Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 25, 2019 www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 266 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 After having read the special report of the Statutory Auditors on related-party agreements and commitments referred to in Article L. 225-38 of the French Commercial Code, the Shareholders’ Meeting approves the agreement concluded in 2018 and mentioned in the said report. FOURTH RESOLUTION: STATUTORY AUDITORS’ REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS – RELATED-PARTY AGREEMENTS CONCLUDED IN PREVIOUS YEARS AND CONTINUED THROUGHOUT THE YEAR After having read the special report of the Statutory Auditors on related-party agreements and commitments referred to in Article L. 225-38 of the French Commercial Code, the Shareholder’s Meeting notes the information mentioned therein regarding the continuation during the current year, of agreements signed in the course of previous years. FIFTH RESOLUTION: APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018 After having read the Board of Directors report and the Statutory Auditors’ report on the consolidated financial statements, and voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting approves the consolidated financial statements for the year ended December 31, 2018 as presented, as well as the transactions reflected in these financial statements or summarized in these reports and which resulted in Group share net profit of €533,296 thousand. 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 After having read the Board of Directors’ report, and voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting authorizes the Board of Directors to purchase the Company’s shares under the terms and conditions set forth in the provisions of Article L. 225-209 et seq . of the French Commercial Code in order: to use an investment service provider to maintain the secondary ● market or the liquidity of Plastic Omnium’s shares, via a liquidity agreement complying with the AMAFI Code of Ethics accepted by the AMF; to cover stock option and/or bonus share (or similar) plans awarded to ● Group employees and/or corporate officers and all allocations of shares as part of a company or group savings (or similar) plan, or for purposes of Company profit-sharing and/or any other form of allocation of shares to Group employees and/or corporate officers; to retain the shares acquired and use them later on for exchange or in ● payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; to potentially cancel the shares purchased, in accordance with the ● authorization to be granted by the Shareholders’ Meeting of April 26, 2018 in its twenty-second extraordinary resolution; to implement all market practices currently accepted or accepted in the ● future by the market authorities; and as per the following terms: the maximum number of shares that may be purchased by the ● Company may not exceed 10% of share capital on the date of this decision, i.e. a maximum number of 14,856,610 shares as of this date; the shares may not be repurchased at a price of more than €60 per ● share. In the event of a transaction affecting capital, in particular, stock splits or reverse stock splits or free share allocations, the aforementioned amount will be adjusted in the same proportion (coefficient of the ratio between the number of shares comprising the equity capital before the transaction and the number of shares after the transaction). At December 31, 2018, the Company held 2,290,930 treasury shares. If these shares were to be canceled or used, the maximum amount that the Company would be allowed to spend would be €891,396,600 for the purchase of 14,856,610 shares. Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. Transactions may be made at any time, except during a public offer period concerning the Company. This authorization takes effect at the end of this Shareholders’ Meeting and is valid for a period of eighteen months from this date. It cancels and replaces the authorization granted by the Combined Shareholders’ Meeting of April 26, 2018 in its fifth resolution for the unused portion. Unless it takes this action itself, the Shareholders’ Meeting authorizes the Board of Directors to adjust the aforementioned maximum number of shares and maximum purchase price as necessary to take into account the impact on the share price of any change in the par value of the shares or any capital increase by incorporation of reserves and bonus share issues, any stock split or reverse stock split, any return of capital or any other capital transaction, within the aforementioned limits of 10% of share capital and €891,396,600. The shareholders grant full powers to the Board of Directors to use this authorization, to conclude any agreements, carry out any filing and other formalities, notably with the Autorité des Marchés Financiers or any other authority that may replace it, and, more generally, take all necessary action. SEVENTH RESOLUTION: RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF MRS. AMÉLIE OUDÉA-CASTERA After having read the Board of Directors’ report, and voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting decides to renew the Director mandate of Mrs. Amélie Oudéa-Castéra for a three-year term. Her term of office will expire at the close of the Shareholders’ Meeting to be held in 2022 to approve the 2021 financial statements. EIGHTH RESOLUTION: AMOUNT OF ATTENDANCE FEES ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS Voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting decides to increase the total annual amount of attendance fees to be allocated to the Board of Directors from €640,000 to €690,000 This decision applies from the current year until a new amount is set. NINTH RESOLUTION: APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND AWARDING THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS IN KIND TO EXECUTIVE DIRECTORS Voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting, pursuant to Article L. 225-37-2 of the French Commercial Code, approved the principles and criteria used to determine, distribute and award the fixed, variable and exceptional components of total compensation and benefits in kind that may be granted to executive directors in respect of their terms