Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Compagnie Plastic Omnium draft bylaws at april 25, 2019 www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 286 ARTICLE 12 - PROCEEDINGS OF THE BOARD OF DIRECTORS The Directors may convene meetings of the Board of Directors by any means, including verbally. Board meetings may be held in any location chosen by the person convening the meeting. The Board of Directors meets as often as the Company's interests require and at least once every three months. A Director may represent another Director at a meeting of the Board of Directors. However, any single Director may not represent more than one other Director in any one Meeting. Except where the French Commercial Code requires the actual presence or representation of Directors, they may participate in Board meetings by any videoconference or telecommunications means, under conditions in compliance with the regulations . The Board of Directors may only validly deliberate if at least half of its members are present or represented. Decisions are taken by the majority of members present or represented. In the event of a tied vote, the Chairman has a casting vote. Minutes of meetings will be prepared and copies or excerpts of the proceedings will be certified in accordance with the Law. The Board may appoint committees and will determine their composition and purpose. The members of these committees are responsible for examining the questions that the Chairman or the Board submits to them for their opinion after review. ARTICLE 13 - RELATED-PARTY AGREEMENTS Pursuant to Article L. 229-7-6 of the French commercial code, the provisions of article L. 225-35 to L. 225-42-1 of the French Commercial Code are applicable to the Company's agreements. ARTICLE 14 – CHAIRMAN AND EXECUTIVE DIRECTORS The Board of Directors shall elect one of its members as Chairman. The Chairman organizes and directs the work of the Board of Directors and reports on said work to the Shareholders’ Meeting. The Chairman oversees the proper running of the Company’s decision-making bodies and, in particular, ensures that directors are able to carry out their duties. Either the Chairman of the Board of Directors or another natural person appointed by the Board of Directors as Chief Executive Officer is responsible for running the Company. The Board of Directors chooses in a free and majority vote one of the two modes of supervision and can at any moment by a majority vote modify its choice. The Board of Directors may, in accordance with the law, appoint one or more natural persons as Chief Operating Officer to assist either the Chairman, if he assumes the office of Chief Executive Officer, or the Chief Executive Officer. There can be no more than five Chief Operating Officers. If the Chairman of the Board of Directors is responsible for running the Company, the powers of the Chairman and those of the Chief Executive Officer are set out by the Law. These powers may be limited by the Board of Directors in accordance with the Company’s decision-making structures. The Board of Directors determines, in accordance with the law, the scope and duration of the powers conferred on the Chief Operating Officers. Chief Operating Officers have the same powers as the Chief Executive Officer with regard to third parties. The age limit for the position of Chairman of the Board, Chief Executive Officer and Chief Operating Officer shall be ninety years. ARTICLE 15 - COMPENSATION OF DIRECTORS The Board of Directors freely distributes among its members the directors' fees that may be allocated to it by the Shareholders' Meeting. A larger share may be allocated to those Directors who are members of committees, provided for in Article 12. The Board of Directors may allocate exceptional compensation to Directors in certain cases and under conditions provided by the Law.