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 271 SIXTEENTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS THE POWER TO INCREASE THE NUMBER OF SHARES TO BE ISSUED, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, IN THE EVENT OF A CAPITAL INCREASE CARRIED OUT UNDER RESOLUTIONS 13 TO 15, IT BEING NOTED THAT THE AMOUNT OF THESE INCREASES BE CAPPED AT 15% OF THE INITIAL INCREASE Having considered 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 Article L. 225-135 of the French Commercial Code, the Shareholders’ Meeting: confers all powers to the Board of Directors, including that of 1. sub-delegation under the conditions fixed by law, to increase the number of shares or securities to be issued in the event of a capital increase, with or without preferential subscription rights, at the same price as that of the initial issue, within the same time-frame and subject to the same limitations provided for by applicable regulations at the date of the issuance (currently, within thirty days of the subscription closure date and for up to 15% of the initial issue) and pursuant to the resolution upon which the issue was decided; sets the period of validity of this delegation at twenty-six months from 2. the date of this Shareholders’ Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose. SEVENTEENTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO COMPANY SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, OPTION TO GRANT FREE SHARES IN APPLICATION OF ARTICLE L. 3332-21 OF THE FRENCH LABOR CODE After having read the Board of Directors’ report and the Statutory Auditors’ report on the application of Articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-18 et seq . of the French Labor Code, the Shareholders’ Meeting: authorizes the Board of Directors, if it deems it appropriate and on its ● sole decision, to increase the share capital on one or several occasions by issuing ordinary shares or securities reserved for employees and managers who are members of one or more savings plans of the Company and/or any French or foreign companies affiliated to it under the terms of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code; waives, in favor of these persons, shareholders’ preferential ● subscription rights to shares that could be issued pursuant this delegation; sets the validity period of this delegation at twenty-six months as of ● this Shareholders’ Meeting; caps the nominal amount of the capital increase(s) that may be ● carried out under this authorization at 3% of the share capital on the date the Board of Directors decides to carry out this capital increase, this ceiling being independent and separate from the ceilings set by any other authorizations to increase the share capital. To this amount shall be added, if necessary, the additional amount of ordinary shares that may be issued in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of securities giving access to the Company’s share capital; for in Articles L. 3332-25 and L. 3332-26 of the French Labor Code is equal to or more than ten years,) the average opening share price over the last twenty trading sessions preceding the Board of Director’s decision to increase the capital and issue the corresponding number of shares; or exceed this 20-day average; decides that the price of shares to be issued under this delegation, ● may not be less than 20%, or (30% when the lock-up period provided decides that, pursuant to Article L. 3332-21 of the French ● Commercial Code, the Board of Directors may freely allocate to beneficiaries defined in the first paragraph above, existing or to be issued shares, or other existing or to be issued securities giving access to the share capital of the Company in respect of (i) the contribution that may be paid pursuant to the regulations of the employee savings plan of the Company or of the Group and/or (ii) if applicable, the discount; acknowledges that this delegation cancels any prior delegation with ● the same purpose. The Board of Directors may decide whether or not to implement this authorization, and take all steps and carry out all formalities as necessary. EIGHTEENTH RESOLUTION: APPROVAL TO TRANSFORM THE CORPORATE FORM OF THE COMPANY INTO A EUROPEAN COMPANY FORM AND THE TERMS OF THE TRANSFORMATION PROJECT The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for Extraordinary Meetings, after having reviewed: the Board of Directors’ report; ● the project to transform the corporate form of the Company into a ● European company, drawn up by the Board of Directors on February 14, 2018 and submitted to the registry of the commercial court in Lyon on December 14, 2018; the Board of Directors’ report dated February 14, 2018 explaining and ● justifying the legal and economic aspects of the transformation and indicating the consequences for shareholders and employees of adopting the corporate form of a European company, with a copy of the draft bylaws of the new European corporate form attached; and the report of the Company, Orfis, the commissioner appointed to ● oversee the transformation on November 22, 2018, by order of the presiding judge of the Commercial Court of Lyon. After acknowledging that: the Company fulfilled all the conditions required pursuant to Council EC ● Regulation n° 2157/2001 dated October 8, 2001 relative to EU company bylaws, and in particular those referred to in Articles 2 §4 and 37 of said regulation, as well as Article L. 225-245-1 of the French Commercial Code, relative to the transformation of a limited liability company into a European company; the transformation of Plastic Omnium into a European company will not ● lead to its dissolution or the creation of a new legal person; after the transformation, the name of the Company, Plastic Omnium, ● will be followed by “European company” or “SE”; the duration of the Company, as well as its purpose and headquarters ● will remain unchanged; the Company’s social capital and number of shares at a par value of ● €0.06 per share remain unchanged and Plastic Omnium shares will continue to be admitted for trading on the regulated Euronext index in Paris; the adoption of the EU corporate form will have no impact on the ● duration of the current fiscal year, and the financial statements for the ongoing year will be prepared, presented and controlled under the conditions set out in the Company’s bylaws under its new form and the provisions related to European companies in the French Commercial Code;