Plastic Omnium - 2018 Registration Document

7 SHAREHOLDERS’ MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 25, 2019 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 275 APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED IN RESPECT OF 2018 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER, AND THE CHIEF OPERATING OFFICERS (TENTH TO TWELFTH RESOLUTIONS) 2018 to Mr. Laurent Burelle, Chairman and Chief Executive Officer, to Mr. Paul Henry Lemarié, Chief Operating Officer and Mr. Jean-Michel Szczerba, Co-Chief Executive Officer and Chief Operating Officer. Details of the proposed compensation can be found as presented in chapter 2 of the Registration Document. The tenth, eleventh and twelfth resolutions ask the Shareholders’ Meeting to vote on the components of compensation paid or awarded in respect of REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PRESENTED 7.3.2 AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING DELEGATION OF AUTHORITY GRANTING POWERS TO THE BOARD OF DIRECTORS 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(13TH RESOLUTION). The delegation of authority granting powers to the Board of Directors by the Shareholders’ Meeting of April 27, 2017, to issue securities with shareholders’ preferential subscription rights, expires on June 28, 2019. The purpose of the 13 th  resolution is to renew this delegation of authority so that the Board of Directors may continue have the flexibility, if needed, to carry out share issues that are best adapted to the market. This delegation of authority concerns issues, with preferential subscription rights, of ordinary shares and/or equity securities giving access to other equity or other debt securities and/or securities giving access to the equity shares to be issued by the Company for a consideration or free of charge, pursuant to Article L. 228-91 of the French Commercial Code. It would be renewed for another twenty-six month period as of this Shareholders’ Meeting and, as such, cancel and replace all previous delegations of authority with the same purpose. In the event of an issue of securities giving future access to new shares, the decision of the Shareholders’ Meeting would waive shareholders’ rights to subscribe to any shares that might be obtained from the securities initially issued. This authorization would be renewed for a maximum nominal amount of the capital increases that may be carried out immediately or in the future under this delegation of one million euros, it being specified that this amount would be included in the nominal amount of capital increases that could be carried out under the fourteenth, fifteenth and sixteenth resolutions. 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. debt securities that could be issued pursuant to the fourteenth, fifteenth and sixteenth resolutions. This delegation of authority would also cover the authorization to issue, under the conditions specified above, securities giving access to debt securities for a maximum nominal amount of €750 million, it being specified that this amount would be included in the nominal amount of On these bases, the Board of Directors would be authorized to proceed with these issues, on one or more occasions, in the best interests of the Company and its shareholders, and could, in accordance with the law, establish a subscription right for shareholders on a reducible basis. The Board of Directors would be authorized to issue warrants of Company shares by subscription offer as well as the free allocation of new shares to owners of old ones. In addition, the Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. DELEGATION OF AUTHORITY GIVEN POWERS TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES WITHOUT PREFERENTIAL RIGHTS, AND GIVING ACCESS TO OTHER EQUITY SECURITIES OR ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFERING AND/OR AS CONSIDERATION FOR SECURITIES AS PART OF A PUBLIC EXCHANGE OFFER (14TH RESOLUTION) The fourteenth resolution would confer powers on the Board of Directors to issue, without preferential subscription rights, and on one or more occasions, ordinary shares and/or equity securities 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, of one million euros, it being specified that this amount would be included in the nominal amount of capital increases that could be carried out under the thirteenth, fifteenth and sixteenth resolutions. 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.