Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 22, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 305 Twenty-ninth resolution: Delegation of authority granting the Board of ● Directors the power to increase the number of shares to be issued, with or without preferential subscription rights, under the twenty-sixth through twenty-eighth resolutions, up to a maximum of 15% of the initial issue amount of the capital increase, the issue price, option to grant free shares in application of Article L. 3332-21 of the French Labor Code Thirtieth resolution: Delegation of authority granting the Board of ● Directors powers to increase the share capital by issuing ordinary shares and/or securities giving access to Company shares without preferential subscription rights reserved for members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code, the duration of the delegation, the maximum nominal Thirty-first resolution: Ratification of the amendments carried out by the ● Board of Directors to reconcile the Company bylaws with legal and regulatory provisions Thirty-second resolution: Delegation granting the Board of Directors the ● power to reconcile the Company bylaws with legal and regulatory provisions Thirthy-third resolution: Powers for formalities ● $ ($ $ " # %$ # #% $$ " !!" & 8.2 ) $ # " "#+ $ !" TEXT OF THE RESOLUTIONS SUBMITTED FOR APPROVAL BY THE ORDINARY 8.2.1 SHAREHOLDERS’ MEETING FIRST RESOLUTION: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 After having read the Company financial statements for the year ended December 31, 2020, the report of the Board of Directors and the Statutory Auditors’ report on the annual financial statements for the year ended December 31, 2020, and voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting approves the annual financial statements for the year ended December 31, 2020 as presented, showing a net profit of €104,496,292 as well as the transactions reflected in said financial statements or described in said reports. SECOND RESOLUTION: APPROPRIATION OF NET INCOME FOR THE YEAR AND DETERMINATION OF THE DIVIDEND The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings and noting the results for the year ended December 31, 2020 show a net profit of €104,496,292 and that retained earnings totaled €1,264,217,225 as of February 25, 2021, decides to appropriate the net sum of €1,368,713,517, namely: In euros Total amount to be appropriated 1,368,713,517 Appropriation: Net dividend distributed for 2020 72,089,855 Carried forward 1,296,623,662 Total appropriated 1,368,713,517 Consequently, the Shareholders’ Meeting set the net dividend for 2020 at €0.49 per share. As a reminder, for individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code. The dividends for individual shareholders are subject to withholding at 12.8%. The ex-dividend date will be on April 28, 2021. The dividend will be paid on the date set by the Board of Directors, namely May 3, 2021. Compagnie Plastic Omnium SE shares held in treasury on the dividend payment date will be stripped of dividend rights and the related dividends will be credited to retained earnings. Breakdown after appropriation: After this appropriation shareholders’ equity will stand at €1,333,543,118 and reserves at €1,307,326,680. In accordance with the law, the Shareholders’ Meeting notes that, after deducting dividends not paid on treasury stock, dividends for the last three years were as shown in the table below. In accordance with the provisions of Article 243 bis of the French General Tax Code, the following table summarizes the amount of dividends and other income distributed in respect of the three preceding fiscal years, as well as their eligibility for the 40% tax relief, provided for in Article 158-3-2° of the French General Tax Code, where applicable, for individual shareholders resident in France for tax purposes.