Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Compagnie Plastic Omnium draft bylaws at april 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 285 ARTICLE 10 - PAYMENT FOR SHARES The amount of shares issued in a capital increase shall be payable in cash under the terms and conditions approved by the Board of Directors. 1) Capital calls are announced to subscribers and shareholders fifteen days before the payment date by registered letter addressed to each shareholder 2) or by a notice in a legal announcements newspaper published in the location of the registered office. Any delay in the payment of amounts due on the unpaid amount of shares will automatically result in the payment of interest 5% per annum for each 3) day of delay, from the due date, without the need for any formalities whatsoever, and without prejudice to any personal action the Company may take against the defaulting shareholder and measures for compulsory enforcement provided for by the Law. ARTICLE 11 - ADMINISTRATION The Company is administered by a Board of Directors which sets the strategies for the Company's business and ensures their implementation. Subject to the powers expressly granted to Shareholder Meetings and within the limits of the corporate purpose, it deals with all issues affecting the running of the Company and, as a result of its deliberations, regulates matters concerning the Company. Prior authorization of the Board of Directors is required for the following transactions: deposits, sureties and guarantees given by the Company, under conditions set by article L. 225-35 of the French Commercial Code; ● related-party agreements, under conditions set by Article 13 of these bylaws. ● The Board of Directors carries out the controls and verifications that it deems necessary. The Board of Directors, appointed in accordance with the Law, is composed of three to eighteen members, natural persons or legal entities. This may be increased under conditions provided by the Law. During their term of office, all directors must hold at least 900 shares. Directors are appointed for three years and may be re-appointed. The duties of a Director end after the Ordinary Shareholders' Meeting called to approve the financial statements of the prior financial year and held in the year during which the Director's term of office expires. The number of directors who are natural persons and acting as permanent representatives of a legal entity, who are older than 75 years, may not exceed half (rounded up to the next whole number) of the current directors. Members of the Board of Directors must not disclose, even after the end of their duties, information in their possession regarding the Company which, if disclosed, would be likely to harm the Company, except where such disclosure is required or accepted by the legal or regulatory provisions in force or is in the public interest. ARTICLE 11 BIS - DIRECTORS REPRESENTING EMPLOYEES Pursuant to Article L. 225-27-1 of the French Commercial Code, the Board of Directors includes two directors representing employees of the Group. In the event that the number of directors appointed by the Shareholders' Meeting, other than those representing employees appointed in accordance with Article L. 225-23 of the French Commercial Code, falls below thirteen, the number of directors representing employees will be reduced to one upon expiry of the term of office of said directors. The term of office of directors representing employees is three years. In the event a director representing employees vacates his/her seat on the Board, the vacancy shall be filled in accordance with the terms set forth in Article L. 225-34 of the French Commercial Code. As an exception to the rule provided for under Article 11 "Administration" of these bylaws concerning directors appointed by the Shareholders' Meeting, directors representing employees are not required to hold a minimum number of shares. Appointment procedures: The appointment procedures for directors representing employees are as follows: one is appointed by the Group Works Council France; 1) the other is appointed by the European Company employee representation body. 2) Directors representing employees must fulfill the appointment conditions according to the relevant legal and regulatory provisions.