Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 277 in addition, the conversion, redemption and more generally the ● transformation of convertible bonds, reimbursable or otherwise transformable into shares, will take into account the par value of said bond in the form of a number of shares such that the amount received by the Company for each share is at least equal to the minimum subscription price for each share issued. On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. If subscriptions, including those of shareholders if applicable, do not absorb the entire issue, the Board of Directors would be authorized, in the order it determines, (i) to 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, and (ii) to freely distribute all or part of the unsubscribed securities. The Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. The decision of the Shareholders’ Meeting would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the securities giving access to the Company’s share capital. This delegation would be valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancel and replace all previous delegations of authority with the same purpose. DELEGATION OF AUTHORITY GIVING 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 THE THIRTEENTH THROUGH FIFTEENTH RESOLUTIONS, UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE (SIXTEENTH RESOLUTION) As permitted by law, the sixteenth resolution would enable the Board of Directors to meet excess demand or deal with market volatility, as well as to decide in the context of capital increases with or without preferential subscription rights carried out under the thirteenth, fourteenth and fifteenth resolutions, to increase the number of securities to be issued at the same price as in the initial issue, within the time and limits provided for by the applicable regulations. This over-allotment option would enable the Board of Directors to issue, within thirty days of the closing of the subscription period, an additional amount of securities capped at 15% of the initial issue, at the same price and within the same limits of the nominal amount provided for in the thirteenth, fourteenth and fifteenth resolutions. Meeting of April 27, 2017, which expires in June 2019 and, as such, cancels and replaces all previous delegations of authority with the same purpose. This delegation would be valid for a period of twenty-six months as of this Shareholders’ Meeting, and renews the previous delegation given to the Board of Directors with the same purpose approved by the Shareholders’ DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN, PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE (SEVENTEENTH RESOLUTION) The Company is required to vote every three years on a resolution to carry out a capital increase reserved for members of a company savings plan. In accordance with Article L. 3332-19 of the French Labor Code, the issue price may not exceed the average share price over last twenty trading sessions preceding the decision to set the opening date of the subscription period. It can also not be more than 20% lower than this average, unless the lock-up period for subscribed shares is at least ten years, in which case the issue price cannot be lower than 30% of this average. The Shareholders’ Meeting is therefore requested to delegate to the Board of Directors, within the limit of 3% of the share capital, the power to decide to carry out this capital increase. This delegation is valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancels and replaces all previous delegations of authority with the same purpose. TRANSFORMATION FROM A PUBLIC LIMITED LIABILITY COMPANY INTO A EUROPEAN COMPANY (EIGHTEENTH AND NINETEENTH RESOLUTIONS) In the eighteenth and nineteenth resolutions, we propose to you to transform the form of the Company into a European company. The purpose of the eighteenth resolution is to approve the transformation of the Company into a European company in accordance with the terms and conditions laid down in the transformation plan adopted by the Board of Directors on February 14, 2018. The purpose of the nineteenth resolution is to approve the Company’s bylaws under its new European corporate form. Draft of Company's bylaws can be found as presented in chapter 7.7 of the Registration Document. On February 14, 2018, the Board of Directors drafted a report on the project to transform the Company into a European company. The purpose of this report is to explain and justify the legal and economic aspects of the transformation into a European company and to indicate the consequences of this transformation on the situation of shareholders, creditors and employees, in accordance with the provisions of Article 37 (4) of EU Regulation n° 2157/2001 dated October 8, 2001 relative to the status of the European company. This report is available at the Company’s administrative headquarters (1, allée Pierre-Burelle – 92300 Levallois-Perret) and can be consulted on the Company’s website at: www.plasticomnium.com.