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 www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 276 This resolution would also enable the Board of Directors 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 debt securities that may be issued pursuant to the thirteenth, fourteenth and sixteenth resolutions. In accordance with the same conditions as those provided for under the thirteenth resolution and subject to the following: the issue price of the shares issued directly will be at least equal to the ● minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last three trading days on the Euronext Paris market prior to the date the price is determined, minus the 5% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation; the issue price of the securities giving access to the capital shall be ● such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, be at least equal to the subscription price minimum defined above; in addition, the conversion, redemption and more generally the ● transformation of convertible bonds, reimbursable or otherwise transformable into shares, will take into account the par value of said bond in the form of a number of shares such that the amount received by the Company for each share is at least equal to the minimum subscription price for each share issued. On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. 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. Pursuant to the fifth paragraph of Article L. 225-135 of the French Commercial Code, the Board of Directors may grant shareholders, for a specific period of time and subject to conditions determined by the Board in compliance with applicable legal and regulatory provisions, and for all or part of any issue, a priority subscription right which does not constitute a negotiable right and must be exercised in proportion to the quantity of shares owned by each shareholder. The decision of the Shareholders’ Meeting would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the securities giving access to the Company’s share capital. In the event of an issue of securities carried out for the purpose of remunerating shares tendered in the context of a public exchange offer, the Board of Directors would have, within the limits set out above, the necessary powers to draw up the list of securities to be tendered for the exchange and determine the issue conditions, the exchange parity and, if applicable, the amount of the cash payment to be paid, and the terms of the issue. This delegation would be valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancel and replace all previous delegations of authority with the same purpose. DELEGATION OF AUTHORITY GRANTING POWERS TO THE BOARD OF DIRECTORS 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 OFFERING REFERRED TO IN SECTION II OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE (FIFTEENTH RESOLUTION) The fifteenth resolution would confer powers on the Board of Directors to issue, without preferential subscription rights, 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 referred to in Section II of Article L. 411-2 of the French Monetary and Financial Code, for a maximum nominal amount 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, fourteenth 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. This resolution would also enable the Board of Directors 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 debt securities that could be issued pursuant to the thirteenth, fourteenth and sixteenth resolutions and under the same terms applied to security issues that may be carried out pursuant to the thirteenth resolution, subject to the following: the issue price of the shares issued directly will be at least equal to the ● minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last three trading days on the Euronext Paris market prior to the date the price is determined, minus the 5% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation; the issue price of the securities giving access to the capital shall be ● such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, be at least equal to the subscription price minimum defined above;