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 272 the terms of office of all of the Company’s directors, as well as its ● statutory and alternative auditors will continue under the same conditions and for the same period remaining as those applicable prior to the registration of the Company as an European company; all authorizations and delegations of authority and powers conferred on ● the Board of Directors of the Company in its present form as a public limited company by all of the Company’s Shareholders’ Meetings and which are in force on the day of the registration of the Company under the European corporate form will automatically benefit the Board of Directors of the Company under its new European corporate form; pursuant to Articles L. 228-65 and L. 225-244 of the French ● Commercial Code, the transformation of the corporate form of the Company into a European company and the terms of the transformation were approved by the Shareholders’ Meeting of bondholders who were convened, by second notice, on February, 8 2019 in respect of the following bonds: ISIN FR0011502830, 2.875% coupon, May 2020 maturity; ISIN FR0013264066, 1.25% coupon, June 2024 maturity; In accordance with Article 12§2 of the above-mentioned regulation, the ● registration of the European company may only take place once the procedure relating to the involvement of employees, as provided for in Articles L. 2351-1 et seq . of the French Labor Code, has been completed; that this condition was fulfilled by the signing on June 22, 2018 of an agreement with the special negotiating group; decides on the Board of Directors’ proposal to transform the corporate form of the Company into a European company (Societas Europaea), approves the terms of the transformation, and notes that the Company’s transformation into a European company will take effect as from the date it is registered as a European company at the Lyon Trade and Companies Registry. NINETEENTH RESOLUTION: APPROVAL OF THE COMPANY’S BYLAWS UNDER ITS NEW FORM AS A EUROPEAN COMPANY The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for Extraordinary Meetings, after having reviewed: the Board of Directors’ report; ● the project to transform the corporate form of the Company into a ● European company, drawn up by the Board of Directors on February 14, 2018 and submitted to the registry of the commercial court in Lyon on December 14, 2018; the Board of Directors’ report dated February 14, 2018 explaining and ● justifying the legal and economic aspects of the transformation and indicating the consequences for shareholders and employees of adopting the European corporate form, including a copy of the draft bylaws of its new European corporate form in the notes. adopts, subject to the condition precedent that the previous resolution be adopted article by article then as a whole, the text of the bylaws of the Company in its new form as a European company. These bylaws, a copy of which is included in the notes to the minutes of this Shareholders’ Meeting, will become effective on completion of the transformation of the Company into a European company upon its registration as such. TWENTIETH RESOLUTION: MODIFICATION OF COMPANY BYLAWS TO ALLOW FOR THE APPOINTMENT OF DIRECTORS TO REPRESENT EMPLOYEES – INSERTION OF ARTICLE 11 BIS – “DIRECTORS REPRESENTING EMPLOYEES” IN THE COMPANY BYLAWS The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for Extraordinary Meetings, after having reviewed the report of the Board of Director’s decides to insert an Article 11 bis – “Director representing employees”, the text of which reads as follows: Article 11 bis – “Director representing employees” Pursuant to Article L. 225-27-1 of the French Commercial Code, the ● Board of Directors includes two directors representing employees of the Group. If the number of directors appointed by the Shareholders’ Meeting, other than those representing employees appointed in accordance with Article L. 225-23 of the French Commercial Code, falls below thirteen, the number of directors representing employees would be reduced to one upon expiry of the term of office of said directors. The term of office of directors representing employees is 3 years. In the event a director representing employees vacates his/her seat on the Board, the vacancy shall be filled in accordance with the terms set forth in Article L. 225-34 of the French Commercial Code. As an exception to the rule provided for under Article 11 “Administration” of the present bylaws concerning directors appointed by the Shareholders’ Meeting, directors representing employees are not required to hold a minimum number of shares Appointment procedures The appointment procedures for directors representing employees are as follows: 1. one of whom is appointed by the France Group Committee; 2. “the other by the European Works Council The directors representing employees must satisfy the appointment conditions in accordance with the applicable legal and regulatory provisions” TWENTY-FIRST RESOLUTION: POWERS TO CARRY OUT FORMALITIES The Shareholders’ Meeting grants full powers to the bearer of an original, a copy or an extract of the minutes of the meeting to carry out any and all legal filings and formalities.