subject to the competitive risk of alternative

food packaging that is more energy efficient or has a smaller
carbon footprint.

Negative impacts on people and the environment:l The extraction of natural resources for the production ofenergy and the emission of greenhouse gases, whether
directly (linked to activities) or indirectly (in the value chain),
may have negative impacts on the environment.
URD references
Major risks:
Consolidated Non-Financial Performance Statement (DPEF) chapters:
4.1.1.1. Risks related to changes in demand for glass packaging, 2.3.1 Reduce emissions from our sites (Scope 1 and 2)
competition from producers of other types of packaging and2.3.2 Reduce Scope 3 emissions (transport, materials andthe possible substitution of other materials for glass packaging
packaging)
4.1.1.2 Risks related to energy shortages and costs
4.1.3.1 Risks related to environmental regulations
4.1.3.2 Risks related to the energy transition (CO2 emissions
reduction)
4.1.3.3 Risks related to the physical impacts of climate change

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Occupational health and safety
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l Verallia may face risks of cost overruns related to businessl Verallia’s employer image with stakeholders and especiallycontinuity in the event of a major impact from workplace
incidents (insufficient staff, disorganisation of production lines,
or protest movements leading to a stop in work).

l Financial, legal and/or reputational risks related to non-with employees could be strengthened by a focus on OHS
challenges within the Group (e.g. ergonomics, projects toimprove employees’ occupational health), as this is adifferentiating factor within the sector and in heavy industry.

compliance with Occupational Health and Safety (OHS)
regulations and, beyond that, the guarantee of safe working
conditions for employees could impact the Group.

l Investors or other stakeholders could pull out in the event of

an increase in incidents at Verallia sites.
Negative impacts on people and the environment:l Insufficient measures to protect the health and safety of

employees, subcontractors and temporary workers could
have negative impacts.

Positive impacts on people and the environment:Positive
impacts on people and the environment:l By ensuring effective health and safety protection measuresfor employees, subcontractors and temporary workers, theGroup could have a positive impact on people, bothinternally and externally.

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapter:

4.1.2.5 Risks relating to the implementation of the Group's
operational excellence program

2.4.1 Ensure the health and safety of everyone

4.1.2.6 Risks relating to health and safety in the workplace
4.1.5.3 Risks relating to ongoing litigation and investigations,particularly concerning occupational illnesses
Employee engagement, inclusion, and social dialogue
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l Verallia may face financial, legal and reputational risks in the l Employee engagement, inclusion and social dialogue canevent of non-compliance with regulations, in particularregarding non-discrimination within the Group.

l There are risks related to good operational management ofoperations (cost overruns, delays, even threats to business
continuity) in the event of difficulties in recruiting, or highturnover or absenteeism.

be a source of opportunity by improving the company’s
attractiveness and helping retain employees through thepromotion of inclusion and the diversification of recruitment
pools, as well as through the roll-out of measures aimed at
fostering employee engagement (wages, well-being at work,etc.).

Negative impacts on people and the environment:

Positive impacts on people and the environment:l There may be negative impacts on people in the event ofl There may be positive impacts on employees if the Group

non-compliance with employee rights regarding nondiscrimination, well-being in the workplace, etc.

demonstrates a strong commitment to non-discrimination,
well-being at work, etc.

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapters:

4.1.2.8 Risks related to labour relations and human resources

2.4.2 Attract and retain talent
2.4.3 Promote diversity and inclusion
2.4.4 Support the development of our employees and prepare
our talent
2.4.5 Drive social progress and better working conditions
2.4.6 Create partnerships with our communities

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Social and environmental risks in the subcontracting chain
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l Verallia may face business discontinuity and the associatedl Creating partnerships or joint ventures with suppliers canfinancial impacts if strategic suppliers and subcontractors
mismanage their social and environmental impacts, causing
them to cease their operations.

make it possible to secure supplies, including in times of crisis,
create synergies on shared challenges (joint innovation),
improve the Group’s image, and so on.

l The Group may face risks relating to the tightening of

regulations extending responsibility over the entire value
chain. Likewise, its reputation may be impacted in the eventof major incidents at the sites of subcontractors or suppliers
directly associated with Verallia.
Negative impacts on people and the environment:

Positive impacts on people and the environment:l The Group may face negative impacts in the event of al There may be positive impacts if health and safety

failure to ensure the health and safety of people working
within the subcontracting chain, respect for people’s rights,
or protection of the environment within the upstream
subcontracting chain.

protection, respect for people’s rights, and environmental
protection are ensured in the upstream subcontracting
chain..

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapter:

4.1.2.7 Risks related to relations with certain strategic suppliers
and subcontractors

2.5.2 Build engaging and respectful relationships with our
suppliers

Compliance with applicable regulations, fight against corruption, personal data protection
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l The Group may be exposed to legal, financial and imagel Recognition of the quality of the Group’s ethical practices

risks in the event of non-compliance with local, national orinternational regulations in force (anti-corruption,competition law, intellectual property, tax evasion, GDPR,
etc.). Exposure to risks related to personal data protection
are also intensifying due to the tightening of regulations ondata protection.

could have a positive impact on the brand's overall
reputation.

l The Group’s image may be exposed to risks in the event ofpoor management of business ethics, which may give rise to
impacts on relationships with key stakeholders (business
partners, institutions, suppliers, etc.), as well as to financial
impacts.

l There may be a risk of investor disengagement in relation to

non-compliance with regulations or the existence of provenissues in respect of business ethics or data management.
Negative impacts on people and the environment:l Non-compliance with social, environmental or human rights

laws (e.g. failure to protect personal data) may have anegative impact on the Group.

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapter:

4.1.2.2 Risks related to geopolitical aspects and the Group’s
international activities

2.5.1 Complying with key legislation (corruption, competition,
embargoes, personal data, information security)

4.1.5.1 Risks related to compliance4.1.5.2 Risks related to taxation and customs barriers

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2

Cybersecurity*
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:l Significant business continuity risks could arise in the event ofa major cyberattack impacting one or more of Verallia’s key
sites, potentially causing significant financial and image
impacts. Exposure to risk in respect of digitalization is
becoming increasingly significant.

l There may also be risks related to the protection of personaldata, as described above under the risk "Compliance withapplicable regulations, fight against corruption, personal
data protection".
Negative impact on people and the environment:l Negative social and environmental impacts can occur in theevent of a cyber attack.

URD references
Major risks:

Consolidated Non-Financial Performance Statement (DPEF) chapter:

4.1.2.1 Risks related to information systems

2.5.1 Complying with key legislation (corruption, competition,
embargoes, personal data, information security)* The "cybersecurity" risk is less significant for the Group and stems directly from the main risk "Compliance with applicable regulations, fight against
corruption and personal data protection".

Quality of our products
Definitions of risks and negative impacts

Definitions of opportunities and positive impacts

Risks for our businesses:

Opportunities for our businesses:l The Group could face critical business continuity risks in thel The Group could improve its image if the quality of theevent of non-compliance with regulations, norms andstandards on the packaging of food products intended for
consumption (presence of toxic substances, preservation
requirements, etc.).

products meets stakeholders’ requirements, as this can serve
as a differentiating criterionl Verallia could face additional costs related to quality

incidents (product recalls, fines, resumption of production,
treatment of non-compliant products, etc.).

l Customers may be dissatisfied in the event of non-compliance with production specifications, causing financial
impacts or damage to the Group’s reputation.

Negative impacts on people and the environmentl A quality issue affecting one of our products could havenegative impacts on the health and safety of end consumers
and on their confidence in Verallia products.
URD references

Major risks :Consolidated Non-Financial Performance Statement (DPEF) chapter:

4.1.2.10 Risks related to defective products

2.5.3 Ensure product quality and safety for customer satisfaction

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2.1.3. CSR governance
Roles
Approval of strategy andcontrol

Coordination and monitoring

Name of body

Main work in 2022
Reviews and monitors CSR KPIs, the Consolidated Non-Financial

u Board of Directors

u Performance Statement (Chapter 2, URD), and the CSR Report.
Number of meetings: 7 (93% participation)

Examines the Consolidated Non-Financial Performance Statement
and the associated objectives and KPIs; reviews reuse projects,
Sustainable Development
worldwide outlook, donations, non-financial ratings, and ESG
u Committee(1)ufinancing.
Number of meetings: 4 (100% participation)

Strategy definition andimplementation

Contacts in the entitiesu Executive Committeeu

Follows up on the CSR roadmap, and revises energy and cullet
budgets.
Number of meetings: 11

CSR Department andu network*

The Group CSR Department is in contact with regional CSR(2)
correspondents
about the CSR strategy, changes to it, andlocal actions. Division correspondents are responsible for
deploying Group strategy, monitoring local initiatives, andusharing “Good CSR Practices.”
Number of meetings: 4 + monthly meeting with eachcorrespondent

Ownershipu EmployeesuParticipate in “Verallia Days” on various CSR topics: Health & Safety
Day, Environment Day, Quality Week.
Number of events: 6(1) 5, including 1 independent member: Virginie Helias, Chairwoman of the Committee and Independent Director, Michel Giannuzzi, Chairman of
the Board of Directors, Sébastien Moynot, representative from Bpifrance lnvestissement, Xavier Massol, Employee Representative Director, Beatriz
Peinado Vallejo, Employee Shareholder Representative Director.
(2) The diversity of the positions and skills of these local correspondents (HR, EHS, Marketing, Communications) makes it possible to address all
sustainable development issues. There is at least one Sustainable Development correspondent per region.

It should be noted that sustainable development topics are systematically addressed in all committees.

Sustainable development as a compensation criterion
The vast majority of the employees working in plants
receive compensation that includes a variable
component. For 64% of these employees, their variable
compensation (individual or collective) includes one ormore CSR criteria. In fact, CSR criteria factor into thevariable compensation calculation for all categories of
employees in France, Germany, Italy and Ukraine, and all
managers throughout the Group.
For all management-level employees (support, industrial
and commercial functions), the bonus system or variable
component is the same for everyone.

Two main CSR criteria are involved:
39

lsafety (TF2)lthe external cullet rate which has a direct impact on
reducing CO2 emissions

Finally, criteria that are guidelines for awarding
complimentary shares under the “Long Term Incentive
Program” also include CSR objectives:
1. Reducing CO2 emissions.
2. Occupational gender equality index. This criterion
evolved in 2022, in favour of the percentage of female
managers.

These schemes testify to the Group’s desire to increase each person’s awareness of their individual impact on reachingcommon goals.

39

TF2: Frequency rate 2: Number of accidents, with and without lost time, per million hours worked.

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ESG (Environment, Social, Governance): the new essential criteria in finance
Since 2021, Verallia has pursued an ambitious policy thatputs its ESG commitments at the core of its financing
strategy. ESG criteria are becoming indispensable to any
financial strategy.
At Verallia, we prefer the notion of "ESG financing" over"green financing" because the former goes beyond
including just the environment to embrace social andgovernance criteria as well. "Green" financing will fund
predominantly environmental projects, whereas theamounts raised through "ESG" financing can be used tofund any kind of project.
Verallia has opted to tie some of its financing to ESG
criteria. When it comes to funding activities, a company
can turn to two main avenues of financing: issuing bonds
on a financial market (ESG bonds are known as SLBs,
sustainability-linked bonds) or borrowing from banks, whose
ESG options are known as sustainability linked loans (SLLs).
These financing mechanisms are linked to ESG criteria (keyperformance indicators), such as reducing greenhouse gas
emissions or appointing more women to their boards of
directors, which are defined by the borrowing company. If
these goals are not met, the cost of borrowing increases(higher margin or step-up). For bank borrowings (SLLs), a
company may also be entitled to a bonus if it meets its
goals.
For ESG bonds, the relevance and ambition of the criteriathat will determine the penalties must be reviewed by anindependent agency, known as a second-party opinion
provider, which assesses them as weak, limited, robust or

advanced. For its most recent transaction, Verallia earned
the most ambitious assessment from the rating agency
Vigeo Eiris (since renamed Moody’s ESG solutions). These
criteria are founded on the CSR strategy Verallia sharedwith the market in January 2021 and must comply with theregulations established by the authorities (sustainabilitylinked bond/loan principles).
Verallia, a pioneer in ESG financing
In January 2021, Verallia published its ESG roadmap, which
laid the foundation for the "Sustainability-Linked Financing
Framework", an essential document for setting up ESG
financing schemes. In May 2021, Verallia became the firstFrench company to list sustainability-linked bonds with the
French financial markets authority, the AMF. At first, Verallia
focused its criteria on reducing CO2 emissions andimproving the rate of external cullet used to produce glass
packaging. However, its most recent ESG financing
arrangement also incorporates the percentage of womenmanagers and decreases in water consumption, which areclosely linked to the Group's CSR strategy.
Verallia's latest innovation dates to 2022, when it became
the first group to peg remuneration for its factoring
program (the outsourcing of invoice collections) to ESG
criteria. Unlike bank loans and bonds, if these criteria are
not met, a sum will be paid to Reforest’Action, an
organisation devoted to regenerating large-scaleterrestrial ecosystems to address the environmental
challenges faced by our planet.

Here is a timeline of ESG financing at Verallia.

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Sustainable development dashboard
Sustainable
development
strategy
pillars(1)Enhancing thecircularity ofglass
packaging

Referenceyear results

2023 (2)Results2025 (3)Target2030
TargetRate of external cullet
use in our glass
production

49%
2019

54,1%

59%

66%

Number of pilot projects

0
2020

1

1

Develop eco-design Reduce the weight of ourstandard and non-returnablebottles and jars by 3% by 2025
compared to 2019.

Alpha coefficient

16
2019

15.7

15.5

Optimise water use

Reach 0.4 m3/TPG water
consumption in glass plants by
2025

Cubic metres of water
consumed per tonne ofpacked glass (TPG)

0.58
2020

0.5

0.4

Reduce waste

Reach a 75% waste recycling
rate by 2025

Waste recycling rate

65.5%
2020

75%

75%

Reduce CO2
emissions from oursites (Scopes 1& 2)

Reduce our CO2 emissions(Scopes 1 & 2) by 46% in
absolute terms by 2030
compared to 2019

Scopes 1 & 2 CO2emissions (kilotonnes
CO2)3,090 kt CO2
20192,603 kt
CO22,625 kt
CO2

1,669 kt
CO2

CO2 emissions
reduction in % (Scopes
1 & 2) vs. 2019

Referenceyear 2019-15.8%-15%-46%

Scope 3 CO2 emissions(kilotonnes CO2)

1,765 kt CO2
2019(4)

1,534.00< 1,751 kt
CO2< 1,112 kt
CO2

Share of Scope 3
emissions in the Group’s
total emissions, in %

37%
2019

37%

<40%

<40%

90% in2040

Commitments

Objective

Maximise the use ofcullet in our
products

Reach a rate of 59% in the useof external cullet in our
production by 2025 and 66%
by 2030Develop glass reuse

Test at least one pilot reuseproject in France by 2025.

Decarbonising
our activities
Reduce Scope 3
CO2 emissions

Ensuring a safe
and inclusive
place to work

Develop renewable
or low-carbon
energies

Reach 60% certified
renewable or low-carbon
electricity by 2025

Share of certified
renewable or lowcarbon electricity intotal electricity
consumed

34%
2020

59%

60%

Contribute to soil
regeneration

Plant at least 100,000 trees per
year from 2019-2025

Number of trees
planted since 2019

100,000
2019

513,000

700,000

Ensure the healthand safety of
everyone

Aim for zero accidents andachieve TF2 < 1.5 by 2025

Accident frequency
rate (with or without losttime) (TF2):

5.5
2019

Promote diversity
and inclusion

Reach 35% female managers
at the Group level by 2025

Share of female
managers

29%
2019

32.2%

35%

Reach 4.5% employment of
Share of employees
people with disabilities by 2025 with disabilities

3%
2019

4.1%

4.5%

Double employee shareownership by 2025 compared
to 2019

2.6%
2019

3.8%

>5%

Support employee
skills development

86

Maintain our Scope 3 CO2emissions below 40% of theGroup’s total emissions

Performanceindicators

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≤1.5

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Sustainable
development
strategy
pillars(1)Complying with
our ethicalprinciples with
our suppliers,
clients andemployees.

Performanceindicators

Commitments

Objective

Comply with key
regulations

Ensure zero convictions or fines Number of convictions
in respect of our key
or fines
regulations

Referenceyear results

2023 (2)Results2025 (3)Target

0
2019

0

0

Build engaging and Ensure that 90% of purchases
are covered by the Supplier
respectful
relationships with our Charter by 2025
suppliers% of purchases coveredby the Supplier Charter

73%
2020

88%

90%

Reduce the rate of customer
claims by 35% by 2025 ascompared to 2020

% decrease in customer
claims vs. 2020

Referenceyear 2020

-20%

-35%

Master andcontinuously
improve quality in
our production
processes

2

2030
Target(1) Sustainable development strategy pillars: refer to our detailed contributions to Sustainable Development Goals in 2.7 Annexes(2) 2023 Results: The results are reported at constant scope compared to 2022 (the performance of Verallia UK is excluded) to ensure a proper
assessment of the Group's performance against its targets. The Group's overall performance is presented in section 2.7.2 Table of non-financial
performance indicators.
(3) 2025 Target: The 2025 objectives will be revised during the 2024 financial year.
(4) Scope 3 historical data have been recalculated in 2024 using the latest methodology. Historical data for 2019 is 1,810 kTo and recalculated data
is 1,765kTo.

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2.1.4. Verallia’s application of the EU Green Taxonomy
to its activities
In order to comply with European Regulation 2020/852, thedelegated acts supplementing it (respectively the Climate
Delegated Act and the delegated act governing theother four objectives) and its annexes on disclosure
conditions (the Disclosures Delegated Act), Verallia hasapplied the European Taxonomy since 2021 by analysing
its eligible activities based on the corresponding technicalscreening criteria. Where climate mitigation andadaptation are concerned, the European Commission
prioritises those activities that are most responsible for
Scope 1 and 2 emissions, emphasising their considerable
potential to undergo a transformation and contribute toemission reductions. Where the other four environmental
objectives are concerned, the scope of application
established by the European Commission initially addresses
sectors generating significant environmental impacts whether positive or negative - on each objective. At thisstage, therefore, there are many economic sectors including the glass sector - that are still not covered by thedelegated regulations on the six environmental objectives.
The results of the Group’s taxonomy indicators are shown inthe diagram below and explained in detail in themethodological note in chapter 2.7 Appendices.

40

For the purposes of this exercise, Verallia has published acapex-eligibility KPI, with capex related to individual
measures, of 51.6%. This percentage is significantly higher
than last year’s. Half of the increase relates to regulatorychanges, in particular the incorporation of the four new
objectives (of which the circular economy objective,
which has added €91.4 million to the Group’s scope of
eligible activities), and it also reflects the Group’s
determination to become more energy-efficient (byinvesting €119 million in electric and Heat-Ox furnaces).
Verallia reported a capex-alignment KPI of 26.6% for 2023.
This improved alignment ratio reflects the considerable
efforts made by the Group to have its sustainable
investments recognised by the Taxonomy, €98.2 million ofwhich have been certified by an independent third party(particularly as regards activity 3.6).
In 2024, the eligibility and alignment of all the Group’s
investments will be analysed through the prism of all six
40
objectives; they include the Spanish cullet plants it has
acquired, which will be analysed to measure theiralignment with the circular economy objective.

Cullet refers to broken glass that can be added to production and used as a raw material.

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Our CSR strategy: re-imagine glass for a sustainable future2

Our 2023 CSR Ratings

Our memberships

Certifications of our glass plants in 2023 including Verallia UK(1) ISO 14001 defines the criteria of an efficient environmental management system.
(2) ISO 45001 replaced the OHSAS 18001 standard as of 2022. It specifies the requirements for establishing and using a high-performing occupational
health and safety management system.
(3) ISO 90001 defines the criteria applicable to a quality management system.
(4) FSSC 22000 is based on the ISO 22000 standard. It combines the food safety requirements of both distributors and manufacturers. Our Chilean site of
Rosario is certified BRCGS Food (Brand Reputation through Compliance of Global Standards). This a UK standard aimed at the integrity of foodproducts, as recommended by the GFSI (Global Food Safety Initiative) and is identical to the FSSC22000 standard.
(5) ISO 50001 defines the practical procedures for reducing energy consumption through implementation of an energy management system.

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Our CSR strategy: re-imagine glass for a sustainable future

Assessment of climate scenarios: physical risks and transition risks
In collaboration with AXA Climate, Verallia conducts an assessment of the physical risks that could affect its assets, as wellas an identification of the so-called "transition" risks and opportunities to which the Group may be exposed as part of thetransition to a low-carbon economy.
These studies are carried out to meet various objectives:ltake stock of present and future risks and opportunities,
in the short term and longer term– in accordance withthe recommendations of the TCFD (Task Force on
Climate-related Financial Disclosures);ldefine priorities for adaptation and resilience;l

lay the groundwork for action/adaptation plans tobolster the Group's resilience in the short and medium
terms;

lmeet the various requirements of current and future
regulations.

The decision to conduct these studies concurrently speaks
to their complementarity. These two components of theanalysis give Verallia a detailed, comprehensive vision of
its exposure, its vulnerability and its resilience to climatechange on two levels: at Group level and, locally, at thesite scale. To ensure the assessments are exhaustive, they
are conducted in alignment with the various regulations
and regulatory frameworks, such as the European
Taxonomy and the TCFD.
For the physical risks component, the assessment was
carried out on a portfolio of around 100 different assets
owned by Verallia or its suppliers. The list of indicators
assessed, the time scales (baseline, 2030, 2050) and thescenarios (SSP2-4.5, SSP5-8.5) selected for the study arealigned with the various regulatory recommendations andrequirements (European Taxonomy, CDP, TCFD, CSRD andothers).
For the component pertaining to transition risks andopportunities, the choice of time scales (2025, 2030) and
scenarios– Nationally Determined Scenario (NDC) whichcorresponds to business as usual and Net Zero 2050–
followed the same approach.
It is, however, important to note that the time scales andscenarios selected vary between the two assessments.

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Indeed, the objective of each of the analyses is to adapt
to the most restrictive scenario. For the physical risks
assessment, the detailed analysis and the prioritisation ofassets are determined using the baseline scenario with thehighest level of emissions and high dependency on fossil
fuels (+2.4°C between now and 2050), namely the SSP5-8.5
scenario. Under this scenario, no policies restricting
greenhouse gas emissions are considered, bringing about
accelerated climate change and the physical impacts
stemming from it. By using this scenario as the baseline for
its adaptation plan, Verallia is ensuring that its assets will be
resilient to the likely future situations reflected in the IPCC
scenarios.
For the component pertaining to transition risks andopportunities, the selected scenario is the one that enables
the attainment of the targets in the Paris Agreement(approximately 1.5°C by 2050). In the transition to a lowcarbon economy, the scenario that limits global warming is
the one that brings about the most constraints (andopportunities for transformation) for companies – on
regulatory, market, technological and reputational
aspects – compelling them to make profound changes intheir production and distribution methods, cultures andorganisations. Identifying transition risks and opportunities
relating to compliance with the Paris Agreement enables
Verallia to anticipate and prepare for their potential
impacts on the Group.
Completing these two studies gives Verallia an exhaustive
assessment of the potential impact of climate change on
its activities so that it can enhance its action plans in orderto improve its resilience while limiting its contribution to
global warming.
The outcome of these assessments and the resulting
updates to existing action plans will be communicated in
2024.

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Enhancing the circularity of glass packaging

2.2. Enhancing the circularityof glass packaging
In this section
2.2.1. Be a major player in the circular economy
2.2.1.1. Governance2.2.1.2. Policies & performances
2.2.1.4. Action #2: Develop glass reuse
2.2.1.5. Action #3: Contribute to raising awareness on glass recycling and its development
2.2.2. Develop eco-design for responsible products
2.2.2.1. Governance2.2.2.2. Policies & performances
2.2.2.3. Action #1: Roll out an eco-design approach to our products
2.2.3. Optimise the use of water and packaging, and reduce
2.2.3.1. Governance2.2.3.2. Policies & performances
2.2.3.3. Action #1: Optimise our water use through circularity
2.2.3.4. Action #2: Limit our discharges into water
2.2.3.5. Action #3: Reduce waste produced and optimise waste management"Maximising the percentage of recycled glass in our products is a major pillar of ourstrategy. As leader in the glass packaging market, we must ensure the sustainability of
our objectives, which means that we must continue to pursue vertical integration.
Verallia currently produces the majority of the cullet used in its furnaces in Europe,
which gives us control over the quality and the volumes introduced.
On the Iberian peninsula, where there is a promising outlook for the quality and volumeof glass collected, Verallia acquired seven new strategic cullet treatment centres in
2023. We purchased three companies from the Santaolalla Group – Ecosan Ambiental,
Ecolabora and Vidrologic – to add five new cullet treatment centres to the Verallia
portfolio, covering both container glass and flat glass for industrial customers. The othertwo acquisitions were Revimon in Portugal and Infiniver in Seville.
Verallia now has 16 cullet treatment centres outside its glass plants, in addition to thethree internal centres, and plans to make further investments in the glass recycling
circuit to become a player in the logistics of used glass collection, which is a key stage
in the value chain."Stéfano Cassano, Group cullet purchasing director

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

94
94
94
98
101
105
105
106
106
109
109
109
110
113
113

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Enhancing the circularity of glass packaging

2412023 Key Figures

54.1% external cullet rate

weight: - 1.3 % vs 2019(according to the alpha index for42
standard single-use products)

0.50 m3/TPG

Context and challenges
The circular economy represents a strategic focus fordevelopment at Verallia, both in terms of preserving
resources and product innovation, and fighting climatechange. This is why the actions detailed in this section
pertain to all aspects of the production cycle: raw
materials consumption, product eco-design, water andwaste management, etc. The approach implemented fullyaligns with our vision at the European level, which in France
has been transposed into the AGEC (Anti-Waste for a
Circular Economy) law.
Beyond any regulatory and environmental issues, Verallia isduty-bound to optimise how it manages critical resources

to ensure that business continues. For example, in 2023, theGroup was confronted with some difficulty in procuringcullet. As a consequence of new players entering themarket, availability of this resource decreased, while prices
increased.
Moreover,glass
collection
methodheterogeneity between countries and even cities impacts
the quality of collected glass. This is why Verallia works daily
to bring together players within the sector and among theregions in order to ensure standardisation of collection
processes, and in the long term, make a way to increase
the quantity and quality of external cullet used.

Key objectives and results
Referenceyear results
49% in 2019

2023
(1)
Results
54.1%

Progress vs.
2022-1.6 points

2025
Target59%

Number of pilot projects

0 in 2020

1target43
reached1

Develop eco-design
Optimise water use

Alpha coefficient
Cubic metres of water consumed
per tonne of packed glass (TPG)

16 in 20190.58 in 2020

15.7
0.50

'-1.25%
+6.4%

15.5
0.4

Reduce waste

Waste recycling rate

65.5% in 202075%

stable75%

Commitments
Maximise use of cullet inour products

Performance indicators
Rate of external cullet use in our
glass production

Develop glass reuse

2030
Target66%(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

41
42

Verallia results exclusive of UK

The Alpha index, as defined in French standard H35-077 on the geometry of glass bottles, expresses the degree of lightening of a productby relating its weight to its capacity, and is calculated as follows: weight / volume ^0.8. Applying the 0.8 power standardizes the calculation,
whatever the capacity of the glass bottles.
43
See chapter 2.2.14 Developing glass reuse.

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2.2.1. Be a major player in the circular economy
2.2.1.1. Governance
Roles

Name of bodyu Executive Committee

Strategy definition

Quality standardisation

Network organisation andstrategy steering

Support for strategy
implementation

Ownershipu Industrial Department

Main work in 2023
Defines the cullet strategy, particularly pertaining to

u Verallia’s priority areas (collection, processing, partnerships,
etc.)

Defines investments pertaining to the cullet treatment
centres.
u Oversees the deployment and implementation of the cullet
policy.
Oversees the deployment and implementation of the cullet
policy.
Strengthens
centralised management by deploying thestrategies defined by the Executive Committee. It achieves

u Purchasing Departmentu this through the systematic, real-time sharing of actions to

u Quality Departmentu the Group’s entities and plants.

u Cullet committees

In constant contact with Group and local teams. Oneu meeting per quarter per entity, except for South America(monthly meeting).

u Collection committee

Provides guidance in countries that do not yet have maturecollection systems in place for cullet.
u Number of meetings: Two, namely one per semester, and foreach strategic decision.

u Employees

In South America, the cullet correspondents approachedlocal administrations to develop glass collection systems via
u hundreds of containers installed and managed in large
cities and tourist areas. At the same time, awareness-raisingactions about recycling were carried out.

implement within the entities against the backdrop of anincreasingly dynamic market.

Rolls out cullet standards specifications to be used by all of

(1)

(2)

(1) Operations Director and Technical, Quality, EHS, and Purchasing Departments(2) Chief Executive Officer, Industrial, Quality, Purchasing Departments and Verallia cullet treatment centres

2.2.1.2. Policies & performances
The Verallia EHS policy incorporates a Chapter dedicatedto the circular economy with the objective of reducing theGroup’s environmental footprint. This policy is structured
around four pillars:lproduce packaging that is 100% recyclable and can berecycled ad infinitum;94

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTlpromote glass recycling at every opportunity, targeting
employees and external audiences;l

protect natural resources;l

improve our energy consumption and reduce emissions
at all our production sites.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
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2

Be a major player in the circular economy
Key commitments and objectives
Maximise the use of cullet in our products
Objective : Reach a rate of 59% in the use of external cullet inour production by 2025 and 66% by 2030 (vs. 49% in 2019)

Monitoring indicators
Rate of use of external cullet inglass production

2023

(1)

2022

2021

54.1%

55.7%

55%

1

0

0

Develop our capacity for reuse
Objective : test at least one pilot reuse project in France by2025.

Number of pilot projects(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

In 2023, Verallia achieved 54.1% of external cullet in its
production, or around 4.7% more compared to 2019, thereference year, and at constant scope (i.e. excluding
Verallia UK). With the inclusion of the two Verallia UK plants,
the Group achieved an integration rate of 53.9% in 2023.
l

In 2023, Verallia entities in Western Europe (within thesame scope as 2022, i.e. excluding Verallia UK)
integrated
60.3%
ofexternal
culletin
their
manufacturing, compared to 62.4% in 2022. The cullet
rate decrease occurred mainly in Italy, Spain andPortugal, due in large part to a lack of availability.

l

In Latin America and Eastern Europe, despite asignificant gap in collection system maturity comparedto Western Europe (80.1% of glass collected for recyclingin Europe in 2021 vs. 25% in Brazil and 33.7% in Chile forthe same year), the Group's plants integrated 30.3% ofcullet in their production in 2023 versus 26% in 2022. This is
attributable, in particular, to the actions taken to
improve collection in South America, as described inchapter 2.2.1.5 "Contribute to raising awareness on glass
recycling and its development”.

lDuring their first year with the Group, the two Verallia UK
plants (formerly known as Allied Glass) made strides intheir use of external cullet, with a rate of 47.2% in 2023
compared to 44.5% in 2022. It should be noted thatthese two sites produce mostly flint and extra-flint glass,which limits the amount of cullet that can be used.

l

It is also important to note that, while the Group did notmeet its objectives in 2023, the situation improved
considerably over the year. At constant scope(excluding Verallia UK), Verallia achieved an overall
rate of cullet integration of 55.3% in the second half ofthe year, and 57.1% in the fourth quarter. In Western
Europe, it was 62.2% in the second half of 2023 and64.1% in the fourth quarter of 2023. These figures confirm
there has been progress since 2022, and signal an
upward trend in 2024.

lFinally, Verallia forged ahead with its strategy to secure
cullet sourcing with seven new cullet treatment centres :the acquisition of six cullet treatment facilities on the
Iberian peninsula, five of which belonged to the
Santaolalla Group and one Joint-Venture, Revimon.
Verallia now owns 19 cullet treatment centres, with 16 inWestern Europe and total cullet production capacitythat covers around 50% of its cullet consumption in theregion. We are convinced that this verticalconsolidation strategy is an essential lever to meet ourvolume and quality goals. All our cullet treatment
centres will undergo more and more continuous
improvement measures to enhance their processes andequipment,
boost
their
volumeandquality
performance, and maximise the availability of all typesof cullet: flat, mixed, green, amber, and white.

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2.2.1.3. Action #1: Maximise the use of cullet in our products
Cullet to reduce our carbon footprint
Cullet reduces the consumption of natural raw materials(sand), and synthetic materials (sodium carbonate) which
has a direct impact on preserving natural resources. It also
reduces CO2 emissions on two levels: it decreases theamount of energy consumed for melting, hence the CO2
linked to energy consumption. It reduces the use of raw
materials, the melting of which also generates CO2
emissions. As a result, increasing the share of cullet saves
energy and raw materials, which are for the most part,natural. For each additional 10 points of cullet used, thefurnace's energy consumption is lowered by 2.5% and its
CO2 emissions by 5%.

The percentages are given strictly for informational
purposes and are subject to variation.

Invest in cullet treatment facilities
Verallia is recognised for its expertise in household glass
recycling. Today, the Group operates 19 cullet treatment
centres which transform collected glass into furnace readycullet. Sixteen cullet treatment centres are located inEurope, while three others have been built inside
manufacturing plants in Russia, Chile and Argentina.
The increase in the external cullet rate between 2019 and2023 (from 49.4% to 54.1% at constant scope) reduced theuse of virgin raw materials and reduced the energy
consumption of our furnaces.
In 2023, we integrated 130,000 tonnes of additional cullet
compared to 2019, which is equivalent to 31,500 tonnes of
44
CO2 not emitted .

Verallia has an eye to the long term when investing in its
cullet treatment centres. This involves improving the cullet
processing procedure (better quality, better yield,
minimum waste) and therefore increasing cullet integration
into production.
In 2023, the Group focused on the type of cullet produced
in its existing treatment centres, especially with a view toincreasing the production of white cullet in Western
Europe.
Over the 2022-2023 period in France, Verallia invested €10
million, in particular to bolster its capacity to sort whitecullet.
Verallia also embarked on a major renovation of its historicfacilities at the treatment centre in Rozet-Saint-Albain,
France, including screening equipment, crusher, newdryers and aspiration. The work took five months, and its
goal was to increase the efficiency of the cullet treatment
centre, to enhance the quality of cullet, as well as toimprove working conditions (dust reduction).

44

Calculation based on the assumption of 100% gas furnace operation. The CO2 reduction results from the reduction of energy and the
reduction of carbonaceous raw materials.

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Enhancing the circularity of glass packaging

In 2023, the joint venture with TM Alcudia Reciclatges, aleader in cullet treatment on the Iberian peninsula which
already co-owns with Verallia a cullet treatment centre in
Spain, took a step forward by adding a cullet treatment
centre in Portugal, Revimon. Beginning in January 2024, thecullet treated at the Revimon centre will supply the Verallia
plant in Figueira da Foz with an annual production
capacity of 70,000 tonnes of cullet. It will also be able tosort white cullet to maximise integration in furnaces.

2

In addition, Verallia bought a treatment centre near Seville(Infiniver) with an annual production capacity of 60,000
tonnes. This plant will be upgraded in 2024 to meet thestandards of Verallia cullet treatment centres.
Finally, with the acquisition of five plants from theSantaolalla Group, Verallia now owns nine cullet treatment
plants in Spain and Portugal, which makes it in the region
the biggest player in processing and recycling flat andcontainer glass.

External cullet integration per color at a Group level

Changes in governanceIn 2023 Verallia updated its operational management ofcullet in France, Italy, Spain and Portugal by forming
operational entities in charge of all cullet-related activities:
purchases of raw cullet, internal processing at Verallia
centres or by external providers, logistics management offlows and, of course, performance in terms of volume andquality. The goal of this new organisation is to boost
efficiency and coordination while developing a system ofoperational excellence around the management of cullet,
which is a strategic resource for the Group.

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The three main objectives are to:(a) Collect more by strengthening partnerships with glasscollectors, external processors, eco-organisations, local
authorities, customers and manufacturers.
(b) Improve the quality of collection, especially toincrease the quantity of white cullet collected.
(c) Maximise the quality of treated cullet and minimise
waste generated by the treatment process byinvesting in the best technologies.

This organisation will be gradually rolled out to the otherdivisions, in conjunction with the expansion of culletrelated activities.
It should be noted that in Latin America, the cullet
committees, whose members include the Director ofoperations and Group cullet purchasing director, havebeen meeting on a monthly basis since January 2023 (theyused to meet quarterly) given the central role of cullet inour decarbonization strategy.

g Outlook
The Group is committed to continuous improvement andhas identified several areas for improvement in the coming
years:
l the progressive renovation of its cullet treatment
centres, particularly the sites purchased in 2023, to bringthem in line with Verallia standards.
l Capital expenditures (around €22 million in 2024 and2025) are also planned for all the other cullet treatment
centres to boost performance and equip them withnew processing technologies.
l To increase the amount of cullet collected, Verallia will
carry on in 2024 with the capital expenditures andactions taken in 2023, This notably entails the installationof new collection containers in South America (Brazil
and Chile).

The focus on quality will continue to be a top strategic
priority for Verallia:
1. For cullet entering glass production plants, the same
quality controls will be imposed on cullet supplied by
Verallia centres and by external centres;
2. Identical procedures for qualifying processes andquality will be applied to all suppliers, both internal andexternal. This means the adoption of the sameprocedures for product quality control and identical
recommendations relating to the detection equipment
to install in each cullet treatment center.
l2.2.1.4. Action #2: Develop glass reuse
Because it contributes to decreasing CO2 emissions andmore broadly to reducing our environmental footprint, thereuse of glass packaging is one of the levers of Verallia’s
CSR strategy. It aligns perfectly with the tenets of thecircular economy and with the 3Rs: reduce, reuse, recycle.
We are reducing the use of virgin raw materials andenergy to produce reusable bottles and jars. These can bereused for 20 to 40 cycles depending on the application,then recycled to become new glass packaging. Verallia
has been a forerunner in the area of reuse, with the
adoption of a CSR strategy that includes the goal to haveat least one reuse pilot project in France by 2025. It will bea pioneering project in the "test and learn" spirit that goesbeyond designing glass packaging.
Glass, the perfect material for reuse?
Glass is particularly well-suited to reuse because it is inert,
even after several cycles of conditioning, collection and98

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

washing. It is rigid and transparent, and lends itself toefficient inspections prior to re-entry on the market forreusable glass in compliance with the highest quality
standards. These unique properties mean that reusable
glass packaging can go through several dozen cycles.
Reuse, state of affairs:
Historically, the reuse has been practised in cafés, hotels
and restaurants where glass bottles are often returned forrefunds. Among end consumers, reuse is more developed
in some of the Group’s geographic markets, in particularGermany, but there is also demand in France, Italy andSpain, although reuse logistics are not yet mature in thosecountries.
Reuse is only a viable model when it is apprehended in asystematic way, which is what spurs us on to work in close
collaboration with all players in the ecosystem.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Enhancing the circularity of glass packaging

Our actions taken for reuse in 2023 :The Re-use Lab which was first held in France in 2022 madea strong return with a second edition in Milan, Italy, in
March 2023.
This iteration brought together 90 participants from manydifferent backgrounds: customers from numerous markets
and of all sizes, as well as reuse start-ups and experts. They
were united around a common pursuit – that of making
reuse an economically and ecologically viable solution.

2

Verallia participated in this investment and shared its
technical expertise on various points to help the young
business scale up. The shared objective is to provide ahigh-quality service to foster the emergence of a national
reuse industry that would cover large- and mid-sized points
of sale and a wide range of products. This project illustrates
Verallia's commitment to exploring new opportunities tostrengthen and promote the glass circular economy.

The Re-use Lab was a success, and all stakeholders viewthe topic as a priority for the years to come. Verallia Italy
stayed in touch with the Re-use Lab participants after the
event, which will spawn new partnerships.
Given the current legislative context in Italy, it seems
premature to envision a reuse structure set up by Verallia.
The goal is, first, to create a network of experts andpartners to facilitate a dialogue on the key issue of reuse
and to maintain our position as a pioneer in the reusemarket for potential developments in the Italian market.

Reuse of wine bottles in Germany

BOUT'A BOUT', the first reuse project, in France in 2023
The majority of Verallia France's customers are notequipped to reuse their packaging, which is what
prompted Verallia France to form a partnership with Bout'à
Bout'. In October 2023, this Nantes-based start-up foundedin 2016 opened up France's largest center for washingglass containers. Bout 'à Bout' is active in three areas:lhelping producers transition to reuse;lcollecting empty bottles from businesses in the Pays-dela-Loire and Brittany regions; andlwashing, then re-delivering clean bottles.

Bout 'à Bout' is at the forefront of reuse in Western France,with just under 100 producers and more than 160
merchant-collection points. At present, the main productdistributed via this reused glass network is local craft beer,
but other products include fruit juices, milk, wine and cider.

Verallia Deutschland AG has invested in the developmentof a global concept that includes a new, reusable 75centilitre wine bottle and a six-bottle carrying crate. This
enabled Verallia to establish its own national pool ofreusable bottles, making it a provider of delivery, cleaning
and return logistics services in Germany.
The idea is to offer consumers wine in an elegant, exclusive
glass bottle that is sustainable and reusable. The new 75centilitre bottle has a sophisticated look and is made fromrecycled glass. It is offered in two different colours. Great
care was taken to design a standard glass package thatworks will with all types of wine. Small-scale winemakers
can also benefit from using reusable bottles anddepositing them in the reuse pool to have them cleaned.
In parallel, the format gives bottlers a variety of decoration
options and meets the specific demands of a robust,
reusable container. The bottles can be filled with wine andsparkling wine with carbonation levels ranging up to 4 g/l.

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The weight of the reusable bottle has been optimised to
be 20% lighter than comparable reusable glass bottles,
which saves resources, consumes less energy during
production and reduces the environmental impact oftransport. The new format is compatible with existing fillinglines.
The transition from single-use bottles to reusable bottles in
the wine sector makes it possible to leverage the potentialof a "double circular economy", by reusing bottles up to 50
times before they are recycled in their entirety. In
Germany, manufacturing green glass bottles allows for arate of external cullet integration of 86%.
The carrying crate is also optimized. It can hold six bottles
without damaging them while optimising the visibility of
their labels.
Market studies have confirmed that there is consumer
demand for environmentally friendly wine packaging. Thus,
the new reuse cycle is aligned with consumers' heightened
expectations in the area of sustainable development andis positioned as a key investment and innovation to protect
our environment and climate.

#REBO2VINO reuse project in Spain
Verallia Spain is part of an operational group overseen by
the Spanish Wine Federation (FEV) that is helping todevelop the innovative project #REBO2VINO. Its objectives
are to:lanalyze the feasibility and impact of a glass bottle reusesystem for the Spanish wine industry by applying theprinciples of the circular economy; andldesign and validate a standard reusable bottle style tofacilitate the deployment of the system in Spain and towork towards approval at the European level.

Verallia is the glass manufacturer that made all the bottles
currently used in the hotel and catering sector. The
REBO2VINO project has received around €600,000 in aid
from the European Agricultural Fund for Rural
Development with funds from the European Recovery plan
(NextGenerationEU). The work is scheduled to run throughMarch 2025. A key milestone will be reached in 2024, when
it will be possible to analyze the impact of these reusablebottles in terms of reducing emissions.

On 15 November 2023, the organisation Deutsche
Umwelthilfe (the most recognizable environmental nonprofit in Germany) and Initiative Mehrweg handed out
their annual reuse innovation awards to four projects,
including a system to reuse wine bottles implemented by
Verallia Mehrweg GmbH.

The first tool for comparing the environmental impact of
reuse
Reuse is often perceived as a practice that saves morecarbon than single use, although reusable packaging isheavier and subject to more transport. To enable ourcustomers to decide which is the more virtuous option,
Verallia France developed a customized modelling toolthat was audited in 2023 and is now being rolled out.
For example, according to the tool, a bottle manufactured
by Verallia France, then filled in France, with local
consumption and local washing was considered for reuse.
Findings demonstrated that reuse can slash the CO2
45emissions associated with glass packaging fourfold.

45

Calculated by the Verallia comparator, for beer bottles reused over 20 cycles that weigh 20% more than single-use bottles, and abeverages distribution distance of 100 kilometers.

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2

Design of a new reusable product range
Verallia France has been working with Citeo and designer Fabrice
Peltier since 2023 to develop a range of standard reusable
packaging. These products will feature engraving on the neck toprovide information and to facilitate the emergence of reusereflexes among French consumers. The first designs developed by
Verallia are a 75-cl beer bottle and 720-ml jar. They will be marketedin 2024 after a phase of testing under real-life conditions helmed by
Citeo. This range will soon be built out to cover other markets.

g Outlook
As planned in our CSR roadmap, we teamed up with Bout'à Bout' to initiate a reuse pilot project. We are helping todemocratise reuse so that our customers can also experiment with this tool to decarbonise glass.
In 2024, under the auspices of Citeo, the first national range of reusable glass packaging will be introduced to the French market.
The next Verallia Re-use Lab will take place in Brazil in March 2024.

2023 Highlightsl

Our goal for 2025 – to develop an initial reuse pilot project – was achieved in 2023 with Bout'à'Bout

2.2.1.5. Action #3: Contribute to raising awareness on glass recycling
and its development
Glass is a material that is 100% recyclable and can berecycled ad infinitum. The use of cullet in glass production
makes it possible to limit the use of natural resources (virgin
raw materials) and energy (melting down cullet demands
less energy than what is needed for virgin raw materials).
This sustainable circle is rooted firmly in the principles of acircular economy and also allows us to accelerate theprocess for decarbonising our activities. One of thefundamental links of this virtuous circle is glass collection
and recycling.
Verallia's teams are engaged in raising awareness on glass
recycling and its development. The maturity of glasscollection practices varies widely across countries. In
Europe, collection infrastructure is mature. Verallia is fully
on board with awareness-raising projects, and partnerships
with glassmaking associations in particular, to improve thequality and quantity of glass collected.
Glass collection is less mature in South America, therefore
Verallia is actively participating in the implementation ofglass collection solutions and events to raise awarenessaround recycling.

46

Contribute to recycling household glass in
Europe: A segmented approach and customer
examplesIn 2021, 80.1% of glass packaging was collected for46
recycling . In 2018, the collection rate was 76%, then 78%
and 79% in 2019 and 2020 respectively. The rate ofincrease is slow, but steady, and must continue along theentire value chain.
Still, it is important to note that not all of the glass collected(also known as raw cullet) is integrated into furnaces in the
packaging glass industry to produce new glass containers
in Europe:lThis is because raw cullet must be processed (i.e. screened
to remove foreign debris and sorted by colour) before it isfed back into furnaces. This process generates losses ofabout 15% on average. The Group's best centres havefocused on controlling their treatment processes andsorting technologies to reduce the rate of loss to 5%, which
in turn increases the volume of cullet fed into the furnaces.
With its continuous improvement and investment policies at
its cullet processing centres, the Group aims to achieve thesame level of performance at all its own treatment centres,
as well as those of suppliers.

Most recent data published by the FEVE in a 2023 press release. Data in Europe, average recycling rates for all European countries.

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Sometimes it is easier to use the raw cullet in otherindustries that do not require special processing. For
example, some of the packaging glass collected goes
into the production of glass wool or filtering materials, oris simply used as construction fill in civil engineering
projects. The amounts not reused by the packaging

glass sector vary extensively among countries, and areusually a function of the quality of the glass collection
and cullet processing chains.
It is paramount that the Group and the entire packaging
glass industry minimise these two kinds of losses

Source: https://feve.org

Close the Glass Loop vise “Close the Glass Loop,” a multistakeholder partnership, aims for a collection rate for glass
packaging post-consumption of 90% by 2030. As areminder, “Close the Glass Loop” is a European projectthat brings together all players in the glass value chain witha view to increasing the glass collection rate.
To help reach this European objective, in 2022, Verallia
carried out various actions to raise awareness among thestakeholders in the recycling chain, which it repeated in
2023.
l

In France, the Group organised Glass School events in
our Everglass treatment centres to raise awareness102

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

among customers and partners of the importance ofrecycling glass and to educate them on the complexityof recycling and technological advances (including
sorting).
lAround the world, Verallia participated in local
awareness-raising campaigns in elementary schools inorder to reach children of younger ages.

l

We co-developed communications tools with ourcustomers to raise awareness of glass recycling, such aslabels to indicate that packaging is 100% recyclable or
how much recycled glass it contains.

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Collaborations driven by the goalof 100% circularity

2

Finally, a project carried out in partnership with the start-up
Valora led to the collection of 127 tonnes of glass in
Brazilian condominios (commonhold flats).

In France, Verallia, Maison Hennessy and Veolia, allcommitted players in the Charente region, arejoining forces to enhance the circularity of glass
packaging. The shared goal of the three partners is
to recycle, recover and reuse glass scraps from spirit
bottles to transform them into new glass packaging.
Because it is a material that can be endlessly
recycled with no loss of quality, glass is at the heartof this initiative, underpinned by one of the mostefficient and circular sectors in France
The Everglass treatment centre in Châteaubernard,
which is near the glassmaking plant in Cognac, will
now receive the extra-flint glass scraps from the
Maison Hennessy bottling lines so they can berecycled and converted into cullet for reintegration
into Verallia's glass furnaces. This arrangement enables
Maison Hennessy to ensure that the cullet from its
bottles, which was previously used for otherapplications, is effectively reintegrated in the
production chain to make new glass packaging, andto contribute to the collective effort to enhance thecircularity of glass packaging.
As a leader in collection in the Charente region,
Veolia is a critical partner in this virtuous circle. By
recovering glass scraps from the Maison Hennessy site
and transporting them to the Everglass centre, Veolia
is advancing the waste recycling process.

Bianca Silva, CO2 & recycling project analyst
for Verallia Latin Amrica.

In Argentina, the Vidrio, una acción transparente
programme has been running continuously for 11 years
and grown from two to over 40 recycling bins. Glass iscollected throughout the year,

Contribute to the collection of household glassin Latin America
In Brazil, according to the national glass industries
association (Abividro), only 25% of glass was recycled in
2021, and 75% ended up in a landfill. Verallia’s objective isto develop glass collection in Brazil, and more broadly in
the Latin American countries in which we operate,
Argentina, Brazil and Chile. Alongside the excellent work
already being done by cooperatives and their positivesocial impact, we developed the Vidro Vira Vidro programin partnership with Massfix, the Brazilian leader in glass
packaging recycling. Since the project launch in January2022, a total of 657 glass bins have been installed in 41
Brazilian cities, enabling the collection of 3,384 tonnes ofglass. The project was so successful that we plan to install
1,600 glass collection bins by the end of 2026.
The café, hotel and restaurant sector has great potential
for glass collection. We are therefore actively working in
partnership with the start-up Arco Residuos to collectempty bottles. To date, 90 tonnes of glass have beencollected through this project in Porto Alegre (Brazil).

The Campanas programme in Chile succeeded incollecting approximately 2,000 tonnes in 17 towns in 2023,
which amounts to an average monthly increase of 50
tonnes compared to 2022. Thanks to strengthened
partnerships with suppliers, the overall volume collected in
Chile grew by 6,000 tonnes versus 2022.

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Partnership with glass associations
Throughout the year, Verallia takes advantage of all
events (trade fairs, launches, customer events and training,presentations in schools, packaging design competitions
for student designers etc.) to encourage waste sorting andto recruit new recycling ambassadors.
Verallia works in partnership with glass associations (FEVE in
Europe, Abividro in Brazil), local authorities, glass ecoorganisations (Citeo in France, Ecovidrio in Spain, COREVE
in Italy, British Glass in the United Kingdom), and cullet
treatment companies.

In 2023, Verallia continued its work with the European Glass
Packaging Federation (FEVE) on several projects:lStéfano Cassano, Verallia’s cullet purchasing director,
chairs FEVE’s Circular Economy Committee. This
committee focuses on lobbying actions aiming to
improve glass collection systems in Europe and to
replicate existing best practices.

In view of the new European regulation on packaging andwaste, Verallia is working to highlight the strengths of glass
as a packaging material. Glass is a material that can beextensively reused, endlessly and entirely recycled with no
impact on its organoleptic properties, which means it fulfills
one of the major objectives of the European Commission,that all packaging be recyclable and/or reusable.

g Outlook
Verallia has undertaken a continuous improvement approach:lEach country will continue to work with local players to secure the supply of cullet and ensure the best glass recycling
possible (quality and quantity);lVerallia will collaborate with local communities and customers to step up awareness-raising efforts on glass recycling andincrease the collection rate in Europe and outside of Europe.

lVerallia will continue to invest in its cullet treatment centres to take advantage of the best technologies available and, in
this way, optimize the quantity and quality of cullet integrated into the Group’s production.

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2

2.2.2. Develop eco-design for responsible products
Glass packaging, which is safe and inert, is a model for the circular economy because it is 100% recyclable ad infinitum.
When an eco-design approach is implemented, its environmental footprint and particularly its carbon impact, can be
reduced. Verallia launched this approach 15 years ago with a lightweight, eco-designed product range, and went one
step further through the Alpha project, which began in 2021.

2.2.2.1. Governance
Roles

Performance review

Name of body
Members of the Executive
Committee
u Group Marketing
Geographic area General
Manager CEOs

Main work in 2022

Participate in the half-yearly review and strategic steering ofu the project.

Network organisation andstrategy steeringu Department

Implement the eco-design development policy by holding
marketing meetings with the countries to track progress on
reducing the standard ranges, meeting Group objectives,u and sharing best practices.
Number of seminars: 1 (online)
Number of regular meetings: 3

Support for strategy
implementationu Group R&D Department

u strength simulations).

(1)
u Regional Directors

u monitor performance.

u Regional Project Managers

u stakeholders.

Declination in divisions

Group MarketingTechnical teams and Design

Ownership

Provides design tools tailored to eco-design concerns (e.g.,
Steer local decisions for each business unit and continuously
Manage projects and communication with all internal
Participate in group meetings and share best practices.
Provide technical support to the local project team to
excellent performance from the lightweight
products.

u Centreu ensureu Employees

u held workshops on eco-design.

During Environment Day in September 2023, some plants(1) 5 Regional Directors: France, Italy, Iberia, Northern and Central Europe and Latin America.

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2.2.2.2. Policies & performances
In 2019 the Group set a goal of reducing the average
weight of its non-returnable standard bottles and jars by 3%
by 2025. To track and reach this goal, several indicators
were considered, the main one being the Alpha47
coefficient
The Alpha coefficient is a reliable, standardised indicatorthat enables us to verify whether the bottle design has
been optimised in terms of its weight. This indicator allows
us to manage the lightweighting process for our nonreturnable standard product ranges. Monitored at the
global level, it also makes it possible to evaluate theweight/capacity ratio of glass packaging.

To achieve this goal, each year the Group’s roadmap
consists of defining the number of products to belightened, the associated target weight reduction
percentage, and the target alpha coefficient.
The method proposed by the Group Marketing
department, was validated by the Executive Committee in
2021, and carried on in 2023. Training sessions were alsoorganised by Group Marketing to enable the regions toappropriate the method and use of tools in particular.
Progress on this project is tracked during half-yearly
reviews.

Develop eco-design for responsible products
Key commitments and objectives

Monitoring

(1)

2023

2022

2021

Develop eco-conception
Objective : Reduce the weight of our standard and nonreturnable bottles and jars by 3% compared to 2019 andAlpha coefficient

15,7

15,9

16

thus achieve an Alpha coefficient of 15.5 in 2025 compared to
16 in 2019.
(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

In 2021, the Alpha coefficient remained stable thanks tolightening of part of the range in order to meet increased
demand for more responsible products. This higher
demand was counterbalanced by the launch of“heavyweight” products to satisfy the demand forsparkling wine bottles.

-1.3% decrease in 2023 further demonstrates our progress,
which lines up with the ultimate aim to reach 3% less in
2025. Over the course of the year, over 100 projects werecompleted or entered the final phase of the lightening
process. These efforts amount to estimated savings ofabout 6,000 tonnes of glass.

The 2022 Alpha coefficient showed the real impact of ouractions, with a reduction of -0,6% compared to 2019. The

2.2.2.3. Action #1: Roll out an eco-design approach to our products
Development of our eco-designed ranges:
The objective for reducing the weight of bottles wasapproved at the Group level and then rolled out in thedivision. Thus, the eco-design projects and the choice of
which bottles or jars to lighten are managed by theregional and country marketing departments, incollaboration with the sales and R&D teams. The selection
is made at the product level based on the product's
weight and use, and the affected customers.

47

Verallia offers two eco-designed ranges, EGO (Enhanced
Geometric Objects in Chile, and ECOVA (for ECOlogy and
VAlue recovery) in the other markets. Other lightweighting
projects are initiated according to market opportunities
and co-development with customers.

The Alpha coefficient, as defined in the French standard H35-077 on the geometry of glass bottles, makes it possible to express the degreeof lightness of a product by relating its weight to its capacity. It is calculated in the following way: weight/volume ^0.8. The application of
the 0.8 power allows the calculation to be standardised regardless of the capacity of the glass bottles.

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Continue eco-design of sustainable products with our customers

Get the most with the least: Bordelaise Air 300 G
Verallia is revolutionizing the timeless Bordelaise bottle with the introduction of one of the most disruptive bottles in
the market: the Bordelaise Air 300G.
This achievement represents a significant design revolution, positioning Verallia at the forefront of innovative andsustainable breakthroughs. It also reflects Verallia’s commitment to its purpose of “Reimagining glass for a sustainable
future.” Verallia summoned all its technical expertise in lightweighting to design this ultra-light, 300-g bottle while
honouring its aesthetic legacy. With a 25% reduction in weight, this bottle also unlocks savings in logistics costs. The
bottle has been launched in all countries in which Verallia operates to ensure extensive distribution and availability forour customers.
The continuous reduction in bottle weight is a significant strategic challenge for winemakers as they strive to meettheir CO2 emission reduction commitments.

Verallia France and Rémy Cointreau : a historic partnershipin pursuit of a shared environmental commitment
Verallia has been a staunch supporter and pioneer of eco-design for over 14 years, andworks in close collaboration with customers that share its goal to reduce the carbon footprintof glass, and its carbon impact in particular.
One such customer is Rémy Cointreau, which is investing to reduce its environmental footprint
and, like Verallia, to reach Net Zero by 2050. Over the last few years, the increased integrationof cullet in Verallia's furnaces has enabled Rémy Cointreau to reduce the impact of its spirits
bottles, especially the Rémy Martin VSOP and Cointreau designs, which are now made withmore than 60% recycled glass.
Moreover, the group is now implementing lightening projects across its entire portfolio. Three of
its spirits are already using lighter bottles: Mount Gay rum, St-Rémy brandy and Belle de Brillet
liqueur. These initial lightweighting projects (weight reductions ranging from 2% to 11%) have led
to reduced carbon emissions arising from glass production and from bottle transport.

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Other levers driving eco-design
In addition to the lightweighting projects that Verallia is spearheading as a result of its glassmaking expertise, the Group is
exploring other levers, such as optimising bottle design, improving the palletisation process, using more recycled materials to
manufacture and pack bottles and jars, and, finally, eliminating hindrances to recycling (such as porcelain corks or labels
too firmly stuck to the glass).

Verallia and eco-design: It's about more than just weight
To reduce CO2 emissions, Verallia is working on the eco-design of its packing materials at all levels.
Verallia Italy has launched a project to optimise the load rates of its lorries that consists in adding a layer of bottles toeach pallet, whenever possible. The project began in September 2022 with three pilot items, and continued in 2023 with
17 items in all. The fill rate (load optimisation) of lorries carrying these items improved by 14%. The complexity of the
project required the commitment of the sales, industrial and technical teams from the supply chain. It also called uponhigh customer involvement in the project, particularly to validate aspects pertaining to safety, handling and storage,
manual depalletising and adaptability of automatic machinery.

g Outlook
Eco-design is a long-term approach. Here are the next steps in the process:l

Organise the annual seminar (online or in person) with project teams from each country in attendance to discuss bestpractices, monitor project, and generate ideas that serve to develop an eco-design culture.

lStrengthen our commitment to satisfying our customers and to creating environmentally friendly products incollaboration with our strategic partners.

2023 HighlightslLaunch of the Bordelaise Air 300G, a 300g bottle that embodies our raison d'être and is one of the lightest Bordelaisebottles ever conceived with an aesthetic design.

lCustomer collaborations for the co-development of innovative products.

lDevelopment of eco-design projects to complement lightweighting.

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2

2.2.3. Optimise the use of water and packaging, and reduce
2.2.3.1. Governance
Water and waste issues are overseen by the Group’s EHS(Environment, Health and Safety) managers. They are now
working in collaboration with maintenance managers to
reduce water consumption. Senior management has

decision-making authority for investments (see thesimplified organisation chart of the EHS function in the
Section entitled “Ensuring the health and safety of
everyone”).

2.2.3.2. Policies & performances
Verallia’s strategy for preserving water resources andmanaging waste is part of a global EHS policy, whichapplies to all 34 glass production plants.
The water policy aims to act on both quantitative andqualitative aspects. In 2018, this policy was redefined, andhas since enabled alignment of all Verallia site action plansaround common objectives. As regards "initiatives toprotect natural resources", it calls for us to:lreduce water consumption;lavoid pollution caused by spills;land comply with limits on water discharge into theenvironment defined by local authorities.

The water management system is based on the “Water
Standard,” which comprises 17 golden rules to protect
water resources. These rules describe the way in which sites
must reduce their consumption, in particular through:lmaintaining the condition of their network throughaccurate monitoring of monthly consumption, periodic
inspections for leaks and connection problems, andannual checks of equipment such as plant water
networks;

lreducing losses and consumption by recovering
rainwater from rooftops and reducing losses sustained in
the water cooling circuits as well as by optimisingproduction processes. Cooling the blades that cut themolten glass to create the glass drops that will becomebottles has been optimized to reduce water
consumption by 80%;l

and reusing water, in particular deconcentration waterfrom cooling towers which is used to cool productionwaste.

The Group’s waste management policy is rolled out inannual action plans with the aim of improving control(selective sorting) and reducing waste quantities. The goal
is to meet environmental challenges while reducing theassociated costs. The aim is to share best practices and tomeasure and understand the differences observed
between sites. The analyses carried out will make it possible
to build a joint action plan to reduce waste. Since 2018,
the Group’s objective is to reach a 75% waste recycling
rate by 2025 for the scope of its 34 glass production plants.
In addition to these two policies, the Group monitors any
potential deviations by asking the plants to draft“environmental alerts.” These alerts are shared by e-mailwith all Verallia plants using a specific form. Sharing of
information compels each site to consider whether the
problem could reoccur, and prompts implementation of
preventive actions where necessary. This year, no alerts
were issued regarding water consumption or abnormal
conditions related to poor waste management.

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Optimise the use of water and reduce our waste
Commitments
Optimise water use
3

Objective : Reach 0.4 m /tonnes of packeg glass (TPG)
water consumption in glass plants by 2025

(1)

Monitoring indicators
Cubic metres of water
consumed per TPG
3

Optimise water use
Reduce waste

Total water consumption (m )Objective : Reach a 75% waste recycling rate by 2025.

Waste recycling rate

2023

2022

2021

0,50

0,47

0,53

2,765,638

2,758,494

3,108,599

75 %

75 %

68 %

(2)

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
Note: these indicators take into account all Verallia entities except for Verallia India, Verallia USA, Verallia Packaging and Verallia entities that do
not produce glass packaging (decoration plants, cullet treatment centres, etc.).
(2) Change in reporting period: In order to continue to use actual data and to adapt to the operational realities of data reporting in a timeframethat has been brought forward compared with the previous year, it was decided that, from 2021 onwards and for subsequent financial years, the“Waste recycling rate” indicator for the period October N-1 to September N would be published. This sliding period of 12 months only affects the“Waste recycling rate” indicator.

Water: Thanks to the roll-out of the method implemented
by Verallia, water consumption at the Group’s sites has
decreased since 2019, from 0.63 m3/TPG to 0.50 m3/TPG in
2023 with a target of 0.4 m3/TPG by 2025. In 2023,
consumption in m3/TPG rose.
We observed an impact arising from the construction of
new furnaces –in particular in Brazil – which caused a 40%
increase in water consumption in the country. At the sametime, we note that the volume of packed glass decreased
by around 30% in the last quarter, impacting the results in
3
m /tpg, even if water consumption decreased over thesame period.

However, all other divisions have reduced their water
consumption. We notice the significant results in the French
division, with a 15% reduction in consumption in cubic
meters compared versus 2022.
Waste: All measures to optimize waste management
continued in 2023, enabling the Group to maintain the2022 results and confirming that the target will beachieved in 2023.

2.2.3.3. Action #1: Optimise our water use through circularity
To cool down cullet or equipment and save water
resources, Verallia’s water circuits operate in semi-closed
loops. In all of its plants, water is treated and then recycled
to serve many cooling purposes. Part of the water used is
evaporated, concentrating impurities. External water isrequired to ensure the quality of the glass produced meets
customer expectations.
The largest use of water is for cooling unformed glass(production waste). Cooling water can be reused several
times in the same way, provided that for every cycle, it has
been rid of oil residue and particles and that external
water is regularly introduced to limit the concentration.
The second largest use of water is for cooling machinery(e.g., compressors). These circuits operate in closed loops
as a result of cooling towers. Another occasional use ofwater is for furnace reconstruction.

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In order to control water consumption and prioritize actionplans, the Group carries out internal benchmarks twice ayear to assess the performance of all sites. The highestconsumption plants are and will be subject to an analysis
defined in six steps:
1. Analysis of initial conditions;
2. Measurement of consumption in the plant;
3. Comparison of theoretical and measured values andanalysis of problems;
4. Assessment of the optimal level of water consumption
by establishing an action plan;
5. Implementation of the action plan and measurementof the gains;
6. Implementation of periodic verification of resolutionplans (sustainability of the management system).

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In 2022, seven of the Group’s 32 plants rolled out thismethod of analysis in order to identify the root cause ofoverconsumption. In 2023, the scope was expanded to 20
plants (of 34 total plants with the integration of Verallia UK),accounting for water stress and water consumption
criteria.
This approach made it possible to identify five broad
categories of solutions:leliminating leaks in the water networks that are mainly
the result of network age and condition;lrescaling the glass cooling system by, for example,
converting all our water circuits to closed-loop systems;lrenovating equipment (e.g., compressors) to lower theneed for cooling water which entails setting up
preventive maintenance for all our equipment;lstudying how to reuse rainwater;linstalling adiabatic coolers when we replace cooling
towers.

Example from Albi plant (France)
Albi plant deployed technical and organisational solutions
to address its water consumption challenges:limmediately eliminate leaks in the network;lmanually control adiabatic towers for better control(temperature, run-off ramps, etc);lorganise internal awareness-raising campaigns; andlmonitor daily water consumption.

These initiatives were deployed in the span of three months
and decreased water consumption by 43%. The samemodel was rolled out to all the French plants, resulting in a
15% overall drop in water consumption for the division.
Example from Pescia plant (Italy):
In 2021, Pescia site was identified as the Italian plant that
consumed the most water.
An analysis of the plant's circuits uncovered the causes of
its excessive water consumption. The action plan drawn up
in response will reduce water consumption by 36% by:leliminating leaks in the network; andlreintroducing discharge water from the compressors
and osmosis units into the main circuit.

2

Example from Essen plant (Germany):
Essen plant identified four levers for reducing its water
consumption:lmodifications to the plant’s water system, in order toreduce the water used from aqueducts and reusewater from industrial processes;loptimisation of process water pumps (water from cullet);lreuse of cooling water from the internal circuits that
initially was discharged into the wastewater networks;
andldigitisation and tracking water meters for procurement.

In 2023, the Essen plant trimmed its consumption by 11%.
Verallia Environment Day
In September 2023, Verallia organised its second
International Environment Day to focus on the theme ofwater management. The purpose was to rally our plants
around the importance of saving water and promoting theinitiatives under way. Each plant arranged activities toraise awareness and shared their water action plans
locally.
Meanwhile, the Group produced and sent to each plant a
video showcasing its water specialists in each region with apresentation that includedla review of the context, objectives and key issues in the
Verallia CSR strategy;lan overview of the five major solutions identified toreduce consumption; andlthe definition of water stress and its impacts for Verallia.

Finally, Verallia completed its first CDP Water Security
questionnaire, in addition to the CDP Climate Change
survey which we have been submitting for the last three
years. Verallia obtained a grade of "B" this year, thisgratification helped the Group to assess its maturity inwater management.
We are engaged in a continuous improvement approach,and this rating – destined to be repeated – will be an
additional metric to measure our progress.

Other ideas are under consideration, in accordance withroll-out of the method of analysis.

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g Outlook
Following the same rationale as for safety and quality issues,
the “Water Standard” and the method for analysis defined in
2024 will be rolled out site by site. Local teams will receive
support in the form of coaching on this topic. Any major
incident will be the subject of a root cause analysis, which will
enableadjustments
to
be
made
to
standards
implementation, or even the standards themselves.
Furthermore, the 20 target plants will be able to develop
their solutions to reduce water consumption using amethod similar to the one applied in 2023. The choice torescale water networks will continue to take into accountthe water stress criterion (see table below updated in
October 2023, source: Aqueduct Water Risk Atlas). This
indicator corresponds to the ratio between total water
samples taken and renewable procurement available
from surface or underground water. Of all the 34 Verallia
plants, 10 are located in "high” or “extremely high” water
stress risk areas. These 10 plants are now applying themeasures defined to reduce their water consumption and
7 are already below the 2025 target of 0.4m3 of water
consumed per tonne of glass packed. The three other112

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

plants concerned have as a priority to reduce theirconsumption from 2024 by applying the water standard.
Finally, additional avenues are being explored for 2024,
including replacement of the systems' cooling towers withadiabatic cooling towers. This would make it possible toreduce a plant's water consumption by 40% to 50%, while
also reducing the risk of legionnaires’ disease. Unlike a
cooling system with high yield that leads to a lot of water
evaporating, an adiabatic system removes heat byevaporating water in a stream of air. Ambient air is forced
into a heat exchanger and suffices for cooling the water
without it evaporating. However, the cost of theseinvestments and the surface area needed to install an
adiabatic cooling tower are two to three times higher thanfor a closed- loop cooling tower.
According to 2023 water consumption, some plants will be
required to study the possibility of installing an adiabatic
cooling tower. This will also apply to the construction of
new furnaces.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
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2

2.2.3.4. Action #2: Limit our discharges into water
The Group has set out its requirements for the protection of
the natural environment in its “Water Standard.” To avoid
accidental pollution, the sites must ensure that:l

all product storage is properly labelled;lwater retention tanks are installed and their condition ismonitored;lrun-off water is of suitable quality.

The quality of water discharges is ensured through themeasurement of effluent quality by independent
laboratories. The sites ensure that their monthly wastewater
discharges comply with the regulatory limits defined by theprefectoral decrees.

In parallel, microbiological analyses are performed aroundthe cooling towers on a monthly basis, which serve to
confirm the absence of Legionella pneumophila.
A single incident was detected in 2023 with an increase inLegionella pneumophila in the process water at one site.
This deviation was detected at a very early stage whichmeant the problem could be addressed promptly byapplying the predefined response plans and before there
was any risk of contamination. Verallia will continue
bolstering this monitoring process and the corresponding
response plans.
The Group will continue to comply with regulations in force
in each country by taking periodic measurements.

2.2.3.5. Action #3: Reduce waste produced and optimise waste management
Glass plants generate waste at various stages of the
production process, which Verallia works to limit andrecycle. Verallia’s business generates two main types ofwaste: “normal” waste (metal production moulds, pallets,
plastics, etc.) and waste related to “plant furnace repairs”– mainly refractory waste.

Reduce waste
In 2023, Verallia carried on with its project to reduce thevolume of its waste by maximizing its efforts on “usual”
waste:
lcollection of data to build a benchmark on the volume
of waste per site and per category of waste. Thisbenchmark is updated in March of each year;lprioritization of sites according to the volume of waste
generated;lroll-out of action plans by plant; andlstandardization of recycling definitions.

Depending on the type of waste generated, action plans
related to waste recycling are adapted. They vary byplant and region. For example:lin France, plants fill salt mines with the dust fromelectrostatic precipitators (in the past, this dust wasconsidered hazardous waste and buried);lGerman plants are generalizing the use of centrifuges torecover used oil.
Testing is also under way in some plants to reuse cullet
sludge for reintroduction into the manufacturing
process;lcertain plants have adopted reusable rags and/or
gloves that are picked up by a contractor which cleans
and returns them to the site to avoid generating waste;lother plants are setting up a system to repair pallets inorder to reuse them and limit the costs associated withdisposal.
Together these initiatives are eliminating or reducing waste,
which has a positive impact on the overall volume ofwaste generated by the Group.
Each site, under the impetus of the Group, has set up
indicators and is working on local solutions to recover or
reduce its waste.
This reduction project, initiated in 2021, will continue in
2024. Alongside it, the Group also kicked off a process toimprove selective sorting in its plants.

Recycle waste
In 2023, the Group achieved an average recycling rate of
75% with considerable variations among plants, which
underlines the need to educate teams on waste
management. That is one of the Group's objectives for2024. In addition to the rate of recycling, Verallia now also
tracks the rate of waste recovery. The rate of recovery
measures waste that is recycled, as well as waste that isreused in other ways, such as waste incinerated to
produce energy. The goal is to better account for all theways in which waste is recovered by the sites and thus
pinpoint the actual proportion of waste that is reused. In
2023, the Group's rate of recovery was 80%.
Over the same period, fewer tonnes of waste were
produced: the total waste volume in 2023 was down 21%.
The reduction in the overall waste volume and the steadyrate of recycling attest to the effectiveness of the actions
put in place. Decreasing the total amount of waste goes
hand in hand with good waste management at the sites,for "the best waste is the waste that was never produced".

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To better manage selective sorting, Verallia’s environment
network mapped out the streams of internal waste to
identify them. The goal of this mapping tool is to enable
the waste and sorting management processes to becontrolled before kicking off more ambitious initiatives. The
tool involves:
lidentifying each type of waste generated;lmarking waste bins on a map of the plant in order tolook at internal organisation from a wider point of view;lplant management makes note of anomalies inselective sorting in the plant, and adds notes to themap. This process calls to mind the “Waste Gemba
Tour” that began in 2021, during which operational
deviations related to selective sorting are identified; andlcalculating the "Break Rate", which is the ratio between
the number of bins poorly sorted and those that havebeen correctly managed, in order to determine priority
initiatives.

The objectives of this tool are to set up common
management rules based on visual management,
reorganize internal waste disposal areas, and share bestpractices between plants. In 2023, waste flow mapping
was rolled out to 53% of sites to highlight some of theirwaste sorting problems and identify actions to address
them. This tool will be deployed to more sites in 2024.
It is also used to draw up action plans and to share bestpractices. In France, for example, mapping has been
completed at all sites, which resulted in the creation of the
BlueBook, a compilation of all the actions taken and bestpractices identified to reduce or eliminate waste.
The tool also brought about the "Environment Gemba
Tour", previously known as "Waste Gemba Tour". These tours
are meant to allow managers and team leaders to makeregular visits to the field to detect any anomalies affecting
the environment. For example, they address sorting issues
and show all other environment-related problems.
The theme of the Environment Day organized by Verallia
on 18 September 2023 was water. However, some sites also
included local activities geared at waste. The plant inGazzo Verones (Italy), for example, conducted awarenessraising on waste.

Manage our discharges into the air
48

The emissions released into the air by Verallia sites aremonitored constantly. Each site is subject to maximum
limits for emissions that are specific to it. These are definedby local legislation and site configuration, particularly the
number of furnaces. Atmospheric emissions of SOX andNOX are monitored very closely and two methods are
employed to measure them:leither the plants continuously monitor SOX and NOX
and submit the results directly to the local authorities;lor the plants take periodic measurements on a regularschedule and ensure they conform to local regulations.
Verallia’s objective is to comply with these limits, nomatter the operating conditions. The Group makes
adjustments to technical equipment where necessary,in order to ensure compliance.

In the event that emissions thresholds are exceeded, theGroup has set up a warning device to mobilize Verallia
experts in order to re-establish compliance as quickly as
possible (per the ISO 14001 standard method). In 2023, theGroup recorded just two instances of exceeding the limit
for an hour, both of which were resolved within 24 hours
and in complete transparency with respect to local
authorities. No case of non-compliance was detected.

“Verallia Days” events like Environment Day are key forsharing, training and raising awareness of a topic ingeneral, and will continue in 2024.

48

The primary molecules tracked are: CO2, NO2, SO2 and electrostatic precipitator dust.

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2

g Outlook
In 2024, Verallia will continue the actions initiated with the objective of rolling out a management system based on threepillars: “Reduce – sort – raise awareness.” The Group will also pursue the deployment of the waste flow mapping tool andwill incorporate the implementation of "Environment Gemba tours", especially in Italy where it is scheduled for all sites, andwill carry on with initiatives launched in 2022, in particular to:lreport discrepancies in selective sorting practices in the plant and resolve them immediately;lenrich the content of the guide to good waste management practices for all sites; andlrun workshops during the next Environment Days event.

2023 Highlightsl

A governance structure was put in place to address water reduction projectlVerallia Day raised international awareness on water management and its challenges.

l

The France division reduced its average water consumption by 15% compared to 2022. A global action plan was
implemented at all sites in France.

l

The Group's overall waste volume decreased by 21% in 2023.

l

The waste mapping tool was rolled out to 41% of Group plants.

l

The "Environment Gemba tour" was introduced in four of six divisions.

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Decarbonising our activities

2

2.3. Decarbonising
our activities
In this section
2.3.1. Reduce emissions from our sites (Scopes 1 & 2)120

2.3.1.1. Governance2.3.1.2. Policies & performances
2.3.1.3. Action #1: Increase the share of decarbonised raw materials
2.3.1.4. Action #2: Optimise the energy consumption of our industrial facilities
2.3.1.5. Action #3: Develop and invest in low-carbon furnaces
2.3.1.6. Action #4: Develop renewable or low-carbon energies

120
120
122
123
124
126

2.3.2. Reduce Scope 3 emissions(transport, materials and packaging)127

2.3.2.1. Governance2.3.2.2. Policies & performances
2.3.2.3. Action #1: Build a reliable Scope 3 emissions tracking system
2.3.2.4. Action #2: Reduce CO2 emissions from raw materials
2.3.2.5. Action #3: Reduce our packaging-related CO2 emissions
2.3.2.6. Action #4: Reduce transportation-related CO2 emissions

127
127
128
129
129
130

2.3.3. Contribute to soil regeneration

131"At Verallia, we have placed reducing our CO2 emissions at the heart of our corporatesocial responsibility strategy, through our purpose to "re-imagine glass for a sustainable
future." This is why our teams are innovating, developing and implementing solutions to
reduce all sources of CO2 related to Verallia's activities. This mobilisation is taking placeat every level of the company, on every site where the Group operates – and has
already enabled us to reduce the Group’s emissions by 15.8% since 2019."
Romain Barral, Operations Director

492023 Key Figures- 15.8% CO2 emissions, Scopes 1 & 2,
vs. 2019

49

59% certified renewable or low-carbon
electricity

Scope 3 = 37%
total CO2 emissions

Verallia results exclusive of UK

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Context and challenges
While a circular economy is at the heart of Verallia’s
activities, making it possible to take advantage of glass’
infinite recyclability, recycled materials must still be melted
in order to be transformed into bottles or jars. Today, thisoperation remains a major source of CO2 emissions for ourbusiness.

emissions reduction in line with the 1.5°C trajectory. In
parallel, Verallia is pursuing soil regeneration projects byplanting trees (see section 2.3.3) in collaboration with PUR
Projet and Reforest'Action. The goal of all these actions isto enable Verallia to see its ambition of reaching Net Zerothrough by 2050.

Verallia has embarked on an ambitious investment policy
to transform the technologies, resources, and industrial
equipment used on its sites, with the intent of drasticallyreducing its emissions. This ambition has been
acknowledged through the validation from SBTi (Science
Based Target initiative) in March 2022 for the target of CO2

In 2022, because of the geopolitical context and energy
crisis, Verallia had to increase its consumption of fuel oil in
Europe in order to limit the strain on gas procurement. Thissituation persisted into the start of 2023. To offset thenegative impact of its CO2 emissions, the Group sped up its
initiatives for reducing emissions.

Key objectives and results
Commitments
Reduce CO2 emissions fromour sites (Scopes 1 & 2)

Performance indicators
Scopes 1 & 2 CO2 emissions(kilotonnes CO2)

Referenceyear results
3,090 kt CO2 in
2019

2023
(1)
Results

Progress vs.
2022

2,603.00

-5,6%

2019

-15.8%

CO2 emissions reduction(Scopes 1 & 2) vs. 2019
Reduce Scope 3 emissions

(2)

2025
Target2,625 kt
CO2

2030
Target
1,669 kt
CO2'-5 points

-15%

-46%

1,534

-7%

<1,751 kt
CO2<1,112 kt
CO2

Scope 3 CO2 emissions(kilotonnes CO2)

1,765 kt CO2
in 2019

Share of Scope 3 emissions in
the Group’s total emissions,36%

in 201937%

stable<40%<40%Develop renewable or lowcarbon energies

Share of certified renewable or
low-carbon electricity in total
electricity consumed

34% in 201959%

+9 points

60%

90% in
2040

Contribute to soil
regeneration

Number of trees planted since2019

100,000 in
2019

513,000+100,000

700,000(2)(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
(2) Scope 3 data have been recalculated in 2024 using the current methodology. The historical value for 2019 was 1,810kt CO2 and is now 1,765kt
CO2.

- 46%

< 40%

Net
Zero

reduction by 2030 of Scope 1 & 2
emission in absolute terms(reference year 2019)

Scope 3 emissions
below 40% of total
emissions by 2030

by 2050 of
Scope 1 & 2
emissions118

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Decarbonising our activities2

Our carbon footprint,
50
since 2019 (reference year)

4,856

KtCO2

1,765

50

4,633

1,693

4,550

4,405

1,716

1,648

4,137
1,534
Scope 1
Scope 2
Scope 3 (estimated)
Scope 3 (real)

611

562

486

471

354

2,480

2,378

2,348

2,286

2,249

2019

2020

2021

2022

2023

CO2 emissions 2023 are without UK and 2023 data are entirely audited

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2.3.1. Reduce emissions from our sites (Scopes 1 & 2)
2.3.1.1. Governance
Roles

Name of body

Main work in 2023

Strategy definitionu Chief Executive Officer

u Saint Romain le Puy (France) in 2025 (after Saragossa inu Board of Directors

Approve the 2023 plan for reducing CO2, and related
investments. Approve the acquisition of 6 cullet treatmentu centres in Spain and Portugal and 1 joint-venture in
Portugal.

Coordination and monitoring(1)
u CO2 Steering Committee

Monitor progress of all projects under the CO2 plan.
Allocate resources and define priorities. Approve technicalu solutions in different areas: low-carbon raw materials,
furnace technologies. Approve the Scope 3 emissions
reduction strategy.

Contacts in the entities

Chief Executive Officers andExecutive Committees ofu each division, plant
managers and their
management teams

Prepare to launch the Group's second hybrid furnace inStrategy approval

Ownershipu Employees

2024 and the electrical furnace in Cognac in 2024)

Deploy the technologies associated with reducing CO2
emissions. Implement the Energy strategy. Implement andu monitor the Responsible Purchasing Policy.
Set up local initiatives.
All employees got involved by participating in the various
projects, as a result of heavy internal communications. In
u 2023, another Verallia Environment Day was held
dedicated entirely to presenting the Group’s actions.

(1) Members: Chief Executive Officer, Operations Director, Technical Director, Group Purchasing Director, Plan Director, Group Director in charge of
CSR and legal, Sustainable Development Director, and six project managers responsible for the various action plans.

2.3.1.2. Policies & performances
Verallia has been committed to reducing its carbon
footprint for several years now. Since 2021, the Group isalso aligned with a trajectory to maintain global warming
to 1.5°C. To achieve this, the Group has pledged to reduce
its direct CO2 emissions (Scopes 1 and 2) by 46% in 2030
compared to 2019, in other words reaching 1,669 kt of CO2
51
versus 3,090 kt in 2019 .
Two other firm commitments support this objective of
reducing Scopes 1 & 2 emissions:lmaintain Scope 3 emissions below 40% of total emissions
in 2030;lachieve carbon neutrality by 2050.

Verallia’s plan to reduce CO2 emissions is based on threemain drivers:
1. raw materials, by reducing emissions related to the raw
materials used to make glass (see the actions
developed in 2.2);
2. energy efficiency, by improving the energy efficiency
in industrial sites and develop new furnacetechnologies to reduce CO2 emissions; and3. renewable energies, by using energies that are
renewable or low carbon.
To achieve these objectives, Verallia estimated additional
investments of €300M between 2019 and 2030, based on
2021 costs. This amount will be adjusted according to
inflation over the given period.
Note that Verallia did not make use of carbon credits in
2023.

51

Without Verallia UK

120

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Decarbonising our activities

2

Reduce CO2 emissions from our sites (Scopes 1 & 2)
Key commitments and objectives
Decarbonising our activities
Objective : Reduce our CO2 emissions (Scopes 1 & 2 ) by 46%
in absolute terms by 2030 compared to 2019

Monitoring indicators
CO2 emissions (Scopes 1 & 2) (inkilotonnes CO2) and CO2 emissions
reduction (Scopes 1 & 2) vs. 2019

(1)

2023
2,603

2022
2,756

-15.8%-10.8 %

2021
2,833
- 8.3 %

2,249

2,286

2,347

Changes to Scope 1 emissions

Scope 1 CO2 emissions

Changes to Scope 2 emissions

Scope 2 CO2 emissions

354

471

486

Change in Scope 1 & 2 CO2 emissions intensity per tonne ofpacked glass (TPG)

tCO2 Scopes 1 & 2/Tonne ofpacked glass (TPG*)

0.468

0.468

0.482

Develop renewable or low-carbon energies

Share of certified renewable or
low-carbon electricity in total
electricity consumed

59%

50 %

46 %

Objective : Reach 60% certified renewable or low-carbon
electricity by 2025 and 90% by 2040

* TPG: tonnes of packed glass(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
(

In 2023, Verallia continued drastically reducing its Scopes 1
and 2 CO2 emissions, accumulating emissions of 2,603 kt
CO2 across the Group, thus achieving a 15.8% reduction
compared to its 2019 emissions (these data do not include
the activities of Verallia UK). This progress is attributable toseveral factors: a cullet rate well above the 2019 level (54%vs. 49%), the deployment of efforts to reduce energy
consumption across all production lines, and a higher
proportion of low-carbon electricity which led to the
reduction of Scope 2 emissions. However, it should be
noted that this reduction also reflects a considerable
decrease in activity, with 5,560 kt in 2023 compared to5,820 kt in 2019 (-4%). In terms of intensity, in 2023 Verallia
maintained its CO2 emissions per ton of packed glass to at
the level of 2022: 0.468 tCO2 per ton of packed glass versus
0.468 in 2022 and 0.534 in 2019.
Note: Scope 1 emissions were reduced by 1.6% from2,286kt to 2,249 kt. These Scope 1 emissions were
marginally affected by the use of fuel oil. Scope 2
emissions fell from 471 to 354 kt, a reduction of 25%. We
have thus acted on both scopes.

52

Scopes 1 & 2 CO2 Emissions (kt/year)

52

CO2 emissions 2023 without UK

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2.3.1.3. Action #1: Increase the share of decarbonised raw materials
Calcium carbonate (limestone) and sodium carbonate,
two of the main raw materials used in glass manufacture,
release CO2 when they are melted. These emissions
accounted for around 20% of the Group’s Scope 1 & 2
emissions in 2019. In order to reduce these emissions, it isnecessary to substitute these raw materials with alternative
materials that release no or less CO2. The most obvious,
easiest solution is to use cullet, which does not emit CO2
because the CO2 contained in the glass has already been
emitted during the initial melting of the raw materials.
Integrating cullet into our bottles allows us to reduce theuse of virgin raw materials and in particular, carbonatedraw materials (cf. 2.2.1.3 ).

Increase use of external cullet
As explained in chapter 2.2 on circularity, the Group first
focused its efforts on increasing the rate of external cullet
used in its furnaces. As a result, in 2023, Verallia consumed
3,011 kt of cullet (without Verallia UK) compared to 2,881 kt
in 2019, which equates to an 4.5% increase in volume. This
enabled the Group to reach an external cullet use rate of
54,1% (without UK). Although this figure is a clear
improvement over 2019, it is down from 2022 as apercentage. The increase in use of cullet made a53
reduction in direct emissions of 94,760 tonnes over 2023,
while the share of raw materials in the Group’s total
emissions dropped from 20% in 2019 to 17.7% in 2023.

The decline in the cullet integration rate observed in 2023 ismainly attributable to the sourcing difficulties encounteredat the beginning of the year. To avoid this type of situationin the future, Verallia is making upstream investments incollection and in treatment. In 2023, for example, theGroup acquired 6 treatment centres in Spain and Portugal
and 1 joint-venture in Portugal. Furthermore, the Group
continues to invest in collection, especially in Chile andBrazil, where it is installing nearly 800 containers to collectglass in a number of cities.
Lastly, it should be noted that CO2 emissions linked tocollecting and treating recycled glass are included in theGroup's Scope 3 emissions which were audited for the firsttime for the 2023 reporting period.

Identification of alternative decarbonised raw
materials
As explained above, calcium carbonate and sodium
carbonate are major elements used to make glass, but theproperties of sodium and calcium are what are requiredfor glass chemistry. The Group’s R&D teams have therefore
launched a vast project to assess available sources ofdecarbonised calcium and sodium that are compatible
with the way these elements are used in glass furnaces.
The first such source was approved in early 2023, and is
now being implemented on a large scale within theGroup.
Finally, the usage impact in terms of CO2 emissions includes
all three scopes to ensure that reductions in Scope 1
emissions do not cause a rise in Scope 3 emissions, forexample.

g Outlook
The Group will continue to bear down on all levers thatmake it possible to increase the use of cullet in Verallia’s
furnaces, with the goal of reaching 59% use by 2025 and
66% in 2030 (see 2.2).

Moreover, the Group’s short-term objective is to roll out asecond alternative raw material in 2024, and to set up thelogistics chain necessary to ensure its wide-scale use.

2023 HighlightslVerallia maintained a high level of external cullet use in 2023 and is on track for its 2025 and 2030 targets.

l

The Group continued to invest internally and externally (acquisitions) in cullet collection and treatment to support
this plan.

l

The adoption of decarbonised raw materials is under way and will continue in 2024

53

Calculation based on the assumption of 100% gas furnace operation. The CO2 reduction comes from the reduction ofenergy and the reduction of carbonaceous raw materials.

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Decarbonising our activities2

2.3.1.4. Action #2: Optimise the energy consumption of our industrial facilities
As part of the continuous improvement logic in placethrough the Verallia Industrial Management (VIM) system,
many projects are under way to reduce energy
consumption and CO2 emissions at the Company’s sites,such as regular monitoring of results and application ofbest practices across the board. This approach is foundedon the operational management of CO2 emissions, which
is supported by a monthly energy consumption reporting
system introduced in 2021. This system allows teams in eachcountry, site and division to monitor the effectiveness of
their actions and to develop new ones. It currently
concerns the Scope 1 & 2 emissions at each site. The same
approach has been implemented for Scope 3 emissions,which enabled an audit of the Group's emissions this year.

Reducing melting emissions by lowering fuel oil
consumption
Historically, glassmaking furnaces burnt fuel oil to heat andmelt the glass components. In recent years, natural gas
has gradually replaced fuel oil, which allows for a
reduction in CO2 for the same amount of energy but
requires changes to how furnaces are controlled.
In 2022, the Group had to increase its consumption of fueloil to reduce its gas consumption by the same amount, asa way to relieve pressure on gas availability subsequent to
the war in Ukraine. As a result, the share of fuel oil
increased to make up 9% of the energy used for melting at
the end of 2022 before falling to 6.5% in 2023. This shortterm decision did not alter the Group's object tocompletely eliminate fuel oil from its energy mix. With thisgoal in mind, in 2023 the Group converted one of its last
two furnaces in Italy that still ran exclusively on fuel oil. The
Group's last fuel oil-powered furnace will be shut down inthe spring of 2026.

Eliminate energy losses
The Group has implemented a program to thoroughly
identify energy losses, using different types of tools (energy
audit, equipment performance efficiency, leak detection,etc.). This program has made it possible to define loss
eradication projects for each site, projects characterised
by well-defined objectives, a dedicated team and work
schedule, and monthly industrial performance indicators.
Since each site is faced with the same objectives but
different local issues, this approach provides anopportunity to address the specific characteristics of eachsite and to disseminate these actions more quickly. For
example, in order to reduce the amount of cooling air
entering its furnaces, Verallia has developed deflectors toprotect the most sensitive areas of the furnaces from cold
air, a key source of energy loss. This new equipment isinstalled on all of the Group’s new furnaces and during
repairs to existing furnaces.

Use Industry 4.0 tools to optimise energy
consumption
As energy is mainly consumed during the melting phase,
investment in Industry 4.0 tools represents a major lever tolimit our impact on the environment. Verallia’s plants are
evolving by integrating augmented intelligence into theirproduction tools in order to achieve industrial excellence,using the fewest resources possible while increasing
customer satisfaction. Upgrading industrial facilities meetsan overall objective of controlling the manufacturing
process at every stage: productivity, energy savings,
quality, maintenance and reduction of operational risks. It
involves two major developments:ldigitisation of the Group’s industrial facilities: installing
connected instrumentation throughout the production
chain enables real-time data collection in order toregulate, stabilise and improve its industrial processes
automatically, improve the quality of its glass packaging
and, above all, to optimise energy and raw material
consumption;lfurnace control assisted by augmented intelligencesoftware: implemented at nearly all sites, this advanced
control system is based on connected instrumentation,
data analysis, machine learning and glassmaker
experience for quasi-automatic control of the furnaces.
The majority (77%) of furnaces are now equipped withsuch systems, and results can already be seen. For
example, the first year of operation showed energy
consumption gains of up to 2%.

Improve existing industrial facilities
Throughout the furnace lifespan (around 12 years), Verallia
makes improvements to reduce their energy consumption.
For example, improvements are made regularly to sealing
and thermal insulation, glass temperature optimisation,
combustion settings and adjustments to combustion air
volumes at the various sites with support from corporate
R&D teams. Finally, it should be noted that the Group is
managing this approach to controlling its energy
consumption through an ISO 50001-certified management
system for 25 Group sites at the end of 2023. Certification
efforts will carry on in 2024.

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Use flue gas heatlRe-using heat from combustion flue gas is a significant
energy source at sites. For this reason, several projects
have been deployed group-wide:
l in Burgos, Spain, Verallia is supplying steam to the
nearby Group Mahou San Miguel brewery;l in Neuburg, Germany, a steam boiler powered by
Verallia’s flue gas supplies a heat source to the city used
to heat public buildings; andin Lagnieu, France, an organic Rankine cycle (ORC)
machine will be installed on site to use flue gas heat for
producing electricity. It will be commissioned in 2024
and will produce 8,200 MWh annually on site, which
equates to 10% of its annual electricity needs.

2.3.1.5. Action #3: Develop and invest in low-carbon furnaces
Glass melting accounts for around 73% of the energy
consumed at the Group’s sites. Supplied mainly by fossil
fuel combustion (natural gas 85.2%, fuel oil 8.2%, 0.2% biocombustible and 6.3% of electricity in 2023 melting energy
consumption), melting therefore generates 79% of Scopes

1 & 2 CO2 emissions. Developing the technologies used in
the furnaces is therefore essential to integrating alternative
energies. To this end, the Group has launched several
projects.

54

CO2 Emissions : Scopes 1 & 2 details

Installation of electric furnaces at certain sites
Verallia has decided to replace one furnace at its Cognac
site with two electric furnaces, a pioneering move for glass
packaging. Today, electric furnace technology is being
used for other types of glass (perfume bottles, forexample), but not for the Group’s products. The project
aims to reduce CO2 emissions at sites by 60%.

54

CO2 emissions 2023 without Verallia UK

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It should be noted, however, that 100% electric furnaces
cannot accept more than 65% cullet integration in
production. This means that all-electric furnaces cannot be
used for coloured glass incorporating 80% or more cullet,
which accounts for about 60% of the glass packaging
manufactured by Verallia. This is why we are developing
hybrid technology in parallel, which has no limit on cullet
integration and can therefore be used for all glass colours.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
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Prioritise the shift to hybrid furnaces: target
a 50% reduction in CO2 emissions from glass
packaging production, applicable to all sites
In 2019, Verallia joined forces with other European glass
packaging manufacturers, within the framework of FEVE
on a pilot project to build the first hybrid electric furnace.
This high-capacity furnace was meant to use 80% green
electricity and allow for a 50% reduction in CO2 emissions
linked to glass packaging production. While the project
had to be put on standby at the start of 2022 due tofinancing, Verallia decided to continue independently,
firmly convinced of the importance of this technology.
The Group’s pilot project will be installed in Zaragoza,
Spain, at the end of 2024, and a second hybrid furnace will
be installed in Saint Romain le Puy, France, in 2025. These
furnaces will make it possible to validate technical solutions
for the design and operation of these hybrid furnaces
before being rolled out more broadly as of 2026 inaccordance with the furnace reconstruction schedule.

Transition technologies: “super-boosted” andoxy-combustion furnaces
technology development strategy is rebuilding furnaces
over time. In fact, furnace lifespan is approximately
12 years. Furnace design must be defined approximately
two years before it is rebuilt in order to allow plans to be2

developed and manufacturing of the components forthese immense industrial installations. This means that the
furnaces rebuilt between 2023 and 2027 will not benefit
from hybrid technology because the pilot project will nothave been finalised at the moment when the decisions tolaunch these rebuilding projects were or will be made.
To ensure that these furnaces begin to reduce CO2
emissions, two improvements developed from existing
technologies will be utilised: super-boosted and oxycombustion furnaces.
lValidation of super-boosted furnace technology isunder way at two Verallia sites, which would make itpossible to increase the share of electric power from 7%
to around 25%. This technology will be the preferred
option when rebuilding furnaces reaching end-of-life
before 2027.

l

Oxy-combustion optimises combustion by injecting
oxygen into the furnace, thereby reducing Scope 1 CO2emissions. This technology, which requires the installationof on-site oxygen generation equipment, will be
implemented on new furnaces built in Brazil and Italy.

Both of these technologies must be coupled withdecarbonised electricity to reduce CO2 emissions as muchas possible.

Comparison of CO2 emissions from Melting Energy between different furnace technologies (in %)**Assuming 100% renewable or low-carbon electricity and excluding raw material emissions.

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g Outlook
The vast majority of the work accomplished by Verallia’s
technical and R&D teams, as was the case in 2023, will
involve developing and validating new furnacetechnologies (electric and hybrid), alongside building
super-boosted furnaces with and without oxy-combustion
and in particular the electric furnace pilot project that willbecommissioned
in
2024.
These
technologicaldevelopments are at the heart of Verallia’s commitment to
reduce CO2 emissions by 46% between 2019 and 2030
(Scopes 1 & 2) by decreasing its CO2 emissions by nearly
1,000 kt in 2030 compared to 2019.

2.3.1.6. Action #4: Develop renewable or low-carbon energies
Ensuring the use of renewable or low-carbon energy is the
final pillar of Verallia’s strategy to reduce its Scopes 1 & 2CO2 emissions. While procurement of renewable electricity
is a time-honoured practice within the Group, Verallia is
now looking to increase its share in the energy mix and tointegrate new renewable energies.

Towards “greener” electricity
Electricity-related emissions account for approximately 14%of the Group’s total CO2 footprint (Scope 2 in 2023).
Sustainable access to competitive renewable energy
sources represents a significant lever for achieving our CO2
emissions reduction objective. This is why the Groupestablished a procurement strategy in 2020 that favours
renewable electricity. The goal is to reach 60% certified
renewable or low-carbon electricity in its overall mix by
2025. In the last two years, the Group signed several Power
Purchase Agreements (PPA) that will allow it to continue
increasing the share of low-carbon electricity in its energy
mix. For example, the Rosario plant in Chile has used 100%
low-carbon electricity since April 2022, while the firstcontract based on wind power was signed in Germany tomeet as much as 30% of current supply needs at four of
the Group’s sites. This objective is all the more important as
the addition of electric and hybrid furnaces to our facilities
will lead to increased electrical consumption in the coming
years.

Power generation on our sites
The Group has also decided to sign business agreementswith partners to equip some of its plants with solar panels togenerate part of the electricity consumed by production
activities. The Mondego site in Portugal began generating
electricity in the summer of 2022. In 2023, the Group's sites
in Vicsa (Spain), Carcare and Gazzo Veronese (Italy) werealso equipped with solar panels Installation is now under
way at eight other sites (five in Spain, three in Italy).
Additional projects are being considered in France.

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Depending on local characteristics, all these projects can
supply between 5% and 20% of the sites’ electricity needs
once installation is complete.
Furthermore, Verallia France has entered into a partnershipfor its Lagnieu site to install in 2024 a power generation unitthat converts waste heat and will cover up to 10% of thesite's electricity needs (see section 2.3.1.4 "Use flue gas
heat").

Prepare the way for green hydrogen
Hydrogen has been presented as a major component of
the European Union’s “Fit for 55” plan as an alternative tofossil fuels, when produced from renewable energy. The
use of hydrogen as a primary fuel in glass furnaces is a new
field, thus validating the conditions for implementing andusing it is a necessary step. To do so, the Group is working
in two main areas:l

Combustion testing, which aims to characterise theimpact of using hydrogen on performance andemissions. Initial testing took place in 2023 and yielded
positive results;l

To validate the impacts of using hydrogen over the longterm, in 2024 Verallia, with support from two partners, will
power one of its sites in Germany using coke oven gas
that contains up to 50% hydrogen. Verallia’s technicalteams will be able to validate the impact of usinghydrogen on the management and service life of glass
furnaces, thereby giving the Group comprehensive
expertise for exploiting renewable hydrogen as soon as
it becomes available. Once the operating conditions
have been validated, this project will enable reduced
natural gas consumption and 10% less CO2 emissions at
the chosen site.

Finally, the Group is also monitoring the development oftechnologies for producing green hydrogen, especially
their energy efficiency. The Group considers it important
not to transfer Scope 1 emissions to Scope 3.

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2

Biofuels as alternatives to natural gas

Carbon capture

Burning natural gas in furnaces is still the main source of
CO2 generated by Verallia plants, and replacing it with
biofuels such as biomethane would make this combustion
CO2 neutral. Several projects seeking to validate thetechnical and economic aspects of this type of fuel are
currently being studied in all the Group's countries ofoperation. In 2023, the Cognac site in France worked witha partner to commission a pilot unit that employs biomass
gasification for renewable gas production. Meanwhile, theZaragoza site in Spain has continuously used biofuels since2022 to cover 15% of its needs. The target is to power theequivalent of three furnaces with 100% biofuels by 2030.
However, the implementation of future projects is still
dependent on the availability of biofuels.

Reducing CO2 emissions is the top priority to fight climatechange. Nevertheless, it is possible that, despite theambitious scope and scale of the projects pursued by
Verallia, its CO2 emissions may not be reduced to nil. To
reach that target, it may well be necessary to turn tocarbon capture, utilisation and storage (CCUS). The field of
CCUS has not yet reached maturity, from both industrial
and regulatory angles. Many participants are working todevelop these technologies, and there is much uncertainty
surrounding their long-term viability. In order to identify
partners of interest to its business, Verallia's R&D teams
continuously
monitorthis
topic,
covering
both
concentrated and diluted emissions capture technologies,
conversion technologies, transport infrastructures, storage
andsequestration
techniques,andregulatory
developments.

2.3.2. Reduce Scope 3 emissions(transport, materials and packaging)
2.3.2.1. Governance
All issues related to Scope 3 emissions are managed by the Purchasing Department, under the governance structure
presented in Section 2.3.1.1.

2.3.2.2. Policies & performances
Since 2019, Verallia has carried out an annual assessmentof its Scope 3 CO2 emissions. On this basis, in October 2021
the Group established and communicated, its first Scope 3
emissions reduction target for 2030. It aims to keep Scope 3
emissions below 40% of the Group’s total emissions in 2030,
for total Scope 3 emissions of fewer than 1.1 million tonnes.

To achieve this objective, Verallia set out to strengthen its
system for monitoring and reporting these emissions. Thiseffort entailed implementing dedicated tools andconducting a pre-audit in October/December 2023 toensure the Group was fully prepared for its first Scope 3
audit in January 2024. At the same time, action plans weredrawn up at the Group level and in each country. These
action plans are aimed at the three main sources of Scope
3 emissions: those linked to raw materials manufacturing(primarily soda ash), to the transport of raw materials andfinished products, and to packaging manufacturing.

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Key commitments and objectives
Reduce Scope 3 CO2 emissions

Reduce Scope 3 CO2 emissions
Monitoring indicators

2023

(1)

2022

2021

Scope 3 CO2 emissions in kt CO2

1,534

1,648

1,716

Objective: Maintain our Scope 3 CO2 emissions below 40%of the Group’s total emissions

Share of Scope 3 emissions within
the Group’s total emissions, in %

37.1%

37.4

36.6 %

Reduce Scope 3 CO2 emissions

Scope 3 emissions from raw
materials in kt CO2

553

549

565

Reduce Scope 3 CO2 emissions

Scope 3 emissions from transport in
kt CO2

296

302

301

Reduce Scope 3 CO2 emissions

Scope 3 emissions from packaging
in kt CO2

107

104

159

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results

The reduction in Scope 3 emissions between 2023 and 2021
is -11%. This drop is -7% in 2023 compared to 2022. This
reduction is linked to different elements. The impact
reduction actions deployed in the various countries are
now becoming visible. We have refined the method of
calculating emissions compared with the calculations
made in 2021, in particular for packaging and low-volume
raw materials.

Breakdown of Scope 3 CO2 emissions by source in 2021
(in percentage)

While the main items (raw materials, packaging, services)
are relatively stable in 2022 and 2023, the CO2 impact oftransport and energy is reduced in 2023. This is partly due
to lower volumes. Similarly, emissions from Industrial projects
are significantly lower. Major projects have been initiatedin 2023, but will only be accounted for in 2024, once they
have been completed.

1,533,708
tonnesOther
16%
Packaging (inpurchased
goods andservices)
7%
Producttransportation(upstream,
inernal anddownstream)19%

Raw materials(in purchased
goods andservices)
36%

Sites Energy(upstreamemissions)22%

2.3.2.3. Action #1: Build a reliable Scope 3 emissions tracking system
Due to its complexity, the assessment of Verallia’s Scope 3
emissions evaluation is recent (2019). The annual
assessment required a significant amount of work to
consolidate existing but disparate data (volumes used,transport mileage, emission factors associated with thevarious suppliers, etc.) and estimates of unrecorded
elements.
To truly manage activities to reduce these emissions, theGroup had to go to great measures to establish a robust
reporting framework, in particular by designing the various
reporting elements and deploying the right tools. To thisend, the Group deployed several reporting and simulation
tools based on dynamic cross-referencing of sourcing data
(Verallia site - Supplier site), emissions factors (transport and128

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

product), as well as the volumes involved. These are
powered by the Group's internal Business Intelligence (BI)solutions. In addition, a specific tool related to Scope 3
transport developed by the company Sightness is now
operational. It covers emissions calculations for groundand maritime transport operations.
At the same time, the first Scope 3 projection models for2030 were produced this year. These models simulate thetrajectory of emissions by taking into account the actionplans put in place with suppliers, which can then be
adjusted as necessary to ensure the reduction targets aremet.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
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2.3.2.4. Action #2: Reduce CO2 emissions from raw materials
The Scope 3 emissions associated with raw materials arelinked to suppliers and to the corresponding transport. In
January 2022, the Group decided to integrate CO2
emissions as one of the items systematically taken into
account when evaluating the suppliers that are the largest
contributors to these emissions. Concretely, this takes theform of a detailed performance review of current andfuture plans to reduce emissions conducted during the
supplier selection phases. Another important criterion whenchoosing our suppliers is shortening the distance thatmaterials have to travel. Preference is given to making
procurement as closely as possible to our plants, as well as
using alternatives to road transport. Various initiatives have
led to sourcing that is closer to our plants. Verallia Italy, forexample, reduced by several hundred tonnes of its CO2
emissions linked to limestone deliveries.
For Verallia, sharing its decarbonisation trajectory is an
important tenet of strategic partnership agreements withits key suppliers. Verallia offers its support and expertise tosuppliers to accelerate their plans to reduce CO2 emissions.

2.3.2.5. Action #3: Reduce our packaging-related CO2 emissions
In order to strengthen the circularity of its activities at alllevels and to help reduce its GHG emissions, Verallia is
working on the eco-design, reuse and recycling of its
packaging, which currently represents 8% of its Scope 3
emissions.
In Verallia's plants, the bottles or jars manufactured arepackaged on pallets of varying sizes depending on thedesign of each item and the needs of its customers. Someelements are standard, such as the pallet itself, thecardboard or plastic dividers, and the heat-shrink plastic
film that ensures the water-tightness and mechanicalstrength of the entire package.
The Group has developed a network of subcontractors
based near its plants who repair damaged pallets for use
an average of 25 times before being discarded as waste.
In 2023, Verallia continued its efforts to increase the palletlife span by increasing the number of parts repaired oneach one. The purchase of second-hand pallets wasanother avenue developed in 2022 and continued in 2023
in Germany with more than 55,000 pallets. This approach isstrongly encouraged because it contributes to an evermore circular local economy.
In addition, plastic interlayers are widely recycled andVerallia collects these packaging elements from its

customers. The interlayers are recovered, washed andreintroduced into the production flow. They are used 20
times on average before they become too damaged toreuse and are processed as waste.
To tackle packaging film, the Group has been working on
two initiatives with its country purchasing and technicalteams to help lower CO2 emissions.
l

Optimize the surface area and thickness of the film usedaccording to need. In each country, strength tests
during transport and under storage conditions werelaunched. The initial results in Argentina and in Germany
showed reductions in CO2 emissions thanks to a smaller
surface area of film used per pallet.

The Group’s Purchasing Department is working with various
film suppliers to integrate a greater proportion of recycledplastic into the film composition. Today, 100% of the filmpurchased in Germany and the UK is recycled film,
generating an annual reduction of 2,000 tonnes of CO2.
The same will also be true in 2024 for all the polyethylene
supplied to Verallia plants on the Iberian peninsula (for an
expected decrease of approximately 3,000 t of CO2/year).
Strength tests conducted over the course of several
months are under way in other European countries and in
Brazil. A concentrated effort is being made to secure
procurement of recycled plastic.

g Outlook
The Group’s main areas of work to develop packaging
circularity will continue to focus on:l reducing plastic film thickness and surface area ;lusing at least 25% of recycled plastic in packaging films
in European divisions;lincreasing the percentage of substitution of new articles(pallets, interlayers) with recycled or second-handarticles.

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2.3.2.6. Action #4: Reduce transportation-related CO2 emissions
With over 16 billion of bottles and jars delivered to its
customers, and an equivalent volume of raw materials to
be integrated into its furnaces, transport and associatedemissions are major challenges for Verallia.

Replacing road transport with rail or any other multimodal
solution remains an important focus for Verallia, particularly
for its most regular routes. Several initiatives have made it
possible to limit the carbon impact:

The Group intends to favour renewable energy solutions(particularly biofuels) as well as alternative solutions to roadtransport, like rail.

lVerallia Italy finalized an agreement in the last quarterof 2023 with one of its main carriers to use 100% HVO(Hydrotreated Vegetal Oil). Applied to all the flows
operated by this carrier, this conversion will save 500
tonnes of CO2 in 2024;lOver the past two years, several road flows in Spain andPortugal have been converted to multimodal rail/roadflows, particularly for the pre-carriage of export
containers. These actions have led to a saving of
350 tonnes of CO2 in 2023.

l

In France, part of the South-North flows (from the Albi
plant) and North-South flows (from Vauxrot and Oiry)
are now carried out by multimodal rail/road. By 2023,
this will represent a saving of around 300 tonnes of CO2.
In addition, following the latest call for tenders for sea
transport in December 2023, container pre-carriage will
be handled using multimodal solutions.

The various divisions are continuing to work with their main
carriers to implement alternative solutions to the more
traditional road transport.
Where multimodal transport is less feasible, they favour
lorries powered by alternative energy with lower CO2
emissions.
The following examples illustrate the variety of the projects
implemented:lrapeseed oil-based biofuels have been used in theChampagne region (France) for several years;lin Italy, one of our key transport partners, Lannuti, willuse HVO for all its domestic routes in 2024;l

we set up a multi-year partnership with our carrier TDLG
to use natural gas vehicles (NGV) to transport from ourplant in Burgos, Spain; andlour Italian subsidiary acquired its own fleet, which has
included two NGVs since 2023, for regional distribution.

In 2022, the French teams chose to join FRET21 whose goal
is to reduce CO2 emissions by 3,500 tonnes by 2025 (seebelow).
Finally, the development of Ecova’s lightweight ranges(see in chapter 2.2 - Develop eco-design) allows thenumber of bottles per pallet to be increased, thus reducing
the need for transport and, by extension, CO2 emissions.

g Perspectives
Transport is one of the main drivers that will enable Verallia
to reach its goal of reducing Scope 3 CO2 emissions. The
projects that aim to reduce emissions related to transport
are under the supervision of the Supply Chain Department,
which organizes ambitious action plans in every region thatrevolve around two main areas:lldeveloping multimodal transport and alternative modes(electric, biogas, biofuels etc.), by setting up long-term
collaborations with our carrier partners.

Optimising customer sourcing, which means reducing
the distance between the plant and the customer. This
work relies in particular on using simulation tools such as
Sightness; and2023 Highlights
To achieve our Scope 3 reduction objectives, we must have a detailed understanding of emissions data and theirprojected trajectory through 2030, while also deploying concrete actions to decarbonise. Our main efforts are focusedon the primary categories of CO2 emissions. We work with our suppliers to implement alternative, lower-emission
solutions, to share a roadmap that aligns with our goals, to assess the relevance of these solutions, and to set up
partnerships.

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Decarbonising our activities2

2.3.3. Contribute to soil regeneration
Contribute to soil regeneration
Key commitments and objectives
Contribute to soil regeneration
Objective: Plant at least 100,000 trees per year from 2019
to 2025

Beyond decarbonising its activities, Verallia contributes tothe carbon balance of ecosystems by participating inreforestation and agroforestry projects, prioritising countries
where the Group has its plants.
With support from its two partners, PUR and Reforest'Action,
Verallia has already financed several reforestation andagroforestry projects. Since 2019, more than 500,000 trees
have planted in a dozen countries through these projects.
Our historic partner since 2019, PUR is a “social business”
that provides guidance to companies on integrating theclimate issue into their value chain, making it possible toregenerate, reinvigorate and conserve ecosystems. PUR
55
has been a pioneer of “insetting"since 2008, anddevelops nature-based solutions (NBS) to regenerate
ecosystems and encourage local communities to embark
on long-term socio-environmental projects.
Since 2021, a new partnership has begun with
Reforest’Action,aFrenchcompany
pioneeringreforestation since 2010. A certified B Corp, its mission is topreserve, restore and develop resilient forest ecosystems to
respond to the climate emergency and the erosion of
biodiversity. To do so, Reforest’Action selects and supports

55

Monitoring indicators
Number of trees planted since
2019

2023

2022

2021

513,000 413,000 313,000

forestry projects, ensuring their quality in order to develop
multifunctionality over time.

Restoring ecosystems through reforestation andagroforestry projects
Verallia has financed seven reforestation and agroforestry
projects in six countries with PUR since 2019. These projects,
implemented in partnership with local communities, aredesigned to have a significant social and environmental
impact. Through them, over 300,000 trees were planted
between 2019 and 2021, supporting 260 farmers andimpacting 255 hectares directly.

Implementing projects nearby our plants
Since 2021, Verallia has been working with Reforest'Action
to contribute to reforestation projects implemented near
the Group’s plants. A total of 213,000 trees have beenplanted in seven countries where our plants are located.
Reforest'Action is also working to raise awareness of all thebenefits of reforestation. The Reforest'Action website
features an interactive map and a description of eachproject: (https://www.reforestaction.com/verallia)“Insetting” means assessing, reducing and offsetting a company’s climate and environmental footprint by developing projects that havea socio-environmental impact within its value chain, to enhance the value of them and build a sustainable society.

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For each tree planted, Reforest'Action estimates the
positive impact on climate, biodiversity, health and56
employment." These indicators are not certified, but are
useful for materialising the impact in a more tangible way
rather than the number of trees planted.
For example, the 213,000 trees planted store an average of
31,950 tonnes of CO2 per year, provide 639,000 animal

shelters, generate 852,000 months of oxygen, and create
213,000 hours of work.
Verallia carefully chooses each of the projects to which it
contributes. To date, we have identified projects in the
United Kingdom near the Verallia UK sites, and in Spain,
close to our new cullet treatment centres.

Cumulated number of trees planted through Reforest'action since 2021

56

What benefits do trees have on climate, biodiversity, health and employment? https://www.reforestaction.com/en/frequently-asked-questions

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Ensuring a safe and inclusive work environment for all

2.4. Ensuring a safe and inclusive
work environment for all
In this section
2.4.1. Ensure the health and safety of everyone

138

2.4.1.1. Policies & performances
2.4.1.3. Action #2: Continuously improve the working conditions of our employees
2.4.2. Attract and retain talent

138
142
143

2.4.2.1. Policies & performances
2.4.2.2. Action #1: Foster recruitment of new talents by rolling out new tools and programmes
2.4.2.3. Action #2: Guarantee fair compensation and ensure value sharing
2.4.2.4. Action #3: Develop our employees’ engagement
2.4.3. Promote diversity and inclusion

143
144
144
145
147

2.4.3.1. Policies & performances
2.4.3.2. Action #1: Make diversity a precious asset
2.4.3.3. Action #2: Promote and increase the share of women within the Company
2.4.3.4. Action #3: Ensure the continued employment of people with disabilities
2.4.4. Support for the development of our employees and prepare our talents
2.4.4.1. Policies & performances
2.4.4.2. Action #1: Develop our employees’ skills
2.4.4.3. Action #2: Prepare our talents

147
148
149
150
152
152
153
154

2.4.5. Drive social progress and better working conditions

155

2.4.5.1. Action #1: Promote social dialogue
2.4.5.2. Action #2: Promote the well-being of our employees

155
156

2.4.6. Create partnerships with our communities

158

2.4.6.1. Policies & performances
2.4.6.2. Action #1: Strengthen the impact and consistency of our donations or sponsorship actions with Groupvalues and our Purpose

158
158

At Verallia, we are committed to developing and ensuring health, safety and quality oflife at work for everyone. We make no compromises in ensuring the safety of our 11,000
employees in terms of compliance and training, and we strive to continuously improve
working conditions.
We also believe that building diverse teams and working together in an inclusive way are
key to Verallia’s success, and we make diversity and equal opportunities a driver of
performance every day. In this respect, increasing the number of women in theworkforce and giving them access to management positions is a priority challenge and amajor thrust of our policy. The Group also ensures fair pay and value sharing through its
attractive employee share ownership scheme.
Finally, employee development is one of the key factors in achieving our goals andbuilding loyalty. Verallia ensures that the Group has the skills it will need in the medium
and long term, and responds to employees’ aspirations in terms of training and individual
development. Career committee meetings are held to plan internal mobility in the lightof the company’s changing challenges.
Among the fundamental principles and rights at work, freedom of association andcollective bargaining are factors of social progress that the Group promotes wherever it
operates. Social dialogue, which also takes place at Group level through a European
Works Council, was rich and dynamic in 2023.
Katia de Saint Germain, Group Human Resources Director

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Ensuring a safe and inclusive work environment for all

2

572023 key figures

TF2 2023 =2.8

32.2% of female managers in 2023

Employee share ownership: 3.8% in 2023
6% purchased and 2.2% sold between
2016 and 2023

Context and challenges
With 34 glassmaking production sites, Verallia’s industrial
activity presents risks to health and safety, which must be
prevented and controlled. By joining the Group, our 11,000
employees have come on board a company that has
made a strong commitment to ensuring that each person
returns home in good health after a day’s work.
Another major challenge for Verallia is developing an
inclusive workplace in an industrial context that can create
barriers to hiring because of difficult job conditions. For
example, positions in plants have historically attracted
fewer women. They have also been less accessible topeople with disabilities, for whom specific adjustments must

be made in order to allow them to meet demanding
physical requirements. To respond to these constraints,
Verallia endeavours to include candidates with a varietyof backgrounds in its recruitment process and toguarantee diversity and accessibility in its professions.
Finally, as a responsible employer, Verallia offers
sustainable employment with career growth prospects. The
Group contributes to the economic development in thelocal communities where its plants operate. Situated forthe most part in rural areas, the company offers its
employees the opportunity to acquire skills and uniqueglassmaking know-how.

