Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 22, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 319 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PRESENTED 8.3.2 TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING AUTHORIZATION TO GRANT STOCK OPTIONS IN THE COMPANY TO EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND/OR GROUP COMPANIES (24 TH RESOLUTION) The authorization granted to the Board of Directors by the Combined Shareholders’ Meeting of April 28, 2016 under its seventeenth resolution to grant stock options to employees and/or corporate officers of the Company and/or Group companies, expired in June 2019. The purpose of the twenty-fourth resolution is to propose to the Shareholders’ Meeting to grant the Board of Directors a new authorization to award options on existing shares held by the Company. The beneficiaries of the stock options would be employees and certain corporate officers of the Company and certain related companies. The total number of options that may be granted under this authorization may not give the right to purchase a number of shares representing more than 0.5% of the share capital on the date of this Meeting, it being specified that, from this number of shares likely to be purchased through the exercise of stock options, would be deducted the number of shares likely to be freely awarded under the twenty-fifth resolution. The purchase price of the shares by the beneficiaries will be set 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. This subscription price would be equal to the average price for the twenty trading sessions preceding the day on which the options would be granted, without the right to use the legal discount, and could not be less than 80% of the average purchase price of shares held by the Company under Articles L. 22-10-61 and L. 22-10-62 of the French Commercial Code. The Board of Directors, on the basis of the recommendations of the Compensation Committee, have full powers to, in particular, approve the list of beneficiaries of the options and decide the number of shares that each may acquire, as well as the vesting conditions of the shares. This authorization would be granted for a period of thirty-eight months from the date of this Shareholders ‘Meeting and would have the effect of canceling any previous delegation with the same purpose as from the same date. AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO AWARD EXISTING AND/OR TO BE ISSUED FREE SHARES IN THE COMPANY TO EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND/OR GROUP COMPANIES (25 TH RESOLUTION) The twenty-sixth resolution seeks to renew the authorization granted to the Board of Directors at the Shareholders’ Meeting of April 26, 2018 in its twenty-first resolution. Its purpose is to grant the Board of Directors a new authorization to award existing and/or to be issued free shares to employees and/or corporate officers of the Company as well as to related companies under the conditions determined by law and in accordance with the provisions of Articles L. 22-10-49, L. 22-10-59, L. 225-197-2 and L. 22-10-60 of the French Commercial Code. Under this authorization, the number of free shares that may be allocated may not exceed 0.2% of the share capital on their award date, it being specified that, from this number of shares that may be freely awarded, would be deducted the number of shares likely to be purchased through the exercise of the stock options under the twenty-fourth resolution authorizing the Board of Directors to grant stock options to employees and/or corporate officers of the Company and/or Group companies. If the Shareholders’ Meeting approves this resolution, any free share awards will be decided on the basis of the proposals of the Senior management reviewed by the Compensation Committee. The Board of Directors will determine the identity of the beneficiaries, the number of shares allocated to each one as well as, where applicable, the award criteria for these shares. It could use this authorization on one or more occasions. In accordance with Article L. 225-197-4 of the French Commercial Code, a special report will be prepared to inform the Shareholders’ Meeting of the transactions carried out pursuant to this authorization. The renewal of this authorization would cover a period of thirty-eight months from the date of this Shareholders’ Meeting, thereby cancelling the authorization previously granted by the Shareholders’ Meeting of April 26, 2018.