Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 269 decides to waive shareholders’ preferential subscription rights to the 4. securities covered by this resolution, while allowing the Board of Directors’, under the terms of Article L. 225-135, paragraph 5 of the French Commercial Code, to use the option to grant to the shareholders, for a certain period of time and on terms to be determined by the Board of Directors in compliance with the applicable law and regulations and, for some or all of the issue carried out, a priority subscription period which does not constitute a negotiable right. It must be exercised in proportion to the quantity of shares owned by each shareholder and may be supplemented by a reducible subscription right; decides that, if irreducible and, where applicable, reducible 5. subscriptions do not absorb the entire issue of shares or securities as defined above, the Board of Directors may use, in the order it considers appropriate, each or some of the options provided for in Article L. 225-134 of the French Commercial Code; notes that, when necessary, this delegation of authority automatically 6. waives in favor of holders of securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights related to shares to which these securities would give entitlement; decides that, in accordance with Article L. 225-136 of the French 7. Commercial Code: the issue price of shares shall be at least equal to the minimum ● authorized price as defined by law in force at the time this delegation is used, the issue price of the securities giving access to the capital shall be ● such that the sum received immediately by the Company, to which is added, if applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, at least equal to the subscription price minimum defined in the preceding paragraph, the conversion, redemption and more generally the transformation ● into shares of each security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution; decides, in the event securities are issued as consideration for 8. securities tendered as part of a public exchange offer, to confer upon the Board of Directors, in accordance with provisions laid down in Article L. 225-148 of the French Commercial Code and within the limits set above, the necessary powers to draw up the list of securities tendered to the public exchange offer, determine the terms and conditions of the issue, the exchange parity and, where applicable, the amount of any cash balance to be paid; and establish the procedures for the issue; confers all powers to the Board of Directors, including that of 9. sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the conditions of the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: set, if necessary, the conditions applied to exercising the rights ● attached to ordinary shares or securities giving access to the share capital, or debt securities to be issued and determines the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), decide, in the event of an issue of debt securities, including securities ● giving entitlement to the allocation of debt securities referred to in Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed as the case maybe), their term and the conditions under which such securities could give access to the capital of the Company or companies in which it directly or indirectly owns more than half of the capital, on the Board’s sole initiative, charge all capital increase costs to the ● corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, set and make all adjustments destined to take account of the impact ● of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modifies the bylaws accordingly, and, in general, enter into any agreement, in particular, to ● successfully complete the proposed issues of shares or securities, takes all measures and decisions and carries out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. FIFTEENTH RESOLUTION: DELEGATION OF AUTHORITY GIVING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, GIVING ACCESS TO OTHER EQUITY SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, BY WAY OF AN OFFERING REFERRED TO IN SECTION II OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, TO DETERMINE THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE AND THE ISSUE PRICE, AND TO CHOSE WHETHER TO LIMIT THE AMOUNT OF SUBSCRIPTIONS OR DISTRIBUTE NON-SUBSCRIBED SHARES The Shareholders’ Meeting, having reviewed the Board of Directors’ report and the Statutory Auditors’ report, voting in accordance with the quorum and majority rules applicable to Extraordinary Shareholders’ Meetings, and pursuant to the provisions of Articles L. 225-127 to L. 225-129-2, L. 225-129-5 and L. 225-129-6, L. 225-134 to L. 225-148 as well as L. 228-91 and L. 228-92: confers all powers to the Board of Directors, including that of 1. sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, by way of an offering as referred to in Section II of Article L. 411-2 of the French Monetary and Financial Code, either in euros, a foreign currency or any other account-unit established on the basis of a series of currencies, ordinary shares and/or equity shares, without preferential subscription rights, giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued by the Company. Offers covered by Section II Article L. 411-2 of the French Monetary and Financial Code and decided pursuant to this resolution may be associated, in the context of one issue or several issues carried out simultaneously, with the public offerings decided pursuant to the eighteenth resolution submitted to this Shareholders’ Meeting.