Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Text of the resolutions submitted for approval by the Combined Shareholders’ Meeting on April 22, 2021 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 306 Fiscal year Number of shares with dividend rights Dividend per share Income eligible for the tax relief provided for in Article 158-3-2° of the French General Tax Code Income not eligible for the tax relief provided for in Article 158-3-2° of the French General Tax Code Dividends Other income Dividends Other income 2017 147,494,900 0.67 98,821,583 - - - 2018 146,173,826 0.74 108,168,631 - - - 2019 145,349,120 0.49 71,221,069 THIRD RESOLUTION: REPORT FROM THE STATUTORY AUDITORS ON RELATED-PARTY AGREEMENTS AND COMMITMENTS – OLD AGREEMENTS CONTINUED DURING THE FISCAL YEAR After having read the special report of the Statutory Auditors on related-party agreements and commitments referred to in Article L. 225-38 of the French Commercial Code, the Shareholders’ Meeting notes the information mentioned therein regarding the continuation during the current year of agreements signed in the course of previous years. FOURTH RESOLUTION: APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 After having read the Board of Directors report and the Statutory Auditors’ report on the consolidated financial statements, and voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, the Shareholders’ Meeting approves the consolidated financial statements for the year ended December 31, 2020 as presented, as well as the transactions reflected in these financial statements or summarized in these reports and which resulted in net loss (Group share) of -€251,112 thousand. FIFTH RESOLUTION: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO TRANSACT IN THE COMPANY’S SHARES PURSUANT TO THE PROVISIONS OF ARTICLE L. 22-10-62 OF THE FRENCH COMMERCIAL CODE, DURATION OF THE AUTHORIZATION, PURPOSES, TERMS, CEILING The Shareholders’ Meeting, having reviewed the report of the Board of Directors, voting in accordance with the quorum and majority requirements for Ordinary Shareholders’ Meetings, authorizes the latter, for a period of eighteen months, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code, to proceed with the purchase, on one or more occasions that it will decide, of shares of the Company up to the limit of 10% of the number of shares comprising the share capital, if necessary adjusted to take into account any capital increase or decrease that may occur during the duration of the program. Acquisitions may be made with a view to any use permitted by law, in particular: to ensure the promotion of the secondary market or the liquidity of the ● Compagnie Plastic Omnium share through an investment service provider via a liquidity contract in accordance with the practice accepted by the regulations; to retain the shares acquired and use them at a later date for exchange ● or in payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; purposes of Company profit-sharing and/or any other form of allocation of shares to Group employees and/or corporate officers; to cover stock option and/or free share (or similar) plans awarded to ● Group employees and/or corporate officers and all allocations of shares as part of a company or group savings (or similar) plan, or for to cover securities carrying rights to the allocation of the Company’s ● shares within the current regulations; to implement any market practice that may be accepted by the AMF, ● and more generally carrying out any other transaction in accordance with the regulations in force; to cancel any shares acquired, in accordance with the authorization ● granted by the Shareholders’ Meeting of April 23, 2020 in its twenty-first extraordinary resolution. Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. Transactions may be made at any time, except during a public offer period concerning the Company. The Company does not intend to use options or derivative instruments. The maximum number of shares that may be purchased by the Company may not exceed 10% of share capital on the date of this decision, i.e. a maximum number of 14,712,215 shares as of this date. The maximum purchase price may not exceed €80 per share. In the event of a transaction affecting capital, in particular stock splits or reverse stock splits or free share allocations, the aforementioned amount will be adjusted in the same proportion (coefficient of the ratio between the number of shares comprising the equity capital before the transaction and the number of shares after the transaction). At December 31, 2020 the Company held 2,834,235 treasury shares. If these shares were to be canceled or used, the maximum amount that the Company would be allowed to spend would be €1,176,977,200 for the purchase of 14,712,215 shares. This authorization takes effect at the end of this Shareholders’ Meeting and is valid for a period of eighteen months from today. It cancels and supersedes the authorization granted by the Combined Shareholders’ Meeting of April 23, 2020 in its eighth resolution for the unused portion. Unless it takes this action itself, the Shareholders’ Meeting authorizes the Board of Directors to adjust the aforementioned maximum number of shares and maximum purchase price as necessary to take into account the impact on the share price of any change in the par value of the shares or any capital increase by incorporation of reserves and bonus share issues, any stock split or reverse stock split, any return of capital or any other capital transaction, within the aforementioned limits of 10% of share capital and €1,176,977,200. The Shareholders’ Meeting grants full powers to the Board of Directors to use this authorization, to conclude any agreements, carry out any filing and other formalities, notably with the French Financial Markets Authority or any other authority that may replace it, and, more generally, take all necessary action.