Key objectives and results
Commitments
Ensure the health and safety of
everyone

Performance indicators
Accident frequency rate (with orwithout lost time) (TF2)

Promote diversity and inclusion

Share of female managers
Share of employees with disabilities
Capital held by employees

Support employee skills development

Referenceyear results
5.5 in 2019

2023
(1)
results
2,8

Progress vs
2022
-0.8

2025
objective< or = 1.5

29% in 2019
3% in 20192.6% in 2019

32,2%
4,1%
3,8%

+0.9 points'+0,8points
stable

35%
4.5%
5%

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

57

Verallia results exclusive of UK

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Governance - HSE
Roles

Name of body

Main work in 2023

l Chief Executive Officerl Operations Director –Performance review

Member of the Executive
Committee

u l Geographic area

Industrial Directors

Review and monitoring of HSE KPIs, definition of the year’s
strategic orientations, and approval of financing plansu Number of meetings: 12l Geographic area CEOs

Group action plan with key guidelines. Presentation of its
action plan and resulting priorities by each division

Network organisation andstrategy steeringu Group EHS DirectoruCoordination at all levels(well-being)u Human Resources Director

u implementation

Regional rollout

Geographic area EHS
u managers

Conduct of site inspections and definition of budget
targets according to needs by division: ergonomics planu rollout, ongoing crystalline silica action plan, etc.

Number of meetings: 12 EHS and 4 environment-focusedmeetings – 4 EHS standards updated
Provisionof

guidance

todepartmentsonproject

Number of meetings: 12
Organisation of World H&S day events focusing on risk

Rollout in all entitiesu Site EHS manager

u awareness and the application of standards

Ownershipu Employeesu routine); participation in H&S Day

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Development of the Safety Gemba Walk (managerial

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2

Governance - Human Resources
Roles

Name of body
Human Resources Director

Main work in 2023
Monitoring of an HR dashboard to track key indicators withassociated targets, rollout of mandatory training modules on(1)Strategy definition andimplementationu

Regional rollout

Geographic area HR
u Directors (3)Rollout in all entities(4)u Plant HR Managers

u persons with disabilities

Ownershipu Employeesu inclusion in plants(2)u the digital training platform, rollout of the HR development
roadmap

Introduction of an individualized pay and benefits report for
all employees, implementation of Diversity & Inclusion
u initiatives. Each division implemented and rolled out its
awareness-raising programs according to the needs ofeach entity
Inventory of the workstations that are most accessible toParticipation in awareness-raising workshops on diversity and(1) Member of the Executive Committee(2) Includes the specific function of Human Resources Development Director(3) Six divisional HR directors: France, Italy, Iberia, Northern and Central Europe, United Kingdom and Latin America(4) 34 plants worldwide

Governance - Sustainable Development Committee
Roles
Annual review of actions

Name of body
Sustainable Development

Main work in 2023

u CommitteeuCoordination and approvalof local partnerships/
sponsorships and controls(1)u Group CommitteeuApproval of local
partnerships/sponsorships
and controlsu Local Committee

Proposals for local
partnerships/sponsorshipprojects and is responsible
for coordinating themu CSR Department(2)

Project review
Harmonization of the project selection process

Organisation of and follow-up on local partnerships
u and sponsorship projectsuPre-selection of projects, with proposals for around 100
projects in 2023

(1) Chief Executive Officer, General Counsel and CSR Director, Human Resources Director(2) Chief Executive Officer, General Counsel and Chief Financial Officer Country/Region

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2.4.1. Ensure the health and safety of everyone“2023 was an important year that confirmed the improvement in our safety performance.
The very rapid reporting of accidents throughout Verallia has become a strong point ofour management system, as have the lessons to be learned from them. After
consolidating the continuous improvement tools, 2023 was the year in which we focusedon behaviour and better risk awareness. I sum it up like this: I am responsible for my own
safety and that of my colleagues!”
Karim BEN M’RAD, EHS Director, in charge of Operational Excellence

2.4.1.1. Policies & performances
Verallia’s EHS strategy aims to achieve “zero accidents
and zero occupational diseases”. This policy is part of theGroup’s industrial excellence program, Verallia Industrial
Management (VIM).
It applies to all of the Group’s sites and people working
with Verallia, whether employees, temporary workers or
subcontractors. It comprises 21 EHS standards: 17 safety
standards, 1 health standard and 3 environmental
standards. By definition, the standards are regularly

The Operational Excellence program integrates the
management system and is based on seven pillars. One ofthem is known as the H&S “bottle”. A true roadmap,
launched in 2020, it sets out the various tools (standards,
risk analysis, management routines, cardinal rules, etc.),
the associated management system, and the steps
involved in fostering a day-to-day safety culture in which

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reviewed to bring them into line with legislation and toincorporate lessons learned from accidents. In 2023 we
updated four standards. For example, we improved safety
between pedestrians and motor vehicles, updated therules for unloading trucks, and improved safety duringcertain operations on IS machines, such as changing
moulds. Our EHS standards cover machine safety, hot-spotwork (welding, metal cutting), work at height,
maintenance and risk management. To facilitate rollout,
they are translated into all languages spoken within theGroup.

employees ensure their own safety and that of theircolleagues. The H&S “bottle” defines four levels of maturity
with regard to safety (see illustration above): Reactive /Preventive / Proactive / Sustainable. Each site self-assesses
its maturity level at least once a year in order to define anaction plan for making progress.

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In 2023, Verallia worked on two priorities:
Priority 1: behaviour, with collective awareness of potential
risks.
Priority 2: sharing and swift application of lessons learned
from accident analyses (look across) at all sites. Eleventargeted actions are monitored every three months, in anindustrial review.
To encourage compliance with Group rules and mobilize
all of its employees on this crucial issue, Verallia
implemented a reward system for Safety performance atits 32 glass production plants in 2019. Today, this2

recognition program covers all glass and non-glass sites,
including Verallia UK, i.e. our 34 plants.
There are two criteria for achieving excellence in safety:
zero accidents with or without lost time for more than 1
million hours worked or for more than 24 months.
To date, 19 sites (16 glassmaking sites and 3 nonglassmaking sites) have received this recognition andraised the “EHS Excellence Center” flag at their plant. In
2023, nine sites improved their safety performance andwere rewarded accordingly.

Ensure the health and safety of everyone
Key commitments and objectives
Monitoring indicators
Do what is necessary to achieve zero accidents
Frequency rate (with and without
lost time) (TF2)
Objective: Achieve a TF2 < or = 1.5 by 2025

(1)

2023
2,8

2022
3.6

2021
5,3

Do what is necessary to achieve zero accidents

Monitoring of the number ofaccidents with and without lost
time

64

76

105

Do what is necessary to achieve zero accidents

Severity rate

0,13

0.25

0,29

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

Verallia’s actions pertaining to health and safety translate
into a significant improvement in all monitoring indicators
between 2022 and 2023. The number of accidents[1]decreased by 15% with respect to 2022 and the frequency
rate (TF2) decreased by 22%. This confirms the
improvement dating back to 2021. The severity rate isimproving, meaning that the level of severity is decreasing.
This is due in part to measures taken in France. Germany
has had very encouraging results, with the best
improvement ever recorded. Non-glass activities in France

also confirmed a clear improvement compared with 2022.
Such progress is to be viewed moderately in light of adegradation in results in Latin America, Spain and Italy,
reminders of the importance of constantly reassessing
each site and continual monitoring of action plans specificto each division. A particular focus has been placed on
subcontractors working on our sites (20% of the Group’s
accidents) through site preparation and the verification of
execution.

2.4.1.2. Action #1: Do what is necessary to achieve zero accidents
The Group’s safety policy is being implemented in three
key areas: risk assessment, risk awareness and compliancewith EHS standards.

1.

Assess the risks specific to eachof the Group’s sites

A safety risk analysis is performed for each site, and is
updated on a continual basis. It covers all tasks performedby employees and is based on three criteria. Frequency,
severity and probability are assessed, allowing theassociated level of risk to be defined (critical, moderate,low). According to the risk level identified, suitable actionplans are rolled out at each plant.

Each accident is shared throughout the Group and thenchecks are performed at all plants in order to standardize
the actions to be taken to resolve the issue. This procedure
not only allows common risks to be identified andminimized, but also to refine the standards based on the
feedback from each plant.
In addition to these risk analyses, the Group communicateswidely on its slogan: 60 seconds to think before action. This
“minute of thought” is a step taken by employees before
beginning each task in order to account for the changing
operational environment when identifying risks.

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In 2023, the supervision of subcontractors’ work on Verallia
sites was intensified through the introduction of the work
permit, which covers specific activities considered to be atrisk (hot-spot work, work at height, work in confined spaces,
electrical work on all high-voltage infrastructure, etc.).

H&S Day 2023 focused on improving risk awareness: how torefer to the standard and how to apply it when a risk has
been identified.

The work permit is an important preparatory step settingout:lthe description of the work/task to be carried out;lthe precise location of the work/task to be performed;lthe validity of the work permit;lthe checks to confirm safety precautions;lemergency arrangements where required;lthe name of work permit issuer;lthe name of work permit holder: the work permit holder
must be a designated responsible person on site;la formal handover procedure to ensure that the site/equipment is in a safe condition.

2.

Actions to better perceive the risks

The Group promotes the organisation of positive
communication campaigns as close to the field as
possible. Employees are urged to report every H&S hazard
and take action immediately in the event of any situation
or behaviour that they consider dangerous.

More than 10,000 people from all sites and headquarters
took part in the event. “All eyes on me”, a video produced
in Verallia’s plants, was aired to mark the occasion. It wasa great success.
The scenario was constructed in such a way that, startingwith a real accident, we implied the emotions that could
ensue at a personal or family level. The prevention
message emphasized the importance of applying
standards. The conclusion was clear: "I am responsible formy own safety and that of my colleagues"

3.

Ensure compliance with EHS standards

In 2023, a large number of training initiatives werelaunched to improve managers’ understanding of EHS
standards. The second set involved checking that thestandards were well being applied in the field. Throughbiannual self-assessment. Each assessment yields a
percentage of compliance. Any deviation from 100%
requires each site to implement action plans to close the
gap.

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Four standards are particularly important because they
underpin instructions and rules for working safely. They are
the four cardinal rules:l

Do not neutralize or disable safety devices;l

Alwayswear
equipment;lApply the Lock out, Tag out (LOTO) procedure for any
intervention;l

Do not misuse equipment or tools.

appropriate

personal

protective

A poster in all languages is displayed wherever people
gather, such as workshops and meeting rooms. This is an
integral part of our safety communication strategy.

2

In line with the continuous improvement logic of the
Verallia production system, every accident at a site,whether involving an employee or a subcontractor, isanalyzed using the Root Cause Analysis (RCA) method. This
eight-step analysis aims to eliminate any risk of further
occurrence by addressing the root causes of the accident
and identifying the reasons for failure to identify andmanage the risk prior to the accident. If the root cause isidentified as human error, a further analysis (HERCA) is
carried out to gain a better understanding of the error
mechanism through a series of interviews. This allows any
training shortfalls to be identified. These elements areincorporated into training plans for operators andsubcontractors, as well as accident prevention and risk
analysis plans.
An annual EHS investment plan allows the rollout oftechnical solutions for reducing risks, especially regarding
four high-impact aspects:lenvironment: measurements to ensure that the opacityof the smoke coming from mould greasing does notexceed the thresholds set;lcrystalline silica: establishing technical action plans ineach division in order to prevent and limit the dust
generated and to centralize its extraction for cleaning.
From a practical standpoint, this means new tools (forexample, a central vacuum system, or a cleaning boothfor operators). It also means stricter rules (for example,
access authorizations limited to trained personnel,
limiting exposure time);lraw materials unloading area, to limit the risk of trucks
tipping over. Several plants are equipped with anti-tilt
gantries;lergonomics: continuation of the program initiated in
2021. We have confirmed that the target to beachieved by 2026 is "zero manual load-handling".

g Outlookdetectingsituations;

In 2024, Verallia will focus specifically on the following actions:lsimplify risk analyses so that they are better adapted to
managers’ day-to-day work in the field;lcontinue to monitor the implementation of the look
across approach. Priority measures following accidents;lstrengthen the training program on risk behaviour:“Develop leadership through safety”;lcontinue to improve the quality of Safety Gemba tours
by linking them to standards. Prevention tool for

dangerous

acts

and

uncontrolled

risk

l

continue to provide coaching for managers so that they
upskill in relation to job-specific risk analyses andproblem solving;ldevelop communications on the divisional level by
empowering sites to choose the topics and to create
the awareness-raising campaigns.

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2.4.1.3. Action #2: Continuously improve the working conditions of our employees
Verallia has identified ergonomics as a crucial issue for workplace well-being. In a glass production plant, frequent handlingof production tooling and moulds can result in MSDs (musculoskeletal disorders). In 2023, the entire flow from the moulding
shops was analyzed. The current situation was reviewed, best practices were collected and recommendations were made.
lBased on this targeted analysis, investment plans were drawn up.

l

Our ergonomics specialist is works upstream of furnace reconstruction projects or when new machines are installed The
idea is to take preventive action during the various phases of the project.

Verallia has confirmed its intention to move towards zero manual load-handling by the end of 2026. The example
ergonomics sheet below highlights the notion of accumulation to better explain and raise awareness among all
stakeholders.

g Outlook
In 2024, the Group plans to:l Digitize the tool used to assess the level of ergonomics in the various departments;lMonitor the increase in the level of manual load-handling in three areas identified as priorities: around the IS Machine,
the mould preheating furnace and the mould shop.

2023 Highlightsl

Total eradication of certain types of accidentslSignificant improvement in health and Safety Kpi between 2022 and 2023 : reduction by 15% of the accidents andreduction of frequency rate (TF2) by 22%lSignificant work carried out on raising awareness of risky behavior and sharing/application of "lessons" from analyzes(look across) on all sites

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Ensuring a safe and inclusive work environment for all2

2.4.2. Attract and retain talent
2.4.2.1. Policies & performances
Our attractiveness is a major asset for Verallia. It must not
only help us to attract external talent and the skills of
tomorrow, but also enable each of our employees to
identify with their company and increase their
engagement, thereby encouraging them to stay for thelong term.
Fair pay is one of the pillars of Verallia’s compensation
policies. It is based on grading systems, which aresupplemented by external benchmarks. The sharing ofvalue is structured through individual and collective
variable compensation schemes, according to employee
categories.

In particular, the variable compensation policy is based on
financial and non-financial criteria. This is to ensure
consistency between the company’s corporate interest,and market and industry practices, and competitivecompensation levels. Additionally, it ensures that a stronglink to the Company’s performance remains, and that abalance is struck between short, medium or long-term
performance.
The key component of these schemes is the employee
share ownership policy, a strategic pillar for involving
employees
inthelong-term
developmentandperformance of the Group. It offers Verallia employees theopportunity to become a company shareholder under
special conditions that are approved by the Board of
Directors through Verallia’s employee investment fund or
via direct share ownership.

Develop our employees’ engagement
Commitments

Monitoring indicators

2023

Engagement index (every two years)

Proportion of share capital held byemployees

(1)

2022

2021

60%

NA

55 %

3.8%

3.8%

3.5%

Develop our employees’ engagement2025 objective: achieve an employee
engagement index of 70% by 2025
Guarantee fair compensation and ensure value
sharing
Objective: double employee share ownership
between 2019 and 2025, to reach 5%.

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

The engagement evaluation survey is carried out every
two years; the next one will take place in 2025. For
58
comparison, the 2021 engagement index was 55% .

58

As part of the eight successive employee shareholding
offers between 2016 and 2023, employees have beenable to acquire 6% of Verallia’s capital. In addition, those
who so wished were able to sell available shares at theend of the five-year lock-up period or thanks to earlyvesting under the terms of the Group Savings Plan. Thus
following the sales recorded this year, the level of capital
held by employees has stabilized at 3.8%.

Following a thorough review of the data reported last year, we identified an error in the 2021 engagement index. It was 55% in 2021 andnot 57% as reported in the 2022 URD.

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2.4.2.2. Action #1: Foster recruitment of new talents by rolling out new tools
and programmes
In Germany, Verallia undertook several external
communication initiatives with the local communities nearits plants to strengthen its image as an employer, especiallyamong young people. They included sponsoring local
sports teams, advertising in cinemas and on local bus
routes, visiting schools and attending trade fairs. An event
was organised with local universities to enable young
students to meet some of the management team. The
idea behind this event was to introduce students to anindustrial company and also to enable the management
team to learn about the needs and aspirations of the next
generation. The social media campaign continued,
notably on the Company’s blog and career portal, wherea promotional video was available.
In Latin America, programmes have been launched tosupport the recruitment and development of young talent.
In 2023, an apprenticeship programme was established totrain 27 young people, including 9 women, in industrial andadministrative jobs, enabling them to alternate between
practical experience in Verallia plants and technicaltraining in partner schools.
Also in Latin America, the expansion of the Campo Bomplant led to the ramp-up of the internship programme forstudents in industrial technical training. The aim was toprovide these students with a year’s practical training.
Twenty-nine trainees were hired, with a view to permanent
employment for the new furnace.

Another programme, Trainee, aimed at offering
opportunities to engineers working on strategic projects inline with our Purpose, was completed in 2023. 75% of thepeople recruited were women.
In the United Kingdom, we are committed to developing
young talent. We actively collaborate with the local
college in Leeds to maintain the ongoing recruitment ofpotential engineers through our joint apprenticeshipprogramme. We believe this to be an effective means ofstrengthening our engineering teams and attracting newtalent to the organisation. We had seven apprentices in
2022 and recruited a further five in 2023, bringing the total
to 12 at the end of 2023. By January 2024, there were 14.
We also ran a graduate recruitment campaign in the
United Kingdom. This enabled us to recruit three people,
one man and two women. They embarked on a two-year
postgraduate programme and all three successfullycompleted the first year. In addition to developing
practical skills related to our businesses, they have beenenrolled in the Leaders 2023 programme to help themdevelop their managerial skills.
Finally, we are actively involved with local communities
and schools, sponsoring charity events and promoting
Verallia to raise awareness of the organisation andcontribute to our attractiveness.

2.4.2.3. Action #2: Guarantee fair compensation and ensure value sharing
The Group implements a compensation policy according
to employee category. It consists of a basic salary and avariable annual component, which compensates
individual and collective performance based on theachievement of ambitious objectives while at the sametime being subject to a cap to avoid excessive risk-taking.

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For managers, the variable compensation policy is rolled
out according to the same structure in all countries. It isbased on annual financial and non-financial criteria,
related to Group, department or country, plant and sales
force yearly targets, and includes safety, environment,
financial and operational performance components andpersonal objectives. Since 2022, Verallia has introduced
individual remuneration and benefits reports in each of its
business units. Among other things, this means greatertransparency in terms of remuneration levels.

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In 2023, the variable component of the Chief Executive
Officer’s compensation related to CSR criteria amounted
to 30%, and was based on the following annual criteria:ll

50% of the criteria is related to safety, with improvementof the frequency rate of work-related accidents with orwithout lost time (known as TF2) to a level less than orequal to 2.4 for the Group (in the event of a fatal
accident, the attainment rate for the objective linked tothe safety criterion will be deemed to be zero);
50% is linked to the environment, with a minimum
increase in the rate of cullet use to 57% at Group level(bearing in mind that the rate of cullet used in furnaces
has a direct impact on CO2 emissions).

These CSR criteria are also taken into account for thevariable share of Executive Committee member
compensation for the equivalent of 30%. For other
employees, CSR criteria account for between 10% and
30% according to category (sales, salaried support
functions, managers in plants).
Moreover, every year since 2016, the Group has offeredemployees the chance to acquire company shares under
preferential terms. In the space of eight years, thesesuccessive offers have been made in eight countries(France, Germany, Italy, Spain, Portugal, Poland, Brazil andChile), plus a ninth with the United Kingdom in 2023. 41% of
employees have become shareholders in the Group; theyheld 4% of its capital following the 2023 offer. At 31
December 2023, employees held 3.8% of the capital.

2

In 2023, Verallia proposed:lan offer reserved for its employees consisting of a
maximum discount of 20% on the share price and an
employer matching contribution for each participating
employee;la new free performance share plan for a targeted
population of beneficiaries.

The United Kingdom joined the employee share ownership
scheme for the first time with resounding success: a total of
21% of employees invested in Verallia shares in this first offer
for them.
The Group will continue this policy of offering shares
reserved for employees in the coming years. As a result of
the eight successive employee shareholding offers
implemented by Verallia between 2016 and 2023, ouremployees have been able to acquire 6% of Verallia’s
capital. In addition, employees have already been able tosell their available shares after holding them for five years
or when they are released early, in accordance with theconditions set by law and the Group Savings Plan. In the
coming years, the Group will continue this policy of offering
shares to employees, with the aim of increasing the
proportion of the capital held by employees to 5%.
Using schemes similar to the French model of incentive
payments, collective compensation schemes linked tocollective performance criteria have also been
implemented in several countries (Germany, Italy, Spain,
Portugal, Chile and Ukraine). In France, in addition to
incentive
payments,
collective
performancecompensation is supplemented by profit-sharing schemes,in the companies benefiting from this.
Finally, in addition to its compensation systems, the Group
offers employees benefits according to the schemes
provided in each country, particularly in relation to healthand pension cover.

2.4.2.4. Action #3: Develop our employees’ engagement
In 2023, the HR and Corporate Communications
departments conducted a new engagement survey toupdate the results and measure the impact of the various
initiatives implemented since 2021.

Good progress was again made on employee
engagement, with an engagement rate of 60%,
compared with 55% in 2021, bringing the Group closer to its
2025 objective of 70% employee engagement.

Overall, there has been a very positive trend since 2021,
with a higher response rate within a shorter timeframe, i.e.
four weeks in 2021 but two weeks this year, and with thesurvey being conducted entirely online.

In October, the Board of Directors approved an action
plan to improve employee engagement and the Group’s
attractiveness.

The target for this new survey was a 65% response rate.
With 67% of employees responding, Verallia exceeded its
2023 response rate target, and is on track for the next
survey in 2025.

For the new campaign, the results show that the divisions
and the company need to work on certain key issues suchas well-being, professional development and teamwork. Alldivisions have launched action plans to achieve ambitious
results.

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At corporate level, induction sessions have been set up for
all new managers to promote integration, improveknowledge of the Group, its culture and DNA, and provide
new recruits with comprehensive training. This has enabled
them to develop their network and sense of belonging. It
has also served to promote the diversity of the divisions
and exchanges between them.

New initiatives in 2023 focused mainly on developing
Verallia’s image and the engagement of its managers,
with monthly interactive conferences led by managers on
a variety of topics.

g Outlook
The engagement survey every two years is a valuable anduseful tool for measuring employee engagement; actionplans are monitored on a monthly basis, combined withe.flash to keep employees fully informed.

The employer brand will be launched in 2024, with the aimof creating a cohesive ecosystem to engage all ouraudiences and increase Verallia’s recognition andattractiveness.

Interim surveys on key issues will be conducted in 2024 andnew indicators will be adopted to measure progress andreview action plans.

It will define our promise as an employer: retain our people
and attract new talent.

After 18 months in the Group, Verallia UK will conduct anintegration engagement survey to enable action plans tobe drawn up.

In 2024, Verallia will continue to improve the transparencyof the compensation process for employees andmanagers. The individualised pay and benefits reportenables all managers to better understand and explain
compensation information to Group employees.

2023 highlightslNumerous local initiatives to attract many young people in a highly competitive job market.

l

New offer reserved for employees, consisting of a maximum discount of 20% on the share price and an employer
matching contribution for each participating employee.

lNew engagement survey, with a high response rate of 67% of our employees and an engagement rate of 60%, anincrease of 5 points on the previous survey in 2021.

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Ensuring a safe and inclusive work environment for all2

2.4.3. Promote diversity and inclusion
2.4.3.1. Policies & performances
People are at the heart of Verallia’s HR strategy. The
resulting policy is laid out accordingly, to respectindividuals and promote a diverse and inclusive
environment. Through this policy, Verallia desires topromote a different form of cooperation with a variety ofprofiles and raise employee awareness of the richness andcomplementarity that comes with greater diversity within
the company.
The HR policy also promotes gender equality in theworkplace through the following areas:
1. ensure that recruitment is based on skills alone, thanks
to unbiased recruitment tools and a clear, genderneutral description of what is expected of eachposition;

3. ensure a fair Group compensation policy based on arating system for each job position.
Beyond gender diversity, Verallia commits to promoting
and developing the diversity of their teams, their genderbalance, and the accessibility of workstations. In particular,
as an industrial group, Verallia’s ability to accommodate
people with disabilities in our plant jobs is crucial to thedevelopment of our inclusion policy.
In a more general way, the Group is attentive to creating –on all its sites – work environments that are free fromdiscriminatory behaviour. This provides the opportunity foreveryone to advance themselves into all company job
areas, particularly those traditionally held by men or thatare not very accessible.

2. interview the same proportion of female and maleapplicants as in the applications received;
Promote diversity and inclusion
Indicateurs de suivi
Gender Equality Index
Part % of female managers
Objective: 35% women executives at Group level # of female managers
by 2025.
% o % of women in the workforce
Age structure< 30 years
30-50 years> 50 years
Make diversity a precious asset
Engagements
Promote and increase the share of women within
the Company

Objective: reach 4.5% employment of people
with disabilities by 2025

(1)

% of people with disabilities

2023(2)72
32.2 %
372
19.0 %
15%
55%
30%

2022
68
31.3 %
333
17.9 %

2021
67
30.4 %
308
17.2 %

4.1 %

3.3 %

3.4 %

(1) The percentage of disabled workers now includes disabled workers working for the company under external service contracts.
(2) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

The gender equality index improved in 2023 vs. 2022 due tothe progression of the indicator in almost all divisions andcompanies.
The rate of women and female managers continues toincrease, due to active policy on this subject.

Due to an increasing number of recruitments of people
with disabilities, and also the number of workers on external
service contracts, the proportion of disabled workers in thegroup is increasing significantly.

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2.4.3.2. Action #1: Make diversity a precious asset
Since 2022, Verallia has been rolling out its diversity
approach at Group level, resulting in the implementationof an action plan approved by the Board of Directors. This
roadmap reflects Verallia’s desire to reaffirm the strategic
dimension of diversity issues. These questions werepreviously dealt with at the local scale; now, they aremonitored within the framework of shared Grouporientations and objectives on diversity. Regions have thefreedom to organise their own approaches.

l

An inclusive volunteering event on World Environment
Day, 21 September, in which more than 100 Verallia
employees took part for the benefit of the Adecco
Foundation.

Many actions were carried out in 2023 to raise awarenessamong employees of Verallia’s inclusive values, and rally
them around diversity issues. Diversity and inclusion
campaigns to celebrate International Women’s Day on 8
March and International Day of Persons with Disabilities on
3 December were taken up by Verallia’s various global
and divisional entities.

In Spain, Verallia is committed with its
employees to diversity and inclusion
In Spain, Verallia has been a member of “CEO por la
Diversidad” since 2019. This alliance, led by the Adecco
Foundation and the CEOE Foundation, brings together
leaders of the largest Spanish companies around a sharedand innovative vision of diversity, equity and inclusion, andat the same time encourages companies to take practicalaction in this area.
In 2023, Verallia’s actions in Spain focused on:l59“12 months, 12 women”: a communication campaign
with a short video published each month on LinkedIn,
featuring the testimony of the first woman in the Groupto have occupied a position traditionally held by men,
including plant manager, maintenance manager and59
IS machine operator profiles.

Diversos, an ambitious programme in Latin
America that encourages discussion and opens
up debate
Rolled out in the LATAM region since 2021, the Diversos
programme promotes an inclusive environment for
employees, free from prejudice or discrimination. It
encourages everyone to be themselves and reach their fullpotential. The programme provides management withtools for training and internal communication aimed atdeveloping diversity and inclusion in all these areas.
2023 was a year in which a major awareness campaign
produced some very encouraging results:lHiring 50 women and 15 disabled employees.

lListing jobs accessible to people with disabilities
throughout the division and conducting job interviews
with a sign language interpreter for people with hearing
impairments in Campo Bom.

l

Providing sign language training for 95 employees at theCampo Bom and Chile plants.

lHiring the first women to work as hot-end operators andforklift drivers in Brazil and as logistics supervisors in Chile.

l

The division has offered its employees recruitment
training that focuses on inclusive language and inclusive
interviewing to address unconscious bias.

IS machine. IS: Individual Section. This is the forming machine in which the molten glass is “formed” to produce two bottles.

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In the United Kingdom, we held a Diversity and Inclusion
Day in March 2023, coinciding with International Women’sDay. We included articles on female leaders and also
created a mandatory diversity and inclusion quiz to raiseawareness, which management teams from three sites
participated in.
In 2023, a group of 10 senior managers attended a halfday training session to help them understand and raiseawareness of the importance of diversity and inclusion in
the workplace. The focus was on the benefits it can bringto an organisation. The employment law training used reallife scenarios to bring the teaching to life and help trainees
see things from a practical and empathetic perspective.
There are plans to roll out further training in 2024 to follow
on from the success of this first session.
In Italy, a Diversity and Inclusion Steering Committee has
been appointed to set simple, measurable andachievable targets. The committee is the guarantor of afair and respectful culture aimed at ensuring a working
environment free from discrimination, harassment andviolation of human dignity.

2

respectful culture that ensures a working environment freefrom discrimination, harassment and violation of humandignity.
In the medium term, the Diversity and Inclusion Steering
Committee will encourage the members of the Italian
Executive Committee to adopt policies and initiatives
aimed at achieving gender equality in all areas, for career
opportunities, equal pay, management of genderinequalities and protection of parenthood.
Each year, the members of the Executive Committee carryout a self-assessment of the company’s maturity on thebasis of five criteria, ensuring improvement through actionplans. The five criteria are:l

Culture and strategy,lGovernance,l

Human resources processes,lCareer development opportunities for women in thecompany, equal pay for equal work,lProtection of parenthood and respect for work-lifebalance.

In the long term, the Diversity and Inclusion Steering
Committee will become the ambassador of a fair and2.4.3.3. Action #2: Promote and increase the share of women within the Company
The inclusion of women in high-levelgovernance bodies

To better support the programme, Verallia has taken thefollowing steps:

In line with the ESG roadmap, Verallia applies the principles
of its internal promotion policy at the highest level of theCompany. In 2023, 27% of the members of the Group
Executive Committee were women (i.e. three members).

la guide explaining the programme and its key features
has been distributed to mentees and mentors; it was
updated in 2023;

la meeting is now organised at the beginning of eachprogramme to lay down the principles governing thefunctioning of the mentor-mentee relationship.

Women@Verallia, a mentoring programme
extended to country management committees
Since 2019, the Group has been offering a mentoring
programme for women throughout the Company. A total of
40 employees have benefited since its creation, including 11
in 2023. This initiative has the following objectives:lraise the profile of high-potential women within thecompany;lcreate favourable conditions for the personal andprofessional development of programme participants;lfacilitate participants’ career development;lchange the perceptions of mentees and mentors;lgive mentees greater confidence in their ability to takeon more senior positions within the organisation.

Each year, at the start of the programme, mentees havethe opportunity to attend a joint meeting to introduce
themselves and discuss their career development andplans.
A wrap-up meeting is held at the end of the process to
discuss the experience, share the programme’s strengths
and identify areas for improvement.
All participants recommended continuing the programme,
feeling that it had boosted their self-confidence.
Although this is a Group initiative, similar mentoring
programmes have been developed in the various
subsidiaries in Italy, Spain and Germany. In total, 58 womenfrom different subsidiaries have been mentored, and thiscommunity is set to grow each year as part of acontinuous improvement process.

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In the United Kingdom, we have taken the following steps
as part of our commitment to increase the number ofwomen in the workforce and the number of female
managers:ll

Women are featured in a variety of articles throughpublications on social media, in our divisional newsletterand on internal communication screens in our factories
and offices.
Targets for graduate recruitment have been introduced,
with a 50:50 split between men and women.

In Germany, the second cycle of the “Womentoring”
programme is now also underway, with the dual aim ofincreasing the number of women in management positions
and building a network of women within Verallia.

Verallia Italy obtains UNI/PDR 125 certification
In December 2023, Verallia Italy obtained the UNI/PDR 125
genderequalitycertification,
demonstratingits
commitment to non-discriminatory selection processes, tothe principle of equal pay, to equal treatment in
professional development, and to preventing andcombatingdiscriminatoryacts,
stereotypes
andharassment.

2.4.3.4. Action #3: Ensure the continued employment of people with disabilities
The inclusion of people with disabilities is a constantconcern in the Group’s plants, reflected in the following
commitments:llensuring access to a maximum number of positions,
including those that would be difficult for someone who
is not currently physically fit. On this point in particular,
the Group is developing several tools to reduce theneed to carry loads. The plans developed are
mentioned in Section 2.4.5.3 of this document under theheading “Promote the well-being of our employees”;
maintaining employment of people with medical
restrictions or occupational disabilities, to enable themto stay employed at the Company and in their line ofwork.

In 2023, a number of actions were undertaken within theGroup:
lmonitoring of social commitments made by the Groupand corresponding performance indicators by steeringcommittees;lcreation of a working group on disabilities to develop
new actions.

l

In 2023, Verallia UK became a Disability Confident
Committed employer at level 1 of the governmentbacked Disability Confident scheme. Being part of thisscheme means that we are now committed as an
employer to five key points in our recruitment andselection process:– Recruiting in line with the principles of inclusion andaccessibility;– Advertising and promoting vacancies in an inclusive
manner;– Offering interviews
prejudice;todisabled

peoplewithout– Providing reasonable adjustments as necessary;– Supporting existing employees.
At the beginning of 2023, 69 employees in the United
Kingdom had declared a disability. By the end of
November, the number had risen to 78.

In France, the Chalon plant signed a disability
agreement three years ago and organised a whole
week dedicated to disability in November, withawareness-raising workshops and support to non-profit
Handisport; in 2023, 145 Chalon employees attended
these workshops and took part in awareness-raising
activities.
l

In Brazil, Verallia has mapped out jobs accessible topeople with disabilities, taking into account functional
aspects, the worker’s situation and the guarantee ofaccessibility requirements and assistive technologies in
the work environment. The methodology was based on
job analysis through interviews with disability
professionals, the management team and the Human
Resources Department.

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In 2023, Verallia’s actions in Spain focused on the “AfloraPlan”: in collaboration with the Adecco Foundation, acommunication campaign and information meetings wereorganised in all plants and at head office to support
Verallia employees declaring or obtaining a disability
certificate and to explain the benefits for them and for theCompany.

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2

In addition, the Randstad Foundation programme has
enabled disabled people to be recruited for training andto work as operators in plants during the summer andholiday periods, after which they become Verallia
employees.

g Outlook
In 2024, initiatives for promoting diversity and inclusion will
move ahead, notably through the:lregular monitoring of indicators related to gender
diversity;lcontinuation of the mentoring programme, whether at
Executive Committee level or divisional Management
Committee level, with the creation and organisation ofa network of mentees;lraising of awareness and creation of a climate of trust inorder to make it easier for employees who would like todeclare a disability to take those steps;llimplementation of training on how women can increase
the impact of their spoken message, with the aim ofpresenting a better image and being more engaging;development of workstation ergonomics and tools to
make them accessible for all;ldevelopment of training to fight recruitment-related
bias.

2023 highlightslNumerous local diversity initiatives.

l

Renewal of a mentoring programme for women at Group level, rolled out across our different divisions.

l

Identification of jobs suitable for people with disabilities and local awareness campaigns.

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2.4.4. Support for the development of our employees
and prepare our talents
2.4.4.1. Policies & performances
Verallia is rolling out policies regarding employee
development via key areas which are training andemployee engagement, compensation and employee
share ownership, and workplace well-being.
In terms of training, each year, the Group defines thepriority areas of its policy in line with operational objectives.

The general trainings administered by the Group concern
compliance, leadership, commitment to company values,
specialised occupational training, and EHS. They aim toalign all country structures with respect to regulationsrelated topics. Locally, training actions are defined in thecontext of specific training plans.

Support our employees in their professional development
Engagements
Develop our employees’ skills(1)

Indicateurs de suivi

2023

2022

2021

Average number of training hours per
employee (fixed-term and permanent)

40h

33h

31h

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

The number of training hours increased by more than 20% between 2022 and 2023.
Change in employment
Monitoring indicators
Percentage of permanent contracts
Voluntary turnover(1)(resignations from permanent and fixed-term contract staff)

Absenteeism rate

2023

(2)

2022

2021

10.3 %

9.4 %

7.1 %

4.9 %

5.0 %

4.6 %

4.3 %

5.5 %

5.0 %

(1) Voluntary turnover includes all resignations (permanent and fixed-term contracts) from 2021 onwards. Only fixed-term resignations used to be
counted(2) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

The increase in the permanent hiring rate is mainly due to the impact of recruitments in Brazil.
The turnover rate is stable.
Absenteeism is falling significantly, following the implementation at the beginning of 2023 of a project to improve and share
best practices.

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2.4.4.2. Action #1: Develop our employees’ skills
At Group level, we provided over 400,000 hours of training
at all sites, on a range of topics including health and safety
procedures, quality control procedures and onboarding.

This system allows Verallia to project employee training
needs (e.g., use of electric furnace technology at the
Cognac plant).

Recognising the critical importance of continuous
professional development, Verallia is committed toreviewing and improving its approach to talentdevelopment and knowledge sharing. With this in mind,
the Group has launched the “Reimagine your future at
Verallia” programme.

Regional management training programmes
launched to develop independence and an
entrepreneurial spirit

Central to this initiative was the creation of the “Imagine”
digital training platform in July 2023. By breaking withtraditional methods and adopting a collaborative learning
approach, this initiative aims to transform the company’s
training culture. It aims to promote inclusive learning that isaccessible to all employees, regardless of their role orlocation.
The project is based on four main pillars: enriching thecorporate culture, developing leadership skills, deepening
glass industry-specific knowledge and broadening
expertise in specialised areas.
Available in all the Group’s languages, the training content
on the Imagine platform can be customised, thanks
notably to the support of business experts, to meet the
local needs of each country and the professional profilesof each employee. Using a blended learning model,
Verallia combines digital, virtual classroom and face-toface learning to meet a variety of learning needs. It is also
designed to evolve, with content regularly updated tokeep pace with the latest industry trends.
The Group’s expatriation policy, a key factor in employee
development, was updated in 2023, with enhanced
presentations to make the rules and conditions easier tounderstand. The conditions offered by Verallia areparticularly appreciated by our employees wishing todevelop their skills internationally.

Plant self-assessments as part of the “People
Development” bottle rollout
Fully integrated to Verallia Industrial Management (VIM),
the Group’s operational excellence improvement strategy,
the “People Development” working group is doing indepth work on employee development. Using a model
similar to the H&S policy, this approach is broken down into
severallevelsofmaturity
regarding
projected
management of jobs and career paths.

In addition to the usual management training courses,
programmes are implemented in the different divisions to
prepare potential young talents and/or managers toassume managerial functions. These programmes are an
opportunity for participants to create a professional
network and to receive training aimed at personal
development.
In 2023, these programmes were enhanced and further
developed – particularly in Latin America, where thesecond session of the Leader’s Path programme got
underway in Brazil in 2022. This programme aims toempower future executives to reach the Group’s goals
through better management of their potential, and afeeling of belonging. This year, 25 managers, of which 40%
were women, took part in the programme.
In Germany, the Next Generation Leader programmebrought together 10 participants for its second edition,
which will run until March 2024. They completed a
programme of technical training and a personal
development module, including individual assessments
and coaching. Personal development plans have alreadybeen drawn up and more than half of the group havealready taken the next step towards a leadership position.
The program has been well received and acclaimed
internally by employees for the preparation of our talents.
In the United Kingdom, Verallia began rolling out the Here& Now leadership programme in 2022. It is designed todevelop leadership skills and covers topics such as
personal assessment, emotional intelligence, coaching
and influence.
Following on from 2022, a second programme waslaunched in early 2023. It is due for completion in early
2024.
Furthermore, in France, in accordance with the provisionsof Law 2023-703 of 1 August 2023, Verallia grants annual
leave of at least 10 working days per calendar year toemployees involved in employment or training activities in
the military reserve or the police reserve.

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2.4.4.3. Action #2: Prepare our talents
Anticipate employee advancement within theGroup through talent reviews
An individual talent review is conducted twice a year for
all country and/or division managerial positions.
Management teams in each division can take advantageof this opportunity to share performance evaluations ofstaff members and to identify those who show potential fortaking on management positions, as well as planning andimplementing the resources needed to prepare theleaders of tomorrow.
A Group-wide Careers Committee has been in place since2023. Its work is aimed at identifying potential successors
for so-called key functions (functions requiring specifictechnical skills). Through these committees, all HR Directors
are informed of vacancies in these functions, and canpresent these opportunities to candidates who have been
identified in their divisions. The objective is to facilitate
circulation of the information and to improve the visibility ofjobs available within the Group.
The talent review process was modified and enriched in
2023 to provide consistent data for all six divisions andsupport functions.
The document includes:(a) an analysis of each organisation’s strengths,
weaknesses, opportunities and threats, enabling amore objective assessment of the situation and thedevelopment of action plans in each country,(b) KPIs and statistics on employees by socio-professional
category, gender, length of service, group, averageage, but also on staff movements (number of new hires,
resignations, internal mobility, promotions, individual
mobility),

In March of each year, the divisional directors,
accompanied by their HR managers, and the heads of the
support functions, present and comment on theirperformance appraisals to executive management and
the Group HR Department. This process is repeated in theautumn to assess the progress of the action plans andupdate the data.
Lastly, in April, a summary is presented to the members of
the Board of Directors, who ensure notably that succession
plans are prepared for the members of the Executive
Committee.

Foster the preparation of our talents by rollingout new tools and programmes
New models have been proposed to ensure a common
and consistent approach for the people assessment
processes.
Career committee meetings are held more frequently,
every two months. Their role is to monitor management
vacancies and promote internal mobility.
In France and Germany, a common career website has
been developed to increase the visibility of careerdevelopment opportunities and to facilitate individualcareer projects.
In France, 18 young people have been hired as potential
key talent. They benefit from a comprehensive
management training programme to prepare them totake up operational positions in plants.
Our training centre in Chalon is constantly evolving andeven extends beyond Verallia: in addition to the usual
courses for our employees, it also welcomes trainees fromoutside the Group for technical training.

(c) succession plans for the short, medium and long term,(d) performance according to a detailed nine-level matrix,(e) the main action plans.

g Outlook
The following priorities have been identified for 2024:l

A schedule of 10 sessions of the feedback programme for 100 top leaders has been drawn up. After participating in the
programme, our leaders will be able to:– identify the benefits of feedback in their management, understand the impact of feedback in a growth environmentand distinguish between different types of feedback,– adopt a method for giving feedback and motivating teams, give effective and constructive feedback, learn how to
ask for feedback and manage the emotional response to feedback.

The content of the annual appraisal interview will be reviewed, notably to separate the elements related to theperformance interview at the beginning of the year from the professional development interview, which will take place inthe middle of the year.
The Group’s Careers website will be developed in other divisions.
A map of professions and skills will be operational in 2024.

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2023 highlightsl

Organisation of bi-monthly career committee meetings to ensure succession planning for our key positions.

lLaunch of six mandatory training modules on our new digital training platform.

lBi-annual review of the organisation’s talent and succession plans across all plants and divisions.

2.4.5. Drive social progress and better working conditions
2.4.5.1. Action #1: Promote social dialogue
Social dialogue has always been at the heart of Verallia’s
concerns. Discussions evolved in 2021 in response to theglobalpandemic
and
have
been
considerably
strengthened since, particularly on issues related to safety
and the implementation of preventive measures. Social
relations are decentralised and conducted in each country
in compliance with staff representation rules. At theEuropean level, the Group facilitates social dialogue
through a European Works Council. Three meetings were
held in 2023: two plenary and one restricted. This year, an
independent expert presented a report at the plenary
meeting, commenting on the financial results and theGroup’s vision and strategy across its business areas.

France is pursuing its objective of improving social dialogue
with two structural agreements signed unanimously:lthe 2023 mandatory annual negotiation agreement (nosuch agreement had been signed since 2016),l

Other negotiations : professional equality between men
and women, end of GEPP (career path andcompetency development).

The end-of-career agreement was concluded in July 2023.
It provides for exceptional measures for exposure to
arduous working conditions, enabling both the transfer ofskills and know-how, and end-of-career adjustments for our
employees.
Employees exposed to arduous working conditions canparticipate in several successive programmes starting four
years before their actual retirement date. These involve a
gradual reduction in workload, starting with an adjustmentof working hours and culminating in early retirement on afull-time basis.

Promote social dialogue
Commitments
Promote high-quality social dialogue

Monitoring indicators
Number of agreements signed orvalidated during the year

(1)

2023

2022

2021

79

64

70

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

The social dialogue indicator has been redefined and now illustrates the number of social agreements signed or validated
throughout the year within the Group.

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2.4.5.2. Action #2: Promote the well-being of our employees
In each of the countries where it operates, the Group iscommitted to complying with international labour
standards and applying the statutory employee benefits inforce. More broadly, the Group is committed to complying
with the fundamental principles of the United Nations onhuman rights, the fundamental conventions of theInternational Labour Organization (ILO) and theInternational Declaration of Human Rights. Its adherence
to the United Nations Global Compact attests to thiscommitment. This is reflected in our values (respect for thelaw and for people) and in our Code of Ethics.

Nature on site
Carried out in partnership with PUR since 2019, Nature on Site is a Group initiative that rewards environmental andsocial projects at our production sites, thereby contributing to the well-being of our employees. The concept:
employees at our plants volunteer to work on projects that will be evaluated through four criteria:lenvironmental benefitslsocial benefitslteam motivationllong-term impact

Each year, the two prize-winning projects are allocated a budget of 50,000 euros.
This fifth edition once again featured some superb proposals, including the first ever from our British teams.
The judging panel, which included Chief Executive Officer Patrice Lucas, selected the Leeds site in the United
Kingdom and the Zaragoza site in Spain as the winners for 2023.
.

Leeds, United Kingdom: the competition’s
first green wall!

Zaragoza, Spain: green corridors
in a busy area

For their first year in the competition, the British
teams proposed the creation of a green wallon one of the plant’s façades, close to a busy
area for employees. This ingenious solution
brings the benefits of greenery to an area withvery little space.

This year, the Spanish project team proposed redesigning the areas
between the social lounge and the existing sports facilities. Planting
trees and other plants along these corridors will bring shade andcoolness to this busy area.

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The panel praised the choice of endemic species, which are noninvasive and require little watering or maintenance.

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Many initiatives have been taken in the divisions topromote the well-being of our employees:
In Latin America, the BEM-ESTAR programme aims topromote balance and harmony in a work environmentthat respects the quality of life and health of eachindividual. It is part of a prevention and awareness-raising
initiative focused on employees’ mental health. Building on
this programme, we launched the Leadership Journey in2023, with the aim of mapping opportunities for change
and improvement in management, strengthening ourmanager-employee relationships and creating a stronger
bond based on caring and wellbeing.
The United Kingdom has an active and regularcommitment to employee wellbeing through its Work andWellbeing Department.

2

In Spain, as part of the Engagement Survey Action Plan, aWellness Plan (« PLAN DE BIENESTAR ») was set up in thesecond half in partnership with our local health insurance
provider, with various free activities ranging from nutritional
assessments to footprint studies, emotional fitness anddental scans to look after the physical and mental healthof our employees.
In France, three major initiatives were launched this year:ltwo measurement campaigns of five weeks each using
sensors on employees to measure heat. The result is adetailed analysis, by workstation, of the temperatures towhich our employees are exposed, in order to takeappropriate action;lunanimous signing of an agreement on the end ofcareers and the transfer of knowledge aiming to:– support our employees,

Verallia UK ran a well-being campaign called AWARE,
which was widely communicated on plant screens, onposters and in the form of a leaflet sent to all employees’
homes. It highlighted different lines of support covering allareas of physical and mental wellbeing: asking for help,
working together, help and support, respecting others andencouraging self-expression.

– propose a series of measures to reduce their working
hours until retirement,– implement preventive health initiatives,– adapt their working conditions,– encourage the recruitment of work-study students to
prepare them to take over the jobs of people set togradually retire,

Throughout 2023, we ran a succession of dedicatedcampaigns on a range of subjects including women’s
health, prostate cancer, breast cancer, suicide prevention,
debt counselling and mental health awareness.

– promote their skills by passing on glassmaking
knowledge to younger people;lrollout of best practices at the Albi site (France) to
reduce load-carrying.

g Outlookl

For the European Works Council, a one-day training session is to be organised on two topics: a reminder of the role of theEuropean Works Council and additional training on finance. At the request of the elected members, a guest from
Verallia UK will be present at the June 2024 plenary meeting to provide members with information about our new
subsidiary.

l

New negotiations will be opened, particularly on daytime donations and soft mobility.

2023 highlightslMore than 79 agreements signed in 2023, highlighting the importance and quality of social dialogue at Verallia.

lImplementation of numerous projects to improve the working conditions and well-being of our employees.

lAwards for two environmental projects at our production sites in the United Kingdom and Spain.

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2.4.6. Create partnerships with our communities
2.4.6.1. Policies & performances
Conscious that the impact of its activity is not limited to its
production sites, Verallia incorporates the ecosystem
concept into its strategy and action plans.
Sites are indeed located at the heart of a number ofcommunities (employees, customers, local communities,
neighbouring residents). Integrating production sites into
this local ecosystem contributes to the well-being of
employees and support for local communities.

The sponsorship actions implemented are consistent with
the Group’s CSR roadmap. They are developed locally toallow local leaders to develop better knowledge of thedivision, its players and its concerns. Verallia, historicallyclose to rural communities (given the location of its plants),
is keen to contribute to the economic and social
development of communities through sponsorship
activities.

Create partnerships with our communities
Commitments
Develop corporate and employee sponsorship
activities

Monitoring indicators

2023

2022

2021

Monetary contributions tocommunities, NGOs made by thecompany per year

0.8 M€

1,5 M€

1,5 M€

2.4.6.2. Action #1: Strengthen the impact and consistency of our donationsor sponsorship actions with Group values and our Purpose
Since 2022, the process for awarding donations has been
harmonised throughout the Group. Project selection is now
done by a special committee that places projects with aclear link to Verallia’s Purpose in the spotlight.
In 2023, many actions were carried out by the divisions tocontinue to raise awareness and help their community, onconcerns central to the Group’s values such as climatechange, diversity and inclusion, and solidarity.

Partnership with Progetto Quid in Italy
Progetto Quid is a project combining ethics andaesthetics, work and hope, fashion and sustainability. It is asustainable fashion project with human added value,
because it has been supporting vulnerable anddisadvantaged people, especially women, by offering
them employment, training and psychological support.
Verallia Italy is putting a lot of energy into this partnershipwith Progetto Quid, in the firm belief that it is crucial to offer
employment and training opportunities to those most at
risk of professional exclusion in Italy, especially women. Thisfeminine talent has given rise to collections of clothing andaccessories made from surplus fabrics, with the recovery,
design and production process taking place entirely inVerona.

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In 2023, we also sponsored several projects in Quid
workshops and prison workshops, including:lWordplaces, to structure work and social inclusion
opportunities for women at risk of exclusion byenhancing the opportunities for growing talent within
Quid;

l

Start Out, to support activities within the Verona prison
by improving and training the skills of certain inmates toprepare them for the job market when they leaveprison.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Ensuring a safe and inclusive work environment for all2

Our commitment to the wine industry in France.
Our close links with winemakers makes it natural for us to
support the work of the Cité du Vin in Bordeaux.
As a founding sponsor since 2011, we are proud to beplaying our part in raising the profile of the wine industry
through this unique and innovative cultural leisure site.
Today, our role is to contribute to the development of thewine industry, and our sponsorship is also a way for us toplay an educational role on the importance of glass as amaterial for preserving wine.
This sponsorship has allowed us to consolidate our image
as a local manufacturer (our Cognac plant is located justa few kilometres from the Cité du Vin), but also to
introduce people (employees, their families or evencustomers) to the culture, heritage and history of thisFrench know-how, which has made a major contribution to
the development of our glassmaking business.

In 2023, Verallia Spain will continue its sponsorship of the
Spanish Paralympic table tennis team, which began in
2021, with the aim of supporting young disabled athletes intheir participation in the Paris 2024 Paralympic Games.

g Outlook
In 2024, the Group will continue to support divisional initiatives in line with its values and Purpose. The Group will again
develop internal and external communications on projects led and supported by the various subsidiaries, thereby
encouraging employee engagement and giving visibility to the multitude of initiatives implemented.

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22.5. Complying with our values
and ethical principles with our
suppliers, clients and employees
In this section
2.5.1. Comply with key regulations(corruption, competition, embargoes, personal data, information security)163

2.5.1.1. Governance2.5.1.2. Policies & performances
2.5.1.3. Action #1: Fight corruption
2.5.1.4. Action #2: Ensure compliance with competition law
2.5.1.5. Action #3: Ensure compliance with rules on economic sanctions and embargoes
2.5.1.6. Action #4: Protect personal data
2.5.1.7. Action #5: Ensure the security of data and information systems

163
164
169
170
170
171
171

2.5.2. Build engaging and respectful relationships with our suppliers

173

2.5.2.1. Governance2.5.2.2. Policies & performances
2.5.2.3. Action #1: Engage our buyers and suppliers in a responsible purchasing approach
2.5.2.4. Action #2: Evaluate the CSR performance of our suppliers
2.5.2.5. Action #3: Build sustainable relationships with our suppliers and develop their CSR performance
2.5.2.6. Action #4: Develop purchases of responsible materials and services

174
174
176
177
178
179

2.5.3. Ensure product quality and safety for customer satisfaction

180

2.5.3.1. Governance2.5.3.2. Policies & performances
2.5.3.3. Action #1: Build a quality culture
2.5.3.4. Action #2: Observe the regulations in force
2.5.3.5. Action #3: Master and continuously improve quality in our production processes

180
181
182
184
185

"At Verallia, we believe that our business model and the trust our stakeholders place in us
both stem from respect for our values. We are committed to sustainable and profitable
growth that respects the environment and our employees, partners, customers, suppliers,
shareholders and investors. Together, we aim to promote a culture of ethics within
Verallia and lead by example. This is the framework for our Duty of Care Plan, published
for the first time this year."
Wendy Kool-Foulon, Verallia Group CSR Director & General Counsel

60

2023 key figures

60

0

88%

20%

conviction or finesof purchases covered by the Suppliers
Charter

reductionin the customer complaint rate

Verallia results exclusive of UK.

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Context and challenges
At Verallia, business ethics, a prerequisite for any approach
to social, societal and environmental responsibility, arebased on strict compliance with regulations and rules on
corruption, competition, embargoes, personal data,
information security and the fight against tax evasion. The
multiplicity of regions in which the Group operates,
combined with rapid change in local and international
regulatory frameworks, requires Verallia to monitor closely
both its performance and that of its subsidiaries so as toensure compliance by all employees in all countries.
Following the acquisition of its United Kingdom subsidiary,
Verallia is now subject to the Duty of Care Law and has
therefore drawn up its first Duty of Care Plan.

Product quality is another of the Group’s fundamental
commitments. To be effective, Verallia’s quality approachrequires the full commitment of all stakeholders, as it aims
to increase satisfaction right down to the end consumer byrigorously applying food safety requirements.
Lastly, with more than 12,000 suppliers, located mainly inthe countries where it operates, the Group also faces
considerable accountability challenges in the value chain,
and its Responsible Purchasing approach is strengthened
year after year to meet increasingly demanding
expectations in this area.

Key objectives and results
Referenceyear results
0 in 20192023(1)
results0

Progress vs
2022

2025
objective0% of purchases covered by
the Suppliers Charter

73% in 2020

88%

=

90 %

% decrease in the customer
complaint rate vs 2022

2022

-20%

in progress-35%

Commitments
Comply with key regulations

Performance indicators
Number of convictions or fines

Build engaging and respectful
relationships with our suppliers
Master and continuously
improve quality in our
production processes(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.

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2030
targetEXTRA-FINANCIAL PERFORMANCE STATEMENT
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2

2.5.1. Comply with key regulations(corruption, competition, embargoes, personal data,
information security)
The Group complies with the tax rules of the countries in which it operates and fulfils its reporting obligations within therequired deadlines. Verallia does not use any complex financial arrangements to obtain tax advantages (see Chapter 4)
and does not have any subsidiaries in countries on the European Union’s “list of non-cooperative jurisdictions for tax
purposes”.

2.5.1.1. Governance
Roles

Name of bodyGroup Legal Department

Main work in 2023
Validation and distribution of the Code of Ethics (replacing
the Code of Conduct), adaptation of the internal
whistleblowing procedure to the new European directive
and its distribution, review of the AFA (French anti-corruption
u agency) questionnaire, updating of the corruption risk map,alignment of the Anti-Corruption Code of Conduct (English
version) and drafting of the Duty of Care Plan taking into
account the results of the gap analysis

Policy definition andvalidationu Member of the Executive

Policy proposal andimplementation

u departments

Policy monitoring andstrategy validation

Annual analysis of the use of the gift declaration software;
reinforcement of the Group-wide rollout of the process andsoftware for third party assessments; validation of theconsolidated corruption risk mapping in 2023 and review of
Risk Committee, Group Audit
the follow-up of corrective action plans; new e-learning
andComplianceuu campaign for the compliance modules on the new training(1)
Committee
platform; review of cybersecurity at each Audit Committee
meeting. Ongoing compliance by the Group with the new
EU sanctions relating to the conflict between Russia andUkraine

Review of policy
implementation andemployee training

Audit, Risk and Internal
u Control Department

Policy improvement
proposals, coordination andassistance of complianceofficers

u compliance committees(2)Committee

Division and country legal

Division and country

Active involvement in the development and dissemination

u of the above Group policies; strong involvement in the local
implementation of the corruption risk mapping

Audits in the various countries to determine whether the gifts
and entertainment policy (and its dedicated tool) is known
u to employees and used by them; Annual screening of all
suppliers and customers (with the AEB tool)
Monitoring of the implementation of the 2023 actions andu rollout of new procedures

Implementation in the entities(dissemination, supervisionu Compliance officers
and coordination)

u rollout of new procedures

Ownershipu and procedures in forceu Employees

Implementation of the 2023 actions and monitoring of theFollow-up of compliance training; application of policies(1) CEO, Chief Financial Officer, Human Resources Director, Operations Director, CSR Director & General Counsel, Group Compliance Officer, Audit,
Risk and Internal Control Director(2) CEO of the company or geographical area, Chief Financial Officer, General Counsel, Human Resources Director, Risk Manager, Audit andInternal Control Manager, Compliance Officer(s)VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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The management of information security forms an integral
part of the missions of the Group’s Information Systems
Department, which reports to the Group’s Administration
and Finance Department.
The internal cybersecurity organisation consists of a central
team under the responsibility of the Group’s Head ofInformation Systems Security, covering the areas ofindustrial IT, applications and infrastructure. This team is

supplemented by an international organisation of local
points of contact for each of the Group’s divisions. To fulfil
its cybersecurity missions, the Information Systems
Department also relies on its partners, which arerecognised major players in these areas. Verallia has a
Security Operation Centre (SOC) managed by one of its
partners, a European leader in its field.

2.5.1.2. Policies & performances
The ethics and compliance policy is built on five pillars,
described below, each associated with objectives
presented at the end of the section in the table ofindicators.

l

A policy about compliance with rules on economic
sanctions and embargoes was adopted in 2016 andupdated in 2020. It is given to all new hires and can beaccessed by all employees on the intranet and on the
Verallia
website:https://www.verallia.com/en/ourcommitments/ethics-and-compliance/.
It
is
also
available to all employees on the Verallia Complianceinternal platform.

Each of these pillars is structured by specific and detailed
policies, most of which are available on our website, andwhich are summarised below:lFighting corruption
The anti-corruption and anti-influence peddling policy(2018, translated into all of the Group’s languages in
2019-2020; currently being revised), supplemented by
the conflicts of interest policy (last updated in 2018), theagents and intermediaries policy (last updated in 2021),
the gifts and invitations policy (last updated in 2021,
including the implementation in Q4 2021 of a gifts andinvitations declaration system) and the donations andsponsoring policy (2021, last updated in 2023) are
written and issued in French and English. They are given
to all new hires and can be accessed by all employeeson the intranet and on the Verallia website (https://www.verallia.com/en/our-commitments/ethics-andcompliance/). They are also made available to all
employees on the Verallia Compliance internal
platform. To facilitate access to these documents,
regular emails are sent by the HR teams to remind
employees where they can find them.

lCompliance with competition law
To manage risks related to competition, the Group has
prepared a guide to compliance with competition law(last updated in 2021) and a Trade Associations policy(last updated in 2022). They are given to all new hires
and can be accessed by all employees on the intranet
and on the Verallia website (https://www.verallia.com/
en/our-commitments/ethics-and-compliance/).
They
are also made available to all employees on the
Verallia Compliance internal platform, and regularreminders of their location are sent out by e-mail, in thesame way as for all anti-corruption policies.

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Compliance with rules on economic sanctionslEnsuring compliant usage of data
Unless otherwise indicated, the following documents
were created or most recently updated in 2021: thegeneral personal data procedure, supplemented by theexercise of rights procedure, the data breach
notification procedure, the signature by all Group legal
entities of an intra-Group data transfer protocol(currently being updated), as well as the preparationand circulation of Group models (e.g. information
notices) and tools to help with decision-making (e.g.
when to carry out an impact assessment and when touse an evaluation grid for an impact assessment) and,lastly, in 2023, the Group data retention procedure.
All of these policies are written and issued in both French
and English. They are made available to Data
Protection Coordinators (DPC) and Data Processing
Managers (DPM) for the entire Group on Verallia’sinternal Personal Data Protection SharePoint platform.
To facilitate access to these documents, e-mailcommunications are sent out regularly by the Group
Compliance Officer to remind coordinators andmanagers where they can find these policies.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Complying with our values and ethical principles with our suppliers, clients and employeeslProtecting our data and information systems
Verallia’s information security policy defines aframework based on best industry practices for criticalinfrastructure and is applicable to the entire Group.
These measures have been complemented by acompletely new set of standards specifically introduced
for the Group’s industrial IT systems.
The key concept defining the global cybersecurity
strategy for Verallia’s Information Systems is resilience,
which therefore implies extreme vigilance over theavailability of the data and software, the segregationand differentiation of environments according to theirfunction, the ability to rapidly restore data and limit
data losses, and the ability to rapidly detect intrusions
and data leaks.
This policy is organised around five points:– implementation of fundamental controls;– security of applications, supervision
detection of suspicious activities;

for

early

– raising of users’ awareness in order to make everyone
a cybersecurity partner; governance in order tocontrol and monitor this policy;

2– conduct of cybersecurity projects and incident
management;– conduct of cybersecurity projects and managementof incidents.
Regarding governance, Verallia has adopted a reference
framework based on best market practices for criticalinfrastructure, in particular the French National Agency for
Information Systems Security (ANSSI) and the UK National
Institute of Standards and Technology (NIST). This isreflected in a policy applicable to the entire Group, which
is supplemented by a completely new set of standards forindustrial IT systems, thereby enriching its Information
Systems Security Policy.
The creation and monitoring of operational security
dashboards give a vision of the threats, the projects andthe coverage of the security controls.
Verallia will continue to improve its preparedness for crisis
management by planning and testing crisis scenarios andby developing business continuity plan scenarios for its
basic infrastructure and industrial information systems.

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Complying with our values and ethical principles with our suppliers, clients and employees

Comply with key regulations (corruption, competition, embargoes, personal data, information security)(1)
Key commitments and objectives
Monitoring indicators
2023
2022
Comply with all key legislation
Number of convictions or fines
00
Total number of alerts received (and %handled)Objective: by 2023, train 100% of employees
exposed to corruption risks in the anti-corruption
programme
Ensure compliance with competition law
Objective: by 2023, train 100% of new employees
exposed to competition risks in the competition
law training programme in their first year with theGroup.
Ensure compliance with rules on economic
sanctions and embargoes
Objective : train 100% of employees exposed torisks of violation of economic sanctions andembargoes.
Protect personal data
Ensure the security of information

0

51

15

7

(5)

(5)

(87 %)(100 %)(6)0 (N/A)

1 (100 %)% of the defined population trained in our(2)anti-corruption programme

100%

97.5 %

98.9 %% of the defined population trained in ourcompetition law programme

100%

98.9 %

98.8 %% of the defined population trained onrisks of violation of economic sanctions
and embargoes

100%

99.4 %

94.8 %% of requests for the exercise of GDPR
rights handled

100%

100 %

100 %

95

81.9

25.8

0

2

1

Number of ethical alerts received (and %handled)Fight corruption

2021

Number of events collected for analysis, in(3)billions(4)

Number of incidents with impacts

86%

5 (60%)(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
(2) The population defined for each training module is described in the section below.
(3) Cybersecurity event: audit data relating to the execution of a process, whether or not initiated by a user, that may impact the information
system.
(4) Cybersecurity incident: an event that adversely affects the availability, confidentiality or integrity of the information system.
(5) The total number of alerts received in 2023 includes seven alerts currently being processed (six of which made less than three months ago). The
two HR alerts received at the end of December 2022 were deemed unsubstantiated.
(6) Three alerts (out of five) related to compliance issues (two confirmed and one partially confirmed), which have now been dealt with and forwhich the necessary corrective actions have been implemented.

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In 2023, Verallia’s Internal Audit Department introduced
specific compliance audits. 100% of our entities will be
audited over four years. In 2023, 32% of companies wereaudited for the first part of the compliance programme
controls.
Regarding the target population for compliance training
programmes, it is important to note that Verallia trains all
people likely to be exposed to:lthe risk of active/passive corruption (anti-corruption
training),l

the risk of engaging in anti-competitive practices orviolating embargo rules (competition training, e.g.
exchanges of sensitive information and embargo/economic sanctions training).

In practice, the following functions are mainly (but not
exclusively) targeted: General Management, Purchasing,
Sales & Marketing, Customer Service, Human Resources,
Legal, Finance, Internal Audit and Control. As Verallia is anindustrial group, the population exposed to the risks
mentioned above represents excluding UK: approximately
12% of all Group employees and approximately 33% of
employees excluding blue collars; including UK, it
represents respectively: approximately 12% and 34%.
Moreover, control processes are included in the Group’s
Internal Control Manual. They are subject to an annualinternal self-assessment by the Group’s subsidiaries, leading
to corrective action plans if necessary.

61

2

In 2023, ongoing awareness-raising efforts allowed Verallia
to confirm its very good performance on thesecompliance indicators, demonstrating the key place thatcompliance with the law occupies among Verallia’svalues. Demonstrating its commitment to continuous
improvement, particularly in the area of compliance,
Verallia has chosen and implemented its new 360 Learning
training platform, known as “Reimagine your future”.
Regarding IT security, the Group has gradually extended
61
the scope of trace collection to cover Verallia businessscenarios and associated risks. This approach will be
continued in order to allow any attacks to be detected
early. In 2023, Verallia further increased the volume of datacollected (+16%), giving it more comprehensive visibility
across all IT systems. This outcome is attributable chiefly tothe modernisation of collection technologies and theextension of the collection scope finalised in 2021 forindustrial systems and certain applications, as well as to theimproved productivity of the internal organisation and thatof its partners. Trace collection is the collection of system
audit data from all servers and workstations using standard
operating system tools, anti-virus software and an
additional probe known as EDR to identify processes being
run and internet access. Verallia collects and analyses thesame data from application systems, such as SAP, forprivileged accounts and access, as well as access tocritical transactions. All the collected data is aggregatedin the recently upgraded SIEM (Security Information andEvent Management) system.

Our information system generates log files (also known as traces), most of which are generated automatically by the computer systems
used, and which provide a record of user activity. These traces are then stored and can be analysed automatically or manually as
required to detect any abnormal or malicious behaviour.

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The main measures implemented within the framework of our Ethics and Compliance policy are summarised in the tablebelow. Details of the measures specific to the various pillars are given in the following sections.
Keymeasures
Mapping ofrisks

Comprehensive rollout of “Ethics and Compliance” measures*
Risks related to corruption, competition, embargoes, personal dataprotection and cybersecurity are included in the Group’s risk
mapping (see Section 4.1.4.1 of the URD).

Specific measures by pillar
Anti-corruption: a corruption risk map has
been prepared, see the section on this pillar
below.

Training

Training is regularly offered to employees, where appropriate
See the sections below for details of theparticularly targeting those employees deemed to be at risk.
training offered to employees in respect ofTraining rates for the target populations are presented in the table of each pillar.
indicators above.

Internal
control

Control processes are incorporated in the Group’s Internal Control
Manual. They form the subject of an annual internal self-assessmentby the Group’s subsidiaries, giving rise to corrective action plans if
necessary.

Anti-corruption: specific controls related tothe prevention of corruption are carried out,
see the section dedicated to this pillar below.

AuditsInternal audit programmes regularly incorporate a number ofcontrols to ensure that the Group’s processes and policies in theareas of anti-corruption, competition law, economic sanctions andembargoes, and personal data protection are properly
implemented. Introduction of (specific) compliance audits in 2023.
Applicable only to the “Anti-corruption” and “Economic sanctions
and embargoes” pillars.

Anti-corruption and competition law: specificaudits related to these two pillars are carriedout, see the dedicated sections below.

Control ofthird parties
Whistleblowi
ng platform

See the sections dedicated to the “Anticorruption” and “Economic sanctions andembargoes” pillars in the sections below.

A whistleblowing platform is accessible in all countries, in the local
language, via the intranet and the external Verallia website. It
allows any observed non-compliance to be reported. In May 2022,
Verallia changed its whistleblowing platform (more accessible, moreintuitive and allowing the use of a hotline in all Group languages)
and has updated the related documentation (policy, user guide,etc.). The whistleblower hotline can be used to report any ethicalbreach including cases of corruption or anti-competitive behaviour.

* Measures applicable unless otherwise stated to all pillars of the “Ethics and Compliance” policy except for the
Cybersecurity pillar, which is subject to specific adapted measures, presented in the dedicated section.

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Complying with our values and ethical principles with our suppliers, clients and employees

2

2.5.1.3. Action #1: Fight corruption
In addition to the general measures presented in the introduction to this section, Verallia applies the following specific anticorruption measures:
Specific measures relating to the “Anti-corruption” pillar
Mapping of risks

l Initial mapping of corruption risks carried out in 2017, subsequently updated in 2018 and 2020, and thenconsolidated at Group level and enriched in 2021, with the aid of a specialised external consultancy.

l Anti-corruption questionnaire updated in 2022 and completed by all subsidiaries.
l With the support of a new specialised external consultancy, strengthening of the methodology for

updating the corruption risk mapping in 2023 (streamlining of the risk framework and corruption scenarios,
workshops with key division/Group functions, production of consolidated maps at divisional level – In
addition to entity and Group level – and definition of corrective and improvement action plans by entity).

l Implementation of action plan monitoring at entity/division/group level.

Training

l Group e-learning module offered since 2017 to all exposed employees (updated in 2020, complete

overhaul in 2021 and 2023), complemented by face-to-face training sessions managed by the divisions.

l Available in all the Group’s languages via the training platform (360 Learning since 2023). This platform,

which is open to all countries (except Russia, where a local platform has been set up), allows course
completion rates to be monitored.

l 2023 target: all employees exposed to corruption risk (vs 2022: new hires).

Internal control

l Controls specifically related to the prevention of corruption reviewed and updated in 2023.
l Reliability of the annual self-assessments by subsidiaries verified by internal auditors when performing theiraudit assignments.

l Absence of a certified anti-corruption management system at Verallia’s operational sites.

Specific audits
carried out(themes)l 2019: compliance with the Sales Agents and Intermediaries policy.
l 2020: compliance with the Sponsorship and Patronage policy (updated in Italy in 2021).
l 2022 : professional whistleblowing system (knowledge and awareness).
l 2023 : review of the gifts and invitations policy (and dedicated software).
l Corrective actions implemented.

Control of third
partiesl Agents and intermediaries procedure initiated in 2016 and reinforced in 2021:

It requires in-depth due
diligence beforehand, in particular by means of a detailed questionnaire to be completed by the third
party.

l Implementation in the second half of 2020 of supplier ethics control procedures by the Purchasing

Department (questionnaires managed and evaluated by external service providers).
l Following the results of the 2021 risk mapping, tighter controls on third parties identified as belonging to theriskiest categories: implementation of corruption due diligence software; rollout of the new third-party due
diligence procedure.

Disciplinary rules

Non-compliance with procedures may result in penalties, as provided for by the Internal Rules or theapplicable collective agreement.

g OutlooklImplementation of corrective action plans identified aspart of the corruption risk mapping process;lTranslation and circulation of the Anti-Corruption Codeof Conduct in all of the Group’s languages andintegration into the internal rules of the subsidiaries;ll

Implementation of the Duty of Care Law;l

Continuation of anti-corruption training for all new hires
in line with the rollout of e-learning (target confirmed);l

Finalisation of the integration of Verallia UK and rollout of
the entire compliance system within the new subsidiary.

Assessment of third parties: adjustment of categories ofthird parties at risk (alignment with 2023 corruption map;

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2.5.1.4. Action #2: Ensure compliance with competition law
In addition to the general measures presented in the introduction to this section, Verallia applies the following specificmeasures in the area of competition law:
Specific measures relating to the “Competition Law” pillar
Training

l Mandatory competition law training programme revised in 2021 to make it more effective; rollout to the

population most exposed to risk, in all the Group’s languages via the Group training platform.
l In 2020, creation of a training module covering the relationship between sales representatives and theirdistribution channel (and agents); initial target: sales forces in all countries, extended in 2022 to buyers,
lawyers, internal auditors and controllers, as well as chief financial officers.

l New tools were created and circulated in 2022 during the Compliance Week (a “dos and don’ts” flyer in

French and English; cartoons depicting key messages translated into all Group languages).

Specific auditsl In 2021, specific internal audit on professional associations and employees’ participation in those

associations in all Group subsidiaries. Corrective actions taken.

l External audits, along the lines of an inspection by an independent authority, conducted annually by

specialist firms to ensure the implementation of these rules within Verallia.

g Outlookl

New e-learning campaign (for 100% of the target population);l

External audit by a specialised firm along the lines of an inspection by a competent authority: new subsidiary targeted;lOverhaul of the competition law training course.

2.5.1.5. Action #3: Ensure compliance with rules on economic sanctions
and embargoes
In addition to the general measures presented in the introduction to this section, Verallia applies the following specificmeasures as regards compliance with the rules on economic sanctions and embargoes:Specific measures relating to the “Economic Sanctions and Embargo” pillar
Trainingl Before 2020 (and occasionally thereafter, managed by the divisions): face-to-face training based on

training materials developed by Verallia.

l Global training campaign (via the Group training platform) targeting the most highly exposed functions(finance, accounting, sales, purchasing) launched between 15 December 2020 and the end of February
2021.

l Further comprehensive training campaign launched in September 2022 and repeated in August 2023;

expanded target: employees working in the purchasing, sales and marketing, legal, audit and internal
control functions, as well as the chief financial officers of the Group’s legal entities.

Control of third
partiesl Since 2017, use of the AEB platform (dedicated to sanctions and embargoes) to assess our third parties;

positive assessments are a prerequisite for the creation of any third party account in our system.

l Since 2020, addition of an annual mass audit of all our suppliers and customers via this platform, to be

carried out by all the Group’s subsidiaries.

l To comply with the new sanctions (notably European) against Russia, mass audits of all suppliers andcustomers of our Russian subsidiaries carried out on a weekly basis until the summer 2022, on a monthly
basis until the summer 2023, and then every two months.

g Outlook
In 2024, existing actions will be continued, in particular the screening (with our AEB tool) of all new customers/suppliers aswell as the annual mass screening of all supplier and customer databases (higher frequency for Russian suppliers andcustomers, which are the focus of particular attention) and the screening of all active customers and some Russian suppliers
using the specific Altares software.
There are also plans to update the process and e-learning training.

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2

2.5.1.6. Action #4: Protect personal data
In addition to the general measures presented in the introduction to this section, Verallia applies the following specificmeasures for the protection of personal data:
Specific measures relating to the “Protection of Personal Data” pillar
Trainingl In 2019, organisation of the first module of face-to-face training courses in all countries for Data Protection

Coordinators (DPCs) and Data Processing Managers (DPMs) on the basis of internal training materials in
French and English (subsequently adapted and translated into the Group’s languages). ).

l New face-to-face training module developed in 2021 in France (focus on HR at headquarters and inplants) and at the Group’s headquarters (reworking of the 2019 module, aimed at DPMs; translated into
English and circulated within the Group at the beginning of 2022).

l Two new face-to-face and distance learning DPM training sessions (beginner and advanced levels) heldat the Group’s headquarters in October 2022.

l To coincide with Compliance Week in November 2022, development and distribution within the Group of

a flyer on the key GDPR compliance rules (in French and English), together with four GDPR awarenessvideos (translated into all Group languages).

g Outlook
In 2024, existing actions will be continued and strengthened, in particular local implementation of Group procedures,
updating of registers, divisional training and impact analyses.

2.5.1.7. Action #5: Ensure the security of data and information systems
Verallia is improving its preparation for crisis managementby planning and testing crisis scenarios and by developing
continuity scenarios for its basic infrastructure and industrial
information systems.
Various actions carried out or underway are aimed atstrengthening the security of IT infrastructure andhardware, particularly with regard to treasury and industrial
systems, which in turn help limit the risk of internal fraud andexternal intrusion. There is also centralised supervision
allowing for detection, analysis and rapid reaction(Security Operation Centre), operated by a front-ranking
partner.
Various other actions are carried out annually to raise
employee awareness of cyber risks, particularly phishingand ransomware, for which exercises were held twice thisyear. Verallia also conducts regular attack simulations(redteam exercises) to test its entire strategy and processes(resilience, detection, reaction, compliance with basic
procedures, awareness, etc.).

Verallia also has a disaster recovery plan that relies on aregularly tested backup, recovery and versioning policy foruser data (PCs) and application data (servers), as well as
on technological diversification and an architecture that
reduces the risk of exposure to a systemic incident.
A GDPR and IT security questionnaire is used to create an
inventory of the Group’s private and sensitive data foreach new project coordinated by the security team andthe legal team.
Role segregation involves managing access rights toapplications and reviewing privileges granted to ensurethat only strictly necessary privileges are granted, and that
incompatible rights are avoided.
Lastly, Verallia has taken out an insurance policy covering
cyber risks.

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g Outlook
The strategy initiated in 2020 will be continued in 2024, with:lregular employee awareness-raising using a variety ofmethods and tools, prioritising tools that allow greaterinteractivity. In this respect, simulation exercises will be
more numerous than in 2023, and simulated scenarios
will be diversified;lextended supervision of compliance with basic
requirements to all software components of theinformation system;

increased capacity for the collection of events andtherefore capacity for detection. As such, we plan tocontinue our strategy of growing the collection ofindustrial and non-industrial IS traces and their analysis;
l improvement of reaction processes by pursuing two
objectives: greater reactivity and greater resilience. As
such, we plan to continue testing and improving ourcrisis management scenarios.
l2023 HighlightslDissemination of the Code of Ethics (in all Group languages).

lCompletion of a gap analysis on the implementation of the duty of care and drafting of the Group’s first Duty ofCare Plan (see dedicated section).

l

Updating (and strengthening of the methodology) of the consolidated mapping of corruption risks andimplementation of action plan monitoring at entity/division/Group level;l

Alignment of the anti-corruption code of conduct with the results of corruption risk mapping (French and English
versions).

lStrengthening of the whistleblowing system (especially communication on the strict respect of confidentiality;
reiteration of the principle of prohibiting any reprisals against whistleblowers).

lOverhaul of the anti-corruption e-learning course (translated into all Group languages) and its integration, along withother compliance courses, into the new 360 Learning training platform.

lCirculation in December of the Group procedure on the retention of personal data.

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2.5.2. Build engaging and respectful relationships
with our suppliers“The comprehensive purchasing policy includes CSR as a key pillar. CSR criteria are now
included in our purchasing practices and are an important marker of the maturity of ourpartners. First, our suppliers must adhere to our values and sign our charter. Second, ourpurchasing strategy – and as such the choice of our main suppliers – takes into account
CSR performance and capacity for action. We pay equally close attention to the results
reported and to the associated objectives and roadmaps, particularly in terms ofdecarbonisation. This is reflected in the close involvement of our purchasing teams andthe increasing implementation of action plans and initiatives with our suppliers. Our SBTitarget is particularly ambitious, and we know we can achieve it thanks to thecommitment of the entire value chain.”Jérôme Crest, Group Purchasing Director

Responsible purchasing management is a major challenge
within Verallia. Purchases actually account for 60% of theGroup’s revenue, i.e. €2.53 billion. Verallia interacts withmore than 12,000 suppliers located mainly in its countries ofoperation. Purchases of raw materials and energy accountfor more than 50% of spending. The other major purchasing
items are investment purchases, transport, production
purchases (including consumables), packaging, generalpurchases and other small purchases.

With the exception of certain expenses such as soda ash
and moulds, the vast majority of purchases are made fromsuppliers located in the same country as our plants.
Purchases in low-cost countries remain low (less than 1% of
the Group’s purchases are made in Asia). In a particularly
unstable environment, Verallia promotes a commitment to
its suppliers based on the development and respect of theGroup’s values in a sustainable manner.

Breakdown of suppliers by purchasing category
1%

2.5

3%

4%
8%

36%

billion euros
spent

20%

in 2023

13,200

EnergyPackaging
Raw Materials
Transport
Investments
Production(including consumables)
General expenses

activesuppliers
28%

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2.5.2.1. Governance
Roles
Definition of the strategy

Name of bodyu Executive Committee

Building of a structured
approach, coordination ofGroup Responsible
the Responsible Purchasingu Purchasing and Supplier
network and management of
Quality Manager
training

Main work in 2023
u Setting of annual targets.
Coordination of the purchasing network through monthly
steering committee meetings and reporting tools (review ofcountry scorecards, monitoring of supplier action plans).
Organisation of Responsible Purchasing awards at countryuand group level (Verallia Super Champion).
Integration of Verallia UK in 2023
Number of coordination meetings: 2 per monthl Monitoring of the implementation of the responsible

purchasing strategy (progress of evaluations, audits andaction plans);l Validation of operational guidelines (e.g. due diligence on

Coordination and monitoring

CSR Risk Managementu Committee(1)uconflict minerals and cobalt, due diligence linked toEuropean sanctions against Russia) ;l Delicate strategic trade-offs (strategic suppliers,

recalcitrant to the CSR approach).

Number of meetings: 2 committee meetings in June andDecember
Local organisation through the management of countryrelated initiatives (implementation of assessments, audits and
Implementation in the entities u Network of correspondents u action plans). Organisation of the annual CSR Awards.
Training for new arrivals in local purchasing teams
Number of meetings: 24
Ownershipu Employeesu Participation in Verallia Sustainable Purchasing Events.

(1) The CSR Risk Management Committee is made up of members of the Executive Committee, the Group Purchasing Director and theGroup Responsible Purchasing Director. It meets twice a year to monitor developments in respect of CSR risks, including risks related toconflict minerals and cobalt in our supplier panel, to monitor progress on actions underway, and to make decisions related to thecontinuity of business in certain highly challenging situations. It may meet more often when urgent and important decisions are required.

2.5.2.2. Policies & performances
The Responsible Purchasing policy, which was rewritten in
2022 to align with our Purpose, is intended to be both moreengaging for Verallia and more demanding for our
suppliers. Aligned with Verallia’s Code of Ethics and its
commitment to the United Nations Global Compact, it isbased on three fundamental principles:
1. ENSURE THAT INTERNAL AND EXTERNAL STAKEHOLDERS
respect the Group’s values in purchasing;
2. CO-CONSTRUCT SUSTAINABLE RELATIONSHIPS with our
suppliers and foster innovation in support of the Group’s
CSR strategy;
3. MOBILISE AND DEVELOP INTERNAL STAKEHOLDERS in thepurchasing process in a responsible purchasing
approach.
Verallia’s Responsible Purchasing policy emphasises
circularity in purchasing, eco-design and decarbonisationof its products.

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A particular focus has been placed on the issues of decent
remuneration for suppliers, diversity and inclusion, andrespect for human rights.
It also lays down the roadmap related to the conflictminerals policy. This policy, which applies to the entire
Group, is available on the Verallia website (https://www.verallia.com/wp-content/uploads/20224/01/
Verallia_politique_achats_responsables_2022.pdf). It is also
circulated by means of a Teams channel dedicated toresponsible
purchasing,reaching
theresponsible
purchasing correspondents in each entity. A special
presentation has been made to the entire network,
thereby mobilizing our employees to a greater extent.

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The purchasing teams have continued their efforts to apply
the Responsible Purchasing policy in all of the countries
where Verallia operates. This has resulted notably in an
intensification of the assessments of priority risk suppliers
and the implementation of action plans with our suppliers
according to the SMETA (Sedex Members Ethical Trade
Audit) standard.
In 2023, Verallia completed the evaluation of its most risky
suppliers (“red flags” in our risk mapping). In total, morethan 300 suppliers have entered into an evaluation process(EcoVadis), with audits systematically triggered for thosewith a score below 35/100.

Targeted support for our suppliers and special
attention to sand mining
Sand is identified in our risk mapping as a “major risk”. We
pay particular attention to our sand suppliers, especiallythe quarries from which sand is extracted. Most extractionis alluvial (> 75%). Risk analysis reveals possible impacts on
three fundamental aspects: fraud and corruption,
depletion of natural resources and biodiversity, and healthand safety at work. Aware of these issues, Verallia applies
a very strict policy towards its sand extractors byconducting CSR audits at each source quarry. To date,
100% of our sand extractors have been audited on site by
62
a SMETA 4-Pillar approved body . Verallia has also chosen
to develop its own sand quarries in certain countries,
allowing it to apply its CSR standards. A sand quarry isscheduled to open in Italy in 2024.
More generally, Country Purchasing teams are called on
intensively to support the most highly exposed suppliers in
the implementation of corrective actions based on therecommendations of our audit body, QIMA (SMETA 4Pillar). Such actions help to improve compliance withsafety standards, or working conditions and pay in certain
countries (e.g. India). Through its purchasing strategy,
Verallia gives priority to local suppliers. In addition tolimiting the impact of transport (Scope 3), this means that
CSR criteria can be monitored more closely throughstronger and more responsive cooperation. To date, 91
action plans have been launched, 64 of which have been
completed.

Build engaging and respectful relationships with our suppliers(1)
Quality commitments
Monitoring indicators
2023
Engage our buyers and suppliers in a responsible
Percentage of the amount of
88 %purchasing approachpurchases covered by the
Suppliers Charter
Objective: ensure that 90% of purchases are coveredby the Suppliers Charter by 2025.
Evaluate the CSR performance of our suppliers

Percentage of suppliers identified
to date as priority risk according to
Objective: 100% of suppliers identified as “priority risk” the AFNOR matrix that are in theby EcoVadis to be assessed by 2025.
process of or have completed an
EcoVadis assessment or in theprocess or already CSR audited
Build lasting relationships with our suppliers
Number of action plans initiated asa result of supplier noncompliance(2)(3)

2022
88 %

2021
82 %

(2)

96%

99 %

89 %

91

57

24

(1) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
(2) Due to the war in Ukraine, figures for Ukraine have been excluded from the calculation this year.
(3) Verallia UK is not included in the 2023 figures as it is still rolling out measures. It will be included in the 2024 data.

As part of its referencing, each new supplier is required tosign our charter, improving the rate of coverage, year afteryear.
Of all our red flags, excluding Ukraine from our scope, only
10 suppliers did not participate our evaluation process todate, Our team is working on convincing and enrollingthem. For the second year in a row, Ukraine cannot be
included in the calculation of the second indicator due tothe impossibility of conducting on-site audits.

62

Each year, on-site audits lead to concrete action plans. By
the end of 2023, 91 action plans had been launched.
Signing the Suppliers Charter is a mandatory step in theapproval of any new supplier. Local teams have steppedup their efforts to get their suppliers to sign the charter andreached a level of 88%, corresponding to the percentage
of our expenditure covered by suppliers that have signed
our Suppliers Charter.

SMETA 4-Pillar: Sedex Member Ethical Trade Audit. This method was developed by Sedex, a global organisation of non-profits. SMETA aims
to align social auditing standards and control practices).

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In 2022, the Group decided to propose a new Charter toits suppliers (the first Charter was issued in 2018).
The new Suppliers Charter reinforces the link between
Verallia’s expectations of its suppliers and its own Purpose,
its Code of Conduct and its new CSR objectives. Moredetailed, it sets out Verallia’s commitments to its suppliers
and includes new subjects such as conflict minerals andthe whistleblowing platform.

All suppliers are required to sign the new Charter, which
commits them to adhering unreservedly to the following
principles: respect for the right to development, respect for
the rights of employees (the Charter includes thepromotion of and respect for the fundamental
conventions of the International Labour Organization, suchas the elimination of forced or compulsory labour and theeffective abolition of child labour), respect for health andsafety, commitment on environmental aspects andcompliance with the law.

2.5.2.3. Action #1: Engage our buyers and suppliers in a responsible purchasing
approach
Buyer training

Supplier awarenessIn 2022, we trained 100% of the Group’s Responsible
Purchasing correspondents. In 2023, particular attention
went to water resources. All purchasers took part in the“Environment Day”, which focused on the challenges ofwater consumption.

In addition to the widespread signing of the Suppliers
Charter (detailed above), Verallia wishes to raiseawareness among suppliers as early as the tender process.
In fact, CSR criteria are included in the purchasing
procedures relating to the conduct of tenders in order totake account of the CSR approach undertaken by
suppliers in the selection process. These CSR criteria aresubsequently formalized in CSR clauses in contracts signedwith suppliers. For example, criteria for waste recycling andrecovery are included in calls for tenders and contracts forthe purchase of computer equipment. They are also a
cornerstone of our strategic agreements with key partners.
In particular, this means sharing roadmaps for
decarbonising production sites.

2023 also marked the integration of our United Kingdom
subsidiary Verallia UK into our responsible purchasing
processes and tools. The rollout, training and organisation
went to plan.

This year saw the inaugural Supplier CSR Group Award,
presented by the Group CSR Director and GeneralCounsel. Supplier Cartonplast Ibérica was selected for its
commitment to CSR challenges, based on theimplementation of several projects with proven impact.

g Outlook
Below are the actions already planned to intensify the mobilisation of Verallia and its suppliers in 2024:
1) Update of our CSR risk mapping using new tools and better reflecting local specificities;2) Expansion of our panel of partners involved in on-site CSR audits;
3) Integration of the North American subsidiary into our responsible purchasing policy;4) Action to ensure that each Group subsidiary organizes and runs a CSR awareness event for its supplier panel.

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2.5.2.4. Action #2: Evaluate the CSR performance of our suppliers
To target and address the highest CSR risks of its existing
suppliers, Verallia has structured a risk management
process. It includes risk mapping, supplier assessment(EcoVadis), on-site external CSR audits based on the
SMETA international system, action plans for proven noncompliance and a delisting process in the event of major
non-compliance or non-compliance with corrective actionplans.

Step 1: Mapping of purchasing risks
Verallia has adopted a supplier risk mapping tool
developed by AFNOR, tested conclusively in 2019 andthen rolled out in all of the Group’s countries in 2020. It
identifies a level of CSR risk by purchasing category and bycountry of location of suppliers, based on a matrix broken
down into three areas, namely ethical, environmental andsocial.
This tool is available to the purchasing community andidentifies suppliers for which a CSR performanceassessment (possibly triggering an audit) is required. It thus
focuses assessments on the most at-risk categories/
countries, namely raw materials, chemicals and civilengineering/building.

As announced in 2022, Verallia has set up a system toencourage suppliers with an EcoVadis score above 35 tocontinue
theirefforts
andcomplywiththerecommendations given in their evaluation report. This is inorder to achieve a higher score in their next assessment
and to engage them in the trajectory of our Code of
Ethics.
Finally, Verallia UK, which joined the approach in 2023, hasalready launched the evaluation process for 16 suppliers, 8of which have been identified as compliant and 8 ofwhich are currently being evaluated.

Step 3: Supplier audits
Based on the results of the EcoVadis supplier assessments,
Verallia initiates audits of the companies with the lowest
scores. Verallia has commissioned QIMA to carry out onsite audits according to the SMETA 4-Pillar protocol. By theend of 2023, 125 audits had been performed. Each audit
concludes with the publication of an audit report,
including all the observations and controls carried out,
according to the SMETA 4-Pillar Audit protocol, which
includes the following measurement criteria:l

In 2023, new risk mapping tools were identified for
deployment in 2024. The aim is to update our risk mapping
and better identify emerging risks and local specificities.
For example, the proliferation of our cullet suppliers has
increased business ethics risk.

Ethical Trading Initiative (ETI) Code of Ethics based on
the requirements of the International Labour
Organization;lrights covered by the UN Guiding Principles;lmanagement systems;lresponsible recruitment;

Step 2: EcoVadis evaluation questionnaireslright to work;

Our entire supplier base is checked through the mapping
tool described above. Thus the level of CSR risk of new
suppliers is determined on a regular basis. The results of thismapping are then used to more specifically target
suppliers with a high risk and which require a CSR
performance assessment. Assessments are calibrated
based on the size of the targeted entities. Verallia now onlyuses the EcoVadis tool.

loutsourcing and teleworking;lenvironmental assessment;lassessment of business ethics.

The Group strives to cover all of the highest risk suppliers(“red flags”) with this process. By the end of 2023, 600
suppliers had been included in the evaluation process. For
the 66 suppliers who do not achieve 35/100 on the
EcoVadis assessment, Verallia prescribes an on-site audit
according to the SMETA 4-Pillar protocol (see below,“Supplier audits” section).

Step 4 involves implementing supplier action plans, theelements of which are set out below in Action #3 “Buildsustainable relationships with our suppliers and develop
their CSR performance”.

The geopolitical situation has led us to restructure our
supplier audit partnerships in Russia and Ukraine. As a result,
we have inaugurated a partnership with SGS, which
conducted three audits in Russia in 2023.

g Outlook
EIn 2024, Verallia plans to continue its risk assessment programme by intensifying actions targeting the most highly exposed
suppliers. The programme will be extended to the suppliers of Verallia’s American subsidiary and will be aligned with the
new risk mapping planned for 2024. Verallia also plans to expand its range of partners for on-site audits.

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2.5.2.5. Action #3: Build sustainable relationships with our suppliers and develop
their CSR performance
Supplier action plans
Each on-site audit gives rise to a report proposing actionplans for each instance of non-compliance identified.
Instances of non-compliance are weighted by a criticality
level (“critical”, “major”, “minor”). This global corrective
action plan is communicated to the supplier. Verallia
requires “critical” and “major” instances of noncompliance to be resolved within six months.
The implementation of the action plans is monitored
directly by the buyer responsible for the supplier and isaudited by the CSR Supplier Audit Committee. This
committee brings together the Group Purchasing Director
and the Local Purchasing Director, in addition to thecentral responsible purchasing team. Items deemed
critical and requiring a decision are referred to the CSR Risk
Committee, involving Executive Committee members.
In addition, to measure the volume of action plans
undertaken and implemented, the central team has
introduced an indicator to monitor the number of actionplans opened and processed. In 2023, the purchasing
teams monitored 34 action plans, 10 of which weresuccessfully completed. Examples of measures covered bythese action plans include the improvement of safety
conditions (emergency exits, fire-fighting systems), working
conditions or pay (payment of unpaid overtime), or
environmental protection measures (storage of hazardous
products).

In 2023 Verallia held various events with its suppliers inArgentina, Chile, Brazil, Germany, Spain and Portugal.
Several CSR awards were presented to the mostcommitted suppliers by a member of the country
Management Committee. For the first time, we alsoorganised a Group-wide supplier CSR award. It waspresented to the selected supplier in Spain in earlyNovember by the Group CSR Director and GeneralCounsel.

Ethical business relationships
Verallia has strengthened the ethical dimension of its
supplier control process. In addition to the Responsible
Purchasing assessment process, the purchasing teams areworking to implement new tools to identify risks more
quickly. Together with the Compliance Department, theAltares tool has accordingly been introduced for certain
categories such as cullet suppliers. At the same time, newsolutions are due to be tested in early 2024.
Verallia continues to favour local sourcing, which ensuresbetter knowledge of our suppliers and greater
responsiveness in the implementation of action plans.
The Group’s priority in its purchasing policy is to maintain abalance between local sourcing and partnerships withinternational players. These are essential because they
offer cost-effective solutions, although they often involve
more distant sourcing.

g OutlooklGrowing involvement for Verallia with its suppliers and increased monitoring of those committed to corrective actionplans.

lContinuation of fruitful collaboration and interactivity between the Purchasing and Compliance Departments tocoordinate actions to identify and combat corruption in relation to our suppliers.

lIntensification of Responsible Purchasing communication with suppliers in the various countries, with the organisation ofsubstantial new events geared towards a Group-level event.

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2.5.2.6. Action #4: Develop purchases of responsible materials and services
Carbon footprint of purchases

Conflict minerals and cobalt

Since 2019, Verallia has systematically calculated its Scope
3 CO2 emissions on an annual basis in order to identify thesegments and suppliers that contribute most. At the sametime, three areas of work were established in 2021 andinitiated to improve the management of Scope 3 initiatives
by purchasing teams:

Verallia pays particular attention to suppliers linked to theconflict minerals regulatory system. In this regard, thesupply of surface treatment solutions containing tin (glass
container
manufacturing
process)orgold-based
decoration solutions (bottle decorating process) is subject
to special monitoring in accordance with good practices
and existing regulations.

ldevelopment of reporting and simulation tools for the
categories that contribute most: the calculation ofemissions linked to sales-related transport, the supply of
soda ash and cullet is now automated. All Scope 3
reporting has also been standardized to ensure a highlevel of responsiveness in emissions reporting. This
process is currently being finalized.

lmanagement of a CO2 reduction plan including the
suppliers with the biggest emissions in the transport, rawmaterials (mainly sodium carbonate and cullet) andpackaging categories: Verallia engages these suppliersin the implementation of actions to reduce theiremissions (collection of the calculation of their emissions
and their action plan to reduce them, in accordancewith the Group’s CO2 roadmap) and establish practical
reduction projects (see 2.2.2 Reducing Scope 3
emissions). This ambition is an integral part of the values
shared through the Responsible Purchasing policy andthe Suppliers Charter;lconsideration of Scope 3 in sourcing decisions: oursuppliers’ CO2 emission reduction roadmaps are
deemed a differentiating factor.

Likewise, Verallia is particularly vigilant regarding the supply
chain for cobalt oxide, a material used in the
manufacturing process of certain bottles. Initiatives havebeen taken in each country to direct cobalt oxide orders
towards suppliers who can demonstrate a supply chain
based on recycled cobalt or excluding the Democratic
Republic of Congo (DRC). Verallia has decided to
become a member of the Responsible Minerals Initiative(RMI) in order to deepen its understanding of the risks
associated with conflict minerals and cobalt, and tobenefit as much as possible from the initiatives/resources ofthis international body.

g Outlook
In 2024, initiatives aimed at reducing CO2 emissions will be a key priority for purchasing teams. They will work with their
suppliers to continue their efforts, particularly in the areas of transport, packaging and raw materials.
In 2024, particular attention will be paid to consolidating a Scope 3 emissions projection tool for 2030-2040.
Verallia will also seek to strengthen the control of the cobalt supply chain by carrying out targeted audits and reducing thenumber of suppliers.

2023 Highlightsl

The strengthening of purchasing risk control stems from the renewal of our risk mapping. It combines the introductionof more effective tools, greater local involvement and better coverage of corruption-related risks. We are also
renewing our panel of external auditors in order to be more responsive.

lReducing Scope 3 emissions is becoming an increasingly important challenge, and is driving the choice of strategic
partnerships. Assessing the ability of our key suppliers to define and implement decarbonisation solutions is therefore
a priority for our purchasing teams.

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2.5.3. Ensure product quality and safety
for customer satisfaction“Quality plays a key role in our CSR approach. Firstly, it enables us to supply safe andreliable glass packaging for food and drink thanks to food safety management systems
that comply with international standards and current regulations. Secondly, the quality ofour products is a key driver of customer satisfaction and trust. Finally, quality production
generates less waste and pollutant emissions, helping to reduce our environmental
impact and carbon footprint.”
Sandrine Delmas,Group Quality Director

At Verallia, we manufacture glass used in packaging for food and drinks. It is created for transport, protection, preservationand storage, and also as a vector of information (through decoration, engraving or the addition of a label). For us, theadoption of a quality approach represents a strong commitment that is part of a process of continuous improvement in the
Company. It requires the full involvement of all stakeholders as it aims to increase customer satisfaction right up to the end
consumer, by strictly applying food safety requirements. Food safety is an integral part of our quality management system
and applies to all employees of the Group.

2.5.3.1. Governance
The Group Quality Department, which reports to the Director of Operations, implements and leads the quality process. The
quality teams at country and site level are functionally attached to it.
Roles

Name of body
Quality Department
(1)
Group

Main areas of work in 2023
Setting of annual targets and validation of the annual
quality improvement plan.

Definition of the strategyuProposal and implementationof the Improvement Planu Departments

u improvement plan and in the circulation of the related tools

Monitoring of the Quality
Improvement Planu Quality Committee

Rollout and implementation of the Quality Improvement
Plan at the divisional level and on sites.
Work on improving standards and coordination withu business networks.
Management and harmonisation of the “Quality Day” heldon 09 November 2023.
Number of meetings: 12

Analysis of standards andmonitoring of their applicationin the entities

Analysis of lessons learned through root cause analyses(RCA) carried out in connection with customer complaints
Standardisation Committee
and internal non-compliance. Identification of standards tocomposed of operationalu management and business u be developed or created in coordination with the relevantbusiness networks. Decisions and follow-up of the rollout inline managers
glass plants.
Number of meetings: 3

Monitoring of developmentson regulations and external
standards

u and Technical Departments u

180

Executive Committee
memberGroup and Regional Quality

Group and Regional Quality

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTu

Active participation in the rollout of the Group’s quality
and quality procedures.

Regulatory monitoring and monitoring of work carried out
with local trade associations (CSVMF, FEVE, CETIE, etc.).
Number of meetings: 2

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Roles

Name of body

2

Main areas of work in 2023
Constantly in monitoring mode, this network:l challenges, refreshes and enriches its expertise;l makes its knowledge available (sharing, teaching,transmission);

Monitoring, circulation ofexpertise and provision of
support to employees

l produces reliable studies to inform and secure decision-

Food safety-specific trade

u network

making;u l contributes to problem-solving through technicalrecommendations.

2023 achievement: definition and implementation of the“Risk of glass breakage” campaign and the associatedgame in our glassmaking plants.
Number of meetings: 6

Monitoring, circulation ofexpertise and provision of
support to employees

Business network specific tou the Supplier Quality scope(2)Focused on cullet and glass sand, appointment of Supplier
Development Quality Engineers in each division. Their job isto implement Product and Process Quality Assurance(PPQA) activities with our cullet suppliers. This network is run
u directly by the Group Quality Director in conjunction with
the Group and Regional Purchasing and Glass Production
Departments.
Number of meetings: 6
Monitoring of the implementation of actions and the rollout

Proposal for improvement,
Regional Quality
coordination and assistance to u
Departments
Site Quality Managers

u of new procedures.

Contacts in the entitiesu Site Quality Manager

u and tools with the involvement of the technical networks.

Ownershipu Employeesu on 9 November 2023.

Implementation of actions and rollout of new procedures
Participation in Food Safety Day on 7 June and Quality Day(1) Reporting to the Director of Operations(2) Composed of 5 Supplier Development Quality Engineers (1 for each region except UK)

2.5.3.2. Policies & performances
The Verallia quality strategy aims for “zero critical customer
63
complaints ”. It is laid out in a quality improvement planthat is defined around three major areas:limplementation of a quality culture;lregulatory compliance;lcontrol of internal processes driven by the “first-timeright” mindset.

The Quality improvement plan is reassessed andreadjusted every year regarding improvement subjects
raised through the performance indicators, and the lessons

63

learned. Its rollout is organised with all those involved inoperational excellence and addresses the whole of theglass-making process from supplier to customer.
Our customers assess our performance in terms of pallet
quality and delivery reliability, so at the beginning of 2023
we began to question the consolidation of the “customer
complaint rate”. Similarly, the rules for allocating customer
alerts for non-glass defects have been clarified for all ouroperating entities. A non-glass defect is non-compliancerelating to the packaging of our bottles and jars and/or afailure to meet the delivery conditions agreed upon withour customers.

A critical customer complaint is associated with a so-called "critical" glass defect, i.e. one that could or is likely to lead to dangerous
conditions for people using the glass container or to harm their health, under normal conditions of use.

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Complying with our values and ethical principles with our suppliers, clients and employees

Commitments
Build a quality culture

Master and continuously improve quality in our production processes(2)
Indicators
2023% of sites with at least 1 certified RCA
100%
(1)
coach

Observe the regulations in force
Objective: ensure that 100% of sites
maintain Food Safety certification
until 2025.
Master and continuously improve
quality in our production processes
Objective: 35% reduction comparedwith 2022 by 2025.

Number of sites covered by Food Safety
certification100%% decrease in the customer complaint
rate (number of complaints per 1 billion
containers sold)

'-20%

2022
100 %

2021
84 %

100 %

94 %

'-43%
(4)

versus 2022

'-13%
(3)

versus2020(3)

versus 2020

(1) Certified RCA coach: coaches are Verallia employees (such as plant, quality or production managers) trained and recognised as contacts forpromoting the root cause analysis (RCA) method, as well as the associated “attitudes” at all levels of the Group. They are a key element in theimplementation of the quality culture and the approach to problem solving within Verallia.
(2) 2023 results at constant scope without Verallia UK. See 2.7.2 Table of non-financial performance indicators for Group results.
(3) In 2022 we exceeded our objective set at -35% compared to 2020 and a new objective was defined in 2023 using 2022 as a reference year.
(4) As of January 1, 2023, we revised our rules for imputation of non-glass defects, by aligning all of our divisions, in order to include them in monitoring
the customer complaint rate. Indeed, satisfying our customers means ensuring the delivery of bottles and jars that meet their expectations,
without glass defects, in packaging and following delivery conditions defined together and respected, that is to say free of non-glass defect.
Comparison of 2023 data with historical data is therefore not relevant.

To date, the results achieved by the Group are in line withthe ambitions and areas of improvement of the plan andmeet the expectations of its external and internalcustomers. The continuous improvement process isparticularly committed to the dual objective ofstrengthening and capitalizing on knowledge andexpertise, challenging its achievements in the quest for
quality excellence.

2.5.3.3. Action #1: Build a quality culture
Root cause analysis (RCA) is more than a method forsolving problems, it represents a real change of attitude. It
builds on a structured and rational approach. RCA involves
retracing the course of events at the time of the problem
and identifying the potential cause(s) that resulted in avariation from the established standard. The key factors of
an RCA are:182

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTlthe collection of reliable data and validated facts,la rigorous approach to the analysis of potential causesof occurrence and non-detection,lthe application of RCA attitudes.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Complying with our values and ethical principles with our suppliers, clients and employees

In 2023 we continued to roll out the approach across thedivisions and also included Verallia UK in our roadmap,
which describes the process of building skills from simple
participation as a member of an RCA to the coaching ofan RCA. Eighteen people from Verallia UK have been
trained and integrated into our RCA Coaching program.
Across the Group, 34 new RCA coaches have beencertified.
After the success of our inaugural edition in 2022, a second
Group RCA competition took place in December. The aim
is to select the Group’s best RCA; the title is awarded
annually. The best RCA is selected on each site, with eachsite-level winner automatically becoming a finalist at thedivisional level. Similarly, each winner at the divisional level
becomes a finalist at the Group level. The panel of judges
is chaired by the Chief Executive Officer.

2

Capitalizing on the lessons learned from root cause
analyses (RCA) and sharing them with all our teams andplants is an important area of work that we developedand implemented in 2023 with the aim of preventing
incidents from recurring.
This fundamental process for our organisation is based on
two stages: Standardization and replication (effective andsystematic application). To support this process, theVerallia Knowledge and Sharing (VKS) application has
been created. This new tool will support and simplify theStandardization and Replication stages. It will enhance ourability to maintain continuous improvement as a single
Verallia team.

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2.5.3.4. Action #2: Observe the regulations in force
Food safety is one of the main concerns of our customers
and end users. Natural, impermeable, inert and neutral,glass protects and preserves products perfectly.
As a producer of food packaging, Verallia must comply
with the regulations in force on foodstuffs. The existing
control system allows all necessary safety measures to be
applied for the certification of plants. All 34 of our glass
plants, including Verallia UK, have recognised food safety
certification.
More than three-quarters of glassmaking sites have FSSC
22000 or BRC certification.
Food safety is everyone’s business. Every employee mustfully understand what is at stake and the role they have toplay. To achieve that goal, the network of food safety
experts has designed and implemented an e-learning
program accessible to all employees. It provides a firstlevel of awareness. In addition to the e-learning on foodsafety awareness that is now followed by every new
employee in the Group, we have harmonized our hygiene
rules so as to ensure food safety in all our divisions and sites.
Grouped around five themes, these rules are applicable toanyone entering one of our glass-making sites.

But is that enough? In glass plants, mishandling glass canlead to injury, while for customers, the mishandling of
broken glass can mean dangerous glass fragments in glass
packaging or on pallets. We place great emphasis on the
exemplary application of glass breakage procedures andwork tirelessly to reduce the frequency of such incidents.
To this end, a dedicated internal communication
campaign has been launched: “How can we work safely
and ensure customer quality?” It is based on posters toraise awareness and get people to react, and on a roleplaying game. The aim is to share identified risks withpeople involved in day-to-day operations and to get eachof them to react to the following three points:l

How to handle broken glass safely and use the righttools to avoid injury,l

How to identify the risk to my production and how todeal with it,l

Why glass breaks and how to reduce breakage.

Breakdown of the type of food safety certification in our glass sites

8.8%

26.5%

64.7%

BRC

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ISO 2 2000

FSSC 2 2000

EXTRA-FINANCIAL PERFORMANCE STATEMENT
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2

2.5.3.5. Action #3: Master and continuously improve quality
in our production processes
Detection of defects in finished products
To improve the detection of situations that may lead to
manufacturing defects and poor quality of glass
packaging, Verallia has upgraded its equipment to checkthe appearance of glass jars and bottles. In fact, thesemachines allow the quality of the products to be checkedaccording to their technical specificities and the aesthetic
demands of customers. This modernization plan, whichbegan in 2019, covers a fleet of more than 1,200 machines.
It was reviewed following the reassessment of quality risks
and the validation of new detection solutions proposed byour suppliers, and the integration of Verallia UK. Its
implementation, in line with what has been done to date,is prioritized depending on the types of defects to becovered and the equipment to be upgraded.

Auditing the production process
Anticipating glass defects involves working on production
processes to make them more rapidly operational andstable, particularly following production changes. Verallia
has therefore developed a software package capable ofacting on production parameters so as to avoid theoccurrence of any risks that may degrade the quality of
products. This package configures the manufacturing
process (sequencing of micro-operations during theforming of bottles and jars) before the start of production.
It is then able to anticipate potential risks linked to theparameters entered and thus to correct and optimize
these parameters before the start of production in order toavoid them. This software package is now used by all 32
glassmaking sites and will soon be used by our entities in
the United Kingdom.

Control of the main raw materials of our glass
packaging: cullet and glass sandWe are focusing our efforts on controlling the cullet andglass sand used in our bottles and jars. Poor quality cullet
can have significant impacts, first for our customers, as its
inclusion can lead to breakage, and second for our
furnaces and their proper operation, particularly in terms ofthe colour stability or density of the glass.
To roll out this quality approach, initially dedicated to cullet
and glass sand, we had to adjust our Supplier Quality
Assurance process.
Supplier Quality Assurance (SQA) is defined as an
approach that ensures that the product or service
delivered by a supplier complies with the customer’s
requirements. This collaborative approach aims to ensurethat the supplier, with its resources, can meet its customer’s
requirements with a minimum of customer intervention.

Together with quality, glassmaking and cullet treatment experts, specific standards for the cullet and glass sand product/
process have been created, the most important of which is our supplier process audit standard.

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Complying with our values and ethical principles with our suppliers, clients and employees

Auditing the palletizing and delivery process
Getting it right first time also means ensuring that the pallets containing our glass packaging are flawless and that they aredelivered to our customers without a hitch. To this end, a new Visual Quality Management standard has been introduced.
Supported by all Quality, Production and Logistics teams, it is based on the following six themes.

“To conclude, it is essential to emphasise the importance of this new line of action for
Verallia, as it plays a central role in our approach to the continuous improvement of ourprocesses and delivery quality, with the ultimate goal of optimal customer satisfaction.”a

Farid Qoraich, Group Supply Chain Directorg Outlook
The two main areas of work in the Group’s roadmap will consist in:l Continuing to capitalize on lessons learned;lAccelerating the replication of internal standards and best practices throughout the Group.

2023 HighlightslIntegration of Verallia UK.

l

Implementation of Verallia Knowledge and Sharing, a new tool for sharing lessons learned on all technical issues androlling our internal standards out to all countries.

lReinforcement of our mastery of the palletising process.

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Duty of Care Plan

2

2.6. Duty of Care Plan
Legal context
In accordance with Law 2017-399 of 27 March 2017 on the
duty of care of parent companies, Verallia has drawn up
and implemented this Duty of Care Plan.
It contains reasonable duty of care measures to identify
risks and prevent serious violations of human rights andfundamental freedoms, the health and safety of
individuals and the environment that may result from theactivities of the Group and its subsidiaries, as well as thoseof suppliers or subcontractors with which Verallia hasestablished business relationships.

This Duty of Care Plan is based on five measures:l

Risk mappinglAssessment measuresl

Risk prevention and mitigation action planlWhistleblowing platformlMonitoring systemlprotecting the environment by measuring the impact of
its activities and those of its business relationships, andby setting up actions to protect the environment andmitigate related risks.

Scope
Due to the nature and diversity of its geographic locations
and activities, the Group has adopted an approach to theduty of care based on the following principles:llensuring that the Group and its business relationships
comply with the most relevant international standards
and local legislation in force;
paying particular attention to its employees, suppliers
and Tier 1 subcontractors in the supply chain, inparticular through the duty of care with regard toworking conditions and demanding health and safety
standards for all;

The Duty of Care Plan applies to all the Group’s
consolidated entities. The Group’s acquisitions areintegrated into its business systems (procedures, reporting)as quickly as possible. Non-financial data from acquired
entities are included in the scope of reporting from 1
January of the year following the acquisition, unlessotherwise stated.

Governance
The Duty of Care Plan is coordinated by the Group Legal
Department, the CSR Department and the Group
Compliance Officer.
Representatives from various
departments, including Purchasing, Operations, Human
Resources, CSR and Legal, are involved in the process andcontribute to the development of the Duty of Care Plan.
The work of the Group Legal Department, the CSR
Department and the Group Compliance Officer isreported to and discussed by the Audit Committee (CSR
risk mapping, system, action plan, monitoring indicators)
where the Duty of Care Plan is identified as a means of
reducing risks to the Group and its stakeholders.
The Duty of Care Plan was presented to the French tradeunion representatives at a meeting of the Social andEconomic Committee in January 2024.

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Duty of Care Plan

Ethics and compliance governance can be summarised as follows:

1. Risk mapping
The risks identified for the Group’s first Duty of Care Plan
have been grouped into three areas: human rights andfundamental freedoms, personal health and safety, andthe environment, both in our activities and in our supply
chain.
These duty of care risks are included in the mapping of theGroup’s CSR risks, carried out as part of the requirements of
the Non-Financial Information Statement (see section 2.

