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 268 in the event the Board of Directors makes use of this delegation: 4. decides that shareholders could, in accordance with the law, exercise ● their preferential subscription rights. In addition, the Board of Directors may introduce a reducible subscription right for shareholders which they could exercise in proportion to their subscription rights and within the limit of their requests, decides that, if irreducible and, where applicable, reducible ● subscriptions do not absorb the entire ordinary share or security issue as defined above, the Board of Directors may, use in the order it considers appropriate, each or some of the options provided for in Article L. 225-134 of the French Commercial Code, notes that, when necessary, this delegation of authority automatically ● waives, in favor of holders of securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights to the shares to which these securities would give entitlement; confers all powers to the Board of Directors, including that of 5. 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 referred to in 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 determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), their term and the conditions under which such securities could give access to the 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 intended 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. 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 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. 225-129-2, L. 225-129-5 and L. 225-129-6, L. 225-134 to L. 225-148, L. 228-91 and L. 228-92: 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, or a foreign currency or any other account unit established on the basis of a series of currencies, by way of a public offer, 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; public offerings made pursuant to this resolution, may be associated, in the context of one issue or several issues carried out simultaneously, with the offerings mentioned in Section II of Article L. 411-2 of the French Monetary and Financial Code and decided in accordance with the fifteenth resolution submitted to this Shareholders’ Meeting; 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 thirteenth, 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, in order 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 thirteenth, 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;