Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 25, 2019 www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 270 The Board of Directors may, under the conditions fixed by law, delegate powers to decide to proceed with, or postpone, a share issue; sets the limit of the amounts of the authorized issues in the event the 2. Board of Directors makes use of this delegation of authority as follows: the nominal amount of capital increases that may be realized ● pursuant to this delegation is limited to one million euros or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the thirteenth, fourteenth and resolutions subject to their adoption by the Shareholders’ Meeting, to this ceiling shall be added, if necessary, the nominal amount of ● additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital, the total amount of debt securities of the Company that could result ● from this delegation would be limited to a nominal amount of seven hundred and fifty million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to the thirteenth, fourteenth and sixteenth resolutions of this Shareholders’ Meeting, subject to their adoption by the Shareholders’ Meeting. Moreover, in accordance with the provisions set forth in Article L. 225-136 of the French Commercial Code, all issues of equity securities will be capped at 10% of equity capital and assessed at the date of issue; sets the period of validity of this delegation at twenty-six months from 3. the date of this Shareholders’ Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; decides to waive preferential subscription rights of shareholders within 4. the context of this resolution; notes that, when necessary, this delegation of authority automatically 5. 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 right to shares to which these securities would give entitlement; decides that, in accordance with Article L. 225-136 of the French 6. 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, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be 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 will take into account the nominal value of said securities which shall be such 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 that, if subscriptions do not absorb the entire issue of 7. securities, the Board of Directors may use, in the order it considers appropriate, one or both of the following options; limit the issue to the amount of the subscriptions on the condition ● that, in the case of ordinary share or security issues where the main security is a share, such amount is equal to at least three-quarters of the initial amount of the issue, freely allocate all or some of the unsubscribed shares; ● confers all powers to the Board of Directors, including that of 8. 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 pursuant to 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 determines their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share 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 intended 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.