Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Agenda www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 264 AGENDA 7.1 ORDINARY RESOLUTIONS 7.1.1 First resolution: Approval of the financial statements for the year ended ● December 31, 2018 Second resolution: Appropriation of net income and determination of ● the dividend Third resolution: Related-party agreements and commitments entered ● into during the fiscal year – Approval of a new agreement with the company Plastic Omnium Auto Inergy SAS – Statutory Auditors’ report Fourth resolution: Statutory Auditor report on related-party agreements ● and commitments –Related-party agreements concluded in previous years and continued throughout the year Fifth resolution: Approval of the consolidated financial statements for ● the year ended December 31, 2018 Sixth resolution: Authorization to be granted to the Board of Directors to ● buy back the Company’s shares pursuant to the provisions of Article L. 225-209 of the French Commercial Code, duration of the authorization, purposes, terms, ceiling Seventh resolution: Renewal of the term of office as director of ● Mrs. Amélie Oudéa-Castéra Eighth resolution: Amount of attendance fees allocated to the members ● of the Board of Directors Ninth resolution: Approval of the principles and criteria pertaining to ● determining, distributing and awarding the fixed, variable and exceptional components of the total compensation and benefits in kind to executive directors Tenth resolution: Approval of the compensation components paid or ● awarded in respect of the year ended December 31, 2018 to Mr. Laurent Burelle, Chairman and Chief Executive Officer Eleventh resolution: Approval of the compensation components paid or ● awarded to Mr. Paul Henry Lemarié, Chief Operating Officer, in respect of the year ended December 31, 2018 Twelfth resolution: Approval of the compensation components paid or ● awarded in respect of the year ended December 31, 2018 to Mr. Jean-Michel Szczerba, Co-Chief Executive Officer and Chief Operating Officer EXTRAORDINARY RESOLUTIONS 7.1.2 Thirteenth resolution: Delegation of authority granting the Board of ● Directors powers to issue ordinary shares and/or equity securities with 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, the duration of the delegation, the maximum nominal amount of the capital increase and whether to launch a public offer for unsubscribed shares Fourteenth 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 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 Fifteenth 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 Section II 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 Sixteenth 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 thirteenth through fifteenth resolutions, up to a maximum of 15% of the initial issue Seventeenth 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 Eighteenth resolution: Approval to transform the corporate form of the ● Company by adopting the European company form and the terms of the transformation project Nineteenth resolution: Approval of the Company’s bylaws under its new ● form as a European company Twentieth resolution: Modification of Company bylaws to enable the ● appointment of a director to represent Employees – Insertion of Article 11 bis “Directors representing Employees” in the Company bylaws Twenty-first resolution: Powers to carry out formalities ●