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Mapping of the Group’s non-financial risks). The risks
associated with the Duty of Care Plan have therefore been
included in the Group’s CSR risk universe, making the dutyof care an integral part of the management of theGroup’s CSR strategy.
The risk assessment methodology and the mitigation
measures implemented for all CSR and duty of care risks
are explained in sections 2.1 to 2.4 of the Non-Financial
Information Statement.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Duty of Care Plan

Reference with theRisks
CSR risks of the NFIS
Human rights and fundamental freedomsl Human rights and antidiscrimination risk

2

Regular assessment proceduresl Code of Ethics
l Implementation of a people review process for career

managementl Risk related to combating Risk related to “Social andchild labourl Risk related to inclusionand social dialogue

environmental risks in thesubcontracting chain”

Risk related to “Employee
engagement, inclusion, andsocial dialogue”

l Code of Ethicsl Suppliers Charterl Internal engagement surveyl Introduction of individualised pay and benefits reportl Introduction of Diversity & Inclusion initiatives
l Establishment of a Careers Committeel Implementation of a training platform to enable all employees todevelop their skills and employability

l Implementation of the first Group Onboarding sessionl Risk related to corruption

and data protectionl Risk related tocybersecurity

Risk related to “Compliancewith applicable regulations,fight against corruption,
personal data protection”

l GDPR and IT security questionnaire

Risk related to“Cybersecurity”

l Awareness-raising and test campaigns on cyber risks (phishing,l Annual reporting on IT access rights and data breachesl Anti-corruption and influence peddling policy, currently being

updatedransomware, simulated attacks)

Personal health and safetyl Risk related to health and Risk related to “Occupational l Definition of new EHS standards
safety at work
health and safety”
l Development of action plans with the introduction of moreergonomic tools, involvement of ergonomists upstream of the
projectl Ongoing investment in load-bearing equipment (hoists, etc.)l Awareness campaign on the most accident-prone machine toolsl OHSAS 18001 certification

Environmentl Risks related to theclimateRisk related to “Energy
efficiency and carbon
footprint of our operations”

l Analysis of waste flows, analysis of air emissions, management

system and certifications (ISO 14001, ISO 50001)

l Analysis of the carbon footprint with the 2030 CO2 reduction planand use of 4.0 tools to optimise energy consumptionl Adaptation of furnace technologies with hybrid and electric

furnacesl Raw material diversification studyl Water management risks

l Risk related to productcircularity

l Risk related to the supply

chain

Risk related to “Optimisingwater use and reducing
wastes and discharges into
water, air and soil”

l Analysis of air emissions, management system and certifications

Risk related to “Integrating
the circular economy into
product manufacturing andour value chain”

l Increased use of external cullet(ISO 14001, ISO 50001)

l Use of 4.0 tools to optimise water consumptionl Increased use of recycled plastic in our product packaging
l Optimisation of our wastel Responsible purchasing training developed with EcoVadisl Overhaul of the Suppliers Charter and implementation of 25

action plansl Afnor matrix and EcoVadis assessment for priority suppliers at risk

(sand)l Development of a reporting and simulation tool for the

responsible purchases and materialsl Quarterly CSR Risk Committee meetings to review the supply

chain

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Duty of Care Plan

Within the scope of the Group’s own activities and those of
its subsidiaries, Verallia aims to ensure that all risks related
to human rights and fundamental freedoms (e.g. abusive
working hours, unethical payment practices, harassment,etc.) are factored into the materiality analysis in 2024.
Outside the Group, Verallia will aim to identify the nature of
the risks induced (human rights, personal health and190

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

safety, and the environment) associated with eachpurchasing category at risk when it updates its purchasing
risk map in 2024.
The diagram below summarises the Group’s value chain,bearing in mind that the scope of the Duty of Care Plan islimited to the Group’s own operations and its supply chain.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Duty of Care Plan

2

2. Assessment measures

Personal health and safety

For each of the areas covered by the duty of care, theVerallia Group has implemented various assessment
measures. These are summarised in the Duty of Care Risks
table in point 1.

Verallia is committed to protecting the health and safetyof its employees, in particular by:

In 2025, Verallia will endeavour to ensure that all underlying
risks identified in relation to human rights and fundamental
freedoms are covered in the next engagement survey
conducted among the Group’s employees.
Outside the Group, Verallia will seek to ensure that thecriteria used in the assessments, particularly for criticalsourcing categories, are specific to the nature of the risks
identified in the three duty of care areas.

3. Prevention and mitigation action plan
Various prevention, mitigation and remediation measures
have been implemented by the Verallia Group for each of
the areas concerned by the duty of care, and aresummarised below.

Human rights and fundamental freedoms
Verallia complies with the laws and regulations in force.
Our values are inspired by the Universal Declaration of
Human Rights and the principles of the International
Labour Organization (ILO).
We adhere to the United Nations Global Compact andcomply with the:lensuring a safe and healthy working environment for all
employees;lpromotinganinclusive
anddiverseworkingenvironment, offering equal opportunities to all;l

protecting the personal data we process;l

combating forced labour, child labour and all forms of
discrimination in our activities and those of our partners;lasking all of our partners to join us in our CSR approachand to sign the Suppliers Charter.

Environment
As a committed corporate citizen and leader in glass,
Verallia is playing a key role in the transformation of the
packaging sector by:l

reducing our environmental footprint,
prioritising the reduction of CO2 emissions;lputting the circular economy at the heart of ourbusiness by increasing the use of external cullet;lreducing our water consumption and limiting our
production of waste;lproviding
products.

ourcustomers

withquality,

notablybyinnovativelOECD Guidelines for Multinational Enterprises;

Supply chainl

United Nations Guiding Principles on Business andHuman Rights;lInternational Bill of Human Rights;lregulations of all the countries in which we operate,particularly with regard to:

In its relations with subcontractors and suppliers, theVerallia Group ensures that fundamental social principles
and rights, and environmental protection are effectively
respected throughout the world. The supplier selection
process meets the requirements of the duty of care. To thisend, all Purchasing teams have been trained in theGroup’s subsidiaries via the network of Responsible
Purchasing correspondents. The training focused on theapproach and tools, i.e. the use of the AFNOR Risk
Mapping Matrix and the use of the EcoVadis assessment
platform and the QIMA CSR audit prescription platform. A
shared document database gives buyers access to all
supportingandreference
documents
regardingresponsible purchasing.

– anti-corruption,– competition law,
– respect for the environment,– work organisation.
No Verallia employee shall, on behalf of the company,
violate any law or regulation or induce anyone to do so.
This Code of Ethics applies to all people working within the
Verallia Group, regardless of their function or hierarchicallevel. The principles of this Code also apply to ourstakeholders,
suppliers,
external
subcontractors,commercial agents, other intermediaries and service
providers through the policies that apply to them.

Similarly, Verallia has established a Responsible Purchasing
policy, which was completely rewritten in 2022 to make it
consistent with our Purpose and more binding for Verallia.
In line with Verallia’s Code of Ethics and its commitment to
the United Nations Global Compact, Verallia’s Responsible
Purchasing policy emphasises circularity in purchasing,eco-design and decarbonisation of its products. A
particular focus has been placed on the issues of decent

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remuneration for suppliers, diversity and inclusion, andrespect for human rights.

lWith regard to the risks identified within the scope of ourduty of care, in particular, outside the Group, Verallia willseek to ensure that the mitigation and prevention actions
put in place (e.g. CSR criteria, CSR clauses) areappropriate and proportionate to the nature of the risks
identified in the 2024 mapping in the three areas coveredby the duty of care.

– the divisions have full responsibility for implementing
the Group’s annual recommendations. The annual
action plan of each division is presented at the startof the year, and regular updates are made to trackprogress,– all sites must carry out a self-assessment of EHS
standards twice a year and report the results. If any
non-compliance is identified, it must be corrected
within three months;

4. Whistleblowing platform
A whistleblowing system has been in place since 2018, inline with the mechanism set out in the Sapin II law. It allows
Group employees or stakeholders to report the existenceof inappropriate conduct that contravenes Verallia’s
guidelines or any legal or regulatory provision.
It is accessible in all countries, in the local language, via
the intranet and the external Verallia website. The
whistleblowing platform is also accessible to any third party
directly on the internet at the dedicated address: https://ethics.verallia.com.
It allows any observed non-compliance to be reported. In
May 2022, Verallia changed its whistleblowing platform(more accessible, more user-friendly and allowing the useof a hotline in all Group languages) and has updated therelated documentation (policy, user guide, etc.). The
whistleblower hotline can be used to report any ethicalbreach including cases of corruption or anti-competitive
behaviour.
There is also a dedicated EHS incident reporting line.
Reports are handled by dedicated teams.
Lastly, Verallia guarantees
processing of reports.

secureand

Systems are in place to monitor the measures
implemented and evaluate their effectiveness for both theGroup’s activities and those of Verallia’s suppliers. With
regard to Verallia’s activities, the Group has implemented
monitoring initiatives:llwith regard to human rights and fundamental freedoms,
internal tools to monitor the implementation of
prevention action plans and control tools at all Groupsites;

on environmental issues, solutions to reduce CO2
emissions associated with Verallia’s operations at all
Group sites:– a CO2 dashboard is sent out every month to monitor
actual deviations from targets,– three CO2 Steering Committee meetings are held
under the responsibility of the Chief Operating
Officer.

Similarly, with regard to the Group’s suppliers, thePurchasing teams have implemented the following
procedures to ensure that risk prevention and mitigation
measures are regularly assessed:lmonitoring, selecting, verifying and mitigating the risks
associated with "major risk" suppliers;lmonitoring the inclusion of CSR criteria in calls for tenderor referencing processes;lmonitoring the coverage of the supplier panel throughpurchasing risk mapping, audits, EcoVadis assessments,
etc.;

l

follow-up of audit findings with a supplier action plan;lfollow-up of corrective actions requested within six
months for “critical” and “major” non-compliance.

confidential

5. Monitoring systemin the area of health and safety, internal tools to monitor
the implementation of prevention action plans andcontrol tools at all Group sites:

The methodology for selecting and calculating theperformance indicators and the means and performanceindicators for “personal health and safety” and the“environment” are defined and presented in the NonFinancial Information Statement in section 2.7.2 of this
Universal Registration Document.
In 2024, Verallia will present performance indicators on therisks identified in relation to human rights and fundamental
freedoms within the Group, with regard to the risks
identified and the underlying risks induced. These
indicators will reflect the results of the employee
engagement survey.
In the 2024 plan, Verallia will also present performanceindicators for the non-Group scope with regard to thenature of the risks identified in critical purchasing
categories.

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Appendices2

2.7. Appendices
Our contribution to the Sustainable Development Goals
Verallia has been a member of the United Nations Global
Compact since 2016. Its membership reflects a
commitment to the ten principles of the United Nations
Global Compact and, more broadly, to the Sustainable
Development Goals (SDGs).

Verallia contributes to 15 of the 17 UN SDGs through its
activities and CSR strategy. Below are details of thecontribution and related commitments for each of those
15 SDGs.

1. Enhancing the circularity of glass packaging

Verallia is committed to optimising its water use (2.1.3) byreducing water withdrawals through circularity and bylimiting discharges. Verallia’s water standard guarantees
the control and compliance of wastewater discharges.
These commitments are directly linked to SDG 6: Clean
water and sanitation; specifically targets 6.3, 6.4 and 6.a.

Verallia is committed to developing glass reuse throughseveral pilot projects around the world (2.1.1.4). For
Verallia, it is about making good use of its expertise as a
glassmaker to develop an innovative, winning solution forreuse for the benefit of customers and consumers. In thisway, Verallia supports the efficient use of the world’s
resources, diversification and innovation encouraged by
SDG 8: Decent work and economic growth; specificallytargets 8.2 and 8.4.

Verallia is committed to promoting the circularity of glass
packaging through several key levers: maximising the useof cullet in production, developing reuse, supporting
awareness and development of glass recycling,developing eco-design, optimising water use and reducing
waste. Each of these levers makes a substantial
contribution to SDG 12: Responsible consumption andproduction; specifically targets 12.1, 12.2, 12.5, 12.8 and
12.a.

Verallia is committed to maximising the use of cullet in its
production, which actively contributes to reducing CO2
emissions from glass production (2.1.1.3). In 2022, Verallia
France created an in-house environmental impact
calculator comparing single-use and reusable bottles tohelp customers better calculate the potential CO2 gains
from reuse. In this way, Verallia contributes directly to SDG
13: Climate action: specifically targets 13.2 and 13.3.

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Appendices2. Decarbonising our activities

Verallia is committed to developing renewable and lowcarbon energies by increasing the share of renewable andlow-carbon electricity in its mix. To achieve this, Verallia haschosen to invest in long-term power purchase agreements(PPA) to develop renewable energies on a larger scale
and in a sustainable manner. In this way, Verallia
contributes directly to SDG 7: Affordable and clean
energy; specifically targets 7.2 and 7.a.

The use of decarbonised raw materials and the
optimisation of energy use contribute to SDG 12:
Responsible consumption and production; specificallytargets 12.1, 12.2 and 12.5.

One of the strategic pillars of Verallia’s CSR strategy is todecarbonise its activities (2.2) on all three CO2 emission
scopes. In this way, Verallia contributes to SDG 13: Climate
action; specifically targets 13.2 and 13.3.
Verallia is committed to optimising energy consumption
and developing low-carbon furnaces. Electric and hybrid
furnace technologies are innovative and more sustainable,
thereby contributing to SDG 9: Industry, innovation andinfrastructure; specifically target 9.4.
Verallia contributes to soil regeneration throughagroforestry and reforestation projects. These projects
contribute to SDG 15: Life on land; specifically targets 15.1,
15.a and 15.b.

3. Ensuring a safe and inclusive work environment for all

Ensuring the health and safety of everyone is Verallia’s
priority (2.3.1). To achieve this, systems aimed at achieving
zero accidents have been implemented in all ouroperations. SDG 3: Good health and well-being;
specifically targets 13.4, 3.9 and 3.d.

Verallia supports the development of its employees
through training and mentoring programmes, thereby
contributing to SDG 4: Quality education; specificallytargets 4.3, 4.4 and 4.7.

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Verallia is committed to diversity and inclusion, in particularwith the objective of achieving 35% female managers by
2025. To achieve this, Verallia guarantees fairness in thehiring and promotion process and sets up mentoring
programmes to help develop female leadership. SDG 5:
Gender equality; specifically targets 5.5, 5.b and 5.c.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

Verallia’s commitment to health and safety ensuresdecent work for all teams. In addition, employee shareownership is growing every year, with more and more
people participating. SDG 8: Decent work and economic
growth; specifically targets 8.5 and 8.8.

2

Through its sponsorship activities and internal projects with
non-profits and local communities, Verallia is committed tobuilding partnerships. SDG Partnerships to achieve thegoals; specifically target 17.17.

Verallia is committed to fair pay and employee shareownership. SDG 10: Reduced inequalities; specificallytargets 10.2 and 10.4.

4. Ensuring a safe and inclusive work environment for all

Verallia is committed to building committed and respectful
relationships with its suppliers, in particular through the
Responsible Purchasing Charter and follow-up audits. SDG
12: Responsible consumption and production; specificallytargets 12.a and 12.6.

The ethics and compliance policy is built on five pillars,each associated with objectives presented in the table ofindicators. Verallia is committed to complying with key
regulations and therefore with SDG 16: Peace, justice andstrong institutions; specifically target 16.10.

The work of our Responsible Purchasing teams is also in linewith our commitment to decarbonise our Scope 3 and all
related actions. SDG 13: Climate action; specifically target
13.2.

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Appendices2.7.1. Methodological note
1. Reference frameworks
The reporting of non-financial indicators is based on the
GRI framework, the TCFD recommendations and theSustainable Accounting Standards Board (SASB) standards
for the “Containers & Packaging” sector.

2. Indicators
The indicators are provided in the Annexes in the table of nonfinancial indicators. They refer to consolidated data as of 31
December 2023 except for the “Waste recycling rate”
indicator. It has been decided, from 2021 and for subsequent
years, to publish all waste management indicators for theperiod from October in the prior year to September in theyear under review so as to continue being able to refer to real
data and to adapt to the operational realities of datareporting in a timeframe that has been brought forward
compared with the previous year.

4. Methodological clarifications andlimitations relating to the indicators
Social, and health and safety indicators
Total workforce
The total workforce is the number of employees present in
the company on 31 December of the year under review. It
includes both permanent and fixed-term employees,
whether full-time or part-time. Work-study contracts(apprenticeship contracts and professional training
contracts) are counted in the workforce unless otherwise
stated. Trainees, temporary workers and subcontractors
are not included in this indicator. A methodologicaladjustment has been made to the 2021 data (variations
between the 2021 and 2022 data are not meaningful dueto this adjustment).
Frequency rate 1 (TF1)
Number of lost-time accidents per million hours worked.

3. Reporting scope

Frequency rate (with and without lost time) (TF2)

The reporting scope for non-financial information
corresponds to the Group’s financial consolidation scope
within the meaning of Article L. 233-16 of the French
Commercial Code. It covers controlled entities andcompanies, with the exception of Verallia India and64
Verallia USA for all indicators and for indicators related towater, waste and CO2 emissions, with the exception also of
Verallia Packaging.

Number of accidents, with and without lost time, per million
hours worked.

The health and safety indicators cover all glass and nonglass plants and headquarters, unless otherwise stated.
The environmental indicators relate only to the glass plants,
unless otherwise stated.
The scope has not changed from the previous year, butdata including Verallia UK has been added wherever
possible. Where scope limitations exist on certain
indicators, they are specified in section 4. “Methodologicalclarifications and limitations relating to the indicators”.

64

Severity rate
Number of days lost as a result of an accident x 1000 /Number of hours worked annually.
We count days of absence as from confirmation from thedoctor, i.e. in line with details provided in the medical
leave notice following the accident. Days are counted incalendar days. Days off work for relapses are only taken
into account 7 days after the resumption of normal
activity. Days lost are only counted after an employee has
been incapacitated for 24 hours.
Number of accidents with and without lost time
Unit number of accidents with and without lost time.
Accidents are counted once in the year in which theyoccur. Subcontractors working on site are included in thecalculation.

Purchasing subsidiaries (India) and sales subsidiaries (USA) represent 46 employees at the end of December 2023.

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Appendices2

Gender equality index

Absenteeism rate

The index corresponds to the average of index scorescomputed for each entity of the Group and adjusted by
the workforce of the entity which is taken into account forthe calculation. For the French entities, the legal forms areapplied. For foreign entities, the form for companies withmore than 250 employees is applied for all entities
regardless of the number of employees. It includes both
permanent and fixed-term employees who were with thecompany for more than 6 months between 1 January and
31 December of the year under review. It reflects the levelof salary, pay increases, promotion, pay increases upon
return from maternity leave and the comparison with the
10 highest salaries.

(Number of hours of absence) / (Number of theoreticalhours worked)

Share of women managers
The share of female managers corresponds to the numberof female managers in relation to the total number ofmanagers, according to the definition of the category
used in each country over the period from 1 January to 31
December of the year under review for permanent andfixed-term employees.
Total hours of training completed(Total number of employees trained) / (Number of
employees as of 31 December of the year under review)
Training courses include face-to-face training and elearning. Travel time to and from training is excluded.
Training hours are counted from 1 January to 31
December, with the exception of e-learning courses suchas compliance. These e-learning courses are recorded
from November N-1 to November N.

Here, the number of hours of absence excludes sick leave,
time off work for more than 6 months due to accidents atwork, legal or trade union absences, absences for unpaid
leave, absences for strike or disciplinary reasons.
The number of theoretical hours worked is equal to thenumber of hours worked excluding paid holidays plus hoursof absence.
The indicator covers permanent and fixed-term contracts,
including contracts suspended for parental leave,
sabbatical leave or leave to start a business.
Share of capital held by employees(Number of shares held in the International Group Savings
Plan (PEGI) managed by Verallia + shares held byemployees following the acquisition of performance shares
under the LTI (Long Term Incentive) plans, for employees
present and excluding the CEO) + (Number of shares heldin the FCPE Verallia company mutual fund managed by
Amundi) / (Number of shares in the capital of Verallia) at
31 December of the reporting year).
The share of capital held by employees takes into accountthe total number of shares held in the Verallia employee
investment fund to which is added the number of shares
directly held, in registered form, by employees.

Environmental indicators
Rate of use of external cullet in production

A course is deemed validated if the learner completes atleast 90% of the module.

Volume of external cullet divided by the volume of packed
glass produced during the year.

Engagement index

Scope 1, 2 & 3 GHG emissions in ktCO2e

This index is the result of an opinion survey, consisting ofabout 50 questions, carried out every two years. It is
intended for the entire workforce present at the time of thesurvey(permanent,
fixed-term,apprentices).
Thequestionnaire must be completed in full to be taken into
account. It is conducted by an independent firm.

Scopes 1 and 2:
Scope 1 covers “direct emissions”, i.e. CO2 emissions linked
to the physical scope of the plant, i.e. carbonated raw
materials, heavy and domestic fuel oil, natural gas (melting
and non-melting).
Scope 2 covers “indirect energy emissions”, i.e. emissions
related to the consumption of electricity required for theoperation of the plant. Data is collected on the basis of thedifferent entities. The data is entered into the BFC-SAPCONSO financial consolidation software.

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AppendicesGreenhouse gas emissions are calculated by multiplying
energy and material consumption data by the associatedemission factors.
Emissions from office buildings, decoration plants andcullet treatment centres are excluded from Scope 1 and 2
emissions, in accordance with the GHG Protocol and its
emission categories, as they represent, according to ourestimates and benchmark calculations, less than 1% of
total Scope 1 and 2 emissions.
Scopes 1 and 2 are calculated according to aninternational methodology defined by the GHG Protocol.
The power emission factors for market-based analysis usedwere obtained from the AIB database for 2021 (https://www.aib-net.org/facts/european-residual-mix).
The power emission factors used for the location-based
approach come from the IEA 2021 database.
Scope 3:
Scope 3 covers “other indirect emissions”, i.e. all othergreenhouse gas emissions that are not directly linked to theoperation of the plant, but to all other stages of the
product’s life cycle. In line with the completenessrequirements of the GHG Protocol, only insignificant
sources were excluded (application of the < 1% threshold).
Scope 3 is calculated according to an international
methodology defined by the GHG Protocol. The
calculation is based on the collection of primary data
(mileage, tonnage, etc.) and the use of secondary data
(emission factors from ADEME databases, emission factors
obtained directly from suppliers, etc.).
Tonne of CO2 (Scopes 1 and 2) per tonne of glass packed
This indicator corresponds to the quantity in tonnes of
Scope 1 and 2 CO2 emitted in proportion to the total
tonnes of glass packed. The quantity of glass packed is thequantity deemed fit for sale of all glass produced.
% of renewable or low-carbon electricity
Share of renewable or low-carbon electricity consumption(in MWh) out of total electricity consumption (in MWh) for
Verallia's activities.
The following sources are considered low-carbon: wind,solar, hydraulic, bio-mass and nuclear. The assessment
includes contracts signed by Verallia and certified by the
producers, and the assessment of the share of the grid
excluding certificates of origin (market-based approach).

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Total energy consumption in MWh
Total on-site energy consumption related to Verallia’s
activities. Gas consumption is reported in PCI.
Alpha coefficient
The Alpha coefficient, as defined in the French standard
H35-077 on the geometry of glass bottles, serves to express
the degree of lightness of a product by determining theratio of its weight to its capacity. It is calculated as follows:
weight / volume ^0.8. The application of the 0.8 power
allows the calculation to be standardised regardless of thecapacity of the glass bottles.
Percentage of suppliers identified to date as priority risk
according to the AFNOR matrix that are in the process of or
have completed an EcoVadis assessment (initiated orcompleted)
Based on the risk mapping carried out with AFNOR,
categories of goods have been identified as being moreor less subject to risk. These categories have been grouped
into Group-wide typologies (“red flags”, “orange flags”).
The supplier’s status is then assigned according to thecategory of goods it supplies. The suppliers identified aspriority risk are those supplying one of the six commodity
groups identified as “red” (Quarrying, Buildings & Civil
Work, etc.).
3

Water consumption in m per tonne of packed glass (TPG)
This indicator corresponds to the ratio of water consumed
to total tonnes of packed glass.
The calculation of this indicator is confined to glass plants.
Variations may be observed between the 2021 datareported in 2021 and those reported in 2022 due tomethodological adjustments.
Waste recycling rate
Share of recycled waste in the total weight of waste
produced (%)
In calculating the recycling rate, we refer to the definitionsof the European Union Directive 2008/98/EC (Waste
Framework Directive).
The calculation of this indicator is confined to glass plants.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

Ethical indicators
Number of convictions or fines
Number of convictions or fines during the year in the areasofcompliance(competitionlaw,
anti-corruption,
embargoes and economic sanctions, personal dataprotection). No data escalation threshold is applied.
Number of ethics alerts received (and % handled)
An ethics alert is an alert reporting a violation or an
attempted violation of laws relating to areas ofcompliance (see above) or any information relating to acrime or offence, a threat or a prejudice to the public
interest, a violation or an attempt to conceal a violation of
an international commitment regularly ratified or approved
by France or another country whose laws applies to
Verallia, a unilateral act of an international organisation
taken on the basis of such a commitment, European Union
law, a law or regulation, or a threat or harm to the public
interest.
An ethics alert is deemed to have been handled when it isclosed in our professional alert management platform.
% of the defined population trained in our anti-corruption
programme
The population defined is similar to employees who may
be exposed to the risk of active/passive corruption.
Passive corruption involves asking for or accepting any
advantage, for oneself or for others, in exchange for the
performance or non-performance of an act relating to aperson’s office or facilitated by a person’s office. Active
corruption involves offering any advantage to a person ina position of public authority in exchange for the
performance or non-performance of an act elating to aperson’s office or facilitated by a person’s office.
The population defined at Group level includes at least theemployees most exposed to the risk of active or passive
corruption, i.e. all employees in each entity working in theareas of finance, HR, legal, general management, R&D,
CSR, purchasing, communication, sales and marketing,and customer service.
They must complete the anti-corruption training
programme in their first year of employment with theGroup and repeat it every two years.
These e-learning courses are counted on the basis ofregistrations between December of the prior year andOctober of the reporting year.

2% of the defined population trained in our competition law
programme
The population defined at Group level includes at least theemployees most exposed to competition risk, i.e. all
employees in each entity working in the areas of finance,
HR, legal, general management, R&D, CSR, purchasing,communication, sales and marketing and customer
services.
They must complete the competition training programmein their first year of employment with the Group and repeat
it every two years.
These e-learning courses are counted on the basis ofregistrations between December of the prior year andOctober of the year under review.
% of the defined population trained on risks of violation of
economic sanctions and embargoes
The population defined at Group level includes at least theemployees most exposed to the risk of violating economic
sanctions and embargoes, i.e. over the last two years, allemployees of each entity working in the areas ofpurchasing, sales and marketing, legal, audit and internal
control, and communication, as well as the Chief Financial
Officer.
These e-learning courses are counted on the basis ofregistrations between December of the prior year andOctober of the year under review.
% decrease in the customer complaint rate (number ofcomplaints per 1 billion containers sold)This indicator serves to measure the quality performance(product and service) of our glassmaking sites. It aims tomeasure the trend in the total number of industrial
complaints received by our sites between 1 January and
31 December of the year under review, where the glass
plant is responsible for the defect, in proportion to thenumber of glass containers produced and sold over thesame period.
% of sites with at least 1 certified RCA coach
RCA coaches are Verallia employees (such as plant,
quality or production managers) trained and recognised
as contacts for promoting the root cause analysis (RCA)
method, as well as the associated “attitudes” at all levelsof the Group. They are a key element in theimplementation of the quality culture and the approach toproblem solving within Verallia.

5. Regulatory aspects not dealt with
In view of the nature of its activities, Verallia considers thatthe following issues do not constitute major CSR risks anddo not warrant development in this report: the fight against
food insecurity, food waste, respect for animal welfare,
responsible, fair and sustainable food.

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Appendices6. Note plan Verallia taxonomy
I.

Integration of the Taxonomy into the Group’s
CSR strategy

The glass sector already finds itself in a good position in theecological and energy transition thanks to its highrecycling rates (80.1% of glass collected for recycling in
2021 and a 90% target by 2030, according to FEVE, theEuropean Container Glass Federation). The sector’s
industrial groups are therefore already well placed asregards the objectives set out in the European Green Deal.
European Regulation 2020/852 (the Taxonomy Regulation)
65
and the delegated act s supplementing it have gradually
become more specific about the terms for applying the
new framework used to analyse the sustainability
performances of certain economic sectors. Although theTaxonomy does not cover the glass sector explicitly, it does
make it possible to include certain strategic investmentsthat help to speed up the sector’s decarbonisation.
Verallia has applied the European Taxonomy since 2021 by
analysing its decarbonisation and energy efficiency
investments based on the corresponding technicalscreening criteria and by publishing its Taxonomy
indicators.
As in previous years, the Group has set up a project teammade up of members of its Finance, CSR, Technical, Legal
and Tax departments to prepare its Taxonomy reporting.
The committee has worked on analysing the eligibility andalignment of the Group’s activities,

II. Defining and calculating KPIs
The Taxonomy’s indicators (or KPIs) are calculated for theGroup’s eligible (potentially sustainable) activities andaligned (sustainable) activities based on three financial
aggregates: turnover, CapEx and OpEx, in accordance66
with article 8 of the Taxonomy regulation .
Turnover KPI: the Taxonomy does not yet cover glass
manufacturing, so the Group has not identified any
Taxonomy-eligible or Taxonomy-aligned turnover. The
numerator of the Turnover KPI is zero. The denominator of
the Turnover KPI corresponds to the Group’s consolidated
turnover, i.e. €3,903.8 million (see section 6.1 of thisuniversal registration document).

CapEx KPI: Verallia has launched an investment plan
aimed at reducing the GHG emissions associated with its
activity. These strategic investments have mostly been
made to decarbonise production processes and makethem more energy efficient and may be included incertain categories of Taxonomy-eligible activities (seetables 1 and 2).
The denominator for the CapEx KPI corresponds to the sumof increases (including those resulting from businesscombinations) in property, plant and equipment,
intangible assets and rights-of-use (IFRS 16) during theperiod under review, as presented in the table of changes(see Notes 10 and 11 of section 6.1 of this universal
registration document), i.e. €472.5 million. The CapEx KPI
numerator corresponds to investments contributing toapplicable environmental objectives, based on theTaxonomy’s technical screening criteria (see tables 1
and 2).
OpEx non-materiality KPI: as in financial years 2021 and
2022, the Group’s 2023 OpEx analysis resulted in an amountof operating expenditure within the meaning of theTaxonomy (mainly servicing and maintenance costs) being
identified as non-material in relation to the Group’s total
operating expenditure during the year under review. The
ratio was 6%. The OpEx identified mainly concerns servicing
and maintenance costs and R&D costs, in small amounts
compared to the Group’s OpEx base in 2023.
As recommended by the European Commission, the three
regulatory tables will be presented in the appendices. The
tables corresponding to turnover and OpEx will bepresented with an indicator based on a numerator equal
to zero.

III. Eligibility and Alignment
III.1 Eligibility
Eligible activities only concern Verallia’s investments in67
individual measures . Investments were analysed andcategorised according to the standards corresponding toeach of the Taxonomy’s 6 environmental objectives inorder to determine their eligibility.

65(Respectively the "Climate" delegated act and the delegated act on the four other objectives) and its annexes on reporting conditions(Disclosures Delegated Act).
66
https://eur-lex.europa.eu/legal-content/FR/TXT/PDF/?uri=CELEX:32021R2178
67
The numerator (of the CapEx KPI) equals to the part of the capital expenditure included in the denominator that is any of the following (…)c) related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling the target activities tobecome low-carbon or to lead to greenhouse gas reductions, …
https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021R2178

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Appendices2

Tables 1 and 2: Verallia’s Taxonomy-eligible investments
Taxonomy activity (climate change mitigation and climatechange adaptation)

Types of Verallia CapEx recognised by the Taxonomy

3.6. Manufacture of other low carbon technologies

Investments in furnaces, annealing lehrs and cullet to reduce
CO2 emissions
Compressors

4.14 Transmission and distribution networks for renewable andlow-carbon gases

Equipment to transport gas in the production process

4.25. Production of heat/cool using waste heat
4.9 Transmission and distribution of electricity

Recovery of waste heat from furnaces and annealing lehrs
Equipment to connect production line machinery to theelectricity grid

5.3 Construction, extension and operation of waste watercollection and treatment

Equipment for recovering rainwater and water used during the
production process

5.5. Collection and transport of non-hazardous waste in source
segregated fractions

Containers for recovering used glass

5.9. Material recovery from non-hazardous waste

All equipment for sorting and reusing cullet in the glass
manufacturing process

6.5. Transport by motorbikes, passenger cars and lightcommercial vehicles

Vehicle fleet under long-term leases

7.1 Construction of new buildings
7.2. Renovation of existing buildings
7.3. Installation, maintenance and repair of energy efficiency
equipment

Buildings constructed to host new low-CO2 furnaces
Renovation of offices, car parks and other buildings
Installation of LED lighting
Replacement of windows
Replacement of heating systems

7.4 Installation, maintenance and repair of charging stations forelectric vehicles in buildings (and parking spaces attached tobuildings)

Charging stations available within buildings for the fleet’s
electric and hybrid vehicles

7.5. Installation, maintenance and repair of instruments anddevices for measuring, regulating and controlling energy
performance of buildings

Installation of energy meters7.6. Installation, maintenance and repair of renewable energy
technologies

Installation of photovoltaic panels

7.7 Acquisition and ownership of buildings
8.2. Data-driven solutions for GHG emissions reductions

Office buildings under long-term leases
Investments in low-CO2 data solutions (ESIII, PDH, energy datasystems, etc.)

Taxonomy activity (circular economy)
1.2. Manufacture of electrical and electronic equipment
5.1. Repair, refurbishment and remanufacturing

Types of Verallia CapEx recognised by the Taxonomy
Investments in IT to monitor furnace operations
Repair or replacement of production facilities such as furnaces
or refractories

After the four new Taxonomy objectives took effect, theGroup was able this year to have its investments inservicing and repairing furnaces recognised by the
Taxonomy under category 5.1. Repair, refurbishment andremanufacturing of the circular economy objective. Such
operations to partially or fully repair industrial equipment
help to extend their lifespan and promote a circular
economy model by reducing the consumption of raw
materials and energy.

III.2. Alignment
As in financial year 2022, the alignment of Verallia’s
investments in 2023 was analysed solely through the prismof the (i) climate change mitigation and (ii) climatechange adaptation objectives.

A. Climate change mitigation objective: substantial
contribution
The technical teams analysed the substantial contribution
made to climate change mitigation based on an analysis
of each site’s compliance with the corresponding
Taxonomy criteria. A substantial contribution wasdemonstrated for the following categories of activities.

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Appendices3.6. Manufacture of other low carbon technologies

5.9. Material recovery from non-hazardous waste

Verallia has allocated various parts of its capital
expenditure budget to making its glass manufacturing
processes less carbon intensive and more energy efficient.
These large-scale investments make use of state-of-the-art
technologies involving process electrification, a transition
to lower-carbon fuels, more efficient fuel reactions, etc. At
various production sites, conventional furnaces have been
replaced with electric or hybrid furnaces, processes havebeen optimised and better performing compressors havebeen installed.

Verallia has invested in plants designed to recycle usedglass as cullet (a secondary raw material) for reuse - as a
primary raw material - in glass manufacturing plants. The
yield at each of the plants is well above 50% by weight.

In order to demonstrate the climate benefits of these
operations, the greenhouse gas (GHG) emissions
associated with the solutions deployed were comparedwith the best available technology/solution/product(which, in most cases, proved to be the solution prior to theinvestment in question given their innovative nature), as
68
per best practice . These calculations were verified by anindependent third party, thus making it possible to confirm
that the assessments made complied with applicableinternational standards.
In accordance with the Taxonomy regulation, investments
shown to have led to a reduction in GHG emissions
qualified as contributing substantially to climate change
mitigation.
4.9. Transmission and distribution of electricity
Verallia has invested in equipment to electrify its glass
manufacturing processes. This equipment consists mostly ofcables to connect machinery to the electricity grid.
4.25. Production of heat/cool using waste heat
Verallia has invested in waste heat recovery and recycling
systems (either through direct recycling at the process levelor through recycling at the building level).
5.5. Collection and transport of non-hazardous waste insource segregated fractions

7.1. Construction of new buildings
Verallia has invested in new industrial buildings and offices
to host its future furnaces.
7.3. Installation, maintenance and repair of energy
efficiency equipment
Verallia has invested in lighting equipment, consisting
mostly of highly energy-efficient (LED) lamps which meetthe requirements set out in Directive 2010/31/EU andRegulation (EU) 2017/1369 as referred to in the Taxonomy.
7.4. Installation, maintenance and repair of charging
stations for electric vehicles in buildings (and parking
spaces attached to buildings)
Verallia has invested in charging stations for electricvehicles at some of its industrial sites.
7.5. Installation, maintenance and repair of instruments anddevices for measuring, regulating and controlling energy
performance of buildings
Verallia has invested in various types of equipment (energy
meters, heating meters, etc.) that adhere to substantial
contribution criteria.
7.6 Installation, maintenance and repair of renewableenergy technologies
Verallia has invested in photovoltaic systems to partly meetthe electricity needs of certain of its industrial and officebuildings. These investments were made in regions where
meteorological conditions (especially sunshine) are themost conducive to the development of solar power.

Verallia has invested in installing glass bins to collect used
domestic glass for recycling and reuse in the production of
new glass jars and bottles.

68(Commission Recommendation 2013/179/EU, ISO 14067:2018 or ISO 14064-1:2018)202

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Appendices2

69

B. Climate change mitigation objective: DNSH

A focus on DNSH to
Adaptation criteria

Analysis of generic DNSH to Mitigation criteria was thesame as for other investments included at these same sites.
The Taxonomy criteria were reviewed for each site having
received the investments referred to in part A:
I.

Where DNSH to Adaptation criteria are concerned,
vulnerability to physical climate risks was assessed andan adaptation plan put in place. Work is still ongoing(see “Focus” section).

II.

Where DNSH to Biodiversity criteria are concerned, thevarious elements available (environmental procedures,
environmental impact assessments carried out to thehighest international standards, official permits/authorisations, existence of biodiversity-sensitive sites
and adaptation) were reviewed for each industrial
site.

III.

Where DNSH to Water criteria are concerned, theexistence of qualitative and quantitative water
resource management systems at each industrial site,
including the operation of industrial water pretreatment plants, ensures that any water discharges
are compatible with local water quality regulations
and plans.

IV. Where DNSH to the Circular Economy criteria areconcerned, the ecodesign, reuse, recycling andrecovery of waste and various materials at theequipment level and industrial site level were
demonstrated by way of a robust policy on the matteras well as procedures applicable to suppliers andvarious service providers.
V.

69
70

Where DNSH to Pollution criteria are concerned,
analyses were carried out at each site to ensure they70
comply with regulations (REACH, RoHs
andequivalents) as regards chemicals, the existence ofcontrol procedures and the inventory of chemicals
referred to in appendix C of the Taxonomy’s Climate
Delegated Act (most of which are not involved in theglass manufacturing process, which is primarily athermal process).

Verallia is in the process of examining and mapping
the climate risks at each of its industrial sites. A
vulnerability assessment is being carried out with thehelp of an external specialist (see Section 2.6. Dutyof Care Plan of the URD). Verallia’s vulnerability andresilience against climate change are assessed at
the local level, site level and Group level. The
IPCC’s ‘worst-case’ scenario (SSP5-8.5) was tested
out to 2030 and 2050.
The assessment will be used to identify the main risks
to which Verallia’s activities will be exposedworldwide (extreme heat, drought, water stress,
heavy precipitation, climate disasters) and to draw
up an adaptation plan accordingly (withinspections, reorganizations, physical measures,etc.).
This continuous assessment - involving several of theGroup’s business lines and departments - is still ongoing
and a dedicated report will be published in 2024.

C. Climate change adaptation objective
An analysis of climate risks and adaptation plansdemonstrated the Group’s compliance with DNSH to
Adaptation criteria (under the mitigation objective).
However, there are several projects and industrial sites forwhich Verallia’s investments in adapting to climate risks
cannot be isolated from the overall investment budget.
Analysis of the Group’s substantial contribution to thisobjective will be gradually reinforced over the course ofdeveloping its climate risk adaptation plan.

D.

Minimum Safeguards

For its activities to qualify as Taxonomy-aligned, an
undertaking must implement procedures “to ensure thealignment with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business andHuman Rights, including the principles and rights set out inthe eight fundamental conventions identified in the
Declaration of the International Labour Organization on
Fundamental Principles and Rights at Work and theInternational Bill of Human Rights” (Article 18 of theTaxonomy regulation). Verallia has rolled out a series ofprocedures relating to these guidelines, as reflected in thevarious procedures and policies set up by the Group andsummarised in the table below.

DNSH : Do No Significant Harm principle.
ROHS (Restrction of Hazardous Substances): Directive on the restriction of the use of certain hazardous substances in electrical andelectronic equipment.

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Appendices

Table 3: Analysis of Minimum Social Safeguards
Theme

Criteria

Examples of Verallia’s policies andprocedures

URD sections

All policies relating to human rights:

2.4.1 – Ensure the healthand safety of everyonel Group Code of Conduct/Ethics
l Whistleblowing procedure (no alerts in

Due diligence onhuman rights

Verallia has set up an appropriate
due diligence process to ensure
respect for human rights.

2023)

l Suppliers Charterl Sustainable Purchasing Policyl EHS Policyl Human Resources Policyl Group Code of Conduct/Ethicsl Supplier Code of Conduct andSustainable Purchasing Policy

Verallia has set up anti-corruption
processes.

l Anti-corruption and influence peddlingpolicyl Other procedures to comply with the

Sapin II law (gift policy, conflicts ofinterest, etc.)

Tax governanceFree competition
proceduresTax governance and complianceare considered important aspectsof supervision, and appropriate tax
risk management strategies andprocesses are in place.

l Group tax policy and procedures

Verallia keeps its employees
informed of the importance ofcomplying with all applicablecompetition laws and regulations.

l Guidelines for complying withl Declaration of tax compliance andobservance of economic sanctions in
the URD
competition law and Professional
Associations policy

In addition, neither the Group nor its Management have todate ever been charged with violating business ethics,
taxation or human rights regulations.
For due diligence purposes, the Group set up a Vigilance
Plan in 2023 geared towards human rights andfundamental freedoms and the health and safety ofpeople and the environment. The plan includes (i) a risk
map, (ii) assessment procedures, (iii) a plan of action toprevent and mitigate risks, (iv) a whistleblowing
mechanism, (v) a monitoring procedure (see Section 2.6.
Duty of Care Plan of the URD).

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

2.4.4 - Support ouremployees/Support thedevelopment of ouremployees and prepare
our talent
2.4.5 - Other social
informationl …

Anti-corruption
procedures

2.4.3 - Promote diversity
and inclusion

2.4.6 - Create
partnerships with ourcommunities
2.5.1 – Comply with key
regulations (corruption,competition, embargoes,
personal data,
information security)
2.5.2 - Build engaging
and respectful
relationships with our
suppliers2.5.3 - Ensure productquality and safety forcustomer satisfaction

IV. Results
TurnoverAs in financial years 2021 and 2022, the Group reported 0%
sustainable turnover as its activities are not considered tobe among the biggest contributors to GHG emissions andtherefore not recognised or described.
Proportion of turnover/Total turnover
Taxonomy-aligned
per objective
CCM
CCA
WTR
CE
PPC
BIO

0%
0%
0%
0%
0%
0%

Taxonomy-eligible
per objective
0%
0%
0%
0%
0%
0%

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

OpEx
The Group has also published an OpEx KPI of 0% since2021, benefiting from the non-materiality of its ‘Taxonomy’operating expenditure relative to its total operating
expenditure.
Proportion of OpEx/Total OpEx
Taxonomy-aligned
per objective
CCM
CCA
WTR
CE
PPC
BIO

0%
0%
0%
0%
0%
0%

Taxonomy-eligible
per objective
0%
0%
0%
0%
0%
0%

CapEx
The Group published an eligible CapEx KPI of 51.6% for2023 (versus 6% in 2022), of which 32.3% relating to the two
climate objectives and 25.3% to the circular economy
objective, and a sustainable CapEx KPI of 26.6% (vs 1.5% in2022).
Its eligible CapEx KPI rose significantly after the four new
objectives came into effect as they enabled the Group to
analyse certain types of CapEx and therefore include an
additional €99.6 million as eligible CapEx. This improved
ratio was also attributable, in the amount of €119 million, to2

the outcomes of the investment plan aimed at improving
energy efficiency (investments made in electric and HeatOx furnaces).
So the Group’s improved alignment ratio reflects theconsiderable efforts it has made to have €125.5 million ofsustainable investments recognised by the Taxonomy,€98.2 million of which have been certified by anindependent third party (as regards activity 3.6). These
investments were certified by an independent third party
which validated their climate benefits in comparison withthe best available solution, as per best practice.
Proportion of CapEx/Total CapEx
Taxonomy-aligned
per objective
CCM
CCA
WTR
CE
PPC
BIO

26,6%
0%
0%
0%
0%
0%

Taxonomy-eligible
per objective
32,3%
32,3%
0%
25,3%
0%
0%

In 2024, the eligibility and alignment of all the Group’s
investments will be analysed through the prism of all six
objectives; they include the Spanish cullet plants it has
acquired, which will be analysed to measure theiralignment with the circular economy objective.

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Appendices2.7.2. Table of non-financial performance indicators
Some KPIs are reported for the first year and no historical data is disclosed.
2023
incl. UK

Indicator

2023
excl. UK

2022

2021

ENVIRONMENT
General% of operational sites for which an environmental risk assessment has been performed% of the total workforce in all sites that received training (internal or external) on
environmental issues
Energy and fuels
Total energy consumption in MWh
Fossil fuel consumption (fuel oil, gas) in MWh PCIof which fuels from crude oil and petroleum productsof which fuels from natural gasof which electricity, heat, steam and refrigeration purchased or acquired from fossil
sources
Share of fossil fuels in total energy consumption (%)
Total consumption of energy from nuclear sources
Share of nuclear energy in total energy consumption (%)
Total consumption of energy from renewable sourcesof which fuels from renewable sourcesof which electricity, heat, steam and refrigeration purchased or acquired fromrenewable sourcesof which self-generated non-combustible renewable energy
Share of renewable energy in total energy consumption (%)
Non-renewable energy production in MWh
Renewable energy production in MWh
Electricity consumption in MWh PCI
Consumption of certified renewable electricity in MWh% of renewable or low-carbon electricity out of total electricity consumed
Total energy cost (in € million)
Fuel consumption costs (in € million)
Scope 1 & 2 GHG emissions
Scope 1 GHG emissions in ktCO2eof which from regulated emissions trading schemes (%)
Scope 2 GHG emissions in ktCO2e
Scope 2 location-based GHG emissions in ktCO2e
Scope 2 market-based GHG emissions in ktCO2e
Scope 1 & 2 GHG emissions in ktCO2e
Scope 1 & 2 GHG emissions / revenue (ktCO2e / € million)
Scope 1 & 2 GHG emissions in tCO2e per TPG
Scope 3 GHG emissions
Scope 3 GHG emissions in ktCO2e% of Scope 3 within the Group’s total emissions
Scope 3 emissions from purchases of goods and services in ktCO2eof which scope 3 emissions from raw materials in kt CO2of which scope 3 emissions from packaging in kt CO2
Scope 3 emissions from fixed assets in ktCO2
Scope 3 emissions from fuel and energy-related activities (not included in
Scopes 1 or 2) in ktCO2e
Scope 3 emissions from upstream transport and distribution activities in ktCO2e
Scope 3 emissions from waste generated during operations in ktCO2e
Scope 3 emissions from business travel in ktCO2e
Scope 3 emissions from employee commuting in ktCO2e
Scope 3 emissions from upstream leased assets in ktCO2e
For intensity calculations, we have used the sales figures given in chapter 6.1.

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

100%

100%

100%

100%

100%

100%

100%

100%

10,871,540 10,383,317 10,708,709 10,810,763
8,955,478 8,533,436 8,743,156 8,859,621
674,659
674,659
8,280,819 7,858,777
771,81889.5%371656
3.4%
803,889
12,903771,81889.6%371656
3.6%
737,708
12,903

778,501
12,486
7.4%
31,301
12,486
1,934,461
790,986
60 %
766.9
491.4

712,320
12,486
7.1%
31,30112486
1,868,280
724,806
59 %
735.6
475.1

2,358
76%
354
396.1
354
2,712
0.695
0.470

2,249
75%
354
386.6
354
2,603
N/A
0.468

1,592
N/A
831
579
112
20
346
167
32
3
8
0

1,965,553
575,22450%
586.961
357.158

1,951,142
522,04546%364.512227.423

2,286

2,347

471

486

2,756
0.81
0.468

2,833
1.05
0.482

1,534
37.1%
801
553
107
20

1,648
37.5%
818
549
104
91

1,716
36.6%
886
565
159
18

332
159
32
3
8
0

354
175
32
3
8

362
156
32
1
0

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

Indicator
Scope 3 emissions from downstream transport and distribution activities in ktCO2e
Scope 3 emissions from the processing of products sold in ktCO2e
Scope 3 emissions from the use of products sold in ktCO2e
Scope 3 emissions from end-of-life treatment of products sold in ktCO2e
Scope 3 emissions from downstream leased assets in ktCO2e
Scope 3 emissions from franchises in ktCO2e
Scope 3 emissions from investments in ktCO2e
Total scope 3 emissions from transport in kt CO2
Total upstream Scope 3 emissions in kt CO2
Total downstream Scope 3 emissions in kt CO2
Total GHG emissions
Total GHG emissions (location-based) in ktCO2e
GHG emissions intensity (location-based) in ktCO2e/€m
Total GHG emissions (market-based) in ktCO2e/€m
GHG emissions intensity (market-based) in ktCO2e
Soil regeneration
Number of trees planted since 2019
Number of winning sites in the Nature on Site internal competition since 2019
Certified GHG emission offsets in tCO2e
Water
3
Total water consumption in m
3
of which water consumption in areas at risk of water stress in m
3
Water consumption in m per tonne of packed glass (TPG)
3
Water consumption intensity ratio (m /€m)
Waste
Waste recycling rate
Weight of waste generated in plants (tonnes)
Total quantity of hazardous waste not eliminated (tonnes)
Total quantity of hazardous waste prepared for reuse (tonnes)
Total quantity of hazardous waste recycled (tonnes)
Total quantity of hazardous waste not destroyed and recovered by other means(tonnes)
Total quantity of non-hazardous waste not eliminated (tonnes)
Total quantity of non-hazardous waste prepared for reuse (tonnes)
Total quantity of non-hazardous waste recycled (tonnes)
Total quantity of non-hazardous waste not destroyed and recovered by other means(tonnes)
Total quantity of hazardous waste eliminated (tonnes)
Total quantity of hazardous waste incinerated (tonnes)
Total quantity of hazardous waste sent to landfill (tonnes)
Total quantity of hazardous waste eliminated by other means (tonnes)
Total quantity of non-hazardous waste not eliminated (tonnes)
Total quantity of non-hazardous waste incinerated (tonnes)
Total quantity of non-hazardous waste sent to landfill (tonnes)
Total quantity of non-hazardous waste eliminated by other means (tonnes)
Total quantity of waste not recycled (tonnes)
Total quantity of waste recycled (%)
Total quantity of hazardous waste (tonnes)
Total quantity of waste sent to landfill (tonnes)
Total quantity of non-hazardous waste (tonnes)
Total quantity of waste recycled or reused (tonnes)
Sustainable materials and products% of cullet recycled in the production of new glass (external cullet ratio)
Alpha coefficient2023
incl. UK
144
3
0
38
0
0
48
311
1,407
185

2023
excl. UK
137
3
0
38
0
0
48
296
1,356
178

4,346.1
1.113
4,304.1
1.103

4,169.6
1.130
4,136.7
1.122

513,0001103,203,941
796,989
0.56
0.82

2

2022
126
3
0
38
0
0
48
302
1,481
168

2021
146
3
0
105
0
0
48
278
1,461
254

513,000
110

413,000
9
20,000313,000
6
30,0002,765638
797,9890.50/

2,758,494

3,108,599

0.47

0.53

73%
75%
64,71460,757
9.499
9.289
/
/
7,458
7,339

75%
76,91868%
65,1882,041
41,568/39,632

1,950
39,125/38,398

1,936
6,740
490
5,801
0
6,908
33
6,022
0
13,64821%
16,238
11,824
48,47651,067

727
6,554
490
5,615
0
5,788
33
4,903
0
12,34320%
15,843
10,51844,915
48,414

17,515
11,34559,061
61,894

9,167
13,23056,02145,816

53,9%
N/A

54,1%
15,7

55.7%
15.9

55%
16

For intensity calculations, we have used the sales figures given in chapter 6.1.

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Appendices2023
incl. UK

Indicator

2023
excl. UK

2022

2021

SOCIAL, HEALTH AND SAFETY
General
Total workforce
Percentage of employees by region:
Europe (including France)
Latin America
Workforce by geographic area:
Northern and Eastern Europe
Southern and Western Europe
Latin America
Breakdown of workforce by type of employment contract
Permanent
Permanent (in number)
Men
Women
Fixed term
Fixed (in number)
Men
Women
Temporary staff
Temporary staff (in number)
Men
Women
Full-time contracts
Men
Women
Part-time contracts
Men
Women
Breakdown of workforce by SPC:Managers
Employees, technicians and supervisors
Manual workers
Sales workforce
Company total payroll in millions of euros (the sum of all gross wages and salaries andemployers’ social security contributions, as well as employee profit-sharing andincentives and other personnel expenses recorded each financial year).
Change in employment
Change in employment within the Group over the last three years:
Total turnover (all departures combined)
Total turnover (all departures combined) in number
Voluntary turnover (resignations only) as a percentage
Voluntary turnover (resignations only) in numbers
Recruitment rate
% of hiring in permanent contracts

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

10,912

10,26810,0089,758

86 % (23 %) 85 % (24 %)
14 %
15 %

87% (25%)13%

87% (25%)
13%

3,882
5,502
1,528

3,238
5,502
1,528

3,218
5,382
1,408

3,181
5,286
1,291

94%
10495
76%
17%
4%
417
3%
1%
3%
286
2%
1%
95 %
78 %
17 %
3%
2%
1%

94%
9873
76%
17%
4%
395
3%
1%
3%
286
2%
1%
95 %
78 %
17 %
3%
2%
1%

90%

90%

5%

5%

5%

5%

1,205
2,527
7,180
348

1,154
2,444
6,670
329

1,065
2,458
6,485
310

1,014
2,308
6,436
318

567.4

524.5

11.9%

11.2%

5.0%

4.6%

14.3%
9.4%

12.0%
7.1%

642,1

12,3%
1305
5,3%
565
14,5%
10,7%

11,9%
1195
4,9%
486
14,2%
10,3%

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices2023
incl. UK

Indicator
Health and safety
Number of accidents (with or without lost time)
Accident frequency rate (TF1)2023
excl. UK

2022

2
2021

75
3.1

64
2.7

76(1)
3.5

105
5

Frequency rate (with and without lost time) (TF2): Number of work-related accidents
with or without lost time per million of worked hours

3.1

2.8

3.6

5.3

Number of days lost due to accidents at work and deaths due to accidents at work,
work-related health problems and deaths due to these illnesses
Severity rate
Number of deaths due to occupational accidents and illnesses
Number of cases of occupational illness
Percentage of total workforce covered by health and safety management system

2,445
0.13
0
11
100%

2,268
0.13
0
11
100%

0.25
0

0.29
0

% of the total workforce on all sites represented in a joint occupational Health and
Safety Committee

100%

100%

100%

100%

% of operational sites for which an occupational health and safety risk assessment has
been performed

100%

100%

100%

100%

100%

100%

100%

100%

18,9%
2059
383
3
27 %
53
31,8%
27,6%
72
5,2%
4,5%
3,6%
0,9%
3,5%

19,0%
1953
372
3
30 %
47
32,2%
28,6%
72

17.9

17.2%

30%

33%

31.3%
28.3%
68

30.4%
28.8%
67

3.3%

3.4%

1.4%
68

1.5%
63

15,0%
54,6%
30,4%

14,9%
54,9%
30,2%

418 48581,0%
39

398,83782,2%
40

327,52085.2%
33304,902
78.8%
31

90,1%
86,5%
79,4%

89,6%
86,0%
77,8%

91.7%
91%
82.1%

93.3%
74.7%
70.9%

50%
57%
35%
3%
19%

48%
56%
37%
3%
4%

52%
58%
32%
4%
25%

61%
54%
29%
4%
24%

% of employees covered by a health care expense scheme (mandatory or
voluntary)
Diversity & Inclusion
Percentage of women employed
Number of women employed
Number of female managers
Number of women in senior management positions (Executive Committee)
Percentage of women in senior management positions (Executive Committee)
Number of employees on management committees (by division)
Share of female managers
Female hiring rate
Gender equality index
Average pay gap between men and women
Percentage of people with disabilities/average workforce
Men
Women
Hiring rate of people with disabilities
Number of nationalities of employees present in the Group
Percentage of employees aged under 30
Percentage of employees aged 30 to 50
Percentage of employees aged over 50
Professional development
Number of hours of total training completed
Percentage of workforce trained
Number of training hours per person (h/person)
Proportion of managers and non-managers trained:
Managers
Senior technicians and supervisors
Manual workers, administrative staff and technicians
Percentage per type of training:Technical
Environment, Health, Safety
Management
Language
Other(1) Subcontractors being included in this number, as for 2021.

4,1%
3,6%
0,9%
2,7%

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices2023
incl. UK

Indicator

2023
excl. UK

2022

2021

Employee engagement
Number of agreements signed or approved with staff representatives during the year

80

79

64

70

Engagement index (every two years)

60

60

nd

55%

Percentage of employees receiving a regular appraisal interview

45%

48%

of which managerial grade employees

10%

10%

5.5%

5.0%

3.8%

3.5%

of which women3%

3%of which percentage of senior technicians and supervisors

12%

12%

of which women

4%

4%of which blue collar workers

24%

26%

of which women

4%

4%

97%

97%

41

36

Percentage of employees covered by employee representatives

51,7%

53,0%

Percentage of employees authorised to take family-related leave

81%

81%

Share of employees taking family-related leave

10%

9%

of which women2%

2%

Percentage of employees who were able to invest time in actions topromote the link between the nation and the army and to support
commitment to the reserves
Ratio of the remuneration of the highest-paid person to the median
remuneration of employees

1%1%Social dialogue and working conditions

Employees covered by a collective bargaining agreement
Number of collective bargaining agreements

Absenteeism rate

17
4,3%

4,3%

Capital held by employees

Proportion of share capital held by employees

3,8%Proportion of employee shareholders

44 %

41%

45%

Number of employee shareholders

4,794

4,132

4,367

ETHICS
General
Number of convictions or fines
Total number of alerts received (and % handled)
Number of ethical alerts received (and % handled)
Percentage of all operational sites for which an internal audit/ethics risk assessment has
been conducted
Corruption% of the defined population trained in our anti-corruption program (target: persons
likely to be at risk of active/passive corruption)
Number of confirmed corruption incidents
Competition & embargo% of the defined population trained in our competition program% of defined population trained in risks of violation of economic sanctions andembargoes
Personal data
% of requests for the exercise of GDPR rights handled
Information security
Number of information security incidents confirmed
Number of IT security events collected in billions for analysis
Number of incidents with impacts

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT054 (87%)5 (60%)

051 (86%)5 (60%)0
15 (87%)0 (N/A)0
7 (100%)1 (100%)

100%

100%

100%

100%

99.9%
1

100%
1

97.5%
0

98.9%
0

99.9%

100%

98.9%

98.8%

100%

100%

99.4%

94.8%

100%

100%

100%

100%

0
95
0

0
95
0

2
81.9
2

1
25.8
1

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices2023
incl. UK

Indicator

2023
excl. UK

2022

2
2021

Suppliers
Group purchases (in € million)
Number of suppliers
l % of suppliers in number for the energy purchase categoryl % of suppliers in number for the raw materials purchase categoryl % of suppliers in number for the investment purchase categoryl % of suppliers in number for the transport purchase categoryl % of suppliers in number for the production purchase categoryl % of suppliers in number for the packaging purchase categoryl % of suppliers in number for the general and other purchase category
Percentage of the amount of purchases covered by the Suppliers Charter

2.53
14400
1%
4%
20%
8%
28%
3%
36%
88%

2.39
13200
1%
4%
20%
8%
28%
3%
36%
88%

2.18
12,800
1%
8%
17 %
13 %
26 %
5%
30 %
88 %

1.6
10,250
1%
8%
21 %
10 %
28 %
6%
26 %
82 %

Percentage of suppliers identified to date as priority risk according to the AFNOR matrix
that are in the process of or have completed an EcoVadis or ACESIA assessment
Total number of CSR physical inspections of supplier facilities
Percentage of targeted suppliers that have been subject to an on-site CSR audit
Number of actions plans initiated as a result of supplier non-compliance
Percentage of buyers from all sites who have received responsible purchasing training

96%
22
42%
91
100%

96%
22
42%
91
100%

99 %
24
37 %
57
100 %

89 %
78
30 %
24
100 %

100%

100%

100 %

100 %

94%
100%

100%
100%

100%
100%

84%
94%

'-24% vs2022'-20% vs2022

-43% vs2020-13% vs
2020

Percentage of suppliers covered by conflict minerals regulations for which information
about conflict minerals is available
Product safety and customer satisfaction% of sites with at least 1 certified RCA coach*
Number of sites covered by Food Safety certification% decrease in customer complaint rate (number of complaints per 100 million
containers sold)Communities
Monetary contributions to communities, NGOs made by the company per year

€0.8million€1.5million €1.5 million

Governance
Number of members on your Board (Board of Directors or Supervisory Board orequivalent) as of 31 December
Percentage of Directors present (in person, by teleconference or by proxy) at Board
meetings held during the reporting period
Total number of regular and special meetings of the Board of Directors of theCompany held during the reporting period
Percentage of independent members on the Board of Directors or Supervisory Board as
at 31 December. A Director is independent when he or she does not have any
relationship of any kind with the Company, its Group or its management, which may
compromise the exercise of his or her freedom of judgement.
Percentage of women on the Board of Directors or Supervisory Board
Percentage of women on the Management Committee

13

13

10

93%

96 %

94 %

7

6

7

50%

50 %

56 %

40%
27%

40 %
27 %

44 %
30 %

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices2.7.3. Green taxonomy results table
Turnover

Climate change adaptation (12)Water (13)Pollution (14)Circular economy (15)Biodiversity (16)Minimum safeguards (17)Proportion of Taxonomy-aligned(A.1.) or -eligible (A.2.) turnover,year N-1 (18)

N/A

N/A

N/A N/A

N/A

N/A

N/A

0%

N/A

N/A N/A N/A N/A

Category transitional activity (20)

Climate change mitigation (11)N/A N/A N/A N/A

Category enabling activity (19)

Biodiversity (10)N/A

Circular economy (9)Water (7)N/A

Pollution (8)Climate change adaptation (6)Do no significant harm (DNSH)
criteria (h)Climate change mitigation (5)Substantial contribution criteria

Proportion of turnover, year N (4)Turnover (3)Economic activities (1)2023

Code (a) (2)Financial year N

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally
sustainable activities (Taxonomyaligned) (A.1.)

00%

Of which enabling

N/A

0

0%

N/A

Of which transitional

N/A

0

0%

N/A

N/A

N/A

N/A N/A

N/A

N/A

N/A

0%

N/A

N/A

N/A N/A

N/A

N/A

N/A

0%

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2.)

0

0%

N/A

N/A

N/A N/A N/A N/A

0%

A. Turnover of Taxonomy-eligible
activities (A.1. + A.2.)

0

0%

N/A

N/A

N/A N/A N/A N/A

0%

Turnover of Taxonomy-noneligible activities

3 903 775

100%

TOTAL (A. + B.)

3 903 775 100%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES212

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

N/A
N/A

2

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

CapEx

Climate change adaptation (12)Water (13)Pollution (14)Circular economy (15)Biodiversity and ecosystems (16)Minimum safeguards (17)

OUI

OUI

OUI

OUI

OUI

H

4.9 Transmission anddistribution of electricity

CCM 4.9

4 107

0,9%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A OUI

OUI

OUI

OUI

H

4.25 Production of heat/cool using waste heatCCM 4.25

8 271

1,8%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A OUI

OUI

OUI

OUI

5.5. Collection andtransport of nonhazardous waste insource segregatedfractions

CCM 5.5

905

0,2%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

OUI

N/A

OUI

5.9. Material recovery
from non-hazardous
waste

CCM 5.9

7 026

1,5%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

N/A

OUI

OUI

7.1 Construction of newbuildings

CCM 7.1

5 439

1,2%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

OUI

OUI

OUI

OUI

OUI

7.3 Installation,
maintenance andrepair of energy
efficiency equipment

CCM 7.3

335

0,1%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A OUI

N/A

N/A

OUI

7.4 Installation,
maintenance andrepair of charging
stations for electricvehiclesin buildings (andparking spaces
attached to buildings)

CCM 7.4

55

0,01%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

N/A

N/A

OUI

7.5. Installation,
maintenance andrepair of instruments
and devices formeasuring, regulating
and controlling energy
performance ofbuildings

CCM 7.5

408

0,1%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

N/A

N/A

OUI

0,00%

H

7.6. Installation,
maintenance andrepair of renewableenergy technologies

CCM 7.6

364

0,1%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

N/A

N/A

OUI

0,00%

H

8.2 Data-driven
solutions for GHG
emissions reductions

CCM 8.2

437

0,1%

OUI

NON N/EL N/EL N/EL N/EL

N/A

OUI

N/A N/A

OUI

N/A

OUI

CapEx ofenvironmentally
sustainable activities(Taxonomy-aligned)(A.1.)

125 547

26,6%

%

%

%

%

%

%

OUI

OUI

OUI

OUI

OUI

OUI

OUI

1,50%

Of which enabling

103 906

22,0%

%

%

%

%

%

%

OUI

OUI

OUI

OUI

OUI

OUI

OUI

0,24%

Of which transitional

0

0,0%

%

OUI

OUI

OUI

OUI

OUI

OUI

OUI

0%

Category enabling activity (19)

Climate change mitigation (11)OUI

Proportion of Taxonomy-aligned(A.1.) or -eligible (A.2.) CapEx,
year N-1 (18)

Biodiversity (10)N/A

Circular economy (9)NON N/EL N/EL N/EL N/EL

Pollution (8)OUIWater (7)20,8%Proportion of CapEx, year N (4)98 200CapEx (3)

CCM 3.6

Code (a) (2)3.6 Manufacture ofother low carbon
technologies

Economic activities(1)

Category transitional activity (20)

Do no significant harm (DNSH)
criteria (h)Substantial contribution criteria
Climate change adaptation (6)2023

Climate change mitigation (5)Financial year N

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)

1,20%

0,20%

H

H

H

H
T

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)1.2. Manufacture ofelectrical andelectronic equipment

CE 1.2

604

0,1%

N/EL

N/EL

N/EL N/EL

EL

N/EL

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices3.6 Manufacture ofother low carbon
technologies

CCM 3.6 et
CCA 3.6

8 153

1,7%

EL

EL

N/EL N/EL N/EL N/EL

4.14 Transmission anddistribution networks forrenewable and lowcarbon gas

CCM 4.14
et CCA 4.14

1 491

0,3%

EL

EL

N/EL N/EL N/EL N/EL

4.25 Production of heat/cool using waste heatCCM 4.25
et CCA 4.25

0

0,0%

EL

EL

N/EL N/EL N/EL N/EL

4.9 Transmission anddistribution of electricity

CCM 4.9 et
CCA 4.9

0

0,0%

EL

EL

N/EL N/EL N/EL N/EL

5.1. Repair,refurbishment andremanufacturing

CE 5.190 776

19,2%

N/EL

N/EL

N/EL N/EL

EL

N/EL

5.3 Construction,
extension andoperation of waste
water collection andtreatment

CCM 5.3 et
CCA 5.3

29

0,0%

N/EL

N/EL

N/EL N/EL

EL

N/EL

6.5. Transport by
motorbikes, passenger
cars and lightcommercial vehicles

CCM 6.5 et
CCA 6.5

1 549

0,3%

EL

EL

N/EL N/EL N/EL N/EL

7.1 Construction of newbuildings

CCM 7.1,
CCA 7.1 etCE 3.1

14 417

3,1%

EL

EL

N/EL N/EL

EL

N/EL

7.2. Renovation ofexisting buildings

CCM 7.2,
CCA7.2 etCE 3.2

289

0,1%

EL

EL

N/EL N/EL

EL

N/EL

7.7 Acquisition andownership of buildings

CCM 7.7 et
CCA 7.7

1 189

0,3%

EL

EL

N/EL N/EL N/EL N/EL

CapEx of Taxonomyeligible but notenvironmentally
sustainable activities(not Taxonomy-aligned
activities) (A.2.)

118 498

25,1%

%

%

%

%

%

%

4,50%

A. CapEx of Taxonomyeligible activities (A.1 +A.2)

244 045

51,6%

%

%

%

%

%

%

6%

CapEx of Taxonomynon-eligible activities

228 455

48,4%

TOTAL (A. + B.)

472 500

100%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES214

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

OpEx

Water (13)Pollution (14)Circular economy (15)Biodiversity and ecosystems (16)Minimum safeguards (17)Proportion of Taxonomy-aligned(A.1.) or -eligible (A.2.) OpEx, year
N-1 (18)

N/A

N/A N/A

N/A

N/A

N/A

0%

0

0%

N/A

N/A

N/A N/A N/A N/A

N/A

N/A

N/A N/A

N/A

N/A

N/A

0

Of which transitional
N/A
0
0%
N/A
N/A
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)N/AN/A N/A

N/A

N/A

N/A

0

Category transitional activity (20)

Climate change adaptation (12)N/A

Category enabling activity (19)

Climate change mitigation (11)N/A N/A N/A N/ACircular economy (9)N/APollution (8)N/A

Proportion of OpEx, year N (4)0%

OpEx (3)0Economic activities (1)Code (a) (2)Biodiversity (10)

Do no significant harm (DNSH)
criteria (h)Water (7)Substantial contribution criteria

Climate change adaptation (6)2023

Climate change mitigation (5)Financial year N

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally
sustainable activities (Taxonomyaligned) (A.1.)
Of which enabling

N/A

OpEx of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2.)

0

0%

N/A

N/A

N/A N/A N/A N/A0%

A. OpEx of Taxonomy-eligible
activities (A.1 + A.2)

0

0%

N/A

N/A

N/A N/A N/A N/A

0%

OpEx of Taxonomy-non-eligible
activities

191 157

100%

TOTAL (A. + B.)

191 157 100%

N/A
N/A

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESVERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

GRI correspondence tables
The Group has chosen to comply with the essential level of the GRI framework and as such presents a table ofcorrespondence with the general elements and the specific elements related to its most material issues.
GRI source
Disclosure
General Disclosures
2-1
Organizational details
2-2
Entities included in the organization’s sustainability reporting
2-3
Reporting period, frequency and contact point
2-4
Restatements of information
2-5
External assurance
2-6
Activities, value chain and other business relationships
2-7
Employees
2-8Workers who are not employees
Governance
2-9
Governance structure and composition
2-10
Nomination and selection of the highest governance body
2-11
Chair of the highest governance body
2-12
Role of the highest governance body in overseeing the management of impacts
2-13
Delegation of responsibility for managing impacts
2-14Role of the highest governance body in sustainability reporting
2-15
Conflicts of interest
2-16
Communication of critical concerns
2-17Collective knowledge of the highest governance body
2-18
Evaluation of the performance of the highest governance body
2-19
Remuneration policies
2-20
Process to determine remuneration
2-21
Annual total compensation ratio
Strategy, policies and practices
2-22Statement on sustainable development strategy
2-23
2-24
2-25
2-26
2-27
2-28

Policy commitments
Embedding policy commitments
Processes to remediate negative impacts
Mechanisms for seeking advice and raising concerns
Compliance with laws and regulations
Membership associations

Stakeholder engagement
2-29
Approach to stakeholder engagement
2-30
Collective bargaining agreements
Material Topics
3-1
Process to determine material topics
3-2
3-3

List of material topics
Management of material topics

216

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Correspondence
Section “Our Business Model”
2.7.1 ; 6.1
2.7.1 ; 5 ; 6.1
2.7.1 ; 6.1
2.8 ; 6.2 ; 6.5
Section “Our Business
Model” ; 1
2.7.2
N.A.
3.1
3.1
3.1
2.1.3 ; 3.1
2.1.3 ; 2.2 ; 2.3 ; 2.4 ; 2.5 ; 3.1
2.1.3 ; 3.1
3.1
2.5.1 ; 3.1
3.1
3.1
3.3
3.3
3.3
Section “Message from theCEO” ; 2.1
2.5 ; 3.1.1.1
2.5 ; 3.1.1.1
2.5 ; 2.6 ; 3.1.1.1
2.5 ; 2.6
2.5 ; 2.7.2
2. Section “Ourmemberships”
2.5 ; 2.6
2.4.5 ; 27.2
Section “General
Comments”
1.2.2 ; 1.3.1 ; 2.1 ; 2.7 ; 4.1 ; 6.1
2. ; 4.

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

GRI source

Disclosure
Economic

2

Correspondence

203 - Indirect Economic Impacts
203-1
Infrastructure investments and services supported
203-2
Significant indirect economic impacts
205 - Anti-corruption
205-1
Operations assessed for risks related to corruption
205-2
Communication and training about anti-corruption policies andprocedures

1.2.1.3 ; 2.4.6
1.2.1.2
2.5 ; 4.1.5.1
2.5 ; 2.6 ; 4.2.1.2

205-3
Confirmed incidents of corruption and actions taken
206 - Anti-competitive Behavior
206-1
Legal actions for anti-competitive behavior, anti-trust, and monopoly
practices
Environment
301 - Materials
301-1
Materials used by weight or volume301-2
Recycled input materials used
301-3
Reclaimed products and their packaging materials
302 - Energy
302-1
Energy consumption within the organization
302-2
Energy consumption outside of the organization
302-3
Energy intensity
302-4
Reduction of energy consumption
302-5
Reductions in energy requirements of products and services
303 - Water and Effluents
303-1
Interactions with water as a shared resource
303-2
Management of water discharge-related impacts
303-3
Water withdrawal
303-4
Water discharge
303-5
Water consumption
305 - Emissions
305-1
Direct (Scope 1) GHG emissions
305-2
Energy indirect (Scope 2) GHG emissions
305-3
Other indirect (Scope 3) GHG emissions
305-4
GHG emissions intensity
305-5
Reduction of GHG emissions
305-6
Emissions of ozone-depleting substances (ODS)
305-7
Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions
306 - Waste
306-1
Waste generation and significant waste-related impacts
306-2Management of significant waste-related impacts
306-3
Waste generated
306-4
Waste diverted from disposal
306-5
Waste directed to disposal
308 - Supplier Environmental Assessment
308-1
New suppliers that were screened using environmental criteria
308-2
Negative environmental impacts in the supply chain and actions taken

N.A.
N.A.

1.5.1.1
1.5.1.1
2.2 ; 2.3 ; 2.5 ; 2.7.2
2.3 ; 2.7.2
N.A.
2.3 ; 2.7.2
2.3
2.3
2.2
2.2
2.2
N.A.
2.2 ; 2.7.2
2.3 ; 2.7.2
2.3 ; 2.7.2
2.3 ; 2.7.2
2.3 ; 2.7.2
2.3
N.A.
2.2
2.2 ; 2.7.2
2.2 ; 2.7.2
2.2 ; 2.7.2
2.7.2
2.7.2

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

2.5
2.5

217

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
AppendicesSocial403 - Occupational Health and Safety
403-1
Occupational health and safety management system403-2
Hazard identification, risk assessment, and incident investigation
403-3
Occupational health services
403-4
Worker participation, consultation, and communication on occupational
health and safety

2.4
2.4
N/A
2.4

403-5
403-6
403-7

Worker training on occupational health and safety
Promotion of worker healthPrevention and mitigation of occupational health and safety impacts
directly linked by business relationships

2.4
2.4
2.4

403-8

Workers covered by an occupational health and safety management
system2.4

403-9
Work-related injuries
403-10Work-related ill health404 - Training and Education
404-1
Average hours of training per year per employee
404-2
Programs for upgrading employee skills and transition assistance programs
404-3
Percentage of employees receiving regular performance and careerdevelopment reviews
405 - Diversity and Equal Opportunity
405-1
Diversity of governance bodies and employees
405-2
Ratio of basic salary and remuneration of women to men
406 - Non-discrimination
406-1
Incidents of discrimination and corrective actions taken
416 - Customer Health and Safety
416-1
Assessment of the health and safety impacts of product and service
categories
416-2

218

Incidents of non-compliance concerning the health and safety impacts ofproducts and services

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

2.4 ; 2.7.2
2.4 ; 2.7.2 ; 4.1.2.6 ; 4.1.5.3
2.7.2
2.4
2.7.2

2.7.2 ; 3.1.1.2
N/A
2.7.2
2.5
2.5 ; 2.7.2

EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices2

Sustainability Accounting Standards Board (SASB)
correspondence tables
Given the specificity of our activities and the circular economy model, the Group has chosen the following as the mostrepresentative sector of the Sustainable Accounting Standards Board (SASB): “Containers & Packaging” (in “Resource
Transformation”).
The correspondence table is as follows:TOPIC
ACCOUNTING METRICGreenhouse
Gross global Scope 1 emissions, percentage
gas emissions covered under emissions-limiting regulations

CATEGORY
Quantitative

UNIT OF MEASURE

CODE
REFERENCE
RT-CP-110a.1
2; 2.3; 2.7.2
Metric tons (t) CO2e
Percentage (%)

Discussion of long-term and short-term
Discussion and N/Astrategy or plan to manage Scope 1
Analysisemissions, emissions reduction targets, and ananalysis of performance against those targets

RT-CP-110a.2 2; 2.3

Air emissions of the following pollutants: (1)NOx (excluding N2O), (2) SOx, (3) volatileorganic compounds (VOCs), and (4)particulate matter (PM)Metric tons (t)RT-CP-120a.1 2.2

Energy(1) Total energy consumed, (2) percentage
Quantitative
management grid electricity, (3) percentage renewable, (4)total self-generated energy

Gigajoules (GJ),
Percentage (%)

RT-CP-130a.1 2.7.2

Water(1) Total water withdrawn, (2) total water
management consumed, percentage of each in regionswith High or Extremely High Baseline Water
StressQuantitativeThousand cubic
meters (m³),
Percentage (%)

RT-CP-140a.1 2.7.2

Description of water management risks anddiscussion of strategies and practices tomitigate those risks

Quantitative

Number

RT-CP-140a.2 2.2

Number of incidents of non-complianceassociated with water quality permits,standards, and regulations

Quantitative

Number

RT-CP-140a.3 N/A

Waste
Amount of hazardous waste generated;management percentage recycled

Quantitative

Metric tons (t),Percentage (%)

RT-CP-150a.1 2.2; 2.7.2

Air quality

Product
safetyQuantitative

Number of recalls issued; total units recalled
Quantitative
Number
Discussion of process to identify and manage Discussion and N/Aemerging materials and chemicals ofAnalysisconcern

RT-CP-250a.1 2.5; 2.7.2
RT-CP-250a.2 2.2

Product
Percentage of raw materials from: (1)Lifecycle
recycled content, (2) renewable resources,
Management and (3) renewable and recycled content

Quantitative

Percentage (%) byweight

RT-CP-410a.1 2.2; 2.7.2

Revenue from products that are reusable,
recyclable, and/or compostable

Quantitative

Reporting currency

RT-CP-410a.2

Discussion of strategies to reduce theenvironmental impact of packaging
throughout its lifecycle

Discussion and N/AAnalysis

RT-CP-410a.3 2.2; 2.3

Quantitative

Metric tons (t),Percentage (%)

RT-CP-430a.1 N/A

Total aluminium purchased, percentage from Quantitativecertified sources

Metric tons (t),Percentage (%)

RT-CP-430a.2 N/A

Amount of production, by substrate
Percentage of production as: (1) paper/
wood, (2) glass, (3) metal, and (4) plastic

Quantitative
Quantitative

Metric tons (t)Percentage (%) byrevenue

RT-CP-000.A
RT-CP-000.B

N/A

Number of employees

Quantitative

Number

RT-CP-000.C

2.7.2

Supply chain Total wood fibre procured, percentage frommanagement certified sources

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Appendices

TCFD (Task Force on Climate-Related Financial Disclosures) crossreference table
The cross-reference table with the TCFD recommendations is presented below.
The Verallia Group’s response to the CDP also includes more details on certain matters.
Alignment with the 11 recommendations of the TCFD
GovernanceControl exercised by Board of Directors over climate-related risks and opportunities
Management’s role in the assessment and management of climate-related risks andopportunities

Correspondence
2.1; 3.1.5.4
2; 2.1; 2.3; 4.2.1.1

Strategy

2.1; 2.3; 4.1.3.2; 4.1.3.3
2.1

Description of the short, medium and long term climate risks and opportunities
Description of the impact of climate-related risks and opportunities on the investment
strategy
Presentation of the resilience of the investment strategy, considering different climatic
scenarios, including a scenario of 2°C or below

Riskmanagement

Indicators andobjectives

Description of risk management processes to identify, assess and manage climaterelated risks

2.1; 2.3; 4.1.3.2; 4.1.3.3

Description of climate risk management processes
Description of how climate-related risks are integrated into risk management
processes

2.1; 2.3; 4.1.3.2; 4.1.3.3

Presentation of information on the indicators used to assess climate-related risks andopportunities in the context of the investment strategy and risk management process
Presentation of information on greenhouse gas (GHG) emissions and related risks
under Scopes 1 and 2, and where applicable, Scope 3

4.1.3.2; 4.1.3.3
2.1; 2.3; 2.7.2
2.1; 2.3; 2.7.2

Presentation of the objectives set to manage the risks and opportunities related to the 2.1; 2.3; 2.7.2
climate, as well as the results achieved in the pursuit of these objectives

220

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTEXTRA-FINANCIAL PERFORMANCE STATEMENT
Report by the Statutory Auditors on the consolidated non-financial information statement included in the management report2

2.8. Report by the Statutory Auditorson the non-financial statement includedin the management report
Report of one of the Statutory Auditors, appointed as an independent third party, on theverification of the consolidated non-financial information statement(For the year ended December 31, 2023)
This is a free translation into of the report by one of the Statutory Auditors issued in French and is provided solely for theconvenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional standards applicable in France.
To the shareholders of Verallia,
VERALLIATour Carpe Diem
31, Place des Corolles - Esplanade Nord
92400 Courbevoie
In our capacity as Statutory Auditor of your company VERALLIA SA (hereinafter the “Entity”), appointed as an independent
third party (“third party”) and accredited Cofrac Inspection Accreditation, n°3-1862 (scope available at www.cofrac.fr), we
have undertaken a limited assurance engagement on the historical information (observed or extrapolated) in the
consolidated non-financial statement, prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”),
for the year ended December 31, 2023 (hereinafter the “Information” and the “Statement”, respectively), presented in the
management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of
the French Commercial Code (code de commerce).

Conclusion
Based on the procedures we have performed as described under the “Nature and scope of procedures” and the evidence
we have obtained, nothing has come to our attention that cause us to believe that the non-financial statement is notprepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is notpresented fairly in accordance with the Guidelines, in all material respects.

Preparation of the non-financial performance statement
The absence of a commonly used generally accepted reporting framework or a significant body of established practice on
which to draw to evaluate and measure the Information allows for different, but acceptable, measurement techniques that
can affect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Guidelines, summarised in theStatement and available on request from its headquarters.

Inherent Limitations in preparing the Information
The Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the qualityof external data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used
for its preparation and presented in the Statement.

Responsibility of the Entity
Management of VERALLIA SA are responsible for:lselecting or establishing suitable criteria for preparing the Information;lpreparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, adescription of the main non-financial risks, a presentation of the policies implemented considering those risks and the

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Report by the Statutory Auditors on the consolidated non-financial information statement included in the management reportoutcomes of said policies, including key performance indicators and the information set-out in Article 8 of Regulation (EU)2020/852 (Green taxonomy);lpreparing the Statement by applying the Entity’s “Guidelines” as referred above; andldesigning, implementing and maintaining internal control over information relevant to the preparation of the Informationthat is free from material misstatement, whether due to fraud or error.

The Statement has been endorsed by the Board of Directors.

Responsibility of the Statutory Auditor appointed as independent third party
Based on our work, our responsibility is to express a limited assurance conclusion on:lthe compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code;lthe fairness of the information provided pursuant to part 3 of sections I and II of Article R. 225-105 of the French
Commercial Code, i.e. the outcomes of policies, including key performance indicators, and measures relating to themain risks, hereinafter the “Information”.

As we are engaged to form an independent conclusion on the Information as prepared by management, we are notpermitted to be involved in the preparation of the Information as doing so may compromise our independence.
It is not our responsibility to report on:lthe Entity’s compliance with other applicable legal and regulatory provisions (particularly with regard to the information
set-out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy), the French duty of care law and against corruption
and tax evasion);lthe fairness of information set-out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy);lthe compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, theprofessional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux
Comptes) applicable to such engagement, in particular the professional guidance issued by the Compagnie Nationale desCommissaires aux Comptes, Intervention du commissaire aux comptes – Intervention de l’OTI – déclaration de performance
extra-financière, and acting as the verification programme and with the international standard ISAE 3000 (revised).

Independence and quality control
Our independence is defined by the provisions of Article L. 821-28 of the French Commercial Code and French Code of
Ethics for Statutory Auditors (Code de déontologie) of our profession. In addition, we have implemented a system of quality
control including documented policies and procedures aimed at ensuring compliance with applicable legal andregulatory requirements, ethical requirements and the professional guidance issued by the French Institute of Statutory
Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.

Means and resources
Our work engaged the skills of 8 people between December 2023 and February 2024 and took a total of 9 weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We
conducted some twenty interviews with the people responsible for preparing the Statement, representing in particular CSR,
Compliance, Human Resources, Environment Health and Safety, Operations and Purchasing departments.

Nature and scope of procedures
We are required to plan and perform our work to address the areas where we have identified that a material misstatementof the Information is likely to arise.
The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagementon the Information, we:lobtained an understanding of all the consolidated entities’ activities and the description of the main risks associated;lassessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality
and understandability, taking into account, where appropriate, best practices within the sector;

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTEXTRA-FINANCIAL PERFORMANCE STATEMENT
Report by the Statutory Auditors on the consolidated non-financial information statement included in the management report2lverified that the Statement includes each category of social and environmental information set out in article L. 225-102-1
III of the French Commercial Code as well as information regarding compliance with Human rights and anti-corruption
and tax avoidance legislation and includes, where applicable, an explanation of the reasons for the absence of theinformation required under Article L.225-102-1 III, paragraph 2 of the French Commercial Code;lverified that the Statement provides the information required under Article R.225-105 II of the French Commercial Codewhere relevant with respect to the main risks;lverified that the Statement presents the business model and a description of the main risks associated of all the
consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business
relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key
performance indicators associated to the main risks;lreferred to documentary sources and conducted interviews to:– assess the process used to identify and confirm the main risks as well as the consistency of the outcomes, including the
key performance indicators used, with respect to the main risks and the policies presented, and– corroborate the qualitative information (measures and outcomes) that we considered to be the most importantpresented in Appendix 1. Concerning certain (Integrating the circular economy into the manufacturing of our
products and the value chain, Social and environmental risks in the subcontracting chain, Compliance withapplicable regulations, fight against corruption, personal data protection, Cybersecurity and Quality of our products)
our work was carried out on the consolidating entity, for other risks, our work was carried out on the consolidating
entity and on a selection of sites (Saint-Romain in France, Neuburg in Germany, Lonigo and Dego in Italy, Zaragoza
and Séville in Spain, Mendoza in Argentina) for environmental, health and safety information, and on a selection ofcountries (France and Italy) for social information;lverified that the Statement covers the consolidated scope, i.e. all the entities within the consolidation scope inaccordance with Article L. 233-16 of the French Commercial Code within the limitations set out in the Statement;lobtained an understanding of internal control and risk management procedures the Entity has implemented andassessed the data collection process aimed at ensuring the completeness and fairness of the Information;lfor the key performance indicators and other quantitative outcomes that we considered to be the most importantpresented in Appendix 1, implemented:– analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes inthose data;– tests of details, using sampling techniques, in order to verify the proper application of definitions and procedures andreconcile the data with supporting documents. This work was carried out on a selection of contributing sites (SaintRomain in France, Neuburg in Germany, Lonigo and Dego in Italy, Zaragoza and Séville in Spain, Mendoza inArgentina) for environmental, health and safety information, and countries (France and Italy) for social informationand covers between 20% and 100% of the consolidated data relating to the key performance indicators andoutcomes selected for these tests;lassessed the overall consistency of the Statement in relation to our knowledge of all the consolidated entities.

The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion inaccordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale
des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive
procedures.

Neuilly-sur-Seine, February 14, 2024
One of the Statutory Auditors
PricewaterhouseCoopers Audit

Nicolas Brunetaud

Aurélie Castellino-Cornetto

PartnerPartner, Sustainable Development

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EXTRA-FINANCIAL PERFORMANCE STATEMENT
Report by the Statutory Auditors on the consolidated non-financial information statement included in the management report

Appendix: List of the information we considered most important
Key performance indicators and other quantitative results :lRate of external cullet use in our glass production
Number of glass reuse pilot project in FrancelAlpha coefficientl

Total water consumption in m3, Water consumption intensity ratio (m3/€m), Cubic metres of water consumed per tonneof packed glass (TPG)lWeight of waste generated in plants (tonnes), Total quantity of hazardous waste (tonnes),Total quantity of waste
recycled or reused (tonnes), Total quantity of hazardous and non-hazardous waste incinerated (tonnes), Total quantity of
waste sent to landfill (tonnes), Total quantity of waste not recycled (tonnes), Waste recycling ratel

Scope 1 GHG emissions in ktCO2e, Scope 2 market-based GHG emissions in ktCO2e, Scope 2 location-based GHG
emissions in ktCO2e, Scope 1 & 2 GHG emissions in ktCO2e, Scope 1 & 2 GHG emissions in tCO2e per TPG, Reduction in
CO2 emissions (scope 1 and 2) vs. 2019l

Scope 3 GHG emissions in ktCO2e, % of Scope 3 within the Group’s total emissionslTotal energy consumption in MWh, Fossil fuel consumption (fuel oil, gas) in MWh PCI, Total consumption of energy fromrenewable sources, % of renewable or low-carbon electricity out of total electricity consumedlNumber of trees planted since 2019l

Number of accidents (with or without lost time), Number of days lost due to accidents at work and deaths due toaccidents at work, work-related health problems and deaths due to these illnesses, Severity rate, Frequency rate (withand without lost time) (TF2)lTotal workforce, Number of women employed, Breakdown of workforce by type of employment contract : Permanent (innumber), Breakdown of workforce by type of employment contract : Fixed term (in number), Total turnover (alldepartures combined), Total turnover (all departures combined) in number, Number of female managers, Percentage ofwomen employed, Number of hours of total training completed, Share of female managers, Percentage of people withdisabilities/average workforcelCapital held by employeesl% of the defined population trained in our anti-corruption program, Number of convictions or fines, Number of events
collected in billions for analysis, Number of incidents with impactslPercentage of the amount of purchases covered by the Suppliers Charterl% decrease in customer complaint rate (number of complaints per 100 million containers sold)l

Qualitative information (actions and outcomes):lPartnership with Bout'à Bout, Organization of the second Re-use Lab,l

Verallia Environment Day, Creation of a map to identify internal waste flows;l

Set up a program to exhaustively identify energy losses, Preparing to use green hydrogen,l

H&S 2023 Day, Analysis of mold production flows in 2023

l

Verallia Italy obtains UNI/PDR 125 certification, Organization of a whole week dedicated to disability at the Chalon plantlet up specific compliance audits, New mandatory global training campaign renewed in August 2023 (economic
sanctions & embargo), Annual Cyber Risk Awareness campaigns for all employeesl-"Supplier CSR group award" presented for the first time, beginning of a new collaboration with SGS, which carried out 3
audits in Russia in 2023

l

Second RCA (root cause analysis) competition Group in December 2023

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CORPORATEGOVERNANCE

226

3.3.

Compensation of corporate officers

255

3.1.1. Composition of the Board of Directors

226

3.3.1. Compensation policy for corporate
officers

255

3.1.2. Declarations relating to members of theBoard of Directors and to the executive
officers

238

3.3.2. Compensation of corporate officers
during the year ended on
31 December 2023

262

3.1.3. Conflicts of interest

239
239

3.3.3. Ratio of the executive officers’ level ofcompensation to the average andmedian compensationof the Group’s employees

272

3.1.4. Operation of the Board of Directors

3.1.

Composition and operation of the Boardof Directors

3.1.5. Board committees

245

3.2.

252

Methods and operation of Executive
Management

3.2.1. Chairmanship of the Board of Directors

252

3.2.2. Powers of the Chief Executive Officer

252

3.2.3. Executive Committee

254

The Report on Corporate Governance under Article L. 225-37 of the French Commercial Code has been preparedon the basis of contributions from several of the Company’s corporate functional divisions, including in particular the
Legal, Financial and Human Resources Departments. The Report on Corporate Governance was also submitted to
the Nomination Committee and the Compensation Committee for their review. It was approved by the Board of
Directors during its meeting on 14 February 2024.

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Composition and operation of the Board of Directors

3.1. Composition and operation of the Boardof Directors
3.1.1. Composition of the Board of Directors
3.1.1.1. Corporate Governance CodeIn accordance with Article L. 22-10-10 of the French Commercial Code, the Company refers to and, subject to what is set
out below, complies with the Corporate Governance Code of listed companies developed by the Association française
des entreprises privées (the “AFEP”) and the Mouvement des Entreprises de France (the “MEDEF”) in its version updated in
December 2022 (the “AFEP-MEDEF Code”).
The AFEP-MEDEF Code is available online at: http://www.medef.com.
The Company comply with the AFEP-MEDEF Code, except for the following recommendation:

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Composition and operation of the Board of Directors

3

3.1.1.2. Operation of the Board of Directors(a) Composition: members of the Board of Directors as at 31 December 2023
The table below sets out the composition of the Board of Directors of the Company as at 31 December 2023:

100%

Patrice Lucas

57 M

French2,000

011.05.2022

GM
2026

100%

57

F

BrazilianNA003.10.2019

GM
2025

100%

42 M

BrazilianNA2

17.12.2020

GM
2027

100%

51 M

FrenchNA

203.10.2019

GM
2025

100%

STRATEGICGM
2027

SUSTAINABLE

END OF
TERM OF OFFICE

01.09.2017

COMPENSATIONAPPOINTMENTDATE

2NOMINATIONSOTHER OFFICESIN LISTED71
COMPANIES

1,055,878

ATTENDANCE72
RATE 2023

SHARES

French

SEX

59 M

AGE

Michel Giannuzzi

DIRECTORSAUDITBOARD COMMITTEE – ROLE AND
ATTENDANCE RATE 2023

POSITIONNATIONALITY

PROFILEXECUTIVE OFFICERS●♦
100% 100%

DIRECTORS REPRESENTINGCOMPANIES
Marcia Freitas
BWSA representative●100%João Salles
BWGI representative●●
100% 100%●
100%

Sébastien Moynot
Bpifrance Investissement
representative●
100%

INDEPENDENT DIRECTORSMarie-José Donsion

52

F

French andSpanish1 000

020.09.2019

GM
2024

71,4%

Virginie Hélias

58

F

French and
Swiss

1 000

0

20.09.2019

GM
2027

100%

Cécile Tandeau de Marsac 60

F

French1 000

220.09.2019

Pierre Vareille

66 M

French10 0001

04.02.2016

Didier Debrosse

67 M

French3 000

111.05.2022

Xavier Massol

50 M

FrenchNA010.01.2022

Oliver Späth

46 M

GermanNA

006.12.2023

53

Spanish3 673

011.05.2022

EMPLOYEE REPRESENTATIVEDIRECTORS

GM
2025
GM
2025
GM
2026
GM
2026
GM
2026

♦
100%
●
100%

85,7%
100%
100%

100%

●
100%

●
100%

♦
100%

♦
♦
100% 100%●●
100% 100%

●
100%
●
100%
●
100%

73

N/A

EMPLOYEE SHAREHOLDER
REPRESENTATIVE DIRECTORS
Beatriz Peinado Vallejo

F

GM
2026

100%

●
100%

71

Number of offices held in listed companies outside of the Group, including foreign companies, in accordance with Article 20 of the AFEPMEDEF Code.
72
At meetings of the Board of Directors (excluding specialist committees).
73
Not applicable since Oliver Späth was appointed after all meetings that were held in 2023.

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CORPORATE GOVERNANCE
Composition and operation of the Board of Directors

VERALLIA'S GOVERNANCE IN A FEW FIGURES

57 years old

46%

40%

50%

AVERAGE AGE

FOREIGNNATIONALITIESPERCENTAGE OFWOMENOF INDEPENDENTDIRECTORS

93%
74

ATTENDANCE RATE

Key: ♦ Chair ● Member

The composition of the Board is thus consistent with the recommendation of the AFEP-MEDEF Code, which recommends
that independent Directors should account for half the members of the Board in widely held corporations without
controlling shareholders. The composition of the Board of Directors is also compliant with the recommendation of the French
Financial Markets Authority on the diversification of Directors in terms of international experience: close to half of the
Directors are foreign nationals (Brazilian, German, Spanish and Swiss) as at the date of this Universal Registration Document.
Pursuant to Article L. 225-27-1 of the French Commercial Code, and insofar as the Board of Directors is made up of morethan eight Directors, the Board of Directors comprises, as at 31 December 2023, two employee representative Directors:
Xavier Massol, appointed in January 2022 following an election organised by the Company in accordance with Article
L. 225-28 of the French Commercial Code, and Oliver Späth, appointed by the Group’s European Works Council in
December 2023.
In accordance with Article L. 225-23 of the French Commercial Code, as at 31 December 2023, the Board of Directors also
comprises an employee shareholder representative Director, Beatriz Peinado Vallejo, following her appointment under theseventh resolution adopted by the shareholders at their General Meeting of 11 May 2022.

Changes to the composition of the Board of Directors from 1 January 2024 to the date of this Universal
Registration Document
There has been no change to the composition of the Board of Directors since 1 January 2024.

Planned changes to the composition of the Board of Directors following the General Shareholders’Meeting due to take place on 26 April 2024
The directorships of Marie-José Donsion and Pierre Vareille will expire at the end of the General Meeting to be held on
26 April 2024.
Accordingly, the shareholders will be asked, on the recommendation of the Nomination Committee, to renew the terms of
Directors Marie-José Donsion and Pierre Vareille for a period of four years, i.e. until the end of the General Meeting to beheld in 2028 to vote on the financial statements for the year ended on 31 December 2027.

74

At meetings of the Board of Directors (excluding specialist committees).

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CORPORATE GOVERNANCE
Composition and operation of the Board of Directors

3(b) Personal information and the list of other offices of members of the Board of Directors
as at 31 December 2023

Michel GIANNUZZICHAIRMAN OF THE BOARD OF DIRECTORS
Michel Giannuzzi was Verallia’s Chairman and Chief Executive Officer from September 2017 until May
2022. Thanks to the successful implementation of a value creation strategy, he successfully led
Verallia’s initial public offering on the Euronext Paris market in October 2019.

Age: 59 years old
Nationality: French

Previously, from 2007 to 2017, he served as Chairman of the Management Board of Tarkett, a world
leader in innovative solutions for floor coverings and sports surfaces. During his term of office, he
implemented a profitable and sustainable growth strategy, leading to Tarkett’s initial public offering on
the Euronext Paris market in 2013.

Number of shares held:
1,055,878

Prior to that, Michel Giannuzzi held a series of executive positions at the Valeo and Michelin groups inFrance, Japan and the United Kingdom.

Date of first appointment: 1
September 2017

He is a graduate of École polytechnique and Harvard Business School.

Date term of office expires:
GM 2027
Committee: Chairman –Strategic

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP

Member - Sustainable
Development– Verallia – Chairman of the Board of Directors,
Chairman of the Strategic Committee andmember of the Sustainable Development
Committee– Daher – Member of the Board of Directors andof the Strategic Committee– Factory Mutual Insurance Company (FMGlobal) – Member of the Board of Directors
and of the Audit Committee– Kaufman & Broad – Member of the Board of
Directors and of the Nomination andCompensation Committee– Peugeot Invest – Member of the Board of
Directors, the Finance and Audit Committee
and the Investments and Shareholdings
Committee

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia Deutschland AG – Chairman of theSupervisory Board– Verallia Packaging – Chairman– Verallia France – Chairman of the Board of
Directors– Verallia Italia S.p.A – Chairman of the Board of
Directors– Rayen Curá S.A.I.C – Chairman of the Board of
Directors– Vidrieras de Canarias S.A. – Permanent
representative of the Verallia Packaging
Director– Horizon Intermediate Holdings S.C.A. – Person
responsible for day-to-day management– N/A

Attendance rate: 100%

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Composition and operation of the Board of Directors

Patrice LUCAS
CHIEF EXECUTIVE OFFICER
Patrice Lucas has been the Chief Executive Officer of Verallia since 11 May 2022, having held theposition of Deputy Chief Executive Officer from 1 February 2022.

Age: 57 years old
Nationality: French
Number of shares held: 2,000
Date of first appointment: 1
February 2022
Date term of office expires:
GM 2026
Committee: N/A
Attendance rate: 100%230

For 30 years, he built his career in the automotive industry, including 15 years at the automotive
supplier Valeo and 15 years at automotive manufacturer PSA/Stellantis. Having graduated inmechanical engineering from the University of Technology of Compiègne, which included a year at
the University of Illinois, he obtained a Master’s degree in Quality Management from the engineering
institute ENSAM in Paris and joined Valeo in 1991 as a quality engineer. He subsequently took on
various roles there as an engineer, then as a plant Director in Mexico and finally as generalmanager of a European business unit.
In 2006, he joined the PSA group as Senior Vice-President in the engineering organisation. In 2010, he
was then appointed Light Commercial Vehicles Program Director, with responsibility for updating
the product range and for lifecycle management.
In 2014, he became Executive Vice-President and a member of the Global Executive Committee, incharge of Corporate Planning and Strategy: he was responsible for overseeing strategic plans,
optimising R&D and allotting capital expenditure in accordance with the Product Plan, and looking
after matters pertaining to business development. In 2018, he was named Deputy Chief Engineering
Officer at Stellantis and joined the Group’s Executive Committee in this capacity.

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Chief Executive Officer– Verallia Packaging – Chairman– Verallia Deutschland AG – Chairman of theSupervisory Board– N/ATERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia France – Chairman– Verallia Holding UK – Member of the Board– N/AVERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

CORPORATE GOVERNANCE
Composition and operation of the Board of Directors

3

Marcia FREITASPERMANENT REPRESENTATIVE OF BWSA

Age: 58 years old
Nationality: Brazilian
Number of shares held: 100
Date of first appointment: 3
October 2019
Date term of office expires:
GM 2025
Committee: Member – Audit
Attendance rate: 100%

Marcia Freitas has been Executive Director and member of the Executive Committee of Brasil
Warrant S.A. (BW) since 2013, where she is responsible for overseeing all legal, tax and regulatory
matters of the Group’s holding company and of BWGI, the Group’s asset management subsidiary.
Before joining BW, Marcia Freitas worked for more than 25 years as a lawyer in the Brazilian
financial industry, 15 of which as head of legal and general counsel for Unibanco and HSBC Brazil.
Marcia Freitas obtained her law degree at the Rio de Janeiro State University (UERJ) in 1988 andhas an LLM in corporate law from the New York University School of Law (1993). In 2014, she also
attended the Corporate Governance and Capital Markets for Executives Program at B.I.
International, in partnership with Columbia University and Johns Hopkins University.

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – permanent representative of Brasil
Warrant Administração de Bens e Empresas
S.A. (Director) and member of the Audit
Committee– Brasil Warrant Administração de Bens e
Empresas S.A. – Member of the Executive
Committee– Brasil Warrant, LLC – Chairwoman– BW Gestão de Investimentos Ltda. – Executive
Director– Cambuhy Agrícola LTDA. – Director– Cambuhy Alpa Holding LTDA. – Executive
Director– Companhia e. Johnston de Participações –Executive Director– Imopar Participações Imobiliárias LTDA. –Executive Director– Itaparica S/A. Empreendimentos Turísticos –Chairwoman of the Board of Directors– IUPAR – Itau Unibanco Participações S.A. –Executive Director– Marilia Investimentos Ltd. – Director– Patizeiro Participações Ltda. – Executive
Director– Santana Investimentos Ltd. – Director– Santo Aleixo Empreendimentos Agropecuários
Ltda. – Executive Director– São Gregório Representação E Participações
Ltda. – Executive Director– São Vicente Representação E Participações
Ltda. – Executive Director– Unicorp International Finance Corporation –Director– Baryon Fund Ltd. – Director– Lepton Fund Ltd. – Director– Mantiqueira Overseas Fund Ltd. – Director– Meson Fund Ltd. – Director– Art Corporation – Director– Atom Ltd. – Director– Hadron Investment LLC – Manager– Itatiaia Overseas Fund Ltd. – Director– Meson Investment Ltd. – Director– Meson LLC – Director– Tandem Fund Ltd – Director– Malu International Corp. – Director– Kirkiville Financial Inc. – Director

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TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– N/A– Triz Design Ltda. – Chief Executive Officer– Amityville Overseas Corp. – Director– Blue Mountains Limited – Director– Brattleboro Overseas Limited – Director– Duetto Holdings Ltd – Director– Groveport International Corp. – Director– Hoffsfield Finance Ltd – Director– Jabuticaba Investment Ltd – Director– Jamboree Holdings Ltd – Director– Mooresville Ltd – Director– Orionis Ltd – Director– Santo Andre Investimentos Ltd – Director– São Carlos Investimentos Ltd – Director– São João Investimentos Ltd – Director– São Lucas Investimentos Ltd – Director– São Marcos Investimentos Ltd – Director– Sprigtree Consultants Ltd – Director– Vesperi Ltd – DirectorJoão SALLESPERMANENT REPRESENTATIVE OF BWGI

Age: 43 years old
Nationality: Brazilian
Number of shares held: 103
Date of first appointment: 3
October 2019
Date term of office expires:
GM 2027
Committee:
Member – Nomination
Member - Compensation
Member - Strategic
Attendance rate: 100%232João Salles holds a B.A. in Economics from INSPER, a Master’s degree in Economics and an M.S. in
Finance both from Columbia University in New York, and a Ph.D. in Economics from the University ofSão Paulo. He has been a member of the Executive Committee at BWSA, a holding company,
since 2017, and is the Chairman and CEO of its asset management firm, BWGI, where he has beena member of the Investment, Risk and Management Committees since 2014. João Salles currently
holds positions as Board member of Itaú Unibanco, of IUPAR (which controls Itaú Unibanco), and of
Alpargatas. Between 2013 and 2018, João Salles was a Partner, Investment Professional (MD) andmember of Cambuhy Investimentos’ Investment Committee. Prior to that, he worked at theinvestment bank, J.P. Morgan in New York, focusing on M&A, ECM and DCM.

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia - permanent representative of BWGestão de Investimentos Ltda (Director),
member of the Nomination Committee, theCompensation Committee and the Strategic
Committee– Brasil Warrant Administração de Bens e
Empresas S.A. – Managing Director andMember of the Executive Committee– BW Gestão de Investimentos Ltda. – Chairman
and Chief Executive Officer– Itaú Unibanco Holding S.A. – Director andmember of the Committees of the Board of
Directors– IUPAR – Itau Unibanco Participações S.A. –Director– Alpargatas – Director and Member of the
Finance Committee, the Strategic Committee
and the HR Committee

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia – permanent representative of BWGestão de Investimentos Ltda, member of theNomination and Compensation Committee– Verallia – permanent representative of Brasil
Warrant Administração de Bens e Empresas
S.A., member of the Nomination andCompensation Committee– Cambuhy Investimentos Ltda. – Partner,
Managing Director and Member of theInvestment Committee– XP Investimentos – Director

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Sébastien MOYNOTREPRÉSENTANT PERMANENT DE BPIFRANCE INVESTISSEMENT

Age: 52 years old
Nationality: French
Number of shares held: 0
Date of first appointment: 3
October 2019
Date term of office expires:
GM 2025
Committee: Member Sustainable Development
Attendance rate: 100%

Sébastien Moynot, ancien élève de l’École Normale Supérieure de Paris et diplômé de l’École
nationale de la statistique et de l’administration économique, est depuis 2013 membre du Comitéde direction et du capital development chez Bpifrance, où il dirige aujourd'hui l'activité
investissements au capital des ETI et des grandes entreprises. Préalablement, Sébastien Moynot a
exercé pendant une dizaine d’années plusieurs responsabilités à la Direction du Trésor du ministèredes Finances ; il a notamment été en charge des entreprises du secteur des transports à l’Agencedes Participations de l’État et était auparavant Responsable de la Stratégie puis des Opérations
de Marché à l’Agence France Trésor.
OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – permanent representative of
Bpifrance Investissement (Director) andmember of the Sustainable Development
Committee– Kyoto TopCo SAS – Member of the Supervisory
Committee– Arkema – Director– Bénéteau – Director– Cosmeur SAS – Chairman of the Board of
Directors– Vivescia Industries – Non-voting member of theSupervisory Board– Nexteam – Non-voting member of theStrategic Committee

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia – permanent representative of
Bpifrance Participations, Director– Farinia SA – Director– AD Industries SAS – Non-voting member– Albioma – Director– Altrad Investment Authority SAS – Director– Green Yellow – Member of the Supervisory
Board

Virginie HELIASINDEPENDENT DIRECTOR

Age: 59 years old
Nationality: French and Swiss

Virginie Hélias, alumna of HEC Paris (Hautes Études Commerciales), has been Vice President incharge of sustainable development in the Procter & Gamble Group since 2016. She has been amember of the Procter & Gamble Group Executive Committee since January 2020. She began her
career in 1988 in the same group, where she held various positions in France, the United States andSwitzerland in marketing, brand management, sales, innovation and digital, before creating, in
2011, a sustainable development position at the intersection between brand management andthe Environment Department.

Number of shares held: 1,000
Date of first appointment: 3
October 2019

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP

Date term of office expires:
GM 2027– Verallia – Independent Director, Chairwomanof the Sustainable Development Committee
and member of the Nomination Committee– Procter & Gamble - Chief Sustainability Officer

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP

– N/A

– N/A

Committee: Chairwoman –Sustainable Development
Member - Nomination
Attendance rate: 100%

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Marie-José DONSIONINDEPENDENT DIRECTOR

Age: 53 years old
Nationality: French andSpanishNumber of shares held: 1,000
Date of first appointment: 3
October 2019
Date term of office expires:
GM 2024
Committee: Chairwoman –Audit
Member – Compensation
Attendance rate: 71.4%

Marie-José Donsion graduated from the European School of Management (Paris) business school
and currently serves as Chief Financial Officer of Arkema. Prior to that, she was a Director on the
Arkema Board of Directors and Chairwoman of its Audit Committee. During her earlier career
within the Alstom Group, she was Chief Financial Officer of the Group, after holding various
financial positions within several subsidiaries in France and abroad. Before joining Alstom, MarieJosé Donsion had begun her career with Pricewaterhouse Coopers in the audit branch.

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Independent Director andChairwoman of the Audit Committee andCompensation Committee– Arkema – Chief Financial OfficerArkema –Chief Financial Officer

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– N/A– Arkema – Director and Chairwoman of the
Audit and Accounts Committee

Cécile TANDEAU DE MARSAC
INDEPENDENT DIRECTOR

Age: 60 years old
Nationality: French

Cécile Tandeau de Marsac, a graduate of NEOMA Business School, holds a Master’s degree in
Economics and has been an Independent Director on the Board of Directors of the Sodexo Groupsince 2016, where she chairs the Nomination Committee and the Compensation Committee. From2012 to 2019, she was General Manager in charge of Human Resources for the Solvay Group in
Belgium. From 2011 to 2012, she led the integration of the Rhodia and Solvay groups. Prior to that,
she held various positions in the Rhodia Group in the Human Resources Department from 2007 to
2011, and at Nestlé in marketing, sales, communication and human resources from 1987 to 2006.

Number of shares held: 1,000
Date of first appointment:
3 October 2019
Date term of office expires:
GM 2025
Committee: Chairwoman –Nomination
Chairwoman – Compensation

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Independent Director andChairwoman of the Nomination Committee
and Compensation Committee– Sodexo – Director, Chairwoman of theCompensation Committee and member of theNomination Committee– Unibel – Member of the Supervisory Board andof the Nomination and Compensation
Committee– Daher – Director and member of theGovernance Committee

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia - Chairwoman of the Nomination andCompensation Committee– Arkema – Director and Chairwoman of the
Audit and Accounts Committee– Groupe BEL - Member of the Nomination andCompensation Committee

Attendance rate: 85.7%

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Pierre VAREILLEINDEPENDENT DIRECTOR

Age: 66 years old
Nationality: French
Number of shares held: 10,000
Date of first appointment: 4
February 2016
Date term of office expires:
GM 2024
Committee: Member –Strategic
Member – Nomination
Member – Compensation

Pierre Vareille est diplômé de l’École Centrale de Paris et ancien élève de l’Université de la
Sorbonne, de SciencesPo Paris et de l’Institut de Contrôle de Gestion. Il a été Directeur Général au
sein de plusieurs entreprises internationales, en particulier Wagon Automotive, fabricant
britannique d’équipements automobiles, coté à Londres, et FCI, un des principaux fournisseurs
mondiaux de connecteurs électroniques. Pierre Vareille occupait jusqu’en juillet 2016 la fonction
de Directeur Général de Constellium, un leader mondial dans la vente de produits en aluminium à
forte valeur ajoutée, coté à New York. Pierre Vareille a été Président du Conseil d'administration duGroupe Bic et est actuellement Vice-Président du Conseil d’administration de Vallourec et
Administrateur d’Outokumpu Oyj en Finlande.
OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Independent Director, Chairman of
the Strategic Committee and member of theNomination Committee and theCompensation Committee– Vallourec – Vice-Chairman of the Board of
Directors, Independent Reference Director,
Chairman of the Nomination and GovernanceCommittee and Chairman of theCompensation Committee– Outokumpu Oyj – Director and member of theRemuneration Committee

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– Verallia – member of the Nomination andCompensation Committee– Verallia – Chair of the Strategic Committee– Bic – Chairman of the Board of Directors– Ferroglobe plc – Director– Etex SA – Director– Vectra – Director

Attendance rate: 100%

Didier DEBROSSE
INDEPENDENT DIRECTOR

Age: 67 years old
Nationality: French
Number of shares held: 3,000
Date of first appointment: 11
May 2022
Date term of office expires:
GM 2026
Committee: Member – Audit
Member – Strategic
Attendance rate: 100%

Didier Debrosse a été Directeur Général au sein de plusieurs entreprises internationales opérant
dans le secteur de la grande consommation : Beiersdorf Nivea, Mondelez international et
Heineken. Après une carrière commerciale, il a occupé des fonctions dans les achats, lesressources humaines et finalement de Direction Générale jusqu’en décembre 2019. Au sein dugroupe Heineken, il a été successivement président de la France, de l’Europe de l’Ouest et
finalement du Brésil. Il a participé activement à deux acquisitions majeures pour le groupe
Heineken : S&N en 2008 et Kirin Brasil en 2016. À ce titre, il a acquis une grande expérience desintégrations et des relations avec les autorités de la concurrence. Didier Debrosse a également
été administrateur des sociétés Chr. Hansen au Danemark et de Compania Cervecerias Unidas au
Chili. Il est actuellement Président du Conseil d'administration des sociétés Baru Panama et deFIFCO au Costa Rica.
OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Independent Director, member ofthe Audit Committee and of the Strategic
Committee– Baru Panama – Chairman of the Board of
Directors– FIFCO – Chairman of the Board of Director

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP– N/A– Heineken Brazil – Chairman

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Xavier MASSOLEMPLOYEE REPRESENTATIVE DIRECTOR

Age: 50 years old
Nationality: French

Xavier Massol was born in 1973 and, since 2000, has worked for Verallia France in the Albi factory
where he started his career as a general production operative and has been an IS machine
operator since 2004. He is a member of the Confédération Générale du Travail (CGT) union andhas performed various duties as an employee representative. In particular, he was secretary of theWorks Council from 2006 to 2019, deputy secretary of the French group council, director of the
VOA mutual company and member of the VOA Occupational Health and Safety Committee andof the Supervisory Board.

Number of shares held: N/A
Date of first appointment: 10
January 2022
Date term of office expires:
GM 2026
Committee: Member –Sustainable Development
Attendance rate: 100%

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Director, employee shareholder
representative and member of the Sustainable
Development Committee– N/A

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP

– N/A

– N/A

Oliver SPÄTH
EMPLOYEE REPRESENTATIVE DIRECTOR
as Head of Workshop – CE Operations since 2010. When he first joined the Group, he was a
Workshop Manager until 2015.
Before joining Verallia, Mr Späth began his career with Liebherr where he successfully completed his
training as an industrial mechanic before working as a welder and machine operator for Hohen
Zollern from 1997 to 2000.
Age: 46 years old
Nationality: German
Number of shares held: N/A
Date of first appointment: 6
December 2023

Mr Späth went on to work for Voith Paper, a leading paper machine manufacturer, where heworked as a service technician. He obtained a Bachelor’s degree in Metal Production andManagement in 2009.
Mr Späth was also a member of Verallia Deutschland Works Council from 2021 to 2023.

Date term of office expires:
GM 2026
Committee: Member –Compensation
Attendance rate: N/A

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OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Director, employee shareholder
representative and member of theCompensation Committee– N/A

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP

– N/A

– N/A

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Beatriz PEINADO VALLEJOEMPLOYEE SHAREHOLDER REPRESENTATIVE

Age: 53 years old
Nationality: Spanish

Beatriz Peinado Vallejo, born in 1970, a graduate of Law School at Complutense University of
Madrid, holds a Master’s degree in Compliance from the Charles III University of Madrid. From 2007
to 2015, she was Head of the Legal Department at Loxam-Hune Group (rental of equipment for
construction and public building) for Iberia. From 2005 to 2007, she was Vice-Director of the Legal
Department at Sigla, S.A. (VIPS Group) in Iberia, dedicated to leisure and catering activities. Prior
to that, from 1996 to 2005, she was Head of the Legal Department at Tengelmann España, S.A.
(Tengelmann Group), dedicated to hard-discount supermarkets for Iberia.

Number of shares held: 3,673
Date of first appointment:
11 May 2022
Date term of office expires:
GM 2026
Committee: Member –Sustainable Development
Attendance rate: 100%

OFFICES AND POSITIONS HELDWITHIN THE VERALLIA GROUPOFFICES AND POSITIONS HELDOUTSIDE THE GROUP– Verallia – Director, employee shareholder
representative and member of the Sustainable
Development Committee– Verallia Spain, S.A. - Secretary of the Boardand member of the Board– Verallia Portugal, S.A. - member of the Board.
– Ecosan Ambiental, S.A.: Secretary of the Boardand member of the Board– Ecolabora – Reciclado y Gestión de Residuos,
S.L.U. - Secretary of the Board and member ofthe Board– Vidrologic – Gestão de Resíduos e Ambiente
Unipessoal, Lda. - member of the Board– IMAI LA CABRERA, S.L. : Co-administrator

TERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS WITHIN THE GROUPTERMS OF OFFICE THAT EXPIRED IN THE LAST FIVEYEARS OUTSIDE THE GROUP

– N/A

– N/A

3.1.1.3. Non-voting members
Pursuant to Article 15 of the Articles of Association, the Board of Directors may appoint one or more non-voting members,
up to a maximum number of two. Non-voting members may be natural or legal persons, but need not be shareholders. The
term of office of non-voting members shall be four years, unless they resign or the Board of Directors decides to terminate
the appointment early. The duties of non-voting members, including any compensation, shall be decided by the Board of
Directors. Non-voting members shall be eligible for re-election. They shall be invited to meetings of the Board of Directors
and shall participate in discussions in an advisory capacity. The procedures relating to the prevention of conflicts of interests
and the implementation of the Market Abuse Regulation, implemented by the Company in respect of Directors, are also
applicable to non-voting members.
By decision of the Board of Directors dated 3 October 2019, Guilherme Bottura was appointed as non-voting member for aterm of four years, expiring at the end of the General Shareholders’ Meeting of 25 April 2023. Mr. Guilherme Bottura's term ofoffice was renewed by the Board of Directors on 15 February 2023, for a period of four years, i.e. until the close of theGeneral Shareholders' Meeting to be held in 2027.
Non-voting members do not receive any remuneration for their term of office.

