Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 22, 2021 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 308 NINETEENTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY FOR DIRECTORS IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements applicable to ordinary Shareholders’ Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with Articles l. 22-10-8 ii and R. 225-29-1 of the French Commercial Code, the compensation policy for directors as described in section 3.2.2 of the Company’s 2020 Universal Registration Document. TWENTIETH RESOLUTION: APPROVAL OF ALL COMPENSATION PAID OR AWARDED TO CORPORATE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2020 IN ACCORDANCE WITH ARTICLE L. 22-10-34 I OF THE FRENCH COMMERCIAL CODE The Shareholders’ Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 I of the French Commercial Code, the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to compensation paid or awarded to corporate officers during the financial year ended December 31, 2020, as described in section 3.2.1 of the Company’s Universal Registration Document. TWENTY-FIRST RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2020 TO LAURENT BURELLE, CHAIRMAN OF THE BOARD OF DIRECTORS The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements applicable to Ordinary Shareholder’s Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the elements of fixed, variable and exceptional compensation comprising the total compensation and benefits of any kind paid or awarded to Laurent Burelle as Chairman of the Board of Directors in respect of the financial year ended December 31, 2020, as described in section 3.2.1 of the Company’s 2020 Universal Registration Document. TWENTY-SECOND RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2020 TO LAURENT FAVRE, CHIEF EXECUTIVE OFFICER The Shareholders’ Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the elements of fixed, variable and exceptional compensation making up the total compensation and benefits of any kind paid or granted to Laurent Favre as Chief Executive Officer for the financial year ended on December 31, 2020, as described in section 3.2.1 of the Company’s Universal Registration Document. TWENTY-THIRD RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2020 TO FÉLICIE BURELLE, MANAGING DIRECTOR the Board of Directors’ report on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional compensation components of the total compensation and benefits of any kind paid or awarded to Félicie Burelle as Managing Director for the financial year ended on December 31, 2020, as described in section 3.2.1 of the Company’s Universal Registration Document. The Shareholders’ Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed TEXT OF THE RESOLUTIONS 8.2.2 SUBMITTED FOR APPROVAL BY THE EXTRAORDINARY SHAREHOLDERS’ MEETING TWENTY-FOURTH RESOLUTION: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES, DURATION OF THE AUTHORIZATION, CEILING, EXERCISE PRICE, MAXIMUM OPTION TERM The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements applicable to Extraordinary Shareholders’ Meetings, acknowledging the Board of Directors’ report and the Statutory Auditors’ special report: authorizes the Board of Directors, within the framework of the 1. provisions of Articles L. 22-10-49, L. 225-177, and L. 22-10-56 to L. 22-10-58 of the French Commercial Code, to grant, in one or more installments, to the beneficiaries indicated below, options giving the right to purchase existing shares of the Company resulting from buybacks carried out under the conditions provided for by law; sets the period of validity of this authorization at thirty-eight months 2. from the date of this Shareholders’ Meeting; decides that the beneficiaries of these options may only be: 3. the employees or some of them, or certain categories of employees, ● of Compagnie Plastic Omnium SE and, where applicable, of companies or economic interest groups linked to it under the terms of Article L. 225-180 of the French Commercial Code, or corporate officers who meet the conditions set by Article L. 22-10-57 ● of the French Commercial Code; the total number of options that may be granted by the Board of 4. Directors under this authorization may not give the right to purchase a number of shares greater than 0.5% of share capital existing on the date of this Meeting, it being specified that the total number of shares that may be freely awarded by the Board of Directors under the following authorization will be deducted from this ceiling; The total number of options that may be granted to the senior managers of the Company may not give the right to subscribe or purchase a number of shares greater than 0.25% of the capital within this authorization.