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 323 To this end, in order to take into account the creation of the new chapter X of the French Commercial Code on the recodification of the provisions relating to listed companies, the Board of Directors has decided, subject to the ratification of the next Shareholders’ Meeting, to make the corresponding amendments to the Company’s bylaws as follows: harmonization of the first paragraph of Article 11 bis “Directors ● representing employees” with the new codification of Articles L. 225-27-1 in L. 22-10-7 and L. 225-23 in L. 22-10-3 of The French Commercial Code. The first paragraph of Article 11 bis of the bylaws would read as follows, the rest of the article remaining unchanged: “The Board of Directors also includes, pursuant to Article L. 22-10-7 of the French Commercial Code, two directors representing the Group’s employees. In the event that the number of directors appointed by the Shareholders’ Meeting, other than those representing employees appointed in accordance with Article L. 22-10-5 of the French Commercial Code, falls below eight, the number of directors representing employees will be reduced to one upon expiry of the term of office of said directors.”; harmonization of Article 13 “Related-party agreements” to take into ● account the new codification of Articles L. 225-39 in L. 22-10-12 and L. 225-40.2 (repealed) in L. 22-10-13 of the French Commercial Code. Article 13 of the bylaws would read as follows: “Pursuant to Article L. 229-7-6 of the French Commercial Code, the provisions of Articles L. 225-35 to L. 225-38 of the French Commercial Code are applicable to the Company’s agreements.” The purpose of the thirty-first resolution is to submit to the vote of the shareholders the ratification of the amendments presented above. DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS THE POWER TO RECONCILE THE COMPANY BYLAWS WITH LEGAL AND REGULATORY PROVISIONS (32 ND RESOLUTION) The thirty-second resolution proposes, in the interests of flexibility and speed, to renew the authorization granted by the Shareholders’ Meeting of April 23, 2020 in its twenty-seventh resolution, to the Board of Directors, to amend the bylaws in order to bring them into line with the laws or regulations. This delegation of authority would bring the bylaws into compliance with new legal or regulatory provisions without waiting for a Shareholders’ Meeting to be called. The amendments to the bylaws so decided would nonetheless be subject to ratification by the next Shareholders’ Meeting. POWERS OF ATTORNEY TO CARRY OUT FORMALITIES (33 RD RESOLUTION) The purpose of the thirty-third resolution is to authorize the bearer of an original, a copy or an extract of the minutes of the Shareholders’ Meeting to carry out any and all legal filings and formalities in relation to the execution of the decisions of this Shareholders’ Meeting.