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Guilherme BOTTURANON-VOTING MEMBER

Age: 44 years old
Nationality: Brazilian
Number of shares held: N/A
Date of first appointment:
3 October 2019
Date term of office expires:
GM 2027

Guilherme Bottura graduated from the Polytechnic School of the University of São Paulo with abachelor’s degree in production engineering. He is the Managing Director of BWGI, the Global
Asset Management Division of BWSA, and has been a member of BWGI’s Investment Committee,
Risk Committee and Management Committee since 2018. Guilherme Bottura is currently a
Director, a member of the Finance Committee and the Audit Committee of Eneva SA, a memberof the Finance Committee of Alpargatas SA and a member of the Audit Committee of Fundo
Patrimonial Amigos da Poli, an endowment fund affiliated with the Polytechnic School of the
University of São Paulo. Between 2011 and 2018, Guilherme Bottura was a partner and member of
the Investment Committee of Cambuhy Investimentos. Before that, he was a portfolio manager
at Lanx Capital between 2009 and 2011, and Vice-President at Goldman Sachs between 2005
and 2009.

3.1.2. Declarations relating to members of the Board of Directors
and to the executive officers
To the Company’s knowledge, in the last five years:l (i) none of the members of the Board of Directors or the Chief Executive Officer of the Company has been convicted offraud;l (ii) none of the members of the Board of Directors or the Chief Executive Officer of the Company has been associatedwith a bankruptcy, sequestration, liquidation or placement of a company under court-ordered administration;l (iii) none of the members of the Board of Directors or the Chief Executive Officer of the Company has been found guilty
and/or been subject to official public sanction by judicial or administrative authorities (including designated professional
bodies); andl (iv) none of the members of the Board of Directors or the Chief Executive Officer of the Company has been prohibited bya court from acting as a member of an administrative, management or supervisory body of an issuer or from being
involved in the management or conduct of business of an issuer.

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3.1.3. Conflicts of interest
3.1.3.1. Conflicts of interest at the level of management bodies and executive officers
Under the Internal Rules of the Board of Directors, each Board member is required to inform the Board of any conflict ofinterest situation, even potential, and must refrain from attending the debate and taking part in the vote on thecorresponding deliberation. This obligation also applies to non-voting Board members.
To the Company’s knowledge, as at the date of this Universal Registration Document, there are no potential conflicts ofinterest between the duties of members of the Board of Directors or the Chief Executive Officer of the Company towards
the Company and their private interests and/or other duties.

3.1.3.2. Information on service agreements linking the members of the Board of Directors
to the Company or any of its subsidiaries
To the Company’s knowledge, only the service agreement between the Company and one of the members of the Boardof Directors described in paragraph 5.6 exists as at the date of this Universal Registration Document.

3.1.4. Operation of the Board of Directors
3.1.4.1. Rules for the composition of the Board of Directors
The Articles of Association provide that the Company’s Board of Directors (the “Board” or the “Board of Directors”) shallconsist of between three and eighteen members, subject to the exceptions permitted by law. As at 31 December 2023, theBoard was composed of 13 members and one non-voting member.
In accordance with Article 15 of the Articles of Association, the term of office of a Director shall be four years and isrenewable. This term complies with the recommendations of the AFEP-MEDEF Code. Directors shall not be older than
75 years of age (it being specified that the number of Directors over the age of 70 may not exceed one third of the
Directors in office) and shall be subject to applicable laws and regulations on multiple appointments.
Directors are appointed by the shareholders at their General Meeting on the proposal of the Board of Directors, which itself
receives proposals from the Nomination Committee. They may be removed from office at any time by the Ordinary General
Shareholders’ Meeting.

3.1.4.2. Internal Rules of the Board of Directors
The Board of Directors has Internal Rules to set out its operating procedures, in addition to the applicable legal andregulatory provisions and the Company's Articles of Association. The provisions of the Internal Rules entered into force on 7
October 2019, the date on which the Company’s shares were admitted to trading on the Euronext Paris regulated market.
They were successively updated on 30 July 2020, 6 December 2021, 27 July 2022, 15 February 2023 and 5 December 2023.
The Internal Rules of the Board of Directors include in the appendix the respective Internal Rules of the Audit Committee, theNomination Committee, the Compensation Committee, the Sustainable Development Committee and the Strategic
Committee.
The Internal Rules of the Board of Directors are in line with marketplace recommendations aimed at ensuring compliancewith the fundamental principles of corporate governance, and in particular those referred to in the AFEP-MEDEF Code.
These Internal Rules describe the manner of operation, powers and duties of the Board of Directors. They also specify therules of ethics applicable to its members. They include rules for the holding of meetings of the Board of Directors, as well as
provisions relating to the frequency of meetings, the attendance of Directors and their disclosure obligations with regard to
the rules governing multiple appointments and conflicts of interest.
The Company’s Articles of Association and Internal Rules are available on the Company’s website (www.verallia.com).

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3.1.4.3. Duties of the Board of Directors
The Board of Directors shall determine and monitor the implementation of the Company's overall business strategy, in
accordance with its corporate interest. It examines and decides on significant transactions. Board members are informed ofmarket developments, the Company's competitive environment and key issues, including in terms of social andenvironmental responsibility.
The Board of Directors shall perform the duties and exercise the powers conferred on it by law, the Company's Articles of
Association and its Internal Rules. The Board of Directors shall determine and assess the implementation of the Company's
business strategy, objectives and performance. It shall examine any and all matters pertaining to the efficient operation of
the Company and make decisions about any and all issues concerning the Company, within the limits of the Company's
corporate purpose and except for those issues which, by law, can only be decided upon by shareholders at a General
Meeting.
On the recommendation of the Executive Management, the Board of Directors also determines the multi-year strategic
guidelines in relation to social and environmental responsibility. The climate strategy contains specific objectives set fordifferent time scales. The Board is kept informed annually by the Executive Management of the findings obtained. In
accordance with the recommendations of the AFEP-MEDEF Code, as updated in December 2022, this climate strategy,
together with the main action undertaken to this end, will be presented to the General Shareholders’ Meeting at least once
every three years or whenever a material change is made.
The Board of Directors shall also carry out the controls and checks that it deems appropriate and may be provided with the
documents it considers useful for the performance of its duties.
The Board of Directors shall set the limitation of the powers of the Chief Executive Officer, if the Company has one, in
accordance with its Internal Rules, with regard to operations for which the prior authorisation of the Board of Directors is
required (for further details, see Section 3.2 “Methods and operation of Executive Management”).
The Board of Directors shall ensure the good corporate governance of the Company and the Group as well as the qualityof the information given to shareholders and investors.
The Internal Rules define information procedures for Directors. In particular, they state that the Chairman of the Board of
Directors shall provide the members of the Board of Directors, within a sufficient period of time and except in emergencies,
with the information or documents in his or her possession to enable them to carry out their duties effectively. Any memberof the Board of Directors who has not been able to knowingly deliberate on an issue has a duty to inform the Board of
Directors and to request the information necessary for the performance of his or her duties.

3.1.4.4. Meetings and deliberations of the Board of Directors
The terms and conditions of meetings of the Board of Directors are set out in its Internal Rules. Thus, the Board is called by its
Chairman or one of its members, by any means, even orally. The person who convenes the meeting shall set the agenda forthe meeting.
The Board of Directors meets at least four times a year and, at any other time, as often as the interests of the Company
require. The frequency and duration of the meetings should be such that they allow for a thorough review and discussion ofmatters within the remit of the Board of Directors. During the financial year ended on 31 December 2023, the Board of
Directors met seven times (see sub-section 3.1.4.7 below).
Board of Directors' meetings are chaired by the Chairman. In the event of the absence of the Chairman, the meetings shallbe chaired by a member appointed by the Board of Directors.
At least half of the Board members must be present for decisions taken at Board meetings to be valid. Members
participating in meetings shall be deemed to be present, for the purposes of quorum and majority calculations, by meansof video conferencing or telecommunications, enabling their identification and ensuring their effective participation, under
the conditions set out in applicable laws and regulations. Certain decisions of the Board of Directors can be taken by
written consultation of Directors, on the conditions of the applicable legislative and regulatory provisions.
Each meeting of the Board of Directors and of the committees put in place by the Board must be long enough to allow
productive and thorough discussion of the agenda. Decisions shall be taken by a majority of Directors present or
represented. In the event of a tie, the Chairman of the meeting shall have the casting vote.

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The Internal Rules of the Board of Directors also recall the obligations of the members of the Board of Directors, as describedin the AFEP-MEDEF Code. The Internal Rules provide, in particular, that the members of the Board of Directors, upon
appointment, may benefit from additional training on the specific characteristics of the Company and the companies it
controls, their business lines and business sector, and the challenges faced by the Company in relation to social andenvironmental responsibility, particularly climate matters. Board members may occasionally hear from the main executive
managers of the Group, who may be invited to attend meetings of the Board of Directors.
Finally, the Board of Directors is expected to be regularly informed of the financial situation of the Company and the Groupand the Chief Executive Officer shall notify the Directors on an ongoing basis of any information concerning the Company
that he/she is aware of and deems useful or relevant. The Board of Directors and the committees may also hear fromexperts in their respective fields.

3.1.4.5. Independence of Directors
The Board of Directors ensures that the proportion of independent members on the Board and on Board committees meetsthe recommendations of the AFEP-MEDEF Code. As the Company’s share capital is widely held and in the absence of acontrolling shareholder at the date of this Universal Registration Document, the proportion of Independent Directors must
therefore be half of the members of the Company’s Board of Directors, in accordance with paragraph 10.3 of the AFEPMEDEF Code.
Employee representative Directors, the employee shareholder representative Director and the non-voting member do notcount when determining the percentage of independent members.
In accordance with the AFEP-MEDEF Code, the Board of Directors examines the situation of each of its members (orcandidates) with regard to the independence criteria adopted by the Company at the time of each renewal or
appointment of a member of the Board of Directors and at least once a year before the publication of the Company’s
corporate governance report. During this assessment, the Board of Directors, after consulting the Nomination Committee,
shall examine on a case-by-case basis the qualifications of each of its members (or candidates) with respect to the criteriaof the AFEP-MEDEF Code, the specific circumstances and the position of the person concerned in relation to the Company.
The findings will be disclosed to shareholders in the report on corporate governance and, where appropriate, at theGeneral Shareholders’ Meeting when members of the Board of Directors are elected.
At its meeting on 14 February 2024, the Board of Directors reviewed and assessed the independence of the members of theBoard and confirmed, with regard to the independence of Marie-José Donsion, Virginie Hélias, Cécile Tandeau de Marsac,
Pierre Vareille and Didier Debrosse, that the previous independence analyses made were still valid.
For each Director, this assessment was backed by the independence criteria mentioned in points 10.5 to 10.7 of the AFEPMEDEF Code, as indicated in the table below.
Concerning more particularly the analysis of independence with respect to the criterion of direct or indirect business
relationship, an additional quantitative and qualitative analysis is conducted on a case-by-case basis, with special
attention paid to assessing the existence or absence of a business relationship, its materiality and assessing theindependence of the Director concerned. To the Company’s knowledge, as at 31 December 2023 and as at the date ofthis Universal Registration Document, no business relationship (as defined by Article 10.5.3. of the AFEP-MEDEF Code) existed
between, on the one hand, a member of the Board of Directors considered as independent and on the other hand, theCompany or any of its subsidiaries.
With regards to Bpifrance Investissement, its status as a major shareholder means that it cannot be considered as an
Independent Director. The Board of Directors nevertheless wished to examine the business relationships existing between the
Company and the Bpifrance group. This approach allows an assessment to be made, per Section 5.6.1.1, as to whether
their importance and nature could affect the judgement of this Director.
After conducting a study using different criteria, the Board of Directors concluded that there was no economic
dependence or exclusivity between the two groups, and that the business relationships were not considered material. This
study was completed by integrating several key parameters such as the Company’s overall indebtedness and liquidity andthe size of the loan granted by Bpifrance, which is below the materiality threshold (determined by the Board of Directors) of
5% of the Group’s net indebtedness.
Sébastien Moynot, permanent representative of Bpifrance Investissement, has also confirmed that he has no direct
decision-making power within the Bpifrance group bodies that may be called upon to occasionally decide on whether
loans should be granted to, or partnerships should be forged with, the Company or its subsidiaries. He has also confirmedthat he receives no compensation and has no personal interest related to the aforementioned business relationships.

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Application of the independence criteria of Article 10 of the AFEP-MEDEF CodeMichelGiannuzzi
Patrice(NI)
Lucas (NI)
Criterion 1:
employee/corporate officer
within the past
five yearsxx

Criterion 2:
crossdirectorshipsxx

Bpifrance
Investisse
ment
(NI)

BWGI
(NI)

BWSA
(NI)

x

x

x

MarieJosé
Donsion(I)

Virginie
Hélias (I)CécileTandeauDidierde
PierreDebrosse
Marsac (I) Vareille (I)(I)

Criterion 3:
significant
businessrelationships
Criterion 4:
family ties
Criterion 5:
auditor
Criterion 6:
period of office
exceeding 12
years
Criterion 7: status
of nonexecutive officer
Criterion 8: statusof the major
shareholderx

I: Independent / NI: Non Independent / X: independence criterion not met
Criterion 1: Employee/corporate officer in the previous five years
Not be or not have been in the previous five years:• an employee or executive officer of the Company;• an employee, executive officer or Director of a company consolidated by the Company;• an employee, executive officer or Director of the parent company of the Company or of a company consolidated bysuch parent company.
Criterion 2: Cross-directorships
Not be an executive officer of a company in which the Company holds, directly or indirectly, a directorship or in which an
employee appointed as Director or an executive officer of the Company (currently or within the last five years) holds a
directorship.
Criterion 3: Material business relationships
Not be a significant customer, supplier, business banker, financing banker, consultant:• of the Company or Group;• or for which the Company or Group represents a significant share of the business.
Criterion 4: KinshipNot be a close relative of a corporate officer.
Criterion 5: Statutory Auditor
Not have been the Company’s Statutory Auditor in the last five years.
Criterion 6: Term of office exceeding 12 years
Not be a Director of the Company for more than 12 years. The loss of the Independent Director title occurs on theanniversary date of the twelve years.
Criterion 7: Status of non-executive officer
A non-executive officer cannot be considered independent if he or she receives variable compensation in cash or
securities or any compensation linked to the performance of the Company or the Group.

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Criterion 8: Status of major shareholder
Directors representing the Company’s major shareholders may be considered as independent insofar as these shareholders
do not participate in the Company’s control. However, beyond a threshold of 10% in capital or in voting rights, the Boardof Directors, on the basis of a report of the Nomination Committee, shall systematically review the qualification of
independent, taking into account the composition of the Company’s capital and the existence of a potential conflictof interest.

3.1.4.6. Shares held by Directors
Under Article 2.10 of the Board of Directors’ Internal Rules, each Director shall hold at least 1,000 shares of the Company
throughout his or her term of office and, in any event, within six months of his or her appointment. This requirement does not
apply to permanent representatives of Directors that are legal persons, nor to employee representative Directors andemployee shareholder representative Directors of the Group. This also does not apply, following a decision of the Board of
Directors, to employee shareholder representative Directors, for whom the internal procedures prohibit the direct holding ofshares by their representatives (which is notably the case for the permanent representative of Bpifrance Investissement, theDirector appointed at the proposal of Bpifrance Participations, a shareholder). Loans of shares by the Company tomembers of the Board of Directors are not permitted in order to fulfil this obligation. Upon assuming office, members of theBoard of Directors shall register the securities they hold in the nominative form. The same shall apply for any securities
subsequently acquired.

3.1.4.7. Operation of the Board of Directors(a) Integration and training of members of the Board of Directors
Once a Board Member has been appointed, they may benefit from a site visit, training on the specific characteristics of theCompany and the companies it controls, their business lines and business sector, and the challenges faced by theCompany in relation to social and environmental responsibility, particularly climate matters. Moreover, when new Directors
join, they can meet the Group’s main executives.

(b) Activities of the Board of Directors during the financial year ended 31 December 2023
During the 2023 financial year, the Board of Directors met seven times and held one executive session, in the absence of the
Chief Executive Officer but with all other Directors, on 25 July 2023.
The Board mainly considered and debated the following issues:l The accounting and financial information;l the self-assessment of the Board of Directors;

l press releases relating to the financial results;

l the appointment of the Group Director of Humanl the budget for 2024 and the medium-term business plan;l the Group’s CO2 emissions reduction initiatives and thosefor the increased use of cullet;

l safety within the Group.
l the Group’s strategic plan;l risk management;l cybersecurity;
l the share buyback programme;l projects for strategic investments and acquisitions;l say-on-pay matters;l the employee engagement study and approving andmonitoring of the action taken;

l reviewing the CSR performance indicators;

Resources to the Group’s Executive Committee;

l the update to the Performance Share Plan;l the continuation of the employee shareholding

programme;

l the analysis of the comments shared by main

shareholders and proxy advisors during the governanceroadshow;l the analysis of the votes cast by shareholders at theGeneral Meeting of 25 April 2023, and more specificallythe analysis of the reasons which could have led tonegative votes;

l compliance (particularly with regard to competition law,

prevention of corruption and protection ofwhistleblowers); andl the applicable regulations with regard to market abuse

and insider information (annual reminder).

Board members also received training on Directive 2022/2464 of the European Parliament and of the Council of
14 December 2022, known as the “CSRD”, on 4 December 2023.
Furthermore, at its meeting on 14 February 2024, the Board of Directors reviewed and signed off the annual financial
statements for the 2023 financial year and the resolutions to submit to the General Meeting on 26 April 2024, or carried out areview of the independence of its members. Moreover, the Board of Directors reviewed the criteria for determining usual

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agreements carried out at arm's length to ensure that they are always appropriate and in line with market practices, inaccordance with the procedure for the annual assessment of agreements on transactions which are deemed usual andcarried out at arm's length, adopted on 28 April 2020 in accordance with the provisions of Article L. 22-10-12 of the French
Commercial Code.
The secretariat for the work of the Board of Directors is provided by the CSR Director and General Counsel.

(c) Diversity within the Board of Directors
The Company seeks to continually improve its governance practices. Accordingly, beyond gender parity, the presence ofthe required number of independent Directors and the diversity of nationalities has been satisfied since the Company’s
initial public offering.
Furthermore, employee representation on the Board of Directors is ensured by the presence of two employee
representative Directors, namely Xavier Massol and Oliver Späth, who have been members of the Board since 10 January2022 and 6 December 2023 respectively, together with Beatriz Peinado Vallejo, who has acted as the employee
shareholder representative Director since 11 May 2022.
Diversity on the Board of Directors is also represented in the plurality of nationalities of its members.
Lastly, the Directors of the Company come from different backgrounds and have varied and complementary experienceand expertise, reflecting the objectives of the Board of Directors and various long-term challenges of the Group’s strategy.

Skills and background

The Board shall ensure the balance of its composition and that of its ad hoc committees, in particular in terms of diversity(international experience, skills etc.). Based on recommendations made by the Nomination Committee, Directors areappointed on the basis of their qualifications, professional skills and their independence of mind.

(d) Information on the balanced representation of women and men within the Board of Directors
As at 31 December 2023, there were four women on the Board of Directors: Marie-José Donsion, Marcia Freitas (aspermanent representative of Brasil Warrant Administração de Bens e Empresas S.A.), Virginie Hélias and Cécile Tandeau deMarsac, thus representing 40% of Directors (excluding employee representative Directors and employee shareholder
representative Directors pursuant to Article L. 225-27-1 and L. 225-23 of the French Commercial Code).
In addition, the employee shareholder representative Director is also a woman: Beatriz Peinado Vallejo.

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The Company thus complies with the provisions of Law No. 2011-103 of 27 January 2011 on the balanced representation of
women and men on Boards of Directors and Supervisory Boards and professional equality, and the proportion of female
Directors is at least equal to 40%, in accordance with the provisions of Articles L. 225-18-1 and L. 22-10-3 of the French
Commercial Code.

(e) Annual assessment of the Board of Directors
The Internal Rules of the Board of Directors provide for the terms and conditions by which the Board of Directors must assess
its ability to meet shareholder expectations by periodically analysing its composition, organisation and operation. To thisend, once a year, the Board of Directors shall, on the report of the Nomination Committee, devote an item on its agenda to
the assessment of its operating procedures, to ensure that important issues are properly prepared and discussed within the
Board of Directors, as well as to the extent of each member’s effective contribution to the work of the Board of Directors
with regard to their competence and involvement in the deliberations.
The 2023 Board assessment was performed by an internationally renowned external firm, in accordance with therecommendations contained in the AFEP-MEDEF Code. This assessment took the form of a written questionnaire sent to all
Board members, together with an individual interview with each one of them.
All Directors in office at that time took part in the self-assessment exercise.
The Chairwoman of the Nomination Committee submitted the findings to the Board meeting of 19 October 2023. These
conclusions are described below.
Overall, the Board members are satisfied with how the Board and its committees are made up, organised and operate.
In particular, the Directors welcome the fact that there has been an appropriate balance between financial and othersubjects since the Company's initial public offering. Furthermore, the Directors deem that the Board of Directors is a real
strategic asset for the Company and that its composition is appropriate with regard to the Group’s activities, enabling it toensure there is a good balance between Independent Directors, representatives of major shareholders and employee
representatives. Finally, Michel Giannuzzi’s leadership as Chairman is acknowledged and highlighted.
As part of their commitment to continuously improving how the Board of Directors operates, certain Board members havesuggested that more presentations on underlying and long-term trends be given so they can better understand the Group’s
performance compared with the performance of the packaging industry as a whole. More frequent training sessions havealso been requested. Two training sessions were organised in this regard in December 2023.

3.1.5. Board committees
Conseil d’administration

13
Members

8

5

7

93%

50%

meetings

Attendance

independent members

Chariman - Michel Giannuzzi

Upon its initial public offering in 2019, the Board of Directors had decided to set up three Board committees: an Audit
Committee, a Nomination and Compensation Committee and a Sustainable Development Committee, to assist it in someof its tasks and to contribute effectively to the preparation of specific matters submitted to it for approval. The Board
decided, at its meeting of 6 December 2021, to split the Nomination and Compensation Committee into two separate
committees, the Nomination Committee and the Compensation Committee, reflecting the strong desire of the Board of
Directors to comply with the recommendations of the AFEP-MEDEF Code and, more generally, with best governancepractices. It was also decided during this meeting to create a Strategic Committee.
Each of these committees has Internal Rules (appended to the Internal Rules of the Board of Directors).

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Minutes of the meetings of the specialised committees of the Board of Directors are regularly sent to the Board of Directors.
The composition of these specialised committees, detailed below, is in line with the recommendations of the AFEP-MEDEF
Code.

3.1.5.1. Audit Committee

3
Members

1

2

5

100%

66%

Meetings

attendance

independent members(a) Composition of the Audit Committee as at 31 December 2023
Chairwoman
Members

Marie-José Donsion
Didier Debrosse
BWSA, represented by Marcia Freitas

100 % attendance
100% attendance
100% attendance

Independant Director
Independent Director
Director

Under Article 2 of its Internal Rules, the Audit Committee shall consist of at least three members, two of whom shall be
appointed from among the independent members of the Board of Directors, on the proposal of the Nomination
Committee. The Board of Directors may alter the composition of the Audit Committee, which must be altered in the eventof a change in the overall composition of the Board. In accordance with applicable legal provisions, members of the Audit
Committee shall have special financial and/or accounting skills. The term of office of Audit Committee members is the sameas their term of office on the Board of Directors. Such term of office may be renewed at the same time as their re-election
to the Board.
The Chairperson of the Audit Committee is appointed from among the independent members after a specific examinationby the Board of Directors, acting on a proposal from the Nomination Committee. No executive corporate officer may serveon the Audit Committee. The Audit Committee is chaired by an Independent Director.
As at 31 December 2023, the Audit Committee had three members (including two independent members): Marie-JoséDonsion (Chairwoman and Independent Director), Didier Debrosse (Independent Director) and Brasil Warrant
Administração de Bens e Empresas S.A. (Director) represented by Marcia Freitas.
The secretariat for the work of the Audit Committee is provided by the Group Director of Audit and Internal Control.

(b) Duties of the Audit Committee
Pursuant to Article 1 of the Audit Committee's Internal Rules, the Audit Committee is tasked with overseeing matterspertaining to the preparation and auditing of accounting and financial information and the effectiveness of theoperational risk monitoring and internal control system, in order to enable the Board of Directors to carry out the relevant
monitoring and investigations.
In this respect, the Audit Committee primarily has the following duties:lmonitoring the process used to prepare financial and extra-financial reporting;lmonitoring the effectiveness of internal control, internal audit and risk management systems relating to accounting,financial and extra-financial information;lmonitoring the audit of the Company’s statutory financial statements and consolidated financial statements by theCompany's Statutory Auditors;lmonitoring the independence of the Statutory Auditors; andlmonitoring of compliance procedures in place.

Pursuant to the Internal Rules, the Audit Committee shall regularly report to the Board of Directors on its work and
immediately inform it of any difficulties encountered.

(c) Meetings and work of the Audit Committee during the financial year ended 31 December 2023
Under the Internal Rules of the Audit Committee, the Audit Committee shall meet at least twice a year to prepare theannual and half-year financial statements and the quarterly results.

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During 2023, the Audit Committee met five times, and discussed the following subjects:lthe audit of accounting and financial information(including the progress on works concerning the
publication of the annual financial report in theEuropean Single Electronic Format (ESEF) and theassessment of ordinary transactions carried out atarm’s length);lthe audit of extra-financial data (particularly includedin the Extra-Financial Performance Statement, with theassistance of the Chairwoman of the Sustainable
Development Committee);lreviewing and analysing gaps between the ExtraFinancial
Performance
Statementandtherequirements of the “CSRD” (with the assistance of the
Chairwoman of the Sustainable Development
Committee);lthe mapping, assessment and hierarchy of risks;lthe review of risk management activities and internal
control procedures;lthe review of cybersecurity risks;lthe internal audit charter, the review of the Internal
Audit Plan and monitoring of conclusions and internal
audit action plans;lcompliance (particularly anti-corruption risk mapping,
the anti-corruption policy, the donations/sponsorshippolicy, the gifts/invitations policy, competition law,personal data protection, sanctions/embargoes andspecifically the application of sanctions relating to the
Ukrainian-Russian conflict and training programmes);lmonitoring the Statutory Audit of the accounts, theindependence of the statutory auditors and the rulesof approval and procedures applicable to theprovision of services that could be entrusted to
Statutory Auditors and to their networks.

3.1.5.2. Nomination Committee

4
Members

2

2

3

100%

75%

Meetings

attendance

independent members(a) Composition of the Nomination Committee as at 31 December 2023
CHAIRWOMAN
Members

Cécile Tandeau de Marsac
BWGI, represented by João Salles
Pierre Vareille
Virginie Hélias

100% attendance
100% attendance
100% attendance
100% attendance

Independent Director
Director
Independent Director
Independent Director

Under Article 2 of its Internal Rules, the Nomination Committee shall consist of at least four members, with at least half of
those members being independent members of the Board of Directors. The Board of Directors appoints them from amongits members in view of their independence and expertise in the selection or compensation of the executive officers of listedcompanies. The Nomination Committee may not include any executive officer. The Board of Directors may alter thecomposition of the Nomination Committee, which must be altered in the event of a change in the overall composition of
the Board. The term of office of Nomination Committee members is the same as their term of office on the Board of
Directors. Such term of office may be renewed at the same time as their re-election to the Board.
As at 31 December 2023, the Nomination Committee had four members (including three Independent Directors): Cécile
Tandeau de Marsac (Chairwoman and Independent Director), Virginie Hélias (Independent Director), BW Gestão deInvestimentos Ltda. (Director), represented by João Salles, and Pierre Vareille (Independent Director).
The secretariat for the work of the Nomination Committee is provided by the Group Director of Human Resources.

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Composition and operation of the Board of Directors(b) Duties of the Nomination Committee
Under Article 1 of its Internal Rules, the Nomination Committee is a specialised Board Committee, the main duties of which
include assisting the latter in the composition of the executive bodies of the Company and its Group and the succession
plan for the Group’s Chair and Chief Executive Officer and Executive Committee.
It primarily has the following duties:lproposals for the appointment of members of the Board of Directors, Executive management and Board committees;lannual review of the independence of Board members.

(c) Meetings and work of the Nomination Committee during the financial year ended
31 December 2023
In accordance with its Internal Rules, the Nomination Committee meets when required and, in any event, at least twice ayear, including before the Board meeting deciding on the Board members’ positions regarding the independence criteria
adopted by the Company.
During 2023, the Nomination Committee met three times, and discussed the following subjects:lmonitoring the succession plans of executives;l monitoring the Group's key executives;lreviewing the independence of Board members;

l continuing the employee shareholding programme;lappointing the Group Director of Human Resources;lmonitoring of election procedures for the Director
representing employees through the Group’s
European Works Council;

l reviewing the results of the employee engagement study

and monitoring the action taken;

l monitoring election procedures for Directors representing

employees; andl the annual self-assessment of the Board of Directors.

The Chairman and the Chief Executive Officer participated in the works carried out as part of the nominations duties, inparticular for the definition of needs in terms of skills and experience, on the one hand, and values and desired personalqualities, on the other hand.

3.1.5.3. Compensation Committee

5
members

3

2

2

90%

60%

Meetings

attendance

independent members(a) Composition of the Compensation Committee as at 31 December 2023
CHAIRWOMAN

Members

Cécile Tandeau de Marsac
BWGI, represented by João Salles
Pierre VareilleMarie-José Donsion
Oliver Späth76
Dieter Müller

100% attendance
100% attendance
100% attendance
67% attendance75
N/A
0% attendance

Independent Director
Director
Independent Director
Independent Director
Employee representative Director
Employee representative Director

Pursuant to Article 2 of its Internal Rules, the Compensation Committee comprises at least four members (i) at least half ofwhom are independent members of the Board of Directors (appointed by the Board of Directors from among its members
and in consideration in particular of their expertise in terms of compensation of executive officers of listed companies) and(ii) an employee representative Director. No executive officer may serve on the Compensation Committee. The Board of
Directors may alter the composition of the Compensation Committee, which must be altered in the event of a change inthe overall composition of the Board of Directors. The term of office of the Compensation Committee members is the sameas their term of office on the Board of Directors. Such term of office may be renewed at the same time as their re-election
to the Board.

75
76

Oliver Späth was appointed to the Compensation Committee by decision of the Board of Directors dated 18 January 2024.
Member until he retired in July 2023.

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As at 31 December 2023, the Nomination Committee had four members (including three Independent Directors): Cécile
Tandeau de Marsac (Chairwoman and Independent Director), BW Gestão de Investimentos Ltda. (Director), represented
by João Salles, Pierre Vareille (Independent Director) and Marie-José Donsion (Independent Director).
As at that date, the Board had no employee representative Director following the retirement of Dieter Müller. Oliver Späth,employee representative Director appointed by the European Works Council on 6 December 2003, was appointed to theCompensation Committee by the Board of Directors on 18 January 2024.
The secretariat for the work of the Compensation Committee is provided by the Group Director of Human Resources.

(b) Duties of the Compensation Committee
Pursuant to Article 1 of its Internal Rules in force, the Compensation Committee is a specialised committee of the Board of
Directors whose main duties include assisting the latter in the determination and regular assessment of all compensation
and benefits of the Company’s executive officers, including all deferred benefits and/or voluntary or forced severance pay.
It primarily has the following duties:lreview and proposal to the Board of Directors concerning all the components and conditions of compensation of theGroup's main corporate executives;lreview and proposal to the Board of Directors on the method for allocating Directors’ compensation;lconsultation for recommendation to the Board of Directors on any exceptional compensation for any special
assignments that the Board may entrust, as the case may be, to some of its individual members.

(c) Meetings and work of the Compensation Committee during the financial year ended
31 December 2023
Pursuant to its Internal Rules, the Sustainable Development Committee meets as often as required, and in any event at least
twice a year, particularly before the meeting of the Board of Directors at which the compensation of Executive
Management is set or the compensation allocated to the Board of Directors is allotted.
During 2023, the Compensation Committee met twice, and primarily discussed the following subjects:lthe compensation policy for the Company’s
corporate officers (particularly the criteria connected
to variable compensation, including the ESG criteria);lthe variable compensation of members of the
Executive Committee;lthe continuation of the employee shareholding
programme;lbonus share plans.

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3.1.5.4. Sustainable Development Committee

5
Members

3

2

4

100%

20%

Meetings

attendance

independent members(a) Composition of the Sustainable Development Committee as at 31 December 2023
CHAIRWOMAN

Members

Virginie Hélias
Michel Giannuzzi
Bpifrance Investissement, represented by
Sébastien Moynot
Xavier Massol
Beatriz Peinado Vallejo

100% attendance
100% attendance
100% attendance

Independent Director
Chairman of the Board

100% attendance
100% attendance

Employee representative Director

Director
Employee shareholder representative
Director

Under Article 2 of its Internal Rules, the Sustainable Development Committee shall consist of at least five members, including
the Chairman of the Board of Directors, the two employee representative Directors sitting on the Board of Directors, and at
least one member appointed from among the independent members of the Board of Directors. The Board of Directors mayalter the composition of the committee, which must be altered in the event of a change in the overall composition of theBoard of Directors. The term of office of Sustainable Development Committee members is the same as their term of officeon the Board of Directors. Such term of office may be renewed at the same time as their re-election to the Board.
As at 31 December 2023, the Sustainable Development Committee had five members (including one Independent
Director): Virginie Hélias (Chairwoman and Independent Director), Bpifrance Investissement (Director), represented by
Sébastien Moynot, Michel Giannuzzi (Chairman of the Board of Directors), Xavier Massol (employee representative Director)
and Beatriz Peinado Vallejo (employee shareholder representative Director).
The secretariat for the work of the Sustainable Development Committee is provided by the CSR Director and GeneralCounsel (also Board Secretary).

(b) Duties of the Sustainable Development Committee
Under Article 1 of its Internal Rules, the Sustainable Development Committee is a specialised committee of the Board of
Directors, the main tasks of which are to (i) ensure that social and environmental responsibility issues are taken into accountin the Group's strategy and in its implementation, (ii) consider the report referred to in Articles L. 225-102-1 and L. 22-10-36 of
the French Commercial Code relating to sustainable development and (iii) review the Group's commitments on sustainable
development, with regard to the issues specific to its activities and objectives.

(c) Meetings and work of the Sustainable Development Committee during the financial year ended
31 December 2023
Pursuant to its Internal Rules, the Sustainable Development Committee meets as often as required, and in any event at least
once a year.
During 2023, the Sustainable Development Committee met four times, and primarily discussed the following subjects:lthe Extra-Financial Performance Statement for the2022 financial year;lorganising and monitoring reuse projects;lthe Company’s Ecovadis and CDP reports;lmonitoring the partnership with CITEO;

lreviewing and monitoring the climate and carbon

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supply contracts; andlthe review of sponsorship activity.

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3.1.5.5. Strategic committee

4
members

4

0

4

100%

50%

meetings

attendance

independent members(a) Composition of the Strategic Committee as at 31 December 2023
CHAIRMAN
Members

Michel Giannuzzi
BWGI, represented by João Salles
Pierre Vareille
Didier Debrosse

100% attendance
100% attendance
100% attendance
100% attendance

Chairman of the Board of Directors
Director
Independent Director
Independent Director

Under Article 2 of its Internal Rules, the Strategic Committee shall consist of at least three members, including the Chairmanof the Board of Directors, and one member appointed from among the independent members of the Board of Directors.
The Board of Directors may alter the composition of the Strategic Committee, which must be altered in the event of achange in the overall composition of the Board of Directors. The term of office of Strategic Committee members is the sameas their term of office on the Board of Directors. It may be renewed at the same time as their re-election to the Board.
As at 31 December 2023, the Strategic Committee had four members, including two Independent Directors: Michel
Giannuzzi (Chairman of the Board of Directors), Pierre Vareille (Independent Director), BW Gestão de Investimentos Ltda.
(Director), represented by João Salles, and Didier Debrosse (Independent Director).
The secretariat for the work of the Strategic Committee is provided by the Director of Planning and Mergers/Acquisitions.

(b) Duties of the Strategic Committee
Under Article 1 of its Internal Rules in force, the Strategic Committee is a specialised committee of the Board of Directors
whose main duties include assisting the latter in the preparation and implementation of the Group’s strategic guidelines.
It primarily has the following duties:lreviewing the competitive environment and the main challenges facing the Group and providing the Board of Directors,
through its analyses, with further insight into development points and the resulting medium- and long-term outlook for theGroup;

lreviewing strategic projects (such as, primarily, any acquisition, merger, disposal, financial transaction, joint-venture or
partnership) presented by Executive Management and likely to have a material impact on the scope, activities, risk
profile, results or balance sheet structure of the Group and/or the market valuation of the Company;lmonitoring the completion and development of ongoing significant transactions and maintaining major financialbalances.

(c) Meetings and work of the Strategic Committee during the financial year ended
31 December 2023
In the 2023 financial year, the Strategic Committee met four times and, in particular, discussed and debated the Group's
strategic plan and certain strategic investment projects, including the acquisition of cullet treatment centres in Spain andPortugal that previously belonged to the Santaolalla group.

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Methods and operation of Executive Management

3.2. Methods and operation of Executive
Management
3.2.1. Chairmanship of the Board of Directors
As at 31 December 2023, the positions of Chair of the Board of Directors and Chief Executive Officer of the Company wereseparated.
Indeed, since Michel Giannuzzi wished to see a change in his responsibilities within the Group after around five years
heading it up in his role as Chairman and Chief Executive Officer, the Board of Directors decided on 6 December 2021 toseparate the roles of Chair of the Board of Directors and Chief Executive Officer with effect from the end of the General
Shareholders’ Meeting that took place on 11 May 2022.
Accordingly, from 11 May 2022, Michel Giannuzzi has performed the duties of Chairman of the Board of Directors andPatrice Lucas has acted as Chief Executive Officer.
As part of the separation of the duties of Chair of the Board of Directors and Chief Executive Officer, the Chairman oversees
the work of the Board of Directors. In addition to the exercise of his legal powers, the Chairman may be consulted by the
Executive Management on any issue concerning the conduct of the Group’s business.
He may also attend internal meetings with the Company’s teams, at the invitation of the Chief Executive Officer.
Michel Giannuzzi has also pledged to represent the Group to the best of his abilities (particularly with the Company’s
shareholders), to defend its interests (in particular within the Fédération Européenne de Verre d'Emballage), to promote its
values, and to do so under all circumstances.

3.2.2. Powers of the Chief Executive Officer
Patrice Lucas has performed the duties of Chief Executive Officer since 11 May 2022.
The Chief Executive Officer shall be fully empowered to act on behalf of the Company in any and all circumstances. He or
she shall exercise those powers within the scope of the corporate purpose and subject to the powers expressly reserved bylaw for General Shareholder Meetings and for the Board of Directors.
He or she represents the Company in its dealings with third parties. The Company shall be bound by the actions of the Chief
Executive Officer even if such actions are beyond the scope of the corporate purpose, unless the Company can prove thata third party knew that the action concerned was beyond the scope of the corporate purpose or had constructive
knowledge thereof in view of the circumstances.
The publication of the Articles of Association alone may not be deemed to constitute evidence of such knowledge.
The Chief Executive Officer may, within the limits set by applicable legislation, delegate powers as he or she deems
appropriate, for one or more specified purposes, to any representatives, even outside the Company, individually or meetingas a committee or commission, with or without the possibility of substitution, subject to the limitations provided by law. Suchpowers may be permanent or temporary, and may or may not include the possibility of substitution. Any authority thus
delegated shall remain in full effect notwithstanding the expiry of the term of office of the person granting them.
Under Article 3.2 of its Internal Rules, the following decisions are subject to prior authorization by the Board of Directors
voting at simple majority of its members present or represented:lApproval of, and/or change in, the medium-term Group Business Plan and annual budget (including hedging policy);l

Any investment (excluding acquisitions) exceeding the Group’s annual budget, for an aggregate amount exceeding€10 million;l

Any acquisition or disposal of assets or securities for an amount exceeding €10 million and the entry into, amendment or
termination of joint-ventures or partnerships representing more than €10 million of revenues or capex;lAny decision to take part in an activity which falls outside the usual frame of activities of the Group and any decision tostop or significantly reduce material activities of the Group;

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Any decision to grant guarantees or security interests to third parties (i.e. not a Group Company), to the exception of (i)guarantees or security interests to be granted to public administrations or state-owned entities in the ordinary course of business
and/or pursuant to a legal obligation (ii) guarantees to be granted under energy supply agreements within the limit of anannual aggregate amount of €20 million; (iii) guarantees to be granted to third parties to ensure the commitments of Verallia
Ukraine within the limit of an aggregate amount of €10 million; and (iv) guarantees to be granted to third parties to ensure thecommitments of Rayen Cura within the limit of an aggregate amount of €11 million. Regarding paragraphs (iii) and (iv), it isspecified that the exchange rates to be used for the calculation should be the ones in effect at the date of issue of each issued
guarantees and that any expired guarantee shouldn’t be included in the said calculation;l

Any decision to participate in a project or to enter into an agreement with a maturity exceeding 5 years (including
contracts with guaranteed rents) for an aggregate amount exceeding €50 million, to the exception of energy supply
agreement for an amount of €30 million per year with a duration of a maximum of 15 years; (i.e for a maximum amountexceeding €450 million over 15 years) and with guarantees of 2.5 the annual amount of the supply energy agreement,(i.e for a maximum guarantee amount equal to €75 million per year);l

Any decision to settle or to initiate a dispute relating to a claim for an amount exceeding €5 million or a claim having amaterial reputational impact on the Group;lAdditional financial indebtedness exceeding €50 million;lChanges to the by-laws of the Company or of any of its Material Subsidiaries (except for amendments of administrative
nature); the term “Material Subsidiaries” means any subsidiary of the Company which consolidated revenue represents,
for the previous financial year, more than 5% of the Company’s consolidated annual revenue;lMerger/demerger/winding up of a Material Subsidiary, excluding intra-Group reorganisations;lIssue of shares or securities granting access, whether immediately or in the future, to the Company’s share capital, as wellas any issue of shares or securities granting access, whether immediately or in the future, to the share capital of aMaterial Subsidiary, in each case to the benefit of a third party to the Group;l

Purchase or sale of real estate assets for an amount exceeding €10 million;l

Any distribution for an amount exceeding €5 million, excluding distributions between wholly-owned subsidiaries;l

Any recruitment, suspension or dismissal of the Chief Executive Officer (or, in the event of separation of offices, theGeneral Manager (Directeur Général)), any significant change in the Chief Executive Officer’s compensation (including
pension plans, profit-sharing plans or special departure conditions) and the entry into, amendment or termination of anagreement with the Chief Executive Officer (or, in the event of separation of offices, the General Manager (Directeur
Général);l

The creation or amendment to stock option plans, stock subscription plans or plans for the attribution of free shares of theCompany or of any other Group company (or any other similar instrument) to the benefit of the officers and/or
employees of the Group or of certain categories of them;l

The implementation or change in any pension plan or any reorganisation of the workforce resulting in total restructuringcosts for the Group exceeding €10 million;l

Any significant change in the accounting principles applied by the Group companies for the preparation of theirfinancial statements, except for amendments imposed by applicable law or accounting standards;l

The appointment, renewal or dismissal of the statutory auditors of the Company;l

Acquisition by the Company of its own shares;l

Delisting of the Company, listing of a Group company;l

The implementation of any insolvency procedure, dissolution or winding-up (or any similar procedure in each applicablejurisdiction), of the Company or any of its Material Subsidiaries.

Under Article 3.3 of its Internal Rules, the following decisions are subject to the ratification by the Board of Directors voting at
simple majority of its members present or represented:l

Any recruitment, suspension or dismissal of the members of the Group executive committee (other than the Chief
Executive Officer (or, in the event of separation of offices, the Chief Executive Officer (Directeur Général));l

Any significant change in the compensation of the members of the Group executive committee (other than the Chief
Executive Officer (or, in the event of separation of offices, the Chief Executive Officer (Directeur Général)) (including
pension plans, profit-sharing plans or special departure conditions); andl

The entry into, amendment or termination of an agreement with any of the members of the Group executive committee(other than the Chief Executive Officer (or, in the event of separation of offices, the Chief Executive Officer (Directeur
Général)), made by the Chief Executive Officer (or, in the event of separation of offices, the Chief Executive Officer(Directeur Général), acting upon recommendation from the Nomination Committee. The Board of Directors will be
requested to rule on such ratification during the next meeting to be held after the occurrence of any of theaforementioned events.

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3.2.3. Executive Committee
Under the responsibility of the Chief Executive Officer, the Executive Committee constitutes the management body of theGroup.
Focused on operations, it steers and ensures the operational implementation of the Group’s strategy (as approved by the
Board of Directors of the Company), the monitoring of performance and the coordination of projects and priorities in theGroup’s various operating countries and regions. The Executive Committee notably ensures the adequacy of theorganisation with respect to changes in the environment and expectations of stakeholders.
The Executive Committee includes 11 members. In addition to the Chief Executive Officer, it is composed of the functionaland operational managers of the Group, and namely:lat Group level, the Chief Financial Officer, the Director of Human Resources, the Operations Director and the CSR
Director and General Counsel, each of them having clearly defined areas of responsibility; andlthe Directors in charge of various geographical regions.

The Executive Committee meets approximately once a month, thus favouring communication, sharing and close
exchanges among its members within their respective areas of responsibility.
The Executive Committee was 27% female as at 31 December 2023. The composition of the Executive Committee also
reflects the geographical diversity of the Group’s production regions and markets, since 55% of its members are of foreign
nationality (German, Italian, Mexican, Dutch, Portuguese and English).
The Group is very attentive to both the diversity, in all respects, and gender balance of its teams. The diversity policy
described in Section 2.4.3 applies not just to the Executive Committee, but also to all the teams of the Group.

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3.3. Compensation of corporate officers
3.3.1. Compensation policy for corporate officers
The following sections constitute the compensation policy for the Company's corporate officers. They describe thecomponents of fixed and variable compensation and explain the decision-making process used to determine, review andimplement it. According to the AFEP-MEDEF Code, to which the Company refers, the executive officers of a société
anonyme (public limited company) with a Board of Directors are the Chairman and Chief Executive Officer, the Chief
Executive Officer, the Deputy Chief Executive Officer(s) and the Chairman of the Board of Directors not acting as Chief
Executive Officer.
The compensation policy for corporate officers described below was approved by the Board of Directors, on therecommendation of the Compensation Committee. It sets out the components of fixed and variable compensation of the
Chairman of the Board of Directors, the Chief Executive Officer and the Company Directors.
In accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, the compensation policy presented
below is subject to approval by the shareholders at their General Meeting.

3.3.1.1. Principles and decision-making processes followed to identify, review
and implement the Group's compensation policy
The Group's compensation policy, which includes compensation for executive officers, is part of the general development
policy for Verallia employees as described in Section 2.4.2.3 of this Universal Registration Document.
It is intended, in accordance with the Company’s corporate interest, and in accordance with market and industry
practices, to ensure competitive compensation levels while retaining a strong link to company performance andmaintaining the balance between short-term and medium-/long-term performance in support of the Group’s business and
ESG strategy and its sustainability.
In 2024, the Group has thus implemented a compensation policy consisting of (i) a basic salary, to compensate the position
held, that is attractive for recruiting and retaining talent, and for the relevant employees, and (ii) a variable annual portion,
which compensates collective performance based on the achievement of ambitious objectives while being limited by amaximum level in order to avoid excessive risk-taking. This variable annual portion, a source of motivation for teams, isbased on annual criteria that are in line with the Group’s objectives, including safety, the environment and financial andoperational performance.
In addition to this variable annual compensation, the Group intends to link all its employees to its growth through a stake inits share capital; the employee share ownership programme is thus a strategic pillar to support the Group’s profitable andsustainable growth, which the Group intends to pursue actively (as at 31 December 2023, employee shareholding in the
Company (via the Verallia employee investment fund (FCPE) and direct shareholding) represented 3.8% of the Company’s
share capital). In particular, during the second quarter of 2024, the Company intends to offer Group employees thepossibility of subscribing to another share capital increase reserved for them, in particular via the Verallia employee
investment fund (FCPE), under conditions providing a discount and an employer matching contribution approved by the
Board of Directors.
For the Chief Executive Officer and its senior executives, the Group has also set up a performance share plan, which
involves them in the creation of value over a long-term period and whereby the final vesting is subject to continued service
and ambitious performance conditions, in accordance with the principles of good governance and the recommendationsof the AFEP-MEDEF Code.
Within the Group, the compensation policy for executive officers is set by the Board of Directors on the recommendation of
the Compensation Committee. The Compensation Committee is chaired by an Independent Director and includes (for atleast half of its composition) Independent Directors within the meaning of the AFEP-MEDEF Code and an employee
representative Director. As part of its thinking, it relies in particular on benchmarking carried out on companies of a similar
size and in a similar industry, where appropriate with the assistance of one or more external consultants. The members of theCompensation Committee were selected for their technical skills, as well as for their understanding of current standards andemerging trends. The Compensation Committee shall ensure at the beginning of the year the level of achievement of theperformance criteria set for the previous year, on which the variable compensation is based. The Board of Directors and the

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Compensation Committee shall ensure that the compensation of corporate officers is consistent with the recommendationsof the AFEP-MEDEF Code.
Finally, as part of the ‘say on pay’ arrangement, the compensation policy for the Company’s executive officers, as well as
the components of compensation and benefits that were awarded to them during the past financial year, described in thischapter 3, are submitted annually, in accordance with the provisions of Articles L. 22-10-8 and L. 22-10-34 of the French
Commercial Code, for approval by the Company’s shareholders at their General Meeting.

3.3.1.2. Compensation policy for the Chairman of the Board of Directors
The compensation policy for the Chairman of the Board of Directors approved by the Board of Directors on 14 February
2024, on the recommendation of the Compensation Committee, is described below.

(a) Fixed compensation
The Board of Directors, on the recommendation of the Compensation Committee, shall determine the fixed annualcompensation of the Chairman of the Board of Directors, in particular with regard to a detailed study of the fixed andvariable compensation of executives of comparable listed companies carried out by an external firm.
On this basis, the fixed annual gross compensation of the Chairman of the Board of Directors for 2024 was set by the Boardof Directors at the amount of €350,000.

(b) Benefits in kind
The Chairman of the Board of Directors benefits from a company car and a complementary health plan.

Summary table of the fixed and variable components of the compensationof the Chairman of the Board of Directors
Compensation components –Fixed compensation

Principle
The Chairman of the Board of Directors
receives fixed compensation in 12 monthly
instalments.

Criteria of definition
For 2024, the gross annual amount is set at€350,000.

Annual variable compensation N/ALong-term compensation
N/A(performance shares)

N/A

Long-term compensation(stock options)

N/A

N/A

Supplementary pension plan
Termination and non-compete
benefits

N/A
N/A

N/A
N/A

Benefits in kind

The Chairman of the Board of Directors benefits N/Afrom a company car and a complementary
health plan.

Draft resolution prepared by the Board of Directors pursuant to Articles L. 225-100 and L. 22-10-8 of the French Commercial
Code for submission to the Combined General Meeting to be held on 26 April 2024
NINTH RESOLUTION(Approval of the compensation policy for the Chairman of the Board of Directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve thecompensation policy for the Chairman of the Company’s Board of Directors not acting as Chief Executive Officer, aspresented in the aforementioned report.

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3.3.1.3. Compensation policy for the Chief Executive Officer
The compensation policy for the Chief Executive Officer approved by the Board of Directors on 14 February 2024, on therecommendation of the Compensation Committee, is described below.

(a) Fixed compensation
The Board of Directors, on the recommendation of the Compensation Committee, determines the fixed annualcompensation of the Chief Executive Officer, in particular with regard to a detailed study of the fixed and variable
compensation of executives of comparable listed companies carried out by an external firm.
On this basis, the fixed annual gross compensation of the Chief Executive Officer for 2024 was set by the Board of Directors
at the amount of €750,000.

(b) Variable compensation
The Board of Directors, on the recommendation of the Compensation Committee, determines the variable annualcompensation of the Chief Executive Officer on the basis of financial and ESG criteria. For 2024, the Board of Directors’
meeting of 14 February 2024 set the annual variable portion at an amount equal to 100% of the fixed annual compensation,i.e. €750,000 if the targets are fully achieved and, in the event that the set targets are exceeded, a maximum amount equal
to 135% of the fixed annual compensation, i.e. €1,012,500.
70% of the variable portion of the compensation is calculated based on financial criteria, to which a weighting is applied,and 30% on ESG criteria.
In accordance with the provisions of Article L. 22-10-34 of the French Commercial Code, the payment of this variable
compensation shall be subject to approval by the shareholders at their ordinary General Meeting convened in 2025 toapprove the financial statements for the financial year ending on 31 December 2024.

Financial criteria
These are based on indicators that the Board of Directors, on the recommendation of the Compensation Committee, hasdeemed most relevant for assessing the Group’s financial performance. For 2024, the financial criteria represent 70% ofvariable compensation (40% are linked to the achievement of an adjusted EBITDA threshold and 30% are linked to theachievement of an operational cash flow threshold for the financial year ending on 31 December 2024).
If these financial criteria are exceeded, this variable annual compensation (i.e. €525,000 gross) will be increased in a linear
way up to a maximum amount corresponding to 105% of the fixed annual compensation, i.e. €787,500 gross.

ESG criteria
These are based on indicators that the Board of Directors, on the recommendation of the Compensation Committee, hasdeemed most relevant for assessing the Group’s social and environmental performance. For 2024, the ESG criteria are
related to safety and sustainable development targets, including (i) for 50%, a safety criterion, linked to the improvement ofa workplace accident frequency rate with or without lost days (known as “TF2”) to a level equal to or below 1.9 based on alinear calculation method, and (ii) for 50%, a sustainable development criterion, linked to the increase in the rate of external
cullet use to at least 57.5% based on a linear calculation method. Please note that the increased rate of external cullet use
helps the Group to achieve its CO2 emissions reduction targets (+10pts of cullet = an approximate 5% reduction in CO2emissions).

(c) Allocation of performance shares
The Group’s compensation policy is aimed at retaining and motivating talented employees, and at involving the Group’s
executive officers and main managerial staff in the creation of long-term value, in line with the principles of good
governance and the recommendations of the AFEP-MEDEF Code, mainly through a long-term incentive plan in the form of
bonus share awards subject to performance criteria linked to the Group’s long-term strategy.
Acting pursuant to the authorisation conferred by the 33rd resolution of the Company’s General Shareholders’ Meeting of
25 April 2023, the Board of Directors resolved at its meetings of 19 October 2023 and 14 February 2024 to set up a new
performance share plan spread over a period of three years running from 2024 to 2026 (the “2024-2026 Plan”).
Executive corporate officers and employees of the Company and its affiliates (within the meaning of Article L. 225-197-2 ofthe French Commercial Code) are eligible for the 2024–2026 Plan, including in particular the Chief Executive Officer of theCompany.

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The final allocation of shares granted each year under the 2024-2026 Plan will be done without discount, on the condition ofcontinued service of the employee or executive concerned. The 2024-2026 Plan is aligned with the evolution of market
practices, in particular in terms of performance criteria adopted and based on:lfor 40%, a theoretical value creation target with respect to the 2024-2026 medium-term business plan (defined as theincrease in the following aggregate: 8 times adjusted EBITDA minus the net financial debt before payment of dividends
and/or share buybacks), measured between 31 December 2023 and 31 December 2026;

lfor 15%, a total shareholder return (TSR) target for the Company’s share relative to the evolution of the TSR of companies
77
included in the SBF 120 index on Euronext Paris, measured between 31 December 2023 and 31 December 2026 ;lfor 15%, a total shareholder return (TSR) target for the Company’s share relative to the evolution of the TSR of a minimumof three or four listed companies in the glass industry, measured between 31 December 2023 and 31 December 2026;

lfor 30%, sustainable development targets, in line with the targets defined in Chapter 2 of this Universal Registration
Document and broken down as follows:78– a CO2 emissions reduction target ; and79– an objective to increase the percentage of women holding management positions .
If the theoretical value creation target is exceeded, the allocation may be increased by 20% for this criterion, raising theallocation for this indicator from 40% to 48% and leading to the allocation of a maximum total of 108% of the target
allocation.
The 2024-2026 Plan also includes the commitment by executive officers benefiting from performance shares not to use
personal risk hedging until the end of the retention period of these shares.
Acting pursuant to the authorisation conferred by the 33rd resolution of the Extraordinary General Shareholders’ Meeting of
the Company of 25 April 2023, the Board of Directors resolved as follows at its meeting of 14 February 2024: to grant a
80
maximum number of 318,600 shares (corresponding to an initial allocation of 295,000 shares) to approximately 226
81
members of staff of the Company and its subsidiaries (with a maximum number of 41,040 shares (corresponding to an
initial allocation of 38,000 shares) for the Chief Executive Officer) (the total number of shares attributable to the Chief
Executive Officer not exceeding 20% of the 318,600 attributable shares), subject to achievement of the above-mentioned
performance conditions.
Shares granted under the 2024-2026 Plan are subject to a three-year vesting period, without a retention period, except for
the Chief Executive Officer, who is subject to an obligation to retain 30% of any vested shares for the duration of his term ofoffice, and the members of the Group’s Executive Committee, who are subject to an obligation to retain 20% of any vested
shares for as long as they remain members of the Executive Committee.

(d) Benefits in kind
The Chief Executive Officer benefits from a company car, an executive unemployment insurance scheme (GSC) and acomplementary health plan.

(e) Pension plan
The Company has not implemented a supplementary pension plan, opting instead to allot performance shares. Therefore,
the Chief Executive Officer does not benefit from a supplementary pension plan.

(f) Termination and non-compete benefits
Termination benefit
The Chief Executive Officer shall receive a gross termination benefit of up to 150% of the amount of fixed and variable
compensation for the 12 months preceding the effective termination of his term of office. This would be payable in theevent of his removal from office as Chief Executive Officer, unless he is dismissed for gross negligence or serious misconduct.
The performance conditions applicable to such termination benefit are based on the average rate of achievement of thetargets set with respect to the financial and ESG criteria of the variable compensation of the Chief Executive Officer (as77

The allocation rate for performance shares to be granted in respect of this criterion is determined as follows:- 0% if the performance of Verallia’s TSR is less than the SBF 120 TSR; and- 100% if the performance of Verallia’s TSR is equal to or greater than the SBF 120 TSR.
78
Target of CO2 emissions at Group level in absolute value of 2,622kt in 2026 for scopes 1 and 2 (in line with SBTI and for the ESG KPIs set out
in the sustainability-linked bonds). This target includes United Kingdom.
79
Target of 35% in 2026. This target includes United Kingdom.
80
If the theoretical value creation target is exceeded, the allocation may be increased by 20% for such criterion, raising the allocation forthis indicator from 40% to 48% and leading to the allocation of a maximum total of 108% of the target allocation of 295,000 shares.
81
If the theoretical value creation target is exceeded, the allocation may be increased by 20% for such criterion, raising the allocation forthis indicator from 40% to 48% and leading to the allocation of a maximum total of 108% of the target allocation of 38,000 shares.

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referred to in Section 3.3.1.3(b) above) over the two years preceding the effective termination of his term of office, suchaverage rate having to be equal to or to exceed 70% for the termination benefit to be fully paid. In the event where suchaverage rate is below 70% over the two years preceding the effective termination of his term of office, no termination
benefit shall be paid to the Chief Executive Officer.
In accordance with the recommendations of the AFEP-MEDEF Code, no termination benefit will be due to the Chief
Executive Officer if he leaves the Company at his own initiative to take up a new position, or changes position within theGroup, or invokes his retirement rights, or has reached the age of 65.

Non-compete indemnity
The Chief Executive Officer is also subject to a 12-month non-compete obligation and as such would receive a fixedmonthly benefit equal to 1/12th of 70% of the amount of his fixed and variable compensation for the last 12 months
preceding the effective termination of his term of office. In the event of the combined application of the termination
benefit described above and the non-compete indemnity, the aggregate amount of the two benefits will be capped at an
amount corresponding to the sum of the fixed and variable compensation received by the Chief Executive Officer during
the two years preceding the effective termination of his term of office.
In accordance with the recommendations of the AFEP-MEDEF Code, the Board of Directors has provided that it can waive
the implementation of the non-compete agreement upon departure of the Chief Executive Officer and that the paymentof the non-compete indemnity will be excluded if the Chief Executive Officer invokes his retirement rights or has reached
the age of 65.

Summary table of the fixed and variable components of the compensationof the Chief Executive Officer for 2024
Fixed
compensation

Criteria of definition
The Chief Executive Officer receives fixed For 2024, the gross annual amount is set at €750,000.
compensation in 12 monthly instalments.

Annual variable
compensation

The Chief Executive Officer shall receive The annual variable portion of the Chief Executive Officer’s
variable compensation determined in view compensation is set at €750,000 if the targets are fully achievedoftheGroup’s
performance.
This and, in the event that the set targets are exceeded, acompensation shall be paid during the maximum amount equal to 135% of the fixed annual
corporate financial year following that in compensation, i.e. €1,012,500. Seventy percent of the variablewhich the performance was recorded. In portion of the compensation is calculated based on financial
accordance with the provisions of Article L. criteria (40% related to the achievement of an adjusted EBITDA
22-10-34 of the French Commercial Code, threshold and 30% related to the achievement of an
the payment of variable compensation is operational cash flow threshold), and 30% on ESG criteria
conditional on the approval by an ordinary related to safety and sustainable development targets
General Shareholders’ Meeting of the (including (i) for 50%, a safety criterion, linked to thecompensation components of the Chief improvement of a workplace accident frequency rate with or
Executive Officer under the conditions set without lost days (known as TF2) to a level equal to or below 1.9
out in Articles L. 22-10-8 and L. 22-10-34 of the and (ii) for 50%, a sustainable development criterion, related toFrench Commercial Code.
the increase in the rate of external cullet use to at least 57.5%(noting that the increased rate of external cullet use helps tomeet the CO2 reduction target).

Long-termcompensation(performance
shares)The Chief Executive Officer is entitled to free The number of performance shares allocated and transferred toCompany
shares,subjecttothe each beneficiary at the end of the vesting period varies
achievement of performance criteria.
according to the level of achievement of the objectives
detailed in Section 3.3.1.3(c) above.

Long-termcompensation(stock options)

N/A

Supplementary
pension plan

The Company has not implemented a The Chief Executive Officer does not benefit from any
supplementary pension plan, opting instead supplementary pension plan.
to allot performance shares.

N/A

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Termination andnon-compete
benefits

Benefits in kind

Criteria of definition
The Chief Executive Officer shall be entitled The Chief Executive Officer shall receive a gross termination
to a termination benefit in the event of the benefit of up to 150% of the amount of fixed and variable
termination of his duties.
compensation for the 12 months preceding the effective
termination of his term of office. This would be payable in theevent of his removal from office as Chief Executive Officer,
unless he is dismissed for gross negligence or serious misconduct.
No termination benefit will be paid (i) if the average rate ofachievement of the targets set with respect to the financial and
ESG criteria for the variable compensation of the Chief
Executive Officer over the two years preceding the effective
termination of his term of office is below 70% or (ii) if the Chief
Executive Officer leaves the Company on his own initiative,changes position within the Group, has the possibility of invoking
his retirement rights or reaches the age of 65. If the average rateof achievement of the targets relating to the financial and ESG
criteria for the variable compensation of the Chief Executive
Officer is greater than or equal to 70% during the two years
preceding the end of his term of office, the termination benefit
will be payable in full. The Chief Executive Officer is also subject
to a 12-month non-compete obligation (which the Board of
Directors may waive) and as such would receive a fixedmonthly benefit equal to 1/12th of 70% of the amount of his
fixed and variable compensation for the last 12 months
preceding the effective termination of his term of office. In theevent of the combined application of the severance benefit
described above and the non-compete benefit, the aggregate
amount of the two benefits will be capped at an amountcorresponding to the sum of the fixed and variable
compensation received by the Chief Executive Officer during
the two years preceding the effective termination of his term ofoffice.
The Chief Executive Officer benefits from a N/Acompany car, an executive unemployment
insurance
scheme(GSC)
andacomplementary health plan.

Draft resolution prepared by the Board of Directors pursuant to Articles L. 225-100 and L. 22-10-8 of the French Commercial
Code for submission to the Combined General Meeting to be held on 26 April 2024
TENTH RESOLUTION(Approval of the compensation policy for the Chief Executive Officer)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve thecompensation policy for the Company’s Chief Executive Officer, as presented in the aforementioned report.

3.3.1.4. Components of the compensation of Directors
The Company’s shareholders at their General Meeting of 25 April 2023 set the overall compensation for directors at theannual amount of €850,000.
On the recommendation of the Compensation Committee, the Board of Directors freely distributes among its members thisbudget allocated to the Board by the shareholders at their General Meeting, mainly taking into account, in accordancewith the recommendations of the AFEP-MEDEF Code, the actual participation of Directors in Board and committee
meetings. It may, in addition, allocate special compensation to some of its members for specific duties or assignments
entrusted to them. The Board of Directors examines whether the level of compensation allocated to Directors is appropriate
in view of their duties and responsibilities.
The criteria for dividing up the annual fixed amount allocated to Directors were set by the Board as described below.
The Board of Directors decided that only Independent Directors would receive compensation for their term of office.

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3This basic compensation of Independent Directors for the year 2024 includes a fixed fee of €20,000 p.a. and, if applicable,
this will be calculated pro rata for terms of office ending or becoming effective during the year.
In addition, fixed compensation of €15,000 p.a. is allocated to the Chairs of the Audit Committee, the Sustainable
Development Committee and the Strategic Committee, fixed compensation of €10,000 p.a. is allocated to the Chair of theNomination Committee, and fixed compensation of €5,000 p.a. is allocated to the Chair of the Compensation Committee,
as compensation for their duties.
In addition to this basic compensation, a variable amount of €4,500 is paid for each Board and committee meeting
attended by the Independent Director concerned.
Draft resolution prepared by the Board of Directors pursuant to Articles L. 225-100 and L. 22-10-8 of the French Commercial
Code for submission to the Combined General Meeting to be held on 26 April 2024
ELEVENTH RESOLUTION(Approval of the compensation policy for directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve thecompensation policy for the Directors, as presented in the aforementioned report.

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3.3.2. Compensation of corporate officers during the year ended
on 31 December 2023
The shareholders at their Annual General Meeting shall decide on a draft resolution on the information referred to in Article
L. 22-10-9 I of the French Commercial Code, to be included in the corporate governance report, including the componentsof compensation paid for the term of office during the past financial year or allocated for the term of office for the samefinancial year, that is, the financial year ended on 31 December 2023.
The shareholders at their Annual General Meeting shall decide on the fixed, variable and exceptional components making
up the total compensation and benefits of any kind paid during the past financial year or allocated for the same financial
year, in a separate resolution for each corporate officer.
As regards the Company’s Chairman of the Board of Directors, these components are presented in Section 3.3.2.1.
As regards the Company’s Chief Executive Officer, these components are presented in Section 3.3.2.2.
It will therefore be put to the Combined General Shareholders’ Meeting of 26 April 2024 to approve, as part of various
resolutions, on the one hand, the information referred to in Article L. 22-10-9 of the French Commercial Code, in particularcomprising the components presented in Sections 3.3.2.1 and 3.3.2.2 below.

3.3.2.1. Components of the compensation of Michel Giannuzzi, Chairmanof the Board of Directors(a) Fixed compensation
The gross amount of fixed compensation paid to the Chairman of the Board of Directors for the financial year ended on
31 December 2023 was €350,000.

(b) Benefits in kind
The gross amount of fixed compensation paid to the Chairman of the Board of Directors for the financial year ended on
31 December 2023 was €350,000.

(c) Allocation of performance shares
As part of the final allocation of shares under the performance share plan put in place by the Company, the following
performance shares were previously awarded to Michel Giannuzzi in respect of his role as Chairman and Chief Executive Officer:
l60,500 shares, vested on 1 March 2023, in accordance with the terms of the 2021-2022 Plan

The allocation rate for the 2021-2022 Plan was 110%, given a rate of achievement of the performance criteria with thefollowing results:– an allocation rate of 120% of the criterion based on the “Creation of TSV”, the target rate of achievement of which is 299%;– an allocation rate of 100% of the criterion based on the “Total Shareholder Return” (TSR), the performance of which is
15.9% (121% of the target);– an allocation rate of 100% of the criterion based on the “Return on Capital Employed (ROCE)”, the performance of
which is 31.7% (151% of the target);– an allocation rate of 100% of the criterion based on CO2 emissions, the performance of which is 484kg CO2/tpg (103%of the target); and– an allocation rate of 100% of the criterion based on the Gender Equality Index, the performance of which is 68.1%(103% of the target).
l60,500 shares, vested on 1 March 2024, in accordance with the terms of the 2021-2023 Plan

The allocation rate for the 2021-2023 Plan was 110%, given a rate of achievement of the performance criteria with thefollowing results:– an allocation rate of 120% of the criterion based on the “Creation of TSV”, the target rate of achievement of which is 277%;– an allocation rate of 100% of the criterion based on the “Total Shareholder Return” (TSR), the performance of which is
31.7% (104% of the target);– an allocation rate of 100% of the criterion based on the “Return on Capital Employed (ROCE)”, the performance of
which is 33.5% (152% of the target);

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3– an allocation rate of 100% of the criterion based on CO2 emissions, the performance of which is 468kg CO2/tpg (100%of the target); and– an allocation rate of 100% of the criterion based on the Gender Equality Index, the performance of which is 72% (104%of the target).
The Board of Directors of the Company, on the recommendation of the Compensation Committee, has indeed decided tomaintain the performance shares which had been attributed to Michel Giannuzzi in accordance with the terms of the2021-2023 Plan when he was Chairman and Chief Executive Officer of the Company, even though he ceased to act as
Chief Executive Officer on 12 May 2022. This was the final allocation received by Michel Giannuzzi in respect of his role as
Chairman and Chief Executive Officer. He does not receive performance shares in respect of his role as Chairman.
This decision was based on the following circumstances:
In order to ease the transition from Michel Giannuzzi to Patrice Lucas as Chief Executive Officer and to benefit from Michel
Giannuzzi’s in-depth knowledge of the Group, additional responsibilities have been conferred upon Michel Giannuzzi as
Chairman of the Board that go beyond the roles usually granted to Chairmen of listed companies. He is particularly involvedin strategic issues and development projects such as M&A transactions (such as, for example, the strategic successfulacquisition of Allied Glass). Michel Giannuzzi also participates in internal meetings with the Company’s teams, at theinvitation of the Chief Executive Officer. The impact of the performance action plans implemented at the initiative of Michel
Giannuzzi as Chief Executive Officer and his strong initiatives on the improvement of the Group’s profitability since he took
up his role as Chief Executive Officer in 2017 still have a significant positive impact on the Group’s EBITDA, which is part ofthe performance criteria used by the Company for its long-term incentives plan.
The Chairman is subject to a 30% retention obligation for vested shares, for a period expiring at the end of his term of office.

(d) Profit sharing and employer matching contribution
For the financial year ended on 31 December 2023, the Chairman was not a beneficiary of the profit-sharing agreement for
employees of Verallia Packaging.
During the year ended on 31 December 2023, the Chairman received a gross employer matching contribution of €2,000, i.e.
a net amount of €1,806, in connection with the purchase of Verallia shares under the Group Savings Plan.
Fixed compensation
Variable compensation€350,000.
€493,723 paid in 2023 for the role of Chairman and Chief Executive Officer inrespect of the 2022 financial year.

Exceptional bonus
Compensation for term of office as Director
Performance shares

N/A.
N/A.
60,500 shares, vested on 1 March 2023, in respect of the 2021-2022 Plan and
60,500 shares, vested on 1 March 2024, in respect of the 2021-2023 Plan.

Pension plan
Termination benefit
Non-compete indemnity
Profit sharing and employer matching
contribution

N/A.
N/A.
N/A.

Benefits in kindCompany car Benefit of a complementary health plan.

For the year ended on 31 December 2023, the Chairman received a gross
employer matching contribution of €2,000, i.e. a net amount of €1,806.

Draft resolution prepared by the Board of Directors pursuant to Articles L. 225-100 and L. 22-10-8 of the French Commercial
Code for submission to the Combined General Meeting to be held on 26 April 2024
TWELFTH RESOLUTION(Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kind paid
or awarded in respect of the financial year ended on 31 December 2023 to Michel Giannuzzi, Chairman of theCompany’s Board of Directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve thefixed, variable and exceptional items comprising the total compensation and benefits in kind paid in the previous
financial year or awarded in respect of the same financial year to Michel Giannuzzi, Chairman of the Board of Directors,
as presented in the aforementioned report.

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3.3.2.2. Components of the compensation of Patrice Lucas, Chief Executive Officer(a) Fixed compensation
The gross amount of fixed compensation paid to the Chief Executive Officer for the financial year ended on 31 December
2023 was €750,000.

(b) Annual variable compensation
At their meeting of 14 February 2024 the Board of Directors, on the recommendation of the Compensation Committee andafter having reviewed the results of the Company and the financial results of the Chief Executive Officer during the financial
year ended on 31 December 2023, set the financial portion of the variable compensation due to the Chief Executive
Officer in respect of the financial year ended on 31 December 2023 at €787,500, i.e. 150% of the target for the financial
portion, and the ESG portion of that compensation at €71,550, i.e. 31.8% of the target for the ESG portion (i.e. a total of€859,050), i.e. 114.54% of the target).
With regard to the financial portion, representing 70% of the variable compensation, the Board of Directors therefore notedthat entitlements to variable compensation rights follow the grid below:
Achievement of the target (as a % of the target)
Objective
Adjusted EBITDA
Operating cash flows

Weighting
40%
30%

for the financial year ended on 31 December 2023
110%
115%

Amount of variable compensation(as a % of target amount)
150%
150%

Regarding the ESG portion, representing 30% of the variable compensation, the following ESG objectives were reviewed by
the Compensation Committee and the Board of Directors therefore noted that entitlements to variable compensation rights
follow the grid below:
Achievement of the target (as a % of the target)
Objective
Work accident frequency
rate (TF2)

Weighting15%

for the financial year ended on 31 December 2023
63.6 %

Amount of variable compensation(as a % of target amount)63.6 %

15%

Not achieved—%

Increase in the rate ofcullet use

The payment of the variable compensation shall be conditional upon the approval by the Company's shareholders at their
General Meeting to be held on 26 April 2024 of the components of the Chief Executive Officer’s compensation under theconditions set out in Articles L. 225-100 and L. 22-10-9 of the French Commercial Code.

(c) Exceptional bonus
None.

(d) Compensation for term of office as Director
None.

(e) Allocation of performance shares
Acting pursuant to the authorization conferred by the 22nd resolution of the Extraordinary General Meeting of theCompany’s Shareholders of 10 June 2020, the Board of Directors resolved, at its meeting held on 15 February 2023, to grantto the Chief Executive Officer 38,000 shares under the 2023-2025 Plan subject to a three-year vesting period ending on 1
March 2026 and subject to (a) the continued service of the Chief Executive Officer with the company and (b) the
performance criteria set out below:lfor 40%, a theoretical value creation target with respect to the 2023–2025 LRP (defined as the increase in the following
aggregate: 8 times adjusted EBITDA minus the net financial debt before payment of dividends and/or share buybacks),
measured between 31 December 2022 and 31 December 2025;lfor 15%, a total shareholder return (TSR) target for the Company’s share relative to the evolution of the TSR of companies
82
included in the SBF 120 index on Euronext Paris, measured between 31 December 2022 and 31 December 2025 ;lfor 15%, a total shareholder return (TSR) target for the Company’s share relative to the evolution of the TSR of a minimumof three or four listed companies in the glass industry, measured between 31 December 2022 and 31 December 2025;

82

The allocation rate for performance shares to be granted in respect of this criterion is determined as follows:- 0% if the performance of Verallia’s TSR is less than the SBF 120 TSR; and- 100% if the performance of Verallia’s TSR is equal to or greater than the SBF 120 TSR.

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l3

for 30%, sustainable development targets, in line with the targets defined in Section 2 of this Universal Registration
Document and broken down as follows:
83– a CO2 emissions reduction target of 15% ; and84– an objective to increase the percentage of women holding management positions up to 15% .
The Chief Executive Officer is subject to a 30% retention obligation for vested shares, for a period expiring at the end of his
term of office.

(f)Termination and non-compete benefits

See Section 3.3.1.3(f) above.

(g) Profit sharing and employer matching contribution
For the financial year ended on 31 December 2023, the Chief Executive Officer was not a beneficiary of the profit-sharing
agreement for employees of Verallia Packaging.
During the year ended on 31 December 2023, the Chief Executive Officer received a gross employer matching contributionof €2,000, i.e. a net amount of €1,806, in connection with the purchase of Verallia shares under the Group Savings Plan.

(h) Benefits in kind
During the financial year 2023, the Chief Executive Officer benefited from a company car, an executive unemployment
insurance scheme (GSC) and a complementary health plan.

(i)

Summary tables of the fixed, variable and exceptional items comprising the total compensation
and benefits of any kind paid during the financial year ended on 31 December 2023 orallocated for the same year to the Chief Executive Officer

Fixed compensation
Variable compensation€750,000.
€590,972 paid in 2023 for the role of Chief Executive Officer in respect of the 2022 financial year,€259,328 paid in 2023 for the role of Deputy Chief Executive Officer in respect of the 2022 financial
year, and €859,050 allocated for the financial year ended on 31 December 2023

Exceptional bonus
Compensation for term ofoffice as Director

N/A.
N/A.

Performance shares
Pension plan
Termination benefit

38,000 performance shares allocated under the 2023-2025 Plan.
N/A.
Termination benefit of up to 150% of the amount of fixed and variable compensation for the
12 months preceding the effective termination of his term of office. This would be payable in theevent of his removal from office as Chief Executive Officer, unless he is dismissed for grossnegligence or serious misconduct. No termination benefit will be paid (i) if the average rate ofachievement of the targets set with respect to the financial and ESG criteria for the variable
compensation of the Chief Executive Officer over the two years preceding the effective
termination of his term of office is below 70% or (ii) if the Chief Executive Officer leaves theCompany on his own initiative, changes position within the Group, has the possibility of invoking his
retirement rights or reaches the age of 65. If the average rate of achievement of the targets
relating to the financial and ESG criteria for the variable compensation of the Chief Executive
Officer is greater than or equal to 70% during the two years preceding the end of his term of office,the termination benefit will be payable in full.

Non-compete indemnity

A 12-month non-compete obligation,compensated by a fixed monthly benefit equal to 1/12th of
70% of the amount of his fixed and variable compensation for the last 12 months preceding theeffective termination of his term of office. In the event of the combined application of thetermination benefit described above and the non-compete indemnity, the aggregate amount of
the two benefits will be capped at an amount corresponding to the sum of the fixed and variable
compensation received by the Chief Executive Officer during the two years preceding theeffective termination of his term of office.

Profit sharing and employer
matching contribution

For the year ended on 31 December 2023, the Chief Executive Officer received a gross employer
matching contribution of €2,000, i.e. a net amount of €1,806.

Benefits in kindCompany car
Benefit of an executive unemployment insurance scheme (GSC) and a complementary health
plan.

83

Target of CO2 emissions at Group level in absolute value of 2,627kt in 2025 (excluding United Kingdom) for scopes 1 and 2 (in line with SBTIand for the ESG KPIs set out in the sustainability-linked bonds).
84
Target of 35% in 2025 (excluding United Kingdom).

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Draft resolution prepared by the Board of Directors pursuant to Articles L. 225-100 and L. 22-10-8 of the French Commercial
Code for submission to the Combined General Meeting to be held on 26 April 2024
THIRTEENTH RESOLUTION(Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kind paid
or awarded in respect of the financial year ended on 31 December 2023 to Patrice Lucas, Chief Executive Officer of theCompany)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve thefixed, variable and exceptional items comprising the total compensation and benefits in kind paid in the previous
financial year or awarded in respect of the same financial year to Patrice Lucas, Chief Executive Officer of theCompany, as presented in the aforementioned report.
The tables below also show the compensation and benefits of any kind paid by the Company and any Group company
during the financial years ended on 31 December 2023 and 2022 to Michel Giannuzzi in respect of his successive terms ofoffice as Chairman and Chief Executive and Chairman of the Board of Directors and to Patrice Lucas in respect of his
successive terms of office as Deputy Chief Executive Officer and Chief Executive Officer.

Table 1 (AMF nomenclature)
Summary of compensation, options and shares granted to each executive officer(amounts paid in €)Financial year 2023 Financial year 2022
Michel Giannuzzi – Chairman and Chief Executive Officer
Compensation for the year (see Table 2 for details)€894,426
Value of multi-year variable compensation paid during the financial year——
Value of stock options granted during the financial year (see Table 4 for details)——
Value of performance shares granted—
Value of other long-term compensation plans
—
—
Total
€894,426
Michel Giannuzzi – Chairman of the Board of Directors
Compensation for the year (see Table 2 for details)€354,158€225,633
Value of multi-year variable compensation paid during the financial year——
Value of stock options granted during the financial year (see Table 4 for details)——
Value of performance shares granted——
Value of other long-term compensation plans
—
—
Total
€354,158€225,633
Patrice Lucas – Deputy Chief Executive Officer
Compensation for the year (see Table 2 for details)—€471,716
Value of multi-year variable compensation paid during the financial year——
Value of stock options granted during the financial year (see Table 4 for details)——
Value of performance shares granted——
Value of other long-term compensation plans
—
—
Total
€471,716
Patrice Lucas – Chief Executive Officer
Compensation for the year (see Table 2 for details)€1,628,455€1,074,973
Value of multi-year variable compensation paid during the financial year——
Value of stock options granted during the financial year (see Table 4 for details)——
Value of performance shares granted (see Table 6 for details)€830,688€492,057
Value of other long-term compensation plans
—
—
Total
€2,459,143€1,567,030

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Table 2 (AMF nomenclature)(amounts paid in €)Summary of compensation paid to each executive officer
Financial year 2023
Financial year 2022
Amounts allocatedAmounts paid Amounts allocatedAmounts paid

Michel Giannuzzi – Chairman and Chief
Executive Officer
Fixed compensation
Annual variable compensation(1)Multi-year variable compensation
Exceptional bonus
Compensation for term of office as Director
Benefits in kind(2)
Total

—
—
—
—
—
—
—

—
€493,723————€493,723€399,194€493,723———€1,509€894,426€399,194€1,358,597———€1,509€1,759,300€350,000————€4,158€354,158€350,000————€4,158€354,158€222,984————€2,649€225,633€222,984————€2,649€225,633

—
—
—
—
—
—
—

—
€259,328————€259,328€209,677€259,328———€2,711€471,716€209,677————€2,711€212,388€750,000€859,050———€19,405€1,628,455€750,000€590,972———€19,405€1,360,377€477,823€590,972———€6,178€1,074,973€477,823————€6,178€484,001

Michel Giannuzzi – Chairman of the Board
Fixed compensation
Annual variable compensation
Multi-year variable compensation
Exceptional bonus
Compensation for term of office as Director
Benefits in kind(2)
Total

Patrice Lucas – Deputy Chief Executive
Officer
Fixed compensation
Annual variable compensation(1)Multi-year variable compensation
Exceptional bonus
Compensation for term of office as Director
Benefits in kind(2)
Total

Patrice Lucas – Chief Executive Officer
Fixed compensation
Annual variable compensation(1)Multi-year variable compensation
Exceptional bonus
Compensation for term of office as Director
Benefits in kind(2)Total(1) Annual variable compensation is subject to performance conditions linked to the achievement of adjusted EBITDA and operational cash flow
thresholds, as well as a safety objective (workplace accident rate) and a sustainable development target.
(2) Benefits in kind consist of a company car and the executive unemployment insurance scheme (GSC).

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Table 11 (AMF nomenclature)
Indemnities or benefits due or
likely to be due as a result ofSupplementary pension
termination or change of
Employment contract
plan
duties(1)Executive officers
Yes
No
Yes
No
Yes
No
Michel Giannuzzi – term of office as Chairman and Chief Executive Officer until 11 May 2022
X
X
X
Michel Giannuzzi – term of office as Chairman of the Board of Directors from 12 May 2022
X
X
X
Patrice Lucas – term of office as Deputy Chief Executive Officer from 1 February 2022 to 11 May 2022
X
X
X
Patrice Lucas – term of office as Chief Executive Officer from 12 May 2022
X
X
X

Non-compete
indemnity(1)
Yes
No
X
X
X
X

(1) The conditions for payment of the termination benefit of Patrice Lucas and the compensation due in relation to his non-compete undertaking aredescribed in Section 3.3.1.3

Stock option grants
Table 4 (AMF nomenclature)
Options allocated during the financial year
to each executive officer by the issuer and by any Group company

Name ofexecutive officer
Michel Giannuzzi
Patrice Lucas

Plan No. and
date
N/A
N/A

Type of options(purchase or
subscription)
N/A
N/A

Value of theoptions
according to themethod used forthe consolidated
financialstatements
N/A
N/A

Number ofoptions granted
during the year
N/A
N/A

Exercise price
N/A
N/A

Exercise period
N/A
N/A

Table 5 (AMF nomenclature)
Stock options exercised during the year by each executive officer
Name of executive officer Plan No. and date
Number of options exercised during theyear
Michel Giannuzzi
Patrice Lucas

N/A
N/A

N/A
N/A

Exercise price
N/A
N/A

Table 8 (AMF nomenclature)
Past stock option plans
Date of General Shareholders' Meeting
Date of Board meeting
Total number of shares that may be subscribed or purchased,
including the number that may be subscribed or purchasedby:Starting date of exercise period
Expiry date of exercise period
Exercise price
Exercise procedures (if the plan includes several tranches)
Number of shares subscribed for (most recent date)
Cumulative number of cancelled or forfeited options
Options outstanding at year-end

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Plan No. 1

Information about stock options
Plan No. 2
Plan No. 3

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3

Table 9 (AMF nomenclature)

Stock options granted to the top ten employees who are notcorporate officers and options exercised by them
Options granted during the year by the issuer and any
companies included in the stock option plan to the ten
employees of the issuer or of those companies who received
the most options (aggregate)

Total number of
options granted/
shares subscribed foror purchased

Weighted
average
price

Plan No. 1

Plan No. 2

N/A

Options held in the issuer and in the above-mentioned
companies that were exercised during the year by the ten
employees of the issuer or of those companies who exercised
the most options (aggregate)

Performance share grants
Table 6 (AMF nomenclature)
Performance shares granted to each corporate officer
Performance shares
granted during thefinancial year to each
Numbercorporate officer by theof shares
general shareholders'
grantedmeeting of the issuer
during theand of any Groupfinancialcompany (list of names) Plan No. and dateyear
Michel Giannuzzi
N/A.
Patrice Lucas
2022–2024 Plan of
35,00016 February 2022

Patrice Lucas

2023-2025 Plan of
15 February 2023

38,000

Value of thesharesaccording to
the method
used for the
consolidated
financialstatements

Vestingdate

End of lock-up
periodPerformance
conditions€492,057 01/03/2025 1 March 2025 with
Performancethe obligation to conditions describedhold 30% of in Section 3.3.2.4(e) ofvested sharesthe previous reportover the term ofoffice€830,068 01/03/2026 1 March 2026 with
Performancethe obligation to conditions describedhold 30% of in Section 3.3.2.2(e) ofvested shares
this reportover the term ofofficeTable 7 (AMF nomenclature)
Performance shares released fromlock-up for each corporate officer
Michel Giannuzzi
Patrice Lucas

Plan No. and date2021-2022 Plan

Number of shares released
from lock-up during the year
60,500 shares

Vesting conditions
Continued service + targets
set out in the Plan achieved

N/A

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Table 10 (AMF nomenclature)
History of performance share grants
Information on performance shares
Performance share plan
2021-2022 Plan
Date of the allocation decision
23 February 2021
Total number of performance shares granted, of
255,567 shares
which the number granted to:Michel Giannuzzi
Share vesting date
End of lock-up period
Number of shares vested as at 31 December 2023
Cumulative number of cancelled or expired shares
Outstanding performance shares awarded at
year-end (maximum number of shares)

60,500 shares
1 March 2023
(1)
N/A
60,500 shares
0
255,567 shares as at 31 December
2022 for an initial attributed numberof shares of 257,328 shares2021-2023 Plan
23 February 2021
207,783 shares
60,500 shares
1 March 2024
(1)
N/A
0
0
207,783 shares as at 31 December
2023 for an initial attributed numberof shares of 247,433 shares

Information on performance shares
Performance share plan
Date of the allocation decision
Total number of performance shares granted, of
which the number granted to:
Patrice Lucas
Share vesting date
End of lock-up period
Number of shares vested as at 31 December 2023
Cumulative number of cancelled or expired shares
Outstanding performance shares awarded at yearend (maximum number of shares)

2022–2024 Plan
16 February 2022
229,950 shares2023-2025 Plan
15 February 2023
277,200 shares

35,000 shares
1 March 2025
(1)
N/A
0
0
229,950 shares as at 31 December
2023 for an initial attributed number(2)of shares of 273,050 shares

38,000 shares
1 March 2026
(1)
N/A
0
0
277,200 shares as at 31 December
2023 for an initial attributed numberof shares of 297,000 shares(1) Subject to the obligation of the Chairman and of the Chief Executive Officer to retain 30% of the vested shares for a period expiring at the end of
their term of office and the obligation of the members of the Group’s Executive Committee to retain 20% of the vested shares for as long as theyremain Members of the Executive Committee.
(2) For information, 273,050 shares were granted on two occasions: 252,150 shares on 16 February 2022 and 20,900 shares on 6 December 2022.

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3

3.3.2.5. Directors
The table below shows the compensation for the term of office of Directors and other compensation received by the
non-executive members of the Board of Directors for the financial years ended on 31 December 2022 and 2023:

Table 3 (AMF nomenclature)
Table of the compensation allocated for terms of office as Director
and other compensation received by non-executive officers
Non-executive officers

Amounts allocated forfinancial year 2022

Amounts paid forfinancial year 2022

Amounts allocated forfinancial year 2023

Amounts paid forfinancial year 2023

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
€54,2430€54,243085€128,604086€128,604€89,000
0€89,000
0€89,000
0€89,000
0€93,500€1,933€93,500€1,933€98,000€6,771€98,000€6,771

0
0

0
0

0
0

0
0

€93,500
0€93,500
0€84,500
0€84,500
0€112,250€17,616€112,250€17,616€92,000€26,791€92,000€26,791

Compensation (fixed, variable)
Other compensation*
Xavier Massol
Member from 10 January 2022

€58,333
0€58,3330€92,0000€92,000
0Compensation (fixed, variable)
88
Other compensation*
Beatriz Peinado Vallejo
Member from 11 May 2022

0
0

0
0

0
0

0
0

Compensation (fixed, variable)
89
Other compensation*
Oliver Späth
Member from 6 December 2023

0
0

0
0

0
0

0
0

Compensation (fixed, variable)
Other compensation*
TOTAL

0
0
€520,37500€520,37500€617,66600€617,666

Bpifrance Investissement
Compensation (fixed, variable)
Other compensation*
Brasil Warrant Administração deBens e Empresas S.A.
Compensation (fixed, variable)
Other compensation*
BW Gestão de Investimentos Ltda.
Compensation (fixed, variable)
Other compensation*
Marie-José Donsion
Compensation (fixed, variable)
Other compensation*
Virginie Hélias
Compensation (fixed, variable)
Other compensation*
Dieter Müller
Member until July 2023
Compensation (fixed, variable)
87
Other compensation*
Cécile Tandeau de Marsac
Compensation (fixed, variable)
Other compensation*
Pierre Vareille
Compensation (fixed, variable)
Other compensation*
Didier Debrosse
Member from 11 May 2022

* Including compensation by way of expense claims.

85

Including the expense claims of Brasil Warrant Administração de Bens e Empresas S.A., which are refunded to BW Gestão de Investimentos Ltda.
Including the expense claims of Brasil Warrant Administração de Bens e Empresas S.A., which are refunded to BW Gestão de Investimentos Ltda.
Excluding the fixed and variable compensation received by Dieter Müller in respect of his employment contract with the Group.
88
Excluding the fixed and variable compensation received by Xavier Massol in respect of his employment contract with the Group.
89
Excluding the fixed and variable compensation received by Beatriz Peinado Vallejo in respect of her employment contract with the Group.
86

87

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3

CORPORATE GOVERNANCE
Compensation of corporate officers

3.3.3. Ratio of the executive officers’ level of compensation
to the average and median compensationof the Group’s employees
For the calculation of the ratios presented below in accordance with Article L. 22-10-9 I 6 of the French Commercial Code,the Company referred to the AFEP-MEDEF Guidelines dated 28 January 2021.
In particular:lthe ratios below were calculated on the basis of the fixed and variable compensation paid during the financial years
mentioned and performance shares allocated during the same periods and valued at their book value at the time ofawarding and prorated on the financial year based on the plan duration. Performance share grants are subject tocontinued service conditions and performance conditions. The valuation at the time of granting does not necessarilyreflect the value of the shares at the end of the vesting period, in particular if the performance conditions are not met.
The compensation described below is taken into account including employer charges and contributions charged on thiscompensation;lfor employees, the compensation taken into account is full-time equivalent compensation;lincluded in the calculation of the equity ratios are the Company, its direct French subsidiary Verallia Packaging, as wellas its indirect French glass-making subsidiary Verallia France, covering 97% of the total payroll in France (the headcountas at 31 December 2023 for the above subsidiaries is provided in Section 2.6 of this Universal Registration Document);lthe consolidated adjusted EBITDA is a performance indicator used by the Group in analysing and valuing its operations
and trends, measuring their performance, preparing earnings forecasts and making strategic decisions.

Annual evolution of executive officers’ and employees’ compensation in relation to the performance of the Company
Financial year Financial year Financial year Financial year Financial year
2023
2022
2021
2020
2019
Consolidated adjusted EBITDA (in € thousands)

1,108,000

865,500

678,100

625,700

615,200

Cost of average compensation of employees on afull-time equivalent basis (in € thousands, including
employer charges and contributions charged on thiscompensation)

94

84

80

82

78

Cost of median compensation of employees on afull-time equivalent basis (in € thousands, including
employer charges and contributions charged on thiscompensation)

83

73

70

72

69

Comparison of executive officers’ compensation with Group employees’ compensation
Financial year Financial year Financial year
2021
2020
2019
Cost of compensation of the Chairman and Chief Executive Officer (in € thousands,
including employer charges and contributions charged on this compensation)
Average compensation cost ratio
Median compensation cost ratio

4,346

4,737

3,189

54
62

58
66

41
46

Financial year Financial year
2023
2022
(1)

Cost of compensation of the Chairman (in € thousands, including employer charges andcontributions charged on this compensation)
Average compensation cost ratio
Median compensation cost ratio

2,374

4,062

25
29

48
56

(1) Change of governance, in May 2022: with the following impact on remuneration costs in 2022 and 2023, concerning Michel Giannuzzi. During the2022 financial year, he received fixed compensation corresponding to each of his successive mandates pro rata for each period, as indicated in
the 2022 reference document. Included in this compensation is the 2021 bonus paid in 2022 as well as the annual charge for the 2022 financial yearof Performance share plans. During the 2023 financial year, he received the fixed remuneration for the mandate of Chairman, as well as the 2022
bonus paid in 2023 for his previous mandate, in addition to the annual charge for the 2023 financial year of Performance share plans awarded
under his previous mandate.

272

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Financial year Financial year
2023
2022
(2)

Cost of compensation of the Chief Executive Officer
and contributions charged on this compensation)(in € thousands, including employer charges

Average compensation cost ratio
Median compensation cost ratio

2,591

1,224

28
31

15
17

(2) Change of governance, in May 2022: with the following impact on remuneration costs in 2022 and 2023, concerning Patrice Lucas.
During the 2022 financial year, he received fixed compensation corresponding to each of his successive mandates pro rata for each period, as
indicated in the 2022 reference document. In addition, the annual charge for the 2022 financial year of the 2022-2024 Performance share plan,awarded in 2022.
During the 2023 financial year, he received the fixed remuneration for the CEO mandate and the 2022 bonus paid in 2023. In addition, there is theannual charge for the 2023 financial year relating to the 2022-2024 Performance share plan and the 2023-2025 Performance share plan.

Draft resolution prepared by the Board of Directors pursuant to Article L. 225-100 II. of the French Commercial Code forsubmission to the Combined General Meeting to be held on 26 April 2024.
FOURTEENTH RESOLUTION(Approval of the information required in respect of Article L. 22-10-9 I. of the French Commercial Code relating to thecompensation of corporate officers)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary
general meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French
Commercial Code and included in section 3.3 of the Company’s 2023 Universal Registration Document, approve theinformation referred to in Article L. 22-10-9 I. of the French Commercial Code, as presented in the aforementioned
report.

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274

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

4

RISK FACTORSAND RISKMANAGEMENT

4.1.

Description of risk factors

277

4.1.1. Risks related to the Group’s external
environment277

4.1.2. Operational risks
4.1.3. Risks related to climate andenvironmental challenges
4.1.4. Financial risks295

4.1.5. Legal risks

299

4.2.

Risk management and internal
control system

302

4.2.1. Risk management policy

302

280

4.2.2. Information system

305

290

4.2.3. Insurance policies

306

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4

RISK FACTORS AND RISK MANAGEMENTThe Verallia Group drives its business in a constantly changing environment and is exposed to risks that could have amaterial adverse effect on the Group, its business, financial condition, results of operations or prospects, and which areimportant to bear in mind when making investment decisions.
The risks presented in Chapter 4 of this Universal Registration Document are not exhaustive, and other risks, unknown or forwhich the occurrence is not, as of the date of this Universal Registration Document, considered likely to have a material
adverse effect on the Group, its business, financial condition, results of operations or outlook, may exist or could arise.
The main risks described in this chapter are those identified as part of the mapping of the Group’s major risks, which assesses
their criticality, i.e. their severity and probability of occurrence, after taking into account the risk prevention andmanagement measures implemented by the Group.
In the table below, the abbreviation "CSR" highlights the risks that relate to corporate social responsibility.
Risk category

Description of the risk

Degree of criticality

Risks related to theGroup’s external
environment

Risks related to changes in demand for glass packaging, competition fromproducers of other types of packaging and the possible substitution of othermaterials for glass packaging

ppp

High

Risks related to energy shortages and costs

ppr

MediumRisks related to changes in the price and shortages of raw materials and cullet
(CSR)

ppr

MediumRisks related to IT systems (CSR)

ppp

High

Risks related to geopolitical aspects and Group's international activities

ppp

High

Risks related to the operation of industrial sites

ppr

MediumRisks related to the balance between supply and demand and adaptation of
manufacturing facilities

ppr

MediumRisks related to the implementation of the Group’s operational excellence
programme

ppr

MediumRisks related to occupational health and safety (CSR)

ppr

MediumRisks related to relationships with certain strategic suppliers and subcontractors
(CSR)

ppr

MediumRisks related to labour relations and human resources (CSR)

ppr

MediumRisks related to acquisitions and partnerships

ppr

MediumOperational risks

Risks related to defective products

prr

Low

Risks related toclimate andenvironmental
challenges

Risks related to environmental regulations (CSR)

ppp

High

Risks related to the energy transition (CO2 reduction) (CSR)

ppp

High

Risks related to the physical impacts of climate change (CSR)

ppr

MediumFinancial risks

Risks related to exchange rates

ppr

MediumRisks related to substantial investments and their financing

ppr

MediumRisks related to the Group's borrowings and liquidity risk

prr

Low

Compliance risks (CSR)

ppr

MediumRisks related to taxation and customs barriers (CSR)

ppr

MediumRisks related to litigation and ongoing investigations, particularly in relation to
occupational diseases (CSR)

ppr

MediumEnsure a safe
and inclusive
work
environment forall

Business
ethicsLegal risks

The Group’s strategic pillars
Strategic pillars

Pursuedisciplined
growth276

Increase
operational
excellence

Invest for asustainable
futureESG pillars

Anchor a strong
and inclusive
entrepreneurial
cultureVERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Enhance thecircularity ofglass
packaging

Decarbonise
our activities

RISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1. Description of risk factors
4.1.1. Risks related to the Group’s external environment
4.1.1.1. Risks related to changes in demand for glass packaging, competition fromproducers of other types of packaging and the possible substitution of othermaterials for glass packaging
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s business may be impacted by:llchanges in demand for glass packaging due toseveral factors including changes in consumption
patterns, changes in laws relating to glass containers
or the long-term decline in wine consumption inmature markets. Demand may also be impacted by
the seasonal nature of some of the products
marketed by the Group’s customers (beers, roséwines, spirits, etc.) and by economic conditions,particularly the price sensitivity of certain products
consumed on a more occasional basis, such as spirits
and champagne;
strong competition in each of the Group’s businesssegments and countries of operation, essentially due
to a variety of manufacturers of other types of
packaging(plastic
packaging,aluminium,
cardboard, etc.) and other forms of food packaging(draught beer, coffee capsules, individual dispensers,bulk, etc.). This, combined with competition from theGroup’s direct competitors (see Section 4.1.2.4 “Risks
related to the balance between supply and demand
and the adaptation of manufacturing facilities”), hasin the past and could in the future cause excess
capacity in certain countries, thereby lowering prices
across the sector for varying lengths of time.

MAIN RISK MANAGEMENT SYSTEMSThe Group has measures in place to manage these risks at
operational level:la diversified customer portfolio (as of 31 December 2023,
the Group’s top 10 customers accounted for less than 18%
of consolidated revenue and the biggest customer
represented approximately 5% of consolidated revenue);ldiversification across a wide range of end markets, limiting
dependence on any one country, segment of glass
packaging market or customer;la product offering developed and tailored to theconstraints of the Group’s customers, evolving consumer
preferences, and meeting high quality and safety
standards;lrelatively flexible and adaptable manufacturing facilities,
with a view to quickly allocating and adjusting production
in line with changes in demand;ldefinition and implementation of a Business Continuity Planin all plants.

The Group systematically ensures that the products it
develops are adapted to:lthe increasing complexity of production methods;lchanges in consumer preferences;lchanges in safety laws.

Furthermore, the Group is a member of the European
Container Glass Federation (FEVE), the Glass Packaging
Institute and the Friends of Glass community. It also
participates actively in the Friends of Glass campaign “LookBeyond The Label” to promote the use of glass packaging, as
well as FEVE’s efforts to promote the collection of used glass(target collection rate of 90% in Europe by 2030).

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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4

RISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4.1.1.2. Risks related to energy shortages and costs
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s manufacturing activities consume aconsiderable amount of thermal and electrical energy,
which accounts for a significant portion of its operating
expenses (approximately 27% of the cost of sales in2023). Significant increases or changes in the price ofenergy resources may have a material adverse effect on
the Group’s business and its operational results. Energy
shortages may also occur, negatively impacting theGroup’s business and objectives. The Group obtains its
supplies of electrical energy from local providers in eachcountry and does not always have an alternative supply
solution. As such, it may be subject to interruptions ofelectricity supply or price increases. For its thermalenergy supply, the Group buys fossil fuels on theinternational markets and is therefore exposed tofluctuations in the price of such materials.

MAIN RISK MANAGEMENT SYSTEMS

Guaranteeing energy supplies to the Group’s plants requires
rigorous management of contracts and various actions aimedat:l

implementing a hedging strategy whose purpose is tominimise exposure to price fluctuations. The hedging
strategy consists in hedging over three years 85% of
estimated future consumption at the end of the year underconsideration (so that consumption is fully-hedged for thefollowing year, 50%-hedged for the year after that and
25%-hedged for the year after that). These parameters arethen validated at Energy Committee meetings attended
by the Chief Executive Officer, the Chief Financial Officer,
the Operations Director and the Group Purchasing
Director. The Group also has the option of purchasing on a
forward basis to mitigate the effects of fluctuations in fuelprices;lensuring that most of the Group’s plants can switch fromgas to fuel oil in the event of a shortage minimizing theimpact on the production continuity plan;lintroducing price revision clauses in the Group’s multi-yearsales contracts with its biggest customers, notably taking
into account changes in energy costs and inflation;lapplying a dynamic commercial policy within the Group,with a view to negotiating selling price increases withcustomers (i.e. for contracts without price adjustment
clauses, which represent most of the sales contracts
entered into by the Group).

Energy shortages and the use of alternative sources canmake production more expensive, but also cause
slowdowns or stoppages in activity.
Similarly, the Group may be exposed to the risk ofchanges in subsidies and other government measuresrelated to the cost of energy introduced by authorities incertain countries (particularly Germany and Italy) (seeSection 1.5.3.1.2 “Regulations for the glassmaking
industry”). These subsidies could be called into question,in particular due to the application of European rules onstate aid.

278

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.1.3. Risks related to changes in the price and shortages of raw materials and cullet
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s industrial activities partly depend on certain
raw materials (glass sand, limestone, soda ash andcullet), which could be affected by price increases
stemming among other factors from an imbalance
between supply and demand.

MAIN RISK MANAGEMENT SYSTEMSThe Group must therefore consider a number of risk
factors:l

disruption of supply chains, with certain raw materials
not available near production sites;lpackaging costs (wooden pallets, plastic film, etc.)
and transport costs, which can account for asignificant proportion of the final price;limbalance between supply and demand that can
result in tight markets creating a difficulty in supplying
a raw material or resulting in high demand for it;lscarcity of certain components such as cullet,
creating the need to increase the proportion of soda
ash needed to produce glass, resulting in higher
energy costs and consumption and a need to
introduce offset measures to meet CO2 reduction
targets.

The risk of supply disruption is particularly high for the Group
due to the technical nature of its products and requirements
in terms of consistency of product performance. The Group
has therefore taken steps to anticipate and prevent supply
risk:lclose monitoring of the markets and negotiation with theGroup’s suppliers with the support of the Purchasing
Department to adapt business continuity plans and secure
price structures best suited to changes in raw material orenergy costs in the short and medium term;lpass-through of increases in raw material costs, directly or
indirectly, to the Group’s selling prices, thanks notably tothe price revision clauses included in some of its multi-year
contracts or through commercial negotiations withcustomers.

For cullet, the Group has developed a number of initiatives
aimed at optimising its use by increasing the collection ofhousehold glass and improving the quality of cullet during its
treatment. To that end, the Group has:lsigned joint venture contracts to secure the volume ofcullet or increase its use in glass production;lbuilt cullet treatment units using new treatment solutions inorder to be able to recycle more cullet in the Group’s own
furnaces;lset a strategic target, included in the CO2 emissions
reduction plan, for the rate of use of external cullet
developed at local and Group level and adopted in all
entities;ldiversified external sources of treated cullet to mitigate
price increases for the portion of cullet not covered by
Verallia’s facilities (owned directly or through partnerships).

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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4

RISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4.1.2. Operational risks
4.1.2.1. Risks related to IT systems
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group relies on its information systems to run its
business (especially to manage furnaces, monitor
supplies, orders and product invoicing, communicate
with customers, manage personnel and provide thenecessary information to its various operational
managers for decision-making). Accordingly, the Groupfaces the following main risks:lrisk of IT system failure. IT systems are ubiquitous in theGroup’s business, and the failure of one or more ofthem could cause a business interruption or
slowdown;lrisk of cybercrime. Through contamination (viruses) or
intrusion into computer systems, cybercrime can haveserious consequences, including business interruption,
data theft, disclosure of sensitive data, manipulationof the Group’s operational or financial data,
ransomware or data loss;lrisk of failure of an IT service provider. The Groupoutsources certain aspects of its information systems
and certain activities in order to optimize themanagement of its resources and improve theefficiency and security of its IT infrastructure. Despite
the care taken in the selection of these service
providers, there is a risk that they may fail to fulfil their
obligations.

MAIN RISK MANAGEMENT SYSTEMSThe Group has implemented a comprehensive IT security
policy that is reviewed annually, and which involves:limplementing an IT security plan built on five pillars: i)constant updating of systems, workstations and servers,
including security at industrial sites, strong authentication
for remote access and privileged user accounts, and a
backup plan; ii) securing access and application rights; iii)
detection of anomalies for maximum responsiveness; iv)
user awareness; and v) governance based on bestpractices;l

implementing action plans to strengthen the security of IT
infrastructure and equipment;lintroducing a centralised monitoring system (Security
Operation Center) allowing the detection and analysis ofanomalies and rapid response;l

implementing annual awareness-raising actions for all
employees regarding cyber risks, especially phishing andransomware;lperforming attack simulations (redteam) to test Group
entire strategy and processes (resilience, detection,
reaction, compliance with basic procedures, awareness,etc.);ltaking out a cyber insurance policy;la disaster recovery plan based on a regularly tested
backup, restoration and versioning policy for user (PC) andapplication (servers) data;lin the interest of cybersecurity, and in line with specific
GDPR rules, implementing a GDPR and Security
questionnaire for the Group’s private and sensitive data
inventory undertaken in connection with each new project
coordinated by the security team and the legal team.

280

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.2.2. Risks related to geopolitical aspects and the Group’s international activities
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group operates 34 industrial sites and is present in 15
countries. Its employees and activities may be directly or
indirectly affected by periods of economic, political or
financial instability in certain parts of the world (war,revolution, major social conflicts, devaluation, financial
crisis, geopolitical tensions, hyperinflation in Argentina,difficulties in executing contracts, particularly in Russia or
Ukraine, tensions in the Middle East and the Far East,etc.).
Geopolitical risks and tensions do not evolve in a linear
way; rather, they are subject to antagonistic movements
in line with diplomatic developments. The result is thatmounting geopolitical tensions can further heighten
economic risks and may fundamentally alter the longerterm global economic order by applying pressure,causing shifts in trade in energy and a reconfiguration of
supply chains.
More specifically, the current geopolitical situation
involving Russia and Ukraine could result in a slowdownof the economy, inflation, more stringent regulations
and/or have other negative consequences in thosecountries, which could limit the Group’s ability tocontinue or develop its activities, and/or expose it toconstraints, additional costs or fines in the event of noncompliance with the regulations in force.
The recent Israeli-Palestinian conflict could give rise tofuel shortages or have a bearing on fuel prices.
Ultimately, a change in economic, political, social,health or regulatory conditions could expose the Groupto risks to its business, assets, employees, financial
position and reputation.

MAIN RISK MANAGEMENT SYSTEMSThe geographical diversity of the Group’s industrial sites is
aimed at limiting the potential impact of a crisis on a local
market. The Group has also established Group and Division
Risk Committees with the aim of:lregularly monitoring the effective implementation of theGroup’s key management procedures;lobtaining quarterly letters of representation signed by theDivision Directors;lensuring strict local monitoring of changes in thegeopolitical and economic environment in the countries
where the Group operates;limplementing a compliance policy and mandatory inhouse training in ethics and compliance in the countries
where the Group operates;lmandatory training to all populations concerned,
particularly regarding embargoes rules and sanctions ;lconducting systematic reviews of applicable sanctions
with the help of external advisors and mass checks of all
suppliers and customers;lcoordinating an insurance programme covering all of thesubsidiaries’ risks locally and through master policies at
Group level covering the differences in conditions andlimits compared with local policies;lpaying particular attention to Asian sourcing, which
represented less than 1% of total purchases in 2023, mainly
CapEx, with an emphasis on the development of local
alternative solutions.

The Group nevertheless monitors geopolitical developments
and the emergence of new division potentially exposed torisks, as its activities there could be impacted.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

281

4

RISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4.1.2.3. Risks related to the operation of industrial sites
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s industrial activity is based on the processingof molten materials using heavy machinery andequipment, which entails the risk of industrial accidents(including personal injury), but also potential nuisance fornearby communities and environmental hazards such asaccidental releases of polluting or dangerous products.
Those risks may be aggravated for sites exposed to aheightened risk of natural disasters.
In addition, the Group’s operations and results depend inparticular on the optimisation of its manufacturing
facilities in order to maximise production. The Group’s
manufacturing processes are characterised by highfixed manufacturing costs and continuous production
requiring its furnaces to be kept at high temperatures 24hours a day throughout the year.
Energy shortages or supply difficulties could lead tofurnaces being put on standby, and as such to atemporary halt in production.
Water is required in the Group’s production process,essentially to cool the machinery. A reduction in theavailability of water or the introduction of major supply
restrictions by local authorities might have a detrimental
effect on the continuity of the production process, by
slowing it or halting it altogether.

MAIN RISK MANAGEMENT SYSTEMSThe Group has implemented an active prevention/
protection/anticipation approach built on various pillars:ldefinition of an action plan discussed with an organisation
specialising in industrial risk prevention engineering, which
audits the Group’s plants each year;limplementation of business continuity plans at each of theGroup’s key sites to anticipate vulnerabilities and avoid
prolonged interruptions to the supply of energy or materials
needed to power machines and equipment, considering
natural disaster and other major incident risks;lpermanent commitment to develop and operate thesafest industrial processes, promoting a “zero accident”
culture;lmapping of water-stressed areas by the Group’s plants
and implementation of action plans to monitor and reducewater consumption.

Similarly, the occurrence of accidents or interruptions in
the manufacturing process could, more broadly, have asignificant negative impact on the Group’s business,earnings (maintenance of fixed costs, contractual
penalties, reconstruction of furnaces, etc.), financial
position or outlook and reputation.

282

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.2.4. Risks related to the balance between supply and demand and the adaptationof manufacturing facilities
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s business in its regional markets depends on
the ratio of glass packaging production capacity to thevolume of demand for such packaging. This ratio is aregionally relevant indicator for the Group. Transport
costs for packaging, exacerbated when there is a lackof available transport, makes it difficult to transfer excess
capacity between distant markets.
The Group must therefore consider a number of risk
factors:l

an imbalance between supply and demand in agiven market;la sudden drop in demand, resulting notably fromunforeseeable events;l

an increase in demand that is lower than the Group’s
forecasts.

In addition, the characteristics of the Group’s industrialorganization (non-stop work in five shifts, time of around
18 to 24 months required to commission a new furnace)
could restrict the possibilities of adapting supply to anincrease in demand.

MAIN RISK MANAGEMENT SYSTEMSTo ensure the smooth running of its activities, the Group
conducts regular reviews, during the development phases of
the Group’s business plans and budget, of:lthe implementation of marketing and competition
intelligence with continuous monitoring of changes in
production capacities in the Group’s direct and indirect
markets;lthe development of an internal network (sales andmanagement) heedful of demand trends and any eventthat could result in under or overcapacity in the Group’s
markets;lthe analysis of its production capacity (e.g. non-rebuild of
a furnace, extension of the downtime following furnace
repairs) and the implementation of action plan to improveflexibility (e.g. line switched to the production of jars rather
than bottles).

Similarly, a temporary inability to satisfy a sudden
increase in demand for packaging could cause some of
the Group’s customers to turn to the Group’s competing
glass makers or to switch to other types of packaging.
Lastly, the Group may have to resize, upwards or
downwards, its industrial facilities in certain divisions toadapt to these significant changes in supply or demand.
Such fluctuations could lead the Group to shut down
certain furnaces or plants, temporarily or permanently,
which could entail significant costs.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.2.5. Risks related to the implementation of the Group’s operational excellence
programme
DESCRIPTION OF THE RISKRISK MANAGEMENT

As part of its industrial strategy, the Group has been
pursuing an operational excellence programme forseveral years, which it stepped up in 2018 with the rolloutof the Verallia Industrial Management (VIM 2.0) initiative.
This initiative focuses on five areas, namely Safety,
Quality, Customer Service, Team Management andIndustrial Performance, including the reduction of
manufacturing costs through the implementation of anindustrial Performance Action Plan (PAP).
The Group intends to continue the rollout of this plan insupport of its development strategy and theachievement of the medium-term objectives set out in
Section 5.4 of this Universal Registration Document. The
Group may not be able to implement this plan within thetimeframe and in accordance with the terms initiallyplanned or may not derive the benefits initially expected
or maintain its competitive position.

MAIN RISK MANAGEMENT SYSTEMSAs part of the implementation of its operational excellence
programme, the Group has:l

set up a robust management system, hinging in particularon dashboards and in-depth monthly reviews by division;lstrengthened change management at each plant and set
up training for stakeholders, with strong support from theGroup;

larranged one session by Division per year to analyse
production losses or inefficiencies with a view to identifying
and selecting cost reduction projects for each plant. The
objectives of the PAP have been integrated into theobjectives of all plant managers and industry teams anddetermine a portion of their variable compensation;limplemented indicators relating to the objectives of theexcellence programme. These indicators are monitored
and broadly integrated into the company’s objectives andthe variable compensation system for managers.

284

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
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4

4.1.2.6. Risks related to occupational health and safety
DESCRIPTION OF THE RISKRISK MANAGEMENT

Human resources are one of the Group’s greatest
business assets, and the men and women who work for
the Group are key. Their health and safety is afundamental and permanent objective.
The Group is exposed to a risk of accidents involving its
employees or subcontractors at their workplace(particularly industrial sites, in view of the Group’s glassbusiness, which involves working in high-temperatureenvironments) or during commutes.
Although the Group makes significant efforts both toensure compliance with regulations, which are subject
to regular changes and tightening of constraints, andthe adequacy of employee training, qualifications andreliability, it cannot guarantee the absence of possible
shortcomings in these areas.

MAIN RISK MANAGEMENT SYSTEMSThe Group has implemented various measures to limit the
impact and occurrence of risks related to the health andsafety of individuals, including:la permanent commitment to develop and operate safe
industrial processes, promote a “zero accident” culture
and protect the health and safety of its employees,
notably including workstation ergonomics, the reduction ofpotential exposure to dust, legionella, noise and heat, andthe management of chemical risks, which are reviewed
periodically;lregular checks (in the form of plant audits) organised by
the Operations Department to ensure that Health and
Safety standards are compliant, and that they arereviewed and reinforced as often as necessary;ltraining of subcontractors in specific risks and in Verallia’s
tools, especially during furnace rebuilds;lthe implementation of safety indicators that are subject tocontinuous monitoring and which are largely integrated
into the company’s objectives and the variable
compensation system for managers;lthe periodic organisation of safety days with all employees
to ensure constant awareness of this risk.

