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 312 Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed as the case maybe), their term and the conditions under which such securities could give access to the capital of the Company or companies in which it directly or indirectly owns more than half of the capital, on the Board’s sole initiative, charge all capital increase costs to the ● corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, set and make all adjustments destined to take account of the impact ● of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modifies the bylaws accordingly, and, in general, enter into any agreement, in particular, to ● successfully complete the proposed issues of shares or securities, takes all measures and decisions and carries out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. TWENTY-EIGHTH 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 OFFERING REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, 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 22-10-52 and L. 228-92: may be associated, in the context of one issue or several issues carried out simultaneously, with the public offerings decided pursuant to the twenty-seventh resolution submitted to this Shareholders’ Meeting; 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, by way of an offering as referred to in Section I of Article L. 411-2 of the French Monetary and Financial Code, either in euros, a foreign currency or any other account-unit established on the basis of a series of currencies, ordinary shares and/or equity shares, 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. Offers covered by 1° Article L. 411-2 of the French Monetary and Financial Code and decided pursuant to this resolution The Board of Directors may, under the conditions fixed by law, delegate powers to decide to proceed with, or postpone, a share issue; 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 nominal amount of capital increases that may be realized ● pursuant to this delegation is limited to the nominal amount of one million seven hundred thousand 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-seventh and twenty-ninth resolutions, 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 would 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 twenty-sixth, twenty-seventh and twenty-ninth resolutions of this Shareholders’ Meeting, subject to their adoption by the Shareholders’ Meeting. Moreover, in accordance with the provisions set forth in Article L. 22-10-52 of the French Commercial Code, all issues of equity securities will be capped at 20% of equity capital and assessed at the date of issue; 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 preferential subscription rights of shareholders 4. within the context of this resolution; notes that, when necessary, this delegation of authority automatically 5. 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 to shares to which these securities would give entitlement; resolves that, in accordance with Article L. 22-10-52 of the French 6. 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 Shareholders’ Meeting authorizing the Board of Directors to use the ability offered by the second paragraph of Article L.22-10-52-1 of the French Commercial Code in this context,