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 313 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 that, if subscriptions do not absorb the entire issue of 7. securities, the Board of Directors may use, in the order it considers appropriate, one or both of the following options: limit the issue to the amount of the subscriptions on the condition ● that, in the case of ordinary share or security issues where the main security is a share, such amount is equal to at least three-quarters of the initial amount of the issue, freely allocate all or some of the unsubscribed shares; ● confers all powers to the Board of Directors, including that of 8. 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 pursuant to 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 determines their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, 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-NINTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS THE POWER TO INCREASE THE NUMBER OF SHARES TO BE ISSUED, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, UNDER THE TWENTY-SIXTH THROUGH TWENTY-EIGHTH RESOLUTIONS, UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE Having considered the Board of Directors’ report and the Statutory Auditors’ report, voting in accordance with the quorum and majority rules applicable to Extraordinary Shareholders’ Meetings, and pursuant to the provisions of Article L. 225-135-1 of the French Commercial Code, the Shareholders’ Meeting: decides, if the Board of Directors finds there is excess demand, that 1. for each issue of ordinary shares or of securities giving access to share capital that was authorized pursuant to the twenty-sixth, twenty-seventh and twenty-eighth resolutions, the number of shares to be issued may be increased at the same price as that of the initial issue as provided in Articles L. 225-135-1 et R. 225-118 of the French Commercial Code, within the same time-frame and subject to the same limitations provided for by applicable regulations at the date of the issuance (currently, within thirty days of the subscription closure date and for up to 15% of the initial issue) and pursuant to the resolution upon which the issue was decided; sets the period of validity of this delegation at twenty-six months from 2. the date of this meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose. THIRTIETH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO COMPANY SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, OPTION TO GRANT FREE SHARES IN APPLICATION OF ARTICLE L. 3332-21 OF THE FRENCH LABOR CODE After having read the Board of Directors’ report and the Statutory Auditors’ report on the application of Articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L.3332-18 et seq. of the French Labor Code: the Shareholders’ Meeting authorizes the Board of Directors, if it deems ● it appropriate and on its sole decision, to increase the share capital on one or several occasions by issuing ordinary shares or securities reserved for employees and managers who are members of one or more savings plans of the Company and/or any French or foreign companies affiliated to it under the terms of Articles L. 225-180 of the French Commercial Code and L.3344-1 of the French Labor Code; waives, in favor of these persons, shareholders’ preferential subscription ● rights to shares that could be issued pursuant this delegation; sets the validity period of this delegation at twenty-six months as of this ● Shareholders’ Meeting; caps the nominal amount of the capital increase(s) that may be carried ● out under this authorization at 3% of the share capital on the date the Board of Directors decides to carry out this capital increase, this ceiling being independent and separate from the ceilings set by any other authorizations to increase the share capital. To this amount shall be added, if necessary, the additional amount of ordinary shares that may be issued in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of securities giving access to the Company’s share capital;