Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 22, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 311 TWENTY-SEVENTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, GIVING ACCESS TO OTHER EQUITY SECURITIES OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY BY WAY OF A PUBLIC OFFER, EXCLUDING THE OFFERS REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, AND/OR AS CONSIDERATION FOR SECURITIES AS PART OF A PUBLIC EXCHANGE OFFER, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, ABILITY TO LIMIT THE AMOUNT OF SUBSCRIPTIONS OR DISTRIBUTE UNSUBSCRIBED SHARES The Shareholders’ Meeting, having read the report of the Board of Directors and the special report; of the Statutory Auditors and in accordance with provisions of the French Commercial Code, particularly Articles L. 225-129-2, L.22-10-49, L 22-10-52, L. 22-10-54 and L. 228-92: confers all powers to the Board of Directors, including that of 1. sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, either in euros, or a foreign currency or any other account unit established on the basis of a series of currencies, by way of a public offer excluding offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, ordinary shares and/or debt securities, without preferential subscription rights, giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued by the Company; public offerings made pursuant to this resolution, may be associated, in the context of one issue or several issues carried out simultaneously, with the offerings mentioned in 1° of Article L. 411-2 of the French Monetary and Financial Code and decided in accordance with the twenty-eighth resolution submitted to this Shareholders’ Meeting; sets the limits of issue amounts authorized in the event that the 2. Board of Directors uses this delegation of authority, as follows: the total amount of capital increases that may be realized, ● immediately or in the future, pursuant to this delegation is limited to a nominal amount of four million euros or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-sixth, twenty-eighth and twenty-ninth resolutions, subject to their adoption by the Shareholders’ Meeting, to this ceiling shall be added, if necessary, the nominal amount of ● additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital, the total amount of debt securities of the Company that could result ● from this delegation will be limited to a nominal amount of one billion five hundred million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to the twenty-sixth, twenty-eighth and twenty-ninth resolutions of this Shareholders’ Meeting, subject to their adoption by the Shareholders’ Meeting; sets the period of validity of this delegation at twenty-six months from 3. the date of this meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; decides to waive shareholders’ preferential subscription rights to the 4. securities covered by this resolution, while allowing the Board of Directors’, under the terms of Article L. 22-10-51, paragraph 5 of the French Commercial Code, to use the option to grant to the shareholders, for a certain period of time and on terms to be determined by the Board of Directors in compliance with the applicable law and regulations and, for some or all of the issue carried out, a priority subscription period which does not constitute a negotiable right. It must be exercised in proportion to the quantity of shares owned by each shareholder and may be supplemented by a reducible subscription right; decides that, if irreducible and, where applicable, reducible 5. subscriptions do not absorb the entire issue of shares or securities as defined above, the Board of Directors may use, in the order it considers appropriate, each or some of the options provided for in Article L. 225-134 of the French Commercial Code; notes that, when necessary, this delegation of authority automatically 6. waives in favor of holders of securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights related to shares to which these securities would give entitlement; resolves that, in accordance with Article L. 22-10-52 of the French 7. Commercial Code: the issue price of shares shall be at least equal to the minimum ● authorized price as defined by law in force at the time this delegation is used, the issue price of the securities giving access to the capital shall be ● such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be at least equal to the subscription price minimum defined in the preceding paragraph, the conversion, redemption and more generally the transformation ● into shares of each security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution; decides, in the event that securities are issued as consideration for 8. securities tendered as part of a public exchange offer, that the Board of Directors shall have the necessary powers, in accordance with the terms and conditions set forth in Article L. 22-10-54 of the French Commercial Code, and within the limits defined above, to approve the list of securities tendered, to set the terms and conditions of the issue, the exchange ratio, as well as the amount of the cash adjustment to be paid, where appropriate, and establish the procedures for the issue; confers all powers to the Board of Directors, including that of 9. sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the conditions of the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: set, if necessary, the conditions applied to exercising the rights attached ● to ordinary shares or securities giving access to the share capital, or debt securities to be issued and determines the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), decide, in the event of an issue of debt securities, including securities ● giving entitlement to the allocation of debt securities referred to in