Press Release of April 28, 2025, Relating to the Filing of the Draft Response Document Prepared by the Company Verallia in Response to the Tender Offer for the Shares of Verallia Initiated by the Company Kaon V

PARIS--(BUSINESS WIRE)--Regulatory News:

Verallia (Paris:VRLA):

The Draft Response Document filed with the AMF on April 28, 2025, is available on the websites of the AMF (www.amf-france.org) and Verallia (www.verallia.com) and may be viewed free of charge at the registered office of Verallia (31 Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie).

In accordance with article 231-28 of the AMF's General Regulations, the other information relating to the legal, financial and accounting characteristics of Verallia will be filed with the AMF and made available to the public, under the same terms and conditions, no later than the day before the opening of the tender offer.

A press release will be issued, no later than the day before the opening of the tender offer, to inform the public of the procedures for making these documents available.

1 MAIN TERMS AND CONDITIONS OF THE OFFER

1.1 Presentation of the Offer

Pursuant to Title III of Book II, and more specifically Articles 231-13 and 232-1 et seq. of the AMF General Regulation, Kaon V, a sub-fund of the Irish-registered fund Kaon Investment Fund ICAV (“Kaon ICAV”), a fund managed by BW Gestão de Investimentos Ltda., a limited liability company (sociedade limitada) incorporated under the laws of Brazil, with its registered address at Av. Brigadeiro Faria Lima 4440, 15th floor, Itaim Bibi, São Paulo, State of São Paulo, 04538-132 (Brazil) registered with the Brazilian National Register of Corporate Taxpayers under number 03.214.650/0001-28 (“BWGI”)¹ 99.965% owned² by Brasil Warrant Administração de Bens e Empresas S.A. a joint-stock company (sociedade anônima fechada) incorporated under the laws of Brazil, with its registered address at Rodovia Washington Luiz SN Fazenda Tamandua - Km 307, Matão, 15994-500 (Brazil) and registered with the Brazilian National Register of Corporate Taxpayers under number 33.744.277/0001-88 (“BWSA”), itself controlled by the Moreira Salles family (hereinafter “Kaon V” or the “Offeror”), irrevocably offers the shareholders of Verallia, a public limited company (société anonyme) with a board of directors, having its registered office at Tour Carpe Diem, 31 Place des Corolles, 92400 Courbevoie, registered with the Nanterre Trade and Companies Registry (Registre du Commerce et des Sociétés) under number 812 163 913 (the “Company” or “Verallia” and together with its direct or indirect subsidiaries, the “Group”), and whose shares are listed on Compartment A of the regulated market of Euronext Paris under ISIN code FR0013447729 , ticker symbol “VRLA” (the “Shares”), to acquire in cash all of their Shares (subject to the exceptions below) at a price of thirty (30) euros per Share (dividend attached) (the “Offer Price”) through a tender offer, the terms of which are described below (the “Offer”).

The Offer Price is before the detachment of the ordinary dividend of 1.70 euro per Share in respect of the 2024 financial year, the distribution of which was submitted to Verallia's general meeting of shareholders held on 25 April 2025 (the “2024 Dividend”). After detachment of the 2024 Dividend on May 13, 2025, the Offer Price will be 28.30 euros per Share.

As of the date of the Draft Response Document, the Offeror directly held 34,837,565 Shares and 40,109,169 voting rights and, by way of assimilation, 2,000 Shares and 4,000 voting rights held by BWSA and BWGI who are both acting in concert with the Offeror³, representing in aggregate 34,839,565 Shares and 40,113,169 voting rights representing respectively 28.84⁴ % of the share capital and 27.95⁵ % of the theoretical voting rights of the Company.

The Offer targets all outstanding or to be issued Shares which are not held by the Offeror, with the exception of the following Shares:

- the Shares held in treasury by the Company, i.e. 2,968,796 Shares, which the Company’s Board of directors has decided not to tender to the Offer, as they are allocated to employee share ownership programs and the Group's performance share plans;

- the Managers Unavailable Free Shares (as defined below), i.e. a maximum of 102,407 Free Shares issued but legally unavailable; and

- the PEGI Unavailable Shares (as defined below) as of the Offer closing date, i.e. a maximum of 592,012 Shares;

(together, the “Excluded Shares”),

i.e., at the date of the Draft Response Document, a maximum total number of Shares subject to the Offer equal to 82,302,323 Shares⁶.

Insofar as necessary, it is specified that the Offer will not target the free Shares whose vesting period will expire after the estimated closing date of the Offer (and, if applicable, of the Reopened Offer, as this term is defined in Section 2.11), which concerns:

(a) the 248,150 free Shares granted under the 2023-2025 free share plan (the “2023-2025 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2023-2025 Free Shares”);

(b) the 277,650 free Shares granted under the 2024-2026 free share plan (the “2024-2026 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2024-2026 Free Shares”); and

(c) the 379,795 free Shares granted under the 2025-2027 free share plan (the “2025-2027 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2025-2027 Free Shares” and, together with the 2023-2025 Free Shares and the 2024-2026 Free Shares, the “Vesting Period Free Shares”).

The Offer is voluntary and will be carried out in accordance with the normal procedure, in accordance with the provisions of articles 232-1 et seq. of the AMF General Regulation. The Offer will be open for a period of at least twenty-five (25) trading days, without prejudice to the application of article 231-11 of the AMF General Regulation as described in Section 2.5.2 (Regulatory approvals and merger control clearances).

The Offer is subject to the minimum threshold referred to in Article 231-9, I of the AMF General Regulation, as well as, in accordance with Article 231-11 of the AMF General Regulation, subject to clearance of the transaction under merger control by the European Commission (detailed in Section 2.5.2 of the Draft Offer Document). The opening of the Offer is also subject to obtaining the regulatory approvals described in Section 2.5.2.1 of the Draft Offer Document.

The financing of the sums owed by the Offeror (described in Section 2.13 of the Draft Offer Document) in connection with the Offer will be carried out by drawing on a short or medium-term bank loan to be subscribed by the Offeror, and which is intended to be refinanced from the BWSA group's own funds.

In accordance with the provisions of article 231-13 of the AMF General Regulation, the Offer is presented by Bank of America Europe DAC (Paris Branch) and Crédit Agricole Corporate and Investment Bank (the “Presenting Banks”) it being specified that only Crédit Agricole Corporate and Investment Bank guarantees the content and irrevocable nature of the commitments made by the Offeror in connection with the Offer.

1.2 Background and reasons for the Offer

Verallia is, in terms of revenue, the European leader and world’s third-largest producer of glass packaging for beverages and food products⁷; it is also, by volumes sold, the second-largest producer in Latin America⁸. With 35 glass production plants, 5 decoration plants and 19 cullet treatment centers in 12 countries, Verallia produces 16 billion glass bottles and jars every year to supply 10,000 clients, from local family producers to major international brands.

The Offeror is a sub-fund of the Kaon ICAV, an Irish fund managed by BWGI, itself controlled by BWSA. BWSA has been operating for seven decades as the holding company of the Moreira Salles family, and has established successful partnerships worldwide with leading companies in a variety of sectors, including financial services, natural resources, agriculture, consumer products, business services, distribution and industry. BWGI is an asset management company registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), established in 2008 with discretionary powers to manage the investment portfolio of BWSA’s controlling shareholders through certain investment vehicles, including Kaon V, Verallia’s direct shareholder. BWGI, through its affiliates, has been a shareholder in Verallia since its IPO in 2019. BWGI, via another sub-fund of the Kaon ICAV fund is also the largest shareholder in the listed French company Elis S.A.

