Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of February 25, 2021 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 332 The Board of Directors can only validly deliberate if at least half its members are in attendance or represented. Decisions are made by majority vote of the members in attendance or represented. In the event of an equal division of votes, the Chairman of the Board has the casting vote. The minutes are drawn up and copies or extracts of the deliberations are issued and certified as required by law. The Board can appoint Committees and fix their composition and remit. The members of these Committee are tasked with examining the questions submitted to them for an opinion by the Chair or the Board. ARTICLE 13 - REGULATED AGREEMENTS Pursuant to article L.229-7 subsection 6 of the Commercial Code, the provisions of articles L.225-35, L.225-38 and L.22-10-12 to L.22-10-13 of the Commercial Code apply to agreements entered into by the Company. ARTICLE 14 - CHAIR AND MANAGING DIRECTORS The Board of Directors elects one of its members as Chair. The Chair organizes and directs the Board of Directors’ work and reports on it to the general shareholders’ meeting. He sees to the smooth running of the company’s bodies and more particularly ensures that the directors are in a position to carry out their duties. General Management of the company is conducted, under his or her own responsibility, either by the Chair of the board or by another natural person appointed by the board of directors as Managing Director. The Board of Directors freely chooses its members by a majority between two terms of office of the General Management and may at any time modify its choice by a majority of its members. The Board of Directors may legally appoint one or more natural persons as Deputy Managing Directors to assist either the Chair, if he assumes the duties of managing director, or the Managing Director. There can be no more than five Deputy Managing Directors. The powers of the Chair of the Board of Directors, if he acts as Managing Director, and those of the Managing Director, are those laid down by law. With regard to the Company’s internal organization, his powers may be restricted by a decision of the Board of Directors. The Board of Directors legally fixes the scope and term of the powers vested in the Deputy Managing Directors. Deputy Managing Directors hold the same powers as the Managing Director vis-à-vis third parties. The age limit for the Chair of the Board of Directors is eighty. The age limit for the Managing Director and Deputy Managing Directors is seventy-five. ARTICLE 15 - REMUNERATION OF DIRECTORS The Board of Directors freely apportions between its members the remuneration that may be allocated to them by the general meeting. A higher proportion than that awarded to other directors may be awarded to directors who are members of the Committees provided for in article 12. The Board of Directors can award directors exceptional remunerations in the cases and under the conditions laid down by law. ARTICLE 16 - STATUTORY AUDITORS The general shareholders’ meeting confers on one or more statutory auditors the duties laid down by law. He or they are engaged for six financial years, in compliance with the conditions of eligibility laid down by law. They are re-eligible. The Statutory Auditor(s) engaged may be natural or legal persons. They must be registered with the French association of chartered accountants. The general shareholders’ meeting may engage one or more substitute auditors under the same conditions and for the same period. The latter will be engaged in lieu of the statutory auditor in the event of refusal, impediment, resignation or death of the latter. Engagement of a substitute auditor is mandatory (in France) if the incumbent statutory auditor is a natural person or a single-owner company, as required by law.