Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of February 25, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 331 ARTICLE 11 - ADMINISTRATION The Company is administered by a Board of Directors, which lays down guidelines for the Company’s business and ensures they are followed, in accordance with its corporate interest, taking into consideration the social and environmental aspects of its business. Subject to the powers expressly conferred on shareholders’ meetings and within the limits of the company’s objects, the Board examines any question in connection with the smooth running of the company and through its deliberations settles matters concerning it. The Board of Directors’ prior approval is required for the following transactions: collateral security, sureties and guarantees given by the Company, under the conditions of article L.225-35 of the Commercial Code; ● regulated agreements, under the conditions of article 13 herein. ● The Board of Directors may carry out any checks and verifications it sees fit. The Board of Directors, appointed as required by law, is made up of three to eighteen members, who may be natural persons or legal entities, the number thereof may be increased under the conditions laid down by law. During their term of office, all directors must own at least 900 shares. Directors are appointed for three years and are re-eligible. A director’s term of office expires at the end of the general shareholders’ meetings ruling on the accounts of the past year convened in the year in which the term of office of the director in question expires. The number of directors who are natural persons and permanent representative of legal-entity directors over the age of seventy-five cannot exceed half (rounded up to the nearest integer) the directors in office. Even after their term of office ends, members of the Board of Directors shall not disclose any information on the Company that if disclosed would harm its interests, unless such disclosure is required or accepted by current statutory or regulatory provisions or is in the public interest. ARTICLE 11 BIS - DIRECTOR REPRESENTING EMPLOYEES Pursuant to article L.22-10-7 of the Commercial Code, the Board of Directors also includes two directors representing the Group’s employees. If the number of directors appointed by the general meeting, apart from directors representing shareholder employees appointed under article L.22-10-5 of the Commercial Code, were to fall to eight or less, the number of directors representing employees would be reduced to one at the end of their term of office. The term of office of directors representing employees is 3 years. If the seat of a director representing employees falls vacant for any reason whatsoever, the vacant seat will be filled as provided for by article L.225-34 of the Commercial Code. Notwithstanding the rule stated in article 11 “Administration” herein for directors appointed by the general meeting, directors representing employees are not required to own a minimum number of shares. Appointment procedures: Directors representing employees are appointed under the following procedure: one of them is appointed by the Group Works Council France; 1. the other by the staff representative body of the Societas Europaea. 2. Directors representing employees must meet the conditions of appointment specified by the statutory and regulatory requirements on the subject. ARTICLE 12 - DELIBERATIONS OF THE BOARD OF DIRECTORS Directors may be invited to Board meetings by any means, even verbally. Board meetings can be held wherever the convenor chooses. However, the Board may adopt decisions specified by current regulations by written consultation. The Board of Directors meets as often as the company’s interests so require and at least once every three months. A director may be represented by another director at Board meetings. However, each director may have only one proxy for the same session. Directors can attend Board meetings by any videoconferencing or telecommunications means, in conditions compliant with regulations, unless the Commercial Code requires them to be physically in attendance or represented.