On February 3, 2025, BWGI confirmed that it was studying the possibility of initiating a voluntary tender offer for the Verallia shares not held by BWGI (through Kaon V), with no intention of proceeding with a squeeze-out. The Company’s Board of Directors met on February 4, 2025 to set up an ad hoc committee, composed exclusively of independent directors, to (i) propose to the Company’s Board of Directors the appointment of an independent expert, (ii) monitor the work of the independent expert and (iii) make a recommendation to the Company’s Board of Directors in the context of the preparation by the Company’s Board of Director on the interest of the Offer and the consequences of such Offer for the Company, its shareholders and its employees.

On February 19, 2025, on the recommendation of the ad hoc committee, the Company’s Board of Directors appointed the firm Ledouble, represented by Mrs. Agnès Piniot and Mr. Olivier Cretté, as independent expert, with the task of preparing a report on the financial terms of the Offer in accordance with the provisions of article 261-1 of the AMF General Regulation.

After submitting a letter to Verallia’s board of directors confirming its intention to file the Offer, BWGI confirmed on March 10, 2025 and on March 15, 2025 by way of a press release, its forthcoming filing, once Verallia has published its results for the first quarter of the year.

The Offeror has expressed the intentions set out in section 1.2 of the Draft Offer Document and has also, at the request of the Company's management, given certain commitments to the Company detailed in a letter of engagement sent to the Company on April 23, 2025, (the "Engagement Letter"), the main terms of which are described in section 1.3 of the Draft Offer Document.

1.3 Key terms of the Offer

1.3.1 Main terms of the Offer

1.3.1.1 Terms of the Offer

In accordance with Article 231-13 of the AMF General Regulation, the Presenting Banks, acting on behalf of the Offeror as presenting institutions (établissements présentateurs), filed the draft Offer with the AMF on 24 April 2025 in the form of a voluntary tender offer for all the Shares outstanding or to be issued other than the Shares held by the Offeror (subject to the exceptions detailed in Section 2.3 of the Draft Offer Document).

As part of the Offer, which will be conducted in accordance with the normal procedure governed by articles 232-1 et seq. of the AMF General Regulation, the Offeror irrevocably undertakes to acquire from the Company’s shareholders, at the Offer Price (subject to the adjustments described in Section 2.2 of the Draft Offer Document), all of the Shares that will be tendered to the Offer.

Crédit Agricole Corporate and Investment Bank guarantees the content and irrevocable nature of the undertakings made by the Offeror as part of the Offer, in accordance with the provisions of Articles 231-13 and 232-4 of the AMF General Regulation.

1.3.1.2 Adjustment to the terms of the Offer

The Offer Price is €30 per share before detachment of the 2024 Dividend, and €28.30 per share after detachment of the 2024 Dividend on May 13, 2025.

In addition, any other distribution of dividends, interim dividends, reserves, premiums or any other distribution (in cash or in kind) decided by the Company, or any redemption or reduction of its share capital, with a detachment date or reference date at which one shall be a shareholder to be entitled to is set before the settlement-delivery of the Offer (or, as the case may be, the Reopened Offer), will give rise to a euro per euro downward adjustment of the Offer Price, it being specified that if the operation giving right to an adjustment of the terms of the Offer occurs between the settlement-delivery date of the Offer (excluded) and the settlement-delivery date of the Reopened Offer (included), only the price of the Reopened Offer shall be adjusted.

Any adjustment to the Offer Price shall be published in a press release issued by the Offeror subject to the prior approval of the AMF.

1.3.1.3 Number and type of shares targeted by the Offer

As of the date of the Draft Response Document, the Offeror holds 34,839,565 Shares.⁹

The Offer targets all Shares outstanding or to be issued not held by the Offeror, with the exception of the following Excluded Shares:

- Shares held in treasury by the Company, i.e. at the date of the Draft Offer Document, 2,968,796 Shares, which the Company’s board of directors has decided not to tender to the Offer, as they are allocated to employee share ownership programs and the Group's performance share plans;

- the PEGI Unavailable Shares; and

- the Managers Unavailable Free Shares,

i.e. at the date of the Draft Offer Document, a maximum total number of Shares targeted by the Offer equal to 82,302,323 Shares.

As of the date of the Draft Offer Document, there are no other equity securities or other financial instruments or rights that could give access, immediately or in the future, to the Company’s share capital or voting rights.

1.3.2 Conditions of the Offer

The opening and closing of the Offer are subject to obtaining the authorizations referred to in Section 2.5.2 of the Draft Information Memorandum. The European Commission’s clearance pursuant to merger control was obtained on April 24, 2025.

1.3.3 Intentions regarding a squeeze-out following Offer

The Offeror does not intend to implement a squeeze-out procedure for the Shares not tendered to the Offer by the Company's minority shareholders in accordance with the provisions of article L. 433-4, II, of the French Monetary and Financial Code and articles 237-1 et seq. of the AMF's General Regulations (it being specified that the Offeror reserves the right to reverse this commitment in the event of an alternative strategic project receiving a favorable opinion from an ad hoc committee of the Company's Board of Directors made up of independent directors).

1.3.4 Situation of the beneficiaries of free shares

The free share plans implemented by the Company (the “Free Shares Plans”) and the situation of the beneficiaries of these Free Share Plans are described in Section 1.3.3 of the Draft Response Note.

1.3.5 Situation of shareholders holding shares in an international group savings plan (PEGI).

As of April 24, 2025, 926,307 Shares are held by employees of the Group in certain countries as part of an international group savings plan (PEGI) enabling employees to hold Verallia Shares directly (the “PEGI Shares”):

- 334,295 PEGI Shares are freely transferable before the closing of the Offer, and their holders may tender such PEGI Shares to the Offer (86,105 PEGI Shares are available at the date of the Draft Response Document and 248,190 Shares will be available from June 1^st, 2025);

- there are 592,012 PEGI Shares already issued for which the five-year lock-up period provided for in article L. 3332-25 of the French Labor Code will not have expired before the closing date of the Offer, taking into account its indicative timetable (the “PEGI Unavailable Shares”); they may therefore not be tendered to the Offer (subject to the early release provisions of the French Labor code).

1.3.6 Situation of shareholders whose shares are held via the FCPE Verallia

As of the date of the Draft Response Document, 3,950,350 Shares are held by the “Verallia” corporate mutual fund (the “FCPE”), which is the investment vehicle for Verallia’s group savings plan and Verallia’s international group savings plan for employees in certain countries.

The FCPE’s Supervisory Board will be responsible for deciding whether to tender all or part of the 3,950,350 Shares held by the FCPE.

This contemplated decision by the FCPE does not constitute a case of early release of the sums invested by employees in the FCPE.

1.3.7 Liquidity mechanism

The Engagement Letter further states that, subsequent to the closing of the Reopened Offer and subject to the existence of a Liquidity Default (as defined below), the Offeror will work with the Board of Directors to ensure that a liquidity mechanism is put in place (directly with the Offeror or through the Company) for the benefit of holders of shares issued under the Company's Free Share Plans for the Shares concerned, at a price that would be determined in a manner consistent with the Offer Price, in accordance with customary practices in this area (notably by applying a formula including a multiple determined on the basis of the Offer Price) (the “Liquidity Mechanism”). The “Liquidity Default” will be characterized if the average volume of Verallia shares traded each trading day over a one-month period is less than (or equal to) 0.05%¹⁰ of Verallia's share capital.

