Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Additional information on corporate governance www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 120 $ " $ "! " $ & " 3.3 INFORMATION ON CURRENT 3.3.1 AGREEMENTS ENTERED INTO UNDER NORMAL CONDITIONS The General Secretary of Compagnie Plastic Omnium SE, which is informed of any draft agreement that may be qualified as a related-party agreement or an ordinary agreement, is tasked with analyzing the characteristics of said agreement and thus submitting it for the authorization and control procedure provided for related-party agreements, i.e. to qualify it as a procedure relating to ordinary transactions concluded under normal conditions. In compliance with the regulations, the persons directly or indirectly interested in one of the aforementioned agreements do not take part in the discussions or in the decision-making relating to their assessment. Pursuant to Article L. 22-10-10-2 of the French Commercial Code, no new agreements were entered into during the year ended December 31, 2020, either directly or indirectly, between any corporate officers or shareholders holding more than 10% of the Company’s voting rights and any subsidiaries of Compagnie Plastic Omnium SE that are controlled within the meaning of Article L. 233-3 of the French Commercial Code. REGULATED AGREEMENTS 3.3.2 AND RELATED-PARTY TRANSACTIONS The special report of the Statutory Auditors on the related-party agreements referred to in Article L. 225-38 et seq . of the French Commercial Code with respect to fiscal year 2020 are shown in Section 6.8 of chapter 6. Details of transactions with related parties as covered by the standards adopted in accordance with European regulation 1606/2002 are provided in Note 7.3 to the consolidated financial statements (chapter 5). SERVICE CONTRACTS BETWEEN 3.3.3 MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT To the best of Compagnie Plastic Omnium SE’s knowledge, there is no service agreement binding the members of the Board of Directors or management to the Company or any of its subsidiaries providing for the granting of benefits under such a contract. STATUTORY PROVISIONS 3.3.4 APPLICABLE TO SHAREHOLDERS’ PARTICIPATION IN SHAREHOLDERS’ MEETINGS NOTICE OF SHAREHOLDERS’ MEETINGS 3.3.4.1 The Shareholders’ Meetings are convened, meet and deliberate under conditions set forth by law. The agenda of the meetings is determined by the author of the notice; however, one or more shareholders may, under conditions set forth by law, require draft resolutions to be written into the agenda. The meeting takes place at the headquarters, or at any other place indicated in the notice. The notice of meeting for the Shareholders’ Meeting is published in the Bulletin des Annonces Légales Obligatoires (BALO) under conditions set forth by law and regulations. Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a director who is specially authorized for such purpose by the Board of Directors. Otherwise, the meeting shall itself elect its Chairman. The duties of the tellers shall be performed by the two members of the meeting who are present and accept such duty, and who have the greatest number of votes. The officers of the meeting shall appoint a Secretary, who may be chosen from outside of the shareholders. There shall be an attendance list kept under conditions set forth by law. The minutes of the Shareholders’ Meetings shall be drawn up, and copies thereof shall be delivered and certified under conditions set forth by law. PARTICIPATION IN SHAREHOLDERS’ 3.3.4.2 MEETINGS Every shareholder has the right to participate in the meetings, provided that all payments due for such shares have been met in accordance with the applicable legislations and regulations and within the framework defined by these texts. The right to participate in the meetings, or arrange to be represented, is subject to the accounting entry of the shares in the name of the shareholder by the second business day preceding the meeting at 0:00 hours, Paris time, either in registered share accounts kept by the Company, or in bearer share accounts kept by an authorized intermediary. In accordance with Article 18 of the bylaws, any shareholder may participate in the Shareholders’ Meeting, if the Board of Directors so decides when the meeting is convened, by videoconference or other telecommunication means including the internet, under the conditions pursuant to the applicable regulation at the time of its use. Where applicable, this decision is sent with the notice of meeting published in the Bulletin des Annonces Légales Obligatoires (BALO). The Board of Directors may, if it deems it useful, arrange for the delivery to the shareholders of admission cards with their names, and require the presentation of the same in order to access the Shareholders’ Meeting.