The occurrence of one of these risks could therefore:llresult in substantial fines, claims against the Groupand the employing company, and the loss ofaccreditation or qualifications;severely harm the physical integrity or psychologicalsafety of employees, thereby having an impact on
the Group’s reputation.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.2.7. Risks related to relationships with certain strategic suppliers and subcontractors
DESCRIPTION OF THE RISKRISK MANAGEMENT

As part of its industrial activity, the Group uses many
suppliers of raw materials and components. The Group’s
top 10 suppliers accounted for approximately 28% of its
supplies in the year ended 31 December 2023. For
MAIN RISK MANAGEMENT SYSTEMS
certain very specific supplies of raw materials (soda ash,sand), investments (glass-making equipment, refractory
Le The Group has taken various measures to limit the impact andbricks, etc.), or even banking services, the Group occurrence
reliesof risks related to suppliers and subcontractors, including:on a limited number of suppliers that represent strategic
l the search for several suppliers where possible, and theircounterparties for the Group and its business.
geographical diversification;
The failure of significant or exclusive suppliers or, more
broadly, any disruption in the supply of key resources(raw materials or water, as mentioned in Section 4.1.1.2),
could affect the Group’s production capacity or result in
additional costs.
The Group may also, for certain services and products
provided to its customers, such as logistics or storage
services, call on subcontractors acting in the Group’sname and on its behalf.
The Group’s subcontractors may be small companies
that may derive an important portion of their revenue
from the Group. Under local laws governing thetermination of contracts by a party in a situation of
economic dependence, the Group may be exposed todifficulties arising from the termination of thesubcontracting contract and be required to pay
compensation to the failing subcontractor.
Lastly, although many measures are taken to this effect,
the Group cannot guarantee that its suppliers andsubcontractors comply with local labour laws orenvironmental and ethical standards during theiractivities, which could affect the Group’s reputation andresults.

lthe selection of suppliers offering the most innovative
products, combined with the entry into multi-year
contracts with key sector players, where this is appropriate;la highly collaborative approach aimed at sharing volume
forecasts with critical suppliers and thereby anticipating
supply issues;lparticular attention when it comes to Asian sourcing, which
represented less than 1% of purchases in 2023, mainly
CapEx, with an emphasis on developing local alternative
solutions;la steadfast desire to secure raw materials supplies,
evidenced in the Group’s joint-venture strategy, in cullet for
example;lparticular attention when it comes to supplier andsubcontractor compliance with applicable labour law,social protection law, and social and environmental
standards (mandatory signing of a Group Supplier Charter);lthe implementation of procedures for identifying cases ofsingle-source suppliers and/or economic dependence,
together with the preparation of appropriate action plans,managed by division and at central level;lthe implementation of a specific ESG (Environment, Social,
Governance) policy effective in most of the Group’s
countries of operation (see Section 2.6.1).

lthe pooling of supplier creation at entity level and thestreamlining of the global supplier base managed by theGroup so as to strengthen supplier monitoring and control.

286

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

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4.1.2.8. Risks related to labour relations and human resources
DESCRIPTION OF THE RISKRISK MANAGEMENT

Harmonious social dialogue is a critical marker of theperformance of an industrial group. Our employees andthe unions (who represent them) are key stakeholders for
the Group and its management.
In view of the company’s activities and developments,
the Group cannot rule out labour disputes such as strikes,
industrial action or other social unrest, which could
disrupt its business and have a material adverse effecton its image, business and operational results.
Similarly, the Group could be publicly attacked in thepress and held responsible for any problem, whether
internal (i.e. related to compliance with labour law, ormanagerial, financial, environmental or legal matters) orexternal (cyberattack). As a result, the Group could incur
direct or indirect costs to address reputational damage.

MAIN RISK MANAGEMENT SYSTEMSThe Group seeks to develop labour relations built ontransparency and trust. Its policy aims to keep employee
representatives regularly informed of the strategy of theGroup’s entities and to contribute to the constantimprovement of working conditions for all employees. To that
end, the following measures are in place:lthe negotiation and signing of annual agreements in the
countries where the Group operates aimed at providing forand supporting wage increases for employees. Suchagreements sometimes cover several years (as is the casein Spain, where the wage agreement covers the period
from 2022 to 2024);l

the coordination of a European Works Council that met
three times in 2023 (one plenary meeting and two
meetings of the select committee) and whose members
have received training to allow them to carry out theirduties;l

the implementation of innovative social dialogue practices
that include company employees in a pre-negotiation
process – as was the case in France with the preparations
that were made to sign an agreement on the forwardlooking management of skills;lthe implementation of awareness-raising programmes on
well-being at work, diversity and inclusion. These
programmes are developed in the Group’s various
divisions;lthe completion of an employee engagement survey every
two years and the resulting action plans to work on areas
for improvement.

In addition, sensitive issues and crisis management aremanaged internally by the Group’s HR Department. Press
relations are governed by a communication charter.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.2.9.

Risks related to acquisitions and partnerships

DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group may consider value-creating acquisitions togenerate additional revenue growth.
However, the estimated profits from future or completed
acquisitions may not materialise within the time or to theextent expected as a result of the various difficulties
outlined below.
The integration of newly acquired companies could
result in substantial costs, as well as delays or otherfinancial difficulties (such as the emergence of liabilities
greater than those assessed during the due diligencephase of the acquisition process) or operationaldifficulties (such as the inaccuracy of the assumptions
made in the business plan of the acquired companies,
particularly with regard to synergies and performance).
Moreover, acquisitions in a new country and/or in acountry that is not the Group’s home country could
involve increased risks.
In addition, in the course of its business, the Group hasentered into and may enter into a number of strategic
partnerships or joint ventures with local companies. As
part of the corresponding partnership (joint venture)agreements, the Group may be required, for the
purpose of making certain decisions, to seek theagreement of its partners, whose interests may not bealigned with its own or which may disagree with theterms of the partnership.

MAIN RISK MANAGEMENT SYSTEMSThe Group’s governance structure for its M&A projects
features an organised process for prospective acquisitions
and partnerships overseen by a Strategic Committee, towhich the main contributors are the M&A, Finance and Legalteams. The process is based on:lthe definition of a strict acquisition and partnership policy
covering both strategic relevance and valuation;lthe completion of thorough legal and financial due
diligence on targets with the support of internal and/or
external specialists;lin the event of integration, the implementation of a
specific ad hoc governance to protect the Group’s
interests and ensure the adoption of the Group’s key
procedures by the newly integrated entity;lthe coordination of the new entities’ integration, overseenby the relevant Group departments;lthe integration of joint-ventures into the Group Audit Plan
with the performance of audits that are specifically tailoredto this type of entity.

288

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.2.10. Risks related to defective products
DESCRIPTION OF THE RISKRISK MANAGEMENT

The products manufactured by the Verallia Group are ofmineral origin and could potentially fail to comply with
manufacturing standards (accidental or intentional
contamination of raw materials, failure of production
equipment or human error).

MAIN RISK MANAGEMENT SYSTEMSIn the event of products not meeting its standards, theGroup may be forced to suspend its production andincur substantial costs to:lundertake the necessary corrective actions;lcarry out recall campaigns; andlcompensate customers and/or those in the
distribution chain and/or end consumers for thedamage suffered.

Even in the absence of negligence, this risk may expose
the Verallia Group to litigation with its stakeholders andto reputational risk.

The Group has implemented an internal product stewardshippolicy built on various protocols:lcompliance of all our plants with strict food safety
regulations (Regulation (EC) No 178/2002 of the European
Parliament and of the Council of 28 January 2002) throughISO 22000, FSSC 22000 or BRC certification covering theserequirements;l

implementation of continuous improvement approaches interms of quality control and manufacturing process control;limplementation of a policy for the elimination of productsthat are deemed non-compliant from the production
chain, using automated testing equipment to monitor thequality of packaging throughout the production process ateach of its production sites;limplementation of traceability procedures allowing
packaging to be tracked from the receipt of raw materials
through to processing, production and shipping.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.3. Risks related to climate and environmental challenges
4.1.3.1. Risks related to environmental regulations
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group is required to comply with numerous laws andregulations, which differ depending on the country ofoperation. In particular, the sector is subject to strict
international, national and local regulations and to rapid
and constant technical and societal developments,
notably in relation to:lpollution prevention;lthe management of key resources (water use
restriction ordinances for example);lthe treatment of all kinds of(especially gases and effluents);lthe monitoring of industrial sites and their operating
conditions,
theirpossibledecontamination(particularly of soil);lthe treatment of packaging waste and noise pollution
from production;ll

MAIN RISK MANAGEMENT SYSTEMSThe Group takes constant actions to prevent and limit suchrisks, notably through the following measures:lsignificant and recurring investments in the renovation of
the Group’s industrial equipment (e.g. furnaces, adiabatic
cooling tower), the compliance and safety of production
equipment and facilities, and productivity improvements;lthe storage, handling, transport and treatment of
hazardous waste, dust and fumes; andISO 14001 and ISO 45001 certification for all Group glass
production sites and ISO 22000 certification or equivalentfor 34 glass production sites as of 31 December 2023 (seeSection 1.5.1 of this Universal Registration Document),
thereby ensuring that a system exists for managing theimpacts on the Group’s business;lmore generally, public health and food safety (seeChapter 1 “Legislative and regulatory environment”).

implementation ofprotective clauses;lpurchasing of insurance covering environmental pollution
risk;

l

ISO 50001 certification for energy management systems at
glass plants in France and Italy in 2022;l

the green taxonomy is monitored, with the support ofexternal consultants, and communicated and overseenby the FEVE.

industrial

waste

The high expectations of its stakeholders have led theGroup to make a firm commitment to preserving theenvironment. These specific features are reflected in risks of:lnon-compliance or inability to comply with soil
decontamination regulations, exposing it to potential
environmental liabilities;lnon-compliance or inability to comply with accepted
standards for heavy metals in the manufacture ofbottles, which may limit the Group’s ability to produce
packaging or require it to make significant
investments in order to comply with these standards;lnon-compliance or inability to control customers’ final
exports, on the use of packaging for products sold incertain US states, in violation of local regulations,
exposing it to financial penalties;lnon-compliance with or failure to implement the EU
Industrial Emissions Directive 2010/75/EU (“IED
Directive”) on soil and groundwater assessment atsome of its sites, which may reveal previously unknown
contamination.

290

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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salecontracts

withRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

DESCRIPTION OF THE RISK4RISK MANAGEMENT

Glass production is not yet included in the priority sectorsof the green taxonomy. As such, the Group has not
identified any eligible revenue for the 2023 financialyear.
The proper functioning of the Group’s activities depends
accordingly on compliance with these legal andregulatory constraints. Failure by the Group to comply
with applicable regulations in the future could trigger thewithdrawal of operating licenses, cause its liability to be
incurred or subject it to fines. Similarly, investments may
also be required to limit the environmental impact, andfailure to make such investments may expose the Groupto civil or criminal penalties.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.3.2. Risks related to the energy transition (CO2 emissions reduction)
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group’s glass business has a high carbon footprint insofar
as calcium carbonate and sodium carbonate, the mainmaterials used in glass manufacture, release CO2 when they
are melted, and glass melting accounts for approximately 75%of the energy consumed at industrial sites, which is provided
chiefly by the combustion of fossil fuels (mainly gas at thistime). Therefore, climate risk (emissions and greenhouse gases)
is closely related to access to energy sources and raw
materials, and the Group must therefore consider a number ofrisk factors relating to the inability to:lincrease the share of decarbonised raw materials;lincrease cullet consumption;loptimise the energy consumption in the Group industrial
facilities;lreduce Scope 1 and 2 emissions from our various sites.

In addition, certain environmental regulations aimed at
reducing carbon dioxide emissions and introducing carbon
dioxide emission allowances have been and will continue tobe adopted (see Section 1.5.3 “Regulatory environment”).

MAIN RISK MANAGEMENT SYSTEMS“Re-imagine glass for a sustainable future”, the Group’s
purpose, is informed in large part by environment and climate
risk. The Group has therefore set itself the goal of being thesector leader, with very ambitious CO2 emission reduction
targets validated by the SBTi and aligned with the aim oflimiting global warming to 1.5°C.
These targets have become a major strategic focus for
Verallia, reflected in a number of aims:lthe target of reducing CO2 emissions (Scopes 1 and 2) by
46% in absolute terms, with 2019 as the baseline, by 2030
(see Chapter 2 of the Non-Financial Information Statement).
The Group aims to keep Scope 3 emissions below 40% of its
total CO2 emissions (Scopes 1 and 2);lthe strategic nature of CO2 emissions reductions for theCompany reflected in projects covering the three major
components of CO2 emissions generation at Verallia,
namely raw material emissions through specific projects oncullet consumption, energy consumption in our plants andthe supply of low-carbon or renewable energy. Scope 1
and Scope 2 emissions are monitored on a monthly basis at
plant level, and reviewed by a Group CO2 Committee; .

lthe implementation of projects to improve the energy
efficiency of industrial sites and reduce their carbon dioxide
emissions in order to adapt the Group’s industrial facilities tocurrent regulations limiting CO2 emissions and any
tightening of such regulations in the future.

As part of phase IV (2021–2030), the Group believes that,
despite its efforts to reduce its CO2 emissions, it will be obliged
to continue its policy of purchasing allowances, for significant
amounts, which could increase its operating and financial
costs.
In line with the CSR strategy, the Group has strengthened its
commitment by issuing two Sustainability Linked Bonds
indexed on the achievement of the following two objectives:
the reduction of CO2 emissions (Scopes 1 and 2) to 2,625 kt
per year by 2025, and the achievement of an external cullet
usage rate of 59% by 2025. These ambitious and binding
objectives are fully in line with the Group’s strategy to reduce
CO2 emissions (Scopes 1 and 2) by 2030 and to increase
external cullet use.
Failure to meet these criteria could result in an increase on the
coupon on these bonds.

For example, an initiative based on circular economy
principles has been implemented to recover waste energy by
extracting heat from furnaces to heat buildings (at the Wirges
and Neuburg sites in Germany).

292

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
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4

DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group has also indexed the term loan and revolving
credit facilities (RCF) provided for in the April 2023 credit
agreement to the achievement of ESG targets, namely the
reduction of CO2 emissions (Scopes 1 and 2) to 2,625 kt per
year by 2025. Failure to satisfy this specific criterion or the other
ESG criteria would result in an increase in the interest rates
payable on the term loan and revolving credit facilities (RCF).

In addition, as part of its energy and climate management
strategy, the Group is working on breakthrough technology
projects and is investing heavily in the modernisation of its
furnaces, with:

In addition, the Group’s image could be tarnished among:l

its customers, who are facing similar pressure to reduce
their CO2 emissions, and for whom CO2 intensity is amajor selection factor in purchasing decisions;l

its investors, for whom CO2 emissions reduction has
become a major driver of investment decisions;l

its employees.

lplans for an electric furnace in Cognac (France) in 2024;la hybrid furnace project, the first in Zaragoza (Spain) in 2024
and in Saint-Romain-Le-Puy (France) in 2025;l

the introduction of on-site production of Syngas (synthesisgas), earmarked for Cognac (France) in 2024;lthe construction of new installations that are more energy
efficient, helping to lower greenhouse gas emissions.

Lastly, a hedging policy is in place for Verallia’s CO2 quotas
purchases (within the limits of the visibility offered by theallowance mechanism).

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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RISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4.1.3.3. Risks related to the physical impacts of climate change
DESCRIPTION OF THE RISKRISK MANAGEMENT

As a global industrial player, the Group has significant
interactions with the natural environment. As such, theGroup is naturally exposed to climate risks at its various
sites, particularly in Argentina, Chile, Germany and Italy,
located in seismic or flood-prone areas.

MAIN RISK MANAGEMENT SYSTEMS

Given the impact of climate change, it is possible thatthe frequency of certain extreme events will be greater(e.g. storms, earthquakes, floods) or that local weather
conditions will be more durably impacted (higher
temperatures, more frequent droughts, reduction in local
water resources, etc.). The Group’s activities could well
be disrupted by such weather events, which could havean effect on its activities (destruction of sites orinterruption of production), earnings (increase ininsurance premiums or costs related to repairs, etc.),
financial position or outlook.

To date, the Group has seen few occurrences of extreme
events impacting its activities. Nevertheless, the Group has
implemented:
la worldwide property and casualty insurance programmewith renowned, financially-sound insurance companies,
covering the major risks to which the Group’s industrial
facilities might be exposed, and in particular damage andbusiness interruption caused by natural disasters;la climate scenario analysis for all Group sites, together withactions;la risk mitigation and business continuity plan for each site.

In particular, when it comes to production and supply forcustomers in Argentina, and in Chile, given that theGroup has only a single production site there, it would be
difficult to fall back on alternative solutions using anotherGroup production site.

294

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4

4.1.4. Financial risks
4.1.4.1. Risks related to exchange rates
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group is present in 15 countries and may therefore
be subject to operating currency risk. The preparation of
the Group’s financial statements (denominated in euros)
requires the conversion of assets, liabilities, income andexpenses into euros at the applicable exchange rates.

MAIN RISK MANAGEMENT SYSTEMS

Beyond this foreign exchange risk, the Group’s results are
not significantly affected by changes in exchange rates,
as most of the Group’s costs and revenues aredenominated in the same currency as a general rule.
This is due to the regional or local nature of the Group’s
markets.
However, some subsidiaries that export products in thecurrency of the importing country may be exposed to
exchange rate fluctuations.
Similarly, some subsidiaries are financed by the Group in
their functional currency or in the Group’s currency,
which may give rise to a financial currency risk. This
exposure is also hedged in keeping with the Group’s
policy on the management of currency risk. The Group's
main currency of exposure to exchange rate risk is theBrazilian real, for which the sensitivity on shareholders'equity is described in note 20.2.2 "Exchange rate risk" in
the Group's consolidated financial statements.

The Group has implemented a currency hedging policy to
reduce its exposure to adverse currency fluctuations. It isbased on:lregular monitoring and assessment by the Group of
exchange rate trends;linvoicing by operating subsidiaries in their functional
currency wherever possible;llocating the Group’s production sites close to its customers
where this is possible;lpurchasing of derivative currency hedging instruments by
the subsidiaries exposed to foreign exchange risk.

In the normal course of business, the Group may also be
exposed to foreign exchange risk on certain financial
liabilities denominated in a currency other than thefunctional currency of certain subsidiaries.

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.4.2. Risks related to substantial investments and their financing
DESCRIPTION OF THE RISKRISK MANAGEMENT

In order to maintain the operational excellence of its
industrial facilities, the Group makes significant recurringinvestments, which have represented more than €200
million per year in recent years, including expenses
related to the construction of new equipment and thereconstruction and maintenance of its existing facilities.
The Group may be unable to finance such expenditure if
it does not generate enough cash from operations or if
its available credit facilities are insufficient. The Group’s
ability to generate cash flows depends in particular on
demand for its products, the cost of energy and raw
materials, and its success in reducing costs (PAP).
Were the Group unable to meet its investment needs forany reason, it might not be in a position to maintain anddevelop its production capacity, which might have an
adverse effect on its business, earnings, financial
position, non-financial position (CO2 emissions) andoutlook.

MAIN RISK MANAGEMENT SYSTEMSThe Group pursues a disciplined investment policy andtherefore seeks to:lensure strict and continuous monitoring of its results(including profitability, cash and cost saving plan) toensure sufficient cash generation to cover day-to-day
operations (Investment Committee);limplement funding lines in order to pursue its industrial
policy, including through investments related to theimplementation of the CO2 emissions reduction plan.

296

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.4.3. Risks related to the Group’s borrowings and liquidity risk
DESCRIPTION OF THE RISKRISK MANAGEMENT

Financial indebtedness could affect the Group’s businessby limiting its flexibility to adapt to changes in the industry,increasing its vulnerability to business downturns or
economic conditions, or limiting its ability to makeinvestments or pursue external growth.

MAIN RISK MANAGEMENT SYSTEMSThe Group’s debt is sensitive both to interest rates and tomarket liquidity, i.e. the cost of funding and the availabilityof funding. In the event of adverse economic conditions orindustrial and commercial activity, the Group’s ability tocomply with the covenants contained in its various
financing documents and meet its obligations may beaffected. Furthermore, under the terms of the credit
agreement entered in April 2023, the Group would be
required to show a certain financial ratio were the longterm credit ratings assigned to Verallia by S&P and Moody’s
to fall below BBB- and Baa3, respectively (see Note 17.6
“Covenants” to the Group’s consolidated financial
statements).
A breach by the Group of its commitments or thesecovenants could constitute an event of default under theGroup’s various financing documents. In the event of a
default that is neither remedied nor waived, the relevant
creditors may terminate their commitment and/or require
all outstanding amounts to become immediately due andpayable. This could activate cross-default clauses on otherGroup contracts. Such events could have a material
adverse effect on the Group, and even lead to its
bankruptcy or liquidation.

The Group’s overall exposure to liquidity risk and interest raterisk is managed by the Treasury and Financing Department.
The Group’s policy aims to:lcalibrate financing requirements based on short-, mediumand long-term cash flow projections for all Group
companies (monthly three-month forecasts, monthly
annual budget, three-year strategic plan);lensure the sustainability of its financing and, in line with thisobjective, diversify sources and stagger maturities while
optimising financial costs (see Note 17.2 to the Group’s
consolidated financial statements);limplement, in accordance with the guidelines set by theCompany’s Board of Directors, a policy aimed at securing
the financial cost of the Group’s overall medium-term debt
against the risk of interest rate fluctuations.

The Group is also exposed to the risk of interest rate
fluctuations insofar as a portion of its debt bears interest at a
variable rate equal to EURIBOR plus a margin. In addition topotential fluctuations in EURIBOR, the margins applicable
under the Senior Credit Agreement may increase (ordecrease) depending on the level of the Group’s pro forma
consolidated total net debt-to-EBITDA ratio. (see Section
5.2.8 “Material Contracts” and Note 20.2.1 “Interest rate risk”
to the Group’s consolidated financial statements).

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

DESCRIPTION OF THE RISKRISK MANAGEMENT

In addition, the Group has issued two sustainability-linked
bonds, for which there may also be a risk that it will be
unable to honor the commitment made under thesustainability-linked framework. An event or failure of thatnature could damage the Group’s reputation with bondinvestors, and the missed targets would increase thecoupon by 12.5 and 10 basis points, respectively, but would
not constitute an early redemption case in respect of thebonds.
The credit agreement entered in April 2023 contains
undertakings given by the Group based on ESG criteria.
Any failure to honor these undertakings could increase theinterest rates on the term loan facility and the RCF by amaximum of 5 basis points, but would not constitute an
early repayment case under the credit agreement.

298

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.5. Legal risks
4.1.5.1. Compliance risks
DESCRIPTION OF THE RISKRISK MANAGEMENTThe Group operates in several countries where the risk ofcorruption may be perceived as significant (Brazil,
Argentina, Chile, Russia and Ukraine). In addition, due to
its market and geographical scope, the Group is also
exposed to risks related to the violation of competition
law requirements and risks related to the non-compliant
processing of personal data.
Unethical practices or practices that do not comply withapplicable laws and regulations on the part of its
representatives or employees could expose the Group tocriminal and civil penalties and may damage its image.

MAIN RISK MANAGEMENT SYSTEMS

To meet its ethical and legal obligations, the Group has
implemented a compliance programme comprising:l

the introduction of a Code of Ethics, an anti-corruption
and influence peddling policy, an antitrust policy, anagents and intermediaries policy, a gifts and invitation
policy and rules within non-profit organisations;lthe implementation of a compliance training programme;lan anonymous whistleblowing
employees and third parties;l

one compliance officer per legal entity;lthe integration of compliance risks in internal audit controls
and work programmes, with the implementation specificaudits to cover such risks;lthe assessment of specific Group partners (such as
customers, suppliers and agents) according to the internal
criticality assessment carried out in accordance with theGroup’s established methodology;

lcountry-specific updates regarding legislation on personal
data processing, IT analysis, identification of relevant data
controllers and training on personal data processing.

systemavailable

toPursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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Description of risk factors

4.1.5.2. Risks related to taxation and customs barriers
DESCRIPTION OF THE RISKRISK MANAGEMENT

Due to its international operations, the Group is subject
to complex and varied tax regulations, notably as
regards transfer pricing, which may be interpreted indifferent ways.
The multiplication, complexity and instability of tax
regulations and their interpretation, particularly in acontext of international tax competition and theoverhaul of international tax rules under the impetus of
the OECD, the European Union and national
governments, are all risk factors for the Group.
Failure by the Group to comply with applicableregulations could result in financial and/or criminal
penalties, or even temporary or permanent closure of
the relevant sites.
In addition, in view of the Group’s activities, a growing
proportion of its customers, particularly wine and spirits
producers in France, Italy and Spain, have export
activities that could be impacted by the increase incustoms barriers and other trade restrictions applicableby certain countries, which could lead to a reduction in
their orders placed with the Group. A broadening of thetax base to include exports of still wines, including in bulk,
as well as wine-based spirits, could have an impact on
the Group’s business, which remains limited to date,considering internal estimates.

MAIN RISK MANAGEMENT SYSTEMSThe Group has implemented:la transfer pricing policy adapted totransactions carried out by its companies;ltax monitoring by staying abreast of legislative andregulatory developments and by participating inspecialised conferences.

ESG

STRATEGIC

300l

the diversification of its geographical locations reduces its
exposure to increases in customs barriers, which can favour
countries not affected and partially offset the negative
impact on others;l

it regularly monitors the evolution of the negotiations onthese issues, in particular with Russia, the United States andthe post-Brexit United Kingdom, and prepares appropriate
action plans.

Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

various

Furthermore, the Group takes steps to ensure it does not haveany subsidiaries in countries on the European Union’s “list of
non-cooperative jurisdictions for tax purposes”. With regard toregulations on customs barriers, the Group ensures that:

KEY TO PILLAR SYMBOLS
Pursue disciplined growththeRISK FACTORS AND RISK MANAGEMENT
Description of risk factors

4

4.1.5.3. Risks related to litigation and ongoing investigations, particularly in relation to
occupational diseases
DESCRIPTION OF THE RISKRISK MANAGEMENT

The activities of the Group’s companies may give rise tolegal proceedings in criminal, tax, labour andenvironmental
matters,
aswell
asarbitration
proceedings in civil liability, competition law andintellectual property matters. The Group may also be
exposed to administrative proceedings.
More specifically, the Group is exposed to claims in
respect of occupational diseases, especially due to theGroup’s glass business.
As such, the Group may be exposed, particularly inFrance, to:llegal proceedings for recognition of the occupational
nature of asbestos-related illnesses;lclaims for “anxiety-related damages” sufferedbecause of alleged exposure to harmful or toxic
substances likely to engender a high risk ofdeveloping a serious pathology.

MAIN RISK MANAGEMENT SYSTEMS

To comply with current regulations, the Group:l

has an asbestos removal plan for its facilities in eachcountry, which continues to be rolled out. The target ofremoving all asbestos has been achieved in somecountries, as was the case in both Germany and Italy in
2022;

l

has implemented a Group Health and Safety policy aimed
at improving working conditions.

Other related legal claims may also be brought byemployees or former employees of the Group. Suchclaims are mainly within the field of occupational health(noise, exposure to dangerous products, smoke
inhalation, etc.).

Pursue disciplined growth

ESG

STRATEGICKEY TO PILLAR SYMBOLS
Enhance the circularity of glass packaging

Increase operational excellence

Decarbonise our activities

Invest for a sustainable future

Ensure a safe and inclusive work environment for all

Anchor a strong and inclusive entrepreneurial culture

Business ethics

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RISK FACTORS AND RISK MANAGEMENT
Risk management and internal control system

4.2. Risk management and internal
control system
4.2.1. Risk management policy
4.2.1.1. Objectives, organisation, mechanisms
Objectives
Risk management is closely monitored by the Group’s management, with the support of internal control and internal audit
teams:
risk management consists of identifying, assessing and prioritising risks in order to ensure that the Group’s risk
management strategy is the most appropriate. Risk management also allows to mitigate significant residual risks and to
define and monitor the action plans put in place;l the main objective of internal control is to enable the Group to achieve its objectives by defining and implementing
appropriate controls to identify risks related to the Group’s activities;llinternal audit ensures the effectiveness of internal control systems and provides recommendations for improvement
where appropriate.

Organisational framework
Organisation in place in 2023:

At Group level
The identification and treatment of the Group’s major risks are monitored by a dedicated team that reports directly to
the Finance Department, under the supervision of the Group Risk Committee. Such an organizational structure enables
the Group to identify and prevent the risks it may face. The Risk Department, which is part of the Audit and Internal
Control Department, regularly reports to the Audit Committee.
l The Risk, Audit and Internal Control Department, which reports hierarchically to the Chief Financial Officer andfunctionally to the Group’s Chairman and Chief Executive Officer, is responsible for defining an audit program thatmonitors and takes into account the mapping of major risks. The Risk, Audit and Internal Control Department regularly
reports to the Audit Committee. It plays a central role in establishing an internal control reference framework at Groupand subsidiary level, defining the appropriate controls to be put in place to address the risks identified and coordinating
the subsidiaries’ internal control systems.
l

At legal entity levell

Risk management and internal control are the responsibility of the operational departments of each of the Group’s
entities, under the functional control of the Group’s Risk, Audit and Internal Control Department. Within each of these
entities, the person responsible for risk management (generally the Chief Financial Officer, or a person under his or her
hierarchical or functional responsibility) is in charge of verifying the proper application of prevention procedures and has
the possibility of implementing new procedures.

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Organisation of major risks, audit and internal control

Governance
The Audit Committee monitors risks and, in conjunction with the Sustainable Development Committee, also monitors nonfinancial risks. In addition, since January 2019, a Group Major Risks and Compliance Committee has been meeting in orderto monitor the action plans for internal control, risk management, compliance and audit. Risk committees also meet
regularly at division level.

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Risk management and internal control system

Risk management and internal control system
The Group’s overall risk management and internal control system is applied at various levels (sites, functional departments,
subsidiaries, divisions) and is based on several elements, including:lmanagement of industrial and cyber risks;lmanagement of other operational risks;lmapping of the Group’s major risks;lmapping of the Group’s corruption risks;lmonitoring of the Group’s internal control system. Internal control also runs an annual self-assessment campaign of its
internal control systems carried out by all the Group’s operating entities and monitors the related action plans;lcompliance monitoring system;linternal audit, which, as an independent assurance role, evaluates the effectiveness and functioning of the mainprocesses of the audited companies, in coordination with other risk management systems, and reports to the Group Risk
Committee and the Audit Committee.

The Statutory Auditors review the internal control system and procedures and carry out an annual assessment of the internal
control system. They participate in all Audit Committees.
With regard to internal control and risk management, at the date of this Universal Registration Document, the Group follows
the main recommendations proposed by the AMF’s reference framework and application guides and therecommendations of the working group’s report on the Audit Committee, published in July 2010.

Audit plan, mission, and follow-up
The purpose of internal audit is to provide objective assurance and propose improvements regarding the internal control
system, processes, and governance.
The internal audit missions are scheduled according to an audit plan based on major and operational risks and are thenapproved by the Audit Committee.
The audit plan includes:
full audits of the Group’s operational entities, based on the annual self-assessment questionnaire on internal control andspecific risks related to the Group’s entities;
l cross-functional audits on a specific topic related to the Group’s internal control system, which may be carried out on
one or more of the Group’s entities or the Group as a whole, depending on specific needs;llfollow-up audits of action plans on site or remotely when necessary; andlanti-corruption audits.

The final report, including action plans, is validated by the Internal Audit Director and sent to the Chief Executive Officer
and the Chief Financial Officers of the Group and the audited entity.
The action plan is shared with Group Internal Control and progress made in the implementation of the action plans isregularly monitored, in particular at the Group Risk and Compliance Committee meetings. To adapt to the particular
context of the conflict opposing Russia and Ukraine, an agile remote auditing system can be put in place, where necessary,with the support of local providers as required.

Procedures for the preparation and processing of accounting and financial information
Internal control relating to the disclosure of accounting and financial information is based on the organisation of the
Finance Department, on all its procedures and on financial controls (budgetary process, monthly accounting,management reporting and forecasting, financial and operational performance review, etc.).
Under the authority of the Chief Financial Officer, the teams in charge are responsible for:lpreparing the Group’s consolidated financial statements and the parent company financial statements;lpreparing the budget and monitoring its execution through monthly management and performance reports;limplementing the Group’s accounting and management principles, procedures and guidelines, and updating themwhen standards change.

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Risk management and internal control system

4

In addition, the Internal Control unit assists the various Group entities in implementing the Group’s financial processes.
Internal Audit is responsible for implementing the internal financial and accounting control system and takes part in secondlevel controls on key controls.

4.2.1.2. Risk management
Risk management refers to the measures implemented by the Group to identify, analyse and control the risks to which it is
exposed. The risk management system is regularly monitored by the management of the Group’s operating entities. The
Division Chief Executive Officers and Verallia functional managers report major risks to the Group Risk Committee and otheroperational risks to the Risk, Audit and Internal Control Department during the audit preparation phase.
As part of its major risk management procedure, the Group maps its major risks, which are described in Section 4.1 above.
The process of drawing up and reviewing the mapping of major risks, which was introduced in 2016 and reviewed in 2018,
2020, 2021 and 2023 (every 18 months), makes it possible to identify the major risks to which the Group is exposed and toassess, for each of them, their potential impact, taking into account their criticality, i.e. their severity and probability ofoccurrence, the action plan put in place by the Group’s entities or departments, and the persons responsible for monitoring
and the associated controls.
In accordance with the procedure and depending on the actual progress of each action plan, year-end adjustments are
made on a case-by-case basis to the assessment of major risks.
In 2016, a specific corruption risk map was produced, the first major step in the rollout of a comprehensive anti-corruption
programme meeting the requirements of French law (No. 2016-1691) of 9 December 2016 on transparency, anti-corruption
and economic modernisation. The Group conducted a periodic assessment of its corruption risks in light of its existing
policies and controls and on the basis of an internal questionnaire sent to subsidiaries in 2017.
In 2018, the Group completed a formal mapping of its corruption risks based on the questionnaire created with the help ofan external service provider. The questionnaire was sent out to subsidiaries again in 2019.
In 2023, Verallia called on the services of another specialised firm to help it update its corruption risk map (last updated in2021). This involved methodological enhancements (streamlining the corruption risk and scenario reference framework,
updating the anti-corruption questionnaire in 2022, completed by all subsidiaries, arranging workshops with division/Group
key functions, producing consolidated maps at division level - in addition to entity and Group level - and defining corrective
action and improvement plans by entity). No new risks were identified, but this led to clearer classification and more refined
granularity.
The follow-up of action plan status at entity/division/Group level is effective; a progress report was made to the Risk andCompliance Committee of November meeting and regular reviews will be carried out until the action plans have been
completed.

4.2.2. Information system
The Group’s information systems come under the responsibility of the Information Systems Department and are organised bydepartment (infrastructure, applications, cybersecurity and development). They are overseen by the Group Information
Systems Director, who works with a local counterpart.
The infrastructure, messaging system, networks and systems and data hosting are essentially kept on the cloud using
solutions provided by leading cloud service providers. They are managed by external service providers who are leaders intheir industry. The service level commitments are managed by an internal team of tech and outsourced services experts,
with the exception of certain areas relating to industrial management, which require less substantial local infrastructure thatis managed in-house by the Group or by its subsidiaries. The infrastructure is managed at the central level by the Group
Infrastructure Director, who works with a local counterpart.

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Risk management and internal control system

The Group has also established a comprehensive security policy covering its information systems, taking notably into
account the lessons learned from the NotPetya cyberattack (see Section 4.1.2.1 “Risks related to IT systems”). Among otherthings, this policy includes the establishment of an information systems security policy (also covering industrial IT), rules
applicable at Group level and the implementation of high-performance security software and applications. The Group
performs regular security audits on its information systems. This policy is reviewed annually to take into account the evolutionof threats and the results of the various audits. The policy and its application are managed by the Group CISO at centrallevel, who works with a local counterpart.
The Group's information systems include a large number of software programs and applications, most of them based on
major solutions available on the market, such as the SAP software package, and used in particular to manage the supply
chain, produce consolidated financial data, manage accounts receivable, reporting, procurement and employee payroll.
The applications are managed by the Group Applications Manager at central level, who has a correspondent at local
level.

4.2.3. Insurance policies
The Group’s insurance policy is coordinated by the Group’s Legal Department, with the support of the operational
departments.
In coordination with the Industrial Department, each Group company provides the Legal Department with the information
required to identify and qualify risks that are insured or insurable and implements the useful means to ensure business
continuity in the event of a disaster. On this basis, the Legal Department, with the assistance of brokers, negotiates annuallywith the major insurance carriers to set up the most appropriate coverage for these risks.
The Group’s main policies, underwritten by internationally renowned insurance companies, include civil liability insurance
and property damage and subsequent business interruption insurance. Some entities have taken out their insurance policies
directly in their local market and also benefit from the coverage of the master policies put in place for the Group.
The implementation of insurance policies is assessed on the basis of the level of coverage necessary to deal with thereasonably estimated occurrence of liability, damage or other risks. This coverage is based on the evaluations made by the
insurers and the conclusions of the annual audits carried out by the engineering departments of the Group’s property andcasualty insurance provider. The underwriting criteria take into account the supply of the insurance market, which excludes
certain risks, or imposes specific limits, for example, in the event of natural events such as floods, storms, earthquakes andtsunamis. These events could have a significant uninsured financial impact, both for the cost of reconstruction and for lost
production, in the case of extreme scenarios.
Due to tougher market conditions and higher deductibles on its property and casualty programme, the Group has opted totransfer the risk on its property and casualty programme to the insurance market through a captive reinsurance company
domiciled in Luxembourg.
VERALLIA UK, acquired at the end of 2022, is gradually being integrated into the Group programme; some insurance
policies have been taken out for a two-year period (long-term agreement), while others require a more in-depth review sothat VERALLIA UK can be integrated under optimal conditions.
The joint subsidiaries in which the Group is a minority shareholder and non-controlling interests are outside the scope of theabove programmes. Insurance policies are taken out separately.

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ANALYSIS
OF FINANCIAL
POSITION

5.1.

Highlights of the 2023 financial year

308

5.4.

5.2.

Analysis of the Group’s results

310

5.4.1. Trend information

325

5.2.1. Analysis of results for the years ended
31 December 2023

310

5.4.2. Forecasts

325

5.2.2. Key performance indicators

313

5.5.

Dividends

326

5.2.3. Changes in and cost of financial debt

317

5.6.

327

5.2.4. Fluctuations in exchange rates

317

Regulated agreements
and commitments, and transactions
with related parties

5.2.5. Group consolidated cash flows
for the years ended 31 December 2023
and 31 December 2022

318

5.6.1. Related-party transactions and relatedparty agreements

327

5.6.2. Main related-party transactions

327

5.2.6. Date of the most recent financial
information

320

5.6.3. Statutory Auditors’ special report on
related-party agreements

328

5.2.7. Significant change in the financial
position

320

5.2.8. Material contracts

321

5.3.

323

Capital expenditure

5.3.1. The Group’s main capital expenditure323

5.3.2. Main capital expenditure in progressor planned for the future324

Outlook325

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ANALYSIS OF FINANCIAL POSITION
Highlights of the 2023 financial year

Readers are invited to read the following information on the Group’s results in conjunction with the Group’s consolidated
financial statements for the financial year ended 31 December 2023, as contained in Section 6.1 of this Universal
Registration Document.
The Group’s consolidated financial statements for the financial year ended 31 December 2023 have been prepared inaccordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The Statutory
Auditors’ audit report on the Group’s consolidated financial statements for the financial year ended 31 December 2022 iscontained in Section 6.2 of this Universal Registration Document.

5.1. Highlights of the 2023 financial year
90

The Group is the third largest producer globally and the leading European producer of glass packaging for beverages
91
and food products. In terms of volumes sold, it is the second largest producer in Latin America . The Group offers
92
innovative, customised and environmentally friendly solutions to more than 10,000 customers worldwide.
The Group uses the following segmentation for reporting purposes based on geographical area, depending on the locationof the assets:lSouthern and Western Europe, comprising production plants located in France, Italy, Spain and Portugal. Southern andWestern Europe accounted for 65% of consolidated revenue and 65% of the Group’s adjusted EBITDA for the year ended
31 December 2023. The Group’s operations in Southern and Western Europe are mainly oriented towards bottles for stilland sparkling wines, packaging for spirits, and jars for food;lNorthern and Eastern Europe, comprising production plants located in Germany, the UK, Russia, Ukraine and Poland.
Northern and Eastern Europe accounted for 25% of consolidated revenue and 22% of the Group’s adjusted EBITDA forthe year ended 31 December 2023. The Group’s operations in Northern and Eastern Europe are mainly oriented towards
bottles for beer, particularly in Germany, containers for spirits, and jars and bottles for the food market;lLatin America, comprising production plants located in Brazil, Argentina and Chile. Latin America accounted for 10% ofconsolidated revenue and 13% of the Group’s adjusted EBITDA for the year ended 31 December 2023. The Group’s
operations in Latin America are mainly oriented towards bottles for still wines, as well as bottles for beer in Brazil.

Capacity increases
As announced previously and following the lighting of the second furnace at the Jacutinga site in Brazil, Verallia iscontinuing the construction of two new furnaces in Italy (Pescia) and Brazil (Campo Bom). These two furnaces should be
operational in the second half of 2024. The Group is preparing to start up these furnaces before the end of the year but
could delay their start date if the demand situation during the year makes this necessary.
Verallia is also pursuing pre-engineering studies on the Montblanc site (Spain), initially scheduled for 2025, and will begin
investing in its construction as soon as demand recovers sufficiently.

Acquisition of five new cullet treatment centres from the Santaolalla group
In Spain and Portugal, Verallia has finalised the acquisition of three companies from the Santaolalla Group: Ecosan
Ambiental, Ecolabora and Vidrologic. In doing so, it has taken over five new cullet processing plants, both for industrial flatglass and hollow glass.
The main objective of this investment is to continue Verallia’s strategy of maximising cullet use in our production process andto progress towards our CO2 reduction target to achieve the first major milestone of a 46% reduction in emissions by 2030
compared to 2019. Each 10-point increase in the cullet rate used by Verallia’s furnaces reduces CO2 emissions by around
5%.
These five new cullet treatment centres join Verallia’s four existing plants in the Iberian Peninsula, two of which - Calcin
Ibérico and Revimon in a joint venture with TMA Recicla - have started up recently
90

On the basis of the revenue earned in 2022 by market players in Europe (as defined by these players), as extracted from publicly
available information (annual reports and press releases in particular) and on the basis of Company estimates
91
Based on volumes sold in 2022 in Argentina, Brazil and Chile.
92
Customers who placed at least one order during the 2021–2023 period.

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Highlights of the 2023 financial year

5

Verallia is revolutionizing the timeless Bordelaise bottle by introducing one of the mostdisruptive bottles in the market: the bordelaise air 300G
As the leading European and the third-largest global producer of glass packaging for beverages and food products,
Verallia has designed one of the lightest Bordelaise bottles ever while still preserving the iconic aesthetic contours that havedefined the classic Bordelaise bottle for generations. This innovation represents a significant design revolution, positioning
Verallia at the forefront of innovative and sustainable breakthroughs.
With a remarkable weight of just 300 grams, this ground-breaking innovation reflects Verallia’s commitment to its purpose of“Reimagining glass for a sustainable future.” This has been achieved without compromising the aesthetics, a hallmark of the
Bordelaise Air 300G.
The continuous reduction in bottle weight is a significant strategic challenge for winemakers as they strive to meet their CO2
emission reduction commitments.
For the French market, this innovation will be launched with a white and green screw neck The Bordelaise Air 300G was
exhibited at the SITEVI trade fair in Montpellier at the end of November 2023.

Share buyback
As part of its capital allocation strategy and following the finalisation of the acquisition of Allied Glass, Verallia launched in
December 2022 a share buyback program and entrusted an investment services provider with a share buyback mandate
for a maximum amount of €50 million, over a period running from 7 December 2022 to November 2023. This programme wascompleted in November 2023 and involved as planned a total amount of €50 million, of which €42 million with respect
to 2023.

2023 dividend
During their meeting on 14 February 2024, the Verallia Board of Directors decided to propose the payment of a dividend of€2.15 per share in cash for the 2023 financial year. This amount will be subject to approval of the Annual General
Shareholders' meeting which will take place on 26 April 2024.

Verallia obtains Investment Grade credit ratings from Moody's and Standard & Poor's
In April 2023, rating agency Moody’s upgraded the Group’s long-term credit rating to Baa3 with a stable outlook.
In May 2023, rating agency Standard and Poor’s upgraded the Group’s long-term credit rating to BBB- with a positive
outlook.
The issue ratings on each of the two €500 million sustainability-linked bonds issued in May 2021 and November 2021 werealso upgraded from BB+ to BBB-.
Verallia is now rated as Investment Grade by both agencies.

Refinancing of the Group’s syndicated credit facility
In April 2023, Verallia arranged a €1.1 billion syndicated facility in the form of:la €550 million term loan andla €550 million revolving credit facility (RCF) which remained undrawn at 31 December 2023,

in order to refinance in advance its €1 billion syndicated facility which was signed in 2019 and scheduled to mature in 2024.
The new term loan has a four-year maturity with a one-year extension option, while the new RCF has a five-year maturity
with two one-year extension options.
The terms and conditions applied to these new credit facilities are linked to CSR indicators (See section 17.2.2).

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5.2. Analysis of the Group’s results
5.2.1. Analysis of results for the years ended 31 December 2023
The table below presents the Group’s consolidated income statement (in € millions) for each of the years ended
31 December 2023 and 2022.
CONSOLIDATED INCOME STATEMENT(in € million)
Revenue
Cost of sales
Selling, general and administrative expenses
Acquisition-related items
Other operating income and expenses
Operating profit
Financial income
Profit before tax
Income tax
Share of net profit (loss) of associates
Net profit

Year ended 31
December 2023

Year ended 31
December 2022

3,903.8(2,853.5)(212.4)(71.3)(5.2)
761.3(119.0)642.4(167.4)0.3
475.3

3,351.5(2,527.1)(194.4)(65.6)(6.1)
558.3(80.7)
477.6(122.1)0.2
355.6

Despite weaker market conditions in 2023, the Group continued to generate profitable growth by delivering a remarkable
performance including:93l An increase of +16.5% in revenue to €3,903,8 million (+21.4% at constant scope and exchange rates ) comparedwith 2022;
94l

Net income of €475,3 million compared with €355,6 million in 2022 (+33.7% vs. 2022) and earnings per share of €4.02;

lDrop in net debt ratio to 1.2x adjusted 2023 EBITDA compared with 1.6x at 31 December 2022.

5.2.1.1.

Revenue

The Group’s consolidated revenue showed a strong rise of 16.5% compared with the previous year, from €3,351.5 million forthe year ended 31 December 2022 to €3,903.8 million for the year ended 31 December 2023.
The foreign exchange impact was negative at -11% in 2023 (-€369 million). This was mainly due to the Argentinian peso’s
depreciation of almost 80% in 2023, including a devaluation of more than 50% in a single day in December. In the fourth
quarter, the impact of exchange rates was negative at -€189 million.
At constant scope and exchange rates, revenue increased by +21.4% (and by +14.3% excluding Argentina). In the fourth
quarter, revenue was stable (-0,6% vs Q4 2022), with strong organic growth of +18.1% completely cancelled out by theexchange-rate impact (Argentinian peso). Demand has fallen significantly in Europe since summer 2023 because of both adecline in end demand and large-scale inventory clearance across the whole downstream value chain.

93
94

Revenue growth at constant exchange rates and scope excluding Argentina was +14.3% in 2023 compared with 2022
Net income for 2023 includes an amortisation expense for customer relationships recognised upon the acquisition of Saint-Gobain's
packaging business in 2015, of €45 million and €0.38 per share (net of taxes). If this expense had not been taken into account, net income
would be €520 million and €4.40 per share. This expense was €44 million and €0.38 per share in 2022.

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In end markets, beer was the segment most affected by weakening demand in 2023, with the effect felt from the first halfof the year. Volumes in the still wines segment also declined and activity in spirits, still solid in the first half of the year,
deteriorated in the second half after several half-year periods of vigorous growth. In contrast, sales of food jars andbottles for non-alcoholic beverages and sparkling wines were more resilient, with Champagne and Prosecco volumes
holding up well.
The increase in average selling prices compared with 2022 drove top-line growth, but with a waning effect over the courseof the year that reflected both a gradually rising comparison base (due to a series of price hikes in 2022) and a contained
but steady drop in selling prices in 2023 in Europe. The pricing policy and mix in Latin America remained dynamic
throughout the year, especially in Argentina where local inflation remained particularly high. Lastly, the product mix was
positive throughout the year thanks to the contribution from Italy.
For more information on the breakdown of revenue by end markets, see Section 1.1. Glass packaging market.
By region, revenue for 2023 can be broken down as follows:(in € million)
Southern and Western Europe
Northern and Eastern Europe
Latin America
Consolidated revenue

Year ended
31 December 2023
2,527.2
979.8
396.8
3,903.8

Change 2023 - 2022
In € million
290.8
284.5
(23.0)
552.3

Year ended
In % 31 December 2022
13.0 %
2,236.4
40.9 %
695.3(5.5) %
419.8
16.5 %
3,351.5

Southern and Western Europe
Southern and Western Europe saw revenue grow by +13.0% on a reported basis and by +14.2% at constant exchange rates
and scope. Volumes fell sharply in the full year despite more resilient activity in Iberia and Italy. Volumes of beer and, to alesser extent, still wines recorded the steepest falls but activity in the spirits segment was also affected by declining Cognac
volumes in the second half of the year, which the more resilient sparkling wines segment failed to offset.

Northern and Eastern Europe
In Northern and Eastern Europe, revenue grew by +40.9% on a reported basis and by +18.0% at constant scope andexchange rates. The region benefited from a very positive scope effect (+29.2%) thanks to the full-year consolidation ofAllied Glass, which was acquired in November 2022 and renamed Verallia UK on 1 January 2023. Foreign-exchange
fluctuations had a negative impact of -6.3%, mainly due to the devaluation of the Russian rouble over the period. Sales
volumes fell sharply, mainly because of declining beer and still wine volumes in Germany, which contrasted with resilient
volumes of food jars and a solid performance in sparkling wines (Sekt). Activity was stronger in Russia and Ukraine, where theswift restart of the second furnace at the Zorya site fuelled a marked recovery in activity. As the situation in the country
remains uncertain, Verallia’s priority is to keep its teams safe and serve its local customers.

Latin America
Latin America, revenue edged down by -5.5% on a reported basis, in contrast with strong organic growth of +65.8%.
However, these figures were deeply impacted by activity in Argentina which experienced vigorous organic growth, driven
by repeated price increases in a context of high inflation, but a steeply negative exchange-rate effect, linked to theunprecedented devaluation of the peso which lost almost 80% of its value against the euro in 2023. Excluding Argentina,
Latin America recorded organic growth of +5.6% as higher Brazilian volumes, following the opening in December 2022 of
the second furnace at the Jacutinga site, was partially offset by weaker activity in Chile, where the start of the year waschallenging. Construction of the second furnace at the Campo Bom plant in southern Brazil is also progressing on schedule
for a start-up in the second half of 2024.

5.2.1.2.

Sales costs

The cost of sales increased by +€326,4 million (+12.9%), from €2,527.1 million for the year ended 31 December 2022 to€2,853.5 million for the year ended 31 December 2023.
The change in the cost of sales was mainly due to the sharp increase in the cost of energy and raw materials, as well as
packaging and transport.

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As a percentage of revenue, the cost of sales contracted by 250 basis points during the year ended 31 December 2023,
from 75.6% for the year ended 31 December 2022 to 73.1% for the year ended 31 December 2023. The Group managed tocontain the increase in the cost of sales largely thanks to its policy of hedging energy purchases to limit its exposure toenergy price fluctuations and to the measures implemented under its industrial performance improvement plan
(Performance Action Plan (PAP)) as part of the Verallia Industrial Management (VIM) 2.0 initiative.
95

Verallia generated a positive inflation spread at the Group level thanks to price rises and a strong product mix effect anddespite the very sharp rise in energy, raw materials, packaging and transport costs in all regions.

5.2.1.3.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by +€18 million (+9.3%), from €194.4 million for the year ended 31
December 2022 to €212.4 million for the year ended 31 December 2023.
Selling, general and administrative expenses include all expenses relating to general management, marketing, finance andaccounting, computing, legal, human resources, technical, and research and development activities.
The increase in selling, general and administrative expenses during the year ended 31 December 2023 was partly due to thetransmission of inflation to salaries.

5.2.1.4.

Other operating income and expenses

Other operating income and expenses decreased by -0.9 million (-14.8%) from a net expense of €6.1 million for the year
ending 31 December 2022 to a net expense of €5.2 million for the year ending 31 December 2023.

5.2.1.5.

Operating profit

Operating profit increased by +€203 million (+36.4%), from €558.3 million for the year ended 31 December 2022 to €761.3
million for the year ended 31 December 2023.

5.2.1.6.

Financial income and expenses(in € million)
Interest expense excluding lease liabilities
Interest expense related to lease liabilities
Amortization of debt issuance costs, and other*
Financial income from cash and cash equivalents and other
Cost of net debt
Refinancing costs
Foreign exchange gains and losses
Net interest expense related to pension plans and other benefits
Profit (loss) on net monetary position in Argentina (IAS 29)
Financial income

Year ended 31 December
2023(71.7)(2.4)(14.3)
28.7(59.7)(2.2)(15.3)(3.0)(38.8)(119.0)2022(34.9)(1.4)(17.1)
20.3(33.1)—(12.8)(1.3)(33.5)(80.7)(*) Other: mainly corresponding to the amortization of funding costs and debt issuance premiums, as well as factoring fees and other bank charges.

95

The spread corresponds to the difference between (i) the increase in selling prices and the mix applied by the Group after passing
any increase in production costs onto these selling prices and (ii) the increase in production costs. The spread is positive when theincrease in selling prices applied by the Group is greater than the increase in its production costs. The increase in production costs
is recorded by the Group at constant production volumes, before production gap and taking into consideration the impact of the
Performance Action Plan (PAP).

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5

Financial income/loss fell further from -€80.7 million for the year ended 31 December 2022 to -€119.0 million for the year
ended 31 December 2023, corresponding to a €38.3 million increase (+47%) in financial expense.
This decrease in net financial income is mainly due to: (i) the increase in financial expense mainly linked to the rise inbenchmark rates relating to factoring and commercial paper programmes and the non-fixed part of the long-term loan(€197.1 million), and (ii) the effects of hyperinflation in Argentina (-€5.2 million). This change was partly offset by the increasein financial investment income (+8.3 million).

5.2.1.7.

Net income

Net income grew from €355.6 million (i.e. 10.6% of revenue) for the year ended 31 December 2022 to €475.3 million (i.e.
12.2% of revenue) for the year ended 31 December 2023. This increase mainly stems from the improvement in adjusted
EBITDA, which more than offsets the increase in financial costs and income tax.
Income tax rose to €167.4 million for the year ended 31 December 2023 from €122.1 million for the year ended 31 December
2022, an increase of €45.2 million mainly reflecting the improvement in results and the taxable base.
Net profit for 2023 included, as it does every year, an amortisation expense for customer relationships, recognised upon theacquisition of Saint-Gobain’s packaging business in 2015 and scheduled to end in 2027, of €45 million or €0.38 per share (netof taxes). If this expense had not been taken into account, net profit would have been €520 million or €4.40 per share. This
expense was €44 million or €0.38 per share in 2022.

5.2.2. Key performance indicators
The Group uses revenue (see Section 5.2.1.1 for an analysis of the change in revenue for the years ended 31 December
2023 and 2022), adjusted EBITDA, operating cash flow, cash conversion, free cash flow and capital expenditure (see Section
5.3 “Capital expenditure” of this Universal Registration Document) as key performance indicators. These performanceindicators are monitored by the Group regularly to analyse and assess its operations and their momentum, measure theirperformance, prepare earnings forecasts and take strategic decisions.
Adjusted EBITDA, operating cash flow, cash conversion and free cash flow are alternative performance measuresaccording to AMF position No. 2015-12.
The latter are not standardised accounting measures meeting a single definition generally accepted by IFRS. They should
not be considered as substitutes for operating profit, net profit or cash flows from operating activities, which are measures
defined by IFRS, or a measure of liquidity.
Other issuers may calculate adjusted EBITDA, operating cash flow, cash conversion and free cash flow differently from thedefinitions used by the Group.

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Reconciliation of operating profit to adjusted EBITDA, operating cash flow and free cash flow
Year ended 31
December 2023
761.3
326.7
3.4
5.8
6.2
0.7
3.9
1,108.0
28.4 %(418.0)689.9(108.3)581.7(10.9)(74.0)(131.4)365.3
62.3 %(in € million)
Operating profit
Depreciation, amortisation and impairment(1)Restructuring costs
IAS 29, Hyperinflation (Argentina)
Management share ownership plan and associated costs(2)Acquisition fees and additional price
Other
Adjusted EBITDA
Adjusted EBITDA margin
Capex(3)Cash flow
Change in operating working capital(4)Operating cash flow
Other operating impact (5)Interest paid & other financial costs
Cash Tax
Free Cash Flow
Cash conversion

Year ended 31
December 2022
558.3
295.9
(0.8)
4.3
6.2
5.1
(3.5)
865.5
25.8 %(367.0)
498.5
39.4
537.9
(14.6)(53.6)(105.9)363.8
57.6 %

Change
203.0
30.8
4.2
1.5
0.0
(4.4)
7.4
242.5
2.6 %
(51.0)
191.4(147.7)43.8
3.7(20.4)(25.5)
1.5
468 Pb(1) Includes amortisation of intangible assets and depreciation of property, plant and equipment (Note 5.2 to the Group’s consolidated financial
statements), the amortisation of intangible assets acquired through business combinations (Note 6.1 to the Group’s consolidated financial
statements) and impairment of property, plant and equipment (Note 6.2 to the Group’s consolidated financial statements).
(2) Corresponds to share-based compensation plans and associated costs (Note 4.2 to the Group’s consolidated financial statements).
(3) Excluding rights of use under IFRS 16.
(4) Taking into account only the impact of cash flows (note 14 to the Group’s consolidated financial statements).
(5) Other operating impacts consist mainly of the cash effect of IFRS 16 restatements and the impact of the change in provisions for liabilities andcharges (particularly with respect to provisions for CO2).

5.2.2.1.

Adjusted EBITDA

Adjusted EBITDA is calculated based on operating profit adjusted for depreciation, amortisation and impairment,
restructuring costs, acquisition and M&A costs, hyperinflationary effects, management share ownership plan costs, disposalrelated effects and subsidiary contingencies, site closure expenses, and other items.
Adjusted EBITDA increased by +28.0% in 2023 (and by +32.5% at constant scope and exchange rates) to €1,108 million. The
unfavourable exchange-rate effect of -€89 million in 2023 was mainly attributable to the very steep depreciation of theArgentinian peso, while the positive scope was mainly linked to the consolidation over 12 months of Allied Glass acquired in
November 2022.
96

In 2023, Verallia generated a largely positive inflation spread at the Group level and in all divisions, as the cumulative
effect of price rises in 2022 and early 2023, together with a positive mix effect, more than offset another sharp rise inproduction costs. However, this effect gradually waned over the course of the year.
Sharply lower cash production costs (PAP) once again contributed significantly to the improvement in adjusted EBITDA, by€53 million or 2.1% of cash production costs, beating the Group’s 2% target.
This pushed the adjusted EBITDA margin up to 28.4% in 2023 from 25.8% in 2022.

96

The spread corresponds to the difference between (i) the increase in selling prices and the mix applied by the Group after passing
any increase in production costs onto these selling prices and (ii) the increase in production costs. The spread is positive when theincrease in selling prices applied by the Group is greater than the increase in its production costs. The increase in production costs
is recorded by the Group at constant production volumes, before production gap and taking into consideration the impact of the
Performance Action Plan (PAP).

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5

In summary, the change in adjusted EBITDA consists of:(in € million)
2022 adjusted EBITDA

865.5(155.1)
392.8
52.5(89.3)
41.6
1,108.0

Activity contribution
Spread Price-Mix/ Costs
Net productivity
Exchange rate
Other2023 adjusted EBITDA

By region, adjusted EBITDA for 2023 breaks down as follows:

Breakdown of adjusted EBITDA by region
Change 2023 – 2022
(in € million)
Southern and Western Europe
Adjusted EBITDA
Adjusted EBITDA margin
Northern and Eastern Europe
Adjusted EBITDA
Adjusted EBITDA margin
Latin America
Adjusted EBITDA
Adjusted EBITDA margin
Consolidated adjusted EBITDA
Consolidated adjusted EBITDA margin

Year ended
31 December 2023

In € million

725.2
28.7 %

170.7

244.2
24.9 %

97.7

138.5
34.9 %
1,108.0
28.4 %In
Year ended%/bp 31 December 2022-

30.8 %
390 Pb554.5
24.8 %-

66.7 %
386 Pb

146.5
21.1 %(26.1)
242.5-(15.9) %-430 Pb
28.0 %
255 Pb164.6
39.2 %
865.5
25.8 %Southern and Western Europe
Southern and Western Europe reported adjusted EBITDA of €725.2 million (vs. €554.5 million in 2022) and a margin of 28.7%
97
compared with 24.8% a year earlier. The positive inflation spread , especially in the first half of the year, fuelled the increasein EBITDA despite the sharp rise in costs; the positive impact of the PAP and the favourable mix (Italy) also contributed.

Northern and Eastern Europe
In Northern and Eastern Europe, adjusted EBITDA totalled €244.2 million (versus €146.5 million in 2022), raising its margin to
24.9% compared with 21.1% a year earlier. Growth in adjusted EBITDA was primarily organic (+€60 million), driven by apositive inflation spread and the positive impact of the PAP. The full-year consolidation of Allied Glass also contributed to thisincrease, whereas the exchange-rate effect was negative (-€11 million) due to the rouble’s devaluation. The rapid restart ofthe second furnace at our Zorya site, made possible by the dedication and professionalism of our local teams, drove a
sharp increase in EBITDA in Ukraine.

Latin America
In Latin America, adjusted EBITDA came to €138.5 million (vs. €164.6 million in 2022), attaining a margin of 34.9% comparedwith 39.2%. This decrease was entirely due to the devaluation of the Argentinian peso, which generated a strongly negativetranslation effect on local earnings into euros. Excluding Argentina, adjusted EBITDA improved, as strong activity in Brazil, thepositive inflation spread and the effect of the PAP more than offset the drop in volumes in Chile, which was particularly
strong at the start of the year.

97

The spread corresponds to the difference between (i) the increase in selling prices and the mix applied by the Group after passing
any increase in production costs onto these selling prices and (ii) the increase in production costs. The spread is positive when theincrease in selling prices applied by the Group is greater than the increase in its production costs. The increase in production costs
is recorded by the Group at constant production volumes, before production gap and taking into consideration the impact of the
Performance Action Plan (PAP).

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5.2.2.2.

Cash conversion, operating cash-flow and free cash-flow

The key performance indicators used by the Group to analyse its cash flow are cash conversion, operating cash flow andfree cash flow.

Operating cash flow
Operating cash flow represents cash flow plus the change in operating working capital.
Cash flow corresponds to operating profit adjusted for depreciation, amortization and impairment, restructuring costs,
acquisition and M&A costs, hyperinflationary effects, the costs of management share ownership plans, subsidiary disposalrelated effects and contingencies, plant closure costs and other items, i.e. adjusted EBITDA, less capex.
Operating cash flow rose to €581.7 million compared with €537.9 million in 2022, thanks to strong growth in adjusted EBITDA
and despite higher outflows for capital expenditure and higher working capital requirements due largely to the Group’sbuild-up of inventories in the first half of the year.

Free cash flow
Since 2021, the Group has presented free cash flow. This indicator provides a more comprehensive view of its cash position.
Free cash flow corresponds to operating cash flow adjusted for other operating impacts, interest paid and other financing
costs, as well as taxes paid. Free cash flow at 31 December 2023 amounted to €365.3 million, in line with an already verystrong performance in 2022 (€363.8 million).

Cash conversion
Cash conversion is defined as the ratio between cash flow and adjusted EBITDA.
Cash flow corresponds to operating profit adjusted for depreciation, amortisation and impairment, restructuring costs,
acquisition and M&A costs, hyperinflationary effects, management share ownership plan costs, disposal-related effects andsubsidiary contingencies, site closure expenses, and other items, i.e. adjusted EBITDA less Capex.

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5

5.2.3. Changes in and cost of financial debt
The following table shows the distribution of the Group’s debt at the dates indicated:(in € million)
Sustainability-Linked Bond November 2021
Sustainability-Linked Bond May 2021
Term Loan B
Lease / Finance lease liabilities (1)Other borrowings
Total long-term debt
Negotiable commercial paper (NEU CP)
Other borrowings (2)Total short-term debt
Financial derivatives
Gross debt (3)Cash and cash equivalents
Net debt

31 December 2023 31 December 2022
494.6
493.7
503.2
502.7
550.2
500.6
61.5
53.5
36.1
51.5
1,645.6
1,602.0
158.2
150.3
35.0
8.9
193.2
159.1
0.3
(24.5)
1,839.1
1,736.6474.6
330.8
1,364.5
1,405.9

Interest rates
1.875 %
1.625 %EURIBOR* +1.25%-*Euribor with a floor rate of 0%(1) Figure taking into account the impact of IFRS 16 applied by the Group as of 1 January 2019.
(2) Including factoring liabilities, which correspond to assignment of receivables with recourse (see Note 14.4 “Factoring” and Note 17.2 “Change ingross debt” to the Group’s consolidated financial statements for the year ended 31 December 2023).
98(3) As at 31 December 2023, the Group's total gross financial debt amounted to €1,839.1 million (compared with €1,736.6 million at 31 December2022) (see Note 17.2 "Changes in gross financial debt" to the Group's consolidated financial statements for the year ended 31 December 2023).

At 31 December 2023, net financial debt amounted to €1,364.5 million (€1,405.9 million as at 31 December 2022) at a cost of€59.7 million (versus €33.1 million as at 31 December 2022) (see Note 7 "Financial result" to the Group's consolidated financial
statements for the year ended 31 December 2023).
The Group’s net financial debt/adjusted EBITDA ratio stood at 1.2x as at 31 December 2023, compared with 1.6x as at 31
December 2022.
On 31 December 2023, the Group’s variable-rate financial debt portfolio after taking into account the derivative
instruments totalled €197.1 million (€142.4 million as at 31 December 2022), meaning 11% of its gross financial debt (8% for2022).
The Group estimates that, for the year 2024, its financing needs will mainly include its current operating needs, investment
expenses, tax payments, interest payments and, subject to its approval by the General Meeting of the Company’s
shareholders, the payment of a dividend. On the basis of updated cash projections, the Group believes it will be able tomeet its liquidity needs during the 12 months following the date of this Universal Registration Document.

5.2.4. Fluctuations in exchange rates
The Group combines a global presence with local industrial facilities (the “Glo-Cal” model). Its customers, situated near theGroup’s local production plants, export products all over the world, packaged in the bottles and jars manufactured by theGroup. Consequently, its results are affected by fluctuations in exchange rates. For more information on the impact of
exchange-rate fluctuations, see Section 4.1.4.1 on risk factors, together with Note 2.4 to the Group’s consolidated financial
statements for hyper-inflation in Argentina.

98

Corresponds to the “Financial liabilities and non-current financial derivatives” and “Financial liabilities and current derivatives” line items in
the Group’s consolidated balance sheet.

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5.2.5. Group consolidated cash flows for the years ended
31 December 2023 and 31 December 2022
The table below sets out the Group’s cash flow for the periods ended 31 December 2023 and 31 December 2022:
Year ended 31
December 2023
857.9
(459.6)(202.0)196.3

Year ended 31
December 2022
699.2
(540.0)(316.1)(156.9)Change
158.7
80.4
114.1
353.2

Impact of changes in foreign exchange rates on cash and cash
equivalents(52.6)(6.9)(45.7)Cash and cash equivalents at beginning of the period
Closing cash and cash equivalents

330.8
474.6

494.6
330.8

(163.8)143.8(in € million)
Net cash flow from operating activities
Net cash flow from (used in) investing activities
Net cash flow from (used in) financing activities
Increase (decrease) in cash and cash equivalents

On 31 December 2023, the Group’s cash and cash equivalents amounted to €474.6 million vs. €330.8 million on 31
December 2022.

5.2.5.1.

Financing of working capital requirements

Net working capital primarily correspond to the value of inventories plus trade receivables and other operating receivables
minus debts to suppliers and other operating liabilities (see Note 14 to the Group's consolidated financial statements for theyear ended 31 December 2023).
The net working capital amounted to -€329.4 million during the year ended 31 December 2023 and -€36.6 million during theyear ended 31 December 2022.
The change in the net working capital thus amounted to -€293.7 million during the year ended 31 December 2023,
compared with -€73.4 million during the year ended 31 December 2022.
The value of inventories increased during 2023 to €711.5 million as at 31 December 2023, compared with €536.8 million as at
31 December 2022, reflecting a rise in inventories compared with the previous year, combined with a sharper increase invaluations linked to inflation. See Note 14.1 to the Group’s consolidated financial statements.
Trade receivables and other current assets decreased in 2023 to €260 million as at 31 December 2023, compared with
€642.7 million as at 31 December 2022. This decline was mainly attributable to the change in derivative assets (see Note 14.2
to the Group’s consolidated financial statements).
Trade payables and other debts increased during the year ended 31 December 2023 to €1,094.8 million as at 31 December
2023 compared with €1,021 million as at 31 December 2022. See Note 14.3 to the Group’s consolidated financial
statements.

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5.2.5.2.

Net cash flow from operating activities

The following table sets out the net cash flow from the Group’s operating activities for the periods ended 31 December 2023
and 31 December 2022:(in € million)
Net profit
Share of net profit of associates, net of dividends received
Depreciation, amortisation and impairment of assets
Gains and losses on disposals of assets
Interest expense on financial liabilities
Unrealised foreign exchange gains and losses
Gain/loss on net monetary position (IAS 29, Hyperinflation)

Year ended 31
December 2023
475.3
(0.3)
326.7
(3.1)
53.2
12.9
24.5

Year ended 31
December 2022
355.6
(0.2)
295.9
(1.3)
29.4
10.8
18.4

Change
119.7
(0.1)
30.8
(1.8)
23.8
2.1
6.1

22.2

2.1

20.1

(191.8)(92.8)(99.0)

92.7

50.9

41.8

176.8
(131.4)
0.2
857.9

135.5
(105.9)
0.8
699.2

41.3
(25.5)(0.6)
158.7

Unrealised gains and losses on changes in the fair value ofderivatives
Change in inventories
Change in trade receivables, trade payables and other receivables
and payables
Current tax expense
Taxes paid
Changes in deferred taxes and provisions
Net cash flow from operating activities

The Group’s net cash flow from operating activities totalled €857.9 million for the year ended 31 December 2023 and €699.2
million for the year ended 31 December 2022.
The increase in net cash flows from the Group’s business of +€158.7 million between the two periods is primarily a result of theincrease in net income (see Section 5.2.1.7 "Net income" of this Universal Registration Document) and the improvement inworking capital requirements.

5.2.5.3.

Net cash flow from (used in) investing activities

The following table sets out the net cash flow attributed to the Group’s investment activities for the years ended 31
December 2023 and 31 December 2022:(in € million)
Acquisition of property, plant and equipment and intangible assets
Increase (decrease) in debt on fixed assets
Acquisitions of subsidiaries, net of cash acquired
Deferred payment related to acquisition of subsidiary
Capital expenditure
Disposals of property, plant and equipment and intangible assets
Disposals
Increase in loans, deposits and short-term borrowings
Reduction in loans, deposits and short-term borrowings
Changes in loans and deposits
Net cash flow used in investing activities

Year ended 31
December 2023
(418.0)(1.5)(35.5)(2.9)(457.9)5.1
5.1(10.9)
4.1(6.8)(459.6)

Year ended 31
December 2022
(367.0)75.2(247.9)(0.4)(540.1)
4.5
4.5(12.3)
7.9(4.4)(540.0)Change(51.0)(76.7)
212.4
(2.5)
82.2
0.6
0.6
1.4
(3.8)
(2.4)
80.4

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Analysis of the Group’s results

Net cash flows used in the Group’s investing activities totalled -€459.6 million for the year ended 31 December 2023 and-€540 million for the year ended 31 December 2022. These flows correspond mainly to acquisitions of property, plant andequipment and intangible assets (or capital expenditure (Capex) (see Section 5.3 "Capital expenditure" of this Universal
Registration Document)).
Net cash flow attributed to the Group’s investing activities varied by € +80.4 million between the two periods, mainly due tothe acquisition of Allied Glass in November 2022.

5.2.5.4.

Net cash flow from (used in) financing activities

The following table sets out the net cash flow attributed to the Group’s financing activities for the years ended 31
December 2023 and 31 December 2022:
Year ended 31
December 2023
18.6
(163.8)(41.7)(186.9)Year ended 31
December 2022
13.0
(122.7)(8.4)(118.1)

Change5.6(41.1)(33.3)(68.8)

Dividends paid to non-controlling interests by consolidated
companies

(3.1)

(2.7)

(0.4)

Transactions with non-controlling interests

(3.1)

(2.7)

(0.4)

Increase (decrease) in bank overdrafts and other short-termborrowings

34.5

(1.7)

36.2

569.7
(565.0)(51.2)(12.0)(202.0)6.8(172.3)(28.1)(195.3)(316.1)562.9(392.7)(23.1)
183.3
114.1(in € million)
Capital increase (decrease)
Dividends paid
(Increase) decrease in treasury stock
Transactions with shareholders

Increase in long-term debt
Decrease in long-term debt
Financial interest paid
Change in gross debt
Net cash flow from financing activities

The Group’s net cash flow used in financing activities amounted to -€202.0 million for the year ended 31 December 2023
compared to -€316.1 million for the year ended 31 December 2022.
The main cash flows for the year ended 31 December 2023 concerned:ltransactions with shareholders amounting to- €186.9 million, which include the capital increase (+€18.6 million), dividends
paid (-€163.8 million) and the share buy-back of treasury shares (-€41.7 million).

lthe change in gross debt, amounting to -€12.0 million, includes (i) the €34.5 million increase in short-term debt, (ii) theissuance of a €550 million term loan to refinance in advance the €500 million syndicated credit facility signed in 2019 netof lease debt repayments, and (iii) interest paid (-€51.2 million) (see Note 17 "Borrowings and financial liabilities" to theGroup’s consolidated financial statements as at 31 December 2023).

5.2.6. Date of the most recent financial information
31 December 2023.

5.2.7. Significant change in the financial position
As at the date of this Universal Registration Document, there are no significant changes in the financial position.

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Analysis of the Group’s results

5

5.2.8. Material contracts
Material contracts other than those entered into in the ordinary course of business are :5.2.8.1.

Senior facilities agreement

Prior to its IPO, the Group entered, on 17 July 2019, into a new Senior Facilities Agreement called “Senior Term and Revolving
Facilities Agreement” with an international banking syndicate, for a period of five years from the date of the drawing of the
Term Loan A, which took place on 7 October 2019. The Senior Facilities Agreement is governed by French law and provides
two lines of credit for a total principal amount of €2.0 billion, broken down as follows:la term loan (Term Loan A) for the initial principal amount of €1,500.0 million, with a maturity of five years from 7 October
2019, repayable in full at maturity. As at 31 December 2022, the outstanding amount of the Term Loan A totalled €500.0
million after two early repayments in May and November 2021, each for €500.0 million;la revolving credit facility (which can be used up to a maximum principal amount of €50.0 million as a swingline loan (avery short-term line)) for a maximum principal amount of €500.0 million with a maturity of five years from 7 October 2019.

The term loan and the revolving credit facility were refinanced in April 2023 by a new syndicated loan – see 5.2.8.2.

5.2.8.2.

Syndicated facility agreement

In April 2023, Verallia arranged a €1.1 billion syndicated loan in the form of:la €550 million term loan, andla €550 million revolving credit facility (RCF), undrawn at 31 December 2023,

to refinance in advance its €1 billion syndicated loan facility which was signed in 2019 and was scheduled to mature in2024.
As at 31 December 2023, Verallia SA therefore had a €550 million term loan and a €550 million revolving credit facility (RCF)
which remained undrawn.
The new term loan has a four-year maturity with a one-year extension option, while the new RCF has a five-year maturity
with a two-year extension option.
The applicable margin on the term loan was initially set at Euribor + 150 basis points with an upward or downward
adjustment (margin ratchet) mechanism. The term loan is currently indexed to the 3M Euribor rate.
The terms and conditions applied to these facilities are linked to CSR indicators. These indicators can impact the margins
applied upwards or downwards (± 1.⅔ bp per indicator) and are linked to the following three objectives: a reduction in theGroup’s scope 1 & 2 CO2 emissions, optimisation of water consumption in its plants, and the promotion of diversity andinclusion.

5.2.8.3.

Sustainability-Linked bonds

On 14 May and 10 November 2021, the Company issued two Sustainability-Linked bonds in line with the Sustainability-Linked
Bond Principles of the International Capital Markets Association:la Sustainability-Linked bond with a principal amount of €500.0 million, maturing in 7 years and bearing interest at a fixed
99
rate of 1.625% per annum. Standard & Poor's assigned a BB+ rating to this bond issue ; andla Sustainability-Linked bond with a principal amount of €500.0 million, maturing in 10 years and bearing interest at a fixed
100
rate of 1.875% per annum. Standard & Poor's assigned a BB+ rating to this bond issue .

In May 2023, rating agency Standard and Poor’s upgraded the Group’s long-term credit rating to BBB- with a positive
outlook. The issue ratings on each of the two €500 million sustainability-linked bonds issued in May 2021 and November 2021
were also upgraded from BB+ to BBB-.

99
100

Prospectus approved by the French Financial Markets Authority on May 11, 2021 under visa 21-150.
Prospectus approved by the French Financial Markets Authority on November 8, 2021 under visa 21-477.

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ANALYSIS OF FINANCIAL POSITION
Analysis of the Group’s results

The coupons of the two Sustainability-Linked bonds may be revised upwards starting from the first interest period after 31
December 2025 until the maturity of the bonds, depending on the achievement of two sustainability performance targets,
namely:l

reducing Verallia's annual CO2 emissions (Scopes 1 and 2) to 2,625kt CO2 for the year 2025 (15% reduction compared toCO2 emissions in 2019); andlan increase in the percentage of external cullet
increase from 2019).

101

used in its production operations to 59% by 2025 (implying a 10-point

Failure to meet either of these targets may, if applicable, raise the coupon by 12.5 basis points for the first issue in May 2021
and by 10 basis points for the second issue in November 2021.

5.2.8.4.

Negotiable European Commercial Paper (NEU CP) programme

The Group has a Negotiable European Commercial Paper (NEU CP) short-term financing programme for an amount of €500
million since 28 September 2023. Previously, the nominal amount of the programme was €400 million since 2019.
See Note 17.2 to the Group’s consolidated financial statements for details and the end-of-period amounts.

5.2.8.5.

Factoring program

The pan-European factoring program initially concluded with Eurofactor (September 2015) for a maximum amount of€400.0 million has been refinanced during 2022 for an amount bringing the ceiling to €500.0 million with CALF (Crédit
Agricole Leasing and Factoring). This program is effective as of December 1, 2022 for a period of 3 years. Based on theGroup's ESG framework, this financing includes environmental criteria. See Note 14.4 to the Group’s consolidated financial
statements for more information.

101

Recycled glass.

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Capital Expenditure

5

5.3. Capital expenditure
5.3.1. The Group’s main capital expenditure
The Group’s total capital expenditure amounted to €418 million (i.e. 10.7% of total revenue) for the year ended 31
December 2023, compared with €367 million for the year ended 31 December 2022.
This capital expenditure comprised recurring capital expenditure and strategic capital expenditure as indicated in the tablebelow:(in € million)
Recurring investments
As % of revenue
Strategic investments
Total investments
As % of revenue

Year ended 31 December 2023
234.4
6.0 %
183.6
418.0
10.7 %

Year ended 31 December 2022
269.6
8.0 %
97.4
367.0
10.9 %The Group exercises its activities in a highly capital-intensive industry that requires constant investments to maintain and/or
increase production capacity, modernise the Group’s assets and technology, and comply with regulations. To this end, theGroup implements a disciplined Capex policy primarily aimed at guaranteeing that its furnaces are operational and as
efficient as possible (especially in terms of energy consumption) and at ensuring that the scaling of its production facilities ispermanently adjusted to changes in supply and demand and available capacity on the market.
102

Recurring Capex
primarily concerns the renovation of furnaces and maintenance operations. Although the Group’s
research and development efforts have allowed it to increase the lifespan of its furnaces to up to 10 to 12 years or even
14 years in some cases, its furnaces still need to be rebuilt periodically, as the refractory bricks with which they are built wear
away on contact with molten glass and energy consumption increases as furnaces become worn down. Strategic Capexcorresponds to acquisitions of strategic assets that significantly enhance the Group’s capacity or its scope (for example, theacquisition of plants or similar facilities, greenfield or brownfield investments), including the building of additional new
furnaces. Since 2021, it has also included Capex related to the implementation of the CO2 emissions reduction plan (See
Section “Research and development”).
In 2023, the capital expenditure recorded amounted to €418 million (i.e. 10.7% of total revenue), compared with €367 million
in 2022. This capital expenditure comprised €234.4 million of recurring capital expenditure (vs. €269.6 million in 2022) and€183.6 million of strategic capital expenditure (vs. €97.4 million in 2022) mainly related to the construction of new furnaces at
Jacutinga in Brazil and Pescia in Italy and the electric furnace at Cognac in France, as well as investments associated with
reductions in CO2 emissions.

102

Recurring investments represent acquisitions of property, plant and equipment and intangible assets necessary to maintain the value ofan asset and/or adapt to market demands and to environmental, health and safety requirements. They mainly include furnace
renovation and maintenance of IS machines.

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ANALYSIS OF FINANCIAL POSITION
Capital Expenditure

5.3.2. Main capital expenditure in progress or planned
for the future
The Group intends to pursue a disciplined Capex strategy, with recurring Capex totalling around 10% of the Group’s
consolidated revenue (excluding capitalisation of the right of use related to application of IFRS 16 “Leases”).
In addition, Verallia will continue to implement its ESG roadmap, particularly through Capex related to the implementationof the CO2 emission reduction plan, with a view to achieving its target of a 46% reduction in Scope 1 and 2 emissions by
2030 in absolute terms (base year 2019) and keeping its Scope 3 emissions below 40% of total emissions by 2030. The abovementioned investments also include the commissioning of two new furnaces (Campo Bom in Brazil and Pescia in Italy). The
startup of these two furnaces is scheduled early in the second half of 2024 for Campo Bom and in the second quarter of2025 for Pescia. The Group will continue to monitor demand trends in order to confirm these startup dates.
Regarding planned capacity additions scheduled in Spain in 2025 (Montblanc) and again in Italy in 2026, the Group has
decided to postpone their commissioning beyond 2026. Pre-engineering studies are in progress and the Group will begin
investing in its construction as soon as demand has sufficiently recovered.

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Outlook5

5.4. Outlook
5.4.1. Trend information
The Group’s outlook presented below, which is taken from the Group’s overall strategy, is not intended as forecasts or as
estimates of the Group’s results.
The Group makes no undertaking and gives no guarantee as to the achievement of the perspectives contained in thissection.
The Group's medium-term financial objectives for 2022-2024 are set out in the table below:
2022-2023-2024
Organic revenue(1)
growth

+4-6% CAGR

Adjusted EBITDA
margin28%-30% in 2024

Assumptionsl Half from volumes and half from price/mix
l Moderate raw material and energy cost inflation after 2022l Positive price/cost inflation spreadl Net PAP > 2% of cash production costs (i.e. > €35 million per annum)

Cumulative free cash- Some €900 million over(2)flow
3 yearsl Recurring and strategic Capex at around 10% of sales

Earnings per share(3)(excluding PPA)Approximately €3 in2024

l Average cost of financing (before tax) at approximately 2%

Shareholder return
policyDividend per share
growth > 10% perannum + accretive
share buybacks

l Including CO2 related investments and 3 new furnaces by 2024
l Effective tax rate: approximately 27%
l Net income growth > 10% per year
l Investment grade trajectory (net debt leverage < 2x)(1) At constant FX and scope.
(2) Cash flow from operations - Other operating impact - Financial interest paid and other financing costs - Cash Tax.
(3) Earnings excl. amortisation expense for customer relations recognized upon the acquisition of Saint-Gobain’s packaging business, of ca €0.38 /share (net of taxes).

In addition to its financial objectives, Verallia continues to implement its ESG roadmap and confirms its ambitious
environmental objectives announced on 7 October 2021, as outlined below:l

46% reduction in Scope 1 and 2 emissions by 2030 in absolute terms (base year 2019);

l

Scope 3 emissions maintained below 40% of total emissions in 2030;l

Net Zero in 2050 for Scope 1 and 2 emissions.

5.4.2. Forecasts
The forecasts for the year ended 31 December 2023 presented below are based on data, assumptions and estimates that
the Group considers reasonable at the date of this Universal Registration Document. These data and assumptions are
subject to change or to be modified as a result of uncertainties due to the economic, financial, accounting, competitive,
regulatory and tax environments, among others, or as a result of other factors of which the Group is unaware of at the dateof this Universal Registration Document. In addition, the materialisation of certain risks described in Chapter 4 “Risk Factors”
of this Universal Registration Document could have an impact on the Group’s operations, financial position, results oroutlook, and thus jeopardize its forecasts. Furthermore, achieving these forecasts presupposes the success of the Group’s
strategy. Therefore, the Group makes no undertaking and gives no guarantee as to the achievement of the forecasts
contained in this section.
The forecasts presented below and their underlying assumptions were prepared in accordance with the provisions ofdelegated Regulation (EU) No. 2019/980 and ESMA recommendations on forecasts.

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ANALYSIS OF FINANCIAL POSITION
Outlook

5.4.2.1.

Assumptions

The Group has prepared its forecasts for the year ending 31 December 2024 in accordance with the accounting methods
applied in the Group’s consolidated financial statements for the year ended 31 December 2023.
These forecasts are primarily based on the following assumptions for the year ending 31 December 2024:lInternal assumptions:– the continued implementation of the Group's strategy, as described in Chapter 1 of this Registration Document, and inparticular the continued deployment of the Group's operational excellence programme and the Performance Action
Plan (PAP), including cost reduction;– the continued implementation of the Group's dynamic pricing policy with the possibility of passing on to its customers
the increase in its production costs and the continuation of its policy of hedging the risks linked to the evolution of raw
material and energy costs.

lMacro-economic and market assumptions:– the absence of any significant change in the regulatory and fiscal environment existing at the date of this universal
registration document;– the absence of a deterioration in the economic context, particularly a recession in Europe and Latin America;– the satisfactory integration of Allied Glass; and– the absence of a severe deterioration in the Russo-Ukrainian conflict.

5.4.2.2.

Outlook for the financial year ending on 31 December 2023

After 2023 saw a sharp weakening in demand in Europe under the combined effect of a drop in end consumption anddestocking downstream of the value chain, we foresee a gradual recovery in activity over the course of 2024.
In this context and in spite of limited visibility, Verallia has set itself a target to generate adjusted EBITDA of around €1 billion
in 2024, with such EBITDA down year-on-year in the first half (high 2023 comparison base) but up year-on-year in the second
half (rebound in volumes).
This objective will be achieved thanks to the expected growth in activity combined with another annual reduction in cash
production costs (PAP) of 2%.
Verallia is also set to continue its developments in the areas of new eco-designed products, cullet processing anddecarbonation, which lie at the heart of its CSR roadmap.

5.5. Dividends
For the year ended 31 December 2022, the Company’s General Meeting of Shareholders held on 25 April 2023 approved
the payment a dividend of €1.40 per share.
During its meeting on 14 February 2024, the Board of Directors of Verallia decided to propose the payment of a dividend of€2.15 per share in cash for the 2023 financial year. This amount will be subject to approval of the Annual General Meeting of
Shareholders which will take place on 26 April 2024.
The Group's dividend policy aims to increase the dividend per share by a minimum of 10% per annum over the period 2022 2024, subject to approval by the Company's General Meeting of Shareholders.

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Regulated agreements and commitments, and transactions with related parties

55.6. Regulated agreements and commitments,
and transactions with related parties
5.6.1. Related-party transactions and related-party agreements
5.6.1.1.

Agreements and commitments authorised and entered into during the pastfinancial year

No agreements and commitments within the meaning of articles L. 225-38 and following of the French Commercial Codewere signed during the year ended 31 December 2023.

5.6.1.2

Agreements and commitments approved in previous years, the performanceof which continued during the past financial year

As part of its efforts to stagger the average maturity of the Group's financial debt, to continue to diversify the Group's
sources of financing and to seek competitive financing costs, on 16 December 2021 the Company signed an agreement for
an instalment loan for a total principal amount of €30 million with Bpifrance (an affiliate of Bpifrance Participations, ashareholder of the Company, and of Bpifrance Investissement, a member of the Company's Board of Directors). This loan,
fully drawn down as at 31 December 2021, bears interest at a fixed rate of 0.40% per annum and has a maturity of three
years. The purpose of the loan is to finance and/or refinance the working capital requirements and/or capital expenditureof the Company and its subsidiaries within the meaning of Article L. 233-3 of the French Commercial Code. The repaymentof amounts due under the loan was subject to a joint and several guarantee by Verallia Packaging, a wholly-owned
subsidiary of the Company, which was released following the refinancing of the syndicated credit agreement signed on 17
July 2019 by the syndicated credit agreement signed on 17 April 2023 by Verallia. A partial reimbursement amounting to€10.0 million was made in 2023. As at 31 December 2023, the amount outstanding totalled €12,5 million.
The conclusion of this related-party agreement was authorised by the Board of Directors at its meeting of 6 December 2021
and will be subject to ratification by the Company's General Meeting of Shareholders to be held on 11 May 2022.

5.6.2. Main related-party transactions
The Group's related parties include the Company's shareholders, its non-consolidated subsidiaries, associates (equityaccounted companies), and entities over which the Group's various managers exercise at least significant influence.
Figures specifying the relationships with these related parties are provided in Note 22 to the consolidated financial
statements for the year ended 31 December 2023 presented in Section 6.1 of this Universal Registration Document.
An agreement entered into with related parties and/or the performance of which continued during the past financial year.
It concerns an agreement signed in 2021 between Verallia Packaging, a subsidiary of the Company, and Bpifrance, anaffiliate of Bpifrance Participations, a shareholder of the Company, and Bpifrance Investissement, a member of theCompany's Board of Directors, for a total amount of €100,000, aimed at providing Bpifrance with financial and logisticalsupport in the context of Bpifrance's organisation of the "BIG Tour", which will take place from 16 July 2021 to 20 August 2021,
and the "Bpifrance Inno-Generation" event on 7 October 2021. The contract was renewed for €200,000; and covers the "BigTour" from 5 March 2022 to 26 November 2022 and the "Big Inno" held on 6 October 2022.
This partnership was terminated in 2023.

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ANALYSIS OF FINANCIAL POSITION
Regulated agreements and commitments, and transactions with related parties

5.6.3. Statutory Auditors’ special report on related-party agreements
General Shareholders’ Meeting for the approval of the financial statements for the year
ended 31 December 2023
This is a free translation into English of the statutory auditors’ special report on related party agreements of the Company issued
in the French language and is provided solely for the convenience of English speaking readers. This report should be read in
conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,In our capacity as Statutory Auditors of Verallia SA, we hereby report to you on related party agreements.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions ofagreements that have been disclosed to us or that we may have identified as part of our engagement, as well as thereasons given as to why they are beneficial for the Company, without commenting on their relevance or substance oridentifying any undisclosed agreements. Under the provisions of article R.225-31 of the French Commercial Code (Code decommerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should beapproved.
Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of theFrench Commercial Code in relation to the implementation during the year of agreements already approved by theGeneral Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France
to such engagements. These procedures consisted in verifying that the information given to us is consistent with theunderlying documents.

AGREEMENTS TO BE SUBMITTED FOR THE APPROVAL OF THE GENERAL SHAREHOLDERS’ MEETING
We were not informed of any agreements authorised and entered into during the year to be submitted for the approval of
the General Shareholders’ Meeting pursuant to the provisions of article L.225-38 of the French Commercial Code.

AGREEMENTS ALREADY APPROVED BY THE GENERAL SHAREHOLDER’S MEETING
Agreements approved in previous years that were implemented during the year
In accordance with article R.225-30 of the French Commercial Code, we were informed of the following agreements,
approved by the General Shareholders' Meeting in previous years, which were implemented during the year.

Instalment loan agreement entered into with Bpifrance
In its efforts to extend its average debt maturity profile, continue diversifying its sources of funding and obtain competitive
financing costs, on 16 December 2021, the Company entered into an instalment loan agreement for a total principal
amount of €30 million with Bpifrance (an affiliate of Bpifrance Participations, a shareholder of the Company, and Bpifrance
Investissement, a member of the Company's Board of Directors).
The loan was fully drawn at 31 December 2021; it bears interest at an annual fixed rate of 0.40% and has a maturity of three
years. Its purpose is to finance and/or refinance the working capital requirement and/or investment expenditure of theCompany and its subsidiaries within the meaning of article L.233-3 of the French Commercial Code.
Verallia Packaging, a wholly owned subsidiary of the Company, stood as joint and several guarantor for the repayment of
the amounts due under this loan, and was released following the refinancing of the syndicated loan signed on 17 July 2019by the syndicated loan agreement signed on 17 April 2023 by Verallia. A partial repayment totalling €10 million was made in
2023. The amount outstanding at 31 December 2023 was €12.5 million.

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Regulated agreements and commitments, and transactions with related parties

5This related party agreement was authorised by the Board of Directors at its meeting on 6 December 2021 and approvedby the Company's General Shareholders' Meeting of 11 May 2022.

Neuilly-sur-Seine and Paris, 14 February 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Nicolas Brunetaud

BM&A
Eric Seyvos

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6

FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023

6.1.

The Group’s consolidated financial
statements

332

6.2.

Statutory Auditors’ report on the
consolidated financial statements

397

6.3.

The Company’s annual individual
financial statements

401

6.4.

Payment times and five years summary

415

6.5.

Statutory Auditors’ report on the parent
company financial statements for theyear ended 31 December 2023

417

In accordance with Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June
2017, the following are included by way of reference in this Universal Registration Document:lthe financial statements for the year ended 31 December 2022 and corresponding Statutory Auditors’ reportprovided in Chapter 6 of the Company’s Universal Registration Document filed with the French Autorité desmarchés financiers on 29 March 2023 under number D. 23-0176

lthe financial statements for the year ended 31 December 2021 and corresponding Statutory Auditors’ reportprovided in Chapter 6 of the Company’s Universal Registration Document filed with the French Autorité desmarchés financiers on 29 March 2022 under number D. 22-0188

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6.1. The Group’s consolidated financial
statements
Statement of consolidated financial position(in € million)

Notes

Year ended 31 December
2023
2022

ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates
Deferred tax
Other non-current assets
Non-current assets
Short-term portion of non-current assets
Inventories
Trade receivables
Current tax receivables
Other current assets
Cash and cash equivalents
Current assets
Total Assets

9
10
11
3.3
8.2
13

14.1
14.2
14
14.2
15

687.8
416.2
1,795.6
6.7
33.6
57.8
2,997.7
1.4
711.5
144.3
15.1
115.7
474.6
1,462.6
4,460.3

664.0
482.4
1,609.0
5.9
27.5
186.3
2,975.1
1.3
536.8
250.4
5.4
392.3
330.8
1,517.0
4,492.1

413.3
494.6
907.9
50.6
958.5
1,610.5
88.9
141.9
45.5
1,886.8
249.2
49.8
627.1
66.3
622.6
1,615.0
4,460.3

413.3
590.1
1,003.4
64.0
1,067.4
1,562.2
87.4
276.2
23.2
1,949.0
200.9
54.3
740.6
44.3
435.6
1,475.7
4,492.1

EQUITY & LIABILITIESShare capital
Consolidated reserves
Equity attributable to shareholders
Non controlling interests
EquityNon-current financial liabilities and derivatives
Provisions for pensions and other employee benefits
Deferred tax
Provisions and other non-current financial liabilities
Non-current liabilities
Current financial liabilities and derivatives
Current portion of provisions and other non-current financial liabilities
Trade payables
Current tax liabilities
Other current liabilities
Current liabilities
Total Equity and Liabilities

16.1

17
19
8.2
18
17
18
14.3
14
14.3

*In accordance with IFRS 3, the balance sheet published at 31 December 2022 was restated for adjustments to the assets
acquired and liabilities assumed from the Allied Group, purchased in 2022, that were made during the purchase priceallocation period.
These adjustments are presented in Note 1.2.1 "Highlights" and in the reconciliation table that comes after the Group’s
summary financial statements.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Consolidated statement of income(in € million)
Revenue
Cost of sales
Selling, general and administrative expenses
Acquisition-related items
Other operating income and expenses
Operating profit
Net financial income (expense)
Profit (loss) before tax
Income tax
Share of net profit (loss) of associates
Net profit (loss) for the year
Attributable to shareholders of the Company
Attributable to non-controlling interests
Basic earnings per share (in €)Diluted earnings per share (in €)

Note
5.1
5.2
5.2
6.1
6.2
7
8.1
3.3

16.4
16.4

Year ended 31 December
2023
2022
3,903.8
3,351.5(2,853.5)(2,527.1)(212.4)(194.4)(71.3)(65.6)
(5.2)
(6.1)
761.3
558.3
(119.0)(80.7)
642.4
477.6(167.4)(122.1)
0.3
0.2
475.3
355.6
470.0
342.0
5.3
13.6
4.02
2.92
4.01
2.92

Consolidated statement of comprehensive income(in € million)
Net profit (loss) for the year
Items that may be reclassified to profit or loss
Translation differences
Changes in fair value of cash flow hedges
Deferred tax on items that may subsequently be reclassified to profit or loss
Total
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit liability (asset)
Deferred tax on items that will not be reclassified to profit or loss
Total
Other comprehensive income (loss)

Note

Year ended 31 December
2023
2022
475.3
355.6
(106.9)(470.0)127.3(449.6)(7.0)(17.0)
6.5(17.5)

(5.9)
1.6
(4.3)
(453.9)

25.9
(7.3)
18.6
1.1

Total comprehensive income (loss) for the year

21.4

356.7

Attributable to shareholders of the Company
Attributable to non-controlling interests

52.8(31.4)

354.9
1.8

8.2

19.1
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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Consolidated statement of cash flows(in € million)

Note

Net profit (loss) for the year
Share of net profit (loss) of associates, net of dividends received

3.3

Year ended 31 December
2023
2022

475.3

355.6

(0.3)

(0.2)

326.7

295.9

Gains and losses on disposals of assets

6.2

(3.1)

(1.3)

Interest expense on financial liabilities

17.7

Depreciation, amortisation and impairment of assets

53.2

29.4

Unrealised gains and losses on changes

12.9

10.8

Gain/loss on net monetary position (IAS 29, Hyperinflation)

24.5

18.4

Unrealised gains and losses on changes in the fair value of derivatives

22.2

2.1

Change in inventories

14(191.8)(92.8)

Change in trade receivables, trade payables and other receivables and payables

14

92.7

50.9

14 & 8.1

176.8

135.5

14

(131.4)(105.9)0.2

0.8

Current tax expense
Taxes paid
Changes in deferred taxes and provisions
Net cash flows from operating activities
Acquisition of property, plant and equipment and intangible assets

10 & 11

857.9

699.2

(418.0)(367.0)

(1.5)

75.2

Acquisitions of subsidiaries, takeovers, net of cash acquired(35.5)(247.9)Deferred payment related to the acquisition of a subsidiary

(2.9)

(0.4)

(457.9)(540.1)

5.1

4.5

Increase (decrease) in debt on fixed assets

14

Capital expenditures
Disposals of property, plant and equipment, intangible assets included related costs
Disposals
Increase in loans, deposits and short-term borrowings
Reduction in loans, deposits and short-term borrowings
Changes in loans and deposits

13

Net cash flows from (used in) investing activities
Capital increase (reduction)

16

Dividends paid

5.1

4.5

(10.9)(12.3)

4.1

7.9

(6.8)

(4.4)

(459.6)(540.0)

18.6

13.0

(163.8)(122.7)(Increase) decrease in treasury stock(41.7)(8.4)

Transactions with shareholders of the parent company(186.9)(118.1)Dividends paid to non-controlling interests by consolidated companies

(3.1)

(2.7)

Transactions with non-controlling interests

(3.1)

(2.7)

Increase (reduction) in bank overdrafts and other short-term borrowings

17

34.5

(1.7)

Increase in long-term debt

17

569.7

6.8

Reduction in long-term debt

17(565.0)(172.3)Financial interest paid

17(51.2)(28.1)

Change in gross debt

(12.0)(195.3)

Net cash flows from (used in) financing activities(202.0)(316.1)

Increase (reduction) in cash and cash equivalents

196.3(156.9)Impact of changes in foreign exchange rates on cash and cash equivalents(52.6)(6.9)

Opening cash and cash equivalents

330.8

494.6

Closing cash and cash equivalents

474.6

330.8

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Consolidated statement of change in equity(in € million)

Note

As of 31 December
2021

Number ofsharesSharecapital122,289,183

413.3

Share Treasur Translation
premium y shares
reserve
138.5(165.1)Other comprehensive
incomeOther
Equityreserves attributable
HedginandtoNong retained shareholde controlling
reserve earnings
rs
interests(145.5)

336.7

168.5

746.4

53.3

799.7

4.7

(16.9)

25.1

12.9(11.8)

1.1

342.0

342.0

13.6

355.6

367.1

354.9

1.8

356.7

Net profit (loss) for theyear
Total comprehensive
income for the year

4.7

Capital increase for
the Group Savings
Plan _ Verallia SA

16.1

611,445

2.1

10.9

Distribution of
Dividends (per share :1.05 euro)

16.1

—

—

—

Purchase of shares(16.9)

13.0(611,445)(2.1)(15.5)

Sales of treasury
sharesShare-based
compensation
IAS 29 Hyperinflation
Change in noncontrolling interests
As of 31 December
2022

122,289,183

(4.1)

—

—

—

5.7

5.7
27.6

—
18.5

5.7
46.1

27.6

—

2.5

(15.8)——

0.1(13.3)
0.1

(8.1)

—

—

(21.4)
0.1

413.3

133.9

(151.8)(140.8)

322.3

426.4

1,003.4

64.0

1,067.4(70.2)(469.9)122.9(417.2)(36.7)(453.9)

470.0

470.0

5.3

475.3

592.9

52.8

(31.4)

21.4(70.2)

2.1(469.9)

18.6

16.5

Distribution of
Dividends (per share :1.40 euro)(163.8)(41.7)

Purchase of shares
Cancellation ofTreasury shares(124.2)(8.4)—

Total comprehensive
income for the year

611,445——

Net profit (loss) for the
year

16.1

(1.5)

—

Other comprehensive
incomeCapital increase for
the Group Savings
Plan _ Verallia SA(122.7)
(8.4)

17.6
4.1

Other

16.2

(611,445)

13.0—(122.7)(8.4)

Cancellation ofTreasury shares

Total
equity(2.1)(17.7)

Sales of treasury
shares18.6(163.8)(41.7)(3.1)(166.9)(41.7)

19.8
7.2

(7.2)

Share-based
compensation

8.2

8.2

—

8.2

IAS 29 Hyperinflation

30.9

30.9

20.6

51.5

—

—
(0.5)

—

(0.5)

0.5

—
—

886.9

907.9

50.6

958.5

Change in noncontrolling interests

—

Other
As of 31 December
2023

122,289,183

413.3

132.7

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

RECONCILIATION OF THE BALANCE SHEET PUBLISHED AT 31 DECEMBER 2022
WITH THE BALANCE SHEET AT 31 DECEMBER 2022 PRESENTED FOR COMPARISON PURPOSESIN THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2023
In accordance with the provisions set out in IFRS 3, the Group has 12 months in which to identify and measure the assets
acquired and liabilities assumed.
The acquisition of Allied Glass was finalised a few days prior to the closing date of 31 December 2022, so final purchaseprice allocation was still pending.
In 2023, the Group retrospectively adjusted the provisional impacts recognised at the transaction date (cf. Note 1.2).
Consequently, the condensed consolidated statement of financial position at 31 December 2022 presented in thesefinancial statements has been restated as follows:(in € million)

31 December
2022

Adjustments

31 December
2022 adjusted

ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
Investments in associates
Deferred tax
Other non-current assets
Non-current assets
Short-term portion of non -current assets
Inventories
Trase receivables
Current tax receivables
Other current assets
Cash and cash equivalents
Current assets
Total Actifs

783.9
313.1
1,609.0
5.9
27.5
186.3
2,925.7
1.3
536.8
250.4
5.4
392.8
330.8
1,517.0
4,442.7(120.0)
169.3

49.3

49.3

664.0
482.4
1,609.0
5.9
27.5
186.3
2,975.1
1.3
536.8
250.4
5.4
392.3
330.8
1,517.0
4,492.1

EQUITY & LIABILITIESShare capital
Consolidated reserves
Equity attributable to shareholders
Non controlling interests
EquityNon-current financial liabilities and derivatives
Provisions for pensions and other employee benefits
Deferred tax
Provisions and other non-current financial liabilities
Non-current liabilities
Current financial liabilities and derivatives
Current financial portions of provisions and other non-current financial
liabilities

413.3
590.1
1,003.4
64.0
1,067.4
1,562.2
87.4
226.0
23.2
1,898.8
200.9
54.3

Trade payables
Current tax liabilities
Other current liabilities
Current liabilities
Total Equity and Liabilities

740.6
44.3
436.4
1,476.5
4,442.7

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50.2
50.2

(0.9)
(0.9)
49.3

413.3
590.1
1,003.4
64.0
1,067.4
1,562.2
87.4
276.2
23.2
1,949.0
200.9
54.3
740.6
44.3
435.6
1,475.7
4,492.1

6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Information on the Group

338

Note 2 – Basis of preparation of the consolidated financial statements

340

Note 3 – Consolidation method and scope of consolidation

343

Note 4 – Segment information

347

Note 5 – Operating income and expenses

349

Note 6 - Other operating income and expenses

351

Note 7 – Financial income and expenses

352

Note 8 – Income tax

353

Note 9 – Goodwill

356

Note 10 – Other intangible assets

357

Note 11 – Property, plant and equipment

358

Note 12 – Impairment of goodwill and fixed assets

359

Note 13 – Other non-current assets

362

Note 14 – Change in net working capital

363

Note 15 – Cash and cash equivalents

366

Note 16 – Equity

367

Note 17 – Borrowings and financial liabilities

369

Note 18 – Provisions and other non-current financial liabilities

375

Note 19 – Provisions for pensions and similar liabilities

378

Note 20 – Financial risk management

383

Note 21 – Financial instruments

387

Note 22 – Related parties

392

Note 23 – Contractual obligations and off-balance sheet commitments

394

Note 24 – Audit fees

396

Note 25 – Events after the closing date

396

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 1 – Information on the Group
1.1 Incorporation and creation
1.1.1 Company nameAt 31 December 2023, the Company’s name is “Verallia” and has been since 20 June 2019.

1.1.2 Place of registration and registration number
The Company is registered in the Nanterre Trade and Companies Register under number 812 163 913.
LEI: 5299007YZU978DE0ZY32

1.1.3 Date of incorporation and term of the Company
The Company is incorporated for a period of 99 years starting from its registration on 23 June 2015, unless it is dissolved earlyor extended on the joint decision of its shareholders in accordance with the law and articles of association.
The financial year begins on 1 January and ends on 31 December of each year.

1.1.4 Registered office, legal form and governing laws
The Company’s registered office is located at 31 Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie,
France.
At 31 December 2023, the Company is a société anonyme (limited company) governed by French law.

1.2 Operations
With industrial operations in 12 countries, Verallia is the world’s third-largest producer of glass packaging for beverages andfood products.
The Group produced more than 16 billion glass bottles and jars in 2023.
At 31 December 2023, its main subsidiaries are located in the following countries: France, Italy, Germany, the United
Kingdom, Spain, Portugal, Argentina and Brazil. Verallia employs approximately 11,000 employees worldwide and operates
34 factories.

1.1.2 Highlights
Acquisition of five new cullet treatment centres from the Santaolalla group
On 2 November 2023, the Group finalised the acquisition of all the shares in three Santaolalla Group companies (Ecosan
Ambiental, Ecolabora and Vidrologic) in Spain and Portugal, including five new cullet processing plants, for €33.1 million; thistransaction forms part of its commitment to sustainable development and particularly to reducing its CO2 emissions.
The acquisition of these entities was financed from Verallia’s available cash.
The difference between the consideration paid and the carrying amount of the assets acquired and liabilities assumed has
been recognised in full as goodwill in the provisional amount of €18.6 million.

Verallia obtains Investment Grade credit ratings from Moody's and Standard & Poor's
In April 2023, rating agency Moody’s upgraded the Group’s long-term credit rating to Baa3 with a stable outlook.
In May 2023, rating agency Standard and Poor’s upgraded the Group’s long-term credit rating to BBB- with a positive
outlook.
The issue ratings on each of the two €500 million sustainability-linked bonds issued in May 2021 and November 2021 werealso upgraded from BB+ to BBB-.
Verallia is now rated as Investment Grade by both agencies.

338

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Refinancing of the Group’s syndicated credit facility
In April 2023, Verallia arranged a €1.1 billion syndicated facility in the form of:la €550 million term loan andla €550 million revolving credit facility (RCF) which remained undrawn at 31 December 2023,

in order to refinance in advance its €1 billion syndicated facility which was signed in 2019 and scheduled to mature in 2024.
The new term loan has a four-year maturity with a one-year extension option, while the new RCF has a five-year maturity
with two one-year extension options.
The terms and conditions applied to these new credit facilities are linked to CSR indicators (Note 17.2.2).

2023 employee shareholding offer
On 22 June 2023, Verallia issued 611,445 new ordinary shares, corresponding to 0.5% of its share capital and voting rights, aspart of a capital increase reserved for employees based on a standard formula with a discount and including a matching
contribution. The IFRS 2 expense measuring the benefits offered to employees was measured by reference to the share’s fairvalue on the last day of subscription. At 31 December 2023, it amounted to €3.0 million.
In order to offset the dilutive impact of this transaction, Verallia simultaneously carried out a capital reduction by cancelling
611,445 treasury shares acquired under the share buyback programme.

Follow-up to the acquisition of Allied Glass
On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass for £206 million,
equivalent to €235.5 million.
At 31 December 2022, the difference between the total consideration paid and the carrying amount of the assets acquired
and liabilities assumed, except for inventories measured at their fair value, was recognised as goodwill in the provisionalamount of €250.7 million, as allowed under IFRS 3 “Business Combinations”.
During the course of 2023 and within 12 months of the acquisition date, the Group completed the process of identifying andmeasuring the identifiable assets acquired and liabilities assumed.
Changes to the values assigned initially were recognised retrospectively at the acquisition date with a corresponding
impact on the amount of goodwill, primarily concerning:lthe valuation of customer relationships in an amount of €171.3 million (£149.8 million);lthe €(42.8) million deferred tax liability for customer relationships (£(37.4) million);ladjustments to the liabilities acquired, of which an €8.0 million increase in deferred tax liabilities.

Consequently, the consolidated statement of financial position at 31 December 2022 was restated (see the reconciliation of
the balance sheet published at 31 December 2022 with the balance sheet at 31 December 2022 presented for comparison
purposes in the consolidated financial statements at 31 December 2023).

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Total Allied Glass net assets acquired after incorporating adjustments at the acquisition date(In € million)

Assets acquired
and liabilities
assumed before
adjustments

Adjustments

Assets acquired
and liabilities
assumed after
adjustments

ASSETS ACQUIRED
Intangible assets
Property, plant and equipment
Non-current assets
Inventories
Trade receivables
Current tax receivables
Other current assets
Cash and cash equivalents
Current assets
Total identifiable assets acquired

—
94.4
94.4
42.6
31.7
1.9
5.5
11.1
92.8
187.3

171.3
171.3

171.3

171.3
94.4
265.7
42.6
31.7
1.9
5.5
11.1
92.8
358.6

LIABILITIES ASSUMED
Non-current financial liabilities and derivatives
Deferred tax
Non-current liabilities
Current financial liabilities and derivatives
Trade payables
Other current liabilities
Current liabilities
Total liabilities assumed

106.4
9.3
115.7
38.2
25.6
22.9
86.8
202.5

(0.9)
(0.9)
49.9

106.4
60.1
166.5
38.2
25.6
22.0
85.9
252.4

Total net assets acquired(15.2)

121.4

106.2

Acquisition priceTotal net assets acquired
Goodwill

235.5(15.2)
250.7

121.4(121.4)

235.5
106.2
129.3

50.8
50.8

The amount of goodwill was adjusted accordingly and amounted to €129.3 million at 8 November 2022 (€130.1 million at 31
December 2023 based on exchange rates prevailing on the closing date).
At 31 December 2023, the impact of this acquisition on revenue and operating profit (loss) amounted to €215.2 million and€36.6 million, respectively.

Note 2 – Basis of preparation of the consolidated financial statements
2.1 Declaration of compliance and applicable framework
The Verallia Group’s consolidated financial statements for the period ended 31 December 2023 were prepared inaccordance with international accounting standards (IFRS) as published by the IASB (International Accounting Standards
Board) and adopted in the European Union in compliance with European Regulation n°1606/2002 of 19 July 2002. They
were approved by the Board of Directors on 14 February 2024.
International accounting standards include IFRS (International Financial Reporting Standards), IAS (International Accounting
103
Standards) and their interpretations. This reporting framework can be found on the European Commission’s website .
The consolidated financial statements are presented in millions of euros, with amounts rounded up or down to the nearest
million. So rounding differences may appear between different financial statements. In addition, adjustments may havebeen made in the notes to the financial statements in respect of prior periods in order to conform to the presentation of thecurrent year with no impact on the financial statements.

103

https://ec.europa.eu/info/index_en

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

The terms “Verallia”, “the Group” or “the Verallia group” refer to the Verallia SA company together with its consolidated
subsidiaries.
The accounting principles applied are identical to those applied to the consolidated financial statements at 31 December
2022 except for the following standards, amendments and interpretations applied starting from 1 January 2023:
Amendments to IAS 1 - Disclosure of Material Accounting Policy Information
Amendments to IAS 8 - Definition of Accounting Estimates (distinction between changes in accounting
policies vs changes in accounting estimates)

1 January 2023

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Amendments to IAS 12 – International Tax Reform – Pillar Two Model Rules

1 January 2023
1 January 2023

1 January 2023

The amendments to IAS 1 and IAS 8 had no material impact on the Group’s financial statements.
The amendment to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction had no impact on
the Group’s financial statements to the extent that the Group did not apply the initial recognition exemption for deferredtaxes which is allowed when a temporary difference arises from the initial recognition (other than for business combinations)of an asset or liability that affects neither accounting profit nor taxable profit at the transaction date.
The amount of deferred taxes is now recognised for the taxable temporary difference (deferred tax liabilities) and for the
deductible temporary difference (deferred tax assets).
The Pillar Two Directive was transposed into French law after being passed under the 2024 Finance Law. The Group falls
within the scope of application of the Pillar Two rules on account of the revenues it generates. These new measures arebeing monitored closely at Group level.
Based on the information available to date, the Group does not expect them to have a material impact.
In addition, the Group applied the mandatory temporary exception introduced by these amendments to IAS 12 International Tax Reform - Pillar Two Model Rules to its consolidated financial statements at 31 December 2023, an exceptionthat consists in not accounting for deferred taxes related to income tax arising from the Pillar Two rules.
The Group did not apply the following new standards, amendments and interpretations, which were not yet effective:
Amendments to IAS 1– Classification of Liabilities as Current or Non-current
Amendments to IAS 1 – Non-Current Liabilities with Covenants
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements
Amendments to IAS 21 – Lack of Exchangeability

1 January 2024
1 January 2024
1 January 2024
1 January 2024
1 January 2025

2.2 Estimates and judgements
In preparing consolidated financial statements, Management relies on estimates and assumptions that may affect theamounts of assets, liabilities, income and expenses, as well as the information presented in the notes. These estimates andassumptions are reviewed on a regular basis to ensure that they are reasonable in light of the Group’s history, economic
conditions and the information available to the Group.
The Group has factored climate risks and fulfilment of its CSR commitments into its year-end assumptions and incorporated
their potential impact into its financial statements. The risks factored in are described in Notes 11, 12, 14.4, 17.2.1, 18.1.2,
18.1.4, 19.3.1 and 23.1 to the financial statements.
Actual results may differ from the estimates used. Major sources of estimation uncertainty may result in significant
adjustments made to the amounts of assets and liabilities in the subsequent year. Besides making use of estimates, theGroup’s Management must exercise judgement in selecting and/or applying the most appropriate accounting treatment
for certain transactions and activities and in defining the terms of its application.
The main estimates and judgements made by Management in preparing these consolidated financial statements are as
follows:
Management’s main judgements and estimates

Note

Assessment of the recoverable value of goodwill and fixed assets
Measurement of provisions and other financial liabilities
Measurement of defined benefit obligations and plan assets

9 & 12
18.1
19.1

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

2.3 Valuation principles
The consolidated financial statements were prepared on a historical cost basis with the exception of:lcertain financial assets and liabilities measured using the fair value model (Note 21);ldefined benefit plan assets (Note 19.1).

ACCOUNTING PRINCIPLES
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date.
The methods used to measure the fair value of financial and non-financial assets and liabilities as defined above areclassified according to the following three fair value levels:lLevel 1: fair value measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.

lLevel 2: fair value measured using inputs other than quoted prices in active markets that are observable either directly(price) or indirectly (price-derived data).

l

Level 3: fair value inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2.4 Transactions in foreign currencies

ACCOUNTING PRINCIPLESTranslation of the financial statements of foreign companies
The Group’s presentation currency is the euro, which is also the functional currency of the Group’s parent company. EachGroup entity determines its own functional currency, and all its financial transactions are then measured in that currency.
The financial statements of subsidiaries that have a functional currency other than the presentation currency are translatedusing the closing rate method:lassets and liabilities, including goodwill and fair value adjustments in the context of acquisition accounting, aretranslated into euros at the closing rate, i.e. the daily rate on the closing date;lstatement of income and cash flow items are translated into euros at the average rate for the period, unless significant
differences are recognised.

The resulting foreign currency translation differences are recognised in other comprehensive income, with a corresponding
entry in the translation reserve in shareholders’ equity. When a foreign entity is sold, the cumulative amount of foreign
currency translation differences in equity relating to that entity is reclassified to profit or loss.

Recognition of foreign currency transactions
Transactions denominated in foreign currency are converted into euros at the exchange rate prevailing on the date of thetransaction. Monetary assets and liabilities denominated in foreign currencies are converted at the closing rate, and theresulting translation differences are recognised in the statement of income in financial income or expense. Non-monetary
assets and liabilities denominated in foreign currencies are translated at the exchange rate applicable on the day of thetransaction.
Differences arising from the translation of borrowings, loans or advances that are substantially part of the net investment in aforeign entity are recognised in other comprehensive income, with a corresponding entry in the translation reserve in equity,and reclassified to profit or loss on disposal of the net investment.