1.4 Terms of the Offer

In accordance with article 231-13 of the AMF General Regulation, the Presenting Banks, acting on behalf of the Offeror, filed the draft Offer and the Draft Offer Document with the AMF on 24 April 2025 (the “Draft Offer Document”). On the same day, the AMF published a notice of filing for the Draft Offer Document on its website (www.amf-france.org).

The Company filed the Draft Response Document with the AMF on April 28, 2025. A notice of filing will be published by the AMF on its website (www.amf-france.org).

In accordance with article 231-26 of the AMF General Regulation, the Draft Response Document, as filed with the AMF, is available free of charge to the public at the registered office of the Offeror and at the offices of the Presenting Banks, as well as online on the websites of the AMF (www.amf-france.org) and of the Company (www.verallia.com).

This Offer, the Draft Offer Document and the Draft Response Document remain subject to review by the AMF.

The AMF will publish on its website a reasoned clearance decision regarding the Offer on its website (www.amf-france.org), if necessary, after verifying that the draft Offer complies with the applicable legal and regulatory provisions. In accordance with article 231-26 of the AMF’s General Regulation, this clearance decision will constitute approval of the Offeror’s offer document and the Company’s response document.

In accordance with article 231-27 of the AMF's General Regulations, the Draft Response Document approved by the AMF will be made available free of charge to the public at the Company's registered office, no later than the day before the opening of the Offer. This document will also be available on the Company's website (www.verallia.com) and on the AMF website (www.amf-france.org).

In accordance with article 231-28 of the AMF's General Regulations, the document containing other information on the Company's legal, financial and accounting characteristics will be made available to the public free of charge at the Company's registered office, no later than the day before the opening of the Offer. This document will also be available on the Company's website (www.verallia.com) and on the AMF website (www.amf-france.org).

In accordance with articles 231-27 and 231-28 of the AMF's General Regulations, press releases detailing the terms and conditions under which these documents will be made available by the Company will be published no later than the day before the opening of the Offer and will be posted on the Company's website (www.verallia.com).

Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and timetable of the Offer.

1.5 Procedure for acceptance of the Offer

The Shares tendered to the Offer (including, as the case may be, to the Reopened Offer) must be freely negotiable and free from any lien, pledge, charge or other security interest or restriction of any kind whatsoever restricting the free transfer of their ownership. The Offeror reserves the right to reject, at its sole discretion, any Shares tendered to the Offer which do not meet this condition.

The proposed Offer and all related agreements are subject to French law. Any dispute or litigation, regardless of the subject matter or basis, relating to this draft Offer will be brought before the competent courts.

The Offer will be open for a minimum period of 25 trading days.

The holders of Shares held in the bearer form (au porteur) or in the administered registered form (au nominatif administré) held in an account managed by a financial intermediary and who wish to tender their Shares to the Offer must submit a tender order for their Shares to their financial intermediary, in accordance with the standard forms provided by the latter, no later than the last business day of the Offer and in good time for their order to be executed. Holders of Shares are invited to contact their financial intermediaries to check the terms applicable and in particular whether a shorter deadline is applicable to them.

The holders of Shares held in pure registered form (au nominatif pur) and who wish to tender their Shares to the Offer must submit a tender order for their Shares to Société Générale Securities Services, acting as registrar of the pure registered Shares, in accordance with the standard forms provided by the latter, no later than the last business day of the Offer and in good time for their order to be executed. Holders of Shares are invited to contact their financial intermediaries or the registrar to check the terms applicable and in particular whether a shorter deadline is applicable to them.

Pursuant to Article 232-2 of the AMF General Regulation, orders to tender Shares to the Offer may be revoked at any time up to and including the closing date of the Offer. After this date, orders to tender to the Reopened Offer will become irrevocable.

No interest will be paid by the Offeror for the period between the date on which the Shares are tendered to the Offer and the settlement-delivery date of the Offer (or the date on which the Shares are returned). This settlement date will be indicated in the Offer’s results notice to be published by Euronext Paris. Settlement and delivery will take place after the centralization operations.

1.5.1 Orders centralization

The centralization of the orders to tender Shares in the Offer will be carried out by Euronext Paris.

Each financial intermediary and the institution holding the registered accounts of the Company’s Shares must, on the date indicated in the Euronext Paris notice, transfer to Euronext Paris the Shares for which they will have received a tender order in the Offer.

After receipt by Euronext Paris of all orders to tender in the Offer under the conditions described above, Euronext Paris will centralize all of these orders, determine the results of the Offer and communicate them to the AMF.

As the case may be, all the operations described above will be repeated in an identical sequence and under the conditions, in particular the timeframe, which will be specified in a notice published by Euronext Paris, in the context of the Reopened Offer.

1.5.2 Publication of the results of the Offer and settlement-delivery

Pursuant to the provisions of article 232-3 of its General Regulations, the AMF will announce the final result of the Offer no later than nine (9) trading days after the closing of the Offer. If the AMF determines that the Offer is successful, Euronext Paris will indicate in a notice the date and terms of delivery of the Shares and payment of the funds.

On the settlement date of the Offer (and, as the case may be, the Reopened Offer), the Offeror will credit Euronext Paris with the funds corresponding to the settlement of the Offer (or, as the case may be, the Reopened Offer). On that date, the Company Shares tendered to the Offer and all rights attached thereto will be transferred to the Offeror. Euronext Paris will make the cash payment to the intermediaries on behalf of their clients who have tendered their Shares to the Offer (or, as the case may be, to the Reopened Offer) on the settlement-delivery date of the Offer (or, as the case may be, of the Reopened Offer).

1.6 Reopened Offer

In accordance with the provisions of article 232-4 of the AMF General Regulation, if the Offer is successful, the Offer will be automatically reopened no later than ten (10) trading days after publication of the final result of the Offer, on the same terms as the Offer (the “Reopened Offer”). In this case, the AMF will publish the timetable for the Reopened Offer, which will, in principle last at least ten (10) trading days.

If the Offer is reopened, the procedure for tendering Shares to the Reopened Offer and the procedure for the Reopened Offer will be identical to those for the initial Offer, it being specified, however, that orders to tender Shares to the Reopened Offer will be irrevocable.

1.7 Indicative timetable of the Offer

Prior to the opening of the Offer, the AMF will publish a notice of the opening and timetable of the Offer, and Euronext Paris will publish a notice announcing the terms and opening of the Offer. The Offer will be open for a minimum period of 25 trading days.

An indicative timetable is proposed below and will be adjusted according to the date on which regulatory approvals:

1.8 Offer restrictions abroad

The Offer has not been the subject of any application for registration or approval by a financial market supervisory authority other than the AMF, and no steps will be taken in this respect.

Consequently, the Offer is made to shareholders of the Company located in France and outside France, provided that the local laws to which they are subject allow them to take part in the Offer without the Offeror being required to complete any additional formalities.

The publication of the Draft Response Document, the Offer, the acceptance of the Offer and the delivery of the Shares in some countries may be subject to specific regulations or restrictions. As a result, the Offer is not addressed to persons subject to such restrictions, either directly or indirectly, and is not capable of being accepted in a country in which the Offer is subject to restriction.

