Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Compagnie Plastic Omnium draft bylaws at april 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 287 ARTICLE 16 - STATUTORY AUDITORS The Ordinary Shareholders' Meeting appoints one or more Principal Statutory Auditors to the duties determined by the Law. They are appointed for six financial years in compliance with the eligibility requirements provided by the Law. They may be re-appointed. The appointed Statutory Auditors may be natural persons or legal entities. They must be registered with an association of certified accountants. The Ordinary Shareholders' Meeting may appoint, under the same conditions and for the same term, one or more Alternate Auditors. The Alternate Auditors will replace the Statutory Auditor in the event of refusal, unavailability, resignation or death. This appointment is required if the principal Statutory Auditor is a natural person or a single-owner company in accordance with the Law. ARTICLE 17 – SHAREHOLDERS’ MEETINGS Shareholders' Meeting are convened and deliberate under the conditions provided by Law, it being recalled that for the calculation of the majority, the 1) votes cast do not include those attached to shares for which the shareholder has not voted, has abstained or the vote is blank or void. The meetings take place at the registered office or in any other place stated on the notice convening the meeting. 2) Any owner of shares may participate, in person or by proxy, in the meetings, on proof of identity and registration of the shares in its name or in the 3) name of an intermediary registered for its account in accordance with Article L.228-1 of the French Commercial Code, at the end of the second business day, Paris time, prior to the Meeting, either in the registered security accounts kept by the Company, or in the bearer security accounts kept by the usual intermediary. This registration in the bearer accounts must be proved by the filing of a participation statement within the same deadline and at the place stipulated in the meeting notice. Shareholders' Meetings are chaired by the Chairman of the Board of Directors or, in the absence of the Chairman, by a Director specially delegated by 4) the Board. Otherwise, the Shareholders' Meeting itself is to elect its Chairman. Minutes of the Shareholders' Meeting are taken and copies are certified and prepared in accordance with the Law. 5) POSTAL VOTING (INCLUDING ELECTRONIC) AND BY PROXY: Any shareholder may use a postal vote under the conditions set by the Law. The postal voting form, to be valid, must be received by the Company at 6) least two days before the Shareholders' Meeting, along with proof of share registration or a participation statement as indicated above. Furthermore, the shareholder may use the electronic voting form offered on the website of the company appointed for this, if received by the company the day before the meeting no later than 3:00 p.m. Paris time. This electronic form includes an electronic signature under the conditions provided in this article. Shareholders may be represented by another shareholder, their spouse or by the partner with whom they have signed a civil partnership. They may also 7) be represented by any other natural person or legal entity of their choosing. The notification of the appointment and revocation of a proxy may be made electronically. The postal voting form and proxy given by a shareholder are signed by the shareholder, where applicable, by a secure electronic signature within the 8) meaning of Article 1367 of the French Civil Code, or by an electronic signature approved by the Board of Directors consisting of the use of a reliable identification method guaranteeing the link between the electronic signature and the document to which it is attached. PARTICIPATION IN SHAREHOLDER MEETINGS BY TELEVISUAL MEANS If the Board of Directors allows it at the time the Shareholder meeting is convened, shareholders may participate in the Shareholders' Meeting by video 9) conference or by any other telecommunication means, including by internet, which enables identification under the conditions and in accordance with the terms set by the regulations in force. Shareholders using these means are deemed to be present for the purposes of calculating the quorum and majority. 10) Each member of the Meeting has as many votes as he/she holds or represents. Furthermore, a double voting right, regarding the portion of capital 11) they represent, is granted to all paid-up shares, for which proof is provided of registration in the name of the same shareholder for at least two years. This right is granted, in the event of capital increases through incorporation of reserves, profits or issuance premiums, to the bonus shares allotted in respect of registered shares carrying double voting rights which will also carry double voting rights as from the date of issue. Any share whose ownership is transferred loses this double voting right; nevertheless, the transfer through succession, liquidation of the joint property held between spouses or the inter vivos donation to a spouse or relative entitled to inherit, does not lose the acquired right and does not interrupt the two-year period. The merger of the Company has no effect on the double voting rights which may be exercised at the acquiring company if allowed by this company's bylaws.