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6

Hyperinflation in Argentina
In 2018, Argentina was considered a “hyperinflationary” economy within the meaning of IFRS, rendering IAS 29 “Financial
reporting in hyperinflationary economies” applicable.
Accordingly, the Group has applied IAS 29 since 1 January 2018. Adoption of IAS 29 requires the restatement of the nonmonetary assets and liabilities, equity and statement of income of the Group’s Argentine subsidiary in order to reflect thechange in the purchasing power of its functional currency. The gain or loss on the net monetary position is included infinancial income or expense. Moreover, the financial information for the Group’s Argentine subsidiary is translated into euros
by applying the exchange rate prevailing on the closing date of the relevant period.
On 20 March 2020, the IASB Interpretations Committee published its position with respect to accumulated translationdifferences in a hyperinflationary economy. The Group therefore transferred the translation differences accumulated on its
Argentine subsidiary at 1 January 2018 to the translation reserve.
The rates selected for the main currencies were as follows:
2023
Closing rate
5.38
895.12
0.87
98.26
42.21

Brazilian real (EUR/BRL)
Argentine peso (EUR/ARS)*
Pound Sterling (EUR/GBP)
Russian rouble (EUR/RUB)
Ukrainian hryvnia (EUR/UAH)

Average rate
5.40
317.87
0.87
92.12
39.55

2022
Closing rate
5.65
189.21
0.88
77.96
38.95

Average rate
5.44
136.66
0.85
72.15
33.96

*In accordance with IAS 29, all financial information is translated at the closing rate for subsidiaries located in a country
considered to be “hyperinflationary” (applicable to Argentina since 2018).

Note 3 – Consolidation method and scope of consolidation
ACCOUNTING PRINCIPLES
Basis of consolidation
The consolidated financial statements include the assets and liabilities, income and cash flows of the Company and its
subsidiaries. All balances and reciprocal transactions between companies controlled by the Group are eliminated.
Subsidiaries are entities over which the Group has control. The Group controls an entity when it is exposed or entitled tovariable returns because of its relationship with the entity and has the ability to affect those returns because of the power itholds over it. The interests acquired in these entities are consolidated from the date on which control is transferred to theGroup. They are deconsolidated from the date on which control ceases to be exercised. See Note 3.3 for more information
on associates.

3.1 Changes in the scope of consolidation

ACCOUNTING PRINCIPLESBusiness combinations
Business combinations are accounted for in accordance with IFRS 3 “Business combinations” using the acquisition method.
Goodwill corresponds to:l the fair value of the consideration transferred; pluslthe amount recognised for any non-controlling interests in the acquiree; plusl

if the business combination is achieved in stages, the fair value of any pre-existing equity interest in the acquiredcompany; lesslthe net recognised amount (generally at fair value) of the identifiable assets acquired and liabilities assumed.

When the difference is negative, a bargain purchase gain is recognised immediately in profit or loss.

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The Group’s consolidated financial statements

The consideration for the acquisition is measured at fair value, which is the sum of the fair values, at the acquisition date, of
the assets transferred, the liabilities incurred or assumed, and the equity securities issued in exchange for the acquisition ofcontrol of the acquired company. When the consideration transferred by the Company in a business combination includes
a contingent consideration arrangement, the contingent consideration is measured at fair value. Subsequent changes in
the fair value of the contingent consideration corresponding to debt instruments are recognised in profit or loss.
Acquisition-related costs are recorded as expenses when incurred and recognised in “Items related to acquisitions” in the
consolidated statement of income.
At the acquisition date, the Group recognises identifiable assets acquired and liabilities assumed (identifiable net assets) in
the subsidiary, based on their fair value at that date (with some exceptions). The assets and liabilities recognised may be
adjusted for a maximum of 12 months from the acquisition date, based on new information gathered on the facts andcircumstances existing at the acquisition date.
For business combinations resulting in less than a 100% interest, the non-controlling interest in the acquired company (i.e.
any interest that gives its holders the right to a share of the net assets of the acquired company), as at the acquisition date,is measured:leither at fair value, so that a portion of the goodwill recognised at the time of the combination is allocated to the noncontrolling interest (the “full goodwill” method);lor based on the share of the identifiable net assets of the acquired company, so that only goodwill attributable to theGroup is recognised (the “partial goodwill” method).

The method applied is selected depending on factors specific to each transaction.

Changes in equity interests (%) in subsidiaries without change of control
Transactions with non-controlling interests that do not result in a gain or loss of control are accounted for as equity
transactions – in other words, as transactions with shareholders acting in that capacity. The difference between the fairvalue of any consideration paid and the carrying amount of the share of the subsidiary’s net assets acquired or disposed ofis recorded in equity.

Commitments to purchase non-controlling interests
Commitments to purchase non-controlling interests result in the recognition in the financial statements of a liability in“Provisions and other non-current financial liabilities”, which is the present value of the estimated exercise price of the put
option on non-controlling interests, with a corresponding reduction in non-controlling interests and equity attributable toowners of the parent company for the balance, if any. Any subsequent change in the fair value of the liability is recognised
through an adjustment to equity.

Assets and liabilities held for sale and discontinued operations
When the Group expects to recover the value of an asset or group of assets through its sale rather than its use, the asset inquestion is presented separately on the “Assets held for sale” line in the statement of financial position, in accordance withIFRS 5 “Non-current assets held for sale and discontinued operations”. Liabilities related to such assets, if any, are alsopresented on a separate line of the statement of financial position (“Liabilities related to assets held for sale”).
Assets classified as such are measured at the lesser of the carrying amount or the fair value, less the cost of selling them.
Assets classified as assets held for sale cease to be depreciated from the date they qualify for classification as assets held
for sale.
A discontinued operation is either a component of the Group from which it has separated or an activity that is classified asheld for sale and:lwhich represents a separate major line of business or geographical area of operations; andlis part of a single, coordinated plan to dispose of a separate line of business or geographical area of operations; orlis an activity acquired exclusively for resale.

When an activity is classified as a discontinued operation, the income statement and the cash flows statement are restatedas if the activity had met the criteria for an activity that was discontinued from the start of the comparative period.
In these financial statements, no non-current assets meet the criteria for classification as assets held for sale and no
operations were sold during the year.

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6

ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENTTo determine the fair value of assets and liabilities at the acquisition date, the Group makes estimates using several methods
with the help of independent valuation experts. These estimates are based on a number of assumptions and assessments.
The significant assumptions used to determine the fair value of assets acquired and liabilities assumed include the following
valuation methods: the cost approach, the revenue approach and the market approach. These methods are based on
cash flow projections and related discount rates, sector indices, market prices for replacement cost and comparable
market transactions.

3.1.1 Changes in 2023
There were no noteworthy changes to the scope of consolidation other than the acquisition of companies from theSantaolalla Group described in Note 1.2.1 “Highlights”.

3.1.2 Changes in 2022
There were no significant changes to the scope of consolidation other than the buyout of Verallia Deutschland’s minority
shareholders by Verallia Packaging and the acquisition of Allied Glass described in Note 1.2.1 “Highlights”.

3.2 List of the main consolidated companies

EntityVerallia SA
Verallia Deutschland
Rayen-Cura
Verallia Brasil
Verallia Chile
Verallia Spain
Société Charentaise de Décor
Verallia France
Verallia Packaging
Verallia Italia
Verallia Polska
Verallia Portugal
Kavminsteklo Zao
Zao Kamyshinsky Steklotarny ZA
Verallia UK *Verallia Ukraine% interest as of 31
December% control as of 31
DecemberCountry
FranceGermany
Argentina
BrazilChile
Spain
FranceFranceFrance
Italy
PolandPortugal
RussiaRussia2023
100.00 %100.00 %59.96 %
99.99 %
99.99 %
99.94 %
100.00 %100.00 %100.00 %99.99 %
100.00 %99.94 %
99.15 %
96.46 %

2022
100.00 %100.00 %59.96 %
100.00 %100.00 %99.94 %
100.00 %100.00 %100.00 %100.00 %100.00 %99.94 %
99.15 %
96.46 %

2023
100.00 %100.00 %60.00 %
100.00 %100.00 %99.94 %
100.00 %100.00 %100.00 %99.99 %
100.00 %100.00 %99.15 %
96.46 %

2022
100.00 %100.00 %60.00 %
100.00 %100.00 %99.94 %
100.00 %100.00 %100.00 %100.00 %100.00 %100.00 %99.15 %
96.46 %

Consolidation
methodParent company
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation

United Kingdom

100.00 %100.00 %100.00 %100.00 %Full consolidation

Ukraine100.00 %100.00 %100.00 %100.00 %Full consolidation*Allied Glass Container has been renamed Verallia UK since January 2023

3.3 Investments in equity-accounted companies

ACCOUNTING PRINCIPLES
Associates
Associates are companies over which the Group exercises significant influence, i.e. the power to participate in financial
and operating policy decisions, but without exercising control or joint control over such policies. They are recognised in the
consolidated financial statements using the equity method.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
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Equity method
Under the equity method, an investment in an associate must initially be recognised at the acquisition cost and thenadjusted based on the Group’s share of the profit or loss and, where applicable, its share of the associate’s other items ofcomprehensive income as well as dividends. Goodwill is included in the carrying amount of the investment. Any losses orreversals of the value of investments and any gains or losses on the sale of investments in companies accounted for underthe equity method are presented under “Share of net income of associates” in the statement of income.
Gains from transactions with equity-accounted entities are eliminated via a corresponding entry of equity-accounted
securities in proportion to the Group’s interest in the Company. Losses are eliminated in the same way as gains, but only
insofar as they are not indicative of impairment.
The Group holds several interests in associates, none of which is of a significant size individually:
EntityVetreco SRL
Cogeneradores Vidrieros
Verre Recycling

Country
Italy
Spain
Germany

Main % interest as of 31 December
2023
2022
Consolidation method
40.0 %
40.0 %
Equity method
41.0 %
25.8 %
Equity method
40.0 %
40.0 %
Equity method

Changes in investments in associates break down as follows:(in € million)

Year ended 31 December
2023

2022

Opening
Gross amount

5.9

5.1

Impairment
Investments in associates – Net amount

—

—

5.9

5.1

Changes during the year
Translation differences——

Transfers, share issues and other movements

0.5

0.6

Dividend paid——

Share of profit (loss) of associates
Total changes

0.3

0.2

0.8

0.8

Gross amount

6.7

5.9

Impairment
Investments in associates – Net amount

—

—

6.7

5.9

Closing

The table below presents the main financial information concerning investments in associates (presented at 100%):(in € million)

Year ended 31 December
2023

2022

16.3

13.3

Total assets

58.6

61.5

Total revenue

103.8

96.0

0.2

(1.0)

EquityNet profit (loss) for the year

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6

Note 4 – Segment information
ACCOUNTING PRINCIPLESDefinition of operating segments
In accordance with IFRS 8 “Operating segments”, segment reporting must reflect the operating segments for which results
are regularly reviewed by the chief operating decision-maker (CODM) in order to make decisions about resources to beallocated to the segments and to assess their performance.

4.1 Basis for segmentation
In accordance with the provisions of IFRS 8 “Operating segments”, the Group has identified the following 3 operating
segments corresponding to the geographical areas in which the assets are located:lSouthern and Western Europe, comprising production plants located in France, Italy, Spain and Portugal. Verallia’s
operations in this region consist of bottles of still and semi-sparkling wines and spirits containers, market segmentscharacterised by export-driven growth;lNorthern and Eastern Europe, comprising sites located in Germany, the United Kingdom, Russia, Poland and Ukraine. The
Group’s operations in Northern and Eastern Europe consist of bottles for beer, particularly in Germany, and jars andbottles for food, mostly for local markets and for the premium spirits market;lLatin America, comprising sites located in Brazil, Argentina and Chile. The Group’s activities in Latin America are focused
mainly on bottles for still wines, a market segment dominated by exports, as well as beer bottles, particularly in Brazil.

The above operating segments correspond to the reporting segments in the absence of consolidation by the Group.
This sector breakdown reflects the Group’s management organisation set up at the time of the initial public offering in 2019and its internal reporting system as submitted to the Board of Directors, which is Verallia’s chief operating decision-maker(CODM). The management organisation and internal reporting system remain unchanged following the takeover of Allied
Glass. This reporting method makes it possible to assess the performance of the operating segments, based on adjusted
EBITDA, and to decide on the allocation of resources, particularly investments.

4.2 Key performance indicators
The Group uses the following aggregates to assess the performance of the operating segments presented:
lrevenue, corresponding to the revenue presented in the consolidated financial statements;

lcapital expenditure, corresponding to the Group’s acquisitions of property, plant and equipment and intangible assets
excluding rights of use under IFRS 16;ladjusted EBITDA, an indicator for monitoring the underlying performance of businesses adjusted for certain non-recurring
expenses and/or income liable to distort the Company’s performance.

Adjusted EBITDA is calculated on the basis of operating profit adjusted for depreciation, amortisation and impairment,
restructuring costs, acquisition and M&A costs, hyperinflationary effects, management share ownership plans, subsidiarydisposal-related effects and contingencies, plant closure costs and other items.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

As it is an aggregate not directly presented in the consolidated statement of income, a reconciliation with the consolidated
financial statements prepared under IFRS is presented in accordance with the provisions of IFRS 8:(in € million)
Net profit (loss) for the year

Notes

Year ended 31 December
2023
2022
475.3
355.6

Net financial income

119.0

80.7

Income tax

167.4

122.1

Share of net result of associates

(0.3)

(0.2)

Operating profit

761.3

558.3

326.7

295.9

Restructuring costs

3.4

(0.8)

IAS 29, Hyperinflation (Argentina)

5.8

4.3

6.2

6.2

Depreciation, amortisation and impairment

A

Management share ownership plan and associated costs

B

Acquisition fees and additional price

0.7

5.1

Other

3.9

(3.5)

1,108.0

865.5

Adjusted EBITDA

A. Includes depreciation and amortisation of intangible assets and property, plant and equipment, and amortisation of
intangible assets acquired through business combinations.
B. Corresponds to share-based compensation plans and associated costs.
Note that the Group does not monitor any segment liability indicator as financial debt is managed centrally and not at thelevel of the three reporting segments.

4.3 Segment information
Year ended 31 December 2023
(in € million)
Revenue from activities with externalcustomers
Inter-segment revenue
Total segment revenue
Adjusted EBITDA
Capital expenditure*

Notes

Northern andEastern Europe

Southern andWestern Europe

Latin
America

Eliminations

Group
total

5.1

979.8

2,527.2

396.8—

3,903.8

5.6
985.3
244.2
95.2

23.7
2,550.9
725.2
226.0

2.9
399.7
138.5
96.9

(32.2)(32.2)———
3,903.8
1,108.0
418.0

Notes

Northern andEastern Europe

Southern andWestern Europe

Latin
America

Eliminations

Group
total

5.1

695.3

2,236.4419.8—

3,351.5

12.1
707.4
146.5
73.3

8.8
2,245.2
554.5
209.6

—
419.8
164.6
84.1

(20.9)(20.9)———
3,351.5
865.5
367.0

4.2

*Excluding rights of use under IFRS 16

Year ended 31 December 2022
(in € million)
Revenue from activities with externalcustomers
Inter-segment revenue
Total segment revenue
Adjusted EBITDA
Capital expenditure*

4.2*Excluding rights of use under IFRS 16

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

4.4 Breakdown of revenue by “end market”
In accordance with IFRS 8.32, the Group presents below a breakdown of revenue according to the use expected to bemade of its glass packaging (notion of “end market” as defined internally):
Year ended 31 December
2023
2022
1,180.6
1,149.4
474.6
392.1
617.8
413.0
455.4
415.4
646.6
531.5
433.7
358.9
95.1
91.2
3,903.8
3,351.5(in € million)
Still wines
Sparkling wines
Spirits
Beers
Food
Soft drinks
Others
Revenue

4.5 Entity-level information
In accordance with IFRS 8.33, revenue generated in France and internationally is presented in Note 5.1.
In addition, the geographical breakdown of non-current assets (other than goodwill, customer relationships and fair value
adjustments to property, plant and equipment, financial instruments, deferred tax assets and post-employment benefit
assets) is presented below.
Year ended 31 December2023(in € million)
France

2022

338.6

313.8

Italy

419.9

375.4

Spain

238.5

222.9

Germany

221.2

205.3

Brazil

249.6

163.0

Other countries

326.3

326.8

Total

1,794.1

1,607.2

The Group does not monitor customer relationships by country, so they were excluded from the analysis of non-current
assets by country.

4.6 Information about the main customers
None of the Group’s customers individually accounted for more than 10% of revenue in 2023 or 2022.

Note 5 – Operating income and expenses
5.1 Revenue

ACCOUNTING PRINCIPLES
Verallia’s operations mainly concern the manufacture of glass packaging for beverages and food products (bottles
and jars).
In accordance with commercial practices and norms in the Group’s markets, commercial agreements with customers
generally do not involve a commitment in respect of purchase volumes or significant penalties in the event of cancellation.
In addition, no significant initial lump sum payments are made. Thus, each order combined with a possible frameworkagreement represents a contract within the meaning of IFRS 15. Contracts generally run for less than one year so, under theterms of IFRS 15, the order book is not presented. The costs of obtaining contracts are not material.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Each agreement contains a performance obligation corresponding to the delivery of bottles and jars. The revenue
generated from the sale of bottles and jars is recognised when the control of the asset is transferred to the customer, i.e.
when the product is shipped or delivered, according to Incoterms rules.
In its operations, the Group does not resort to any intermediaries when selling goods to its customers other than transport
services. As a result, agent/principal analysis is not relevant.
Revenue is the amount receivable for goods provided in the normal course of business, excluding amounts collected onbehalf of third parties, such as sales taxes, goods and services taxes, and value added taxes.
Moulds are recognised as property, plant and equipment insofar as their purchase does not constitute a separate
performance obligation (no transfer of control to customers).
Contracts have no funding component since the time between revenue recognition and payment is generally short. As aresult, the Group does not adjust the transaction price based on the time value of money. Moreover, contract assets andliabilities are not material.

Revenue by country of origin
Year ended 31 December2023(in € million)
France

2022

947.1

873.7

Italy

874.8

714.8

Spain

581.3

507.8

Germany

586.8

497.0

Brazil

236.2

203.1

Other countries

677.6

555.1

Total revenue

3,903.8

3,351.5

The country of origin is the location of the entity invoicing the sales.

5.2. Expenses by function and by nature

ACCOUNTING PRINCIPLES
Cost of sales
Cost of sales includes all costs directly or indirectly related to the products sold. The main components are the cost of raw
materials, energy, wages and transport, and the depreciation of production equipment.

Selling, general and administrative expenses
Selling, general and administrative expenses include all expenses relating to general management, marketing, finance andaccounting, computing, legal, human resources, technical, and research and development activities.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

The breakdown of cost of sales and selling, general and administrative expenses by type of expense is as follows:(in € million)

Notes

Raw materials, energy, transport and other production costs
Personnel expenses*

A

Depreciation and amortisation*

B

Total cost of sales and selling, general and administrative expenses

Year ended 31 December
2023

2022

(2,162.3)(1,920.0)(650.1)(567.4)(253.5)(234.1)(3,065.9)(2,721.5)

A. Personnel expenses include:– €2.0 million in 2023 and €2.9 million in 2022 in respect of costs relating to post-employment benefits (Notes 19.1 and19.2);– €6.2 million in 2023 in respect of costs relating to share-based compensation plans, as in 2022 (Note 19.3).
B. Includes amortisation and depreciation of intangible assets, property, plant and equipment and right-of-use fixed assets(Notes 10 and 11), with the exception of customer relationships which are recognised in “Acquisition-related items”.
* Includes research and development expenses, net of research tax credits obtained, of €2.2 million in 2023 and €6.1 million
in 2022. The change relative to 2022 was the result of higher research tax credits obtained in 2023 (€5.6 million).

Note 6 - Other operating income and expenses
6.1

Acquisition-related items

ACCOUNTING PRINCIPLES
Acquisition-related items mainly cover the impact of the adjustments recognised in connection with the purchase priceallocation (amortisation of assets exclusively recognised through business combinations, such as customer relationships), as
well as acquisition costs including miscellaneous fees and due diligence costs in connection with actual or prospective
acquisitions. These items are presented separately from “selling, general and administrative expenses” on account of theirmateriality.

Notes(in € million)
Acquisition and M&A costs
Amortisation of intangible assets acquired through business combinations

A

Acquisition-related items

Year ended 31 December
2023

2022

(0.7)

(5.1)

(70.6)(60.5)(71.3)(65.6)

A. Represents the amortisation over a 12-year useful life of the Verallia Group’s customer relationships recognised in 2015
(gross value of €740 million) and the amortisation over a 17-year useful life of the customer relationships of the AlliedGroup acquired in 2022 due to the premium nature of its products (gross value of €169.3 million, see Note 10).

6.2

Other operating income and expenses

ACCOUNTING PRINCIPLESOther operating income and expenses reflect significant events occurring during the period that may distort the reading of
the Company’s performance. They mainly include gains and losses on disposals, impairment losses, significant litigation
outside the normal course of business, restructuring costs incurred upon the disposal or closure of operations, and costs inrelation to downsizing measures.

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Other operating income and expenses break down as follows:

Notes(in € million)
Gains on disposals of assets

A

Reversals of asset impairment
Other income
Restructuring costs
Losses on disposals of assets and scrapped assets
Impairment of assets
OthersOther expenses
Other income and expenses – net

BC
D

Year ended 31 December
2023

2022

12.2

4.4

1.3

—

13.5
(3.4)
(9.0)
(3.8)
(2.5)
(18.7)
(5.2)

4.4
0.8
(3.1)
(1.4)
(6.8)
(10.4)(6.0)

A. In 2023, this amount corresponds to insurance compensation received for damages incurred in Argentina and theUnited Kingdom.
B. As in 2023, the amount corresponds mainly to the re-estimation of the transformation plan carried out in France,
including the costs related to the shutdown of a furnace and redundancy support measures.
C. The impact in 2023 mostly concerned scrapped assets in the United Kingdom following fire damages covered byinsurance.
D. In 2023, this item mainly included provisions for environmental risks .

Note 7 – Financial income and expenses
ACCOUNTING PRINCIPLES
Financial income and expenses mainly include interest expense on borrowings, accretion of financial assets and provisions,financial expense related to pension plans and other post-employment benefits, factoring fees, bank charges, changes in
the fair value of derivative instruments not designated as hedging instruments, and unrealised and realised foreignexchange gains and losses. They also include interest expense on lease liabilities .
Financial income mainly comprises income from cash and cash equivalents.
(in € million)
Interest expense excluding lease liabilities
Interest expense related to lease liabilities
Amortisation of debt issuance costs, and other *Financial income from cash and cash equivalents and other
Cost of net debt
Refinancing costs
Foreign exchange gains and losses
Net interest expense related to pension plans and other benefits
Profit (loss) on net monetary position in Argentina (IAS 29)
Net financial income (expense)
*

Notes
A
17.5
B

Year ended 31 December
2023
2022
(71.7)(34.9)(2.4)(1.4)(14.3)(17.1)
28.7
20.3(59.7)(33.1)

C

(2.2)

—

D
19.1
2.4

(15.3)(3.0)(38.8)(119.0)(12.8)(1.3)(33.5)(80.7)

Other: mainly corresponding to the amortisation of funding costs and debt issuance premiums, as well as factoring fees and other bank charges.

A. Corresponds primarily to interest expense on borrowings (described in Note 17).
B. Corresponds in 2023 to financial investment income, primarily in Argentina and at Verallia Packaging, and in 2022 tofinancial investment income, primarily in Argentina.
C. Corresponds mainly in 2023 to the accelerated amortisation of issuance costs still to be amortised on Term Loan A andon the Revolving Credit Facility arranged in 2019 and refinanced in April 2023.

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6

D. Corresponds mainly in 2023 and 2022 to foreign exchange impacts and to the effects of variations in foreign exchange
derivatives.

Note 8 – Income tax
ACCOUNTING PRINCIPLES
Income tax expense represents the sum of current tax and deferred tax.
Tax expense is calculated based on the tax laws in force or substantively in force as of the closing date in the countries
where the Company and its subsidiaries operate.
The amount of current tax payable (or recoverable) is determined based on the best estimate of the amount of tax that theGroup expects to pay (or recover) and reflecting any potential associated uncertainties.
Current tax and deferred tax are recognised in profit or loss unless they relate to items that have been recognised in othercomprehensive income or directly in equity. If current tax or deferred tax arises from the initial recognition of a businesscombination, the tax effect is included in the recognition of the business combination.
Deferred tax assets and liabilities are recognised on the basis of temporary differences between the carrying amounts ofassets and liabilities on the balance sheet and their respective tax values (with some exceptions).
The impact of a change in tax rates and tax laws on deferred income tax assets and liabilities is generally recognised as tax
income/expense over the period that the change was substantively in effect. Deferred tax assets and liabilities aremeasured at the expected tax rates for the period of realisation of the asset or settlement of the liability, based on tax rates
and tax laws prevailing or substantively in force on the closing date.
Deferred tax assets are recognised in respect of deductible temporary differences, unused tax losses and unused tax credits
only if it is probable that the Group will have sufficient future taxable profits against which they can be used. They arereviewed at each closing date and are impaired if it no longer appears likely that sufficient future taxable income will beavailable. To determine whether deferred tax assets should be recognised in respect of tax loss carryforwards, the Groupapplies various criteria that take into account the likely recovery period based on economic projections and the strategy
for recovering tax losses over the long term applied in each country.

ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENTManagement’s judgement is necessary to determine the extent to which tax losses can be recovered by the Group,
resulting in the recognition of a deferred tax asset. In assessing the recognition of deferred tax assets, Management
considers whether it is more likely than not that they will be used. Ultimately, deferred tax assets will be used if sufficienttaxable income is available during periods in which temporary differences become deductible. Estimates of taxable profit
and the use of tax loss carryforwards are based on the earnings forecast in the budget, the medium-term plan and, if
necessary, supplementary estimates.
In addition, the Group applied the mandatory temporary exception introduced by the amendment to IAS 12 - International
Tax Reform - Pillar Two Model Rules, an exception that consists in not accounting for deferred taxes related to income tax
arising from the Pillar Two rules (Note 2.1).

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

8.1 Income tax
The table below shows the breakdown of income tax expense:
Year ended 31 December(in € million)

2023

2022

France(33.6)(13.1)

Outside France(143.3)(122.3)Current tax(176.8)(135.5)

France7.1

2.0

Outside France

2.4

11.3

Deferred tax

9.5

13.3

(167.4)(122.1)

Total income tax

8.2 Analysis of deferred taxes on the balance sheet
In the consolidated balance sheet, changes in net deferred taxes are as follows:(in € million)
Opening
Deferred tax (expense)/benefit

Year ended 31 December
2023
2022
(248.7)(199.1)
9.5
13.3

Changes in deferred taxes related to actuarial gains and losses IAS19 and the fair valueof cash flow hedge

128.3

(0.8)

Translation and hyperinflation adjustments
Change in group structure
Other
As of December 31 - Published value
Adjustments - Deferred Taxes on Allied Customer Relationships.*
As of December 31 - Adjusted value

1.3
—
1.2
(108.4)—(108.4)

(3.2)
(9.3)
0.6
(198.5)(50.2)(248.7)*On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period: deferred tax liabilities at 31 December 2022 were adjusted
accordingly by €-50.2 million. This adjustment corresponds to the retroactive recognition of deferred taxes on customer relationships related to theacquisition of Allied Glass. See Note 1.2.1 “Highlights - Update on the acquisition of Allied Glass".

The table below shows deferred taxes by type:(in € million)

Year ended 31 December
2023

2022

33.5

27.5

Deferred tax liabilities*(141.9)(276.2)

Net deferred tax(108.4)(248.7)

Deferred tax assets

Pensions

10.3

8.7

IFRS 16 - taxable temporary difference(15.9)(10.7)

Depreciation and amortisation, accelerated amortisation and regulated provisions*(193.2)(208.4)IFRS 16 - deductible temporary difference

16.2

10.8

Tax loss carryforwards

2.6

11.0

Other **
Total

71.6

(60.1)(108.4)(248.7)* On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period: deferred tax liabilities at 31 December 2022 were adjusted
accordingly by €-50.2 million. This adjustment corresponds to the retroactive recognition of deferred taxes on customer relationships related to theacquisition of Allied Glass. See Note 1.2.1 “Highlights - Update on the acquisition of Allied Glass".
**In 2023, as in 2022, this item corresponds mainly to hedging instruments.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

At 31 December 2023, deferred tax losses carried forward recognised as assets amounted to €2.6 million (€11.0 million at 31
December 2022) and were generated mainly in Russia. It is estimated that tax loss carryforwards will continue to be used fora period of two years.
Unrecognised deferred tax assets related to tax losses, in the amount of €4.0 million (€5.9 million at 31 December 2022),
mainly concern Chile.

8.3 Tax proof
The reconciliation between the income tax shown in the consolidated statement of income and the theoretical tax thatwould be incurred based on the rate prevailing in the country where the parent company of the Group resides (France) is
as follows:
Notes(in € million)
Profit (loss) before tax

Year ended 31 December
2023
642.4

2022
477.6

Tax rate in France (%)

25.82 %

25.82 %

Theoretical tax expense(165.9)(123.3)

0.4

(4.5)

Difference in tax rates between countries

A

1.3

3.8

Permanent differences

B

7.0

13.1

Tax not levied on taxable profits

C

(9.5)

(8.2)

(0.2)

0.1

Non recognised deferred tax assets

Withholding tax
Other
Total income tax

(0.5)

(3.1)

(167.4)(122.1)

A. This item corresponds mainly to the impact of the differential between the tax rate in France and the tax rate applied to theGroup’s subsidiaries.
B. This item corresponds mainly to tax on a portion of dividends received and the reintegration of net non-tax-deductible
expenses.
C. These taxes mainly include the CVAE tax in France and IRAP tax in Italy.

8.4 Tax consolidation
The calculation of income tax expense takes into account specific local rules applicable to Verallia entities, including tax
consolidation adopted by Verallia in France and Spain as well as in Germany under the country’s Organschaft rules.
In France, Verallia SA is the head of the French tax group.

8.5 Uncertainty regarding tax treatment
Uncertain tax positions include risk estimations, litigation and disputes, be they actual or probable, regarding the calculationof income tax. Any of the Group’s entities may be subject to a tax audit or even be asked by the local tax authorities tomake adjustments. These requested adjustments along with any uncertain tax positions identified by the Group give rise to
the recognition of a liability, the amount of which is reviewed regularly in accordance with the criteria set out in the IFRIC 23
interpretation “Uncertain tax positions”.
Uncertain tax positions amounted to €15.8 million at 31 December 2023 (€13.3 million at 31 December 2022) and mainly
concerned proposed rectifications or notifications of adjustments received from the tax authorities.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 9 – Goodwill
ACCOUNTING PRINCIPLESAt the acquisition date, goodwill is measured in accordance with the accounting standards applicable to businesscombinations, as described in Note 3.1.
For the purposes of impairment testing (Note 12), goodwill is allocated to the cash-generating unit (or group of cashgenerating units) benefiting from the synergies of the business combination, depending on the level at which the return on
investments is monitored for internal management purposes. A cash generating unit (CGU) is the smallest identifiable groupof assets generating cash inflows that are largely independent of those generated by the entity’s other assets. CGUs aredefined on the basis of industrial organisation and correspond to countries.
In view of the Group’s activities, goodwill is tested at the level of groups of CGUs corresponding to the Group’s operating
segments (Note 4).
Goodwill is not amortised but is tested for impairment at each year-end or whenever events or changes in circumstancesindicate that it may be impaired.
Impairment losses affecting goodwill cannot be reversed. The methods applied by the Group to perform impairment tests
are described in Note 12.
The change in the net value of goodwill is as follows:(in € million)
Net value published as of 31 December 2022

Northern andEastern Europe

Southern andWestern Europe

Latin America

Total

Gross amount

347.5

378.5

57.9

783.9

Net amount published as of 31 December 2022

347.5

378.5

57.9

783.9

Net value adjusted as of 31 December 2022
Adjusted Allied Goodwill Gross amount*(120.0)——(120.0)Net amount adjusted as of 31 December 2022

227.6

378.5

57.9

664.0

Changes during the year
Translation differences

2.3

—

2.9

5.2

Change in Group Structure**

—

18.6

—

18.6

Total changes

2.3

18.6

2.9

23.8

Gross amount

229.9

397.1

60.8

687.8

Net amount as of 31 December 2023

229.9

397.1

60.8

687.8

As of 31 December 2023

*On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period. Goodwill was adjusted accordingly.
**Change in Group Structure corresponds to the preliminary goodwill linked to the acquisition of three companies from the Santaolalla Group.

See Note 1.2 "Highlights"

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Note 10 – Other intangible assets
ACCOUNTING PRINCIPLESOther intangible assets mainly include customer relationships, patents, trademarks, software and development costs. They
are carried at historical cost less accumulated amortisation and depreciation. Intangible assets acquired in a businesscombination are recorded at fair value at the acquisition date.
Customer relationships are measured using the multi-period excess earnings method, in accordance with IFRS 13 “Fair value
measurement”. The useful life of customer relationships is estimated based on the period during which the economic
benefits of the asset are consumed. Customer relationships identified during the acquisition of Saint-Gobain’s glass
packaging division in 2015 are being amortised on a straight-line basis over an estimated useful life of 12 years andcustomer relationships identified during the acquisition of Allied Glass in 2022 are being amortised on a straight-line basis
over an estimated useful life of 17 years.
Costs incurred for in-house software development – mainly configuration, programming and testing costs – are recognised
as intangible assets and are generally amortised over a period of 5 years.
Patents and purchased computer software are amortised over their estimated useful lives, not exceeding a period of 20
years for patents and 3 to 5 years for software.
Research costs are expensed in the year in which they are incurred. Process development costs meeting the recognition
criteria of IAS 38 are included in intangible assets and amortised over their estimated useful lives (not exceeding 5 years)
from the date of first sale of the products to which they relate.

Other intangible assets break down as follows:
Customer
relationships

Software

Other

Total

724.2
(432.5)291.7

47.2(36.3)
10.9

13.9
(3.4)
10.5

785.3
(472.2)
313.1

169.3

—

—

169.3

461.0

10.9

10.5

482.4

Changes during the year
Changes in scope and transfers**
Acquisitions
Disposals
Translation differences
Amortisation and impairment
Total changes

—
—
—
4.1
(70.7)(66.6)

3.2
0.1
—
(0.1)
(4.7)
(1.5)

(2.7)
5.1
—
—
(0.6)
1.8

0.5
5.2
—
4.0
(76.0)(66.3)

As of 31 December 2023
Gross amount
Cumulative amortisation and impairment
Net amount as of 31 December 2023

899.1
(504.7)394.4

49.5(39.9)
9.6

16.2
(4.0)
12.2

964.8
(548.6)416.2(in € million)
Net value published as of 31 December 2022
Gross amount
Cumulative amortisation and impairment
Net amount published as of 31 December 2022
Net value adjusted as of 31 December 2022
Adjustment - Allied Contract Customers*
Cumulative amortisation and impairment as of 31
December 2022

*On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period; the adjustment corresponds to the retroactive recognition ofcustomer relationships related to the acquisition of Allied Glass. See Note 1.2 "Highlights - Update on the acquisition of Allied Glass".
**Changes in scope correspond to intangible assets acquired during the acquisition of three companies from the Santaolalla Group.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 11 – Property, plant and equipment
ACCOUNTING PRINCIPLES
Property, plant and equipment
Property, plant and equipment is recorded at historical cost less any accumulated depreciation and impairment charges.
This cost includes incidental expenses directly attributable to the acquisition. Property, plant and equipment acquired in abusiness combination is carried at its fair value on the acquisition date. Borrowing costs incurred for the construction andacquisition of property, plant and equipment requiring a long period of preparation before it can be used are included in
the cost of the associated asset. Property, plant and equipment other than land is depreciated using the component
approach on a straight-line basis over the estimated useful lives of:Main plants and office buildings
Other buildings
Machinery and other production equipment
VehiclesFurniture, accessories, computer and office equipment

30-40 years
15-25 years
5-16 years
3-5 years
4-16 years

Equipment notably includes the moulds used in the product manufacturing process. They are depreciated on the basis of“beaten costs”, i.e. production units.
The Group is adapting and replacing its production facilities, for instance with furnaces that use new technologies, in a drive
to rise to the planet’s environmental challenges and reduce its CO2 emissions. These new technologies have no impact on
the useful life of its fixed assets.
Government grants for purchases of property, plant and equipment are recognised as deferred income under “Other
current liabilities” and recorded in the statement of income as the asset is amortised.

LeasesIFRS 16 defines a lease as a contract, or part of a contract, that conveys the right to control the use of an identified asset fora period of time in exchange for consideration.
So it was decided that certain logistics management contracts including materials handling and inventory management
services as well as the rental of sites dedicated to Verallia contain a lease component in that the dedicated site
corresponds to an identified asset, the Group obtains substantially all the economic benefits generated by this asset and it
has the right to control the use of the dedicated site.
The Group records a right-of-use asset and a lease liability on the lease’s start date. The right-of-use asset is initially measured
at cost then, subsequently, at cost less any cumulative depreciation and any cumulative impairment losses. The amount
may be adjusted according to certain cases of remeasurement of the lease liability.
The lease liability is initially measured at the present value of the lease payments outstanding at the lease’s start date. The
discount rate applied corresponds to the interest rate implicit in the agreement or, if that rate cannot be readily
determined, at the incremental borrowing rate (based on terms and not maturities). It is the latter that the Group generally
applies as its discount rate.
The lease liability is subsequently increased by the interest expense and reduced by the amount of rent paid. It isremeasured in the event of an amendment to future lease payments resulting from a change in an index or rate used todetermine those payments, a new estimate of the amounts expected to be paid under a residual value guarantee or,where applicable, a remeasurement on the exercise of an option to purchase the underlying asset or extend the lease termor on the non-exercise of a termination option (which thus become reasonably certain).
The Group owns substantially all its property, plant and equipment. The Group’s leases mainly cover warehouses, offices, forklift
trucks and other industrial equipment, and vehicles. They are essentially fixed-rent agreements (possibly with index clauses).
Lease terms for warehouses and offices vary by country.
The Group takes the following into account when assessing the reasonable certainty of renewal or termination options
being exercised:lthe financial conditions for the optional periods (attractive rents);lwith regard to property, their location (strategically located near Group factories and/or client sites) and any alterations
made to the layout;lin some cases, the Group’s operational plans and their impact on the use of a leased property.

For equipment and vehicles, rental periods generally range from 3 to 6 years.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Property, plant and equipment breaks down as follows:(in € million)

Year ended 31 December
2023

Note

Assets owned

A

Assets leased

B

1,734.7

Property, plant and equipment

2022

1,555.4

60.8

53.6

1,795.5

1,609.0

A. The property, plant and equipment owned by the Group breaks down as follows:(in € million)
As of December 31, 2022
Gross amount
Cumulative depreciation and impairment
Net amount
Changes during the period
Changes in scope and other*
Acquisitions
IAS 29, Hyperinflation
Disposals
Translation differences
Depreciation and impairment
Transfers
Total changes
As of December 31, 2023
Gross amount
Cumulative depreciation and impairment
Net amountLand

Buildings

Machinery andequipment

Assets inprogress

Total

66.4
(1.0)
65.4

429.1
(211.0)218.1

2,571.5(1,536.5)
1,035.0

238.1
(1.2)
236.9

3,305.1(1,749.7)
1,555.4

0.6
0.9
1.4
—
(3.1)
(0.1)
0.1
(0.2)

10.1
2.0
9.7
(0.2)
(17.0)(18.2)
20.6
7.0

7.5
48.9
15.0
(2.2)
(28.1)(208.0)
179.9
13.0

3.1
361.1
1.5
0.5
(5.0)
(1.1)
(200.6)
159.5

21.3
412.9
27.6
(1.9)
(53.2)(227.4)
—
179.3

66.1
(0.9)
65.2

476.9
(251.8)225.1

2,780.4(1,732.4)
1,048.0

398.2
(1.8)
396.4

3,721.6(1,986.9)
1,734.7* Changes in scope correspond to property, plant and equipment acquired during the acquisition of a recycling activity and of three companies fromthe Santaolalla Group.

B. Rights of use break down as follows:(in € millions)
Net carrying amount as of 31 December 2022
Additions during the period
Reductions during the period
Changes in scope and other
Depreciation during the period
Net carrying amount as of 31 December 2023

Buildings
38.9
14.2
(0.3)
3.0
(14.8)
40.9

Machinery andequipment
14.7
18.4
(1.3)
(3.4)
(8.5)
20.0

Others
—
—
—
—
—
—

Total
53.6
32.6
(1.6)
(0.4)
(23.3)
60.8

Note 12 – Impairment of goodwill and fixed assets
The carrying amounts of goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually
and whenever events or changes in circumstances indicate that they may be impaired. Other fixed assets are tested for
impairment whenever events or changes in circumstances indicate that they may be impaired. Such events or situations
are related to material and adverse changes affecting the economic environment and the assumptions or objectives
identified at the time of acquisition.
Fixed assets are tested at the level of the CGUs, corresponding generally to their respective countries.
Goodwill is tested at the level of CGU groups, corresponding to the operating segments, i.e. Southern and Western Europe,
Northern and Eastern Europe, and Latin America. The breakdown of goodwill generated at the time of the acquisition ofCompagnie de Saint-Gobain’s packaging activities in 2015 was based on the contribution of each group of CGUs to
EBITDA.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

When the carrying amount of CGUs or groups of CGUs exceeds their recoverable amount, an impairment loss is recognised
and allocated first to the carrying amount of any goodwill allocated to the groups of CGUs.
The recoverable amount of the CGUs or groups of CGUs is the greater of the fair value net of exit costs and the value in use,which is measured against their expected future discounted cash flows.
Impairment losses recorded against goodwill cannot be reversed through profit or loss. For property, plant and equipment
and other intangible assets, impairments recognised in previous periods may be reversed, taking into account the
depreciation adjustment, if there is an indication that the loss of value no longer exists and that the recoverable amount of
the asset is greater than its carrying amount.
In 2022, following Russia’s invasion of Ukraine, the Verallia Group identified an indication of impairment on the CGUs
corresponding to Ukraine and Russia and therefore also performed asset impairment tests on these two CGUs as well as its
annual goodwill impairment tests on CGU groups. The Group's exposure in Ukraine and Russia remains low. As for Ukraine,
the revenue generated in Russia represents less than 3% of the Group's total revenue as of December 31, 2023.
At 31 December 2023, based on healthy levels of business and profitability over the period, the outlooks for its CGUs andstable interest rate assumptions, the Group did not identify any indication of impairment. Given that there was no indicationof impairment, as defined by IAS 36, no impairment tests were performed on the Ukraine or Russia CGUs at 31 December
2023.
However, the Group did perform asset impairment tests on the Argentina CGU at 31 December 2023 due to thedevaluation of the Argentine peso in 2023.

ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT
The assumptions, judgements and estimates on which impairment tests are based are the main assumptions used toestimate recoverable amounts when calculating value in use (discount rate, perpetual growth rate, expected cash flows),
all of which depend on an assessment of the economic and financial environment.
In addition, the assumptions used to calculate future cash flows take climate risk into consideration as well as theexpenditure required to improve the circularity of Verallia’s glass packaging and decarbonise its activities. The Group's
commitments to invest in reducing CO2 emissions are included in its estimates for the coming years.
The Group identified no asset impairment losses arising from climate change.
Similarly, no impairment losses were recognised on the goodwill or assets tested in 2023 or 2022.

Cash flow projections
Projections of future cash flow correspond to the budget for the coming year, the strategic plan for the following two years
and an extrapolation for years four and five.
The Group uses a number of macroeconomic assumptions to determine its cash flows: exchange rates, GDP growth,
inflation, and variations in commodity, energy and packaging prices. As regards energy, the Group establishes its
assumptions based on expected variations in underlying energy price data (Brent, TTF, NCG). These assumptions are
determined using external data and by incorporating the hedging arrangements made.
In addition, the Group takes into account the schedule for maintenance stoppages (furnaces and machines) and for rollingout the Performance Action Plan (to improve its industrial performance).
The extrapolation carried out over two years (years four and five) for the purposes of the test is based on growth and margin
rates and WCR that are relatively close to those of the last year of the Plan.
Cash flows beyond this five-year period are extrapolated using a constant perpetual growth rate determined on the basisof past performance and market growth forecasts.
The assumptions used to draw up the plan are based on economic growth assumptions and consistent with past
performance.
In 2022, cash flow projections for the Ukraine and Russia CGUs and, consequently, for the Northern and Eastern Europe
group of CGUs, were established over 10 years in order to factor in the uncertain geopolitical and economic climate. In
2023, the economic climate in Russia and Ukraine trended favourably for Verallia and the Zorya plant in Ukraine reopened.
So, with operating conditions stabilising sooner than expected, the Group was able to establish cash flow projections over a
5-year period for the purpose of the impairment test on the Northern and Eastern Europe group of CGUs.

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The Group’s consolidated financial statements

6

Main assumptions used to estimate the value in use of each group of CGUs
Year ended 31 December
2023

2022

Southern and Western Europe
Discount rate

8.8%

8.0 %

Perpetual growth rate

2.9%

2.9 %

Northern and Eastern Europe
Discount rate

8.6% From 9.4% to 7.2%

Perpetual growth rate

2.9%

2.9 %

Discount rate

11.7%

12.3%

Perpetual growth rate

2.9%

2.9%

Latin America

The discount rate is the segment’s weighted average cost of capital (WACC) for each CGU or group of CGUs.
The discount rates and perpetual growth rates applied at 31 December 2023 were updated from their 31 December 2022
values. The perpetual growth rates applied at 31 December 2022 were impacted by the inflation prospects in the region or
countries concerned. The WACC values applied also factor in these inflation prospects and the risks in each country.
In 2022, given the exceptional circumstances in Ukraine and Russia, different WACC values were established for each yearof the 10-year forecast horizon for these two CGUs and, consequently, for the Northern and Eastern Europe group of CGUs
including these two CGUs. In 2023, with Verallia’s situation in Ukraine and Russia having returned to normal, the Group
adopted the usual approach based on a single discount rate for the Northern and Eastern Europe group of CGUs.
As in 2022, the Group performed its 2023 impairment tests on the Latin America group of CGUs based on the euro due touncertainty about the inflation rate applicable in Argentina over the long term and the proven capacity of Argentine entity
Rayen Cura in 2023 to pass hyperinflation onto its selling prices. A perpetual growth rate of 2.9% was used.

Sensitivity analysis
The Group analysed the sensitivity of its impairment tests to the main assumptions used to determine the recoverable
amount of each group of CGUs to which goodwill is allocated and of the assets tested, namely the discount rate and longterm growth rate used to determine terminal value and terminal-year cash flows as they represent a significant portion of
the recoverable amount.
For the Northern and Eastern Europe, Southern and Western Europe and Latin America groups of CGUs, no impairment
losses would be recorded in 2023 in the event of a 1 percentage point increase in the WACC, a 0.5 percentage point
reduction in the perpetual growth rate or a 10% decline in terminal-year cash flows.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 13 – Other non-current assets
The table below shows the breakdown of other non-current assets:(in € million)
Equity securities
Loans, deposits and guarantees
Pension plan surpluses
Other *
Total other non-current assets

Year ended 31 December
2023
2022
8.2
7.6
27.3
24.6
1.7
4.4
20.5
149.7
57.8
186.3

Notes
21
21

* The “Others” line corresponds mainly to the fair value of interest rate hedging derivatives.

Loans, deposits and guarantees include reserves and escrow accounts for factoring agreements (Note 14.4). The tablebelow shows changes in the net carrying amount of other non-current assets:(in € million)
As of 31 December 2022
Gross amount
Impairment
Net amount
Changes during the year
Increase (decrease)
Impairment
Translation differences
Transfers and other movements
Total changes
As of 31 December 2023
Gross amount
Impairment
Net amount

362

Loans, deposits
andEquity securities
guarantees

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Pension plansurpluses

Other

Total

8.5
(0.9)
7.6

31.6
(7.0)
24.6

4.4
—
4.4

149.7
—
149.7

194.2
(7.9)
186.3

0.6
—
—
—
0.6

6.8
—
(4.2)
—
2.6

—
—
—
(2.6)
(2.6)

3.8
—
—
(132.9)(129.1)

11.3
—
(4.2)
(135.6)(128.5)

9.1
(0.9)
8.2

34.3
(7.0)
27.3

1.7
—
1.7

20.5
—
20.5

65.7
(7.9)
57.8

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Note 14 – Change in net working capital
The change in net working capital in 2023 and 2022 was as follows:(in € million)
Inventories
Operating receivables
Operating liabilities

Notes
14.1
14.2
14.3

31
December
2022
536.8
409.5
(944.5)

Debts to suppliers of
fixed assets

14.3(156.2)—(156.2)

1.5

(0.3)

—

(155.0)(154.4)—(154.4)78.1(36.6)

4.4(108.6)

Operating working
capitalAdjustments **
—
—
—

31
December
2022 Ajusted
536.8
409.5
(944.5)

Impact of
cash flows
191.8(156.7)41.5

Foreignexchange
and other(19.2)(30.7)
13.6

Change ingroup
structure
2.1
4.5
(2.3)

31
December
2023
711.5
226.7
(891.8)Other receivables (nonoperating) *

14.2

233.2

—

233.2

(689.3)

489.4

—

33.3

Other liabilities (nonoperating) *14.3(76.5)

0.9(75.6)

681.7(809.0)(0.1)(203.0)Current tax assets andliabilities(38.9)—(38.9)(15.2)

4.0(1.1)(51.2)

Total working capital(36.6)

0.9(35.7)

55.2(352.2)

3.1(329.4)

Change in working
capital(73.4)

0.9(72.5)(293.7)

Reconciliation with the condensed
consolidated statement of cash flows :Change in inventory(191.8)Change in trade receivables, trade payables
and other receivables/payables
Current tax expense
Income taxes paid

92.7
176.8
(131.4)

Increase (decrease) in debt to suppliers of fixed
assets

(1.5)

Total

(55.2)* Other receivables and other debts (non-operating): the column “foreign exchange and other” corresponds mainly to the variation in the fair value ofenergy hedging derivatives.
** On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period: other liabilities at 31 December 2022 were adjusted
accordingly by €-0.9 million.

14.1 Inventories

ACCOUNTING PRINCIPLESInventories are carried at the lesser of their acquisition cost or probable net realisable value. The cost of inventories includes
purchase costs, production costs and other costs incurred to bring inventories to their current location and condition. It is
generally determined using the weighted average cost method and, in some cases, the first-in, first-out method (FIFO). The
probable net realisable value is the sale price in the ordinary course of business, less estimated completion and sale costs.
Inventory acquired in a business combination is carried at its fair value on the acquisition date. The impact of underutilised
capacity is excluded when measuring inventory.
Inventory can be impaired to reflect the loss in value of inventories. For inventories of finished products, the provision
generally relates to inventories whose realisable value is lower than the net carrying amount, inventories not meeting
marketing quality standards, and inventories whose slow turnover is liable to result in deterioration.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

The change in net inventories is as follows:Year ended 31 December(in € million)
Raw materials

2023
Gross Depreciation

225.5

14.2

196.1

192.8

(24.5)

Net

168.3

3.1

(1.9)

1.2

2.2

(1.6)

0.6

529.9

(15.7)

514.2

373.9

(6.0)

367.9

758.5

(47.0)

711.5

568.9

(32.1)

536.8

Inventories of work in progress
Finished goods
Total inventories(29.4)

2022
Gross Depreciation

Net

Trade receivables and other current assets

ACCOUNTING PRINCIPLES
Accounting
Trade receivables are initially recognised at fair value and then measured at amortised cost using the effective interest rate
method, net of impairment losses (if any). As trade receivables are generally due within one year, their nominal value isclose to their fair value.
On the other hand, receivables with recourse (receivables that are not guaranteed by the factor because they exceed theprovisions of either the insurance or factoring arrangement) included in the factoring programme are managed based on
the “hold to collect and sell” business model and are measured at fair value in the balance sheet with a corresponding
entry in other comprehensive income.

Amortisation
The impairment policy for trade receivables and related accounts is described in Note 21.

Trade receivables - gross values, impairment and net values - break down as follows:Year ended 31 December(in € million)
Trade receivables

2023
Gross Depreciation
163.9(19.6)

Net
144.3

2022
Gross Depreciation
262.9(12.5)

Net
250.4

The table below shows the ageing of trade receivables at 31 December 2023 and 2022:
Year ended 31 December(in € million)
Accounts receivable not yet due
Accounts receivable past due

2023
Gross Depreciation
141.5
(5.8)
22.4
(13.8)

Net
135.7
8.6

2022
Gross Depreciation
246.8
(7.8)
16.1
(4.7)

Net
239.0
11.4

Under 30 days

14.7

(6.1)

8.6

9.7

(0.7)

9.0

Between 30 and 90 days

0.2

(0.2)

—

2.3

(0.6)

1.7

Beyond 90 days

7.5

(7.5)

—

4.1

(3.4)

0.7

Total trade receivables

163.9(19.6)

144.3

262.9

(12.5)

250.4

364

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

The table below shows the breakdown of other current assets:
Year ended 31 December2023(in € million)

4.0

Advances to suppliers

2022

11.5

Prepaid social security contributions

0.7

0.4

Other taxes paid in advance and recoverable (other than income taxes)

51.3

76.2

Other operating receivables

24.3

70.8

Derivatives assets

26.9

228.3

Other non-trade receivables
Other current assets

8.5

5.1

115.7

392.3

14.3

Trade payables and other current liabilities

ACCOUNTING PRINCIPLES
Trade payables and other current liabilities are initially recognised at fair value and subsequently carried at amortised costusing the effective interest rate method. Trade payables and related accounts, other payables and accrued liabilities are
generally due within one year, such that their nominal value is close to their fair value.

Trade payables and other current liabilities break down as follows:Year ended 31 December
2023
2022
627.1
740.6

(in € million)
Trade payables
Customer down payments

79.0

14.6

Debts on fixed assets

154.9

156.2

Grants received

13.9

14.5

Accrued personnel expenses

131.2

128.5

Tax liabilities (other than income tax)

21.4

15.2

Derivative liabilities

182.2

48.1

Other *
Other current liabilities
Total trade payables and other current liabilities

40.0

58.7

622.6
1,249.7435.6
1,176.4* On 8 November 2022, the Verallia Group acquired all the shares held by Tonic Topco in Allied Glass. The Group completed the process of identifying
the assets acquired and liabilities assumed during the purchase price allocation period: other liabilities at 31 December 2022 were adjusted
accordingly by €-0.9 million.

14.4

Factoring

ACCOUNTING PRINCIPLES
Under a non-recourse factoring agreement, when the Group has transferred substantially all the risks and rewards ofownership of the receivables, the receivables are derecognised from the consolidated balance sheet.
In accordance with IFRS 9, transferred receivables are derecognised when the factoring agreement transfers theconstructive rights to the cash flows and substantially all the associated risks and rewards (transfers of non-recourse
receivables) to the assignee.
When trade receivables are sold with limited recourse and substantially all the risks and rewards of these receivables are nottransferred, the receivables remain in the consolidated balance sheet. Cash inflows and outflows related to factoring
agreements for which the Group does not derecognise receivables are presented on a net basis as cash flows related tofinancing activities. Contracts through which the Group derecognises receivables result in changes in trade receivables,
which are recognised as cash flows from operating activities.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

In the second half of 2022, the Group renewed and increased its pan-European factoring programme to a maximum of€500 million with Crédit Agricole Leasing & Factoring.
This programme came into effect on 1 December 2022 for a period of 3 years; it is now, since 2022, based on the Group’s
Sustainability-Linked Financing Framework and incorporates environmental criteria. The two sustainability performancetargets are (i) to reduce Verallia’s annual CO2 emissions (Scopes 1 and 2) to 2,625 kt CO2 by 2025; and (ii) to increase thepercentage of external cullet used in its production operations to 59% by 2025.
The Group also has local lines in certain countries (primarily Italy and Argentina) giving it access to additional financing of
up to €50 million.
Year ended 31 December2023(in € million)

2022

Assignment of receivables without recourse

424.4

324.9

Assignment of receivables with recourse
Total receivables assigned

11.9

9.6

436.3

334.5

Under the factoring agreements, the risk of dilution is covered by establishing reserves and escrow accounts in an amountcorresponding to approximately 3% of the receivables transferred under the contract running until 30 November 2022 and1.5% of the receivables transferred as from 1 December 2022.
The amounts thus recorded in “Other non-current assets” at 31 December 2023 and 31 December 2022 were €7.7 millionand €7.0 million, respectively.
In addition, the Group has entered into various factoring programmes offered by some of its clients in the amount of €69.0
million in 2023 and €45.3 million in 2022.

Note 15 – Cash and cash equivalents
ACCOUNTING PRINCIPLESCash and cash equivalents
Cash and cash equivalents consist of cash and short-term deposits held with other banks. Cash equivalents are short-term,
highly liquid investments that are readily convertible into a known amount of cash and subject to an insignificant risk ofchange in value.

Statement of cash flow
The statement of cash flow is prepared using the indirect method on the basis of consolidated net income/loss and isbroken down into three categories:lcash flow from operating activities: including taxes, acquisition costs relating to takeovers and payments received as
grants;lcash flows from investing activities: in particular in the event of a takeover (excluding acquisition costs), a loss of control(including transaction costs), acquisitions and disposals of non-consolidated investments, associate companies and joint
ventures, as well as acquisitions and disposals of fixed assets (including fees and deferred payments) other than right-ofuse lease assets;lcash flow from financing activities: including issuance and repayment of loans, issuance of equity instruments,
shareholder equity transactions (including transaction costs and any deferred payments), interest paid (cash flows
related to financial expense), treasury share transactions and dividends paid.

366

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

The balance of cash and cash equivalents is as follows:Year ended 31 December
2023

2022

Cash

349.7

271.8

Cash equivalents
Total cash and cash equivalents

124.9

59.0

474.6

330.8

(in € million)

At 31 December 2023, cash and cash equivalents consisted mainly of cash in bank accounts, short-term bank deposits andequivalent money-market funds in the amount of €474.6 million (€330.8 million at 31 December 2022).
The Group has access to a portion of the cash held by certain subsidiaries through the payment of dividends or throughinter-company loans. However, local constraints may delay or restrict this access, including monetary restrictions in someforeign jurisdictions. Cash held in countries imposing restrictions on immediate currency convertibility or transferability
amounted to €65.1 million at 31 December 2023 (€73.1 million at 31 December 2022).
The Verallia Group’s policy is to centralise the liquidity of its subsidiaries at Verallia Packaging wherever possible.

Note 16 – Equity
16.1

Share capital

The change in the number of shares and share capital was as follows:(in €)
As of 31 December 2022
Capital Increase / Issue of ordinary share (22 June 2023)
Cancellation of treasury shares (22 June 2023)
As of 31 December 2023

Number ofshares122,289,183
611,445(611,445)
122,289,183

Face value Share capital
3.38
3.38
3.38
3.38

413,337,439
2,066,684(2,066,684)
413,337,439

At 31 December 2023, the share capital amounted to €413,337,438.54 and consisted of 122,289,183 ordinary shares with anominal value of €3.38 each.

16.1.1 Capital increase
On 22 June 2023, the Chief Executive Officer recognised the completion of a capital increase reserved for employees andcorporate officers of a total nominal amount of €2,066,684.10 via the issue of 611,445 new ordinary shares combined with ashare premium of €16,551,816.15.

16.1.2 Capital reduction
On 22 June 2023, the Company carried out a capital reduction by cancelling 611,445 treasury shares that it had previouslybought back.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

16.2 Treasury shares
16.2.1 Share buybacks
At 31 December 2023, the Group held 5,384,950 treasury shares versus 5,031,208 treasury shares at 31 December 2022
subsequent to the following operations:lthe final allocation of 251,893 shares to certain employees (managerial staff) on 23 March 2023 under the shareownership plan;lthe cancellation of 611,445 shares;lthe buyback of 1,217,080 shares under the share buyback programme launched in 2022.

Verallia decided to launch a share buyback programme and entrusted an investment services provider with a sharebuyback mandate for a maximum amount of €50 million over a period running from 7 December 2022 to November 2023.
Verallia intends to cancel all the shares bought back. This share buyback programme falls under the delegation of authority
granted by the General Shareholders’ Meeting on 11 May 2022 under resolution 16.

16.2.2 Liquidity agreement
In 2019, Verallia signed an AMAFI liquidity agreement with Rothschild Martin Maurel for market-making purposes withrespect to its own shares on the regulated market of Euronext Paris. The liquidity agreement took effect on 6 January 2020
for an initial term of 12 months, renewable by tacit agreement for successive 12-month periods.
At 31 December 2023, the liquidity account amounted to €3,3 million and the Company did not hold any treasury sharesthrough this liquidity contract.

16.3 Translation reserve
The translation reserve decreased by €70.2 million in 2023 following a €4.7 million increase in 2022.
The decrease in the translation reserve was primarily attributable to the devaluation of the Argentine peso decided by
Argentina’s new president, Javier Milei.

16.4 Earnings per share
16.4.1 Basic earnings per share
Basic earnings per share were calculated based on the profit attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding excluding treasury shares:
Year ended 31 December
2023

470.0

342.0

116,941,934

117,191,417

4.02

2.92

Group’s share of net profit (loss) (in € million)
Number of shares
Basic earnings per share (in €)2022

16.4.2. Diluted earnings per share
Diluted earnings per share were calculated based on the profit attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding excluding treasury shares, after adjusting for the effects of all potential
dilutive ordinary shares:
Year ended 31 December
2023
Diluted number of shares
Diluted earnings per share (in €)342.0

117,246,749

117,300,110

4.01

2.92

The Group factored in the dilutive impact resulting from its performance share allocation plans.

368

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

2022

470.0

Group’s share of net profit (loss) (in € million)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Note 17 – Borrowings and financial liabilities
17.1 Net financial debt
Net financial debt includes all financial liabilities and derivatives on current and non-current financial liabilities, minus theamount of cash and cash equivalents.
The table below shows the change in net financial debt:(in € million)
Financial debt - Non current
Financial debt - Current
Financial derivative instruments - net
Gross debt
Cash and cash equivalents
Net debt

Note
17.2
17.2
17.2
15

Year ended 31 December
2023
2022
1,598.3
1,559.8
240.5
201.3
0.3
(24.5)
1,839.1
1,736.6(474.6)(330.8)1,364.5
1,405.9

17.2 Change in gross financial debt
17.2.1 Sustainability-linked bond issue
At 31 December 2023, the Group had two sustainability-linked bonds which it had issued in 2021 in accordance with the
Sustainability-Linked Bond Principles of the International Capital Markets Association: one of a total amount of €500 million
102
with a 7-year maturity (maturing on 14 May 2028) and a coupon of 1.625% per annum , and the other of a total amount of
102€500 million with a 10-year maturity (maturing on 10 November 2031) and a coupon of 1.875% per annum .
The coupon rate could potentially be revised upwards starting from the first interest period following 31 December 2025 anduntil maturity, depending on the achievement of two sustainability performance targets:lto reduce Verallia’s annual CO2 emissions (Scopes 1 and 2) to 2,625kt CO2 by 2025 (implying a 15% reduction from 2019
CO2 emission levels); andlto increase the percentage of external cullet used in its production operations to 59% by 2025 (implying a 10-point
increase from 2019).

Failure to meet either of these targets would potentially raise the coupon rate by 12.5 basis points for the first issue in May
2021 and by 10 basis points for the second issue in November 2021.

_____________________________________________
102

Prospectus approved by the French Financial Markets Authority on May 11, 2021 under visa 21-150 and on November 8,2021 under visa 21-477

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

17.2.2 Syndicated facility
In April 2023, Verallia arranged a €1.1 billion syndicated facility in the form of:la €550 million term loan andla €550 million revolving credit facility (RCF) which remained undrawn at 31 December 2023,

in order to refinance in advance its €1 billion syndicated facility which was signed in 2019 and scheduled to mature in 2024.
At 31 December 2023, Verallia SA therefore had a €550 million term loan and a €550 million revolving credit facility (RCF)
which remained undrawn.
The new term loan has a four-year maturity with a one-year extension option, while the new RCF has a five-year maturity
with two one-year extension options.
The applicable margin on the term loan was initially set at Euribor + 150 basis points with an upward or downward
adjustment (margin ratchet) mechanism. The term loan is currently indexed to the 3M Euribor rate.
The terms and conditions applied to these facilities are linked to CSR indicators. These indicators can impact the margins
applied upwards or downwards (±1.⅔ bp per indicator) and are linked to the following three objectives: a reduction in theGroup’s Scope 1 & 2 CO2 emissions, optimisation of water consumption in its plants, and the promotion of diversity andinclusion.

17.2.3 Negotiable European Commercial Paper (NEU CP)
On 28 September 2023, the Verallia Group transferred its short-term financing programme of Negotiable European
Commercial Paper (NEU CP) to Verallia SA, to replace the existing programme held by its wholly owned subsidiary Verallia
Packaging.
The NEU CP programme has been increased to a maximum principal amount of €500 million versus €400 million previously.
The former programme of Verallia Packaging will be turned off as from the first issuances are made by Verallia SA and will
be progressively be switched off until its outstanding issuances reach maturity. The new programme will not be rated as the
securities and shares issued by Verallia SA are admitted to trading on the regulated market of Euronext Paris.
The outstanding amount issued at 31 December 2023 was €158.2 million.
The outstanding amount issued at 31 December 2022 was €150.3 million.

17.2.4 Instalment loan from Bpifrance, a Verallia shareholder (related party agreement)
In December 2021, the company entered into an instalment loan agreement for a total principal amount of €30 million with
Bpifrance. The loan has been fully drawn; it carries interest at a fixed annual rate of 0.40% and has a 3-year maturity. The
amount outstanding at end-December 2023 was €12.5 million.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

GROSS FINANCIAL DEBT AT 31 DECEMBER 2023
At 31 December 2023, the €550 million revolving credit facility had not been drawn.

Notional or
maximum
Notes
amountCurrency

Contractualinterest rate

SustainabilityLinked Bond
November 2021

500.0

EUR

SustainabilityLinked Bond May
2021

500.0

Revolving credit
facility (floor 0%)
RCF
Term Loan B (floor
0%)

Effective
interest
rate

Deferred Carrying amount
expenses as of 31 December2023
and bond
Nonpremiums
current
Current

Total as of31
December
2023

Final
maturityType offacility

1.875 %

2.07 % 10/11/2031

Maturity

6.7

493.3

1.3

494.6

EUR

1.625 %

1.72 % 14/05/2028

Maturity

2.0

498.0

5.2

503.2

550.0

EUR

Euribor +
0,75%

4.93 % 17/04/2028 Revolving

2.6

—

—

—

550.0

EUR

Euribor +1,25%

5.39 % 16/04/2027

2.5

545.0

5.2

550.2

41.3

20.2

61.5

20.7

15.4

36.1

1,598.3

47.3

1,645.6

158.2

158.2

Other
borrowings

35.0

35.0

Total short-term
debt

193.2

193.2

1,598.3

240.5

1,838.8

12.2

8.7

20.9

1,610.5

249.2

1,859.7(16.4)(4.2)(20.6)

1,594.1

245.0

1,839.1(in € million)

Lease liabilities

17.5

Other borrowings
Total long-term
debt
Negotiable
commercial
paper (NEU CP)

500.0

Total financial
debt
Financialderivatives liability

20.2

Financial Debt
and financial
derivatives
liability
Financialderivatives asset
Gross debt

20.2

Maturity

EUR

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

GROSS FINANCIAL DEBT AT 31 DECEMBER 2022
At 31 December 2022, the €500 million revolving credit facility had not been drawn.

(in € million)

Notes

Notionalormaximum
amountContractual
Currency interest rate

Effective
interest
rate

Final
maturity

Deferred Carrying amount
expenses as of 31 december Total as of2022
and bond
31
Type of premiums
Nondecember
facility
current
Current
2022

SustainabilityLinked Bond
November 2021

500.0

EUR

1.875 %

2.07 % 10/11/2031

Maturity

7.6

492.4

1.3

493.7

SustainabilityLinked Bond
May 2021

500.0

EUR

1.625 %

1.72 % 14/05/2028

Maturity

2.5

497.5

5.2

502.7

Revolvingcredit facility(floor 0%) RCF1

500.0

EUR

Euribor +0,85%

0.85 % 07/10/2024 Revolving

1.1

—

—

—

Term Loan A(floor 0%)

500.0

EUR

Euribor +
1,25%

4.39 % 07/10/2024

1.1

497.8

2.8

500.6

36.2

17.3

53.5

35.9

15.6

51.5

1,559.8

42.2

1,602.0

150.3

150.3

8.9

8.9

159.1

159.1

1,559.8

201.3

1,761.1

2.5

(0.4)

2.0

1,562.2

200.9

1,763.1(26.5)—(26.5)

1,535.7

200.9

1,736.6

Lease liabilities

17.5

Other
borrowings
Total long-term
debt
Negotiable
commercial
paper (NEU CP)

400.0

Maturity

EUR

Other
borrowings
Total short-term
debt
Total financial
debt
Financialderivatives
liability

20.2

Financial Debt
and financial
derivatives
liability
Financialderivatives
asset

20.2

Gross debt

372

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

17.3 The Group’s debt structure
The interest rates applicable to the Group’s entire portfolio of financial liabilities, after incorporating derivative instruments,
are as follows:Year ended 31 December2023(in € million)

2022

Fixed-rate debt

1,642.0

1,594.3

Floating-rate debt
Gross debt

197.1

142.4

1,839.1

1,736.6

17.4 Debt repayment schedule
The debt maturity profile of the Group’s financial liabilities and derivatives is as follows:Year ended 31 December2023(in € million)

2022

245.1

200.9

Between one and five years

1,089.6

539.2

More than five years
Gross debt

504.4

996.6

1,839.1

1,736.6

Less than one year

At 31 December 2023, borrowings of under a year consisted primarily of €158.2 million of NEU CP (negotiable commercial
paper) versus €150.3 million at 31 December 2022.

17.5 Lease liabilities
At 31 December 2023, lease liabilities amounted to €61.5 million.

(in € million)
31 December 2022

Leases current
Terms Debts

Leases noncurrent Terms
Debts

Lease debts

17.3

36.2

53.5

Reductions during the period(23.4)(3.3)(26.7)

Additions and modifications of contracts during the period

24.0

8.4

32.3

Capitalized Interests

2.4

—

2.4
—

Change in Group Structure

—

—

Other
31 December 2023

—

—

—

20.2

41.3

61.5

Year ended 31
December 2023

Year ended
December 31 2022

The maturity profile for lease liabilities is as follows:(in € million)
Less than one year

20.2

17.3

In one to five years

38.9

30.6

In more than five years
Total lease liabilities

2.3

5.6

61.5

53.5

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

17.6

Covenants

The Group’s consolidated financial statements

17.6.1 Senior facilities agreement
The Senior Facilities Agreement signed on 17 april 2023, contains certain negative covenants, for instance the Group
cannot:lgrant collateral;
divest/transfer assets; orlconduct certain mergers, demergers, partial asset transfers or similar transactions,lwith each of these cases subject to stipulated thresholds and exceptions typical in this type of financing arrangement.
The Senior Facilities Agreement also includes affirmative covenants, for instance to comply with applicable laws or keep theborrowings at least at the same rank as the borrower’s unsecured debts under the Senior Facilities Agreement.
Last of all, should Verallia’s two long-term credit ratings assigned by S&P and Moody’s be downgraded to below BBB- andBaa3, respectively, the Senior Facilities Agreement requires the leverage ratio (total net debt / adjusted consolidated
EBITDA) to be below 4.50x and tested every half-year.
This Senior Facilities Agreement was used to refinance the facilities agreements arranged in 2019 which included numerous
contractual provisions: various affirmative and negative covenants, the requirement that the Group’s operational
subsidiaries accede as guarantors, and tests to be carried out every half-year on the leverage ratio (total net debt / proforma consolidated EBITDA) until the facilities agreement arranged in 2019 expired.
At 31 December 2023, no payment default had occurred or was still ongoing under the Senior Facilities Agreement.

17.6.2 Sustainability-linked bond issuance
The prospectuses relating to each Sustainability-Linked bond issuance both include an undertaking, for the Company andfor certain material Group subsidiaries, not to pledge their respective assets as guarantee for the payment obligations of theCompany or of any of the aforementioned material subsidiaries under any future bond financial indebtedness, in the event
where bond creditors under the Sustainability-Linked bonds would not be treated pari passu.

17.7

Change in debt

The change in financial debt in 2023 was as follows:(in € million)
Non-current financial liabilities
and derivatives
Current financial liabilities andderivatives (excluding interest)
Interest on long-term debt

31
December2022

Cashinflows

1,562.2

569.0(530.7)

4.8

—

191.8

35.2

(43.4)

41.2

Discount
Change in
Cash effects and Interest the scope ofoutflows
other* expense consolidation

Translationdifferences31
December
2023

4.6

0.6

1,610.5

12.7

0.1

(0.3)

237.3

9.1

—

(42.0)

0.4

44.3

—

—

11.8

Current financial liabilities andderivatives

200.9

35.2

(85.4)

41.6

57.0

0.1

(0.3)

249.2

Financial liabilities and financial
derivatives liability

1,763.1

604.2(616.1)

46.4

57.0

4.8

0.3

1,859.7

Financial derivatives asset
Gross debt

(26.5)

—

—

9.8

(3.8)

—

—

(20.6)

1,736.6

604.2(616.1)

56.1

53.2

4.75

0.3

1,839.1* Mainly consists of lease liabilities in application of IFRS 16

Reconciliation with the consolidated statement of cash flows
Increase (reduction) in bank overdrafts andother short-term borrowings
Increase in long-term debt
Reduction in long-term debt
Financial interest paid
Total

374

34.5
569.7

604.2

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT(565.0)(51.2)(616.1)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Note 18 – Provisions and other non-current financial liabilities
The change in provisions in financial year 2023 breaks down as follows:

Provisions
for claims,
litigationand other(in € million)

Provisionsforrestructuring
Provisions
andfor
employeeenvironme
benefitntal risks
expenses

Provisions
for risks
relating toassociates

Other
risks

Total
provisions

Liabilities
relating toinvestments

Total
provisions
and other
liabilities

As of 31 December 2022
Current portion
Non-current portion
Total provisions
Changes during the period

8.4
1.3
9.7

10.7
10.5
21.2

8.3
0.4
8.7

—
—
—

26.9
10.5
37.4

54.3
22.7
77.0

—
0.5
0.5

54.3
23.2
77.5

Business Consolidation
Additions
Reversals (unused)
Reversals (used)

—
4.8
(0.9)
(5.1)

—
4.4
(1.2)
(1.0)

—
4.6
(1.9)
(3.2)

—
—
—
—

0.6
41.2
(6.6)
(23.5)

0.6
55.0(10.6)(32.8)

3.3
—
—
—

3.9
55.0
(10.6)(32.8)

1.0

1.7

(0.2)

—

2.8

5.3

(2.9)

2.4

(0.3)

3.9

(0.7)

—

14.5

17.4

0.4

17.8

9.4
—
9.4

6.9
18.2
25.1

7.6
0.4
8.0

—
—
—

25.9
26.0
51.9

49.8
44.6
94.4

—
0.9
0.9

49.8
45.5
95.3

Other (reclassifications
and translationdifferences)
Total changes
As of 31 December 2023
Current portion
Non-current portion
Total provisions

The change in provisions for "Other risks" corresponds mainly to:lprovisions set aside in the amount of €20.0 million and a reversal of the provision in the amount of €19.6 million relating to
the Group’s deficit with respect to its CO2 allowances under Phase IV of the EU ETS scheme. The settlement of forward
purchases carried out in April 2023 resulted in an outflow of €14.6 million;lprovisions for liabilities on aid granted and losses on customer contracts.

18.1 Provisions and contingent liabilities

ACCOUNTING PRINCIPLES
A provision is made when (i) the Group has a legal or current implicit obligation towards a third party resulting from a past
event, (ii) an outflow of resources will probably be necessary for the Group to extinguish the obligation, and (iii) the amountof the obligation can be reliably estimated.
Provisions primarily concern obligations associated with litigation, restructuring plans and other risks identified with respect to
the Group’s operations. Provisions with settlement dates that can be reliably estimated are discounted.
When a current obligation is unlikely to exist, the Group recognises a contingent liability unless there is little likelihood of an
outflow of resources embodying an economic benefit.
Contingent liabilities assumed during a business combination are recognised at their fair value on the acquisition date.
Under the regulation on carbon dioxide (CO2) emission allowances, the Group records CO2 allowances allocated free ofcharge or purchased in its inventory of raw materials. When the CO2 allowances to be surrendered for CO2 emitted during
year N exceed the Group’s stock of CO2 allowances, it recognises a provision to cover this deficit of year N allowances tobe surrendered in April of year N+1.
Measurement of the provision takes into account the price of forward purchases made for the following year and the spot
price on 31 December of the current year for the balance not covered by forward purchases.

ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT
Estimates primarily concern valuations of liabilities and contingent liabilities, especially provisions for litigation and otherGroup risks.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

18.1.1 Provisions for claims, litigation and other
These provisions mainly concern provisions for claims, litigation and other commercial risks, primarily in France and Italy.

Litigation between Verallia Italia and Nelson Servizi
In December 2014, Verallia Italia, as a supplier, and Nelson Servizi, as a distributor, renewed their previously agreed
distribution contract and established mutual undertakings to sell and buy bottles for the Cuban market for the years 2015,2016 and 2017. In 2015, the Group decided to cease all commercial activity for the Cuban market starting from the second
half of 2016. In response, Nelson Servizi suspended all payments to Verallia Italia.
Verallia Italia then informed Nelson Servizi that said distribution contract would be cancelled if Nelson Servizi did not settle its
debts towards it. Nelson Servizi thus requested that Verallia Italia be ordered to pay damages amounting to €11 million.
In 2021, Verallia Italia was ordered to make a payment of €1.8 million and the corresponding provision was consequently
reversed.
Verallia Italia has lodged an appeal against the court decision.

18.1.2 Provisions for environmental risks
Provisions for environmental risks cover the costs of environmental protection measures, asbestos-related costs and the costsof waste disposal relating to the reconstruction of furnaces.

Asbestos-related litigation
Charges of gross negligence (inexcusable fault)
In France, since the late 1990s, several former and current Group employees or their assignees have filed lawsuits against
the Group’s French subsidiary, Verallia France, for gross negligence after falling ill as a result of their alleged exposure toasbestos-containing materials.
At 31 December 2023, the amount provisioned in respect of these claims stood at €3.0 million.

Claims for anxiety-related damages
Lawsuits have been filed by Group employees or former employees for recognition of anxiety caused by their alleged
exposure to asbestos-containing materials at the Group’s French facilities.
At 31 December 2023, the amount provisioned for all such claims amounted to €3.8 million.

Decontamination of Canoas site in Brazil
Verallia Brasil owns a property located in the city of Canoas, Brazil.
Industrial activity at the site was stopped during 2011-2012 when activity on the domestic products line was discontinued.
There are still buildings and fixtures on the site that require demolition and land decontamination.
At 31 December 2023, the amount provisioned to cover the costs of demolition and land decontamination and related
expenses totalled €6.6 million.

18.1.3 Provisions for restructuring and personnel expenses
Provisions for restructuring and personnel expenses amounted to €8.0 million at 31 December 2023 and €8.7 million at 31
December 2022.
They mainly concern the transformation plan carried out in France, after it was decided not to rebuild the oldest of thethree furnaces at the Cognac facility, and redundancy aid measures.

376

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

18.1.4 Provisions for other risks
Provisions for other risks mainly concern the provision relating to the Group’s CO2 allowances deficit with respect to its CO2
emissions in financial year 2023, under Phase IV (2021-2030) defined by the Quotas (EU ETS) Directive.
With respect to the provision for CO2 allowance deficits, emission projections were calculated for Phase IV of the European
scheme which started in 2021 and are based on the detailed estimates made periodically by the Group’s industrial
management.
Management measures the Group’s capacity utilisation and any upgrades made to its production facilities, taking into
consideration the various decarbonisation measures introduced by the Group.
Moreover, in accordance with the Quotas (EU ETS) Directive, the Group adjusts its estimate of the number of allowances itwill be allocated free of charge depending on its production activity.
The Group is pursuing its policy of purchasing allowances on the market based on its expected deficit.
In order to secure the prices at which it will have to buy allowances, the Group has already made forward purchases of
CO2 allowances on the market for a total amount at 31 December 2023 of €14.6 million.
The valuation of the provision is thus based on the price of forward purchases made by the Group and on the spot price atthe end of the year for the balance not covered by forward purchases.
The Group's recorded deficit for the year 2023 amounts to €20.8 million (€18.6 million in 2022).

18.1.5 Risks relating to associates
In 2013, Verallia Brasil, a Company subsidiary, set up a joint venture governed by Brazilian law (Industria Vidreira de Nordeste– IVN) with a local partner, Ipiaram Empreendimentos e Participações Ltda (Ipiaram). Verallia Brasil held a majority stake inthis joint venture, the purpose of which was to build and operate a glass manufacturing facility in the Brazilian state ofSergipe. The plant came onstream in 2015.
Verallia Brasil’s shareholding was equity-accounted and then sold in October 2018.
In January 2017, Ipiaram launched arbitration proceedings with the International Chamber of Commerce (ICC) against
Verallia Brasil regarding the interpretation of certain provisions in the partnership agreements signed by the two parties;
Ipiaram felt entitled to exercise the undertakings to purchase granted by Verallia Brasil under these partnership agreements.
At the closing date, these arbitration proceedings were still under way.
At 31 December 2019, Ipiaram’s claim was estimated at 104 million Brazilian reals in total damages (i.e. approximately €19.3
million at 31 December 2023).
The Group deems it unnecessary to recognise any provisions in respect of this arbitration case given the decisions handed
down by the court of arbitration and legal authorities.

18.2

Other non-current financial liabilities

ACCOUNTING PRINCIPLESOther non-current financial liabilities primarily consist of put options granted to minority shareholders in subsidiaries andliabilities relating to the acquisition of securities in the Group’s companies, including additional considerations foracquisitions made. Liabilities relating to the put options correspond to the present value of their estimated exercise price,with a corresponding decrease in interests not conferring control and in equity attributable to owners of the parent
company. Any subsequent change in the fair value of the liability is recognised through an adjustment to equity.

At 31 December 2023, other non-current financial liabilities corresponded mainly to the outstanding balance due to theseller following the acquisition of a recycling activity by the Group’s Spanish subsidiary and the contingent consideration on
the shares in Thierry Bergeon Embouteillage.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 19 – Provisions for pensions and similar liabilities
Provisions for pensions and other employee benefits break down as follows:(in € million)
Annuities payable to plan beneficiaries
Flat-rate compensation
Post-employment medical benefits
Provisions for pensions and other liabilities
Other long-term benefits
Provisions for pensions and other employee benefits

Notes

19.1
19.2

Year ended 31 December
2023
54.6
27.2
4.0
85.8
3.1
88.9

2022
53.5
27.0
3.7
84.2
3.2
87.4

Year ended 31 December
2023

2022

The Group’s workforce breaks down as follows:

Managers

1,174

1,081

Administrative employees
Other employees

2,495
7,207

2,319
6,924

Total

10,876

10,324

The workforce presented corresponds to the average number of people employed by the Group over the year.

19.1

Pension liabilities and other post-employment benefit liabilities

ACCOUNTING PRINCIPLESDefined benefit plans
Defined benefit pension plans refer to plans where the Group is committed officially or through an implicit obligation to an
amount or level of benefits and therefore bears the associated medium- or long-term risk.
After retiring, the Group’s former employees are entitled to pension benefits in accordance with applicable laws andregulations in the respective countries in which the Group operates. Supplemental pension liabilities also apply in some of
the Group’s companies, in France and also in other countries. The group’s liabilities with respect to pensions and retirement
benefits are established at the end of the reporting period with the assistance of independent actuaries, on an actuarial
basis, using the projected unit credit method which incorporates projected final salaries on retirement and economic
conditions in each country. These liabilities can be funded by pension funds or plan assets, and a provision is recognised in
the consolidated balance sheet for the portion not funded by assets.
The Group contributes to defined benefit plans which determine the level of retirement benefits an employee will receiveon their retirement. These plans mainly concern Germany, Spain, Italy and France.
In France, employees receive retirement benefits depending on their years of service and their last salary on the date of
their retirement. This flat-rate amount is determined according to the applicable collective agreement.
Meanwhile the effects of the PFLSS (French social security finance bill) on France’s pension reform, which was promulgatedin April 2023 to raise the legal age of retirement and lengthen the period over which contributions must be paid, areconsidered to be a plan amendment within the meaning of IAS 19.104 and are recognised as a past service cost in profit orloss (IAS19.103).
The impact on the financial statements at 31 December 2023 was income in the amount of €0.5 million.
Retired former employees in Spain and Germany receive benefits other than retirement benefits, for instance forhealthcare. The Group’s obligations under these plans are calculated on an actuarial basis and provisions are recognised
accordingly in the consolidated balance sheet.

378

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Remeasurements of the net defined benefit liability (asset), comprising actuarial gains and losses, the return on plan assets(excluding amounts factored into the calculation of net interest on net liabilities) and the change in the effect of the asset
ceiling (if any, excluding amounts factored into the calculation of net interest on net liabilities), are recognised immediately
in “Other comprehensive income”.
Provisions are also made, on an actuarial basis, for other long-term employee benefits such as long-service awards andbonuses in various countries. Actuarial gains and losses relating to these other long-term benefits are recognised
immediately in the statement of income.
Interest expenses relating to these liabilities and returns on the corresponding plan assets are valued by the Group using thediscount rate applied to estimate the liability at the start of the period and are recognised in financial income as “Net
interest expense relating to pension plans and other benefits”.

Defined contribution plans
Defined contribution pension plans are those for which the Group’s only obligation is to pay a contribution but the Group
has no obligation as regards the level of benefits paid.
Contributions into defined contribution plans are expensed as incurred.

ESTIMATES AND ASSUMPTIONS USED BY MANAGEMENT
The present value of defined benefit pension liabilities depends on a certain number of factors that are determined on an
actuarial basis using assumptions about population growth and financial/economic factors. The assumptions used to
calculate defined benefit pension liabilities and net pension costs include the discount rate and the rate of future salary
growth. Management takes advice from external consultants and actuaries to establish these estimates and assumptions.
Any material change in these assumptions could result in a material change in the personnel expenses recognised in the
consolidated statement of income and in the remeasurements recognised in other comprehensive income offset against
equity.

19.1.1Main economic and financial assumptions used to measure defined benefit pension
liabilities and plan assets

Pension liabilities and other post-employment benefit liabilities are calculated on an actuarial basis using the projected unit
credit method applied to estimated final salaries.

i. Rate assumptions
Assumptions about mortality, staff turnover and salary growth factor in economic conditions and population trends in eachindividual country.
Discount rates are established by region depending on the bond yields of high-quality companies at the end of thefinancial year. The discount rates used for the Group’s main plans are as follows:(In %)
Discount rate
Salary increases including long-term inflation
Long-term inflation rate

Year ended 31 December
2023
2022

3,4 to 3,5%

3,7% to 3,8%

1.5% to 2.0%
2.0 %

1.8% to 2.3%
2.0 %ii. Sensitivity analysis
The sensitivity analyses carried out imply the following outcomes for defined benefit pension liabilities:(in € million)

Year ended 31 December
2023
2022

Impact of 0.5% increase in discount rate

(5.0)

(6.1)

Impact of 0.5% decrease in discount rate

5.5

6.0

Impact of 0.5% increase in inflation rate

4.9
(4.5)

5.3
(5.5)

Impact of 0.5% decrease in inflation rate

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19.1.2

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Change in pension liabilities and other post-employment benefit liabilities

i. Net carrying value of the provision
The table below shows defined benefit pension liabilities relating to the Group’s pension liabilities and other postemployment benefit plans along with the corresponding plan assets:
Year ended 31 December
2023
2022
(85.8)
84.2
1.7
(4.4)
84.1
79.8

(in € million)
Provisions for pensions and other post-employment benefit liabilities
Pension plan surpluses
Net pension liabilities and other post-employment benefit liabilities

ii. Liability analysis
The total amount of the Group’s pension liabilities and other post-employment benefit liabilities breaks down as follows:
31 December 2023

(in € million)

Other
WesternEuropean
Spain Germany countries

31 December 2022

Other

Average duration (in years)
Defined benefit liabilities funded plans
Defined benefit liabilities unfunded plans
Fair value of plan assets
Deficit (Surplus)
Asset ceiling

23.9

—

Total
10.2

Other
WesternEuropean
Spain Germany countries

23.9

27.7

0.1

Total
10.8
27.8

3.5

54.9

26.9

0.6

85.9

3.2

53.6

26.9

0.5

84.2

(24.6)
2.8

54.9

(1.1)
25.8

0.6

(25.7)
84.1—(31.1)
(0.2)

53.6

(1.1)
25.9

0.5

(32.2)
79.8—

Net pension liabilities andother post-employment
benefit liabilities

84.1

iii. Plan assets
Plan assets primarily consist of insurance policies. They are invested in low-risk assets.

380

Other

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

79.8

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

iv. Change in pension liabilities and other post-employment benefit liabilities
Changes in pension liabilities and other post-employment benefit liabilities break down as follows:(in € million)
As of 31 December 2021
Fluctuations during the year
Current service cost
Net interest expense
Reductions/settlements
Past service cost
Contributions to the pension plan
Translation differences

Pension liabilities andother postemployment benefit Fair value of planNotes
liabilities
assets148.8(40.8)

7

Employee benefit expenses recognised in the income
statement
Payment of benefits
Business combination
Remeasurement of net liabilities (net assets)
Other
Total movements during the year
As of 31 December 2022
Fluctuations during the year
Current service cost
Net interest expense
Reductions/settlements
Past service cost
Contributions to the pension plan
Translation differences
Employee benefit expenses recognised in the income
statement
Payment of benefits
Business combination
Remeasurement of net liabilities (net assets)
Other
Total movements during the year
As of 31 December 2023

7

Net pension
liabilities andother postemployment
benefit liabilities
108.0

2.9
(5.5)
—
—
—
(0.1)

—
6.9
—
—
—
—

2.9
1.4
—
—
—
(0.1)

(2.7)

6.9

4.2

(9.1)
—
(25.0)—(36.8)
112.0

2.6
—
(0.9)
—
8.6
(32.2)(6.5)—(25.9)—(28.2)
79.8

2.0
1.4
—
0.1
—
(0.1)

—
1.6
—
—
0.1
—

2.0
3.0
—
0.1
0.1
(0.1)

3.4

1.7

5.1

(9.2)
—
3.5
—
(2.3)
109.7

2.5
—
2.4
—
6.5
(25.7)

(6.8)
—
5.9
—
4.3
84.1

19.2 Other long-term benefits
Defined benefit pension liabilities are generally calculated on an actuarial basis according to the same method as forpension liabilities.
At 31 December 2023, provisions for other long-term employee benefits primarily included long-service awards payable by
the subsidiaries in France amounting to €1.6 million (€1.7 million at 31 December 2022) and bonuses in Germany amounting
to €1.1 million (€1.1 million at 31 December 2022).

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

19.3 Share ownership plans
19.3.1

Share ownership plans

The Group’s compensation policy is aimed at retaining and motivating talented employees, and at involving managerial
staff in its performances, mainly through a long-term incentive plan in the form of bonus share awards subject toperformance criteria linked to the Group’s long-term strategy.
Accordingly, bonus share award plans subject to performance criteria have been set up since 2019.
In accordance with the authorisation granted by the Combined General Shareholders’ Meeting of 10 June 2020:l

The March 2020 Plan was ultimately allocated with 142,290 shares delivered on 23 March 2022 based on the percentageof the performance criteria achieved on completion of the plan.

l

On 23 February 2021, the Board of Directors decided to set up two new performance share allocation plans, one
covering a two-year period spanning 2021 to 2022 (the “2021-2022 Plan”) and the other covering a three-year period
spanning 2021 to 2023 (the “2021-2023 Plan”).
The allocations ultimately decided under the 2021-2022 Plan resulted in the delivery of 251,893 shares on 23 March 2023
based on the percentage of the performance criteria achieved on completion of the plan.
The final allocation of shares awarded under the 2021-2023 Plan will go ahead with no discount applied subject to (a) thecontinued employment of the employee or executive concerned and (b) financial and non-financial performance
criteria being met. The 2021-2023 Plan is aligned with latest market practices, especially with respect to the performance
criteria applied.
At 31 December 2023, the number of potential ordinary shares under this plan was 207,783.

l

On 6 February 2022, the Board of Directors decided to set up a new performance share allocation plan covering a threeyear period spanning 2022 to 2024 (the “2022-2024 Plan”).
The final allocation of shares awarded under the 2022-2024 Plan will go ahead with no discount applied, subject to (a)the continued employment of the employee or executive concerned and (b) financial and non-financial performance
criteria being met, for instance regarding CO2 emissions. The 2022–2024 Plan will be aligned with any changes in market
practices, in particular in terms of the performance criteria applied.
At 31December 2023, the number of potential ordinary shares under this plan was 229,950.

l

On 15 February 2023, the Board of Directors decided to set up a new performance share allocation plan covering athree-year period spanning 2023 to 2025 (the “2023-2025 Plan”).
The final allocation of shares awarded under this 2023-2025 Plan will go ahead without any discount, subject to (a) thecontinued employment of the employee or executive concerned and (b) performance criteria being met. The
2023-2025 Plan will be aligned with latest market practices, especially with respect to the performance criteria applied.
At 31 December 2023, the number of potential ordinary shares under this new plan was 277,200.

19.3.2 Accounting impacts
Fair values applied to these share ownership plans were measured taking the features of these plans into account. As of
December 2022, expenses incurred in relation to these plans and associated costs recognised in the consolidated
statement of income totalled €6.2 million for the year ended 31 December 2023.

19.4 Group savings plans
The Group has set up a Group savings plan (PEG) for all its French employees and an International Group savings plan
(PEGI) for those located in the other countries in which it operates.
On 22 June 2023, the Company carried out a capital increase reserved for employees under the Group Savings Plan (PEG)
and International Group Savings Plan (PEGI). Employees subscribed to the operation either via the Verallia FCPE in the caseof those located in France, Brazil, Poland and Portugal, or directly in the case of those located in Germany, Spain, Italy
and Chile.
The number of shares subscribed under this capital increase was 611,445, and the IFRS 2 expense measuring the benefits
offered to employees was measured by reference to the share’s fair value on the last day of subscription. At 31 December
2023, it amounted to €3.0 million.
At 31 December 2023, it was recorded that employee shareholders - whether direct shareholders or shareholders throughthe Verallia FCPE - held 4.2% of Verallia’s share capital.

382

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Note 20 – Financial risk management
The Group’s financial risk management strategy aims to secure liquidity for the Group and minimise the impact of volatility ininterest rates, commodity prices including energy and exchange rates on its costs and cash flows, while maintaining thefinancial flexibility the Group needs to successfully roll out its commercial strategies.

20.1 Liquidity risk
In a crisis scenario, the Group might not be able to obtain the financing or refinancing needed to cover its investment plansfrom the credit or equity markets, or it might not be able to do so on acceptable terms.
The Group’s overall exposure to liquidity risk is managed by the Group’s Treasury and Financing Department.
The table below shows the contractual deadlines applicable to the Group’s financial liabilities, including its interest
payments.
31 December 2023
Contractual
cash Less than 1
flows
year

Note

Carrying
amount17

1,645.6

1,845.1

81.8

59.5

1,169.3

17

20.9

20.9

8.6

0.1

12.2

Short-term debt
Total borrowings
Trade payables and related accounts

17
17
14.3

193.2
1,859.7
627.1

193.2
2,059.2
627.1

193.2
283.6
627.1

59.6

1,181.5

Other payables and accrued liabilities,
including commodity derivative financial
instruments

14.3

622.6

622.6

542.0

69.7

10.9

3,109.4

3,308.9

1,452.7

129.3

1,192.4(in € million)
Current and non-current portion of long-term
debt (including interest)
Other liabilities, including derivative financial
instruments

Total financial liabilities

1 to 2years

2 to 5 More than 5
years
years
534.5

534.5

534.5

At 31 December 2023, the Group had a revolving credit facility of an undrawn amount of €550 million.
31 December 2022
Contractual
cash Less than 1
flows
year

Note

Carrying
amount17

1,602.0

1,773.3

17

2.0

Short-term debt
Total borrowings
Trade payables and related accounts

17
17
14.3

Other payables and accrued liabilities,
including commodity derivative financial
instruments

14.3(in € million)
Current and non-current portion of long-term
debt (including interest)
Other liabilities, including derivative financial
instruments

Total financial liabilities

1 to 2years

2 to 5 More than 5
years
years

68.3

571.2

81.7

1,052.3

—

—

—

159.1
1,763.1
740.6

159.1
1,932.5
740.6

159.1
227.4
740.6

571.2

81.7

1,052.3

436.5

436.5

424.7

0.6

11.2

2,940.2

3,109.6

1,392.7

571.8

92.8

1,052.3

At 31 December 2022, the Group had a revolving credit facility of an undrawn amount of €500 million.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

20.2

Market risks

The Group’s consolidated financial statements

20.2.1 Interest rate risk
The Group’s overall exposure to debt-related interest rate risk is managed by its Treasury and Financing Department. The
subsidiaries using derivative instruments generally do so with Verallia Packaging as the counterparty. The Group’s policy is tosecure the cost of its medium-term debt by managing the risk of an increase in interest rates, while at the same time
optimising it.
At 31 December 2023, as at 31 December 2022, the Group had a large portion of its exposure to a rise in the Euribor rate
hedged through interest rate options (caps) of a nominal value of €370 million in 2023 and €370 million in 2022.
In August 2023, the Group hedged the intra-group acquisition debt incurred on Allied Glass in GBP through EUR / GBP crosscurrency swaps (CCS) totalling £241.7 million.
31 December 2023

Interest rates
Interest rate CAP
Cross Currency Swap capped
Total interest rate derivative financial instruments

Notional
amount incurrency
millions
370.0
274.0

31 December 2022

Fair value
14.8(10.7)
4.1

Notional
amount incurrency
millions
370.0—

Fair value
22.6
—
22.6

Interest rate derivatives: derivative instruments hedging interest rate risk are referred to as cash flow hedging instruments.
Hedges are set up in such a way as to align the main characteristics of the underlying with those of the derivatives, so theinefficiency to be recorded is non-significant for the periods presented herein.
With interest rates (3-month Euribor) in positive territory at the end of 2023, a change of 50 basis points in interest rates on a
forward-looking basis at the closing date would have an impact of €3.2 million on profit (loss). At end-2022, the impact of a
50-basis point change in interest rates had been estimated at €3.5 million.
(in € million)

2023

2022

Impact of 50 base point (bp) increase

(3.6)

(3.4)

Impact of 50 base point (bp) decrease

3.2

3.5

20.2.2 Currency risk
Currency risk includes the following:– Transaction risk: occurring during the normal course of business. The Group mostly operates locally, and most of its
receivables and payables are denominated in the subsidiary’s functional currency ;– Financial risk: occurring during the normal course of business for certain financial liabilities denominated in a currency
other than the functional currency.
31 December 2023

Foreign exchange - devise
Currency derivatives - EUR/CLP
Currency derivatives - EUR/USD
Currency derivatives - EUR/GBPCurrency derivatives - EUR/ARS
Currency derivatives - EUR/BRL
Currency derivatives - USD/ARS
Currency derivatives - USD/BRL
Currency derivatives - USD/EUR
Total currency derivative financial instruments

384

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

Notional amountin currency
millions
9.1 / 9,119.7
8.6 / 9.3
35 / 33.9
2.8 / 2,725.9
124.9 / 699.5
11.5 / 10,032.1
16 / 83.7—

Fair value
(0.3)
0.1
(0.2)
0.1
(4.8)
0.2
(0.9)
—
(5.8)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

31 December 2022

Foreign exchange - devise
Currency derivatives - EUR/CLP
Currency derivatives - EUR/USD
Currency derivatives - EUR/GBPCurrency derivatives - EUR/ARS
Currency derivatives - EUR/BRL
Currency derivatives - USD/ARS
Currency derivatives - USD/BRL
Currency derivatives - USD/EUR
Total currency derivative financial instruments

Notional amountin currency
millions
10.1/9,732.4
10.9/11,2
284.2/249.8
2.1/461.4
52.4/308.7
6.6/1,566.7
17.9/99.0
1.4/1.3

Fair value
(0.3)
0.5
2.6
(0.1)
(0.3)
(0.6)
(0.4)
0.0
1.4

l

Currency derivatives: derivative instruments hedging commercial transactions are referred to as fair value hedging
instruments and cash flow hedging instruments. Derivative instruments hedging financial transactions are referred to as
fair value hedging instruments.

lTranslation risk: occurring as a result of the consolidation in euros of the financial statements of subsidiaries that have a
different functional currency. Any fluctuation in the exchange rates of these currencies against the euro has an impact
on the Group’s equity. The group's main exposure is the Brazilian real. Other currencies such as the Russian ruble, theBritish pound, the Argentine peso, and the Ukrainian hryvnia also constitute exposures for the Group.

2023(in € million)
Brazilian real
Argentine peso
Russian rouble
Ukrainian hryvnia
Pound sterling2022(in € million)
Brazilian real
Argentine peso
Russian rouble
Ukrainian hryvnia
Pound sterlingGroups's equity
Euro appreciation+10%(18.8)
(2.2)
(7.2)
(2.0)
(6.4)

Euro depreciation
-10%
22.9
2.7
8.8
2.4
7.8

Groups's equity
Euro appreciation+10%(17.9)(10.0)
(9.1)
(2.1)
(5.2)

Euro depreciation
-10%
21.8
12.2
11.1
2.6
6.3

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

20.2.3 Risk related to commodity prices
The Group is exposed to variations in the prices of the commodities, including energy, that it uses in its operational activities.
The Group may sometimes limit its exposure to fluctuations in energy prices by using swaps to hedge some of its energy
purchases. Energy hedges (excluding purchases at fixed prices negotiated directly with suppliers by the Purchasing
Department) are arranged, as far as possible, by the Group’s Treasury and Financing Department in accordance with the
instructions received from the Group’s Purchasing Department and in keeping with the directives established by the Boardof Directors.
31 December 2023

Commodities
Commodity derivatives fuel swaps (€)
Commodity derivatives gas swaps (€)
Commodity derivatives electricity swaps (€)
Total commodity derivative financial instruments

Notional
amount incurrency
millions
365.6
136.1

Fair value(117.6)(36.4)(154.0)31 December 2022

Commodities
Commodity derivatives fuel swaps (€)
Commodity derivatives gas swaps (€)
Commodity derivatives electricity swaps (€)
Total commodity derivative financial instrumentslNotional
amount incurrency
millions
23.6
452.5
145.5

Fair value
(2.4)
227.9
78.7
304.2

Energy derivatives: derivative instruments hedging the risk of fluctuations in energy prices are referred to as cash flow
hedging instruments. Hedges are set up in such a way as to align the main characteristics of the underlying with those of
the derivatives, so the inefficiency to be recorded is non-significant for the periods presented herein.

Energy (in € million)

2023

2022

impact of a 10% price appreciation

34.3

91.1

impact of a 10% price depreciation(34.3)(91.1)

20.2.4 Financial counterparty risk
The Group is exposed to the risk of a default by any one of the banking counterparties that manages its cash or any of its
other financial instruments. Such a default could result in a financial loss for the Group. Application of IFRS 13 “Fair value
measurement”, requiring the incorporation of counterparty risk when measuring derivative instruments, resulted in the Group
recognising a €1.3 million reduction in negative fair value at 31 December 2023. There had been no material impact on theGroup’s financial statements at 31 December 2022.

386

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

Note 21 – Financial instruments
ACCOUNTING PRINCIPLES
Initial recognition and measurement
Trade receivables are initially recognised when they are created. All other financial assets and liabilities are initiallyrecognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value plus, in the case of an item not measured at fair value
through profit or loss (FVTPL), the transaction costs that are directly attributable to its acquisition or issue. A trade receivablewith no significant financing component is initially measured at its transaction price.

Classification and subsequent measurement
Financial assets
At initial recognition, a financial asset is classified as having been measured either at amortised cost, at fair value throughother comprehensive income (FVOCI) with a distinction made between debt instruments and equity instruments, or at fairvalue through profit or loss (FVTPL).
Financial assets are not reclassified after initial recognition unless the Group changes its economic model for managing
financial assets, in which case all financial assets affected are reclassified on the first day of the first financial year following
the change in economic model.
A financial asset is measured at amortised cost if it meets the following two conditions and is not designated as at FVTPL:l

it is held as part of a business model whose objective is to hold assets in order to collect contractual cash flows; andlits contractual terms give rise, on specified dates, to cash flows that are solely payment of principal and interest on theprincipal amount outstanding.

A debt instrument is measured at FVOCI if it meets the following two conditions and is not designated as at FVTPL:l

it is held as part of a business model whose objective is achieved both by collecting contractual cash flows and selling
financial assets; andlits contractual terms give rise, on specified dates, to cash flows that are solely payment of principal and interest on theprincipal amount outstanding.

At initial recognition of an equity instrument that is not held for trading, the Group has the irrevocable option to present
subsequent adjustments to the fair value of this instrument in other comprehensive income. This choice is made for each
instrument.
All financial assets not classified as being measured at amortised cost or at FVOCI using the method described above aremeasured at FVTPL. This includes all derivative financial assets (see below). At initial recognition, the Group has theirrevocable option to designate a financial asset that would otherwise meet the conditions to be measured at amortised
cost or at FVOCI as being at FVTPL, if this designation makes it possible to eliminate or significantly reduce an accounting
mismatch that would otherwise have arisen.
Financial assets – assessing whether contractual cash flows are solely payment of principal and interest
For the purposes of this assessment, the term “principal” is defined as being the fair value of the financial asset at initialrecognition. “Interest” is defined as being the consideration of the time value of money, the credit risk associated with theprincipal amount outstanding during a particular period of time, and other basic lending risks and costs (for example,
liquidity risk and administrative expenses), as well as the profit margin.
The Group takes into consideration the instrument’s contractual terms when assessing whether contractual cash flows aresolely payment of principal and interest.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Financial assets – subsequent measurement and gains and losses
Financial assets at FVTPL

Financial assets at
amortised cost

Debt instruments at
FVOCI

Equity investments at
FVOCI

These assets are then measured at their fair value. Net gains and losses, including any interest
income or dividends, are recognised through profit or loss. However, see Note 20 for derivative
instruments designated as hedging instruments.
These assets are then measured at amortised cost using the effective interest method.
Impairment losses are deducted from the amortised cost. Interest income, currency gains andlosses, and impairment losses are recognised through profit or loss. Any gains or losses from
derecognition are recognised through profit or loss.
These assets are then measured at their fair value. Interest income calculated using theeffective interest method, currency gains and losses, and impairment losses are recognised
through profit or loss. Other net gains and losses are recognised through other comprehensive
income. At derecognition, cumulative gains and losses in other comprehensive income arereclassified to profit or loss.
These assets are then measured at their fair value. Dividends are recognised as income in profit
or loss, unless the dividend clearly corresponds to the recovery of some of the cost of theinvestment. Other net gains and losses are recognised in other comprehensive income and arenever reclassified to profit or loss.

Financial liabilities – classification, subsequent measurement and gains and losses
In accordance with IFRS 9, financial liabilities are classified as being measured at amortised cost or at FVTPL. A financial
liability is classified as being at FVTPL if it is considered to be held for trading, whether it is a derivative or was designated assuch at initial recognition. Financial liabilities at FVTPL are measured at fair value and the resulting net gains and losses,
including any interest expense, are recognised through profit or loss. Other financial liabilities are subsequently measured atamortised cost using the effective interest method. Interest expense and currency gains and losses are recognised throughprofit or loss. Any gains or losses resulting from derecognition are also recognised through profit or loss.
Please refer to Note 20 for financial liabilities designated as hedging instruments.

Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it
transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards ofownership of the financial asset are transferred, or it neither transfers nor retains substantially all the risks and rewards ofownership and does not retain control over the financial asset.
The Group carries out transactions through which it transfers assets recognised in its balance sheet but retains all or
substantially all the risks and rewards of ownership of the transferred assets. In such cases, the transferred assets are notderecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or they expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability aresubstantially different, in which case a new financial liability based on the modified terms is recognised at its fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
When a financial liability measured at amortised cost is modified without being derecognised, a gain or loss is recognised
through profit or loss. The calculated gain or loss corresponds to the difference between the original contractual cash flows
and the modified cash flows discounted at the original effective interest rate.
Derivative financial instruments and hedge accounting under IFRS 9
The Group holds derivative financial instruments to hedge currency risk, interest rate risk, commodity risk and energy risk.
Embedded derivatives are separated from the host contract and considered separately if the host contract is not afinancial asset and if certain criteria are met.
Derivatives are first measured at their fair value. Subsequent to initial recognition, derivative instruments are measured attheir fair value and changes therein are generally recognised in profit or loss.

388

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

The Group designates certain derivative instruments as being hedging instruments to hedge the variability of cash flows
relating to highly probable forecast transactions resulting from movements in exchange rates, interest rates, commodity
prices or energy prices. At inception of a designated hedging relationship, the Group documents the risk management
objective and the strategy for undertaking the hedge. The Group also documents the economic relationship between thehedged item and the hedging instrument, including whether variations in cash flows from the hedged item and hedging
instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of thederivative is recognised in other comprehensive income and accumulated in the hedging reserve. The effective portion ofchanges in the fair value of the derivative recognised in other comprehensive income is limited to the cumulative change
in the fair value of the hedged item, determined using the present value, as from inception of the hedge. Any ineffective
portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
If a hedged forecast transaction subsequently results in the recognition of a non-financial item, such as inventory, theamount that has been accumulated in the hedging reserve is included directly in the initial cost of the non-financial item
when it is recognised.
For all other hedged forecast transactions, the amount that has been accumulated in the hedging reserve is reclassified to
profit or loss in the same period(s) as when the hedged forecast future cash flows affect profit or loss.
If the hedge no longer meets hedge qualifying criteria or if the hedging instrument is sold, expires, is terminated or exercised,
hedge accounting is then discontinued prospectively. If hedge accounting of cash flow hedges ceases to apply, theamount that has been accumulated in the hedging reserve remains recognised in equity until, in the case of the hedging ofa transaction giving rise to the recognition of a non-financial item, it is included in the cost of the non-financial item on its
initial recognition or, in the case of other cash flow hedges, until it is reclassified to profit or loss in the same period(s) as when
the hedged forecast cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, the amounts that have been accumulated in thehedging reserve are immediately reclassified to profit or loss.

Impairment of receivables
The Group recognises impairment losses for expected credit losses (ECL) for:lfinancial assets measured at amortised cost; andlcontract assets.

Impairments for losses on trade receivables and contract assets are measured at an amount equal to full lifetime ECL.
To determine whether the credit risk of a financial asset has increased significantly since initial recognition, and to estimate
ECL, the Group considers reasonable and supportable information that is relevant and available and does not involve
undue cost or effort. This consists of quantitative and qualitative information and analyses based on the Group’s pastexperience and on an informed credit assessment, including prospective information.
Impairments for losses on financial assets measured at amortised cost are deducted from the gross carrying amount of theassets.
The gross carrying amount of a financial asset is written off if the Group has no reasonable expectation of recovering thefinancial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing andamount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant
recovery from the amount written off. However, financial assets that are written off could still be subject to recovery
procedures in accordance with the Group’s credit policy.

ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT
As indicated above, the Company uses estimates to determine impairments for trade receivables.

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

389

6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Classification and fair value measurement
Financial assets and liabilities are classified as follows:
31 December 2023

(in € million)

Notes

Accounting categories
throughthroughother
othercomprehen comprehen Mandatoril
y at
sive
sive
fair value
income –income –Amortisedthrough
equitydebt
cost instruments instruments profit or loss

Equity investments nongroup

13

Loans, deposits andreceipts

13

28.6

Trade receivables andrelated accounts(excluding current tax
receivables)

14.2

232.4

Derivative instruments
hedging financial risk

20.2

Derivative instruments
hedging operating risk
(*)

14.2
&
20.2

Cash and cash
equivalents

15

Total financial assets

Fair value measurement based on:

Fair value –hedging
instruments

8.2

124.9

8.2

8.2

28.6

28.6

232.4

232.4

232.4

20.6

20.6

20.6

20.6

27.6

27.6

27.6

27.6

474.6

450.1

24.5

48.2

792.0

450.1

333.6

124.9
—

Level 3:significant
Total
nonobserv
financialable instruments
inputs at fair value

28.6

—

8.2

Level 2:significant
observable
inputs

8.2

349.7
610.7

Carrying
amountLevel 1:
pricesquoted on
activemarkets

474.6
8.2

792.0

Sustainability-Linked
Bond November 2021

17(550.2)(550.2)(439.6)(439.6)

Sustainability-Linked
Bond May 2021

17(503.2)(503.2)(467.1)(467.1)

Term Loan A andrevolving credit facility(unused)17(494.6)(494.6)(550.2)(550.2)(61.5)(61.5)(61.5)(36.1)(36.1)

Financial liabilities on
finance leases
Other long-term liabilities(61.5)
17

Total long-term debt
Derivative instruments
hedging financial risk (**)

(36.1)(1,645.6)

—
—

—

—

20.2

Total long-term debt andfinancial derivatives
liability(1,645.6)

Negotiable commercial
paper (NEU CP)

17(158.2)Other short-term liabilities

17(35.0)

Total short-term debt

(193.2)Derivative instruments
hedging operating risk
(*)

14.3
&
20.2

Trade payables andrelated accounts

14.3

Other payables andaccrued liabilities

14.3

—

—

(1,645.6)(20.9)(20.9)(20.9)(1,666.5)——(647.8)(36.1)—(1,554.5)(20.9)(20.9)(668.7)(1,575.4)(158.2)(158.2)(158.2)(35.0)(35.0)(35.0)—(193.2)(193.2)(193.2)(182.2)(182.2)(182.2)(182.2)(627.1)(627.1)(627.1)——(906.7)(627.1)(440.4)(906.7)(440.4)(440.4)

Total financial liabilities(2,906.3)———(203.1)(3,109.4)(440.4)(906.7)(2,111.6)(3,018.3)

Total(2,295.6)

8.2

—

124.9

(154.9)(2,317.4)(456.6)(1,778.0)* All commodity swaps are designated as cash flow hedges.
** Interest rate derivatives (CCS, caps and spread caps) taken out by the Group are designated as cash flow hedges.

390

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

8.2(2,226.3)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

31 December 2022
Accounting categoriesn € million)

Notes

Amortised
cost

Fair value
through othercomprehensiveincome –equityinstruments

Fair value
through othercomprehensiveincome –debt
instruments

Fair value measurement based on:

Mandatorilyatfair value Fair value –throughhedging
profit or loss instruments

Carrying
amountLevel 1:
pricesquoted on
activemarkets

Level 2:significant
observable
inputsLevel 3:significant
nonobserv
able
inputsTotalfinancial
instruments
at fair value

7.6

7.6

Equity investments nongroup

13

Loans, deposits andreceipts

13

26.0

26.0

26.0

26.0

Trade receivables andrelated accounts(excluding current tax
receivables)

14.2

290.5

290.5

290.5

290.5

Derivative instruments
hedging financial risk

20.2

26.5

26.5

26.5

26.5

Derivative instruments
hedging operating risk
(*)

14.2
&
20.2

352.2

352.2

352.2

352.2

330.8

328.4

2.3

378.7

1,033.5

328.4

697.5

Cash and cash
equivalents

15

Total financial assets

7.6

7.6

271.8
588.3

59.0
7.6

—

59.0

330.8
7.6

1,033.5

Sustainability-Linked
Bond November 2021

17(493.7)(493.7)(388.3)(388.3)

Sustainability-Linked
Bond May 2021

17(502.7)(502.7)(429.0)(429.0)Term Loan A andrevolving credit facility(unused)17(500.6)(500.6)(500.6)(500.6)(53.5)(53.5)(53.5)(53.5)(51.5)(51.5)(51.5)

Financial liabilities on
finance leases
Other long-term liabilities

17

Total long-term debt
Derivative instruments
hedging financial risk(**)

(1,602.0)

—

—

—

20.2

Total long-term debt
and financial derivatives
liability(1,602.0)

Negotiable commercial
paper (NEU CP)

17

Other short-term
liabilities

17

Total short-term debt

—

14.3
&
20.2

Trade payables andrelated accounts

14.3

Other payables andaccrued liabilities

14.3(1,602.0)

(2.0)

(2.0)

(2.0) (1,604.0)(150.3)(817.4)(817.4)(150.3)(8.8)(159.1)

Derivative instruments
hedging operating risk
(*)

—

—

(48.1)(740.6)(388.4)(2,890.1)

—

—

—

Total

(2,301.8)

7.6

—

59.0

(51.5)—(1,422.9)

(2.0)

(2.0)

(607.6)(1,424.9)(150.3)(150.3)

(8.8)

(8.8)

(8.8)

(159.1)(159.1)(159.1)(48.1)(48.1)(48.1)(740.6)(740.6)(740.6)(388.4)

Total financial liabilities(605.5)(388.4)(388.4)(50.1) (2,940.2)(817.4)(1,943.8)(2,761.1)

328.6(489.0)(1,246.1)(1,906.7)

7.6(1,727.6)* All commodity swaps are designated as cash flow hedges.
** Interest rate swaps (payer fixed / receiver variable) taken out by the Group are designated as cash flow hedges.
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market
participants.
Fair value is based on market inputs and commonly used valuation models, and may be confirmed in the case of complex instruments byreference to values quoted by independent financial institutions.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 22 – Related parties
ACCOUNTING PRINCIPLES
Under IAS 24 “Related party disclosures”, a related party is a person or an entity that is related to the reporting entity.
It can be any of the following:la person or company that has control over the Group;la Group associate;la joint venture;la member of the Company’s key management personnel (or a member of that person’s family).

A related party transaction is a transfer of resources, services or obligations between the Group and this related party.

22.1

Transactions with associates

The scope of associates is defined in Note 3.3.
The amounts shown in the Group’s accounts relating to associates are as follows:(in € million)
Statement offinancial position

Income statement

Year ended 31 December
2023

2022

Non-current assets

3.2

2.4

Current assets

1.4

1.4

Non-current liabilities——

Current liabilities

5.7

7.8

Revenue

—

—

66.0

54.9

—

0.1

Cost of sales
Financial income

Transactions were carried out in normal market conditions, that is in conditions similar to those that would usually apply
between independent parties.

