Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 267 of office, as detailed in the report on corporate governance, referred to in Articles L. 225-100 and L. 225-102 of the French Commercial Code, presented in the Registration Document. 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 The Shareholders’ Meeting, pursuant to Articles L. 225-37-2 and L. 225-100 of the French Commercial Code, voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, approved the fixed, variable and exceptional components of the total compensation and benefits in kind paid or allocated to Mr. Laurent Burelle in respect of year ended December 31, 2018, in recognition of his position as Chairman and CEO, as presented in the Company’s report on corporate governance referred to in Article L. 225-37 of the same Code. 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 quorum and majority requirements for Ordinary Shareholders’ Meetings, approved the fixed, variable and exceptional components of the total compensation and benefits in kind paid or allocated to Mr. Paul Henry Lemarié in respect of the year ended December 31, 2018, in recognition of his position as Chief Operating Officer, as presented in the Company’s report on corporate governance referred to in Article L. 225-37 of the same Code. The Shareholders’ Meeting, pursuant to Articles L. 225-37-2 and L. 225-100 of the French Commercial Code, voting in accordance with the 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 The Shareholders’ Meeting, pursuant to Articles L. 225-37-2 and L. 225-100 of the French Commercial Code, voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, approved the fixed, variable and exceptional components of the total compensation and benefits in kind paid or allocated to Mr. Jean-Michel Szczerba in respect of the year ended December 31, 2018, in recognition of his position as Chief Operating Officer, Co-Chief Executive Officer as presented in the Company’s report on corporate governance referred to in Article L. 225-37 of the same Code. EXTRAORDINARY RESOLUTIONS 7.2.2 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 The Shareholders’ Meeting, having reviewed 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 Articles L. 225-127 to L. 225-129-6, L. 225-132, L. 225-134, L. 228-91 and L. 228-92 of the French Commercial Code: 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, 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, 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; sets the limit of the amounts of the authorized issues in the event the 2. Board of Directors makes use of this delegation of authority as follows: the total amount of capital increases that may be realized, immediately ● or in the future, pursuant to this delegation is limited to a nominal amount of one million 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 fourteenth, fifteenth and sixteenth resolutions subject to their adoption by the Shareholders’ Meeting, 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, 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 will be limited to a nominal amount of seven hundred and fifty 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 the fourteenth, fifteenth and sixteenth resolutions of this Shareholders’ Meeting, subject to their adoption by the Shareholders’ Meeting; sets the period of validity of this delegation at twenty-six months from 3. the date of this Shareholders’ Meeting and notes that this delegation supersedes as of this date any earlier delegation with the same purpose;