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 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 320 DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES PROVIDING ACCESS TO OTHER EQUITY SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITH PREFERENTIAL SUBSCRIPTION RIGHTS (26 TH RESOLUTION) Because of a change in the reference to Articles of the French Monetary and Financial Code cited in the financial resolutions voted at the Shareholders’ Meeting of April 23, 2020, the Board of Directors is re-submitting to a vote by the Shareholders’ Meeting of April 22, 2021 in its twenty-sixth resolution, a renewal of the delegation of authority conferred on the Board of Directors to issue securities with preferential subscription rights. This delegation of authority to the Board of Directors enables it to have the flexibility, if needed, to carry out share issues that are best adapted to the market. This delegation of authority concerns issues, with preferential subscription rights, of ordinary shares and/or equity securities giving access to other equity or other debt securities and/or securities giving access to the equity shares to be issued by the Company for a consideration or free of charge, pursuant to Article L. 228-91 and seq. of the French Commercial Code. It would be renewed for another twenty-six month period as of this Shareholders’ Meeting and, as such, cancels and replaces all previous delegations of authority with the same purpose. In the event of an issue of securities giving future access to new shares, the decision of the Shareholders’ Meeting would waive shareholders’ rights to subscribe to any shares that might be obtained from the securities initially issued. This authorization would be renewed for a maximum nominal amount of capital increases likely to be carried out immediately or in the future under this delegation of four million euros, it being specified that this amount would be included in the nominal amount of capital increases that may be realized by virtue of the twenty-seventh, twenty-eighth and twenty-ninth resolutions. To this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital. This delegation of authority would also cover the authorization to issue, under the conditions specified above, securities giving access to debt securities for a maximum nominal amount of one billion five hundred million euros, it being specified that this amount would be included in the nominal amount of debt securities that may be issued pursuant to the twenty-seventh, twenty-eighth and twenty-ninth resolutions would be charged. On these bases, the Board of Directors would be authorized to proceed with these issues, on one or more occasions, in the best interests of the Company and its shareholders, and could, in accordance with the law, establish a subscription right for shareholders on a reducible basis. The Board of Directors would be authorized to issue warrants of Company shares by subscription offer as well as the free allocation of new shares to owners of old ones. In addition, the Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. DELEGATION OF AUTHORITY GIVING POWERS TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, AND GIVING ACCESS TO OTHER EQUITY SECURITIES OR ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFERING AND/OR AS CONSIDERATION FOR SECURITIES AS PART OF A PUBLIC EXCHANGE OFFER (27 TH RESOLUTION) The twenty-seventh resolution would confer powers on the Board of Directors to issue, without preferential subscription rights, on one or more occasions, ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued by the Company by way of a public offering, excluding offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, for a maximum nominal amount of four million euros, it being specified that this amount would be included in the nominal amount of capital increases that could be carried out under the twenty-sixth, twenty-eighth and twenty-ninth resolutions. To this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital. This resolution would also enable the Board of Directors to issue, under the conditions specified above, securities giving access to debt securities for a maximum nominal amount of one billion five hundred million euros, it being specified that this amount would be included in the nominal amount of debt securities that may be issued pursuant to the twenty-sixth, twenty-eighth and twenty-ninth resolutions. In accordance with the same conditions as those provided for under the twenty-eighth resolution and subject to the following: the issue price of the shares issued directly will be at least equal to the ● minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last three trading days on the Euronext Paris market prior to the date the price is determined, minus the 10% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation;