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 322 On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. If subscriptions, including those of shareholders if applicable, do not absorb the entire issue, the Board of Directors would be authorized, in the order it determines, (i) to limit the issue to the amount of the subscriptions on the condition that, in the case of ordinary share or security issues where the main security is a share, such amount is equal to at least three-quarters of the initial amount of the issue, and (ii) to freely distribute all or part of the unsubscribed securities. 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. The decision of the Shareholders’ Meeting would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the securities giving access to the Company’s share capital. This delegation would be valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancel and replace all previous delegations of authority with the same purpose. 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 (29 TH RESOLUTION) As permitted by law, the twenty-ninth resolution would enable the Board of Directors to meet excess demand or deal with market volatility, as well as to decide in the context of capital increases with or without preferential subscription rights carried out under the twenty-sixth, twenty-seventh and twenty-eighth resolutions, to increase the number of securities to be issued at the same price as in the initial issue, within the time and limits provided for by the applicable regulations. This option would allow the Board of Directors to proceed, within thirty days of the end of the subscription period, to an additional issue of securities limited to 15% of the initial issue, at the same price, while remaining within the same limits of the nominal amount provided for in the twenty-sixth, twenty-seventh and twenty-eighth resolutions. This new authorization would be valid for a period of twenty-six months as of this Shareholders’ Meeting and cancels and replaces all previous delegations of authority with the same purpose. DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS TO MEMBERS OF A COMPANY SAVINGS SCHEME TO THE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, UNDER ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE (30 TH RESOLUTION) In the thirtieth resolution, the Shareholders’ Meeting is asked to grant the Board of Directors the authority to carry out capital increases for the benefit of Group employees who are members of a company savings plan. In accordance with Article L. 3332-19 of the French Labor Code, the issue price may not exceed the average share price over last twenty trading sessions preceding the decision to set the opening date of the subscription period. It can also not be more than 30% lower than this average, unless the lock-up period for subscribed shares is at least ten years, in which case the issue price cannot be lower than 40% of this average. The Shareholders’ Meeting is therefore requested to delegate to the Board of Directors, within the limit of 3% of the share capital, the power to decide to carry out this capital increase. This delegation is valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancels and replaces all previous delegations of authority with the same purpose. RATIFICATION OF THE AMENDMENTS TO THE BYLAWS CARRIED OUT BY THE BOARD OF DIRECTORS TO RECONCILE WITH LEGAL AND REGULATORY PROVISIONS (31 ST RESOLUTION) At its meeting of February 17, 2021, the Board of Directors made the following amendments to the bylaws pursuant to the authorization of the Shareholders’ Meeting of April 23, 2020 in its twenty-seventh resolution in order to reconcile the bylaws with the provisions of Order no. 2020-1142 of September 16, 2020, on the creation within the French Commercial Code of a section related to listed companies.