Neither the Draft Response Document nor any other document relating to the Offer constitutes an offer to buy or sell financial instruments or a solicitation of an offer in any country in which such offer or solicitation would be illegal, could not be legally made or would require the publication of a prospectus of any other formality in accordance with local financial laws. The holders of Shares located outside of France may participate in the Offer only to the extent that such participation is authorised by the local laws to which they are subject.

As a result, persons in possession of the Draft Response Document or any other document relating to the Offer must inform themselves of and comply with any applicable legal or regulatory restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws and regulations in some countries.

The Offeror will not be liable for the violation by any person located outside of France of foreign legal or regulatory restrictions applicable to it.

United States of America

The Offer is for Verallia Shares, a company incorporated under French law, and is subject to French disclosure and procedural requirements, which differ from those applicable in the United States of America.

The Offer will be made in the United States of America in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the laws and regulations promulgated thereunder, including Regulation 14E subject to the exemptions provided by Rule 14d-1(d) of the 1934 Act (the “Tier II” exemption), and the requirements of French law. As a result, the Offer will be subject to certain disclosure and procedural rules, notably relating to notice of extension of the Offer, the timing of settlement, and the purchase of Shares outside of the Offer, which differ from the U.S. rules and procedures relating to tender offers in the United States of America.

Subject to any prohibition applicable under French law, the Offeror and its affiliates may, from time to time, purchase or make arrangements to purchase Verallia Shares outside of the Offer from the time the Offer was first publicly announced until the expiration of the acceptance period of the Offer (or until the end of the acceptance period of the Reopened Offer, if applicable), including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States of America and to the extent permitted by applicable French law. Any such purchases will not be made at prices higher than the Offer price unless the Offer price is increased accordingly. Any such purchases will be made in accordance with applicable laws, rules and regulations. To the extent that information about such purchases and or arrangements is made public in France, it would also be made public through a press release or any other method that would allow Verallia’s U.S. Shareholders to be informed and on the website of the Company (www.verallia.com).

Payment of the Offer price to the Company’s U.S. shareholders may be a taxable transaction, including for U.S. federal income tax purposes. It is recommended that each U.S. shareholder seek independent professional advice regarding the tax consequences of accepting the Offer.

It could be difficult for the Company’s U.S. shareholders to assert their rights under U.S. federal securities law, since the Offeror and the Company have their registered offices outside the United States of America and some or all of their managers and directors are residents of countries other than the United States of America. The Company’s U.S. shareholders may be unable to commence proceedings before a court outside the United States against a non-U.S. company, its managers or its directors by invoking breaches of U.S. securities law. It may also be difficult to force a non-U.S. company and its affiliates to comply with judgments handed down by a U.S. court.

This Draft Response Document has not been filed or examined by any market authority (federal or state) or any other regulatory authority in the United States of America, and none of those authorities has commented on the accuracy or adequacy of the information contained in this Draft Response Document. Any statement to the contrary would be unlawful and could constitute a criminal offence.

2 REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY

2.1 Composition of the Board of Directors

As of the date of this Draft Response Document, the Company's Board of Directors is made up of as follows:

• Mr Michel Giannuzzi, Chairman of the Board of Directors;
• Patrice Lucas, Chief Executive Officer and Director ;
• BW Gestão de Investimentos LTDA. ("BWGI"), represented by Mr. João Salles, Director;
• Brasil Warrant Administração de Bens e Empresas S.A. ("BWSA"), represented by Mrs. Marcia Freitas, Director;
• Bpifrance Investissement, represented by Sébastien Moynot, Director;
• Mr Didier Debrosse, independent director ;
• Marie-José Donsion, independent director ;
• Virginie Hélias, independent director ;
• Cécile Tandeau de Marsac, independent director ;
• Mr Pierre Vareille, independent director ;
• Mr Xavier Massol, Director representing employees ;
• Olivier Späth, Director representing employees;
• Beatriz Peinado Vallejo, director representing employee shareholders; and
• Mr. Guilherme Bottura, non-voting member.

2.2 Composition of the Ad Hoc Committee

In accordance with best corporate governance practices, as well as with AMF instruction no. 2006-08 and AMF recommendation no. 2006-15, the Board of Directors set up an ad hoc committee at its February 4, 2025 meeting, tasked with proposing the appointment of an independent expert to the Board of Directors, overseeing the monitoring of the expert's work, and issuing a recommendation to the Board of Directors on the interest for all the Company's stakeholders of the offer that could be submitted by the Offeror. This committee comprises three independent members of the Board of Directors:

• Mrs Marie-José Donsion as Chairman of the said ad hoc committee,
• Mr Didier Debrosse, and
• Mr Pierre Vareille.

2.3 Reasoned opinion of the Board of Directors

The Board of Directors of Verallia met on April 27, 2025 for the purpose, in accordance with the provisions of article 231-19 of the general regulations of the Autorité des marchés financiers, of issuing a reasoned opinion including (i) the due diligence it has carried out in preparing this opinion, and relating to (ii) the merits of the Offer for the Company’s shares at a price of 30 euros per share (€1.70 dividend attached)¹¹, initiated by the Offeror and the consequences thereof for the Company, its shareholders and employees, as well as (iii) the voting conditions under which this opinion was issued.

Prior to this meeting, the members of the Board of Directors were provided with the following documents in order to benefit from all the information required to issue a reasoned opinion:

• the Draft Offer Document prepared by the Offeror and filed with the AMF on April 24, 2025, containing in particular the background and reasons for the Offer, the Offeror’s intentions, the characteristics of the Offer and the factors for assessing the Offer price established by the presenting banks, Crédit Agricole CIB (guarantor) and Bank of America Merrill Lynch International Limited;
• the report issued on April 7, 2025 by Syndex, the expert appointed by the Company’s European Works Council;
• the opinion of the Company’s EWC on the Offer, issued on April 9, 2025;
• the Offeror’s engagement letter dated April 23, 2025, addressed to the Company;
• the report of the independent expert, Ledouble, dated April 25, 2025, which concludes that the financial terms of the Offer, namely the offered price of 30 euros per share (dividend attached), are fair from a financial point of view for shareholders voluntarily tendering their shares to the Offer;
• Morgan Stanley’s financial opinion dated April 25, 2025, sent to the members of the Committee¹² ;
• the draft response document (“projet de note en réponse”) prepared by the Company, which is yet to be completed with the reasoned opinion of the Board of Directors, and intended to be filed by the Company with the AMF on April 28,2025; and
• the draft standardized press release of the Company.

The Board of Directors therefore issued the following reasoned opinion:

“The Board of Directors met today notably for the purpose, in accordance with the provisions of article 231-19 of the general regulations of the AMF, of issuing a reasoned opinion including (i) the due diligence it has carried out in preparing this opinion, and relating to (ii) the merits of the Offer for the Company’s shares at a price of 30 euros per share (€1.70 dividend attached)¹³, initiated by BWGI and the consequences thereof for the Company, its shareholders and employees, as well as (iii) the voting conditions under which this opinion was issued.

The Chairman of the Board of Directors points out that the terms of the proposed Offer are described in the draft offer document (“projet de note d’information”) filed by BWGI with the AMF on April 24, 2025.

