Verallia S.A.: Verallia: Setting up of an ad hoc committee within the Board of directors

Regulatory News:

The Board of directors of Verallia S.A. (the "Company") (Paris:VRLA) held a meeting on 4 February 2025 following the announcement¹ of BW Gestão de Investimentos Ltda ("BWGI")² confirming that it is reviewing a potential tender offer for all the shares of Verallia that it² does not already hold, with no intention of taking the company private.

In order to monitor the works of the Company's Board of directors related to this project, and pending the submission of a proposal including the detailed terms of the offer, the Board of directors has set up an ad hoc committee composed exclusively of independent members of the Board of directors within the meaning of the Afep-Medef corporate governance Code, namely:

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

The ad hoc committee will be in charge of (i) proposing to the Board of directors the appointment of an independent expert, (ii) monitoring the works of the independent expert that will be appointed by the Board of directors, and (iii) issuing a recommendation to the Board of directors on the interest for all of the Company's stakeholders for the offer that may be submitted by BWGI.

Mrs. 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, Marie-José Donsion had begun her career with Pricewaterhouse Coopers in the audit branch. Marie-José Donsion is also the Chairwoman of the Audit Committee of Verallia.

Mr. Didier Debrosse has held top managerial positions at several international consumer goods companies: Beiersdorf Nivea, Mondelez International and Heineken. After working in sales, he held positions in purchasing, human resources and finally senior management up to December 2019. At Heineken, he successively headed up French, Western European and Brazilian operations. He played an active role in two major acquisitions for the Heineken group: S&N in 2008 and Brasil Kirin in 2016. Didier Debrosse has also served as a Director of Chr. Hansen in Denmark and Compania Cervecerias Unidas in Chile. He is currently Chairman of the Board of Directors of Baru Panama and Director of FIFCO in Costa Rica.

Mr. Pierre Vareille is a graduate of École centrale de Paris and alumnus of Sorbonne University, SciencesPo Paris and the Management Control Institute. He was Chairman and Chief Executive Officer of several international corporations listed in London, Paris and New York. He is currently Vice-Chairman of the Board of Directors of Vallourec and Director of Outokumpu Oyj, in Finland and of the London Metal Exchange in London.

About Verallia

At Verallia, our purpose is to re-imagine glass for a sustainable future. We want to redefine how glass is produced, reused and recycled, to make it the world's most sustainable packaging material. We work together with our customers, suppliers and other partners across the value chain to develop new, beneficial and sustainable solutions for all.

With almost 11,000 employees and 35 glass production facilities in 12 countries, we are the European leader and world's third-largest producer of glass packaging for beverages and food products. We offer innovative, customised and environmentally friendly solutions to over 10,000 businesses worldwide. Verallia produced more than 16 billion glass bottles and jars and recorded revenue of €3.9 billion in 2023.

Verallia's CSR strategy has been awarded the Ecovadis Platinum Medal, placing the Group in the top 1% of companies assessed by Ecovadis. Our CO2 emissions reduction target of -46% on scopes 1 and 2 between 2019 and 2030 has been validated by SBTI (Science Based Targets Initiative). It is in line with the trajectory of limiting global warming to 1.5° C set by the Paris Agreement.

Verallia is listed on compartment A of the regulated market of Euronext Paris (Ticker: VRLA ISIN: FR0013447729) and trades on the following indices: CAC SBT 1.5°, STOXX600, SBF 120, CAC Mid 60, CAC Mid Small and CAC All-Tradable.

Disclaimer

This press release has been prepared for information purposes only.

It does not constitute an offer to purchase or a solicitation to sell Verallia shares in any country, including France. There is no certainty that the tender offer mentioned above will be filed or opened. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.

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¹ See press release published on 3 February 2025 by BWGI.
² BWGI, whose controlling shareholder is Brasil Warrant Administração de Bens e Empresas S.A., is acting as the investment manager of Kaon V, a sub-fund of Kaon Investment Fund ICAV and direct shareholder of Verallia.

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