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 309 decides that the purchase price of the existing shares will be 5. determined by the Board of Directors, in accordance with the provisions of Articles L. 22-10-56 and L. 225-179 of the French Commercial Code and without discount; decides that no options may be granted: 6. within ten trading days preceding and following the date on which the ● consolidated financial statements are made public, within the period between the date on which the Company’s ● corporate bodies become aware of any information which, if made public, could have a significant impact on the price of the Company’s shares, and the date after ten trading sessions when this information was made public, less than twenty trading sessions after the ex-dividend date or a ● capital increase; delegates full powers to the Board of Directors, with the option of 7. sub-delegation, to set the other terms and conditions for the award of options and their exercise and in particular to: set the conditions under which the options will be granted and draw ● up the list or categories of beneficiaries as provided for above, determine, where applicable, the length of service conditions to be met by these beneficiaries, decide on the conditions under which the price and the number of shares must be adjusted, in particular in the cases provided for in Articles R. 225-137 to R. 225-142 of the French Commercial Code, set the exercise period for the options thus granted, it being specified ● that the term of the options may not exceed a period of ten years from their award date, provide for the ability to temporarily suspend the exercise of options ● for a maximum period of three months in the event of financial transactions involving the exercise of a right attached to the shares; acknowledges that this authorization supersedes any previous 8. authorization with the same purpose. TWENTY-FIFTH RESOLUTION: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO FREELY EXISTING AND/OR TO BE ISSUED EXISTING SHARES TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES, DURATION OF THE AUTHORIZATION, CEILING, DURATION OF THE VESTING PERIODS, PARTICULARLY IN THE EVENT OF DISABILITY AND RETENTION The Shareholders’ Meeting, voting in accordance with the quorum and majority requirements applicable to Extraordinary Shareholders’ Meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, authorizes the Board of Directors to proceed, on one or more occasions, in accordance with Articles L. 22-10-49, L. 22-10-59, L. 225-197-2 and L. 22-10-60 of the French Commercial Code, to award existing and/or to be issued ordinary shares in favor of: employees of the Company or of companies directly or indirectly related ● to it within the meaning of Article L. 225-197-2 of the French Commercial Code; and/or corporate officers who meet the conditions set by ● Article L. 22-10-59 of the French Commercial Code. authorization would give right will be deducted from this ceiling. The total number of free shares that may be awarded to corporate officers of the Company may not exceed 0.1% of the capital within this authorization. The total number of free shares thus awarded may not exceed 0.2% of the share capital on the date of the decision to award them by the Board of Directors, it being specified that the total number of shares to which the options that may be granted by the Board of Directors under the foregoing The vesting of free shares, including for executive directors, will be expressly subject, pursuant to this authorization, to compliance with a presence condition and the achievement of one or more specific performance conditions determined by the Board of Directors at the time of the decision to award them. The Board of Directors will set, in accordance with the law, at the time of each award decision, the vesting period, at the end of which the shares will vest. The vesting period may not be less than one year from the award date of the shares. The Board of Directors will set, in accordance with the law, at the time of each award decision, the required holding period for the Company’s shares by the beneficiaries, which shall run from the vesting date of the shares. The holding period may not be less than one year. However, in the event that the vesting period is greater than or equal to two years, the holding period may be canceled by the Board of Directors. As an exception, vesting will take place before the end of the vesting period in the event of disability of the beneficiary corresponding to the classification in the second and third categories provided for in Article L. 341-4 of the French Social Security Code. The existing shares that may be awarded under this resolution must be acquired by the Company, as part of the share buyback program authorized by the fifth ordinary resolution adopted by this Meeting in accordance with Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution. Full powers are granted to the Board of Directors, with the option of sub-delegation, for the purpose of: setting the conditions and, where applicable, the criteria for the award ● of shares; determining the identity of the beneficiaries and the number of shares ● awarded to each of them; determining the impact on the rights of the beneficiaries of transactions ● that modify the share capital or that are likely to affect the value of the shares granted and carried out during the vesting and holding periods and, accordingly, modify or adjust, if necessary, the number of shares granted to preserve the rights of beneficiaries; determining, within the limits set by this resolution, the length of the ● vesting period and, where applicable, the holding period of the free shares awarded; where applicable: ● acquiring the shares required under the share buyback program and ● allocate them to the performance share plan, taking all necessary measures to ensure compliance with the holding ● requirements of beneficiaries, and, in general, doing whatever the implementation of this ● authorization requires, within the framework of the legislation in force. It is granted for a period of thirty-eight months from the date of this Meeting. It supersedes any previous authorization with the same purpose.