The Chairman also points out that, in accordance with the provisions of Article 261-1 III of the AMF’s General Regulations (the “RG AMF”) and AMF recommendation no. 2006-15, the Board of Directors, at its meeting on February 4, 2025, formed an ad hoc committee (the “Committee”) responsible for proposing to the Board of Directors the designation of an independent expert and for monitoring said expert’s work, to prepare, in order to submit it to the board of directors, the draft reasoned opinion (“projet d’avis motivé”) on the proposed Offer, and more generally, to ensure the monitoring of the preparatory work relating to the proposed Offer from the Company’s perspective and to examine any question relating to the proposed Offer, including in the event of an alternative tender offer by a third party.

The Committee is made up of three members: Ms. Marie-José Donsion, who was appointed Chairwoman of the Committee by the Board of Directors, Mr. Didier Debrosse and Mr. Pierre Vareille, all of whom are independent directors of the Company.

Prior to today’s meeting, the members of the Board of Directors were provided with the following documents in order to benefit from all the information required to issue a reasoned opinion:

• the draft offer document prepared by BWGI and filed with the AMF on April 24, 2025, containing in particular the background and reasons for the Offer, BWGI’s intentions, the characteristics of the Offer and the factors for assessing the Offer price established by the presenting banks, Crédit Agricole CIB (guarantor) and Bank of America Merrill Lynch International Limited;
• the report issued on April 7, 2025 by Syndex, the expert appointed by the Company’s European Works Council (the “EWC”);
• the opinion of the Company’s EWC on the Offer, issued on April 9, 2025;
• BWGI’s Commitment Letter dated April 23, 2025, addressed to the Company;
• the report of the independent expert, Ledouble, dated April 25, 2025, which concludes that the financial terms of the Offer, namely the offered price of 30 euros per share (dividend attached), are fair from a financial point of view for shareholders voluntarily tendering their shares to the Offer;
• Morgan Stanley’s financial opinion dated April 25, 2025, sent to the members of the Committee¹⁴;
• the draft response document (“projet de note en réponse”) prepared by the Company, which is yet to be completed with the reasoned opinion of the Board of Directors, and intended to be filed by the Company with the AMF on April 28,2025;
• the draft standardized press release of the Company.

1. Appointment of the independent expert

At its meeting on February 11, 2025, the Committee decided to retain Darrois Villey Maillot Brochier as legal advisor, and Morgan Stanley as financial advisor, to assist the Committee in carrying out its duties in connection with the Offer.

Prior to the meeting of February 15, 2025, the Committee identified two firms as being able to meet the criteria of competence and independence required by the applicable regulations to perform the engagement of independent expert for the purposes of the Offer. After reviewing the proposals received, the Committee selected Ledouble mainly on the basis of the absence of any present or past link between the firm and the Company, its recent experience in complex market transactions and, more generally, its professional reputation and the human and material resources at its disposal.

On behalf of Ledouble, Mrs. Agnès Piniot has indicated that it accepts the principle of this appointment and that there are no incompatibilities that would prevent it from carrying out its assignment. Ledouble also confirmed that it had sufficient material resources and the necessary availability to carry out its assignment during the period in question.

At its meeting on February 19, 2025, on the recommendation of the Committee, the Company’s Board of Directors therefore appointed the firm Ledouble, represented by Mrs. Agnès Piniot and Mr. Olivier Cretté, as independent expert in accordance with the provisions of article 261-1 I of the RG AMF, with the task of issuing an opinion on the fairness of the financial terms of the Offer.

2. Committee work and interaction with the independent expert

Between February 11, 2025 and April 25, 2025, the Committee met 16 times for the purposes of its assignment, by videoconference or at the Company’s registered office. The Committee members exchanged views with the independent expert and the Committee’s advisors throughout the process, including at regularly scheduled meetings and during informal discussions.

Mrs. Marie-José Donsion, in her capacity as Chairwoman of the Committee, then reports on her mission and briefly summarizes the Committee’s work:

• on February 11, 2025, the Committee met by videoconference to select the law firm Darrois Villey Maillot Brochier to act as legal advisor to the Committee and the bank Morgan Stanley to act as financial advisor to the Committee;
• on February 15, 2025, the Committee met by videoconference to recommend to the Board of Directors the appointment of Ledouble as independent expert, which was approved by the Board of Directors on February 19, 2025;
• on March 1, 2025, the Committee met twice by videoconference, first in the presence of its financial advisor, who presented its initial observations concerning the valuation of the Company, and then in the presence of BWGI, who presented the main terms of the Offer;
• on March 6, 2025, the Committee met by videoconference in the presence of the independent expert, who reported on the progress of its valuation work and the preliminary results of its analyses;
• on March 9, 2025, the Committee met by videoconference in the presence of BWGI, which presented certain assumptions used in its valuation of the Company;
• on March 22, 2025, the Committee met by videoconference in the presence of its advisors and reviewed the progress of the valuation work on the Company and discussed the next stages of the Offer;
• on March 28, 2025, Marie-José Donsion met with the expert appointed by the EWC;
• on April 1, 2025, the Committee met by videoconference to review Mrs. Marie-José Donsion’s interview with the expert appointed by the EWC, the ongoing discussions between the Company, BWGI and the independent expert, and BWGI’s non-financial commitments under discussion;
• on April 4, 2025, the Committee met by videoconference in the presence of the independent expert, who reported on the progress of its valuation work and the results of its analyses to date;
• on April 6, 12 and 13 2025, the Committee met by videoconference and reviewed BWGI’s non-financial commitments under discussion as well as the timetable for the Offer;
• on April 14, 2025, the report drafted by Syndex, the expert appointed by the EWC, and the EWC’s opinion were communicated to the Committee members;
• on April 14, 2025, the Committee met by videoconference and reviewed BWGI’s non-financial commitments currently under discussion, as well as the opinion of the EWC and the report drafted by Syndex;
• on April 15, 2025, the Committee met by videoconference and discussed the outcome of ongoing discussions concerning the commitment letter, including extra-financial commitments, to be sent by BWGI to the Company;
• on April 15, 2025, the preliminary draft of the independent expert’s report was sent to the members of the Committee;
• on April 19, 2025, the Committee met to discuss a first preliminary draft reasoned opinion on the basis of its previous work;
• on April 22, 2025, an updated version of the independent expert’s draft report was sent to the members of the Committee;
• on April 23, 2025, the Committee met in the presence of the independent expert, in order to discuss its appraisal work and to hear its conclusions, which included an analysis of the financial terms of the Offer and a comparison of the results of his work with those of the banks presenting the Offer, explaining the differences between their respective results;
• on April 23, 2025, the Commitment Letter, addressed to the Company, was sent to the members of the Committee;
• on April 25, 2025, the definitive version of the independent expert’s report was sent to the members of the Committee;
• on April 25 2025, the Committee met to hear the results of Morgan Stanley’s work and its financial opinion², and to finalize its recommendations and draft reasoned opinion.

In carrying out its work, the Committee has endeavored to ensure that the interests of the Group and all its stakeholders are respected, considering the fact that BWGI has been a shareholder and member of the Board of Directors of the Company since 2019, and has always supported the Company. Nevertheless, and particularly in view of BWGI’s special position, the Committee has sought to clarify the issues involved in a shareholder’s decision as to whether to tender their shares to the Offer.

To this end, the Committee and its legal and financial advisors have had several exchanges with representatives and advisors of BWGI in order to obtain certain assurances from BWGI or certain clarifications or details of the terms of the Offer and the commitments made by BWGI in the Commitment Letter.