22.2

Transactions with shareholders

22.2.1 Loan taken out with Bpifrance
In its efforts to extend its average debt maturity profile, continue diversifying its sources of funding and obtain competitive
funding costs, the Group reached an instalment loan agreement for a total principal amount of €30.0 million on
16 December 2021 with Bpifrance (an affiliate of Bpifrance Participations, which is a shareholder in the Group, and of
Bpifrance Investissement, which is a member of the Group’s Board of Directors).
The loan was fully drawn at 31 December 2021; it carries interest at an annual fixed rate of 0.40% and has a maturity of
3 years. Its purpose is to finance and/or refinance the working capital requirement and/or investment expenditure of theCompany and its subsidiaries within the meaning of Article L. 233-3 of the French Commercial Code.
Verallia Packaging, a wholly owned subsidiary of the Company, stood as joint and several guarantor for the repayment of
the amounts due under this loan, a guarantee that was lifted after the syndicated facility signed on 17 July 2019 wasrefinanced by way of the syndicated facilities agreement signed by Verallia SA on 17 April 2023, in accordance with theterms and conditions stipulated in the loan agreement and as described in Note 23.2.
The amount outstanding at 31 December 2023 was €12.5 million.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

6

22.2.2 Partnership with Bpifrance
In 2021, an agreement was reached between Verallia Packaging, a subsidiary of the Company, and Bpifrance (an affiliateof Bpifrance Participations, which is a shareholder in the Company, and of Bpifrance Investissement, which is a member of
the Company’s Board of Directors). The purpose of this agreement was to provide Bpifrance with financial and logisticalsupport to organise its “BIG Tour” event. The contract was renewed for €200,000 and covered the "Big Tour" from 5 March2022 to 26 November 2022 and the "Big Inno" held on 6 October 2022.
This partnership was discontinued during the course of 2023.

22.2.3 Services contract
The Group has no services contracts with its shareholders.

22.3

Transactions with key management personnel

The Group’s key management personnel are its Management team, which includes the following:lthe Chairmanlthe Chief Executive Directorlthe Chief Financial Officerlsegment Directorslthe Human Resources Directorlthe Director of Operationslthe CSR Director & General Counsel

The compensation of key management personnel shown in the statement of income for the period (including employer
contributions and social security contributions on bonus share awards) is as follows:(in € million)

Year ended 31 December
2023

2022

Short-term employee benefits

6.2

6.9

Post-employment benefits——

Other long-term benefits——

Termination benefits——

Share-based payment

2.1

2.6

Total

8.2

9.6

The compensation of members of the Board of Directors (attendance fees) corresponds to the amounts recorded in thestatement of income over the period.
Attendance fees allocated to non-executive directors in respect of their terms of office at the Company amounted to €0.5
million in 2023 versus €0.4 million in 2022.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 23 – Contractual obligations and off-balance sheet commitments
23.1 Commitments of operating activities(in € million)

Notes

Year ended 31 December
2023

2022

OPERATING COMMITMENTS GIVEN
Non-cancellable purchase commitments
Other operating commitments given
Total operating commitments given

23.1.123.1.2

1,004.5
27.8
1,032.3

1,067.3
11.8
1,079.0

23.1.355.0

73.6

OPERATING COMMITMENTS RECEIVED
Commitments received

23.1.1 Non-cancellable purchase commitments
Non-cancellable purchase commitments include firm orders for property, plant and equipment as well as purchasecommitments for commodities and services.
(In € million)

2023
Less than 1 year

Payments due
1 to 5 years More than 5 years

Non-cancellable purchasecommitments- Non-current assets- Commodities and energy- Services- Other
Total

AB(In € million)

251.3
693.2
47.1
12.9
1,004.5

240.4
468.5
40.5
11.2
760.6

2022

10.9
203.4
6.6
1.6
222.5

—
21.3
—
0.1
21.4

Payments dueLess than 1 year

1 to 5 years More than 5 years

Non-cancellable purchasecommitments- Non-current assets- Commodities and energy- Services- Other
Total

A
B

194.6
805.7
53.5
13.5
1,067.3

170.1
685.1
48.2
12.3
915.8

20.5
116.0
5.2
1.2
142.9

4.0
4.6
—
—
8.6

A. Corresponds mainly to purchase commitments made for the building and rebuilding of furnaces.
B. Includes forward purchases of carbon quota, soda ash and sand.
Over the past two years, the Group has signed PPA-type agreements (Power Purchase Agreements) enabling it to continue
increasing the share of low-carbon electricity in its energy mix.
The electricity supplied under these agreements is generated from solar energy (in Portugal, Spain and Italy), wind energy(in Germany and Argentina) and hydropower (in Chile). Verallia is committed for periods ranging from 5 to 15 years
depending on the agreement. These PPAs can cover up to 100% of a site’s electricity consumption (in the case of the
Rosario plant in Chile). Prepayments made under these agreements are generally completely variable. An accounting
analysis to date concludes that these agreements do not give rise to the recognition of an asset and liability under IFRS 16
or IAS 16, nor to the recognition of a derivative under IFRS 9. These agreements benefit from the own-use exemption referred
to in paragraph 2.4 of IFRS 9. Agreements that include a minimum fixed prepayment to make are referred to in the section
on off-balance sheet commitments

23.1.2 Other operating commitments given
Other operating commitments given consist primarily of guarantees relating to the environment.

23.1.3 Operating commitments received
Operating commitments received amounted to €55.0 million at 31 December 2023 and €73.6 million at 31 December 2022.
They consist primarily of guaranteed receivables and operating commitments.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

23.2

6

Financing commitments

The Group’s main commitments with respect to its borrowings and financial liabilities are described in Note 17.
The Group had current assets pledged as collateral in the amount of €36.9 million at 31 December 2023 versus €63.0 million
at 31 December 2022. They consist mainly of bank guarantees and tangible collateral.
The sustainability-linked bonds issued in 2021 were under a joint and several guarantee provided by Verallia Packaging SAS
on Verallia SA’s liabilities in respect of these bonds. The prospectuses also included the possibility of lifting the guarantee, forinstance if the syndicated facility signed on 17 July 2019 was refinanced with an unsecured bank loan taken on by Verallia
SA. The guarantee was therefore lifted after the syndicated facility signed on 17 July 2019 was refinanced by way of the
facilities agreement signed by Verallia SA in April 2023 as described in Note 17.2.2.
Verallia SA’s instalment loan from Bpifrance was under a guarantee provided by Verallia Packaging SAS on Verallia SA’s
liabilities in respect of the Bpifrance loan. The loan agreement included the possibility of lifting this guarantee, for instance if
the syndicated facility signed on 17 July 2019 was refinanced with an unsecured bank loan taken on by Verallia SA. The
guarantee was therefore lifted after the syndicated facility signed on 17 July 2019 was refinanced by way of the facilities
agreement signed by Verallia SA in April 2023.
Other financial commitments given amounted to €26.1 million at 31 December 2023 versus €9.4 million in 2022. These
commitments consisted mainly of comfort letters for local loan guarantees.
The Group also received financial commitments in the amount of €554.8 million at 31 December 2023 versus €502.5 million in
2022. These commitments consisted primarily of a €550 million revolving credit facility (RCF) arranged in April 2023 torefinance that in place at end-December 2022 for €500 million. See Note 17 for more information.
As part of the refinancing of the senior facilities agreement arranged in 2019 (the “2019 Facilities Agreement”), theguarantee granted by the Company and by the Group’s other companies adhering to the 2019 Facilities Agreement (i.e.
Verallia France, Verallia Italia, Verallia Brasil, Verallia Spain, Verallia Portugal and Verallia Deutschland) for the payment andrepayment obligations of Verallia Packaging and of the Group’s other companies that had adhered to the 2019 Facilities
Agreement, for a maximum principal amount of €2.0 billion (plus interest, fees and commissions) and within the legal andcontractual limits set out in the 2019 Facilities Agreement, was lifted in full. See Note 17 for more information.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Group’s consolidated financial statements

Note 24 – Audit fees
PricewaterhouseCoopers
Amount (before
tax)

BM&A and partners
Amount (before
tax)

%

Total
Amount (before
tax)

%

%

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Audit, certification and review
of parent company andconsolidated financial
statements

1.3

1.3

90 %

93 %

0.6

0.5

100 %

100 %

1.8

1.8

93 %

95 %

Verallia SA
Fully-consolidated subsidiaries

0.4
0.9

0.4
0.9

29 %
61 %

29 %
64 %

0.3
0.2

0.3
0.2

60 %
40 %

60 %
40 %

0.7
1.1

0.7
1.1

37 %
55 %

37 %
58 %

Services other thancertification of financial
statements

0.1

0.1

10 %

7%

0.0

0.0

—%

—%

0.1

0.1

7%

5%

Verallia SA
Fully-consolidated subsidiaries

0.1
0.1

0.1
0.0

6 %
4 %

7 %
— %

0.0
0.0

0.0
0.0

0 %
0 %

— %
— %

0.1
0.1

0.1
—

4 %
3 %

5 %
— %

TOTAL

1.4

1.4

100 %

100 %

0.6

0.5

100 %

100 %

2.0

1.9

100 %

100 %

(in € million)

Non-audit services provided by the Statutory Auditors to Verallia and its subsidiaries relate mainly to procedures involving
acquisition projects and audit procedures carried out as an independent third party on consolidated social, environmental
and corporate information.

Note 25 – Events after the closing dateNo significant events occurred after the close on 31 December 2023.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the consolidated financial statements

66.2. Statutory Auditors’ report on the
consolidated financial statements(For the year ended 31 December 2023)
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for theconvenience of English speaking readers. This report includes information specifically required by European regulations or
French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction
with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders

OpinionIn compliance with the engagement entrusted to us by your General Shareholders’ Meeting, and by the decision of thesole shareholder, we have audited the accompanying consolidated financial statements of Verallia for the year ended 31
December 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial
position of the Group at 31 December 2023 and of the results of its operations for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to
the audit of the consolidated financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial
Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period
from 1 January 2023 to the date of our report, and, in particular, we did not provide any non-audit services prohibited byarticle 5(1) of Regulation (EU) No. 537/2014.

Justification of assessments - Key audit matters
In accordance with the requirements of articles L.821-53 and R.821-180 of the French Commercial Code relating to thejustification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in
our professional judgement, were the most significant in our audit of the consolidated financial statements, as well as how
we addressed those risks.
These matters were addressed as part of our audit of the consolidated financial statements as a whole, and therefore
contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of theconsolidated financial statements.

Measurement of the recoverable amount of goodwill
Description of risk
The carrying amount of goodwill at 31 December 2023 was €688 million and is recognised as indicated in Note 3.1“Changes in the scope of consolidation” and Note 9 “Goodwill” to the consolidated financial statements.
Management conducts impairment tests, as described in Note 12 “Impairment of goodwill and fixed assets” to theconsolidated financial statements at least once a year and whenever there is an indication of impairment. Impairment

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the consolidated financial statements

indicators may correspond to events or situations related to material and adverse changes affecting the economic
environment and the assumptions or objectives identified at the time of acquisition.
Goodwill is tested at the level of groups of cash-generating units (CGUs) corresponding to the operating segments as
defined by the Group. An impairment loss is recognised when the carrying amount of a group of CGUs exceeds its
recoverable amount.
We deemed the measurement of the recoverable amount of these assets to be a key audit matter due to the potentiallysignificant nature of any impairment and the high level of judgement and estimation required by management for thisassessment. Management’s judgement is based on assumptions relating to future trends in sales, renewal investments andchanges in working capital requirements linked to the operation of these assets, as well as the determination of an
appropriate discount rate applied to future cash flows.

How our audit addressed this risk
We assessed the appropriateness and pertinence of the approach used by management to determine the groups of CGUs
at the level of which goodwill impairment tests are performed.
Concerning the allocation of goodwill related to the acquisition of Allied Glass group in 2022:l

we assessed the appropriateness of the main assumptions used by management to identify and measure assets andliabilities at fair value;l

we examined the documents produced by the independent expert appointed by management;lwe carried out a comparative analysis of the main assumptions used against market data and performed sensitivity tests;lwe also verified the appropriateness of the information provided in Note 1.2.1 to the consolidated financial statements“Highlights” in the section entitled “Follow-up to the acquisition of Allied Glass”.

We also gained an understanding of and examined the procedure implemented by management to conduct impairment
tests:
l

we assessed the appropriateness of the model used to calculate the value in use based on the discounted cash flow
method and reviewed, periodically, the calculations made by management;lwe verified the consistency of the cash flow projections by comparing them with:– management’s most recent estimates, as presented to the Board of Directors during the budget process,– the cash flow projections used in the previous impairment tests for the years 2024 to 2027, and– historical projections for 2023 and the performance for that year;l

we met with management to analyse the main assumptions used in the impairment tests and to obtain explanations toenable us to corroborate these assumptions;lwith the assistance of our valuation experts, we performed an independent analysis of certain key assumptions used bymanagement in its tests and analyses, including the discount rate and the perpetual average annual growth rate of
future cash flows, with reference to both external market data and analyses of comparable companies;l

we also compared sensitivity analyses to certain key variables in the valuation model to assess the materiality of potential
impacts on the assets’ recoverable amount;l

we examined the appropriateness of the disclosures provided in Note 12 “Impairment of goodwill and fixed assets” to theconsolidated financial statements.

Specific verifications
As required by legal and regulatory provisions and in accordance with professional standards applicable in France, wehave also performed the specific verifications on the information pertaining to the Group presented in the Board of
Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the Board of Directors’ management report includes the consolidated non-financial performance statement
required under article L.225-102-1 of the French Commercial Code. However, in accordance with article L.823-10 of theFrench Commercial Code, we have not verified the fair presentation and consistency with the consolidated financial
statements of the information given in that statement, which will be the subject of a report by an independent third party.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the consolidated financial statements

6

Other verifications and information pursuant to legal and regulatory requirements
Presentation of the consolidated financial statements to be included in the annual financial report
In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated
financial statements presented according to the European single electronic reporting format, we have verified that thepresentation of the consolidated financial statements to be included in the annual financial report referred to in paragraph
I of article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the
Chief Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No.
2019/815 of 17 December 2018. As it relates to the consolidated financial statements, our work included verifying that themarkups in the financial statements comply with the format defined by the aforementioned Regulation.
On the basis of our work, we conclude that the presentation of the consolidated financial statements to be included in theannual financial report complies, in all material respects, with the European single electronic reporting format.
Due to the technical limitations inherent to block tagging the consolidated financial statements in the European single
electronic reporting format, the content of some of the tags in the notes may not be rendered identically to theaccompanying consolidated financial statements.
In addition, it is not our responsibility to ensure that the consolidated financial statements to be included by the Company inthe annual financial report filed with the AMF correspond to those on which we carried out our work.

Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Verallia SA in the Articles of Association dated 18 June 2015 forPricewaterhouseCoopers Audit and by a decision of the sole shareholder of 24 July 2019 for BM&A.
At 31 December 2023, PricewaterhouseCoopers Audit and BM&A were in the ninth and the fifth consecutive year of their
engagement, respectively, and the fifth year since the Company’s securities were admitted to trading on a regulated
market.

Responsibilities of management and those charged with governancefor the consolidated financial statements
Management is responsible for preparing consolidated financial statements giving a true and fair view in accordance with
International Financial Reporting Standards as adopted by the European Union and for implementing the internal control
procedures it deems necessary for the preparation of consolidated financial statements that are free of material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern
basis of accounting, unless it expects to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control
and risk management systems, as well as, where applicable, any internal audit systems relating to accounting and financial
reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Responsibilities of the Statutory Auditors relating to the audit of the consolidated
financial statements
Objective and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about
whether the consolidated financial statements as a whole are free of material misstatement. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken
by users on the basis of these consolidated financial statements.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the consolidated financial statements

As specified in article L.821-55 of the French Commercial Code, our audit does not include assurance on the viability or
quality of the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors
exercise professional judgement throughout the audit.
They also:lidentify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures in response to those risks, and obtain audit evidence considered to be
sufficient and appropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;lobtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theinternal control;levaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement and the related disclosures in the notes to the consolidated financial statements;lassess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up
to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as agoing concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to draw attention
in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are notprovided or are inadequate, to issue a qualified opinion or a disclaimer of opinion;levaluate the overall presentation of the consolidated financial statements and assess whether these statements
represent the underlying transactions and events in a manner that achieves fair presentation;lobtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. The Statutory Auditors are responsible for the
management, supervision and performance of the audit of the consolidated financial statements and for the opinion
expressed thereon.

Report to the Audit Committee
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and theaudit programme implemented, as well as the results of our audit. We also report any significant deficiencies in internal
control that we have identified regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgement, were themost significant for the audit of the consolidated financial statements and which constitute the key audit matters that weare required to describe in this report.
We also provide the Audit Committee with the declaration provided for in article 6 of Regulation (EU) No. 537/2014,
confirming our independence within the meaning of the rules applicable in France, as defined in particular in articles
L.821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where
appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee.

Neuilly-sur-Seine and Paris, 14 February 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Nicolas Brunetaud

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BM&A
Eric Seyvos

6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

6.3. The Company’s annual individual financial
statements
Balance sheet
In thousands of euros

Notes

Gross

31/12/23
Amort. & Dep

Net

31/12/22Net

ASSETS
Intangible assets
Property, plant and equipment
Financial assets
Equity interests
Other financial assets
Loans
Other financial assets
TOTAL NON-CURRENT ASSETS
Advances and deposits paid on orders

—

—

—

—

—

—

2,377,788.1—

2,377,788.1

1,800,529.4

3.1.2

665,747.2—

665,747.2

665,747.2

142,120.8—

142,120.8

120,229.0

3.1.1

1,562,301.9—

1,562,301.9

1,006,907.1

3.1

Trade receivables and related accounts
Other receivables

7,618.2
2,377,788.1
4.8
0.8

—

7,618.2

7,646.1

0.0

2,377,788.1
4.8
0.8
336,648.7

1,800,529.4——
114,784.2

24,251.2

31,493.1—

27.3

336,648.7

Investments

24,251.2—

Financial instruments
Cash and equivalents
TOTAL CURRENT ASSETS
Prepaid expenses

—

—

12.1
360,917.6
101.3

12.1

5,357.4

360,917.6
101.3

151,662.0
94.4

9,379.1
4,412.7
2,752,598.8

9,379.1
4,412.7
2,752,598.8

5,096.4
4,973.9
1,962,356.0

3.3.1
3.3.2

413,337.4
132,764.8

413,337.4
133,920.0
29,096.1
184,520.1
143,390.4—

3.3

36,265.6
156,900.4
254,637.5—
993,905.8

3.2

Charges to be spread over several periods
Premiums on the redemption of debentures
TOTAL ASSETS

0.0

LIABILITIESShare capital
Additional paid-in capital
Legal reserve
Retained earnings
Net profit (loss) for the period
Regulated provisions
EQUITY
Provisions for liabilities
Provisions for charges
PROVISIONS FOR LIABILITIES AND CHARGES
Borrowings and similar liabilities
Prepayments received on orders in progress
Trade payables and related accounts
Tax and social security liabilities
Other liabilities
LIABILITIES
Unrealised foreign exchange gains
Deferred income
TOTAL LIABILITIES

3.4

3.5

—

904,264.0
195.1

13,342.3
13,342.3
1,730,392.5—

15,579.1
15,774.2
1,029,022.7—

2,085.6
6,290.9
6,581.7
1,745,350.7——
2,752,598.8

2,054.3
3,645.8
7,567.7
1,042,290.5
27.3—
1,962,356.0

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Statement of income(In thousands of euros)
Net revenue
Write-back of depreciation and provisions - Operating charges transferts
Other income

Notes
4.1

Total operating income
Other purchases and external charges
Taxes and similar duties
Wages and salaries
Payroll taxes
Depreciation, amortisation and provisions
Other expenses
Total operating expenses
Operating profit
Income from other securities and receivables
Other interest payable and similar income

4.2

Write-back of depreciation and provisions
Positive translation adjustment
Total financial income
Depreciation, amortisation and provisions for financial items
Other interest payable and similar income
Negative translation adjustment
Total financial expenses
Financial result
Recurring profit before tax
Total non-recurring income
Total non-recurring expenses
Non-recurring profit/(loss)
Corporate tax (tax consolidation gains)
Total income
Total expenses
Net profit (loss) for the period

402

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

4.3

4.4
4.5

Year ended 31 December
2023
2022
41,126.3
4,469.6
5,990.5
0.7
47,117.5
4,469.6
57,013.2(61.8)
5,748.7
1,965.8
1,707.7

12,237.5
1,911.8
6,448.2
1,376.4
756.8

513.3
66,886.9(19,769.4)

542.7
23,273.5(18,803.9)

250,005.6
45,373.7

139,504.6
19,157.7—

1,352.6

32.7
295,412.0

1.3
160,016.2

561.2
37,886.8
118.1
38,566.1
256,845.9
237,076.5

561.2
17,605.3
22.7
18,189.2
141,827.1
123,023.2

11,232.2
11,049.6
182.6

9,659.9
8,395.9
1,264.0

17,378.4
360,090.5
105,453.0
254,637.5

19,103.2
193,248.9
49,858.5
143,390.4

6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Contents
NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

Note 1 – Highlights of the financial year

403

Note 2 – Accounting principles and valuation methods

405

Note 3 – Notes to the balance sheet

407

Note 4 – Notes to the statement of income

412

Note 5 – Off-balance sheet commitments

413

Note 6 – Other information

414

Note 7 – Events after the closing date414

At 31 December 2023, the Company’s name is “Verallia” (hereinafter the “Company”) and has been since 20 June 2019.
The Company operates a holding activity.
The Company is incorporated for a period of 99 years starting from its registration on 23 June 2015, unless it is dissolved earlyor extended on the joint decision of its shareholders in accordance with the law and articles of association.
The financial year begins on 1 January and ends on 31 December of each year.
The Company’s 2023 annual financial statements were approved by the Board of Directors on 14 February 2024.
The notes below form an integral part of the annual financial statements.

Note 1 – Highlights of the financial year
Repurchase, cancellation and allocation of shares
During the course of 2023, the Company:lset up a new performance share allocation plan, the “2023-2025 Plan”. At 31 December 2023, the number of ordinary
shares under this new plan was 297,000;lallocated 251,893 treasury shares at a unit price of €28.75 to Group employees in March 2022 under the 2021-2022
performance share allocation plan.

The following transactions went ahead on 22 June 2023:
la capital increase of a total nominal amount of €2,066.7 thousand by issuing a total of 611,445 new ordinary shares in the
Company with a nominal value of €3.38 each; the capital increase (share premium included) thus amounted to€18,618.5 thousand;lthe cancellation of 611,445 treasury shares with a nominal value of €3.38 each. The difference between the repurchasevalue of the cancelled shares and their nominal value constituted a share premium of €17,707.1 thousand counting
towards the “Share premium” account.

On completion of these transactions, the share capital amounted to €413,337,438.54 and consisted of 122,289,183 ordinary
shares with a nominal value of €3.38 each.
Under the share repurchase programme set up on 7 December 2022 and completed in November 2023, the Company
repurchased a total of 1,484,080 shares valued at €50,000 thousand over the duration of the programme. Share repurchases
in 2023 totalled 1,217,080 shares valued at €41,666 thousand.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Debt financing
Sustainability-linked bond issuanceAt 31 December 2023, the Group had two sustainability-linked bonds which it had issued in 2021 in accordance with the
Sustainability-Linked Bond Principles of the International Capital Markets Association: one of a total amount of €500 million
with a 7-year maturity (maturing on 14 May 2028) and a coupon of 1.625% per annum, and the other of a total amount of€500 million with a 10-year maturity (maturing on 10 November 2031) and a coupon of 1.875% per annum.
The interest rate may be revised upwards starting from the first interest period following 31 December 2025 and until
maturity, depending on the achievement of two sustainability performance targets:la reduction in Verallia’s annual CO2 emissions (Scopes 1 and 2) to 2,625 kt CO2 by 2025 (corresponding to a 15%
decrease from its 2019 baseline); andlan increase in the percentage of external cullet used in its production operations to 59% by 2025 (implying a 10-point
increase from 2019).

Failure to meet either of these targets would raise the coupon by 12.5 basis points for the first bond issuance in May 2021
and by 10 basis points for the second bond issuance in November 2021.

Syndicated facility
In April 2023, Verallia arranged a €1.1 billion syndicated facility in the form of:la €550 million term loan andla €550 million revolving credit facility (RCF) which remained undrawn at 31 December 2023,

in order to refinance in advance its €1 billion syndicated facility which was signed in 2019 by its wholly owned subsidiary
Verallia Packaging and scheduled to mature in 2024.
At 31 December 2023, Verallia therefore had a €550 million term loan and a €550 million revolving credit facility (RCF) which
remained undrawn.
The new term loan has a four-year maturity with a one-year extension option, while the new RCF has a five-year maturity
with two one-year extension options.
The applicable margin on the term loan was initially set at Euribor + 150 basis points with an upward or downward
adjustment (margin ratchet) mechanism. The term loan is currently indexed to the 3M Euribor rate.
The terms and conditions applied to these facilities are linked to CSR indicators. These indicators can impact the margins applied
upwards or downwards (±1.⅔ bp per indicator) and are linked to the following three objectives: a reduction in the Group’s Scope
1 & 2 CO2 emissions, optimisation of water consumption in Verallia Group plants, and the promotion of diversity and inclusion.

Negotiable European Commercial Paper (NEU CP)
In September 2023, the Verallia Group transferred its short-term financing programme of Negotiable European Commercial
Paper (NEU CP) to Verallia, to replace the existing programme held by its wholly owned subsidiary Verallia Packaging.
The NEU CP programme was increased to a maximum principal amount of €500 million versus €400 million previously. The
former programme of Verallia Packaging will be turned-off as from the first issuances made by Verallia and will progressively
be switched off until its outstanding issuances reached maturity. The new programme will not be rated as the shares andbonds issued by Verallia SA are admitted to trading on the regulated market of Euronext Paris.
At 31 December 2023, outstanding issues amounted to €157.0 million.

Instalment loan from Bpifrance, a Verallia shareholder (related party agreement)
In December 2021, the Company entered into an instalment loan agreement for a total principal amount of €30.0 million
with Bpifrance. The loan has been fully drawn; it carries interest at a fixed annual rate of 0.40% and has a 3-year maturity.
The amount outstanding at end-December 2023 was €12.5 million.

Dividend payout
The Company’s Combined General Shareholders’ Meeting of 25 April 2023 voted to pay a cash dividend per share of €1.40.
The dividends were paid on 10 May 2023 and amounted to a total of €163,840.6 thousand.

404

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

6

Note 2 – Accounting principles and valuation methods
2.1. Accounting principles
The financial statements were prepared according to the General Chart of Accounts in compliance with Regulation ANC
No. 2014-03, the provisions set out in French law and generally accepted accounting principles applied in France.
General accounting conventions were applied, with the principle of prudence being observed based on the following coreassumptions:lthat the business is a going concern;lthat accounting policies are consistent from one accounting period to the next;lthat there is a clear cut-off between accounting periods;

and in accordance with the general rules for preparing and presenting annual financial statements.
The basic method used to evaluate accounting items is the historical cost method.

2.2.

Main methods used

2.2.1. Financial assets
Equity interests
Equity interests are initially recognised at acquisition cost or transfer value, excluding ancillary expenses.
Periodically, such as at the end of each financial year, securities are compared with their value in use corresponding towhat the entity would be prepared to pay out to obtain the equity interest if it were to acquire it at that time.
Estimates of value in use factor in various criteria including the Company’s share of equity, the share of consolidated net
carrying value and future discounted cash flows based on business plans (or projected long-term budgets), excluding
financial expenses but after tax.
An impairment charge is recognised when the value in use of the securities is below their net carrying value. Unrealised
capital gains are not recognised. However, any impairment charges recognised are adjusted.

Other long-term investments
Other long-term investments include the treasury shares held by Verallia:– treasury shares held by the company for cancellation. They are recognised at their acquisition value and are notsubject to impairment;– unallocated treasury shares. They are recognised by applying the FIFO (first-in / first-out) method and are subject toimpairment if the average share price for the last month of the financial year is below the carrying value.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

2.2.2. Translation of receivables and payables denominated in foreign currencies
Payables and receivables not under any currency risk hedging arrangement appear in the balance sheet at theircountervalue based on the year-end exchange rate.
The Company applies Regulation ANC No. 2015-05 relating to futures and hedging operations and applicable to financial
years starting from 1 January 2017.

2.2.3. Cash and cash equivalents and bank loans and overdrafts
Cash and cash equivalents comprise securities immediately convertible into cash at their nominal value.

2.2.4. Marketable securities and negotiable debt securities
Treasury shares
Shares purchased to cover the Group’s future employee share ownership programmes and performance share allocationplans are recorded as marketable securities.
At the closing date, an impairment test is performed only on treasury shares intended for allocation to employees and notallocated to a specific plan.
An impairment loss is recognised if the inventory value (average share price for the last month of the financial year) is below
the carrying value.
Other shares
Shares are recorded at acquisition cost. An impairment loss is recognised if the share price at the end of the financial year is
below the carrying value.

2.2.5.

Provisions for liabilities and charges

Provisions for liabilities and charges (excluding retirement benefits and long-service awards)
A provision is recognised when the Company has an obligation (legal or implicit) towards a third party resulting from past
events that can be reliably estimated and that will probably lead to an outflow of resources.
A provision for liabilities and charges is recorded under the performance share allocation plans benefiting the Group’s
employees. This provision is calculated based on the likely number of shares that will be awarded to beneficiaries and theentry cost of the shares on the date they are allocated to the performance share allocation plan or the likely repurchasecost measured on the closing date.

Retirement benefits and long-service awards
Retirement benefits are presented as off-balance sheet commitments.
Actuarial estimates of benefits granted are made using the projected unit credit method based on final salaries andpension rights established on the valuation date.
Long-service awards are provisioned in the financial statements.

2.2.6. Tax consolidation
Since 1 July 2015, the Company has been the parent company of a tax group. Since 1 January 2019, this group has
consisted of Verallia SA, Verallia Packaging, Verallia France, Everglass, Etablissements René Salomon, Saga Décor andSociété Charentaise de Décor;On 1 January 2023, Thierry Bergeon Embouteillage was incorporated into this tax group.
The consolidation convention applies the principle of tax neutrality for consolidated subsidiaries. In their relations with theconsolidating parent company, subsidiaries pay their taxes as if they were taxed individually.

406

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

6

Note 3 – Notes to the balance sheet
3.1.

Fixed assets

3.1.1. Table of changes in fixed assets
In thousands of euros
GROSS AMOUNT

31 December
2023

January 1st, 2023

Increases

Decreases

—
—

—
—

—
—

665,747.2
120,229.0
1,006,907.1
7,646.1
1,800,529.4
1,800,529.4—
41,665.6
562,301.9
53,898.4
657,865.9
657,865.9—
19,773.7
6,907.1
53,926.3
80,607.1
80,607.1——
665,747.2
142,120.9
1,562,301.9
7,618.2
2,377,788.2
2,377,788.2

Intangible assets (I)

—

—

—

—

Property, plant and equipment (II)

—

—

—

—

- Equity interests- Other long term securities

—

—

—

—

Intangible assets (I)Property, plant and equipment (II)- Equity interests- Other long term securities- Loans- Other financial assets
Financial assets (III)NON-CURRENT ASSETS (I+II+III)

Notes

A
B
C
D

DEPRECIATION / AMORTIZATION

—

—

—

- Loans

—

—

—

—
—

- Other financial assets
Financial assets (III)
DEPRECIATION / AMORTIZATION (I+II+III)
NET VALUE

—

—

—

—

—
0.0
1,800,529.4

—
0.0

—
0.0

—
0.0
2,377,788.2

B

A. At 31 December 2023, equity interests recognised consisted of the shares in Verallia Packaging.
B. Other long-term investments comprised:– 872,435 treasury shares bought back under the share repurchase programme set up on 7 December 2022. The
Company repurchased a total of 1,484,080 shares, of which 267,000 shares in 2022 and 1,217,080 in 2023. As part of thecapital reduction, 611,445 shares were cancelled on June 22, 2023 (see Note 1) ;– 3,668,675 treasury shares bought back on 5 November 2021.
At 31 December 2023, the average share price for the last month of the financial year was above the carrying value, so no
impairment provision for shares was recognised.
The net carrying value of these shares at 31 December 2023 was €142,120.8 thousand.
C. Loans consisted of:– a €500,000.0 thousand loan to the Company’s wholly owned subsidiary Verallia Packaging, arranged on 14 May 2021;
the loan carries interest at a fixed annual rate of 1.715% and has a 7-year maturity;– a €500,000.0 thousand loan to the Company’s wholly owned subsidiary Verallia Packaging, arranged on 10 November
2021; the loan carries interest at a fixed annual rate of 2.045% and has a 10-year maturity;
Both loans include a mechanism whereby the applicable interest rate can be revised upwards, based on the coupon
ratchet mechanism referred to in the documentation relating to the two bond issues mentioned above;– a €550,000.0 thousand loan to the Company’s wholly owned subsidiary Verallia Packaging, arranged on 20 April 2023;
the loan carries interest at a floating 3M Euribor rate + 1.63% and has a 4-year maturity, with a one-year extension
optionThe loan includes a mechanism whereby the applicable interest rate can be revised upwards or downwards, based on the
coupon ratchet mechanism referred to in the documentation relating to the arrangement of the term loan mentioned
above.
– accrued interest on these loans in the amount of €11,872.3 thousand at 31 December 2023.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

D. . Other fixed assets consisted of:– net merger losses in the amount of €4,292.0 thousand in connection with the merger-acquisition of the Company’s
subsidiary Horizon Holdings I on 7 October 2019;– a liquidity agreement which was signed with Rothschild Martin Maurel on 20 December 2019 and took effect on 6
January 2020 before being amended on 9 November 2020 (Note 3.3.3); it includes the resources made available toRothschild Martin Maurel, i.e. a balance of €3,326.2 thousand at 31 December 2023, as well as treasury shares.
Transactions during the period were as follows:– cumulative purchases of 1,497,625 shares made under the liquidity agreement for a total amount of €53,898.4
thousand;– cumulative sales of 1,497,625 shares for a total amount of €53,926.3 thousand:At 31 December 2023, Verallia SA did not own any treasury shares under the liquidity agreement and no impairment
provisions were recognised.

3.1.2. Table of subsidiaries and equity interests

Subsidiaries and equity interests

Grossvalue ofsharesheldNetvalue ofsharesheld

Loans andGuarantees
Net Profit(loss)
Dividends
advancesandrevenuefor thereceived by
granted by endorsements for the last
last the Company
thegiven by thefinancial financial
during theCompany
Companyyear
year financial year

Detailed information- Subsidiaries (capital ownership >50%)
Verallia Packaging
665,747.2 665,747.2- Equity interests (capital ownership 10% to 50%)——

41,126.3

254,637.5

250,005.6

The Verallia Packaging subsidiary operates an active holding company activity for the Verallia Group.

3.2.

Current assets
31.12.2023

In thousands of euros
Receivables on current assets
Trade receivables and related accounts
Other receivables
State - corporate tax receivable
State - other receivables
Group - tax consolidation current accountGroup - other receivables
Total

Notes

A
B

Maturing in < 1
year—
329,216.7—
8,659.4—
320,557.3
329,216.7

Maturing in > 1
year—
7,432.0———
7,432.0
7,432.0

31.12.2022
Total—
336,648.7
0.0
8,659.4—
327,989.3
336,648.7

Total—
114,784.2
2,109.0
1,531.6—
111,143.6
114,784.2

A. Other receivables (State) corresponded to VAT credits totalling €8,659.4 thousand versus €1,531.6 thousand at 31
December 2022.
Other receivables (Group) amounting to €327,989.3 thousand consisted mainly of:– the current account forming part of the centralised cash management arrangement with Verallia Packaging in theamount of €306,975.4 thousand;– the reinvoicing of management fees to subsidiaries in the amount of €9,506.7 thousand;– the reinvoicing to subsidiaries of shares delivered to their employees under the 2021-2022 performance shareallocation plan in the amount of €714.8 thousand.
– accrued receivables in the amount of €10,792.4 thousand relating to the allocation of shares under the 2021-2023,
2022-2024 and 2023-2025 performance share allocation plans.
At 31 December 2023, no impairment provisions were recognised for receivables.

408

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Marketable securities and cash and cash equivalents
In thousands of euros
Investments and Cash and equivalents
Treasury shares pending allocation to employees
INVESTMENTS
Treasury - Current accounts
CASH AND EQUIVALENTS
TOTAL

Notes
A

31/12/2023
24,251.2
24,251.2
12.1
12.1
24,263.3

B

31/12/2022
31,493.1
31,493.1
5,357.4
5,357.4
36,850.5

A. Marketable securities comprise treasury shares held for the purposes of performance share allocation plans. In March
2023, the Company allocated 251,893 shares to Group employees under the 2021-2022 performance share allocation
plan.
The balance of marketable securities at 31 December 2023 was €24,251.2 thousand, corresponding to 843,520 shares.
At 31 December 2023, no impairment provisions were recognised.
B. At 31 December 2023, the balance held in cash current accounts was €12.1 thousand.

Expenses allocated over several years
In thousands of euros

Charges to be spread over several periods
Cost of loan issues SLB May 2021
Cost of loan issues SLB November 2021
Frais d'émission - Emprunt RCF Avril 2023
Frais d'émission - Emprunt TLB Avril 2023
TOTAL

31/12/2023

Gross amount
3,231.8
2,956.7
2,995.2
2,995.2
12,178.9

Amortisation
beginning of
year
754.5
337.6
0.0
0.0
1,092.1

Amortisation of
year
461.3
295.5
424.6
526.3
1,707.7

Net value
2,016.0
2,323.6
2,570.6
2,468.9
9,379.1

Expenses to be allocated consisted of:– bond issuance costs under the financing arrangements made in May 2021 and November 2021;– issuance costs for the new borrowings contracted in April 2023 (cf. Note 1): Term Loan B and the Revolving Credit
Facility (RCF).
The Company has decided to apportion these costs over the duration of the bank financing arrangements.
At 31 December 2023, the amount remaining to be amortised was €9,379.1 thousand

Bond issuance premium
In thousands of euros

Issuance premiums
Issuance premiums - SLB November 2021
TOTAL

31/12/2023

Gross amount
5,615.0
5,615.0

Amortisation
beginning of
year
641.1
641.1

Amortisation of
year
561.2
561.2

Net value
4,412.7
4,412.7

The premium is apportioned over the duration of the bond based on the preferred method provided for ANC regulation n°
2014-03, and has so a corresponding amortisation charge of €561.2 thousand was recognised in financial year 2023,
bringing the net carrying value of premiums to €4,412.7 thousand at 31 December 2023.

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6

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

3.3.

EquityThe Company’s annual individual financial statements

3.3.1. Composition of the share capital(in €)
31 December 2022
Capital Increase / Issue of ordinary share (22 June 2023)
Capital Decrease / Cancellation of treasury shares (22 June 2023)

Number ofshares122,289,183
611,445(611,445)

Face value
3.38
3.38
3.38

Share capital
413,337,439
2,066,684(2,066,684)

31 December 2023

122,289,183

3.38

413,337,439

At 31 December 2023, the share capital amounted to €413,337.4 thousand and consisted of 122,289,183 ordinary shareswith a nominal value of €3.38 each.

Capital increase reserved for members of the Group Savings Plan
A capital increase of a nominal amount of €2,066,684.10 was carried out on 22 June 2023 by issuing 611,445 ordinary shareswith a nominal value of €3.38 each; the capital increase (share premium included) thus amounted to €18,618,500.25 intotal.

Capital reduction by way of a cancellation of treasury shares
Concurrently, on 22 June 2023, a capital reduction was carried out by cancelling 611,445 treasury shares of a nominal valueof €3.38 each acquired under the share repurchase programme. The share capital was thus reduced by a total amount of€2,066.7 thousand.
The difference between the repurchase value of the cancelled shares and their nominal value constituted a share premiumof €17,707.1 thousand counting towards the “Share premium” account.

3.3.2. Change in equity
In thousands of euros
31 December 2022
Capital increase / Increase in nominal value (22 June 2023)
Capital decrease / Cancellation of treasury shares (22 June 2023)
Income Approbation (25 April 2023)
Net profit (loss) for the period
31 December 2023

Share capital
413,337.4
2,066.7(2,066.7)——
413,337.4

Premiums
133,920.0
16,551.8(17,707.1)——
132,764.7

Profit (loss)& Other
357,006.6—(163,840.6)
254,637.5
447,803.5

Equity904,264.1
18,618.5(19,773.8)(163,840.6)
254,637.5
993,905.8

Details about changes in the share capital appear in Section 3.3.1.

3.3.3

Liquidity agreement

On 20 December 2019, the Company signed an AMAFI liquidity agreement with Rothschild Martin Maurel for market-making
purposes with respect to its own shares on the regulated market of Euronext Paris. This liquidity agreement took effect on 6
January 2020 for an initial term of 12 months, renewable by tacit agreement for successive 12-month periods.
Implementation of the agreement involved €2,500,000 being credited to the liquidity account.
An amendment to the liquidity agreement was signed on 9 November 2020 to increase the amount allocated to theliquidity account to €3,400,000 (Note 3.1.1).
The Company purchased 1,497,625 shares and sold 1,497,625 shares under the liquidity agreement over the course of 2023.

410

VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

3.4

6

Provisions for liabilities and charges

The provision for charges amounted to €13,342.3 thousand at 31 December 2023 and consisted mainly of provisions for
performance share allocation plans in the amount of €13,341.8 thousand.
The provision for tax risk in the amount of €195.1 thousand was fully reversed in 2023.

3.5

Liabilities

In thousands of euros
Liabilities
Borrowings and similar liabilities
Trade payables and related accounts
Tax and social security liabilities
Other liabilities
Total

31.12.2023
Notes
A
B
C
D

Borrowings reimbursed over the year
Borrowings reimbursed over the year

Maturity
0 to 1 year

Maturity
1 to 5 years

180,392.5
2,085.6
6,290.9
6,581.7
195,350.7

1,050,000.0———
1,050,000.0

Maturity> 5 years
500,000.0———
500,000.0

31.12.2022
Total
1,730,392.5

Total
1,029,022.7

2,085.6
6,290.9
6,581.7
1,745,350.7

2,054.3
3,645.8
7,567.7
1,042,290.5

742,000.0
45,000.0

A. Borrowings and similar liabilities comprised:– sustainability-linked bonds issued in May 2021 in the amount of €500,000.0 thousand (cf. Note 1);– sustainability-linked bonds issued in November 2021 in the amount of €500,000.0 thousand (cf. Note 1);– the term loan arranged in April 2023 in the amount of €550,000.0 thousand (see note on “Highlights of the financialyear”);– the Bpifrance loan contracted in December 2021 in the amount of €30,000.0 thousand (see note on “Highlights of thefinancial year”). A total amount of €10,000.0 thousand was reimbursed over the course of the financial year. The
amount outstanding at end-December 2023 was €12,500.0 thousand;– paper issued under the short-term financing programme of Negotiable European Commercial Paper (NEU CP)
transferred from Verallia Packaging to Verallia on 28 September 2023 (see note on “Highlights of the financial year”).
The amount outstanding at end-December 2023 was €157,000.0 thousand;– accrued interest on these borrowings in the amount of €10,892.5 thousand at 31 December 2023.
B. At 31 December 2023, trade payables and related accounts amounted to a total of €2,085.6 thousand, of which€1,293.3 thousand of provisions for miscellaneous fees and external services.
C. At 31 December 2023, tax and social security liabilities totalled €6,290.9 thousand; they mainly consisted of liabilities
relating to Company employees and corporate officers in the amount of €3,387.9 thousand, corporate tax of €2,373.6
thousand and other tax liabilities in the amount of €529.4 thousand.
D. Other liabilities of a total amount of €6,581.7 thousand comprised intragroup liabilities, of which:– current accounts for management fees and services reinvoiced to Verallia Packaging and subsidiaries in the amountof €5,449.7 thousand;the tax consolidation current account in the amount of €1,132.0 thousand (see Section 2.2.6).

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Note 4 – Notes to the statement of income
4.1

Revenue

Revenue came to €41,126.3 thousand in 2023 versus €4,469.6 thousand in 2022.
The reinvoicing of management fees to all subsidiaries has been centralised with the Company since January 2023.
The Company’s revenue growth between 2022 and 2023 was mostly attributable to said reinvoicing.

4.2

Operating profit/(loss)

The operating result came to €(19,769.4) thousand in 2023 versus €(18,803.9) thousand in 2022.
It consisted mainly of the following:l

the reinvoicing of management fees to subsidiaries in the amount of €41,082.4 thousand in 2023;l

the reinvoicing of services by Verallia Packaging in the amount of €(42,929.0) thousand in 2023;

lbank fees and commissions relating to the arrangement of loans, syndicated facilities (Term Loan B) and the revolving
credit facility (RCF) in the total amount of €(7,233.4) thousand;ladjustment of the tax expense relating to the VAT coefficient applied in 2023 to 2022, representing a gain of €838.7
thousand;lthe incorporation of expenses relating to performance share allocation plans (2021-2022, 2021-2023, 2022-2024 and2023-2025) in the amount of €(2,151.2) thousand;lthe amortisation of acquisition costs relating to the various debt financing arrangements made in the amount of€(1,707.7) thousand.

4.3 Financial income/(expense)
The financial result came to €256,845.9 thousand in 2023 versus €141,827.0 thousand in 2022.
It consisted of the following:lfinancial income of €295,412.0 thousand in 2023, including €250,005.6 thousand from the dividend payments received
from the Verallia Packaging subsidiary;linterest income on sustainability-linked bonds in the amount of €18,781.1 thousand, interest on the Term Loan in theamount of €19,756.0 thousand, and interest on the current account (cash management centralised with Verallia
Packaging) in the amount of €5,386.4 thousand;lfinancial expenses of €38,566.0 thousand in 2023 versus €18,189.1 thousand in 2022. The increase due to interest expenses
on new loans in the amount of €20,338.3 thousand (TLB Term Loan and NEU CP).

4.4 Non-recurring profit/(loss)
The non-recurring result came to €182.6 thousand in 2023 versus €1,264.0 thousand in 2022. The change was mostly the resultof non-recurring expenses in the amount of €11,049.6 thousand related to performance share allocation plans for Group
employees and set against non-recurring income related to reinvoicing in the amount of €11,232.2 thousand as these
expenses will be reinvoiced to the subsidiaries concerned.

4.5 Taxes
At 31 December 2023, Verallia SA recognised a net corporate tax gain of €17,378.4 thousand under the French tax
consolidation regime, of which a research tax credit of €1,061.7 thousand.
In the absence of any tax consolidation, the Company would have recognised tax in the amount of €78.2 thousand.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

6

Note 5 – Off-balance sheet commitments
5.1.

Pensions

The Company’s commitments relating to retirement benefits are not provisioned.
These commitments totalled €1 thousand at 31 December 2023 versus €16.0 thousand in 2022.

5.2.

Other commitments

5.2.1. Commitments given
As part of the refinancing of the senior facilities agreement arranged by Verallia Packaging in 2019 (the “2019 Facilities
Agreement”) (see note on “Highlights of the financial year”), the guarantee granted by the Company and by the Group’s
other companies adhering to the 2019 Facilities Agreement (i.e. Verallia France, Verallia Italia, Verallia Brasil, Verallia Spain,
Verallia Portugal and Verallia Deutschland) for the payment and repayment obligations of Verallia Packaging and of theGroup’s other companies that had adhered to the 2019 Facilities Agreement, for a maximum principal amount of €2.0
billion (plus interest, fees and commissions) and within the legal and contractual limits set out in the 2019 Facilities
Agreement, was lifted in full.

5.2.2. Commitments received
The sustainability-linked bonds issued in 2021 were under a joint and several guarantee provided by Verallia Packaging on
Verallia’s liabilities in respect of these bonds. The prospectuses also included the possibility of lifting the guarantee, forinstance if the syndicated facility signed on 17 July 2019 was refinanced with an unsecured bank loan taken on by Verallia.
The guarantee was therefore lifted after the syndicated facility signed on 17 July 2019 was refinanced by way of the
facilities agreement signed by Verallia in April 2023 as described in the note on “Highlights of the financial year”.
The instalment loan contracted by Verallia from Bpifrance was under a guarantee provided by Verallia Packaging on
Verallia’s liabilities in respect of the Bpifrance loan. The loan agreement included the possibility of lifting this guarantee, forinstance if the syndicated facility signed on 17 July 2019 was refinanced with an unsecured bank loan taken on by Verallia.
The guarantee was therefore lifted after the syndicated facility signed on 17 July 2019 was refinanced by way of the
syndicated facilities agreement signed by Verallia in April 2023.
Verallia also received financial commitments in the amount of €550.0 million at 31 December 2023 related to a €550 million
revolving credit facility (RCF) arranged in April 2023 (cf. Note 1).

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
The Company’s annual individual financial statements

Note 6 – Other information
6.1.

Workforce

The Company had four employees and two corporate officers at 31 December 2023 versus three employees and two
corporate officers at 31 December 2022.

6.2.

Compensation of board members

The compensation of members of the Board of Directors (attendance fees) corresponds to the amounts recorded in thestatement of income over the period.
Attendance fees allocated to non-executive directors in respect of their terms of office at Verallia SA amounted to €455.5
thousand versus €446.6 thousand in 2022.

Note 7 – Events after the closing date
None.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Payment times and results for the last five years

6.4.

6

Payment times and five years summary

Information on payment times for suppliers and customers
In accordance with Articles L. 441-6-1, D. 441-1 and D. 441-6 of the French Commercial Code, information about payment
deadlines applicable to suppliers and customers is presented below:
Article D.441 I. -1°: Invoices received not paid
0 day
(area
(in € million)code)(A) Late payment instalments

Article D.0.I.-2°: Issued invoices not paid

Total (1day
1 to 30 31 to 60 61 to 90 Beyond
and
days
days
days 90 days more)

0 day
(area
code)

Total (1day
1 to 30 31 to 60 61 to 90 Beyond
and
days
days
days 90 days more)

Number of invoices
concerned

8

41

15

—

—

56

—

—

—

—

3

3

Total amount of
invoices concerned(including VAT)

9.2

5,219.5

607.8

—

—

5,827.3

—

—

—

—

409.7

409.7

Percentage of thetotal amount of theinvoices concerned(including VAT)

0,00%

8.60%

1.00%

0,00%

0,00%

9.60%

—

—

—

—

—

—

Percentage ofrevenue for the year(including VAT)
—
—
—
—
—
—
0,00%
0.00%
0.00%
0,00%
0.86%
(B) Invoices excluded from (A) relating to debts or receivables that are contentious or not recorded in the accounts
Total number of
invoices excluded

—

—

—

—

—

—

—

—

—

—

—

0.86%

—

Total amount of
excluded invoices(including VAT)
—
—
—
—
—
—
—
—
—
—
—
—
(C) Reference terms of payment used (contractual or legal period – Article L.41-6 or Article L.43-1 of the French Commercial Code
Payment terms used Contractual periods: cash, 30 days end of month onContractual terms: not applicableto calculate latethe 1st / 15th
payments
Legal terms: not applicable
Legal terms: 45 days

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Payment times and results for the last five years

Results for the last five years
31 December
2020

31 December
2021

31 December
2022

31 December
2023

416,662,128
123,272,819
0.00

413,337,439
122,289,183
0.00

413,337,439
122,289,183
0.00

413,337,439
122,289,183
0.00

2,469.0875.1

4,469.6

41,126.3

127,188

152,538

123,743

237,096

25,796

18,89017,645

19,103

17,37835,987

146,059

170,183

142,846

254,474

35,985

146,058

152,131

143,390

254,638—

114,177

122,737

163,841

262,922*

0.30

1.18

1.39

1.17

2.08

Income after tax, amortization and provisions
Dividend paid per share

0.30
0.85

1.18
0.95

1.24
1.05

1.17
1.40

2.08
2.15*

IV - Employees (in millions of euros)
Number of employees
Total payroll costs for the period
Employee benefits expense

2
252
93

3
1,918
339

3
4,500
1,634

3
3,277
1,083

4
4,085
1,478

Description

31 December
2019

Capital at year end
Share capital (en euros)
400,171,524
Number of ordinary shares oustanding
118,393,942
Number of convertibles bonds outstanding
0.00
II - Operations and earning (in millions of euros)
Revenues before sales tax
0.00
Income before income tax, amortization and
10,191provisions
Income tax
Income after income tax but before
amortization and provisions
Income after income tax, amortization andprovisions
Net income distributed
III - Earnings per share (in euros)
Income after tax but before depreciation,amortization and provisions*Subject to approval by the Company’s General Shareholders’ Meeting scheduled for 26 April 2024.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the parent company financial statements for the year ended 31 December 2023

66.5. Statutory Auditors’ report on the parent
company financial statements for the year
ended 31 December 2023
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in Frenchand it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information
about the appointment of the statutory auditors or verification of the management report and other documents provided
to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
To the General Annual Meeting,OpinionIn compliance with the engagement entrusted to us by your General Shareholders' Meeting, and by the decision of the sole
shareholder,, we have audited the accompanying financial statements of Verallia SA for the year ended 31 December
2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of
the Company at 31 December 2023 and of the results of its operations for the year then ended in accordance with Frenchaccounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to
the audit of the financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial
Code (Code de commerce) and the French Code of Ethics (Code de déontologie)
for Statutory Auditors for the period from 1 January 2023 to the date of our report, and, in particular, we did not provide any
non-audit services prohibited by article 5(1) of Regulation (EU) No. 537/2014.

Justification of assessments – Key audit matters
In accordance with the requirements of articles L.821-53 and R.821-180 of the French Commercial Code relating to thejustification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in
our professional judgement, were the most significant in our audit of the financial statements, as well as how we addressed
those risks.
These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to theopinion we formed as expressed above. We do not provide a separate opinion on specific items of the financial
statements.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the parent company financial statements for the year ended 31 December 2023

Measurement of investments in subsidiaries
Description of risk
Investments in subsidiaries are initially recognised at cost or at their value in use.
A provision for impairment is recognised when the value in use of the securities is less than their net carrying amount. The
estimate of value in use takes into account various criteria, including the Company’s share of equity, consolidated net
assets and discounted future cash flows on the basis of business plans (or long-term forecast budgets) excluding interest
and after tax, as described in Note 2.2.1. “Financial assets” to the financial statements in the section entitled “Investments”.
At 31 December 2023, they comprise shares in Verallia Packaging, which are recorded in the balance sheet for an amountof €666 million, i.e., 24% of total assets.
The valuation of these investments in subsidiaries, which requires management to exercise its judgement in selecting theitems to be considered and the assumptions used, is sensitive to the economic environment and the uncertainty inherent inevaluating future prospects and is a determining factor in assessing Verallia’s financial position, assets and liabilities.
We therefore deemed the measurement of investments in subsidiaries to be a key audit matter.

How our audit addressed this risk
On the basis of the information provided to us, we verified that the estimated value of these investments in subsidiaries
determined by management were based on an appropriate measurement method and underlying data.
Our work consisted primarily in verifying that management's estimate of value in use
was based on:(a) enterprise values determined on the basis of the same assumptions as those used for the impairment tests carried out by
the Group within the scope of the operations of the subsidiary Verallia Packaging and the subsidiaries that it holds
directly or indirectly, ly, and(b) consolidated net debt within this scope.
We have assessed the appropriateness of the approach used by management to assess the value in use of Verallia
Packaging shares.
We also ensured that the value in use was consistent with the Group’s stock market capitalisation.
Lastly, we examined the appropriateness of the disclosures in the notes to the financial statements.

Specific verifications
In accordance with professional standards applicable in France, we have also performed the specific verifications required
by French legal and regulatory provisions.

Information given in the management report and in the other documents provided tothe shareholders with respect to the Company’s financial position and the financial
statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of theinformation given in the Board of Directors’ management report and in the other documents provided to the shareholders
with respect to the Company’s financial position and the financial statements.
We attest to the fair presentation and the consistency with the financial statements of the information about payment terms
referred to in article D.441-6 of the French Commercial Code.

Report on corporate governance
We attest that the Board of Directors’ report on corporate governance sets out the information required by articles
L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of article L.22-10-9 of the French Commercial Coderelating to remuneration and benefits paid or awarded to corporate officers and any other commitments made in theirfavour, we have verified its consistency with the financial statements or with the underlying information used to prepare
these financial statements, and, where applicable, with the information obtained by the Company from controlled
companies within its scope of consolidation. Based on this work, we attest to the accuracy and fair presentation of thisinformation.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the parent company financial statements for the year ended 31 December 2023

6

Concerning the information given in accordance with the requirements of article L.22-10-11 of the French Commercial
Code relating to those items the Company has deemed liable to have an impact in the event of a takeover bid or
exchange offer, we have verified its consistency with the underlying documents that were disclosed to us. Based on thiswork, we have no matters to report with regard to this information.

Other information
In accordance with French law, we have verified that the required information concerning the identity of shareholders andholders of the voting rights has been properly disclosed in the management report.

Report on other legal and regulatory requirements
Format of the presentation of the financial statements intended to be included in the annual financial
reportIn accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated
financial statements presented according to the European single electronic reporting format, we have verified that thepresentation of the financial statements to be included in the annual financial report referred to in paragraph I of article
L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chief
Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of
17 December 2018.
On the basis of our work, we conclude that the presentation of the financial statements to be included in the annual
financial report complies, in all material respects, with the European single electronic reporting format.
It is not our responsibility to ensure that the financial statements to be included by the Company in the annual financial
report filed with the AMF correspond to those on which we carried out our work.

Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Verallia SA in the Articles of Association dated 18 June 2015 forPricewaterhouseCoopers Audit and by a decision of the sole shareholder of 24 July 2019 for BM&A.
At 31 December 2023, PricewaterhouseCoopers Audit and BM&A were in the ninth and the fifth consecutive year of their
engagement, respectively, and the fifth year since the Company’s securities were admitted to trading on a regulated
market.

Responsibilities of management and those charged with governance for the financial
statements
Management is responsible for preparing financial statements giving a true and fair view in accordance with Frenchaccounting principles, and for implementing the internal control procedures it deems necessary for the preparation offinancial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern, and using the going concern basis ofaccounting, unless it expects to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control
and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial
reporting procedures.
The financial statements were approved by the Board of Directors.

Responsibilities of the Statutory Auditors relating to the audit of the financial statements
Objective and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether thefinancial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of thesefinancial statements.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
Statutory Auditors’ report on the parent company financial statements for the year ended 31 December 2023

As specified in article L.821-55 of the French Commercial Code, our audit does not include assurance on the viability or
quality of the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors
exercise professional judgement throughout the audit. They also:lidentify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design
and perform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient andappropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control;lobtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theinternal control;levaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement and the related disclosures in the notes to the financial statements;lassess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up
to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as agoing concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to draw attention
in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or are
inadequate, to issue a qualified opinion or a disclaimer of opinion;levaluate the overall presentation of the financial statements and assess whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and theaudit programme implemented, as well as the results of our audit. We also report any significant deficiencies in internal
control that we have identified regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgement, were themost significant for the audit of the financial statements and which constitute the key audit matters that we are required todescribe in this report.
We also provide the Audit Committee with the declaration provided for in article 6 of Regulation (EU) No. 537/2014,
confirming our independence within the meaning of the rules applicable in France, as defined in particular in articles
L.821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where
appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee.
Neuilly-sur-Seine and Paris, 14 February 2024
The Statutory Auditors

PricewaterhouseCoopers Audit
Nicolas Brunetaud

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BM&A
Eric Seyvos

7

INFORMATIONABOUT THE COMPANY,ITS SHARE CAPITAL AND
OWNERSHIP STRUCTURE
432

422

7.3.4. Share capital of any Group company
that is under option or the subjectof an agreement under which it will beplaced under option

7.1.3. Date of incorporation and termof the Company

422

7.3.5. Exercise of voting rights, double voting
rights, limitations on voting rights

432

7.1.4. Registered office, legal form
and governing laws422

7.3.6. Factors that may have an impact
in the event of a public offer433

7.1.5. Memorandum and articles
of association

422

7.4.

The security market

438

7.4.1. Listing venue and indices

438

7.2.

Shareholders

429

7.1.

Legal information422

7.1.1. Company name422

7.1.2. Place of registration and registration
number

7.2.1. Main shareholders429

7.2.2. Statement relating to controlof the Company

430

7.2.3. Agreements that could leadto a change of control

430

7.2.4. Changes to the Company’s sharecapital over the past three years

431

7.2.5. Employee ownership of shares

431

7.3.

432

7.4.2. Stock-market price of the Verallia shares 439
and transaction volumes
7.4.3. Policy on the disclosure of information
to shareholders
7.5.

Summary table of the Board of Directors’ 441
delegations of authority and power

7.5.1. Subscribed share capital441

7.5.2. Shares held in treasury by the Company
or for its own account

441
442

444

7.3.1. Non-equity securities432

7.5.3. Delegations and authorisations grantedby the shareholders' general meetingin respect of capital increases

7.3.2. Other securities granting accessto the Company’s share capital

432

7.6.

7.3.3. Conditions governing any acquisitionrights and/or any obligations attached
to capital subscribed for but not paidup

432

Information on the share capital

440

Subsidiaries and equity interests

7.6.1. Information on equity interests444

7.6.2. Simplified Group structure chart
as at 31 December 2023

444

7.6.3. Subsidiaries and equity interests

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7

INFORMATION ABOUT THE COMPANY, ITS SHARE CAPITAL AND OWNERSHIP STRUCTURE
Legal information

7.1. Legal information
7.1.1. Company nameAt the date of this Universal Registration Document, the Company’s legal name is “Verallia”.

7.1.2. Place of registration and registration number
The Company is registered with the Nanterre Trade and Companies Register under number 812 163 913.

7.1.3. Date of incorporation and term of the Company
The Company has been incorporated for a period of 99 years from its registration on 23 June 2015, subject to early wound up earlyor extension of its term by a collective decision of its shareholders in accordance with the law and its articles of association.
Its financial year begins on 1 January and ends on 31 December of each year.

7.1.4. Registered office, legal form and governing laws
The Company’s registered office is located at 31, Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie,
France. The telephone number of the registered office is +33 1 71 13 11 00.
At the date of this Universal Registration Document, the Company is a French public limited company (société anonyme).
The address of the Company’s website is: www.verallia.com. The information provided on the Company’s website does notform part of this Universal Registration Document.

7.1.5. Memorandum and articles of association
7.1.5.1. Object
The Company’s object, in France and other countries, is as follows:lthe purchase, subscription, holding, management, transfer or contribution of shares or other transferable securities in all
French and foreign companies;l

any provision of services and advice in the fields of human resources, information technology, management,
communication, finance, law, marketing and purchasing for its subsidiaries and holdings;lthe ownership, management and exploitation of the Company’s trademarks, patents and intellectual property rights
and those of its subsidiaries and holdings;lthe provision of any type of financial assistance as group finance company to companies within the same corporategroup as the Company;lthe granting of any surety bonds or guarantees for the benefit of any company in its group or within the normal course ofbusiness of any company in its group;land in general, any transaction, whether financial, commercial, industrial or civil, and any transactions involving movableor immovable property, directly or indirectly related to the above-mentioned objects and to any similar or connected
objects, that may directly or indirectly promote the objectives pursued by the Company, its expansion or its development
and its assets.

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VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENTINFORMATION ABOUT THE COMPANY, ITS SHARE CAPITAL AND OWNERSHIP STRUCTURE
Legal information

7

7.1.5.2. Provisions of the articles of association relating to administrative andmanagement bodies
The description below summarises the main provisions of the articles of association relating to the Board of Directors, inparticular its operation procedures and powers.

(a)

Board of Directors (Articles 15, 16 and 17 of the articles of association)

Composition
The Company will be managed by a Board of Directors with at least three members and no more than eighteen members,
subject to the exceptions permitted by law.
The Board of Directors may appoint one or more non-voting members; however, it may not have more than two non-voting
members. Non-voting members may be individuals or legal persons, but need not be shareholders. The term of office of
non-voting members shall be four years, unless they resign or the Board of Directors decides to terminate their appointment
in advance. The duties of non-voting members, including any compensation, shall be decided by the Board of Directors.
Non-voting members shall be eligible for re-election. They shall be invited to meetings of the Board of Directors and shallparticipate in discussions in an advisory capacity.

Appointment
During the Company’s term, Directors shall be appointed, re-elected or removed from office under the conditions laid
down by applicable laws and regulations and by the articles of association.

DutiesDirectors shall serve a four-year term of office. Exceptionally, in order to implement or maintain the principle of renewing theBoard of Directors on a staggered basis, they may be elected for a different term of no more than four years or have theirterm reduced to less than four years.
Directors will be eligible for re-election. They may be removed at any time by the shareholders at an ordinary general
meeting.
Directors must not be more than 75 years of age (it being specified that the number of directors who are over the age of 70
may not exceed one third of the directors in office) and shall be subject to applicable laws and regulations on holding
multiple mandates.

Identity of Directors
Directors may be natural persons or legal persons. Upon being appointed, legal persons shall appoint a permanent
representative who will be subject to the same conditions and requirements and have the same responsibilities as if he or
she were a director in his or her own right, without prejudice to the joint and several liability of the legal person he or she
represents.
The term of office of the permanent representative will be the same as that of the legal person he or she represents.
If the legal person revokes the mandate of its permanent representative, it will be required to inform the Company of such
revocation immediately by registered letter, together with the name of its new permanent representative. The same will
apply in the event of the death, resignation or prolonged incapacity of the permanent representative.

Employee-representative directors
In accordance with the provisions of Article L. 225-27-1 of the French Commercial Code, the Board of Directors shall include
an employee-representative director. This Director will be elected from the employees of the Company and its direct orindirect subsidiaries whose registered offices are in France, subject to the conditions laid down in Article L. 225-28 of theFrench Commercial Code.
If the number of members of the Board of Directors exceeds the number of directors referred to in the first paragraph of
Article L. 225-27-1-II of the French Commercial Code, and provided that this criterion is still met on the date of theappointment, a second employee-representative director will be appointed by the European Works Council.
The employee-representative directors shall be appointed for a four-year term expiring at the end of the shareholders'
general meeting which voted on the financial statements for the previous financial year, held in the year in which their termof office expires. The term of office of employee-representative directors is renewable.

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Directors representing employee shareholders
When the report presented annually by the Board of Directors at the general meeting pursuant to Article L. 225-102 of theFrench Commercial Code shows that the shares held by employees of the Company, as well as by its affiliates within themeaning of Article L. 225-180 of the French Commercial Code, represent more than 3% of the Company’s share capital, adirector shall be appointed by the shareholders at an ordinary general meeting to represent the employee shareholders, inaccordance with the procedures laid down by applicable laws and regulations and by the Company’s articles ofassociation.
The director representing the employee shareholders shall be appointed for a four-year term expiring at the end of theshareholders' general meeting which voted on the financial statements for the previous financial year, held in the year inwhich his or her term of office expires. However, the term of office shall automatically be terminated and the director
representing the employee shareholders shall be deemed to have resigned automatically in the event that he or sheceases to be an employee of the Company (or of an affiliated company within the meaning of Article L. 225-180 of theFrench Commercial Code) or a shareholder (or a member of the FCPE (employee investment fund) that holds shares in the
Company).
These provisions shall cease to apply if, at the end of a financial year, the percentage of the share capital held by theCompany’s employees, as well as by its affiliates within the meaning of Article L. 225-180 of the French Commercial Code,represents less than 3% of the share capital, it being specified that the office of any director appointed pursuant to theabove provisions shall expire at the end of its term.

Chairman of the Board of Directors
The Board of Directors shall elect one of its members as Chairman, who must be a natural person.
The Chairman shall be appointed for the length of his or her term of office as a director. He or she is eligible for re-election.

Resolutions of the Board of Directors
The Board of Directors shall carry out the duties and exercise the powers conferred on it by law, the Company’s articles ofassociation and the internal rules of the Board of Directors. The Board of Directors shall determine and monitor the
implementation of the Company’s overall business strategy. It shall examine any and all matters pertaining to the efficient
operation of the Company and make decisions about any and all issues concerning the Company, within the limits of theCompany’s corporate purpose and, except for those issues that, by law, can only be decided upon by shareholders at a
general meeting. The Board of Directors shall carry out any inspections and audits it deems necessary.
The Board of Directors shall be convened by the Chairman or by one of its members as often as the interests of theCompany so require, it being specified that the frequency and duration of meetings of the Board of Directors shall be suchas to permit a thorough examination and discussion of the matters within the Board’s remit.
The Board of Directors may deliberate validly, even without being formally convened, if all members are present or
represented.
Certain decisions of the Board of Directors may be made by written consultation of the directors, in accordance withapplicable laws and regulations.
At least half of the Board members must be present for decisions made at Board meetings to be valid. Decisions will bemade by a simple majority of the directors present or represented. In the event of a tied vote, the Chairman of the meetingshall have a casting vote.

(b)

Executive management (Article 18 of the articles of association)

Management model
The Company’s executive management shall be the responsibility either of the Chairman of the Board of Directors or ofanother individual appointed by the Board of Directors (from among its members), who shall have the title of Chief
Executive Officer.
The Board of Directors may choose between these two executive management models at any time, and at least upon the
expiration of the term of office of the Chief Executive Officer or the term of office of the Chairman of the Board of Directors,
if the Chairman is also responsible for the executive management of the Company.
Shareholders and third parties will be informed of this choice in the manner required by law.
If responsibility for the Company’s executive management is assumed by the Chairman of the Board of Directors, theprovisions that follow regarding the Chief Executive Officer shall also apply to the Chairman. He or she will then have thetitle of Chairman and Chief Executive Officer.

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Executive management
Following a proposal from the Chief Executive Officer, the Board of Directors may appoint one or more individuals to assist
the Chief Executive Officer, who will have the title of Deputy Chief Executive Officer.
The Company may not have more than two Deputy Chief Executive Officers.
Age limit – Term of office – Compensation
The Chief Executive Officer and the Deputy Chief Executive Officers may not be more than 65 years of age.
The term of office of the Chief Executive Officer or Deputy Chief Executive Officers shall be determined upon their
appointment, but may not exceed their term of office as a director, where applicable.

Removal from office
The Chief Executive Officer may be removed from office by the Board of Directors at any time. The same shall apply,
following a proposal from the Chief Executive Officer, to the Deputy Chief Executive Officers.
If the Chief Executive Officer ceases or becomes unable to carry out his or her duties, the Deputy Chief Executive Officers
will retain their duties and powers until the new Chief Executive Officer is appointed, unless otherwise decided by the Board.
The Board of Directors shall determine the compensation of the Chief Executive Officer and the Deputy Chief Executive
Officers.

Powers of the Chief Executive Officer and Deputy Chief Executive Officers
The Chief Executive Officer is fully empowered to act on behalf of the Company in any and all circumstances. The Chief
Executive Officer shall exercise those powers subject to the limits imposed by the Company's objects and subject to thepowers expressly reserved by law for shareholders' general meetings and for the Board of Directors.
He or she represents the Company in its dealings with third parties. The Company will be bound by the actions of the Chief
Executive Officer even if such actions fall outside the Company’s corporate purpose, unless the Company is able to provethat a third party knew that the action in question fell outside the Company’s corporate purpose or had constructive
knowledge thereof in view of the circumstances. The publication of the articles of association alone may not be deemed toconstitute evidence of such knowledge.
Decisions of the Board of Directors limiting the powers of the Chief Executive Officer will not be binding on third parties.
The Board of Directors shall, jointly with the Chief Executive Officer, determine the scope and duration of the powers
granted to the Deputy Chief Executive Officers. The Deputy Chief Executive Officers shall have the same powers withrespect to third parties as the Chief Executive Officer.
The Chief Executive Officer or the Deputy Chief Executive Officers may, within the limits set by applicable laws, delegate
such powers as they deem appropriate, for one or more specified purposes, to any representatives, even outside theCompany, individually or meeting as a committee or commission, with or without the right of substitution, subject to thelimitations provided for by law. Such powers may be permanent or temporary, and may or may not include the right ofsubstitution. Any authority thus delegated shall remain in full effect notwithstanding the expiration of the term of office of theperson that granted them.

7.1.5.3. Rights, privileges and restrictions attached to the shares (Articles 10, 11, 12 and
13 of the articles of association)
Fully paid-up ordinary shares will be in registered or bearer form, at the shareholder’s option, under the conditions laid down
by applicable regulations.
Each share entitles its holder to a share of the Company’s profits and net assets in proportion to the percentage of the sharecapital it represents. In addition, each share carries the right to vote and the right to be represented at general meetings, inaccordance with the law and the articles of association.
Fully paid-up registered shares that have been continuously held by the same shareholder for a minimum period of two (2)years entitle their holder to double voting rights.
Pursuant to the second paragraph of Article L. 225-123 of the French Commercial Code, in the event of a share capitalincrease through the capitalisation of reserves, profits or issue premiums, double voting rights shall be granted, on issue, toholders of the new shares granted free of charge to shareholders on the basis of his or her existing shares that carry double
voting rights.
Such double voting rights may be exercised at any general meeting.

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The double voting rights will automatically lapse when the shares are converted to bearer shares or ownership is transferred.
Shareholders shall only be responsible for losses up to the amount of their contributions.
The rights and obligations attached to shares will be transferred to the new owner in the event of a change of ownership.
Ownership of a share is deemed to imply acceptance of the articles of association and of the decisions made at general
meetings.
Whenever it is necessary to hold several shares in order to exercise a particular right, holders of single shares or of fewer
shares than the required number will have no rights against the Company, the shareholders being responsible in this case forforming a consortium representing the necessary number of shares.
The Company regards its shares as indivisible.
Co-owners of shares will be represented at general meetings by one of the co-owners or by a sole representative. In theevent of a disagreement, the representative will be appointed by a court of law at the request of the first co-owner to takeaction.
If the shares are subject to usufruit (a life interest), their book entry will mention the existence of the usufruit. Unless otherwise
agreed and notified to the Company by registered letter with acknowledgement of receipt, the voting right will belong to
the usufruitier (holder of the life interest) at ordinary general meetings and to the nu-propriétaire (remainderman) at
extraordinary general meetings.
Registered and bearer ordinary shares will be freely negotiable, unless otherwise provided by laws or regulations. Shares will
be recorded in book-entry form. The sale of shares to the Company or third parties will take place by account transfer, in
accordance with the terms defined by applicable laws and regulations.

7.1.5.4. Modifications of share capital and rights attached to the shares
Unless otherwise stated in the articles of association, changes to the rights attached to the shares will be subject to statutory
provisions.

7.1.5.5. General meetings (Article 19 of the articles of association)
Notice of meetings and place of meeting
General meetings will be convened in accordance with the conditions, forms and time frames provided for by law.
They will be held at the Company's registered office or at any other place stated in the meeting notice.

Agenda
The agenda for the meeting will be included in the meeting notice and shall be set by the person calling the meeting.
The shareholders' general meeting may only discuss matters included on the agenda. They may, however, in all
circumstances, remove one or more directors from office and replace them.
One or more shareholders, representing no less than the percentage of the share capital required by law, and acting inaccordance with the conditions and within the deadlines provided for by law, may request that draft resolutions be
included on the agenda.

Access to general meetings
All shareholders will have the right to attend general meetings and to participate in discussions, either in person or by proxy.
All shareholders may participate in general meetings, in person or by proxy, in accordance with applicable regulations,subject to providing evidence of their identity and ownership of their securities in book-entry form under the conditions laid
down in applicable laws and regulations.
If the Board of Directors authorises the use of telecommunication methods, as published in the meeting notice or theconvening notice, shareholders who participate in the general meeting by video-conference or by telecommunication
methods, including the internet, enabling them to be identified under the conditions laid down by applicable regulations,will be deemed present for the purpose of calculating the quorum and majority.
Any shareholder may vote by post or by proxy in accordance with applicable regulations using a form issued by theCompany and sent to the Company under the conditions laid down in applicable regulations, including by electronic
methods, if authorised by the Board of Directors. That form must be received by the Company in accordance withapplicable regulations for it to be taken into account.

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The minutes of general meetings will be drawn up and copies shall be certified and issued in accordance with applicableregulations.
The legal representatives of shareholders without legal capacity and natural persons representing corporate shareholders
may attend meetings, whether or not they personally are shareholders.

Attendance register, officers, minutes
An attendance register will be kept at each general meeting containing the information required by law.
General meetings will be chaired by the Chairman of the Board of Directors or, in his/her absence, by a director speciallyappointed for this purpose by the Board. Failing this, the general meeting shall elect its own chair.
The role of vote teller (scrutateur) will be carried out by the two members of the general meeting, present and accepting
this role, who have the most votes either personally or as proxies.
The meeting officers will appoint a secretary, who need not be a shareholder.
The meeting officers will have the task of verifying, certifying and signing the attendance register, ensuring that the meetingtakes place in an orderly fashion, resolving matters that arise during the meeting, monitoring the voting process, ensuringthat it is properly applied, and overseeing the drafting of the minutes.
Minutes of shareholders' general meetings and copies or extracts of such minutes are prepared, and certified copies are
made in accordance with applicable regulations.

Ordinary general meetings
Ordinary general meetings are meetings at which shareholders are asked to pass resolutions that do not have the effect ofamending the articles of association. Ordinary general meetings shall be held at least once a year, within six months ofeach financial year-end, to approve the financial statements for that financial year and the consolidated financial
statements.
They will only be deemed to be quorate when first called if the shareholders present or represented, or having voted bypost, hold at least one fifth of the shares with voting rights. No quorum is required when a meeting is convened for a second
time.
Resolutions shall be passed by a majority of the votes of the shareholders present or represented or who voted by post.

Extraordinary general meetings
Shareholders are only authorised to amend the provisions of the articles of association at extraordinary general meetings.
However, resolutions passed at extraordinary general meetings may not increase the commitments of shareholders, except
in the context of transactions resulting from a reverse share split lawfully carried out.
Extraordinary general meetings shall only be quorate if the shareholders present, represented or having voted by post holdat least one quarter of the voting shares at first call and one fifth of the voting shares at second call. If this second quorum is
not reached, the second meeting may be postponed until a later date, which must fall no more than two months after thedate on which it was originally convened.
Resolutions shall be passed by a two-thirds majority of the votes of the shareholders present, represented or having voted bypost.
However, resolutions passed at extraordinary general meetings may not under any circumstances, except by unanimous
agreement of the shareholders, increase the commitments of shareholders, nor interfere with the equality of their rights.

7.1.5.6. Provisions that delay, postpone or prevent a change of control of theCompany
The articles of association contain no provisions that delay, postpone or prevent a change of control of the Company.

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7.1.5.7. Ownership threshold disclosures and identification of shareholders (Article 14of the articles of association)
While the Company’s shares are admitted to trading on a regulated market, in addition to the ownership thresholddisclosures expressly provided for by applicable laws and regulations, any natural or legal person who directly or indirectly
holds, alone or in concert, a percentage of the share capital or voting rights (calculated in accordance with the provisionsof Articles L. 233-7 and L. 233-9 of the French Commercial Code and the provisions of the French Financial Markets
Authority’s General Regulation) equal to or greater than 1% of the share capital or voting rights, or any multiple thereof,
even if above the thresholds set by law and regulations, shall notify the Company of the total number of (i) shares andvoting rights that he or she holds, directly or indirectly, alone or in concert, (ii) securities giving access in the future to theCompany’s capital that he or she owns, directly or indirectly, alone or in concert, and the voting rights potentially attachedthereto, and (iii) existing shares in issue that such person may acquire under agreements or financial instruments referred toin Article L. 211-1 of the French Monetary and Financial Code. Such notification must be made by registered letter withacknowledgement of receipt within four trading days of the relevant threshold being breached.
The shareholder will also be required to inform the Company, within the same time frame and under the same conditions, if
his or her interest in the share capital or voting rights falls below one of the above-mentioned thresholds.
In the event of non-compliance with the threshold disclosure requirement referred to above and at the request, recorded in
the minutes of the general meeting, of one or more shareholders representing at least 3% of the Company’s share capital or
voting rights, the shares exceeding the percentage that should have been disclosed shall be deprived of voting rights for aperiod of two years following the date of disclosure.
The Company reserves the right to inform the public and shareholders either of the information disclosed to it or of the
failure of the person in question to comply with the above-mentioned requirement.

7.1.5.8. Identification of securities holders (Article 10 of the articles of association)
While the Company’s shares are admitted to trading on a regulated market, the Company is entitled to require holders of
securities conferring voting rights immediately or in the future at its shareholders’ meetings to be identified, together with thequantities of securities held, under the conditions provided for by the laws and regulations in force.
Pursuant to Article L. 228-3-3 of the French Commercial Code, where the person who is the subject of a request referred toabove does not send the information by the deadline provided for by the legislative and regulatory provisions in force orsends incomplete or erroneous information relating either to his or her status, or to the owners of the securities, or to thequantity of securities held by each of them, the shares or securities giving immediate or deferred access to the share capitaland for which this person has been registered will be deprived of voting rights for any shareholders’ meeting held until thedate on which the identification request has been fulfilled, and the payment of the corresponding dividends will be
postponed until that date.

7.1.5.9. Special clauses governing modifications of share capital
The Company’s articles of association contain no specific provisions applicable to modifications of share capital that are
more stringent than the legal provisions.

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77.2. Shareholders
7.2.1. Main shareholders
The table below provides a breakdown of the Company’s share capital and voting rights as at 31 December 2021:

Shareholders(1)

Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
Bpifrance Participations
Employees (FCPE Verallia and direct shareholding)Treasury shares
Public
Total

Total numberof shares% of sharecapital

Total number oftheoreticalvoting rights% of voting
rights32,464,406
9,189,887
4,246,179
5,517,943
70,870,768
123,272,819

26.55%
7.51%
3.47%
4.51%
30.2%
100%

45,477,896
9,189,887
27,405,390
3,957,833
37,241,813
134,277,562

24.18%
13.44%
3.16%
4.11%
55.11%
100%(1) Acting through Kaon V, a sub-fund (wholly owned by Lepton Fund Ltd, a fund managed by BW Gestão de Investimentos Ltda, (BWGI), itself owned
as to 99.955% by Brasil Warrant Administração de Bens e Empresas S.A) of Kaon Investment Fund ICAV, an Irish collective asset-management
vehicle whose investment manager is BWGI.

The table below provides a breakdown of the Company’s share capital and voting rights as at 31 December 2022:

Total numberof shares

Shareholders(1)

Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
Bpifrance Participations
Employees (FCPE Verallia and direct shareholding)Treasury shares
PublicTotal

34,192,450
9,189,887
4,640,383
5,031,208
69,235,255
122,289,183

Total number oftheoreticalvoting rights
27.96%
34,192,550
7.51%
18,051,426
3.79%
6,982,387
4.11%
5,031,208
56.63%
73,474,443
100%
137,732,014% of sharecapital% of voting
rights
24.83%
13.11%
5.07%
3.65%
53.34%
100%(1) BWSA,which is controlled by the Moreira Salles family, holds 99.965% of BW Gestão de Investimentos Ltda. (“BWGI”), which itself controls Kaon V, theinvestment vehicle which holds the Verallia shares. BWSA directly holds 1,000 Verallia shares, and BWGI also directly holds 1,000 Verallia shares.I.

The table below provides a breakdown of the Company’s share capital as at 31 December 2023 (with regard to voting
rights, a double voting right applies to fully paid-up registered shares that have been continuously held by the same
shareholder for a minimum of two years):Shareholders(1)
Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
Bpifrance Participations
Employees (FCPE Verallia and direct shareholding)Treasury shares
Public
Total

Total numberof shares
34,392,450
9,189,887
4,651,702
5,384,950
68,670,194
122,289,183% of capital
28.12 %
7,51 %
3.80 %
4.40 %
56.15 %
100 %Total number oftheoreticalvoting rights
39,521,218
18,051,426
8,540,039
5,384,950
72,472,069
143,969,702% of theoreticalvoting rights
27.45 %
12.54 %
5.93 %
3.74 %
50.34 %
100 %(1) BWSA,which is controlled by the Moreira Salles family, holds 99.965% of BW Gestão de Investimentos Ltda. (“BWGI”), which itself controls Kaon V, theinvestment vehicle which holds the Verallia shares. BWSA directly holds 1,000 Verallia shares, and BWGI also directly holds 1,000 Verallia shares.

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To the Company’s knowledge, the table below provides a breakdown of the Company’s share capital as at 15 March
2024:

Shareholders(1)
Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
Bpifrance Participations
Employees (FCPE Verallia and direct shareholding)Treasury shares
Public
Total

Total numberof shares
34,806,684
9,189,887
4,607,567
3,672,308
68,528,657
120,805,103% of capital
28.81 %
7.61 %
3.81 %
3.04 %
56.73 %
100 %Total number oftheoreticalvoting rights
39,937,652
18,379,774
8,517,408
3,672,308
72,301,509
142,808,651% of theoreticalvoting rights
27.97 %
12.87 %
5.96 %
2.57 %
50.63 %
100 %(1) BWSA,which is controlled by the Moreira Salles family, holds 99.965% of BW Gestão de Investimentos Ltda. (“BWGI”), which itself controls Kaon V, theinvestment vehicle which holds the Verallia shares. BWSA directly holds 1,000 Verallia shares, and BWGI also directly holds 1,000 Verallia shares.

7.2.1.1. Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
BWSA, a Brazilian investment company that has been operating for six decades, has successfully forged partnerships aroundthe world with leading companies in its sector, as well as its reference shareholders and founders, in a variety of sectors,
such as financial services, natural resources, agriculture, consumer products, commercial services, distribution and industry.
The shareholders controlling BWSA currently concentrate their activities in the banking and mining sectors in Brazil, and holda shareholding which gives them joint control of Alpargatas, the largest footwear manufacturer in Latin America (notably
the maker of "Havaianas" flip-flops). BWSA group investments are managed by BWGI, an independent asset managementcompany established in 2008, controlled by BWSA.

7.2.1.2. Bpifrance Participations
A subsidiary of the Caisse des Dépôts et Consignations and of the French State, Bpifrance SA provides credit and equity for
entrepreneurs and businesses from their start-up to the period after they are listed on the stock exchange. Bpifrance
Participations is a société anonyme (French public limited company) wholly owned by Bpifrance SA. Its objective is toprovide long-term support to mid-caps with potential in order to accelerate their growth, strengthen their innovation
capacity and promote their international development. The investments made by Bpifrance Participations are made on its
behalf by the management company, Bpifrance Investissement.

7.2.2. Statement relating to control of the Company
As at 31 December 2023, the Company is not “controlled” within the meaning of Article L. 233-3 of the French Commercial
Code.
The Company was informed on 19 April 2021 that João Moreira Salles, the Kaon Investment Fund ICAV fund (acting only for
its Kaon V sub-fund), the Lepton Fund Ltd. fund, the company BW Gestão de Investimentos Ltda. and the company Brasil
Warrant Administração de Bens e Empresas S.A., on the one hand, and Michel Giannuzzi, Chairman of the Company’s
Board of Directors, and the members of the Giannuzzi family group, on the other hand, had signed on 16 April 2021 acollective lock-up commitment under the Dutreil law relating to 32,305,694 Company shares, representing 26.21% of theCompany’s share capital and voting rights as at the date of the commitment. This lock-up commitment was entered into
pursuant to Article 787 B of the French General Tax Code for a period of two years, not renewable by tacit agreement. It
does not contain any clause providing for preferential conditions for signatories on the sale or acquisition of shares in the
Company and does not constitute concerted action vis-à-vis the Company.

7.2.3. Agreements that could lead to a change of control
None.

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7.2.4. Changes to the Company’s share capitalover the past three years

Date
24 June 2021
23 June 2022
22 June 2023
14 February2024

Type of transaction
Capital increase and reduction
Capital increase and reduction
Capital increase and reduction
Capital reduction

Share capital
beforetransaction
416,662,128.22
413,337,438. 54
413,337,438.54
413,337,438.54

Number ofshares before
transaction
123,272,819
122,289,183
122,289,183
122,289,183

Number ofshares after
transaction
122,289,183
122,289,183
122,289,183
120,805,103

Share capital
Nominalafter
value
transaction€3.38 413,337,438. 54€3.38 413,337,438. 54€3.38 413,337,438. 54€3.38 408,321,248.14

7.2.5. Employee ownership of shares
7.2.5.1. Stock options and bonus share issues
The Company has a long-term incentive policy in place for senior executives, including its Chief Executive Officer, in linewith market practices (see Section 3.3 “Compensation of corporate officers” of this Universal Registration Document).

7.2.5.2. Profit-sharing and incentive agreements
7.2.5.2.1. Profit-sharing agreements
In France, the Group’s companies benefit from performance-based profit-sharing arrangements, in accordance with thestatutory conditions. In 2023, Verallia France and Thierry Bergeon Embouteillage (TBE) made profit-sharing payments.

7.2.5.2.2. Incentive agreements
In France, employees in most of the Group’s companies are eligible for a share of their company’s profits, calculated basedon performance indicators such as safety, quality, output and financial performance.
In other countries, profit-sharing agreements exist in Germany, Italy, Spain, Portugal, Ukraine and Chile.

7.2.5.2.3. Employee savings plans, other similar plans and employee share ownership
The Group has a Group Savings Plan (PEG) in place for the French companies and an International Group Savings Plan
(PEGI) in place for its foreign companies, under which eligible employees are able to participate in offers reserved for themthrough a Verallia employee investment fund that invests in Verallia's securities (the “FCPE”). This FCPE constitutes aninvestment option for employees of the Group’s companies who are members of the Group’s savings plans, either throughthe Group Savings Plan (PEG), through the International Group Savings Plan (PEGI), or by direct shareholding for the offer
restricted to employees, in order to invest their savings in diversified funds.

Employee share ownership
In 2023, the countries (other than France) participating in the PEGI via direct shareholdings were Italy, Spain, Germany andChile. Other countries eligible for the employee share ownership programme participate through the Verallia FCPE.
In this respect, as a result of transactions carried out by the Group every year since 2016, more than 4,000 employees havebecome company shareholders through the Verallia FCPE and through direct shareholdings, with a combined shareholdingof 3.80% as at 31 December 2023, after deduction of sales made by employees at the end of the 5-year lock-up periods
and/or after deduction of early exits by employees in the second half of 2023, as allowed by regulations in certain special
individual situations (such as marriage, divorce, birth of a third child, departure from the Company, etc.).

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Shareholders

At the combined general meeting held on 25 April 2023, the Company’s shareholders delegated to the Board of Directors understnd
the 31 and 32 resolutions the authority to increase the Company’s share capital on one or more occasions, up to a maximum
nominal amount of €12,000,000, per issue of new shares in the Company, reserved for eligible employees and corporate officers of
the Company and of French and foreign companies linked to it under the terms of Articles L. 225-180 of the French Commercial
Code and L. 3344-1 of the French Labour Code, and who are members of a Group company savings plan.
On 19 October 2023, the Company’s Board of Directors approved, in principle, a new issue of ordinary shares to employees
who are members of a Group company savings plan, approved the principal features of the transaction and delegated to
the Company’s Chief Executive Officer the powers necessary to implement the transaction in the second quarter of 2024.

7.3. Information on the share capital
7.3.1. Non-equity securities
In the 2023 financial year, the Company did not carry out any transaction involving non-equity securities.

7.3.2. Other securities granting access to the Company’s sharecapitalAt the date of this Universal Registration Document, the Company had not issued any equity securities other than theordinary shares described in Section 7.3.6.1 of this Universal Registration Document.

7.3.3. Conditions governing any acquisition rights and/or
any obligations attached to capital subscribed forbut not paid up
None.

7.3.4. Share capital of any Group company that is under option
or the subject of an agreement under which it will beplaced under option
None.

7.3.5. Exercise of voting rights, double voting rights, limitations
on voting rights
See Section 7.1.5.3. of this Universal Registration Document.

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Information on the share capital7

7.3.6. Factors that may have an impact in the eventof a public offer
The following factors may have an impact in the event of a public offer.

7.3.6.1. Structure of the Company’s capital
As at 31 December 2023, the Company’s share capital was €413,337,438.54, divided into 122,289,183 ordinary shares, with anominal value of three euros and thirty-eight cents (€3.38), fully paid up, all of the same class.
The table below provides a breakdown of the Company’s share capital and voting rights as at 31 December 2023:
Shareholders(1)
Brasil Warrant Administração de Bens e Empresas S.A. (BWSA)
Bpifrance Participations
Employees (FCPE Verallia and direct shareholding)Treasury shares
Public
Total

Total numberof shares
34,392,450
9,189,887% of sharecapital28.12 %
7,51 %

Total number oftheoreticalvoting rights
39,521,218
18,051,426% of theoreticalvoting rights
27.45 %
12.54 %

4,651,702

3.80 %

8,540,039

5.93 %

5,384,950
68,670,194
122,289,183

4.40 %
56.15 %
100 %

5,384,950
72,472,069
143,969,702

3.74 %
50.34 %
100 %(1) BWSA,which is controlled by the Moreira Salles family, holds 99.965% of BW Gestão de Investimentos Ltda. (“BWGI”), which itself controls Kaon V, theinvestment vehicle which holds the Verallia shares. BWSA directly holds 1,000 Verallia shares, and BWGI also directly holds 1,000 Verallia shares.

At 31 December 2023, the number of registered shareholders was 1,997 individuals or legal entities.
At the close of the financial year that ended on 31 December 2023, shares held by employees as defined in Article
L. 225-102 of the French Commercial Code represented 3.80% of the Company’s share capital.
To the Company’s knowledge, with the exception of BWSA and Bpifrance Participations, no other shareholder holds morethan 5% of the share capital or voting rights.

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Information on the share capital

Ownership threshold disclosures
In 2023, the Company was informed that the following ownership disclosure thresholds, as provided for by law and articles
of association, were crossed:
Date on which thethreshold wascrossed26 January 2023
27 January 2023

Threshold crossed(as a % ofshare capital)
1%
N/A

Threshold crossed(as a % ofvoting rights)
N/A
16%

Direction
Downwards
Upwards

N/A
N/A
1%
N/A
3%
N/A
28%
N/A

2%
25%
N/A
15%
N/A
5%
N/A
14%

Upwards
Upwards
Upwards
Downwards
Upwards
Downwards
Upwards
Upwards

11 December 2023 Caisse des dépôts et consignations (indirectly via
CNP Assurances)

N/A

14%

Downwards

15 December 2023 Caisse des dépôts et consignations (indirectly via
CNP Assurances)

N/A

14%

Upwards

27 January 2023
10 February 2023
30 March 2023
14 April 2023
13 July 2023
1 September 2023
30 October 2023
1 December 2023

Company/Group
Mondrian
Caisse des dépôts et consignations (indirectly via
CNP Assurances)
CNP Assurances
Brasil Warrant Administração de Bens e Empresas S.A
BNP Paribas Asset Management
Caisse des dépôts et consignations
FCPE Verallia
FCPE Verallia
Brasil Warrant Administração de Bens e Empresas S.A
Caisse des dépôts et consignations (indirectly via
CNP Assurances)

7.3.6.2. Restrictions in the articles of association on the exercise of voting rights andtransfers of shares or the provisions of agreements brought to the Company’s
attention pursuant to Article L. 233-11 of the French Commercial Code
Restrictions in the articles of association on the exercise of voting rights and on transfers of shares or the provisions ofagreements brought to the Company’s attention pursuant to Article L.233-11 of the French Commercial Code, as well as
the rules applicable to the appointment and replacement of the members of the Board of Directors and agreements
between shareholders of which the Company is aware and which may result in restrictions on the transfer of shares and theexercise of voting rights are described in Sections 7.2.3. “Agreements that could lead to a change of control”, 7.1.5.3.
“Rights, privileges and restrictions attached to the shares (Articles 10, 11, 12 and 13 of the articles of association)” and7.1.5.7. “Ownership threshold disclosures and identification of shareholders (Article 14 of the articles of association)” of this
Universal Registration Document. The powers of the Board of Directors, in particular the issuance or buyback of shares andagreements entered into by the Company that are amended or terminated in the event of a change of control of theCompany, are described in Sections 7.2.2. “Statement relating to control of the Company” and 7.1.5.6. “Provisions thatdelay, postpone or prevent a change of control of the Company”, respectively, of this Universal Registration Document.

7.3.6.3. Direct or indirect interests in the share capital of the Company of which it isaware under Articles L. 233-7 and L. 233-12 of the French Commercial CodeThe direct or indirect interests in the share capital of the Company of which it is aware under Articles L. 233-7 and L. 233-12of the French Commercial Code are described in the share ownership table above (see Section 7.3.6.1. “Structure of theCompany’s share capital” of this Universal Registration Document).

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Information on the share capital7

7.3.6.4. List of holders of any securities with special control rights and a description of
those rights and control mechanisms provided for in any employee ownershipsystem, where the control rights are not exercised by the employees
There are no holders of securities with special control rights and no control mechanisms are provided for in any employee
ownership system where the supervisory rights are not exercised by the employees.

7.3.6.5. Agreements between shareholders of which the Company is aware
and which may result in restrictions on the transfer of shares and the exercise
of voting rights
See section 7.2.2 “Statement relating to control of the Company” of this Universal Registration Document.

7.3.6.6. Powers of the Board of Directors in respect of share capital increases and sharebuybacks
Information on the powers of the Board of Directors with respect to share capital increases is detailed in Section 7.5.3“Delegations and authorisations granted by the shareholders' general meeting in respect of capital increases” of this
Universal Registration Document.

Share buyback programme
At the general shareholders’ meeting held on 25 April 2023, the shareholders authorised, for a period of 18 months from thedate of the meeting, the Board of Directors with the right to sub-delegate as permitted by law, in accordance with theprovisions of Articles L.22-10-62 et seq. of the French Commercial Code, to purchase, on one or more occasions and at suchtimes as it shall determine, a number of shares of the Company not exceeding 10% of the total number of shares comprising
the share capital at any given time, or 5% of the total number of shares comprising the share capital if they are sharesacquired by the Company with a view to their retention and subsequent delivery in payment or exchange as part of amerger, demerger or contribution. However, under no circumstances may the number of shares held by the Company
cause the Company to hold more than 10% of the shares comprising its share capital at any time whatsoever.
The Board of Directors may decide to acquire shares in order to:lensure liquidity and make a market in the Company’s securities through an investment service provider acting
independently under a liquidity agreement in accordance with the market practice adopted by the French Financial
Markets Authority on 22 June 2021;lallocate shares to employees of the Company and other Group entities, and particularly in the context of (i) profitsharing arrangements, (ii) any Company stock option plan pursuant to Articles L.225-177 et seq. of the French
Commercial Code, or (iii) any savings plan pursuant to Articles L.3331-1 et seq. of the French Labour Code or (iv) any
award of bonus shares pursuant to Articles L.225-197-1 et seq. of the French Commercial Code, and to carry out any
hedging in relation to such transactions, under the conditions set out by the market authorities and at such times as theBoard of Directors or the person acting on behalf of the Board of Directors may determine;ldeliver shares in the Company when exercising rights attached to transferable securities conferring entitlement by way ofredemption, conversion, exchange, presentation of a warrant or any other means to be allotted shares the Company
under applicable regulations, and to carry out any hedging in relation to such transactions, under the conditions set out
by the market authorities and at such times as the Board of Directors or the person acting on behalf of the Board of
Directors may determine;lhold the Company’s shares and subsequently deliver them in payment or exchange in connection with any acquisition,
merger, demerger or contribution transactions;lcancel some or all of the Company’s shares in order to reduce the share capital;limplement any market practice accepted by the French Financial Markets Authority and in general carry out any
transaction in compliance with applicable regulations.

The maximum unit purchase price may not exceed €54, excluding costs.

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Information on the share capital

However, the Board of Directors may, in the event that transactions are carried out that affect the Company’s sharecapital, including alterations to the nominal value of the shares, share capital increases through the capitalisation ofreserves followed by the creation and allotment of bonus shares, stock splits or reverse stock splits, adjust the abovementioned maximum purchase price to reflect the impact of such transactions on the value of the Company’s shares.
The purchase, sale or transfer of such shares may be effected and paid for by any means permitted under applicableregulations, on a regulated market, on a multilateral trading facility, with a systematic internaliser or over the counter, inparticular through block purchases or sales, through the use of options or other financial derivatives, warrants or, moregenerally, transferable securities conferring an entitlement to shares in the Company, at such times as the Board of Directors
may determine.
The Board of Directors is fully authorised, with the right to sub-delegate as permitted by law and to the extent permitted byrelevant laws and regulations, to reallocate shares repurchased for one of the programme’s objectives to one or more of its
other objectives, or to sell them on- or off-market.
The Board of Directors has not yet exercised its rights under this delegation.
The share buyback programme approved by the Board of Directors at its meeting held on 6 December 2022, exercising its
rights under the delegation of authority granted by the Shareholders in the sixteenth resolution of the General Meeting of 11
May 2022, terminated in November 2023.
The shareholders at the Company’s combined general meeting to be held on 26 April 2024 will be asked to renew
delegation of authority granted to the Board of Directors by the Company’s combined general meeting held on 25 April
2023 described above, under the same conditions.

Liquidity agreement
On 20 December 2019, the Company entered into a liquidity agreement with Rothschild Martin Maurel to ensure liquidity
and make a market in the Company’s shares. This liquidity agreement took effect on 6 January 2020 for an initial term of 12months, renewable by tacit agreement for successive 12-month periods. As part of the implementation of this liquidity
agreement, an initial amount of €2.5 million was credited to the liquidity account. This amount was increased to €3.4 million
by way of a first amendment to the liquidity agreement entered into on 9 November 2020, and then to €5 million by way of
a second amendment to the liquidity agreement entered into on 21 March 2024.

7.3.6.7. Agreements entered into by the Company that are amended or terminated in
the event of a change of control of the Company
Agreements entered into by the Company that may be amended or terminated in the event of a change of control of theCompany are described in Section 5.2.8. “Material contracts” of this Universal Registration Document.

7.3.6.8. Agreements that provide for compensation to be paid to members of theBoard of Directors or employees of the Company if they resign or are
wrongfully dismissed or if their employment contract is terminated as a result ofa public offer
The Group has agreements in place that provide for a severance payment to be made to the Chief Executive Officer in theevent that he or she is removed from office. Detailed information is provided in Section 3.3.1. of this Universal Registration
Document.

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Information on the share capital7

7.3.6.9. Summary statement of the transactions referred to in Article L.621-18-2 of theFrench Monetary and Financial Code carried out during financial year 2023
The table below summarises (pursuant to Article 223-26 of the General Regulation of the French Financial Markets Authority)
the transactions referred to in Article L. 621-18-2 of the French Monetary and Financial Code carried out during financial
year 2023:
Financial
instrument

Type oftransaction

Transaction venue

Unit price (€)

Transaction
amount (€)

Shares

DisposalEuronext Paris

36.346363,458

SharesFreeacquisition ofshares1 March 2023

Euronext Paris

NA

60,500 shares

BW Gestão deInvestimentos Ltda.

SharesPledge27 April 2023

Over-the-counter

N/A

N/A

Brasil Warrant
Administração de Bens e
Empresas S.A

SharesPledge27 April 2023

Over-the-counter

N/A

N/A

Didier Debrosse

SharesAcquisition

2 May 2023

Euronext Paris

36.82

36,820Michel Giannuzzi

Shares

Disposal 25 August 2023

Euronext Paris

40.5

992,250

Brasil Warrant
Administração de Bens e
Empresas S.A

SharesAcquisition

26 October
2023

Euronext Paris

29.976

2,997,600

BW Gestão deInvestimentos Ltda.

SharesAcquisition

26 October
2023

Euronext Paris

29.976

2,997,600

Brasil Warrant
Administração de Bens e
Empresas S.A

SharesAcquisition

27 October
2023

Euronext Paris

30.53

3,052,830

BW Gestão deInvestimentos Ltda.

SharesAcquisition

27 October
2023

Euronext Paris

30.53

3,052,830

Michel Giannuzzi

SharesDonation

8 December
2023

Over-the-counter

N/A

1,350 sharesInterested person
Pierre Vareille

Michel Giannuzzi

Transaction
date
16 February
2023

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The security market

7.4. The security market
7.4.1. Listing venue and indices
The Verallia SA shares are listed on Paris Euronext, Segment A, and are eligible for the deferred settlement service (SRD).

Fact sheet for the Verallia SA shares

ISIN code
Listing venue

FR0013447729
Continuously traded on Euronext Paris, compartment A

TickerIndicesBloomberg: VRLA FP/Reuters: VRLA.PA
SBF 120/CAC Mid 60/CAC All shares/MSCI Global Small Cap/CAC Industries/
CAC SBT 1.5°C

Eligibility of the shares
Nominal value
Number of shares outstanding as at 31
December 2023

SRD (deferred settlement service) and PEA (share savings plans)€3.38
122,289,183

Share price as at 29 December 2023
Market capitalisation as at 29 December 2023(€)

€34.86
4,263,000,919

Credit rating (long-term/outlook)
As at 31 December
Moody’sStandard & Poor’s

2023
Baa3/Stable
BBB-/Positive

In 2023, Moody’s upgraded the Company’s long-term credit rating from Ba1/Positive to Baa3/Stable.
In 2023, Standard & Poor’s upgraded the Company’s long-term credit rating from BB+/Positive to BBB-/Positive.

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Ba1/Positive
BB+/PositiveINFORMATION ABOUT THE COMPANY, ITS SHARE CAPITAL AND OWNERSHIP STRUCTURE
The security market

7

7.4.2. Stock-market price of the Verallia shares and transaction
volumes
Change in restated value
MonthJanuary 2023
February 2023
March 2023
April 2023
May 2023
June 2023
July 2023
August 2023
September 2023
October 2023
November 2023
December 2023
Extremes and averages
Total

Average price (closing price)
32.99
35.72
37.87
37.84
35.36
33.80
35.69
40.67
40.47
33.84
32.04

Highest
33.96
38.64
39.38
39.64
37.04
35.84
40.32
44.12
44.44
36.72
33.10

Lowest
31.94
33.74
36.36
36.76
32.48
32.76
33.50
39.22
36.82
30.04
31.04

34.16

35.92
44.44

32.7
30.04

Monthly volumes
3,169,375
3,223,129
3,755,404
2,618,751
3,374,020
3,147,988
2,807,512
2,593,580
3,616,824
3,920,369
3,089,095
2,464,106
3,148,346
37,780,153

Market capitalisation(€)
104,610,700
116,736,500
141,820,700
98,620,170
118,511,600
106,177,300
102,413,200
106,411,500
146,007,000
130,700,200
99,029,870
83,961,640
112,916,698
1,355,000,380

Source: Euronext Paris (monthly information, extremes and averages over the period).

Management of the share register
The register of pure registered securities is managed by:
Société Générale Securities Services
32, rue du Champ de Tir - CS 30812 - 44312 Nantes Cedex 3

Management of the liquidity agreement
The liquidity agreement is managed by Rothschild Martin Maurel.

Monitoring by analysts
COMPANYANALYST

Berenberg

Fraser Donlon

Citi

Ephrem Ravi and James Perry

CM-CICFrancis Prêtre

Deutsche Bank

Mengxian Sun

ExaneFrancisco Ruiz

Kepler Cheuvreux

Inigo Egusquiza

ODDO BHF

Jean-François Granjon

Santander

Manuel Lorente

Société Générale

Patrick Jousseaume

IDMidcaps

Gauthier Peroueme

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The security market

7.4.3. Policy on the disclosure of information to shareholders
7.4.3.1. 2023 financial communications calendar
14 February 2024: Annual results for 2023.
24 April 2024: Financial results for Q1 2024.
26 April 2024: Annual general shareholders' meeting.
24 July 2024: Results for H1 2024.
22 October 2024: Financial results for Q3 2024.
For the publication of financial results, press releases will be issued after the Euronext Paris market closes. A conference call/presentation will be held the following day at 9.00 am CET, via an audio webcast service (live and later as a recording).
This timetable is indicative and may be altered if necessary.

7.4.3.2. Information to individual shareholders and institutional investors
Since its initial public offering, the Company has maintained a relationship of trust with its individual and institutional
shareholders based on dialogue and transparency.
The Company is committed to keeping its shareholders informed about its activities, strategy and growth prospects in atransparent and accurate manner and on an ongoing basis.

Information documents
To that end, the Company makes all published financial information (press releases, Universal Registration Document,
financial presentations etc.) available to the public on its website (www.verallia.com), which is accessible in both French
and English.

Universal Registration Document and annual financial report
These documents are available and may be downloaded from the Verallia website.

Meetings with shareholders
With a view to establishing an ongoing dialogue with its individual and institutional shareholders, the Company takes part innumerous presentations and meetings throughout the year:

Annual general meeting
An occasion for listening and for dialogue with the Board of Directors, the Company’s general meeting is an important andrecurring event in the relationship between the Company and its shareholders. In particular, it provides an opportunity toreview the highlights of, and the strategy implemented in, the past financial year. It gives all shareholders an opportunity toparticipate in important decisions affecting the Company by expressing their opinions through resolutions put to a vote.

Meetings with investors
The Company takes part in numerous meetings and conference calls with investors in the form of one-on-ones, segmentspecific conferences and roadshows, in both France and abroad (London, Frankfurt, Madrid, Nordic countries, the UnitedStates).
Before the annual general meeting above-mentioned, the Company organise since 2022 a specific roadshow about its
governance. This time of exchanges allows the Company to present to its main shareholders and the proxies the resolutions
which will be submitted to their approval during the general meeting and to take note of their comments and answer totheir question about any topic linked to governance.
Moreover, ad hoc conference calls with investors are organised on a regular basis regarding the Group CSR strategy.
At the beginning of November 2023, the Company also arranged a specific presentation on its CSR strategy for investors,
analysts, bankers and journalists, together with a visit of the Azuqueca plant in Spain. This event allowed the Company toillustrate the actions carried out locally.

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The security market

7

Information meetings
The financial results are presented to the financial community (investors, analysts and financial media) via conference calls/
audio webcasts organised every quarter. By way of example, the 2024 financial communications calendar is set out above.
Each meeting or conference call is also conducted using an audio webcast service (live and later as a recording), and thepresentation of results is made available in the “Investors” section of www.verallia.com.

7.5. Summary table of the Board of Directors’delegations of authority and power
7.5.1. Subscribed share capitalAt the date of this Universal Registration Document, the Company’s share capital is €408,321,248.14, divided into 120,805,103
ordinary shares, with a nominal value of three euros and thirty-eight euro cents (€3.38), fully paid up and all of the sameclass.

7.5.2. Shares held in treasury by the Company or for its own
account
At 31 December 2023, the Company held 5,384,950 treasury shares.
At 31 December 2023, the Company held no treasury shares under its liquidity agreement.

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Summary table of the Board of Directors’ delegations of authority and power

7.5.3. Delegations and authorisations grantedby the shareholders' general meeting in respect of capitalincreases
The shareholders at the Company’s general meeting held on 25 April 2023 approved the following financial delegations:
Resolution

Maximum duration

Delegation of authority to the Board of Directors
to increase the share capital by capitalisation ofreserves, profits or premiums or any other amountfor which capitalisation is allowed

Type of delegated authority

23rd

26 months

Delegation of authority granted to the Board of
Directors to increase the share capital by issuingshares and/or equity securities giving access toother equity securities and/or conferring the rightto be allotted debt securities and/or transferable
securities giving access to equity securities to beissued, with preferential subscription rights
preserved

24th

26 months

Delegation of authority granted to the Board of
Directors to decide to increase the share capitalby issuing shares and/or equity securities giving
access to other equity securities and/or conferring
the right to be allotted debt securities and/ortransferable securities giving access to equity
securities to be issued, with a compulsory priority
period, through public offerings other than thosereferred to in Article L. 411-2 of the French
Monetary
andFinancial
Code,without
shareholders' preferential subscription rights
Delegation of authority granted to the Board of
Directors to increase the share capital, without
shareholders' preferential subscription rights, by
issuing shares and/or equity securities granting
access to other equity securities and/or conferring
the right to be allotted debt securities and/ortransferable securities granting access to equity
securities to be issued, with an optional priority
period, through public offerings other than thosereferred to in Article L. 411-2 of the French(6)
Monetary and Financial Code
Delegation of authority granted to the Board of
Directors to increase the share capital, without
shareholders' preferential subscription rights, by
issuing shares and/or equity securities giving
access to other equity securities and/or conferring
the right to be allotted debt securities and/ortransferable securities giving access to equity
securities to be issued, as part of public offerings
referred to in sub-section 1 of Article L. 411-2 of theFrench Monetary and Financial Code
Authorisation to the Board of Directors, in theevent of an issue without shareholders'
preferential subscription rights, through a public
offering, to set the issue price in accordance withthe terms and conditions set by the shareholders
at the general meeting
Authorisation granted to the Board of Directors toincrease the amount of an issue, with or without
shareholders' preferential subscription rights

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Maximum nominal amount€82 million(approximately 20% of the sharecapital)€206 million(approximately 50% of the share capital)€750 million for debt securities€82 million
25th

26 months(approximately 20% of the share capital)€40 million
26 months(4)(1) (2)€750 million for debt securities

26th

(1)

(4)

(1) (2) (3)(approximately 10% of the share capital)€750 million for debt securities(4)(1) (2) (3)27th

26 months€40 million(approximately 10% of the sharecapital)€750 million for debt securities

28th

26 months

29th

26 months

10% of the share capital per year

(4)(1) (2) (3)(4)€750 million for debt securities

Regulatory limit (currently 15% of the(1)
original issue)(4)€750 million for debt securities

INFORMATION ABOUT THE COMPANY, ITS SHARE CAPITAL AND OWNERSHIP STRUCTURE
Summary table of the Board of Directors’ delegations of authority and power

Type of delegated authority
Delegation of authority granted to the Board of
Directors to increase the share capital by issuingshares and/or equity securities giving access toother equity securities and/or conferring the rightto be allotted debt securities and/or transferable
securities giving access to equity securities to beissued, in consideration for contributions in kind
Delegation of authority granted to the Board of
Directors to increase the share capital by issuingshares reserved for members of a company
savings plan, without shareholders' preferential
subscription rights in favour of such members

Resolution

Maximum duration

7

Maximum nominal amount(1) (2) (3)30th

26 months

10% of the share capital(4)€750 million for debt securities

26 months€12 million(approximately 3% of the sharecapital)(1) (5)31st(1) (5)

Delegation of authority to the Board of Directors
toincreasethesharecapital,without
shareholders' preferential subscription rights, by
issuing shares to a specific category of
beneficiaries

32nd

18 months€12 million(approximately 3% of the sharecapital)Authorisation to the Board of Directors to carry out
bonus allotments of existing shares or shares to beissued,without
shareholders’preferential
subscription rights, to certain employees andcorporate officers of the Company and relatedcompanies

33rd

18 months

0.5% of the share capital(1)(1) The overall maximum nominal amount of the capital increases that may be carried out pursuant to this delegation of authority shall count towards
the overall limit of €206 million applicable to immediate and/or future capital increases.
(2) The overall maximum nominal amount of the share capital increases that may be carried out pursuant to this delegation of authority shall counttowards the sub-limit set at €82 million applicable to share increases without shareholders' preferential subscription rights by way of public offering(with a priority period).
(3) The overall maximum nominal amount of the share capital increases that may be carried out pursuant to this delegation of authority shall counttowards the sub-limit set at €40 million applicable to share increases without shareholders' preferential subscription rights by way of public offering(with or without a priority period).
(4) The overall maximum nominal amount of debt securities that may be issued pursuant to this delegation of authority shall count towards the overall
limit of €750 million applicable to the issue of debt securities.
(5) Overall limit of €12 million common to the capital increases that may be carried out pursuant to the 31st and 32nd resolutions.
(6) Including as part of a public exchange offer initiated by the Company (Article L.22-10-54 of the French Commercial Code).

At its meeting held on 25 July 2023, the Board of Directors adopted its additional report, drawn up in accordance with theprovisions of Articles L. 225-129-5 and R. 225-116 of the French Commercial Code, relating to the share capital increase of
the Company, without shareholders' preferential subscription rights, by way of an issue of shares reserved for employees of
the Group, for a total nominal amount of €2,066,684.10, with a share premium of €16,551,816.15, completed on 22 June 2023
ththunder the delegation of authority granted pursuant to the 26 and 27 resolutions of the combined general shareholders’meeting held on 11 May 2022.
At its meeting held on 19 October 2023, the Board of Directors exercised its rights under the delegation granted to theBoard of Directors in the 31st and 32nd resolutions of the Company’s combined general shareholders’ meeting held on 25
April 2023, in respect of the continuation of the Group’s employee share ownership programme. In the second quarter of2024, the Company intends to offer the Group’s employees the option of subscribing for another capital increase throughthe issue of new shares reserved for eligible employees and corporate officers of the Company and/or companies related
to the Company (within the meaning of Articles L.225-180 of the French Commercial Code and Article L.3344-1 of theFrench Labour Code), who are members of a Verallia group/corporate savings plan for a nominal maximum amount equal
to 0.5% of the Company's share capital. The terms of such transaction (timetable, amount of the Company’s matching
contribution, etc.) have been set by the Board of Directors: in particular, eligible employees may subscribe for shares at a
subscription price equal to the reference price (the average of the share prices quoted during the 20 trading days
preceding the date of the decision setting the opening date for subscriptions), less a maximum discount of 15%.

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7

INFORMATION ABOUT THE COMPANY, ITS SHARE CAPITAL AND OWNERSHIP STRUCTURE
Subsidiaries and equity interests

7.6. Subsidiaries and equity interests
7.6.1. Information on equity interests
Information on equity interests is contained in Note 3 of the Group’s consolidated financial statements for the year ended
31 December 2023.

7.6.2. Simplified Group structure chart as at 31 December 2023

* BWSA, which is controlled by the Moreira Salles family, holds 99.965% of BW Gestão de Investimentos Ltda. (BWGI), which itself controls Kaon
V, the investment vehicle which holds the Verallia shares. BWSA directly holds 1,000 Verallia shares, and BWGI also directly holds 1,000
Verallia shares.
** Indirect ownership7.6.3. Subsidiaries and equity interestsi.

Principal subsidiaries

The principal direct or indirect subsidiaries of the Company as at 31 December 2023 are listed in Section 7.6.2 of this
Universal Registration Document.

ii.

Recent acquisitions and disposals

The Group’s recent acquisitions and disposals are described in Section 6.1, note 3.1.1 of this Universal Registration
Document.

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8

GENERALMEETINGOF 26 APRIL 2024

8.1.

Agenda446

8.2.

Presentation of proposed resolutions

448

8.3.

Proposed resolutions

457

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8

GENERAL MEETING OF 26 APRIL 2024
Agenda8.1. Agenda
The Company’s next Combined (Ordinary and Extraordinary) General Meeting will take place:on Friday 26 April 2024 at 9:30 a.m.,
31, Place des Corolles, Tour Carpe Diem at l’Auditorium, Esplanade Nord, 92400 Courbevoie, France;
To consider the agenda described herein-below.
The audio will be broadcast live and will be available on the Company’s website (www.verallia.com) for a year.

Ordinary resolutions:
1.

Approval of the Company’s statutory financial statements for the financial year ended on 31 December 2023;

2.

Approval of the Company’s consolidated financial statements for the financial year ended on 31 December 2023;

3.

Allocation of the profit for the financial year ended on 31 December 2023 and setting the dividend at €2.15 per share;

4.

Statutory Auditors’ special report on related-party agreements and commitments and observation that no newagreements have been entered into;

5.

Renewal of Marie-José Donsion's term of office as Director;

6.

Renewal of Pierre Vareille's term of office as Director;

7.

Appointment of PricewaterhouseCoopers Audit as auditor responsible for the verification of the information related tosustainability;

8.

Appointment of BM&A as auditor responsible for the verification of the information related to sustainability;

9.

Approval of the compensation policy for the Chairman of the Board of Directors;

10.

Approval of the compensation policy for the Chief Executive Officer;

11.