In support of the requests of the Company’s management, the Committee suggested a number of improvements to the draft Commitment Letter, in particular with regard to the partial assumption of refinancing costs and the maintenance of the Company’s investment grade credit rating - significant elements for shareholders deciding not to tender their shares.

The Committee also ensured that the business plan to 2027 presented to the independent expert was the one approved by the Board of Directors on December 4, 2024, it being noted that on April 23, 2025, the group published its results for the first quarter 2025 and revised its 2025 full-year budget accordingly, which is down compared to the first year of the business plan. The later years of the business plan remain unchanged. The Committee ensured that these elements reflect at the time of the Offer the best possible estimate of the Company’s forecasts, it being specified that there were no other relevant forecast data.

The Committee also ensured that the independent expert had been provided with all the information required to carry out his assignment, and that he had been able to carry out his work under satisfactory conditions.

The Committee noted that, as of April 25, 2025, it had not received any questions or comments from shareholders addressed to the Company or the independent expert, or transmitted by the AMF.

Details of the interactions between Committee members and the independent expert are set out in full in Ledouble’s expert report.

In addition, the Committee has not been informed of or identified any factors that might call into question the proper performance of the independent expert’s work.

3. Summary and conclusions of the independent expert’s report

As indicated above, the Committee met with the independent expert and monitored its work.

Mrs. Agnès Piniot and Mr. Olivier Cretté, representatives of Ledouble, presented in their report the summary and conclusions of their work:

“Summary

In accordance with the scope of the Independent Expert’s mandate (§ 1.1), we have endeavored to verify:

• the fairness of the financial terms of the Offer in relation to the value of the Share resulting from the Multicriteria Valuation;
• the absence of provisions in the Related Agreements and Transactions that could be detrimental to the interests of Shareholders tendering their shares to the Offer.

We remind you that we assess the Offer Price by reference to the financial conditions of the Offer and the valuation of the Share in the current circumstances, which, by definition, differ from the conditions under which Shareholders were able, on a case-by-case basis, to acquire their shares.

We believe that the Business Plan, which underpins the Multicriteria Evaluation, reflects an ambitious strategy; the modeling we have done reflects this ambition:¹⁵

• the forecasts anticipate a recovery in demand and assume the Group’s ability to gain market share in the short term, while improving profitability; they also assume the absence of any material adverse event, despite the threats and risks we have identified that could, in the current context, slow down or compromise the achievement of the Management’s objectives;
• given the Management’s confidence in its ability to deliver the Business Plan, we have not taken into account any specific execution risks. We note, however, that given the Group’s profile and cost structure, the present value of the Share is particularly sensitive to the discounting parameters and assumptions of the Business Plan, notably in terms of target profitability.

In view of the Offeror’s intentions, which are limited to acquiring control of the Company, and its undertaking not to seek a squeeze-out, even if the legal and regulatory conditions for its implementation were met, we consider that the positioning of the Offer Price in relation to the results of the Multicriteria Valuation (§ 4.6) gives Shareholders the option of arbitrating and choosing, in full knowledge of the facts, whether or not to tender their shares to the Offer:

• the implementation of the Offer may offer him the advantage of benefiting from liquidity window at a price offering a premium to the share price over the last twelve months prior to the announcement of the Offer and, where applicable, of reinvesting the consideration for tendering to the Offer in the same business sector¹⁶;
• progress over time and the achievement of the objectives set out in the Business Plan could result, all other things being equal, in an increase in the value of the Share; Shareholders who do not wish to tender their shares to the Offer will, however, remain exposed to the different macroeconomic and Verallia-specific risks that could affect the value of the Share, in a context of reduced liquidity.

From a financial standpoint, the provisions of the Commitment Letter have no impact on our assessment of the fairness of the Offer Price (§6) for shareholders tendering their shares to the Offer¹⁷.

We have not received any letters or e-mails from Shareholders, nor have we been informed of any by the Company, the Offeror or the AMF (§ 7).

Conclusions

In the context of the present Offer, in view of all the factors described in our summary (§ 8), and following our valuation of the Share, we are of the opinion that the Offer Price of €30.00 (2024 dividend of €1.70 attached) is fair from a financial point of view for Shareholders voluntarily tendering their shares to the Offer.

We have not identified any provisions in the principles of the Offeror’s Commitment Letter to the Company which would prejudice the interests of the Shareholders tendering their shares to the Offer. As the contracts corresponding to the commitments undertaken by the Offeror have not been finalized at this stage, we are not in a position to comment on their contents.”

4. Conclusions, recommendations and draft reasoned opinion of the Committee

On April 25, 2025, the Committee finalized its recommendation to the Board of Directors, based in particular on the independent expert’s final report, the financial opinion of Morgan Stanley, ¹ the report of Syndex, the expert appointed by the EWC, and the EWC’s opinion on the Offer.

• With regard to the interest of the Offer for the Company and its shareholders, the Committee notes that:
  • the Offer, while not solicited, is friendly, consistent with the support for the Company’s strategy and its management, and the commitments undertaken by BWGI in the Commitment Letter at the request of the Company’s management. This friendly character was not questioned by the Board of Directors at the meetings following BWGI’s announcement of the Offer;
  • the Offer will enable Verallia to benefit from a solid, long-term financial shareholder, who already knows the Company very well and who should enable it to pursue its growth and the development of its activities over the long term;
  • BWGI intends to continue supporting Verallia’s strategy, in line with its past positioning, and to maintain the managerial continuity to which the Board of Directors is committed. BWGI has indicated in its draft offer document that it intends to rely on the current management teams, and that it would like Mr. Michel Giannuzzi to remain Chairman of the Company’s Board of Directors;
  • BWGI is committed to preserving the Company’s French anchoring and keeping its registered office and decision-making center in France for a period of three years as from the first closing of the Offer;
  • as BWGI is not an industrial player, it does not anticipate cost or revenue synergies with the Company;
  • BWGI intends to maintain the Company’s investment grade credit rating, in particular by keeping the Group’s leverage constant at around 2x. In this respect, BWGI has undertaken for a period of three years as from the first closing of the Offer not to take any decision at Company level that would have the direct consequence of downgrading its rating, except with the agreement of an ad hoc committee of independent directors;
  • the Offer, if successful, would lead to a change of control affecting certain of the Company’s credit agreements and bonds. The Company’s strategy as regards these lenders is set out in Section 8.10 of the draft response document. On the basis of the information communicated by the Company, the independent expert considered that the maximal refinancing cost, net of BWGI’s commitments, would represent €0.40 per share; pursuant to the Commitment Letter, and at the request of the Company’s management, BWGI has committed to assume a share of the one-off costs to which the Company will be exposed in relation with the refinancing or the renegotiation of certain of its existing financing agreements as a result of the Offer, up to a maximum of 12.5 million euros, depending on the final amount of these costs;
  • BWGI has undertaken not to request a squeeze-out following the Offer, and to maintain the Company’s listing for at least three years from the first closing of the Offer, unless agreed by an ad hoc committee of independent directors; BWGI has also expressed its intention to maintain adequate liquidity in the market. However, the level of liquidity and free float following the Offer cannot be anticipated as of this date;
  • BWGI has indicated that it does not intend to significantly increase its shareholding after the Offer to reach 90% of the capital. BWGI has undertaken to discuss in good faith with the Board of Directors any plans to significantly increase its shareholding in the Company during a period of three years as from the first closing and to refrain from significantly increasing its shareholding for a period of one year from the closing of the Offer, unless approved by an ad hoc committee of independent directors;
  • BWGI has stated that, should the Offer be successful, it intends to ask the Annual General Meeting to appoint directors of the Company to reflect the new composition of the shareholder base, and therefore the control by BWGI, in compliance with the principles set out in the Afep-Medef code (implying the presence of at least one third of independent directors) including at least 3 independent directors and compliance with the usual rules of governance and management of conflicts of interest; BWGI intends to maintain the terms of office of its current directors until they expire, and to maintain Mr. Michel Giannuzzi’s term of office as Chairman of the Board of Directors. These commitments and/or intentions are set out in the Commitment Letter;
  • the terms of the BWGI Commitment Letter are detailed in Section 1.3 of the draft offer document.
• The Committee also noted, and drew the attention of shareholders to, the following specific features of the Offer:
  • as BWGI is a reference shareholder of the Company and is represented on the Board of Directors, it has determined its price on the basis of the business plan, to the preparation of which it participated;
  • with regard to dividends, BWGI does not intend to deviate from the Company’s dividend distribution policy to date, but has indicated that this policy will have to be consistent with the Company’s profitability, cash generation, investment grade credit rating and investment needs;
  • BWGI indicates that shareholders will benefit from immediate liquidity and a premium of 11.9% based on the last closing price of Verallia shares on January 30, 2025 (the last trading price prior to the rumors relating to the Offer) and of 23.2% and 19.9% respectively over the volume-weighted average prices of the last month and the last 3 months prior to this date;
  • Ledouble notes:
    • by reference to stock market criteria, that the Offer price presents premiums over the share prices over the last twelve months prior to the announcement of the Offer, ranging from 1.4% to 23.0%, depending on the dates and periods of observation;
    • by reference to analogical valuation methods, that the Offer price presents premiums over the values derived from analogical valuation using listed peers, of between 21.5% and 33.0% (i.e., a valuation of the share within a range between €22.5 and €24.7), and a premium of 16.3% over the lower limit, and a discount of 5.4% over the upper limit of the valuation range obtained by reference to comparable transactions (i.e., a valuation of the share within a range between €25.8 and €31.7), not restated for any control premiums that may have been paid by the acquirers;
    • by reference to intrinsic valuation methods, the Offer price represents a discount of 5.3% on the central share value estimated by Ledouble using the DCF method, reduced to 2.9% by taking into account the guidance concerning 2025 forecasted cash flows; the Offer price is positioned at the lower end of the value range, set respectively at €29.8 and €29.1 (after taking into account the guidance); however, Ledouble emphasizes the ambitious nature of the strategy reflected by the business plan taken into account in estimating the intrinsic value of the share, and the sensitivity of this valuation to the discounting parameters and forecasting assumptions used;
    • by reference to the target prices published by analysts, the Offer price represents a discount of 13.7% compared with the average target price, based mainly on the DCF method, prior to the announcement of the proposed Offer; however, Ledouble notes, in relation to its own work, differences in assumptions concerning normative operating margin rates, the construction of net financial debt and the calculation of discount rates;
  • Morgan Stanley, mandated by the Committee, concluded in its financial opinion¹ that the Offer price is fair, from a financial perspective ;
  • Invesco Ltd, the Company’s second-largest shareholder after BWGI, has informed the market on April 25, 2025 that it had sold on April 24, 2025 most of its stake (i.e., 11,518,257 shares) at a price of €29.15 per share¹⁸;
  • the Offer is optional for the Company’s shareholders and enables shareholders who wish to keep their shares to remain shareholders, to benefit from the share’s yield and to support the Company’s development;
  • the Offer offers shareholders a window of immediate liquidity given the current liquidity of the share, at a price per share representing a premium of 11.9% over the closing Verallia share price on January 30, 2025, and premiums between 21.5% and 33.0% over market comparables (based on calculations by Ledouble);
  • shareholders who do not wish to tender their shares to the Offer, in order to benefit from the Company’s prospects and its yield profile, must nevertheless take into account the risk of seeing the liquidity of the market for the Company’s shares fall sharply after the Offer (if reopened); they must also take into account the possible cost of refinancing the Company not borne by BWGI, which could amount to a maximum of €0.40 per share according to Ledouble’s estimate;
  • in addition, as the Offer is subject to the normal procedure, it will be reopened in the event of a positive outcome, so that shareholders who did not tender their shares during the first period of the Offer will have a new opportunity to tender their shares, particularly in view of the success of the Offer at the end of its first period.
• With regard to the interest of the Offer for employees, the Committee notes that:
  • BWGI has indicated that the Offer is consistent with the continuation of the Company’s business and development, and is not expected to have any particular impact on the Company’s employees, their working conditions, their individual and collective status, or the Company’s human resources management policy;
  • BWGI will ensure, during a period of three years as from the first closing of the Offer, that the Company’s long-term incentive plans and employee share ownership plans will be maintained and continued, in line with current and past practices; if the average daily liquidity of the Company’s shares falls to a level equal to or below 0.05% of the share capital over a one-month period, BW will engage with the board to ensure that a liquidity mechanism is offered (by either BW directly or Verallia) to holders of Company shares resulting from long-term incentive plans for the concerned unavailable free shares (as indicated to the independent expert), under financial terms coherent with the Offer price and customary for this type of transactions (including via the application of a multiple determined on the basis of the Offer price). The Committee has exchanged with the Company on BWGI’s agreement-in-principle and has encouraged the Company to clarify and set the scope and conditions of this liquidity mechanism, such that employees may be informed in a timely manner;
  • it will be up to the Supervisory Board of the FCPE (employee shareholding fund) set up for the benefit of the Company’s employees to decide whether to tender the shares held by the FCPE to the Offer, it being specified that any such decision by the FCPE does not constitute a case of early release of the sums invested by the employees in the FCPE;
  • employees holding shares will be able to obtain immediate liquidity for the Verallia shares they hold at a price per share representing a premium of 11.9% over the closing market price of the Verallia share on January 30, 2025;
  • the interests of holders of bonus shares, including those whose shares are being held, are thus fairly protected;
  • after receiving a report from Syndex, Verallia’s EWC issued a negative opinion on the Offer, notably on the grounds that “this project is primarily aimed at a strong financial return for shareholders, without presenting a clear industrial vision or a strategic project for the company’s future”;
  • the Committee notes that both Syndex and the EWC expressed concern about the additional financial pressure that would be imposed by BWGI on the Company as a result of the debt taken on by BWGI to finance the Offer, particularly in the event of a crisis. Syndex noted, however, that the family group to which BWGI belongs has significant financial resources of its own. The Committee shared this concern, which is in line with its analysis that a high credit rating and the ability to borrow on favorable terms are key factors in the Company’s performance, given its business. In this respect, the Committee welcomed BWGI’s intentions and commitments regarding the maintenance of the Company’s investment grade credit rating, which therefore partially address the concerns expressed by the EWC.
• The Committee also noted that:
  • On April 23, 2025, the board of directors has decided not to tender the treasury shares to the Offer, as they are used to cover employee shareholding programs and performance share plans of the group;
  • the Offer will not result in the implementation of a squeeze-out or the delisting of the Company’s shares from Euronext Paris and that BWGI has undertaken not to apply for the delisting of the shares from Euronext Paris or to proceed with a squeeze-out of the Verallia shares following the completion of the Offer and for a period of three years as from the first closing of the Offer, unless approved by an ad hoc committee of independent directors.
• In conclusion:
  • the Committee has acknowledged the elements resulting from the intentions and objectives expressed by BWGI and the commitments made in its draft offer document and in its Commitment Letter;
  • the Committee has examined the interest of the Offer for the Company, its shareholders and its employees, and has considered that the Offer does not disregard the interests of employees and is in line with the Company’s strategic plan, for which BWGI has stated its support. With regard to the interest of the Offer for shareholders, the Committee notes that the price offered to shareholders is at the lower end of the intrinsic valuation range, but is better positioned within Ledouble’s analogical valuation range The Committee also notes that Ledouble has concluded that the Offer price is fair for shareholders. The Committee therefore recommends that shareholders tender their shares to the Offer.
  • the Committee draws the attention of shareholders who do not wish to tender their shares to the Offer to the risk of seeing the liquidity of the market for the Company's shares fall sharply after the Offer (which may be reopened);
  • following its meeting of April 25, 2025, it recommends that the Board of Directors decides so.