Approval of the compensation policy for the Directors;

12.

Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kindpaid or awarded in respect of the financial year ended on 31 December 2023 to Michel Giannuzzi, Chairman of theCompany’s Board of Directors;

13.

Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kindpaid or awarded in respect of the financial year ended on 31 December 2023 to Patrice Lucas, Chief Executive
Officer of the Company;

14.

Approval of the information required in respect of Article L. 22-10-9 I. of the French Commercial Code relating to thecompensation of corporate officers;

15.

Authorisation granted to the Board of Directors to trade in the Company’s shares;

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GENERAL MEETING OF 26 APRIL 2024
Agenda8

Extraordinary resolutions
16.

Authorisation granted to the Board of Directors to reduce the Company’s share capital by cancelling treasury shares;

17.

Delegation of authority to the Board of Directors to increase the share capital by capitalisation of reserves, profits or
premiums or any other amount for which capitalisation is allowed;

18.

Delegation of authority to the Board of Directors to increase the share capital, with shareholders’ preferential
subscription rights, by issuing shares and/or equity securities granting access to other equity securities and/or
conferring the right to be allotted debt securities and/or transferable securities granting access to equity securities tobe issued;

19.

Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities giving access to other equity securities and/or conferring
the right to be allotted debt securities and/or transferable securities giving access to equity securities to be issued, witha compulsory priority period, through public offerings other than those referred to in Article L. 411-2 of the French
Monetary and Financial Code;20.

Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities granting access to other equity securities and/or
conferring the right to be allotted debt securities and/or transferable securities granting access to equity securities tobe issued, with an optional priority period, through public offerings other than those referred to in Article L. 411-2 of theFrench Monetary and Financial Code;21.

Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities giving access to other equity securities and/or conferring
the right to be allotted debt securities and/or transferable securities giving access to equity securities to be issued, aspart of public offerings referred to in sub-section 1 of Article L. 411-2 of the French Monetary and Financial Code;22.

Authorisation granted to the Board of Directors, in the event of an issue without shareholders' preferential subscription
rights, through public offerings, to set the issue price in accordance with the procedure decided by the General
Meeting, up to a limit of 10% of the capital per annum;

23.

Authorisation granted to the Board of Directors to increase the amount of an issue, with or without shareholders'
preferential subscription rights;

24.

Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or equity securities
giving access to other equity securities and/or conferring the right to be allotted debt securities and/or transferable
securities giving access to equity securities to be issued, in consideration for contributions in kind;

25.

Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing Company shares restricted to members of a company savings plan;

26.

Delegation of authority to the Board of Directors to increase the share capital by issuing shares, without shareholders'
preferential subscription rights, to a specific category of beneficiaries;

27.

Authorisation to the Board of Directors to carry out bonus allotments of existing shares or shares to be issued, without
shareholders’ preferential subscription rights, to certain employees and corporate officers of the Company andrelated companies; and28.

Powers to carry out legal formalities.

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

8.2. Presentation of proposed resolutions
Report of the Board of Directors dated 14 February 2024
to the General Meeting of 26 April 2024
Approval of the Company’s statutory financial statements and consolidated financial
statements for the year ended on 31 December 2023 and allocation of the profit/loss forstrd
the financial year (1 to 3 ordinary resolutions)st

The shareholders at the General Meeting are first asked to approve the Company’s statutory financial statements (1ndresolution) and consolidated financial statements (2 resolution) for the year ended on 31 December 2023 and to approverd
the distribution of dividends for the financial year as proposed by the Board of Directors (3 resolution).
The Company’s statutory financial statements for the year ended on 31 December 2023 show a profit of €254,637,513.52
and a profit carried forward of €156,900,409.56. It is proposed that €5,068,126.33 of this profit be allocated to the legal
reserve, €262,921,743.45 to the payment of dividends and €143,548,053.29 to the retained earnings account. The Board of
Directors proposes to set the amount of the dividend at €2.15 per share.
The dividend to be distributed will be detached from the shares on 14 May 2024 and paid on 16 May 2024.

Approval of the statutory auditors’ special report on the agreements referred to in
Articles L. 225-38 et seq. of the French Commercial Code and observation that no newthagreements have been entered into (4 ordinary resolution)
You are reminded that only new agreements entered into during the previous financial year are required to be approvedby the shareholders at the General Meeting.
You are asked to note that no new agreements were entered into during the financial year ended on 31 December 2023.
An agreement was previously entered into on 16 December 2021 with Bpifrance, an affiliate of Bpifrance Participations, ashareholder in the Company, and Bpifrance Investissement, a member of the Board of Directors, and remains in force.
This agreement relates to an instalment loan of a total principal amount of €30 million, which is described in section 5.6 ofthis Universal Registration Document.
thth

Renewals of terms of office of Directors (5 and 6 ordinary resolutions)
The directorships of Marie-José Donsion and Pierre Vareille will expire at the end of the General Meeting to be held on 26
April 2024.
The shareholders at the General Meeting are therefore asked, on the recommendation of the Board of Directors, to renew
the terms of office of Marie-José Donsion and Pierre Vareille for a period of four years, i.e. until the end of the General
Meeting due to be held in 2028 to vote on the financial statements for the year ended on 31 December 2027.
The biographies of Marie-José Donsion and Pierre Vareille are available in Chapter 3 of the Company’s Universal
Registration Document.

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

8

Appointment of PricewaterhouseCoopers Audit and BM&A as auditors in charge of theth and thverification of information related to sustainability (78 ordinary resolutions)Pursuant to Directive 2022/2464 of the European Parliament and of the Council of 14 December 2022 (known as the"CSRD"), the sustainability information provided by the Company is now required to be audited.
As such, pursuant to Articles L. 821-40 et seq. of the French Commercial Code, you are asked to appoint
PricewaterhouseCoopers Audit and BM&A as auditors in charge of the verification of information related to sustainability
until the end of their respective terms of office relating to the certification of annual and consolidated financial statements
as statutory auditors of the Company, i.e. until the end of the general shareholders’ meeting to be held in 2026 to vote on
the financial statements for the year ended on 31 December 2025 for PricewaterhouseCoopers Audit and until the end of
the general shareholders’ meeting to be held in 2025 to vote on the financial statements for the year ended on 31
December 2024 for BM&A.
The appointment of PricewaterhouseCoopers Audit and BM&A as statutory auditors in charge of the verification of
information related to sustainability should enable the Company to benefit from the complementarity inherent to a coauditorship, and from greater consistency in the review of financial and non-financial information.
The Company has chosen to appoint PricewaterhouseCoopers Audit and BM&A, notably in view of the short remaining
terms of their mandates as statutory auditors for the certification of the Company's annual and consolidated financial
statements, of 2 years and 1 year respectively, which will give the Company the opportunity to analyze the relevance of thischoice over a short period.

Approval of the compensation policy for the Chairman of the Board of Directorsth(9 ordinary resolution)
Pursuant to Article L. 22-10-8 II of the French Commercial Code, the shareholders at the General Meeting are asked toapprove the compensation policy for the Chairman of the Company’s Board of Directors, as presented in the corporate
governance report included in section 3.3 of the Company’s 2023 Universal Registration Document.
thApproval of the compensation policy for the Chief Executive Officer (10 ordinary
resolution)
Pursuant to Article L. 22-10-8 II of the French Commercial Code, the shareholders at the General Meeting are asked toapprove the compensation policy for the Company’s Chief Executive Officer, as presented in the corporate governancereport included in section 3.3 of the Company’s 2023 Universal Registration Document.
thApproval of the compensation policy for the Directors (11 ordinary resolution)
Pursuant to Article L. 22-10-8 II of the French Commercial Code, the shareholders at the General Meeting are asked toapprove the compensation policy for the Company’s Directors, as presented in the corporate governance report included
in section 3.3 of the Company’s 2023 Universal Registration Document.

Approval of the fixed, variable and exceptional items comprising the totalcompensation and benefits of any kind paid or awarded in respect of the financial year
ended on 31 December 2023 to Michel Giannuzzi, Chairman of the Company’s Board ofthDirectors (12 ordinary resolution)
The shareholders at the General Meeting are asked to approve the fixed, variable and exceptional items comprising thetotal compensation and benefits of any kind paid or awarded in respect of the financial year ended on 31 December 2023
to Michel Giannuzzi, Chairman of the Company’s Board of Directors, as presented in the corporate governance report
included in section 3.3 of the Company’s 2023 Universal Registration Document.

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

Approval of the fixed, variable and exceptional items comprising the totalcompensation and benefits of any kind paid or awarded in respect of the financial year
ended on 31 December 2023 to Patrice Lucas, Chief Executive Officer of the Companyth(13 ordinary resolution)
The shareholders at the General Meeting are asked to approve the fixed, variable and exceptional items comprising thetotal compensation and benefits of any kind paid or awarded in respect of the financial year ended on 31 December 2023
to Patrice Lucas, Chief Executive Officer of the Company, as presented in the corporate governance report included in
section 3.3 of the Company’s 2023 Universal Registration Document.

Approval of the information required in respect of Article L. 22-10-9 I. of the FrenchthCommercial Code relating to the compensation of corporate officers (14 ordinary
resolution)
The shareholders at the General Meeting are asked to approve the information referred to in Article L. 22-10-9 I. of theFrench Commercial Code, as presented in the corporate governance report included in section 3.3 of the Company’s 2023
Universal Registration Document.

Authorisation for the Company to buy back its own shares (share buyback programme)thth– (15 ordinary resolution and 16 extraordinary resolution)thPursuant to the 15 resolution, the Board of Directors asks the shareholders at the General Meeting to authorise it to buyback a number of Company shares not exceeding (i) 10% of the total number of shares comprising the share capital or (ii)
5% of the total number of shares comprising the share capital in the case of shares acquired by the Company with a viewto keeping them and handing them over in payment or exchange as part of a merger, demerger or contribution, it being
stipulated that acquisitions made by the Company may not in any event cause the Company to hold more than 10% of theshares comprising its share capital at any time whatsoever.
Shares may be purchased in order to: a) provide liquidity and stimulate the market in the Company’s shares via an
investment service provider acting independently under a liquidity agreement that complies with the market practices
recognised by the French Financial Markets Authority on 22 June 2021, b) allot shares to the corporate officers andemployees of the Company and of other Group entities, c) deliver the shares in the Company upon the exercise of therights attached to transferable securities granting the right, directly or indirectly, by redemption, conversion, exchange,
presentation of a warrant or otherwise to be allotted shares in the Company, d) keep the shares in the Company andtransfer them subsequently in payment or exchange as part of possible acquisitions, mergers, demergers or contributions, e)cancel all or some of the securities thus bought, f) implement any market practice permitted by the French Financial
Markets Authority and, more generally, carry out any transaction that complies with the regulations in force.
The maximum unit purchase price may not exceed fifty-four (54) euros per share, excluding costs.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to thetwenty-first resolution of the shareholders' general meeting of 25 April 2023, be granted for a period of eighteen (18) months
as from the date of the General Meeting.
th

Pursuant to the 16 resolution, the Board of Directors also asks the shareholders at the General Meeting to authorise it, for aperiod of 26 months, with the right to sub-delegate, to reduce the share capital by cancelling, on one or more occasions,
all or some of the shares in the Company acquired through a share buyback programme authorised by the shareholders at
the General Meeting, capped at 10% of the share capital in any 24-month period.
The Board of Directors proposes that this authorization, which would supersede the authorization granted pursuant to thend
22 resolution of the shareholders' general meeting of 25 April 2023, be granted for a period of twenty-six (26) months asfrom the date of the General Meeting.

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

Delegations of authority granted to the Board of Directors with a view to carrying outththtransactions involving the Company’s share capital – (17 to 27 extraordinary
resolutions)thth

Pursuant to the 17 to 27 resolutions, the Board of Directors asks the shareholders at the General Meeting to renew certain
financial authorisations granted by the shareholders at the shareholders' general meeting held on 25 April 2023.
It is specified that the Board of Directors may not, without the prior authorisation of the shareholders at the General Meeting,exercise its rights under the authorisations set out below between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period.
The table below summarises the financial delegations that the shareholders at the General Meeting are asked to approve:

Maximum
duration

Resolution Type of delegated authority
th

17

th

18

th

19

th

20

Delegation of authority to the Board of Directors to increase theshare capital by capitalisation of reserves, profits or premiums or any
other amount for which capitalisation is allowed
Delegation of authority to the Board of Directors to increase theshare capital, with shareholders’ preferential subscription rights, by
issuing shares and/or equity securities granting access to other equity
securities and/or conferring the right to be allotted debt securities
and/or transferable securities granting access to equity securities tobe issued
Delegation of authority to the Board of Directors to decide toincrease the share capital by issuing shares and/or equity securities
giving access to other equity securities and/or conferring the right tobe allotted debt securities and/or transferable securities giving
access to equity securities to be issued, with a compulsory priority
period, through public offerings other than those referred to in Article
L. 411-2 of the French Monetary and Financial Code, without
shareholders' preferential subscription rights
Delegation of authority to the Board of Directors to decide toincrease the share capital by issuing shares and/or equity securities
giving access to other equity securities and/or conferring the right tobe allotted debt securities and/or transferable securities giving
access to equity securities to be issued, with an optional priority
period, through public offerings other than those referred to in Article
L. 411-2 of the French Monetary and Financial Code, without(6)
shareholders' preferential subscription rights

26months26
months4)(1)(2)€82 million

26months(4)(1)(2)(3)€40 million

26months(approximately 10% of the sharecapital)(4)€750 million for debt securities

23

Authorisation to the Board of Directors to increase the amount of anissue, with or without shareholders' preferential subscription rights

26months24

Delegation of authority to the Board of Directors to increase theshare capital by issuing shares and/or equity securities giving accessto other equity securities and/or conferring the right to be allotteddebt securities and/or transferable securities giving access to equity
securities to be issued, without shareholders' preferential subscription
rights, in consideration for contributions in kind

26
monthsth(approximately 20% of the sharecapital)€750 million for debt securities

26
monthsrd(approximately 50% of the sharecapital)€750 million for debt securities(

Authorisation to the Board of Directors, in the event of an issue
without shareholders' preferential subscription rights, through a public
offering, to set the issue price in accordance with the terms andconditions set by the shareholders at the General Meetingnd22(approximately 20% of the sharecapital)(1)26monthsst€82 million€206 million

Delegation of authority to the Board of Directors to increase theshare capital, without shareholders' preferential subscription rights, by
issuing shares and/or equity securities giving access to other equity
securities and/or conferring the right to be allotted debt securities
and/or transferable securities giving access to equity securities to beissued, as part of public offerings referred to in sub-section 1 of Article
L. 411-2 of the French Monetary and Financial Code21

Maximum nominal amount(1)(2)(3)€40 million(approximately 10% of the sharecapital)(4)€750 million for debt securities

10% of the share capital per(1)(2)(3)year(4)€750 million for debt securities

Regulatory limit (currently 15% of(1)
the original issue)(4)€750 million for debt securities(1)(2)(3)

10% of the share capital(4)€750 million for debt securities

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

Maximum
duration

Resolution Type of delegated authority
th

25

th

26

th

27

Maximum nominal amount(1) (5)

Delegation of authority to the Board of Directors to increase theshare capital by issuing shares reserved for members of a company
savings plan, without shareholders' preferential subscription rights infavour of such members

26monthsDelegation of authority to the Board of Directors to increase theshare capital, without shareholders' preferential subscription rights, by
issuing shares to a specific category of beneficiaries

18
monthsAuthorisation to the Board of Directors to carry out bonus allotmentsof existing shares or shares to be issued, without shareholders’preferential subscription rights, to certain employees and corporate
officers of the Company and related companies

18
months12 million(approximately 3% of the sharecapital)(1) (5)€12 million(approximately 3% of the sharecapital)(1)

0.5% of the share capital(1)The overall maximum nominal amount of the capital increases that may be carried out pursuant to this delegation of authority shall counttowards the overall limit of €206 million applicable to immediate and/or future capital increases.
(2)The overall maximum nominal amount of the share capital increases that may be carried out pursuant to this delegation of authority shallcount towards the sub-limit set at €82 million applicable to share increases without shareholders' preferential subscription rights by way of
public offering (with a priority period).
(3)The overall maximum nominal amount of the share capital increases that may be carried out pursuant to this delegation of authority shallcount towards the sub-limit set at €40 million applicable to share increases without shareholders' preferential subscription rights by way of
public offering (with or without a priority period.
(4)The overall maximum nominal amount of debt securities that may be issued pursuant to this delegation of authority shall count towards
the overall limit of €750 million applicable to the issue of debt securities.
thth(5)Limit of €12 million common to the capital increases that may be carried out pursuant to the 25 and 26 resolutions.
(6)Including as part of a public exchange offer initiated by the Company (Article L. 22-10-54 of the French Commercial Code).

The corresponding proposed delegations are detailed below:thCapital increase by capitalising reserves, profits or premiums (17 extraordinary resolution)thPursuant to the 17 resolution, the Board of Directors asks the shareholders at the General Meeting to delegate to it theauthority to increase the share capital by capitalising reserves, profits or premiums, up to a maximum nominal amount ofeighty-two million euros (€82,000,000), an independent limit separate from the limit applicable to the other resolutions put tothe vote of the shareholders at the General Meeting. The capital increases pursuant to this resolution may be carried out, atthe discretion of the Board of Directors, either by allotting new shares for no consideration or by increasing the nominal
value of the existing shares or by using a combination of these two methods, on the terms that it shall determine.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to therd
23 resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months
as from this General Meeting.

Issue of shares and/or equity securities giving access to other equity securities and/or conferring the rightto be allotted debt securities and/or transferable securities giving access to equity securities to be issued,thwith shareholders' preferential subscription rights (18 extraordinary resolution)thPursuant to the 18 resolution, the Board of Directors asks the shareholders at the General Meeting to delegate to it theauthority to issue shares and/or equity securities giving access to other equity securities and/or conferring the right to be
allotted debt securities and/or transferable securities giving access to equity securities to be issued, with shareholders'
preferential subscription rights, up to a maximum nominal amount of two hundred and six million euros (€206,000,000), itthbeing specified that the nominal amount of the capital increases carried out pursuant to this resolution as well as the 19 toth
the 27 resolutions put to the shareholders at this General Meeting shall count towards this limit.
The shares and/or equity securities granting access to other equity securities and/or granting the right to be allotted debt
securities and/or transferable securities granting access to equity securities to be issued pursuant to this delegation may
include debt securities or be associated with the issue of such securities, or allow the issue thereof, such as intermediate
securities. The nominal amount of the debt securities that may be issued pursuant to this delegation may not exceed seven
hundred and fifty million euros (€750,000,000) at the date of the decision to issue those securities.

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GENERAL MEETING OF 26 APRIL 2024
Presentation of proposed resolutions

8

The shareholders may exercise their preferential subscription rights, in accordance with the law, in proportion to their existing
shareholdings and, where applicable, for excess shares or transferable securities, if the Board of Directors so permits.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to theth
24 resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months
as from this General Meeting.

Issue of shares and/or equity securities giving access to other equity securities and/or conferring the rightto be allotted debt securities and/or transferable securities giving access to equity securities to be issued,
th
th
st
nd
without shareholders’ preferential subscription rights, through public offerings (19 , 20 , 21 and 22
extraordinary resolutions)
The Board of Directors asks the shareholders to delegate the authority to issue shares and/or equity securities granting
access to other equity securities and/or transferable securities granting access to equity securities to be issued, without
shareholders’ preferential subscription rights over the shares or transferable securities thus issued. These issues could be
carried out through public offerings other than those referred to in Article L. 411-2 of the French Monetary and Financialthth
Code (19 and 20 resolutions) or through public offerings restricted to a limited group of investors acting for their own
staccount or to qualified investors (21 resolution).
To be able to take advantage of opportunities on the market, the Board of Directors considers that it would be useful tohave the option to carry out capital increases on which shareholders' preferential subscription rights are disapplied, while
nevertheless setting more restrictive limits thereon than for capital increases on which shareholders' preferential subscription
rights are preserved.
thPursuant to the 19 resolution on the issue of shares, without shareholders' preferential subscription rights, through public
offerings other than those referred to in Article L. 411-2 of the French Monetary and Financial Code, the Board of Directors
will be obliged to grant shareholders a priority subscription period to acquire shares in proportion to their existing
shareholdings and/or to acquire excess shares, in accordance with applicable regulations.
thPursuant to the 20 resolution on the issue of shares, without shareholders' preferential subscription rights, through public
offerings other than those referred to in Article L. 411-2 of the French Monetary and Financial Code, the Board of Directors
will have the option of granting shareholders a priority subscription period to acquire shares in proportion to their existing
shareholdings and/or to acquire excess shares, in accordance with applicable regulations.
The nominal amount of capital increases without shareholders' preferential subscription rights and with a compulsory priority
subscription period, through public offerings other than those referred to in Article L. 411-2 of the French Monetary andth
Financial Code, which may be carried out pursuant to the 19 resolution, may not exceed eighty-two million euros
th(€82,000,000), it being specified that (i) the nominal amount of capital increases carried out pursuant to the 19 resolution,
th
st
nd
rd
th
as well as the 20 , 21 , 22 , 23 and 24 resolutions put before this General Meeting, shall count towards this limit, which is a
sub-limit common to all capital increases without shareholders' preferential subscription rights, through public offerings withand without a priority subscription period and (ii) the nominal amount of any capital increase carried out pursuant to theth
19 resolution shall count towards the overall nominal limit of two hundred and six million euros (€206,000,000) applicable toth
the capital increases referred to in paragraph 2 of the 18 resolution of the General Meeting of 26 April 2024.
The total nominal amount of capital increases without shareholders' preferential subscription rights and with an optional
priority subscription period, through public offerings other than those referred to in Article L. 411-2 of the French Monetarythand Financial Code, which may be carried out pursuant to the 20 resolution, may not exceed forty million euros
th(€40,000,000), it being specified that (i) the nominal amount of capital increases carried out pursuant to the 19 resolution,
st
nd
rd
th
as well as the 21 , 22 , 23 and 24 resolutions put before this General Meeting shall count towards this limit, which is a sublimit common to all capital increases without shareholders' preferential subscription rights, through public offerings without apriority subscription period and (ii) the nominal amount of any capital increase carried out pursuant to this delegation shallcount towards (x) the nominal limit of eighty-two million euros (€82,000,000) applicable to capital increases without
shareholders' preferential subscription rights, through public offerings (with a priority subscription period) as referred to inthparagraph 2 of the 19 resolution of this General Meeting and (y) the overall nominal limit of two hundred and six milliontheuros (€206,000,000) applicable to the capital increases referred to in paragraph 2 of the 18 resolution of this General
Meeting.

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The total nominal amount of capital increases without shareholders' preferential subscription rights, through public offerings
restricted to a limited group of investors acting for their own account or to qualified investors, which may be carried out
stpursuant to the 21 resolution, may not exceed forty million euros (€40,000,000), it being specified that the nominal amountstof capital increases carried out pursuant to the 21 resolution shall count towards: (i) the nominal limit of forty million euros(€40,000,000) applicable to capital increases without shareholders' preferential subscription rights, through public offeringsth(with or without a priority subscription period) as referred to in paragraph 2 of the 20 resolution of this General Meeting, (ii)the nominal limit of eighty-two million euros (€82,000,000) applicable to capital increases without shareholders' preferentialth
subscription rights, through public offerings (with a priority subscription period) as referred to in paragraph 2 of the 19
resolution of this General Meeting and (iii) the overall nominal limit of two hundred and six million euros (€206,000,000)thapplicable to the capital increases referred to in paragraph 2 of the 18 resolution of this General Meeting.
The Board of Directors shall be entitled to issue, through public offerings other than those referred to in Article L. 411-2 of theththFrench Monetary and Financial Code (19 and 20 resolutions) and/or through public offerings restricted to a limited group
stof investors acting for their own account and to qualified investors (21 resolution), shares and/or equity securities giving
access to other equity securities and/or transferable securities giving access to equity securities to be issued, which may
comprise, or be related to the issue of, debt securities, or enable them to be issued as intermediate securities. The nominalththstamount of the debt securities that may be issued pursuant to the 19 , 20 and 21 resolutions may not exceed seven
hundred and fifty million euros (€750,000,000) at the date of the decision to issue such shares and shall count towards thethoverall limit of seven hundred and fifty million euros (€750,000,000) set by the 18 resolution.
th

th

st

The issue price of the shares issued pursuant to the 19 , 20 and 21 resolutions will be fixed in accordance with the laws
and regulations in force at the time of issue, which currently provide for a price at least equal to the weighted average
price of the Company’s shares over the last three trading sessions on the Euronext Paris regulated market preceding thelaunch of the offer, less a discount of up to 10%.
In accordance with the provisions of Articles L. 225-136 and L. 22-10-52 of the French Commercial Code, you are, however,ndasked under the 22 resolution to authorise the Board of Directors, limited to 10% of the share capital in any 12-month
period, to set the issue price at the volume-weighted average price of the Company's shares on the Euronext Paris
regulated market during the final trading session before the issue price is set, less a discount of up to 10%.
The purpose of exercising the right described above would be to allow the Company, given the volatility of the markets, tobenefit from the opportunity to issue securities when the market conditions prevented it from carrying out an issue under theththst
price conditions set by the 19 , 20 and 21 resolutions.
thth

The Board of Directors proposes that these delegations, which would supersede the authorisations granted by the 25 , 26 ,thth
27 and 28 resolutions of the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months as fromthe General Meeting.

Authorisation for the Board of Directors to increase the amount of issues with or without shareholders'rdpreferential subscription rights (23 extraordinary resolution)
th

th

th

st

Subject to the adoption of the 18 , 19 , 20 and 21 resolutions on capital increases with or without shareholders’rdpreferential subscription rights, the shareholders are asked under the 23 resolution to authorise the Board of Directors, for aperiod of 26 months and with the right to sub-delegate in accordance with applicable laws and regulations, to approve
th
th
th
st
increases in the number of securities to be issued as part of any issue approved pursuant to the 18 , 19 , 20 and 21
resolutions of the General Meeting under the conditions provided for by the laws and regulations in force on the date ofissue (i.e. currently, within 30 days of subscriptions being closed, limited to 15% of each issue and at the same price used on
the initial issue). It is specified that the total nominal amount of the capital increases that may be carried out pursuant to therd
23 resolution shall count towards the limit stipulated in the resolution pursuant to which the issue is approved and thethoverall nominal limit stipulated for capital increases in the 18 resolution.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to theth
29 resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months
as from the General Meeting.

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8

Issue of shares and/or equity securities giving access to other equity securities and/or conferring the rightto be allotted debt securities and/or transferable securities giving access to equity securities to be issued,thin consideration for contributions in kind (24 extraordinary resolution)thPursuant to the 24 resolution, the shareholders are asked to delegate authority to the Board of Directors to issue shares
and/or equity securities giving access to other equity securities and/or transferable securities giving access to equity
securities to be issued, in consideratin for contributions in kind made to the Company and consisting of equity securities ortransferable securities giving access to the capital, limited to a nominal capital increase of 10% of the Company’s sharecapital, which shall count towards (i) the nominal limit of forty million euros (€40,000,000) applicable to capital increases
without shareholders' preferential subscription rights through public offerings (with or without a priority subscription period) as
threferred to in paragraph 2 of the 20 resolution of this General Meeting, (ii) the nominal limit of eighty-two million euros(€82,000,000) applicable to capital increases without shareholders' preferential subscription rights through public offeringsth(with a priority subscription period) as referred to in paragraph 2 of the 19 resolution of this General Meeting and (iii) the
overall nominal limit of two hundred and six million euros (€206,000,000) applicable to the capital increases referred to inthparagraph 2 of the 18 resolution of this General Meeting.
The nominal amount of debt securities that may be issued pursuant to this resolution shall count towards the overall limit ofthseven hundred and fifty million euros (€750,000,000) set by the 18 resolution.
This delegation would involve disapplying shareholders’ preferential subscription rights over the shares or transferable
securities thus issued in favour of the holders of the equity securities or transferable securities that are the subject of thecontributions in kind.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to theth
30 resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months
as from this General Meeting.
ththCapital increases restricted to employees (25 and 26 extraordinary resolutions)thPursuant to the 25 resolution, we ask that you delegate to the Board of Directors, for a period of 26 months, with the right to
sub-delegate, your authority to increase the share capital by issuing shares in the Company restricted to members of acompany savings plan, up to a limit of a maximum nominal amount of twelve million euros (€12,000,000), it being specified
that the nominal amount of any capital increase carried out pursuant to this delegation shall count towards the overallthnominal limit stipulated for capital increases provided for in the 18 resolution of the General Meeting and that the limitthunder this delegation would be combined with the limit provided for in the 26 resolution.
The subscription price of the shares issued will be determined under the conditions set out in Article L. 3332-19 of the French
Labour Code, it being specified that the maximum discount on the average share price quoted over the 20 trading sessions
preceding the decision fixing the opening date for subscriptions may not exceed 20%. The Board of Directors may reduce orcancel such discount, at its discretion, to take account of the legal, accounting, tax and social security systems applicablein the country of residence of certain beneficiaries. The Board of Directors may also decide to allocate shares, for no
consideration, to subscribers for new shares, in substitution for the discount and/or the employer matching contribution.
st

The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to the 31
resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of twenty-six (26) months asfrom this General Meeting.
thth

Following on from the 25 resolution, you are asked, in the 26 resolution, to delegate to the Board of Directors, for a periodof 18 months, with the right to sub-delegate as permitted by law, the authority to carry out one or more capital increases
restricted to (i) employees and/or corporate officers of the Company and/or companies related to the Company within themeaning of the provisions of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour
Code whose registered office is outside France; (ii) one or more mutual investment funds or other entities governed by
French or a foreign law, with or without legal personality, subscribing on behalf of persons referred to in section (i) above;and (iii) one or more financial institutions appointed by the Company to offer the persons referred to in section (i) above ashareholding plan comparable to those offered to employees of the Company in France.
Such a capital increase would enable employees, former employees and corporate officers of the Group who are resident
in certain countries to benefit, subject to any local regulatory or tax restrictions, from plans that are as close as possible, inthterms of economic profile, to those offered to the Group’s other employees pursuant to the 25 resolution.

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The nominal amount of the capital increases that may be carried out pursuant to this delegation will be limited to twelve
million euros (€12,000,000), it being specified that the nominal amount of any capital increase carried out pursuant to thisdelegation shall count towards (i) the nominal limit of twelve million euros (€12,000,000) applicable to capital increasesthrestricted to employees under the 25 resolution of this General Meeting and (ii) the overall nominal limit of two hundredthand six million euros (€206,000,000) applicable to capital increases under the 18 resolution of this General Meeting.
The subscription price of the securities issued pursuant to this delegation may not be more than 20% lower than the average
share price quoted over the 20 trading sessions preceding the decision fixing the opening date for subscriptions, or higher
than this average, and the Board of Directors may reduce or cancel such discount, at its discretion, to take account of thelegal, accounting, tax and social security systems applicable in the country of residence of certain beneficiaries. Moreover,where a transaction is carried out pursuant to this resolution concomitantly with a transaction carried out pursuant to theth
25 resolution, the subscription price for the shares issued pursuant to this resolution may be identical to the subscriptionthprice for the shares issued pursuant to the 25 resolution.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to thend
32 resolution of the shareholders at the General Meeting of 25 April 2023, be granted for a period of eighteen (18) months
as from this General Meeting.

Allotment of free shares to employees and/or corporate officers of the Company or related companiesth(27 extraordinary resolution)
Pursuant to Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French Commercial Code, you are asked to authorise
the Board of Directors, with the right to sub-delegate and for a period of 18 months beginning on the date of the General
Meeting, to carry out bonus allotments of the Company’s existing shares or shares to be issued, on one or more occasions,to certain employees and corporate officers of the Company and companies related to it within the meaning of Article L.
225-197-2 of the French Commercial Code. The definitive allotment of such shares will be subject, in whole or in part, toperformance conditions.
The total number of shares allotted under this authorisation may not exceed zero point five per cent (0.5%) of the number ofshares comprising the Company’s share capital on the date on which the Board of Directors resolves to allot such shares,
and shall count towards the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to capitalthincreases in the 18 resolution of this General Meeting. In addition, the maximum total number of bonus shares that may beallotted to the Company’s corporate officers under this authorisation may not represent more than twenty per cent (20%) of
all the shares allotted by the Board of Directors under this authorisation.
Any allotments of performance shares made pursuant to this proposed resolution would become definitive at the end of avesting period the length of which will be set by the Board of Directors, such period not being less than three years forcorporate officers and two years for recipients other than corporate officers. The minimum period over which the recipients
will be required to hold the shares in the Company will also be set by the Board of Directors, such period lasting at least one
year from the date on which the shares are definitively allotted (where shares are allotted with a vesting period of three
years or more, the holding period for the shares may be reduced or cancelled). The shares will, however, be definitively
allotted to the recipient together with the right to transfer them on an unrestricted basis, if the recipient suffers a disability
that falls within the second or third categories provided for in Article L. 341-1 of the French Social Security Code.
The Board of Directors proposes that this authorisation, which would supersede the authorisation granted pursuant to therd
33 resolution of the General Meeting of 25 April 2023, be granted for a period of eighteen (18) months as from the General
Meeting.

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88.3. Proposed resolutions
Ordinary resolutions
FIRST RESOLUTION(Approval of the Company’s statutory financial statements for the financial year ended on 31 December 2023)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the reports of the Board of Directors and of the statutory auditors, approve the Company’s
statutory financial statements for the financial year ended on 31 December 2023, including the statement of financial
position, the income statement and the notes, as presented to them, which show a net book profit of €254,637,513.52, as
well as the transactions reflected in those statements and summarised in those reports.

SECOND RESOLUTION(Approval of the Company’s consolidated financial statements for the financial year ended on 31 December 2023)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the reports of the Board of Directors and of the statutory auditors, approve the Company’s
consolidated financial statements for the financial year ended on 31 December 2023, including the statement of financial
position, the income statement and the notes, as presented to them, which show a profit of €475,3 million (Group share) as
well as the transactions reflected in those statements and summarised in those reports.

THIRD RESOLUTION(Allocation of the profit/loss for the financial year ended on 31 December 2023 and setting the dividend at €2.15 pershare)The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the reports of the Board of Directors and of the statutory auditors:
note that the profit for the financial year amounts to €254,637,513.52;
note that the amount carried forward is €156,900,409.56; i.e. a profit/loss available to be allocated of €411,537,923.08;
resolves to allocate that profit/loss as follows:
l
l

l
l
l

€5,068,126.33 to the legal reserve (5% of the profit);€262,921,743.45 to be distributed as dividends;€143,548,053.29 to retained earnings.

The dividends paid in respect of the treasury shares held by the Company on the date of payment will be allocated toretained earnings. In the event of a change in the number of shares carrying dividend rights prior to distribution, the total
amount of the dividend will be adjusted accordingly, and the balance allocated to retained earnings will be determinedon the basis of the dividend actually paid.
The shareholders at the General Meeting consequently resolve to pay a dividend of €2.15 per share.
The dividend to be distributed will be detached from the shares on 14 May 2024 and will be paid on 16 May 2024.
For individuals who are French tax residents who have not expressly and irrevocably opted to be taxed on all their income
at the progressive income tax rates, the dividend is subject in principle to the 30% prélèvement forfaitaire unique (single
fixed levy), made up of income tax (at 12.8%) and social security contributions (at 17.2%). For individuals who are French tax
residents who have so opted, such dividends will be subject to personal income tax at the progressive income tax rates andentitle them to the 40% allowance provided for by Article 158-3, 2° of the French General Tax Code.
Pursuant to Article 243 bis of the French General Tax Code, the shareholders at the General Meeting note that they havebeen informed that, in respect of the past three financial years, the following dividends and income have been distributed:

Financial year
2022
2021
2020

Income eligible for relief
Dividends€171,204,856.20 i.e. €1.40 per share€128,403,642.15 i.e. €1.05 per share€117,109,178 i.e. €0.95 per share

Other income distributed
Nil
Nil
Nil

Income not eligible
for relief
Nil
Nil
Nil

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FOURTH RESOLUTION(Statutory auditors’ special report on related-party agreements and commitments and observation that no newagreements have been entered into)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report presented pursuant to
Article L. 225-40 of the French Commercial Code, note that no new agreement of the type referred to in Article L. 225-38 ofthat Code has been entered into.

FIFTH RESOLUTION(Renewal of Marie-José Donsion's term of office as Director)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, on the recommendation of the Board of Directors, approve the renewal of the term of office of Marie-JoséDonsion as Director for a period of four years expiring at the end of the general shareholders’ meeting to be held in 2028 tovote on the financial statements for the year ended on 31 December 2027.

SIXTH RESOLUTION(Renewal of Pierre Vareille's term of office as Director)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, on the recommendation of the Board of Directors, approve the renewal of the term of office of Pierre Vareille as
Director for a period of four years expiring at the end of the general shareholders’ meeting to be held in 2028 to vote on thefinancial statements for the year ended on 31 December 2027.

SEVENTH RESOLUTION(Appointment of PricewaterhouseCoopers Audit as auditor in charge of the verification of information related tosustainability)

On the recommendation of the Board of Directors, the shareholders at the General Meeting approve the appointment ofPricewaterhouseCoopers Audit as auditor in charge of the verification of information related to sustainability until the end of
its term of office relating to the certification of annual and consolidated financial statements as statutory auditor of theCompany, i.e. until the end of the general shareholders’ meeting to be held in 2026 to vote on the financial statements forthe year ended on 31 December 2025.

EIGHTH RESOLUTION(Appointment of BM&A as auditor in charge of the verification of information related to sustainability)

On the recommendation of the Board of Directors, the shareholders at the General Meeting approve the appointment of
BM&A as auditors in charge of the verification of information related to sustainability until the end of its term of office
relating to the certification of annual and consolidated financial statements as statutory auditors of the Company, i.e. until
the end of the general shareholders’ meeting to be held in 2025 to vote on the financial statements for the year ended on
31 December 2024.

NINTH RESOLUTION(Approval of the compensation policy for the Chairman of the Board of Directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the compensation policy for
the Chairman of the Company’s Board of Directors not acting as Chief Executive Officer, as presented in the
aforementioned report.

TENTH RESOLUTION(Approval of the compensation policy for the Chief Executive Officer)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the compensation policy for
the Company’s Chief Executive Officer, as presented in the aforementioned report.

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ELEVENTH RESOLUTION(Approval of the compensation policy for the Directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the compensation policy for
the Directors, as presented in the aforementioned report.

TWELFTH RESOLUTION(Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kindpaid or awarded in respect of the financial year ended on 31 December 2023 to Michel Giannuzzi, Chairman of theCompany’s Board of Directors)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the fixed, variable andexceptional items comprising the total compensation and benefits in kind paid in the previous financial year or awarded in
respect of the same financial year to Michel Giannuzzi, Chairman of the Board of Directors, as presented in the
aforementioned report.

THIRTEENTH RESOLUTION(Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of any kindpaid or awarded in respect of the financial year ended on 31 December 2023 to Patrice Lucas, Chief Executive
Officer of the Company)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the fixed, variable andexceptional items comprising the total compensation and benefits in kind paid in the previous financial year or awarded in
respect of the same financial year to Patrice Lucas, Chief Executive Officer of the Company, as presented in the
aforementioned report.

FOURTEENTH RESOLUTION(Approval of the information required under Article L. 22-10-9 I. of the French Commercial Code relating to thecompensation of corporate officers)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the corporate governance report referred to in Article L. 225-37 of the French Commercial Codeand included in section 3.3 of the Company’s 2023 Universal Registration Document, approve the information referred to in
Article L. 22-10-9 I. of the French Commercial Code, as presented in the aforementioned report.

FIFTEENTH RESOLUTION(Authorisation granted to the Board of Directors to trade in the Company’s shares)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the Board of Directors’ report:
1. authorise the Board of Directors, with the right to sub-delegate as permitted by law, pursuant to Articles L. 22-10-62 etseq. of the French Commercial Code, to purchase, on one or more occasions and at such times as it shall determine, anumber of shares in the Company not exceeding:i.

10% of the total number of shares comprising the share capital, at any time whatsoever; orii. 5% of the total number of shares comprising the share capital in the case of shares acquired by the Company with aview to holding them and subsequently transferring them in payment or exchange as part of a merger, demerger orcontribution.
Such transactions may be effected at any time, in accordance with applicable regulations, other than during periods ofpublic offerings over the Company’s securities.
Such percentages shall apply to a number of shares adjusted by reference to any transactions that may affect theshare capital after this General Meeting.
The acquisitions made by the Company may not, under any circumstances, cause the Company to hold more than 10%of the shares comprising its share capital at any time whatsoever.

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2. resolve that such authorisation may be used to:i.

ensure liquidity and make a market in the Company’s securities through an investment service provider acting
independently under a liquidity agreement in accordance with the market practice adopted by the French
Financial Markets Authority on 22 June 2021;

ii. allot shares to corporate officers and employees of the Company and other Group entities, particularly within thescope of (i) profit-sharing arrangements; (ii) any Company stock option plan pursuant to Articles L. 225-177 et seq.
and L. 22-10-56 of the French Commercial Code; (c) any savings plan pursuant to Articles L. 3331-1 et seq. of theFrench Labour Code; or (d) any award of bonus shares pursuant to Articles L. 225-197-1 et seq. and L. 22-10-59 of theFrench Commercial Code, and to carry out any hedging in relation to such transactions, under the conditions set out
by the market authorities and at such times as the Board of Directors or the person acting on behalf of the Board of
Directors may determine;iii. deliver shares in the Company when exercising rights attached to transferable securities conferring entitlement,
directly or indirectly by way of redemption, conversion, exchange, presentation of a warrant or otherwise to be
allotted shares in the Company under applicable regulations, and to carry out any hedging in relation to suchtransactions, under the conditions set out by the market authorities and at such times as the Board of Directors or the
person acting on behalf of the Board of Directors may determine;
iv. hold the Company’s shares and subsequently deliver them in payment or exchange in connection with any
acquisition, merger, demerger or contribution transaction;
v. cancel all or some of the securities thus purchased, subject to the adoption of the sixteenth resolution of this General
Meeting or any resolution of the same nature;vi. implement any market practice accepted by the French Financial Markets Authority and in general carry out any
transaction in compliance with applicable regulations.
3. resolve that the maximum unit purchase price may not exceed fifty-four euros (€54) per share, excluding costs. However,the Board of Directors may, in the event that transactions are carried out that affect the Company’s share capital,
including alterations to the nominal value of the shares, capital increases through the capitalisation of reserves followedby the creation and allotment of bonus shares, stock splits or reverse stock splits, adjust the above-mentioned maximum
purchase price to reflect the impact of such transactions on the value of the Company’s shares;
4. resolve that the purchase, sale or transfer of such shares may be effected and paid for by any means permitted underapplicable regulations, on a regulated market, on a multilateral trading facility, with a systematic internaliser or over thecounter, in particular through block purchases or sales, through the use of options or other financial derivatives, warrants
or, more generally, transferable securities conferring entitlement to shares in the Company, at such times as the Board of
Directors may determine;
5. resolve that the Board of Directors has full authority, with the right to sub-delegate as permitted by law, to allocate and,
where appropriate, reallocate, to the extent permitted by relevant laws and regulations, shares bought back for one ofthe programme’s objectives to one or more of its other objectives, or to sell them on- or off-market;
All powers shall consequently be conferred on the Board of Directors, with the right to sub-delegate as permitted by law,
to implement this authorisation, to clarify the terms thereof where necessary and to establish the procedures therefor
under the conditions imposed by law and this resolution, and in particular to place all trading orders, enter into allagreements, particularly for keeping records of purchases and sales of shares, make all declarations to the French
Financial Markets Authority or any other competent authority, produce any information document, carry out any
formalities and, in general, take all necessary measures.
The Board of Directors shall inform the shareholders at the General Meeting, in the manner required by law andregulations, of the transactions carried out pursuant to this authorisation.
6. resolve that this authorisation, which supersedes the authorisation granted pursuant to the twenty-first resolution of theGeneral Meeting of 25 April 2023, is granted for a period of eighteen (18) months as from this General Meeting.

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Extraordinary resolutions
SIXTEENTH RESOLUTION(Authorisation granted to the Board of Directors to reduce the Company’s share capital by cancelling treasury
shares)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report:
1. authorise the Board of Directors, with the right to sub-delegate as permitted by law, to:i.

cancel, at its sole discretion, on one or more occasions, capped at 10% of the amount of the share capital inexistence on the date of cancellation (i.e. adjusted by reference to the transactions involving the Company’s sharecapital after the adoption of this resolution) over a 24-month period, all or some of the shares acquired by theCompany under a share buyback programme authorised by the shareholders;ii. correlatively reduce the share capital and allocate the difference between the buy-back price of the cancelledshares and their nominal value to the available premiums and reserves of its choice, including to the legal reserve,
capped at 10% of the share capital decrease effected.
2. confer all powers on the Board of Directors, with the right to sub-delegate as permitted by law, to establish the final
amount of the share capital decrease subject to the limits provided for by law and this resolution, to set the terms andconditions thereof, to certify the completion thereof, and to take any action, perform any formalities or make any
declarations with a view to finalising any share capital decreases that may be carried out pursuant to this authorisationand to amend the Articles of Association accordingly;
3. resolve that this authorisation, which supersedes the authorisation granted pursuant to the twenty-second resolution of
the General Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

SEVENTEENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital by capitalisation of reserves, profits or
premiums or any other amount for which capitalisation is allowed)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and in accordance with the provisions of the French
Commercial Code and in particular Articles L. 225-129, L. 225-129-2, L. 225-130 and L. 22-10-50 thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, their authority to increase theCompany’s share capital, on one or more occasions, in the proportions and at the times determined by it, bycapitalising reserves, profits or issue premiums resulting from mergers or contributions, or any other sum that may becapitalised by law and under the Articles of Association, to be effected by issuing new shares or by increasing thenominal amount of existing shares or by a combination of these two methods on the terms that it shall determine;
2. resolve that the nominal amount of the capital increases that may be approved by the Board of Directors and carriedout, immediately and/or in the future, pursuant to this delegation may not exceed eighty-two million euros (€82,000,000),
this limit being separate from the limit provided for in paragraph 2 of the eighteenth resolution below. This limit shall be
increased by the nominal value of any shares to be issued to protect, in the manner required by law and regulations
and any applicable contractual provisions, the rights of holders of transferable securities or other rights granting accessto the Company's share capital;
3. state that, in the event of a capital increase giving rise to bonus allotments of new shares, the Board of Directors may
resolve that rights to fractions of shares shall not be negotiable and that the corresponding shares shall be sold, in
accordance with the provisions of Articles L. 225-130 and L. 22-10-50 of the French Commercial Code, with the proceedsfrom the sale being paid to the holders of the rights within the timeframe provided for by applicable regulations;

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4. resolve that the Board of Directors shall have all powers, with the right to sub-delegate as permitted by law, toimplement this delegation, and in particular:i.

to determine the terms and conditions of the transactions authorised and in particular to set the amount and thenature of the reserves, profits, premiums or other sums to be capitalised, to set the number of new shares to be issuedor the amount by which the nominal amount of the existing shares comprising the share capital shall be increased, todetermine the date, which may be retroactive, from which the new shares shall carry the right to receive dividends
or the date on which the increase in the nominal amount shall take effect and to make any deductions from theissue premium or premiums, including for costs incurred in relation with the issues and, at its discretion, to deduct fromthe amount of the capital increase the sums necessary to increase the legal reserve to one tenth of the new sharecapital;ii. to take any measures designed to protect the rights of holders of transferable securities or other rights granting
access to the capital, in existence on the date of the capital increase;iii. to record the completion of the capital increase, to take all useful measures and to enter into all agreements toensure that the proposed transaction or transactions complete and, in general, to take any action and perform any
formalities to complete the capital increase or increases carried out pursuant to this delegation and to amend theCompany’s articles of association accordingly;
iv. to take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on
the regulated market of Euronext Paris;
5. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
6.

resolve that this delegation, which supersedes the delegation granted pursuant to the twenty-third resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

EIGHTEENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, with shareholders’ preferential
subscription rights, by issuing shares and/or equity securities granting access to other equity securities and/or
conferring the right to be allotted debt securities and/or transferable securities granting access to equity securities tobe issued)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-129 et seq., L. 22-10-49, L.
225-132, L. 225-133 and L. 228-91 et seq. thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, the authority to resolve to issue,
on one or more occasions, in the proportions and at the times it considers appropriate, both in France and abroad, ineuros or in foreign currencies, with shareholders’ preferential subscription rights, shares in the Company and/or equity
securities granting access to other equity securities and/or granting the right to be allotted debt securities and/ortransferable securities granting access to equity securities to be issued, which may be subscribed for in cash or by theamount payable being offset against amounts owed that are certain, liquid and payable, or, in full or in part, bycapitalising reserves, profits or premiums;
2. resolve that the total nominal amount of the capital increases that may be carried out immediately and/or in the future
under this delegation may not exceed two hundred and six million euros (€206,000,000) or the equivalent in any othercurrency, it being stipulated that the nominal amount of the capital increases carried out pursuant to this resolution as
well as the nineteenth to twenty-seventh resolutions submitted to the shareholders at this General Meeting shall counttowards this limit. This limit shall be increased by the nominal value of any shares to be issued to protect, in the mannerrequired by law and regulations and any applicable contractual provisions, the rights of holders of transferable securities
or other rights granting access to the Company's share capital;
3. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The total
maximum nominal amount of the debt securities that may be issued pursuant to this delegation may not exceed seven
hundred and fifty million euros (€750,000,000) or its equivalent value in foreign currencies, it being specified that thenominal amount of the debt securities that may be issued pursuant to this resolution as well as the nineteenth to twentyfourth resolutions put to the shareholders at this General Meeting shall count towards this limit;

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4. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
5. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation,either immediately or in the future;
6. resolve that the shareholders may exercise, under the conditions provided for by law, their preferential subscription rights
to subscribe for equity securities and/or for the transferable securities whose issue shall be approved by the Board of
Directors pursuant to this delegation of authority in proportion to their existing shareholdings. The Board of Directors shallhave the option of granting the shareholders the right to subscribe for a number of transferable securities in excess of thenumber for which they may subscribe on a proportional basis, pro rata to the subscription rights they hold and, in any
event, they shall not be issued with a number of shares that exceeds the number for which they applied;
If subscriptions in proportion to existing holdings and, where applicable, for excess shares are insufficient to absorb all theequity securities and/or transferable securities issued, the Board of Directors shall have the option, in the order
determined by it, either to limit the issue, in accordance with the law, to the amount of subscriptions received, provided
that the number of securities issued amounts to at least three-quarters of the issue that was initially approved, or to freely
distribute some or all of the securities not subscribed for among the persons of its choice, or to carry out a public offeringin the same way, on the French or international market, over some or all of the unsubscribed securities, the Board of
Directors being able to exercise any or all of the options described above;
7. further state that the Board of Directors, with the right to sub-delegate as permitted by law, may:i.

resolve on and set the characteristics of the issues of shares and transferable securities to be issued and, in particular,
their issue price (with or without an issue premium), the subscription and payment procedure and the date on which
they shall carry the right to receive dividends (which may be retroactive);

ii. in the event of the issue of share warrants, determine the number and characteristics thereof and resolve, at its
discretion, subject to the conditions and in accordance with the procedures set by it, that the warrants may beredeemed or bought back, or even allotted to the shareholders for no consideration in proportion to their rights tothe share capital;iii. more generally, determine the characteristics of all transferable securities and, in particular, the conditions andprocedure for the allotment of shares, the term of any borrowings in the form of bonds, whether or not they aresubordinated, the currency of issue, the terms of repayment of the principal, with or without a premium, theconditions and procedure for amortisation and, where appropriate, for purchase, exchange or early redemption,
the interest rates, whether fixed or variable, and the payment date; the interest rate may include a variable portion
calculated by reference to the Company’s business activities and income and deferred payment in the absence ofdistributable profits;
iv. resolve to use the shares acquired under a share buyback programme authorised by the shareholders for allotment
purposes as a result of the issue of transferable securities issued on the basis of this delegation;
v. take any measures designed to protect the rights of holders of transferable securities or other rights granting accessto the Company’s capital required by laws or regulations and by applicable contractual provisions;vi. if necessary, suspend the exercise of the rights attached to such transferable securities for a fixed period in
accordance with laws and regulations and applicable contractual provisions;vii. record the completion of any capital increases and issues of transferable securities, amend the articles of associationaccordingly, deduct the issue costs from the premiums and, at its discretion, deduct from the amount of the capitalincreases the sums necessary to increase the legal reserve to one tenth of the new share capital;viii. take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on aregulated market;
8. resolve that this delegation, which supersedes the delegation granted pursuant to the twenty-fourth resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

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NINETEENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities giving access to other equity securities and/or conferring
the right to be allotted debt securities and/or transferable securities giving access to equity securities to be issued,
with a compulsory priority period, through public offerings other than those referred to in Article L. 411-2 of the French
Monetary and Financial Code)The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report, and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-129 et seq., L. 225-135, L.
22-10-51, L. 225-136, L. 22-10-52, L. 22-10-54 and L. 228-92 thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, the authority to resolve to issue,
through public offerings, other than those referred to in Article L. 411-2 of the French Monetary and Financial Code, on
one or more occasions, in the proportions and at the times it considers appropriate, both in France and abroad, in euros
or in foreign currencies, without preferential subscription rights, shares in the Company and/or equity securities granting
access to other equity securities and/or conferring the right to be allotted debt securities and/or transferable securities
granting access to equity securities to be issued, which may be subscribed for in cash or by the amount payable being
offset against amounts owed that are certain, liquid and payable;
2. resolve that the total nominal amount of the capital increases that may be carried out immediately and/or in the future
pursuant to this delegation may not exceed eighty-two million euros (€82,000,000) or the equivalent in any othercurrency, it being specified that (i) the nominal amount of the capital increases carried out pursuant to this resolution as
well as to the twentieth, twenty-first, twenty-second, twenty-third and twenty-fourth resolutions submitted to theshareholders at this General Meeting shall count towards this limit; and (ii) the nominal amount of any capital increasecarried out pursuant to this delegation shall count towards the overall nominal limit of two hundred and six million euros(€206,000,000) provided for capital increases in paragraph 2 of the eighteenth resolution of this General Meeting;
These limits shall be increased by the nominal value of any shares to be issued to protect, in the manner required by law
and regulations and any applicable contractual provisions, the rights of holders of transferable securities or other rights
granting access to the Company's share capital;
3. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
4. resolve to disapply shareholders’ preferential subscription rights over the shares and over any other transferable securities
to be issued pursuant to this resolution;
5. resolve to grant shareholders a priority subscription period not giving rise to negotiable rights, which must be exercised inproportion to the number of shares held by each shareholder and, where applicable, in respect of excess shares, andconsequently delegate to the Board of Directors, with the right to sub-delegate, the authority to set the duration of andthe terms and conditions applicable to this period in compliance with applicable laws and regulations;
6. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The overallmaximum nominal amount of the debt securities that may be issued immediately or in the future pursuant to thisdelegation may not exceed seven hundred and fifty million euros (€750,000,000) or its equivalent value in foreign
currencies, it being specified that this amount shall count towards the overall nominal limit for issues of debt securities
provided for in paragraph 3 of the eighteenth resolution;
7. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation,either immediately or in the future;
8. resolve that, if the subscriptions are insufficient to absorb all the equity securities and/or transferable securities issued, theBoard of Directors shall have the option, in the order determined by it, either to limit the issue to the amount ofsubscriptions received, provided that the number of securities issued amounts to at least three-quarters of the issue that
was approved, or to freely distribute some or all of the securities not subscribed for among the persons of its choice, or tocarry out a public offering in the same way, the Board of Directors being able to use some or all of the above powers;

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9. further state that the Board of Directors, with the right to sub-delegate as permitted by law, may:i.

resolve on and set the characteristics of the issues of shares and transferable securities to be issued and, in particular,
their issue price (with or without an issue premium), the subscription and payment procedure and the date on which
they shall carry the right to receive dividends;

ii. in the event of the issue of share warrants, determine the number and characteristics thereof and resolve, at its
discretion, subject to the conditions and in accordance with the procedures set by it, that the warrants may beredeemed or bought back, or even allotted to the shareholders for no consideration in proportion to their rights tothe share capital;iii. more generally, determine the characteristics of all transferable securities and, in particular, the conditions andprocedure for the allotment of shares, the term of any borrowings in the form of bonds, whether or not they aresubordinated, the currency of issue, the terms of repayment of the principal, with or without a premium, theconditions and procedure for amortisation and, where appropriate, for purchase, exchange or early redemption,
the interest rates, whether fixed or variable, and the payment date; the interest rate may include a variable portion
calculated by reference to the Company’s business activities and income and deferred payment in the absence ofdistributable profits;
iv. set the issue price of the shares or transferable securities that may be created pursuant to the sub-sections above sothat the Company receives, for each share created or allotted irrespective of any financial consideration, regardlessof the form thereof (for example, interest, issue or redemption premium), a sum at least equal to the minimum pricestipulated by laws or regulations in force on the date of issue (i.e. at this date, the weighted average price of theCompany’s shares over the last three trading sessions on the Euronext Paris regulated market preceding the launchof the public offering within the meaning of Regulation (EU) No 2017/1129 of 14 June 2017, less a discount of up to10%);
v. resolve to use the shares acquired under a share buyback programme authorised by the shareholders for allotment
purposes as a result of the issue of transferable securities issued on the basis of this delegation;
vi. take any measures designed to protect the rights of holders of transferable securities or other rights granting accessto the Company’s capital required by laws or regulations and by applicable contractual provisions;vii. if necessary, suspend the exercise of the rights attached to such transferable securities for a fixed period in
accordance with laws and regulations and applicable contractual provisions;viii. record the completion of any capital increases and issues of transferable securities, amend the articles of associationaccordingly, deduct the issue costs from the premiums and, at its discretion, deduct from the amount of the capitalincreases the sums necessary to increase the legal reserve to one tenth of the new share capital;
ix. take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on aregulated market;
10. resolve that this delegation, which supersedes the delegation granted pursuant to the twenty-fifth resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTIETH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities granting access to other equity securities and/or
conferring the right to be allotted debt securities and/or transferable securities granting access to equity securities tobe issued, with an optional priority period, through public offerings other than those referred to in Article L. 411-2 ofthe French Monetary and Financial Code)The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report, and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-129 et seq., L. 225-135, L.
22-10-51, L. 225-136, L. 22-10-52, L. 22-10-54 and L. 228-92 thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, the authority to resolve to issue,
via public offerings, other than those referred to in Article L. 411-2 of the French Monetary and Financial Code, on one ormore occasions, in the proportions and at the times it considers appropriate, both in France and abroad, in euros or inforeign currencies, without preferential subscription rights, shares in the Company and/or equity securities granting
access to other equity securities and/or conferring the right to be allotted debt securities and/or transferable securities
granting access to equity securities to be issued, which may be subscribed for in cash or by the amount payable being
offset against amounts owed that are certain, liquid and payable;

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2. resolve that the total nominal amount of the capital increases that may be carried out immediately and/or in the future
pursuant to this delegation may not exceed forty million euros (€40,000,000) or the equivalent in any other currency, it
being specified that: (i) the nominal amount of capital increases without shareholders’ preferential subscription rights
carried out pursuant to this delegation and the delegation granted under the twenty-first, twenty-second, twenty-third
and twenty-fourth resolutions of this General Meeting shall count towards such limit and (ii) the nominal amount of any
capital increase carried out pursuant to this delegation shall count towards: (x) the nominal limit of eighty-two million
euros (€82,000,000) applicable to capital increases through public offerings without preferential subscription rights (with apriority subscription period) as referred to in paragraph 2 of the nineteenth resolution of this General Meeting; and (y)the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to capital increases in paragraph
2 of the eighteenth resolution of this General Meeting;
These limits shall be increased by the nominal value of any shares to be issued to protect, in the manner required by law
and regulations and any applicable contractual provisions, the rights of holders of transferable securities or other rights
granting access to the Company's share capital;
3. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
4. resolve to disapply shareholders’ preferential subscription rights over the shares and over any other transferable securities
to be issued pursuant to this resolution;
5. resolve that the Board of Directors may grant shareholders a priority subscription period not giving rise to negotiable
rights, which must be exercised in proportion to the number of shares held by each shareholder and, where applicable,
in respect of excess shares, and consequently delegate to the Board of Directors the authority to set the duration of andthe terms and conditions applicable to this period in compliance with applicable laws and regulations;
6. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The overallmaximum nominal amount of the issues of debt securities that may be carried out immediately or in the future pursuant
to this delegation may not exceed seven hundred and fifty million euros (€750,000,000) or its equivalent value in foreign
currencies, it being specified that this amount shall count towards the overall nominal limit for issues of debt securities
provided for in paragraph 3 of the eighteenth resolution;
7. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation,either immediately or in the future;
8. resolve that, if the subscriptions are insufficient to absorb all the equity securities and/or transferable securities issued, theBoard of Directors shall have the option, in the order determined by it, either to limit the issue to the amount ofsubscriptions received, provided that the number of securities issued amounts to at least three-quarters of the issue that
was approved, or to freely distribute some or all of the securities not subscribed for among the persons of its choice, or tocarry out a public offering in the same way, the Board of Directors being able to use all the powers indicated above orjust some of them;
9. further state that the Board of Directors, with the right to sub-delegate as permitted by law, may:i.

resolve on and set the characteristics of the issues of shares and transferable securities to be issued and, in particular,
their issue price (with or without an issue premium), the subscription and payment procedure and the date on which
they shall carry the right to receive dividends;

ii. in the event of the issue of share warrants, determine the number and characteristics thereof and resolve, at its
discretion, subject to the conditions and in accordance with the procedures set by it, that the warrants may beredeemed or bought back, or even allotted to the shareholders for no consideration in proportion to their rights tothe share capital;iii. more generally, determine the characteristics of all transferable securities and, in particular, the conditions andprocedure for the allotment of shares, the term of any borrowings in the form of bonds, whether or not they aresubordinated, the currency of issue, the terms of repayment of the principal, with or without a premium, theconditions and procedure for amortisation and, where appropriate, for purchase, exchange or early redemption,
the interest rates, whether fixed or variable, and the payment date; the interest rate may include a variable portion
calculated by reference to the Company’s business activities and income and deferred payment in the absence ofdistributable profits;

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iv. set the issue price of the shares or transferable securities that may be created pursuant to the sub-sections above sothat the Company receives, for each share created or allotted irrespective of any financial consideration, regardlessof the form thereof (for example, interest, issue or redemption premium), a sum at least equal to the minimum pricestipulated by laws or regulations in force on the date of issue (i.e. at this date, the weighted average price of theCompany’s shares over the last three trading sessions on the Euronext Paris regulated market preceding the launchof the public offering within the meaning of Regulation (EU) No 2017/1129 of 14 June 2017, less a discount of up
to 10%);
v. in the event that securities are issued as consideration for securities that are contributed as part of a public
exchange offer (or a mixed public offer or alternative purchase or exchange offer or any other offer with an
exchange component), set the exchange ratio as well as any balancing cash payment to be made, disapplying theprice calculation methods set out in paragraph 9.iv, record the number of securities contributed to the exchange
and set the terms of issue;
vi. resolve to use the shares acquired under a share buyback programme authorised by the shareholders for allotment
purposes as a result of the issue of transferable securities issued on the basis of this delegation;vii. take any measures designed to protect the rights of holders of transferable securities or other rights granting accessto the Company’s capital required by laws or regulations and by applicable contractual provisions;viii. if necessary, suspend the exercise of the rights attached to such transferable securities for a fixed period in
accordance with laws and regulations and applicable contractual provisions;ix. record the completion of any capital increases and issues of transferable securities, amend the articles of associationaccordingly, deduct the issue costs from the premiums and, at its discretion, deduct from the amount of the capitalincreases the sums necessary to increase the legal reserve to one tenth of the new share capital;
x. take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on aregulated market;
10. resolve that this delegation, which supersedes the delegation granted pursuant to the twenty-sixth resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTY-FIRST RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares and/or equity securities giving access to other equity securities and/or conferring
the right to be allotted debt securities and/or transferable securities giving access to equity securities to be issued, aspart of public offerings referred to in sub-section 1 of Article L. 411-2 of the French Monetary and Financial Code)The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-129 et seq., L. 225-135, L.
225-136, L. 22-10-49, L. 22-10-51, L. 22-10-52 and L. 228-91 et seq. thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, the authority to resolve to issue,
through public offerings referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code,subject to the conditions and limits provided for by laws and regulations, on one or more occasions, in the proportions
and at the times it shall choose, both in France and abroad, in euros or in foreign currencies, without shareholders’preferential subscription rights, shares in the Company and/or equity securities granting access to other equity securities
and/or conferring the right to be allotted debt securities and/or transferable securities granting access to equity
securities to be issued, which may be subscribed for in cash or by the amount payable being offset against amounts
owed that are certain, liquid and payable;

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2. resolve that the total nominal amount of the capital increases that may be carried out immediately and/or in the future
pursuant to this delegation may not exceed forty million euros (€40,000,000) or the equivalent in any other currency, it
being specified, however, that this amount may not exceed 20% of the share capital over any 12-month period andshall count towards (i) the nominal limit of forty million euros (€40,000,000) applicable to capital increases through public
offerings without preferential subscription rights (with or without a priority subscription period) in paragraph 2 of thetwentieth resolution submitted to this General Meeting, (ii) the nominal limit of eighty-two million euros (€82,000,000)
applicable to capital increases through public offerings without preferential subscription rights (with a priority subscription
period) in paragraph 2 of the nineteenth resolution submitted to this General Meeting and (iii) the overall nominal limit of
two hundred and six million euros (€206,000,000) applicable to the capital increases referred to in paragraph 2 of theeighteenth resolution submitted to this General Meeting. These limits shall be increased by the nominal value of any
shares to be issued to protect, in the manner required by law and regulations and any applicable contractual
provisions, the rights of holders of transferable securities or other rights granting access to the Company's share capital;
3. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
4. resolve to disapply shareholders’ preferential subscription rights over the shares and over any other transferable securities
to be issued pursuant to this resolution;
5. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The overallmaximum nominal amount of the issues of debt securities that may be made, immediately or in the future, based on thisdelegation may not exceed seven hundred and fifty million euros (€750,000,000) or its equivalent value in foreign
currencies, it being specified that this amount shall count towards the overall nominal limit for issues of debt securities
provided for in paragraph 3 of the eighteenth resolution submitted to this General Meeting;6. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation,either immediately or in the future;
7. resolve that, if the subscriptions are insufficient to absorb all the equity securities and/or transferable securities issued, theBoard of Directors shall have the option, in the order determined by it, either to limit, in accordance with the law, theissue to the amount of subscriptions received, provided that the number of securities issued amounts to at least threequarters of the issue that was approved, or to freely distribute some or all of the securities not subscribed for among thepersons of its choice, or to carry out a public offering in the same way, the Board of Directors being able to use all thepowers indicated above or just some of them;
8. further state that the Board of Directors, with the right to sub-delegate as permitted by law, may:i.

resolve on and set the characteristics of the issues of shares and transferable securities to be issued and, in particular,
their issue price (with or without an issue premium), the subscription procedure and the date on which they shallcarry the right to receive dividends;

ii. in the event of the issue of share warrants, determine the number and characteristics thereof and resolve, at its
discretion, subject to the conditions and in accordance with the procedures set by it, that the warrants may beredeemed or bought back;iii. more generally, determine the characteristics of all transferable securities and, in particular, the conditions andprocedure for the allotment of shares, the term of any borrowings in the form of bonds, whether or not they aresubordinated, the currency of issue, the terms of repayment of the principal, with or without a premium, theconditions and procedure for amortisation and, where appropriate, for purchase, exchange or early redemption,
the interest rates, whether fixed or variable, and the payment date; the interest rate may include a variable portion
calculated by reference to the Company’s business activities and income and deferred payment in the absence ofdistributable profits;
iv. set the issue price of the shares or transferable securities that may be created pursuant to the sub-sections above sothat the Company receives, for each share created or allotted irrespective of any financial consideration, regardlessof the form thereof (for example, interest, issue or redemption premium), a sum at least equal to the minimum pricestipulated by laws or regulations in force on the date of issue (i.e. at this date, the weighted average price of theCompany’s shares over the last three trading sessions on the Euronext Paris regulated market preceding the launchof the public offering within the meaning of Regulation (EU) No 2017/1129 of 14 June 2017, less a discount of up
to 10%);

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v. resolve to use the shares acquired under a share buyback programme authorised by the shareholders for allotment
purposes as a result of the issue of transferable securities issued on the basis of this delegation;
vi. take any measures designed to protect the rights of holders of transferable securities required by laws or regulations
and by applicable contractual provisions;vii. if necessary, suspend the exercise of the rights attached to such transferable securities for a fixed period in
accordance with laws and regulations and contractual provisions;viii. record the completion of any capital increases and issues of transferable securities, amend the articles of associationaccordingly, deduct the issue costs from the premiums and, at its discretion, deduct from the amount of the capitalincreases the sums necessary to increase the legal reserve to one tenth of the new share capital;
ix. take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on aregulated market;
9. resolve that this delegation, which supersedes the delegation granted pursuant to the twenty-seventh resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTY-SECOND RESOLUTION(Authorisation granted to the Board of Directors, in the event of an issue without shareholders' preferential
subscription rights, through public offerings, to set the issue price in accordance with the procedure decided by theGeneral Meeting, up to a limit of 10% of the share capital per annum)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report, and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-136 and L. 22-10-52 thereof:
1. authorise the Board of Directors, with the right to sub-delegate as permitted by law, in the event of the issue of shares
and/or any other transferable securities granting access, either immediately or in the future, to the Company’s sharecapital, without shareholders’ preferential subscription rights, through public offerings other than those referred to in
Article L. 411-2 of the French Monetary and Financial Code or public offerings referred to in paragraph 1 of Article L.
411-2 of the French Monetary and Financial Code, under the conditions, particularly regarding the amount, set out inthe eighteenth, nineteenth and twentieth resolutions, to derogate from the price-setting conditions provided for in the
resolutions referred to above and to determine the issue price in accordance with the following conditions:i.

the issue price of the shares shall be at least equal to the average weighted price of the Company’s shares on theEuronext Paris regulated market on the day before the issue price is set, less a discount of up to 10%;ii. the issue price of the transferable securities granting access to the share capital shall be such that the amountreceived immediately by the Company plus any amount that may subsequently be received by the Company is, foreach share in the Company issued as a result of the issue of such transferable securities, at least equal to the amountreferred to above;
2. resolve that the total nominal amount of the capital increases that may be carried out pursuant to this resolution may
not exceed 10% of the share capital over a 12-month period (the share capital being calculated on the date of thedecision to set the issue price), it being specified that this amount shall count towards (i) for the capital increases
referred to in the twentieth and twenty-first resolutions, the nominal limit of forty million euros (€40,000,000) applicable tocapital increases without preferential subscription rights through public offerings (with or without a priority period)
referred to in paragraph 2 of the twentieth resolution submitted to this General Meeting, (ii) the nominal limit of eightytwo million euros (€82,000,000) applicable to capital increases through public offerings without preferential subscription
rights (with a priority subscription period) in paragraph 2 of the nineteenth resolution submitted to this General Meetingand (iii) the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to the capital increases
referred to in paragraph 2 of the eighteenth resolution submitted to this General Meeting. These limits shall be increasedby the nominal value of any shares to be issued to protect, in the manner required by law and regulations and any
applicable contractual provisions, the rights of holders of transferable securities or other rights granting access to theCompany's share capital;

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3. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The overallmaximum nominal amount of the issues of debt securities that may be made, immediately or in the future, based on thisdelegation may not exceed seven hundred and fifty million euros (€750,000,000) or its equivalent value in foreign
currencies, it being specified that this amount shall count towards the overall nominal limit for issues of debt securities
provided for in paragraph 3 of the eighteenth resolution submitted to this General Meeting;
4. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
5. resolve that the Board of Directors shall have the authority to implement this authorisation, and specifically to enter into
all agreements to this effect, particularly with a view to the successful completion of any issue, to record the completion
and amend the articles of association accordingly, and to carry out all formalities and make all declarations andrequest any authorisations required in order to successfully complete any issue;
6. resolve that this authorisation, which supersedes the authorisation granted pursuant to the twenty-eighth resolution of
the General Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTY-THIRD RESOLUTION(Authorisation granted to the Board of Directors to increase the amount of an issue, with or without shareholders'
preferential subscription rights)
The shareholders at the General Meeting, voting under the conditions required for extraordinary general meetings, after
reviewing the statutory auditors’ special report and the Board of Directors’ report, and subject to the adoption of theseventeenth, eighteenth, nineteenth and twentieth resolutions of this General Meeting, in accordance with the provisions ofArticle L. 225-135-1 of the French Commercial Code:
1. authorise the Board of Directors, with the right to sub-delegate as permitted by law, to resolve to increase the number of
securities to be issued as part of each issue, with or without shareholders' preferential subscription rights, approved
pursuant to the eighteenth, nineteenth, twentieth and twenty-first resolutions of this general meeting under theconditions provided for by laws and regulations in force on the date of issue (i.e. currently, within thirty (30) days ofsubscriptions being closed, limited to 15% of each issue and at the same price used on the initial issue);
2. resolve that the total nominal amount of the capital increases that may be carried out pursuant to this delegation shallcount towards the limit stipulated in the resolution pursuant to which the issue is approved and the overall nominal limitof two hundred and six million euros (€206,000,000) applicable to capital increases in paragraph 2 of the eighteenth
resolution submitted to this General Meeting. This limit shall be increased by the nominal value of any shares to be issued
to protect, in the manner required by law and regulations and any applicable contractual provisions, the rights ofholders of transferable securities or other rights granting access to the Company's share capital;
3. resolve that the transferable securities granting access to the Company’s share capital may comprise debt securities or
be associated with the issue of such securities, or even allow the issue thereof, as intermediate securities. The overallmaximum nominal amount of the issues of debt securities that may be made, immediately or in the future, based on thisdelegation may not exceed seven hundred and fifty million euros (€750,000,000) or its equivalent value in foreign
currencies, it being specified that this amount shall count towards the overall nominal limit for issues of debt securities
provided for in paragraph 3 of the eighteenth resolution submitted to this General Meeting;
4. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
5. resolve that this authorisation, which supersedes the authorisation granted pursuant to the twenty-ninth resolution of theGeneral Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

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TWENTY-FOURTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or equity
securities giving access to other equity securities and/or conferring the right to be allotted debt securities and/ortransferable securities giving access to equity securities to be issued, in consideration for contributions in kind)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report and inaccordance with the provisions of the French Commercial Code and in particular Articles L. 225-129 et seq., L. 225-147, L.
22-10-49, L. 22-10-53 and L. 228-92 thereof:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, the authority to issue, based on
the report of a capital contributions auditor or auditors, on one or more occasions, in the proportions and at the times it
shall choose, both in France and abroad, in euros or in foreign currencies, shares in the Company and/or equity
securities granting access to other equity securities and/or conferring the right to be allotted debt securities and/ortransferable securities granting access to equity securities to be issued, in consideration for contributions in kind granted
to the Company and consisting of equity securities or transferable securities granting access to the share capital, incircumstances in which the provisions of Article L. 22-10-54 of the French Commercial Code do not apply;
2. resolve that the total nominal amount of the capital increases that may be carried out pursuant to this delegation may
not exceed 10% of the share capital (assessed at the date of the Board of Directors’ resolution on the issue) or theequivalent in any other currency, it being specified that the nominal amount of any capital increase carried out
pursuant to this delegation shall count towards (i) the nominal limit of forty million euros (€40,000,000) applicable to thecapital increases without preferential subscription rights through public offerings (with or without a priority period)
referred to in paragraph 2 of the twentieth resolution submitted to this General Meeting, (ii) the nominal limit of eightytwo million euros (€82,000,000) applicable to the capital increases without preferential subscription rights through public
offerings (with a priority period) referred to in paragraph 2 of the nineteenth resolution submitted to this General
Meeting, (iii) the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to the capitalincreases referred to in paragraph 2 of the eighteenth resolution submitted to this General Meeting. This limit shall be
increased by the nominal value of any shares to be issued to protect, in the manner required by law and regulations
and any applicable contractual provisions, the rights of holders of transferable securities or other rights granting accessto the Company's share capital;
3. resolve that the transferable securities granting access to the Company’s share capital or conferring the right to be
allotted debt securities in the Company may comprise debt securities or be associated with the issue of such securities,
or even allow the issue thereof, as intermediate securities. The overall maximum nominal amount of the issues of debt
securities that may be made, immediately or in the future, based on this delegation may not exceed seven hundredand fifty million euros (€750,000,000) or its equivalent value in foreign currencies, it being specified that this amount shallcount towards the overall nominal limit for issues of debt securities provided for in paragraph 3 of the eighteenth
resolution submitted to this General Meeting;
4. resolve to disapply shareholders’ preferential subscription rights to the shares and other transferable securities to beissued under this resolution in favour of the holders of the equity securities or transferable securities that are the subject of
the contributions in kind;
5. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
6. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation;
7. further state that the Board of Directors, with the right to sub-delegate as permitted by law, may:i.

decide, based on the report of the capital contributions auditor or auditors, on the value of the capital contributions
and the grant of any special benefits;

ii. set the characteristics of the issues of shares and transferable securities to be issued and, in particular, their issue price(with or without an issue premium), the exchange ratio and the cash balance (if any), the subscription procedureand the date on which they shall carry the right to receive dividends;

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iii. at its sole discretion, deduct the costs of the capital increase or increases from the premiums relating to suchcontributions and deduct from that amount the sums necessary to increase the legal reserve to one tenth of the newshare capital following each increase;iv. take any measures designed to protect the rights of holders of transferable securities or other rights granting accessto the Company’s capital required by laws or regulations and by applicable contractual provisions;v. record the completion of any issues of shares and transferable securities, make any amendments to the articles ofassociation required as a result of the completion of any capital increase, deduct the costs of issue from thepremium, at its discretion, and carry out all formalities and make all declarations and request any authorisations
required in order to complete such contributions;vi. take all measures and carry out all formalities required for the newly issued securities to be admitted to trading on aregulated market.
8. resolve that this delegation, which supersedes the delegation granted pursuant to the thirtieth resolution of the General
Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTY-FIFTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing Company shares restricted to members of a company savings plan)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report, and inaccordance with the provisions of Articles L. 225-129-2, L. 225-129-6, L. 225-138, L. 22-10-49 and L. 225-138-1 of the French
Commercial Code and Articles L. 3332-18 et seq. of the French Labour Code:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, their authority to issue new shares,
on one or more occasions, at its sole discretion, in the proportions and at the times it shall choose, both in France andabroad, such issue being restricted to eligible employees, former employees and corporate officers of the Company
and/or of the companies related to the Company within the meaning of Article L. 225-180 of the French Commercial
Code and Article L. 3344-1 of the French Labour Code, who are members of a company savings plan;
2. disapply, in favour of such members, shareholders’ preferential subscription rights over the shares that may be issued
pursuant to this authorisation and waive any rights to any bonus shares that may be allotted in respect of the discountand/or the employer matching contribution;
3. resolve that the nominal amount of the capital increases that may be carried out pursuant to this delegation of authority
may not exceed twelve million euros (€12,000,000) or the equivalent in any other currency, it being specified that (i) the
nominal amount of the capital increases carried out pursuant to this resolution and the twenty-sixth resolution submitted
to this General Meeting shall count towards this limit; and (ii) the nominal amount of any capital increase carried out
pursuant to this resolution shall count towards the overall nominal limit of two hundred and six million euros (€206,000,000)
applicable to the capital increases referred to in paragraph 2 of the eighteenth resolution submitted to this General
Meeting. These limits shall be increased by the nominal value of any shares to be issued to protect, in the mannerrequired by law and regulations and any applicable contractual provisions, the rights of holders of transferable securities
or other rights granting access to the Company's share capital;
4. resolve that the subscription price of the shares issued pursuant to this delegation shall be determined under theconditions set out in Article L. 3332-19 of the French Labour Code, it being specified that the maximum discount on the
average share price quoted over the twenty (20) trading sessions preceding the decision fixing the opening date forsubscriptions may not exceed 20%. At the time of implementation of this delegation, however, the Board of Directors
may reduce the amount of the discount on a case-by-case basis, particularly as a result of tax, employment and social
security or accounting restrictions applicable in the countries in which the Group’s entities participating in the capitalincreases are established. The Board of Directors may also decide to allocate shares, for no consideration, to subscribers
for new shares, in substitution for the discount and/or the employer matching contribution;

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5. resolve that the Board of Directors shall have all powers, with the right to sub-delegate as permitted by law, toimplement this delegation, within the limits and under the conditions set out above, to:i.

approve the issue of new shares in the Company;

ii. draw up a list of the companies whose eligible employees, former employees and corporate officers may benefit
from the issue, set the conditions that the beneficiaries must meet to be able to subscribe, either directly or through amutual investment fund, for the shares to be issued under this delegation of authority;iii. set the amount of such issues and establish the prices and the dates of subscription, the terms of each issue and theconditions of subscription and payment for and delivery of the shares issued under this delegation of authority, as
well as the date, which may be retroactive, from which the new shares shall carry the right to receive dividends;
iv. resolve, pursuant to Article L. 3332-21 of the French Labour Code, to allot new or existing shares, for no consideration,
in respect of the employer matching contribution and/or, where appropriate, in respect of the discount, provided
that their monetary value, assessed at the subscription price, does not cause the limits provided for in Article L.
3332-11 of the French Labour Code to be exceeded and, in the event that new shares are issued in respect of the
discount and/or the employer matching contribution, to capitalise the necessary reserves, profits or issue premiums inorder to pay up such shares;
v. set the period granted to subscribers to pay for their securities;
vi. record the completion of the capital increase at the amount of the shares that are actually subscribed for andamend the articles of association;vii. at its sole discretion, deduct the costs of the capital increase or increases from the premiums relating to such capitalincreases and deduct from that amount the sums necessary to increase the legal reserve to one tenth of the newshare capital following each increase;viii. in general, take any measures and carry out any formalities relevant to the issue and listing of the shares issued as aresult of the capital increases and any correlative amendments to the articles of association under this delegation.
6. resolve that this delegation, which supersedes the delegation granted pursuant to the thirty-first resolution of the General
Meeting of 25 April 2023, is granted for a period of twenty-six (26) months as from this General Meeting.

TWENTY-SIXTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential
subscription rights, by issuing shares reserved to a specific category of beneficiaries)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report and inaccordance with the provisions of Articles L. 225-129 et seq., L. 22-10-49 and L. 225-138 of the French Commercial Code:
1. delegate to the Board of Directors, with the right to sub-delegate as permitted by law, their authority to issue new shares,
on one or more occasions, at its sole discretion, in the proportions and at the times it shall choose, both in France andabroad, such issue being restricted to one or more categories of beneficiaries who meet the following conditions: (i)they are employees and/or corporate officers of the Company and/or companies related to the Company within themeaning of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code whose
registered office is outside France; (ii) the shares are subscribed for on behalf of persons referred to in sub-section (i)above by one or more mutual investment funds or other entities governed by French or foreign law, with or without legal
personality; and (iii) one or more financial institutions are appointed by the Company to offer the persons referred to in
sub-section (i) above a shareholding plan comparable to those offered to employees of the Company in France;
2. disapply, in favour of such beneficiaries, shareholders’ preferential subscription rights over the shares that may be issued
pursuant to this delegation of authority;
3. note that this delegation shall require the shareholders to waive their preferential subscription rights over the Company’s
equity securities to which they may be entitled as a result of the transferable securities issued pursuant to this delegation,either immediately or in the future;

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4. resolve that the nominal amount of the capital increase that may be carried out pursuant to this delegation of authority
may not exceed twelve million euros (€12,000,000) or the equivalent in any other currency, it being specified that thenominal amount of any capital increase carried out pursuant to this delegation shall count towards (i) the nominal limitof twelve million euros (€12,000,000) provided for in paragraph 3 of the twenty-fifth resolution of this General Meetingand (ii) the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to the capital increases
referred to in paragraph 2 of the eighteenth resolution submitted to this General Meeting. These limits shall be increasedby the nominal value of any shares to be issued to protect, in the manner required by law and regulations and any
applicable contractual provisions, the rights of holders of transferable securities or other rights granting access to theCompany's share capital;
5. resolve that the subscription price of the shares issued pursuant to this delegation may not be more than 20% lower than
the average share price quoted over the twenty (20) trading sessions preceding the decision fixing the opening date forsubscriptions, or higher than this average. At the time of implementation of this delegation, however, the Board of
Directors may reduce the amount of the discount on a case-by-case basis, particularly as a result of tax, employment
and social security or accounting restrictions applicable in any country in which the Group’s entities participating in thecapital increases are established. Moreover, where a transaction is carried out pursuant to this resolution concomitantlywith a transaction carried out pursuant to the twenty-fourth resolution, the subscription price for the shares issued
pursuant to this resolution may be identical to the subscription price for the shares issued pursuant to the twenty-fourth
resolution.
6. resolve that the Board of Directors shall have all powers, with the right to sub-delegate as permitted by law, toimplement this delegation, within the limits and under the conditions set out above, to:i.

draw up a list of the beneficiaries of each issue, from the categories of beneficiaries defined above, and of thenumber of shares to be subscribed for by each beneficiary pursuant to this delegation of authority;

ii. set the amount of such issues and establish the prices and the dates of subscription, the terms of each issue and theconditions of subscription and payment for and delivery of the shares issued under this delegation of authority, as
well as the date, which may be retroactive, from which the new shares shall carry the right to receive dividends;
iii. set the period granted to subscribers to pay for their securities;
iv. record the completion of the capital increase at the amount of the shares that will be actually subscribed for andamend the articles of association;v. at its sole discretion, deduct the costs of the capital increase or increases from the premiums relating to such capitalincreases and deduct from that amount the sums necessary to increase the legal reserve to one tenth of the newshare capital following each increase;vi. in general, take any measures and carry out any formalities relevant to the issue and listing of the shares issued as aresult of the capital increases and any correlative amendments to the articles of association under this delegation.
7. resolve that this delegation, which supersedes the authorisation granted pursuant to the thirty-second resolution of theGeneral Meeting of 25 April 2023, is granted for a period of eighteen (18) months as from this General Meeting.

TWENTY-SEVENTH RESOLUTION(Authorisation to the Board of Directors to carry out bonus allotments of existing shares or shares to be issued, without
shareholders’ preferential subscription rights, to certain employees and corporate officers of the Company andrelated companies)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for ordinary general
meetings, after reviewing the Board of Directors’ report and the statutory auditors’ special report and in accordance withthe provisions of Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French Commercial Code:
1. authorise the Board of Directors, pursuant to Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French
Commercial Code and subject to the conditions defined in this resolution, to make bonus allotments of shares in the
Company, either in issue or to be issued, on one or more occasions, to recipients of its choice from among theemployees (or certain categories of employee) and corporate officers (or certain categories of corporate officer) of theCompany and/or the companies related to it within the meaning of Article L. 225-197-2 of the French Commercial
Code;

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2. resolve that the total number of bonus shares allotted under this authorisation may not exceed zero point five per cent
(0.5%) of the number of shares comprising the Company’s share capital on the date on which the Board of Directors
resolves to allot such shares, and that the aggregate nominal amount of the capital increases that may result therefrom
shall count towards the overall nominal limit of two hundred and six million euros (€206,000,000) applicable to capitalincreases in paragraph 2 of the eighteenth resolution submitted to this General Meeting. In all circumstances, the total
number of bonus shares that are allotted may not exceed the limits set by Articles L. 225-197-1 et seq. of the French
Commercial Code. This limit does not take account of any adjustments that may be made to protect any rights of therecipients of the bonus shares;
3. resolve that the maximum total number of bonus shares that may be allotted to the Company’s corporate officers
under this resolution may not represent more than twenty per cent (20%) of all the shares that may be allotted pursuant
to this authorisation and that the vesting of the shares allotted under this authorisation will be subject to performance
conditions;4. resolve that the shares will be definitively allotted to their recipients at the end of a vesting period, the length of which
will be set by the Board of Directors, such period not being less than three years for corporate officers and two years forrecipients other than corporate officers and that the minimum period over which the recipients will be required to holdthe shares in the Company will also be set by the Board of Directors, such period lasting at least one year from the dateon which the shares are definitively allotted. However, where shares are allotted with a vesting period of three years or
more, the holding period for the shares may be reduced or cancelled with the result that the shares may be transferredwithout restriction once definitively allotted;
5. resolve that, where a recipient suffers a disability that falls within the second or third categories provided for in Article L.
341-1 of the French Social Security Code, the shares may, exceptionally, be definitively allotted immediately and no
holding period will apply to the shares, which will be immediately transferable;
6. resolve that the Board of Directors will determine the identity of the recipients and the number of bonus shares that may
be allotted to each of them, together with the vesting conditions, including performance conditions for allotments ofshares to the Company’s corporate officers;
7. record that this authorisation automatically entails an express waiver by the shareholders, in favour of the recipients ofthe shares that are the subject of the bonus allotment, (i) of their preferential subscription rights over the shares that areissued and that are the subject of the bonus allotment, (ii) of the share of reserves, profits or premiums that will becapitalised in the event of a bonus allotment of shares that are issued and (iii) of any rights over existing shares that are
the subject of a bonus allotment. The corresponding capital increase will be completed as a result of the shares being
definitively allotted to their recipients;
8. grant all powers to the Board of Directors, subject to the limits set out above, with the right to sub-delegate as permitted
by law, to implement this authorisation, and specifically to:i.

determine whether the bonus shares are existing shares or shares to be issued;ii. determine the identity of the recipients of the share allotments and the number of shares to be allotted to each
recipient;iii. determine all terms, conditions and procedures applicable to the bonus share plan(s);iv. adjust the number of shares to be allotted in the event of transactions involving the Company’s share capital or
equity that have the effect of altering the value of the shares comprising the share capital, in order to protect therights of the recipients of the bonus shares;
v. set the conditions and determine the criteria, dates and procedures for the allotment of shares, including theminimum vesting period and the length of any holding period applicable to each recipient, record the definitive
allotment dates and, based on legal restrictions, the dates from which the shares may be freely transferred and, ingeneral, take any necessary steps and enter into any agreements to complete the proposed allotments.
9. resolve that the Board of Directors shall also have the authority, with the right to sub-delegate as permitted by law andregulations, in the event that new shares are issued, to deduct the amounts required to pay up those shares from thereserves, profits or issue premiums, record the completion of the capital increases carried out pursuant to thisauthorisation, amend the articles of association accordingly and, in general, carry out all necessary actions andformalities;

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10. resolve that the Board of Directors shall not be entitled, unless otherwise previously authorised by the General Meeting,to exercise its rights under this delegation of authority between the date on which a third party registers a public offer
concerning the shares in the Company and the end of the offer period;
11. note that, each year, the Board of Directors will inform the shareholders at the ordinary general meeting, as required bylaws and regulations, in particular paragraph 1 of Article L. 225-197-4 of the French Commercial Code, of thetransactions carried out pursuant to this resolution;
12. resolve that this authorisation, which supersedes the authorisation granted pursuant to the thirty-third resolution of theGeneral Meeting held on 25 April 2023, is granted for a period of eighteen (18) months as from this General Meeting.

TWENTY-EIGTH RESOLUTION(Powers to carry out legal formalities)
The shareholders at the General Meeting, voting under the conditions of quorum and majority required for extraordinary
general meetings, confer all powers on the bearer of copies or extracts of these minutes to carry out all legal formalities.

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ADDITIONAL
INFORMATION

9.1.

Persons responsible

478

9.1.1. Person responsible for the Universal
Registration Document478

9.1.2. Declaration by the person responsible

478

9.1.3. Third-party information, experts’ reports
and declarations of interest

478

9.1.4. Persons responsible for auditing thefinancial statements

479

9.2.

Glossary

480

9.3.

Documents available to the public

483

9.4.

Tables of concordance

483

9.4.1. Table of concordance with the sectionsof Annex 1 of Commission DelegatedRegulation (EU) 2019/980

9.4.2. Table of concordance with
the information requiredin the management report486

9.4.3. Table of concordance with theinformation required in the annual
financial report488

9.4.4. Table of concordance with theinformation required in the corporate
governance report489

9.4.5. Table of concordance of employeerelated, environmental and social
information

490

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ADDITIONAL INFORMATION
Persons responsible

9.1. Persons responsible
9.1.1. Person responsible for the Universal Registration Document
Patrice Lucas, Chief Executive Officer of Verallia.

9.1.2. Declaration by the person responsible“I declare that the information contained in this Universal Registration Document is, to the best of my knowledge, in
accordance with the facts and makes no omission likely to affect its import.
I certify that, to the best of my knowledge, the financial statements are prepared in accordance with applicableaccounting standards and give a true and fair view of the assets and liabilities, financial position and results of theCompany and of all its consolidated entities, and the information included in this Universal Registration Document referringto the management report of the Board of Directors listed in the table of concordance provided in section 9.4.2 of this
Universal Registration Document gives a true and fair view of the evolution of the business, results and financial position of
the Company and of all its consolidated entities as well as a description of the main risks and uncertainties they face.”
Courbevoie, 28 March 2024
Patrice Lucas,
Chief Executive Officer

9.1.3. Third-party information, experts’ reports and declarationsof interest
This Universal Registration Document contains information about the Group’s markets and its positioning in these markets,
including information on the size of these markets, their competitive environment and dynamics, and the outlook for growthin these markets. In addition to the estimates made by the Group, the elements on which the Group has based its
statements herein come primarily from a market study conducted by Advancy at the Company’s request in connection
with the Company’s initial public offering (a study that has since been updated by the Group), as well as from studies andstatistics published by independent third parties and professional organisations and from data published by the Group’s
competitors, suppliers and customers.
To the Company’s knowledge, the information taken from third-party sources has been faithfully reproduced in this Universal
Registration Document, and no fact has been omitted that would make this information incorrect or misleading. The
Company cannot, however, guarantee that a third party using different methods to collect, analyse or calculate the dataon these markets would obtain the same results.

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Persons responsible

99.1.4. Persons responsible for auditing the financial statements
PricewaterhouseCoopers Audit
Member of the Compagnie régionale des Commissaires aux comptes de Versailles
Represented by Nicolas Brunetaud
63, rue de Villiers
92200 Neuilly-sur-Seine, France
Appointed by the General Meeting of the Company’s Shareholders on 10 June 2020 for a term of six years, i.e. until theOrdinary General Meeting called to approve the financial statements for the year ending 31 December 2025.

BM&A
Member of the Compagnie régionale des Commissaires aux comptes de Paris
Represented by Eric Seyvos
11, rue de Laborde
75008 Paris, France
Appointed by decision of the sole shareholder on 24 July 2019 for a term of six years, i.e. until the Ordinary General Meeting
called to approve the financial statements for the year ending 31 December 2024.

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ADDITIONAL INFORMATION
Glossary

9.2. Glossary
Adjusted EBITDA

Corresponds to operating profit adjusted for depreciation, amortisation and impairment,
restructuring costs, acquisition and M&A costs, hyperinflationary effects, costs related to
management share ownership plans, impacts of subsidiary disposals and risks, site closureand carve-out costs, and other items.

Adjusted EBITDA margin

The adjusted EBITDA margin corresponds to the amount of adjusted EBITDA in relation torevenue.

Alpha index

The alpha coefficient is used by many glass manufacturers (see NF H35-077). It determines
the level of lightweighting of an item independently of its capacity, and therefore allows
several items to be compared with each other. Calculation formula: weight / volume^0.8
according to the NF H35-077 standard.

Bag-in-box

Means a supple pouch equipped with a tap and enclosed in a 3-to-10-litre box, used for
selling and conserving wine.

Biodiversity corridor

Refers to all the habitats necessary for the realisation of a species’ lifecycle that arefunctionally connected to each other.

Blank mould

Refers to the mould used in the production of hollow glass to transform the material into ahollow partially formed container.

CAGR

Stands for “compound annual growth rate”.

Capex

Short for “capital expenditure”, represents purchases of property, plant and equipment andintangible assets necessary to maintain the value of an asset and/or adapt to market
demand or to environmental and health and safety constraints, or to increase the Group’s
capacity. It excludes the purchase of securities. Capex corresponds to the item “Purchasesof property, plant and equipment and intangible assets” in the consolidated statement ofcash flows.

Carbon leakage

A situation where a company avoids the costs of climate policies by moving its production toanother country which has less stringent emission rules.

Cash conversion

Defined as the ratio between cash flows and adjusted EBITDA.

Cash flows

Defined as (i) operating profit adjusted for depreciation, amortisation and impairment,
restructuring costs, acquisition and M&A costs, hyperinflationary effects, costs related to
management share ownership plans, impacts of subsidiary disposals and risks, site closureand carve-out costs, and other items (i.e. adjusted EBITDA) less (ii) Capex.

Commercial teams

Functions identified in the sales and marketing segments.

CulletMeans the crushed glass added to the raw materials used in the production of glass.

Deposit

An additional sum of money paid by the consumer for the packaging and refunded upon
return of the packaging to the store.

ECOVA

Represents a range of bottles - “ECO” for eco-design and “VA” for the value added to the
product.

ECOVADIS

A social and environmental performance rating platform for global supply chains.

EGO

Refers to a range of eco-designed products from Chile - “Enhanced Geometric Objects”.

EHS

Refers to the “Environment, Hygiene and Safety” policy.

External cullet

Means glass collected from individuals and from CHRs “Cafés Hotels Restaurants”.

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Glossary

9

Feeders

Fireproof conduits that take glass from a furnace to a forming machine. Feeders allow theglass to be conditioned at the right temperature corresponding to the viscosity level
necessary to work with glass.

FEVE

The European Container Glass Federation (Fédération Européenne des Fabricantsd’Emballages en Verre).

Finishing

Means the decoration of glass using various techniques.

Finishing mould

Refers to the mould used in the production of hollow glass to give the product its final shape.

Forming

Means the technique through which a compact mass of molten glass (gob) is moulded intoa hollow glass shape using a metal plunger or blown air.

Glass sand

Refers to very small-sized raw glass (0-4mm fraction).

Gob

Means a compact mass of molten glass.

HoReCaHotels, restaurants and cafés.

InsettingThis involves identifying the Company’s impacts (social, climate, water, biodiversity etc.) andcommitting to socio-economic and/or environmental projects that will offset these impacts.

Internal cullet

Means glass from manufacturing rejects.

IS machine

An industry standard hollow glass forming machine with “sections” working in parallel,
generally about 6 to 16 in number. An IS machine can simultaneously form 1, 2, 3 or 4 items ineach section – we then speak of “simple, double, triple or quadruple gob”. A machine with
10 forming sections producing two gobs each is abbreviated as an IS 10 DG and has 10 x 2 =20 finishing moulds.

ISO 22000

A standard which guarantees that food risk to consumers is managed and taken into
account throughout the production process.

kT

Kilotonnes.

Latin America

Includes production sites located in Brazil, Argentina and Chile.

LCV

Lower Calorific Value.

Melting

Means the first step in the melting of glass in production furnaces.

Net external financial debt/ Refers to the ratio between (i) net financial debt as included in Note 17.1 to the Group’s
Adjusted EBITDA ratio
consolidated financial statements for the year ended 31 December 2023, taking into
account only debt incurred with third parties, and (ii) adjusted EBITDA.
Net financial debt/Adjusted Refers to the ratio between (i) net financial debt as included in Note 17.1 to the Group’s
EBITDA ratio
consolidated financial statements for the year ended 31 December 2023, and (ii) adjusted
EBITDA.
New products

Northern
EuropeandProducts that have been produced and marketed for a period of less than five years at thedate of this Universal Registration Document.
Eastern Includes production sites located in Germany, Russia, Ukraine, Poland and England.

Operating cash flows

Defined as cash flows plus the change in operating working capital requirement.

Organic growth

Corresponds to revenue growth at constant exchange rates and scope.

PET

Refers to polyethylene terephthalate, a rigid, transparent plastic used in packaging.

RCA

Root Cause Analysis.

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ADDITIONAL INFORMATION
Glossary

Satin-finishing

Refers to a decoration technique that consists in making glass opaque via a chemicaltreatment (acid bath) or an electrostatic and thermal treatment (sand blasting).

Screen-printing

Refers to a decoration technique that uses ceramic enamels to vary the thickness, colour
and substance of the glass.

Scope 1

“Direct emissions” = CO2 emissions within the physical perimeter of the plant, i.e. carbonatedraw materials, heavy and domestic fuel oil, natural gas (fusion and non-fusion).

Scope 2

“Indirect emissions” = emissions related to the power consumption required to run the plant.
The following are excluded from Scope 1 and Scope 2 emissions, in accordance with the
GHG Protocol and its emission categories:

Scope 3lemissions from office buildings, decoration plants; andlcullet treatment centres as, based on our estimates and benchmark data, they represent
less than 1% of total Scope 1 and Scope 2 emissions.

“Other indirect emissions” = all other greenhouse gas emissions that are not directly related tothe plant’s operations but to all other stages of the product’s life cycle.
In accordance with the completeness requirements of the GHG Protocol, only insignificant
sources were excluded (application of the < 1% threshold).

Southern and Western
EuropeIncludes production sites located in France, Italy, Spain and Portugal.

SpreadRepresents the difference between (i) the increase in selling prices applied by the Groupafter passing on any increases in its production costs, and (ii) the increase in its production
costs. The spread is positive when the increase in selling prices applied by the Group is
greater than the increase in its production costs.

TF1

Accident frequency rate with lost time per million hours worked.

TF2

Accident frequency rate with or without lost time per million hours worked.

TPG

Tonne of Packed Glass or tonne of Good Glass.

Verallia “division”

There are three of them:•Southern and Western Europe,•Northern and Eastern Europe,•Latin America.

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ADDITIONAL INFORMATION
Tables of concordance

9.3. Documents available to the public
The Company’s Articles of Association, minutes of General Meetings and other statutory documents, as well as any
valuation or report prepared by an expert at the Company’s request that must be made available to shareholders inaccordance with applicable regulations, may be consulted at the Company’s registered office.

9.4. Tables of concordance
9.4.1. Table of concordance with the sections of Annex 1of Commission Delegated Regulation (EU) 2019/980
The table of concordance below makes it possible to identify the information in this document that is referred to in Annex 1
presenting the different sections of a universal registration document.
Information
1
Persons responsible, third-party information, experts’ reports and competent authority
approval

Sections

1.1
1.2
1.3
1.4
1.5
2
2.1
2.2
3
4
4.1
4.2
4.3
4.4
5
5.1
5.2
5.3
5.4
5.5

Persons responsible for the information
Declaration by the person responsible
Experts’ reports and declarations of interest
Third-party information
Declaration relating to the party with the authority to approve the document
Statutory Auditors
Information about the Statutory Auditors
Information about the potential resignation or non-reappointment of the Statutory Auditors
Risk factors
Information about the issuer
Legal and commercial name of the issuer
Place of registration of the issuer, its registration number and legal entity identifier
Date of incorporation and length of life of the issuer
Domicile, legal form and legislation under which the issuer operates
Business overview
Principal activities
Principal markets
Important events in the development of the issuer’s business
Description of the strategy and objectives
Extent to which the issuer is dependent on patents or licences, industrial, commercial or
financial contracts or new manufacturing processes

9.1.1
9.1.2
9.1.3
9.1.3
Cover page

5.6
5.7
5.7.1
5.7.2

Basis for any statements made by the issuer regarding its competitive position
Investments
Description of the issuer’s material investments
Description of the investments of the issuer that are in progress, including the geographic
distribution of these investments, and the investments that the issuer plans to make1.1.1; 1.2.1.2
1.2.1.3
1.2.1.3; 5.3.1
1.2.1.3; 5.3.2

5.7.3

Provide information relating to the joint ventures and undertakings in which the issuer holds a
proportion of the capital likely to have a significant effect on the assessment of its own assets
and liabilities, financial position or profits and losses.

6.1 Notes 3.2, 3.3 and
22.1

5.7.4

Describe any environmental issues that may affect the issuer’s utilisation of its property, plantand equipment

2

6
6.1
6.2

Organisational structure
Description of the Group
List of significant subsidiaries

9.1.4
N/A
4
7
7.1.1
7.1.2
7.1.3
7.1.4
1.3
1.1.1.2; 1.1.2
5.1; 5.2.1
1.2.2
1.4.2

7.6.2
7.6.3

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ADDITIONAL INFORMATION
Tables of concordance

Information
7
Analysis of the financial position and results
7.1
Financial condition
7.1.1
Review of the business for the periods presented
7.1.2
Indications of the issuer’s likely future development and R&D activities
7.2
Operating results
7.2.1
Events affecting the issuer’s income from operations
7.2.2
Reasons for material changes in net sales or revenues
8
Capital resources
8.1
Information concerning the issuer’s capital
8.2
Sources and amounts of, and a description of, the issuer’s cash flows
8.3
Information on the borrowing requirements and funding structure of the issuer
8.4
Information regarding any restrictions on the use of capital resources materially affecting theissuer’s operations
8.5
9
9.1

Anticipated sources of funds needed to fulfil the issuer’s commitments
Regulatory environment
Description of the governmental, economic, fiscal, monetary or political policies or factorsthat have materially affected or could materially affect the issuer’s operations

10
10.1

Trend information

10.2

The most significant trends in production, sales and inventory, and costs and selling prices,since the end of the last financial year
Any significant change in the financial performance of the issuer
Known trends, uncertainties, demands, commitments or events that are reasonably likely tohave a material effect on the issuer’s prospects for at least the current financial year

11
12
12.1
12.2

Profit forecasts or estimates
Administrative, management and supervisory bodies and senior management
Information about members of the issuer’s administrative, management or supervisory bodies
Administrative, management and supervisory bodies and senior management conflicts ofinterest

13
13.1
13.2

Remuneration and benefits
Amount of remuneration paid and benefits in kind granted
Total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension,
retirement or similar benefits

14
14.1
14.2
14.3
14.4
14.5

Board practices
Date of expiration of current terms of officeMembers of the administrative, management and supervisory bodies’ services contracts
Information about the issuer’s committees
Statement of compliance with the corporate governance regime
Potential material impacts on corporate governance, including changes in the board andcommittees composition

15
15.1
15.2
15.3
16
16.1
16.2
16.3
16.4
17
17.1

Employees
Number of employees
Shareholdings and stock options
Arrangements for involving the employees in the capital of the issuer
Major shareholders
Shareholders with more than 5% of the capital
Existence of different voting rights
Issuer’s controlling or non-controlling interests
Arrangements the operation of which may result in a change in control of the issuer
Related party transactions
Details of related party transactions

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Sections
5
5.2.1
1.4
5.2.1.5
5.2.1
5.2.1
6.3 Note 3.3
5.2.5
5.2.3
N/A
5.2.3; 5.2.5
1.5.3

1.2.1; 5.4.1
6.1 Note 25 ; 6.3 Note 7
5.4.1
5.4.2
3.1.1
3.1.3
3.3.2
3.3.1.3(e)3.1.1.2
3.1.3.2
3.1.5
3.1.1.1
3.1.1.2
6.1 Note 19
7.2.5
7.2.5
7.3.6.1
7.1.5.3
7.2.2
7.2.3
5.6.2; 6.1 Note 22
5.6.2; 6.1 Note 22

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ADDITIONAL INFORMATION
Tables of concordance

Information
18
Financial information concerning the issuer’s assets and liabilities, financial position and profits
and losses

Sections

18.1
18.2
18.3
18.4
18.5
18.6
18.7
19
19.1
19.1.119.1.219.1.3

Historical financial information
Interim and other financial information
Auditing of historical annual financial information
Pro forma financial information
Dividend policy
Legal and arbitration proceedings
Significant change in the issuer’s financial or commercial position
Additional information
Share capital
Amount of issued capital and information about each class of share capital
Number and characteristics of shares not representing capital
Number, book value and face value of shares held by or on behalf of the issuer itself or by
subsidiaries of the issuer

6.1; 6.3
N/A
6.2; 6.5
N/A
5.5
6.1 Note 18.1
5.2.7

19.1.419.1.5

Amount of any convertible securities, exchangeable securities or securities with warrants
Information about the terms of any acquisition rights and/or obligations over authorised but
unissued capital or an undertaking to increase the capital

7.3.2
7.3.3

19.1.6

Information about any capital of any member of the group which is under option or agreed
conditionally or unconditionally to be put under option

7.3.4

19.1.719.2
19.2.119.2.219.2.3

History of the share capital for the period covered by the historical financial information
Memorandum and Articles of Association
Description of the issuer’s objects and purposes and Trade and Companies Register number
Description of the rights, preferences and restrictions attaching to each class of shares
Provisions having the effect of delaying, deferring or preventing a change in control of theissuer

7.2.4
7.1.5
7.1.2; 7.1.5.1
7.1.5.3
7.3.6

20
21

Material contracts
Documents available

7.5.1
7.5.1
7.3
6.3 Notes 1, 3.1.1 and
3.2

5.2.8
9.3

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ADDITIONAL INFORMATION
Tables of concordance

9.4.2. Table of concordance with the information requiredin the management report
The table of concordance below makes it possible to identify the information in this Universal Registration Document that isincluded in the management report in accordance with the applicable legal and regulatory provisions and in particularwith Articles L. 225-100 et seq. of the French Commercial Code.
Themes1
1.1

Sections
Information on the Company’s activity
Presentation of the activity (particularly progress made and difficulties encountered) and the
profits and losses of the Company, each subsidiary and the Group

1; 6.1; 5

1.2

Analysis of the change in the business, results, financial position and in particular the debt of
the Company and the Group

5

1.3
1.4
1.5
1.6

Foreseeable developments for the Company and/or the GroupKey financial and non-financial indicators of the Company and the Group
Significant events after the closing date of the Company and the Group
Information about its objectives and policy for hedging each major category of anticipatedtransactions for which hedge accounting is used, as well as its exposure to price, credit,
liquidity and cash flow risks. This information includes the Company’s use of financial
instruments.

5.4
5
6.3 Note 7; 6.1 Note 25

1.7
1.8

Description of the main risks and uncertainties of the Company and the Group
Information on the financial risks related to the effects of climate change and presentation of
the measures that the Company is taking to reduce them by implementing a low-carbon
strategy in all components of its activity

2; 4.1.3

1.9
1.10

Information on the R&D of the Company and the GroupKey characteristics of the internal control and risk management procedures implemented by
the Company relating to the development and processing of accounting and financial
information

4.2; 3.1.5.1

1.11
1.12

Note about existing branches
Activity and results of the Company as a whole, its subsidiaries and controlled companies bybusiness segment

2
2.1
2.2

Legal, financial and tax information of the Company
Breakdown, identity of persons and changes in share ownership
Names of controlled companies participating in the Company’s treasury shares andpercentage of capital held by them

2.3

Significant equity interests acquired during the financial year in companies whose registeredoffices are in France

N/A

2.4

Notification of the ownership of more than 10% of shares in the capital of another company;
disposal of cross-shareholdings

N/A

2.5
2.6

Share buybacks
Acquisition and disposal by the Company of its treasury shares in view of their allocation toemployees (share buyback)

2.7
2.8
2.9
2.10
2.11

Statement of employee holdings in the share capital
Works council opinion on changes to the economic or legal organisation
Five-year summary
Net profit (loss) for the financial year and proposed allocation of the profit/loss

4.1.4; 6.1 Note 20

4

1.4

N/A
5; 6.1

7.2.1
N/A

6.1 Note 16.2
6.1 Note 16.2
7.2.5
N/A
6.4
8.3

Issue of securities giving access to capitall Information on how the adjustment was calculated, andN/Al the results of this adjustment

2.12
2.13
2.14

Amounts of dividends approved for distribution in respect of the three previous years
Amount of non-tax-deductible expenses and charges
Payment terms and breakdown of the balance of trade payables and receivables bymaturity date

5.5; 8.3
N/A
6.4

2.15
2.16
2.17

Injunctions or monetary penalties for anti-competitive practices
Information on regulated agreements with continuing effects during the financial year
Securities acquired by employees in the context of an employee buyout operation

N/A
5.6.1
N/A

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ADDITIONAL INFORMATION
Tables of concordance

Themes3
3.1

Sections
Information about corporate officers
N/A

In the event of stock-option awards, disclose the information used by the Board of Directors tomake its decision to:l either prohibit executives from exercising their options before termination of their office,l or require them to hold all or a portion of the shares resulting from options already

3.2
3.3

exercised in registered form until termination of their office (specifying the portion thus set)
Summary statement of transactions involving the Company’s shares by executives andrelated persons
In the event of free share grants, disclose the information used by the Board of Directors tomake its decision to:

7.3.6.9
3.3.1.3(c)l either prohibit executives from transferring the free shares granted to them before

termination of their office;l or set the quantity of such free shares that they are required to retain in registered form until

4
4.1
4.2
5
5.1

5.2

termination of their office (specifying the portion thus set)
The Company’s CSR information
Non-Financial Performance Statement
Information on facilities classified as at risk
Other information
The amount of loans with a maturity of less than two years granted by the Company, as anaccessory to its main activity, to micro-enterprises, SMEs or mid-cap companies with which it
has economic ties that justify it

2
N/A
N/A

Information on payments made to the authorities of each of the States or territories in which
the Company carries out the following activities: exploration, prospecting, discovery,
exploitation or extraction of hydrocarbons, coal and lignite, metal ores, stones, sand andclays, chemical minerals and mineral fertilisers, peat, salt or other mineral resources; or the
exploitation of primary forests
Information about the use of the French Competitiveness and Employment Tax Credit (Crédit
d’impôt pour la compétitivité et l’emploi – CICE)

N/A

5.4

Special report on share subscription and call options granted to corporate officers andemployees

N/A

5.5

Special report on free share grants to corporate officers and employees made during thefinancial year

N/A

5.6

Vigilance plan:

2.6

5.3

N/A

l risk mapping in order to identify, analyse and rank risks
l regular procedures for assessing the situation of subsidiaries, subcontractors or suppliers withwhom there is an established commercial relationship, with respect to risk mapping

l appropriate actions to mitigate risks or prevent serious damagel a mechanism for warning and for collecting reports about the existence or occurrence ofrisks, prepared in agreement with the representative trade union organisations in therelevant company

l a mechanism for monitoring implemented measures and evaluating their efficiency

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ADDITIONAL INFORMATION
Tables of concordance

9.4.3. Table of concordance with the information required in theannual financial report
The table of concordance below makes it possible to identify the information in this Universal Registration Document that isincluded in the annual financial report in accordance with Articles L. 451-1-2 of the French Monetary and Financial Codeand 222-3 of the General Regulation of the AMF.
Themes1

Declaration of the individuals responsible for the annual financial report

Sections
9.1.2

2
2.1

Management report
Objective and comprehensive analysis of changes in the Company’s business, results andfinancial position, especially its debt situation, with respect to the volume and complexity ofthe business and/or Group

2.2
2.3
2.4

Foreseeable changes in the Company and/or GroupKey financial and non-financial indicators of the Company and the Group
Information on the financial risks related to the effects of climate change and presentation of
the measures that the Company is taking to reduce them by implementing a low-carbon
strategy in all components of its activity

5.4
5.2.2; 2; 6.1 Note 4.2
2; 4.1.3

2.5

Information about its objectives and policy for hedging each major category of anticipatedtransactions for which hedge accounting is used, as well as its exposure to price, credit,
liquidity and cash flow risks. This information includes the Company’s use of financial
instruments

4.1.4; 6.1 Note 20

2.6

Key characteristics of internal control and risk management procedures implemented by theCompany relating to the development and processing of accounting and financial
information

4.2; 3.1.5.1(b)

2.7
2.8
3
3.1
3.2
3.3
3.4

Description of the main risks and uncertainties facing the Company
Acquisition and disposal by the Company of its treasury shares (share buyback)Financial statements and reports
Individual financial statements
Statutory Auditors’ report on the individual financial statements
Consolidated financial statements
Statutory Auditors’ report on the consolidated financial statements

4
6.1 Note 16.2
6
6.3
6.5
6.1
6.2

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9.4.2
5; 6.3

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ADDITIONAL INFORMATION
Tables of concordance

9.4.4. Table of concordance with the information required in thecorporate governance report
The table of concordance below makes it possible to identify the information in this Universal Registration Document that isincluded in the corporate governance report in accordance with the applicable legal and regulatory provisions and inparticular with Article L. 225-37 of the French Commercial Code.
Themes1

List of offices and positions held in any company by each corporate officer during thefinancial year

Sections
3.1.1.2

2

Agreements made, directly or through another party, between one of the corporate officers
or a shareholder with a holding of more than 10% and another company in which the former
directly or indirectly owns more than half of the capital

5.6

3

Summary table of outstanding delegations granted by the General Meeting regarding capitalincreases and featuring the use made of those delegations during the financial year

7.5.3

4
5

Choice relating to the management model

3.2
3.3.1 ; 8.3

Executive and Directors compensation policy (Say on Pay)l Ex ante vote: draft resolutions drawn up by the Board of Directors relating to the

mandatory prior vote by shareholders on the compensation of executives and directors
and on the components of said compensationl Decision-making process to determine the compensation and criteria for distributing andallocating the fixed, variable and exceptional components of total compensation andbenefits in kind attributable to executivesl Criteria for distributing the annual fixed amount allocated by the General Meeting todirectors

l post vote on the components of variable or exceptional compensation granted or6

allocated during the financial year ended
Information on the compensation of corporate officers

3.3.2

l Total compensation and benefits of any kind that each of the corporate officers holding atleast one office in a company with shares admitted to trading on a regulated market
received during the year from the Company, the companies it controls and the Company
that controls it

l Commitments of any kind and their terms, made by this company alone for the benefit of7

its corporate officers (only those who also hold an office in a listed company of the samegroup), corresponding to components of compensation, indemnities or benefits due orthat may be due as a result of the assumption, termination or change in their duties orsubsequent to the exercise of such duties, such as pension liabilities and other annuity
benefits
Where free shares have been granted to executives: information on the terms (set by the
Board of Directors or Supervisory Board) relating to the disposal of these shares while these
executives are in office

3.3.2

8
9
10
11
12
13
14
15

Pay equity ratio and information on the pay gap between corporate officers and employees
Required disclosures concerning pension liabilities and other annuity benefits
Composition and conditions for preparing and organising Board proceedings
Any limitations placed by the Board of Directors on the powers of the Chief Executive Officer
Chosen Corporate Governance Code and any discarded provisions of the CodeSpecial terms for participating in General Meetings
Information concerning items that may have an impact in the event of a takeover bid
Application of the principle of balanced gender representation on the Board of Directors andSupervisory Board

3.3.3
3.3.1.2(e); 3.3.1.3(e)3.1.1; 3.1.4
3.2.2
3.1.1.1
7.1.5.5
7.3.6
3.1.4.7(d)16Description of the procedure for making regular checks on whether agreements relating to
day-to-day operations and carried out at arm’s length meet these conditions andimplementation of said procedure

3.1.4.7(b)VERALLIA 2023 UNIVERSAL REGISTRATION DOCUMENT

489

9

ADDITIONAL INFORMATION
Tables of concordance

9.4.5. Table of concordance of employee-related, environmental
and social information
Please refer to section 2.7 Annexes "Non-Financial Performance Statement table of concordance"

490

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