Reasoned opinion of the Board of Directors

The Board of Directors acknowledges the Committee’s work and recommendations on the Offer.

In view of the information submitted, and in particular (i) the objectives and intentions expressed by BWGI, (ii) the Commitment Letter, under which, at the request of the Company’s management, BWGI has detailed its objectives and intentions, notably as regards the maintained listing of Verallia and its investment grade status for a period of three years, and has accepted to assume part of the refinancing costs linked to the Offer, (iii) the valuation information prepared by the presenting banks, (iv) the Committee’s work, (v) the conclusions of the independent expert’s report, (vi) the report of the expert appointed by the EWC, (vii) the opinion of the EWC and (viii) more generally, the elements set out above, the Board of Directors, having deliberated, at a majority of 10 out of 11 directors present or represented, Bpifrance Investissement, represented by Mr. Sébastien Moynot, having abstained, decides (it being specified that Mr. João Moreira Salles, Mrs. Marcia Freitas and Mr. Guilherme Bottura (censor) have decided not to take part in the deliberations or vote on the reasoned opinion in view of the conflict of interest situation in which they find themselves):

• to endorse in every respect the Committee’s observations, conclusions and recommendations set out in the draft reasoned opinion prepared by the Committee and reproduced above;
• to issue, in the light of the observations, conclusions and recommendations of the Committee, a favorable opinion on the Offer as presented to it, while noting that the price offered to shareholders is at the lower end of the intrinsic valuation range, but is better positioned within Ledouble’ analogical valuation range; to recommend, consequently, to the shareholders of the Company (including those who would like to benefit from immediate liquidity), to tender their shares to the Offer; it being specified that other shareholders may keep their shares and participate in the development of the Company, in its yield and its prospects for value creation, as illustrated in the business plan to 2027, it being noted that Ledouble has described as ambitious the strategy reflected in the business plan; this implies assuming the risks associated with the strategy to be implemented and integrating the risk of seeing the liquidity of the market for the Company’s shares fall sharply after the (possibly reopened) Offer;
• to remind shareholders wishing to retain their shares that they will benefit from the reopening of the Offer if it is successful, so that they can decide whether or not to sell their shares if they consider that the market size and liquidity at the end of the Offer are insufficient to meet their investment criteria;
• to acknowledge that the Company will not tender its treasury shares to the Offer (nor the reopened Offer);
• to draw the attention of employees benefitting from unavailable free shares that the Company intends to discuss and clarify shortly and, in any event before the closing of the Offer, the conditions and the scope of the liquidity mechanism proposed by BWGI in case of market illiquidity, and that the result of this negotiation should be made known to them and to the market;
• approve the Company’s draft response document;
• to authorize, where necessary, the Chief Executive Officer to:
  • finalize the draft response document relating to the Offer, as well as any other documents required in connection with the Offer, in particular the “Other Information” document relating to the legal, financial and accounting characteristics of the Company;
  • prepare, sign and file with the AMF all documents required in connection with the Offer;
  • sign all certificates required in connection with the Offer; and
  • more generally, take all steps and measures necessary or useful in connection with the Offer, including entering into and signing, in the name and on behalf of the Company, all transactions and documents necessary and related to the completion of the Offer, in particular any press release.

3 INFORMATION AND CONSULTATION PROCEDURES FOR THE COMPANY'S EUROPEAN WORKS COUNCIL

The Company initiated an information and consultation procedure with its European Works Council ("CEEV") following the announcement of the proposed Offer.

On April 9, 2025, CEEV issued an unfavorable opinion on the proposed Offer and its social and environmental consequences, which is set out in Appendix 1 of the Draft Response Document.

4 INTENTIONS OF BOARD MEMBERS OF THE COMPANY

In accordance with Article 231-19, 6° of the AMF's General Regulations, the members of the Company's Board of Directors have indicated their intention to tender or not tender their shares to the Offer, as described in Section 4 of the Draft Response Document.

5 THE COMPANY'S INTENTIONS REGARDING TREASURY SHARES

The Board of Directors decided not to tender any treasury shares to the Offer, as these would be allocated to cover the Group's employee shareholding programs and performance share allocation plans.

6 INDEPENDENT EXPERT'S REPORT

In accordance with best corporate governance practices, AMF Instruction 2006-08 and AMF Recommendation 2006-15, the firm Ledouble, represented by Agnès Piniot and Olivier Cretté, was appointed as Independent Expert on February 19, 2025 by the Board of Directors, on the recommendation of the Ad Hoc Committee, to prepare a report assessing the fairness of the financial terms of the Offer.

This report, dated April 25, 2025, is reproduced in full in Appendix 2 and forms an integral part of the Draft Response Document.

7 AGREEMENTS LIKELY TO HAVE AN IMPACT ON THE ASSESSMENT OR OUTCOME OF THE OFFER

To the best of the Company’s knowledge, there are no agreements likely to have an impact on the assessment or outcome of the Offer.

8 SIGNIFICANT AGREEMENTS ENTERED INTO BY THE COMPANY THAT ARE MODIFIED OR TERMINATED IN THE EVENT OF CHANGE OF CONTROL OF THE COMPANY

A detailed description of the financing agreements affected by a potential change of control of the Company in the event of the Offer being successful is included in Section 8.10 of the Draft Response Note. The maximum total cost of the resulting refinancing of the group, net of the commitments assumed by the Offeror, would be €0.40 per Verallia share. In addition, pursuant to the Engagement Letter, at the request of the Company’s management, the Offeror has undertaken to bear a part of the exceptional costs to which the Company would be exposed in connection with the refinancing or renegotiation of certain of these financing agreements as a result of the Offer, up to a maximum amount of €12.5 million, depending on the final amount of such costs.

9 PROCEDURES FOR PROVIDING OTHER INFORMATION ABOUT THE COMPANY

Other information relating to the Company's legal, financial and accounting characteristics will be filed with the AMF no later than the day before the opening of the Offer. In accordance with article 231-28 of the AMF's General Regulations, they will be available on Verallia's website (https://www.verallia.com/investisseurs/) and on the AMF's website (www.amf-france.org) the day before the opening of the Offer, and may be obtained free of charge from Verallia's registered office at 31 Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie.