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 333 ARTICLE 17 - OBSERVERS (NON-VOTING BOARD MEMBERS) The Board of Directors can appoint up to three observers, who may be natural or legal persons and may be chosen from among the shareholders. They are appointed for a term of three years ending at the end of the general shareholders’ meeting ruling on the accounts of the last financial year and convened in the year in which their term expires. Observers are called to attend meetings of the Board of Directors and take part in the deliberations in an advisory role, their absence not affecting the validity of the deliberations. The Board of Directors can award observers remuneration commensurate with their activity. The Board determines their share of remuneration and apportions it among them. This share is deducted from the total directors’ remuneration package as fixed by the general shareholders’ meeting. ARTICLE 18 - SHAREHOLDERS’ MEETINGS Shareholders’ meetings are convened and deliberate under the conditions laid down by law, it being recalled that to calculation the majority quorum, 1. votes cast do not include those attached to shares for which the shareholder did not vote, abstained or cast a blank or spoiled vote. The meetings are held at the head office or any other place specified in the notice of meeting. 2. Any owner of shares may attend meetings in person or through a proxy holder, subject to providing proof of identity and to the said shares being 3. registered in the person’s name or that of the intermediary registered on their own account pursuant to the seventh subsection of article L.228-1 of the Commercial Code, on the second working day preceding the meeting at midnight Paris time, either in the Company’s account of registered shares or in the accounts of bearer securities held by an authorized intermediary, such registration in the bearer securities accounts being proven by a sworn statement of attendance within the same deadline and in the place stated in the notice of meeting. Meetings are chaired by the Chair of the Board of Directors, or in his absence by a director specially empowered so to do by the Board. Failing which, 4. the meeting elects its own Chair. The minutes of meetings are drawn up and copies thereof are certified and issued as laid down by law. 5. Postal voting, electronic voting and voting by proxy: All shareholders can vote by post as provided for by law. To be taken into account, a postal voting form must be received by the Company at least two 6. days before the day of the meeting, together with proof of registration of shares or a sworn statement of attendance as stated above. However, shareholders can use the electronic voting form available on the Company’s site for that purpose, if they vote no later than 3 pm Paris time the day before the general meeting. This electronic form must bear the voter’s digital signature as provided for by this article. Shareholders may be represented by another shareholder, their spouse or civil partner. They may also be represented by any natural or legal person of 7. their choosing. A proxy can be named and withdrawn by electronic means. The remote voting form and proxy given by a shareholder are signed by the latter, where necessary by a secure electronic signature process as defined 8. by article 1367 of the Civil Code, or by a digital signature process decided by the Board of Directors Attendance at meetings by teletransmission means If the Board of Directors so allows at the time of convening the meeting, shareholders may attend by any means of telecommunication, including the 9. Internet, that ensure they can be duly identified under the conditions and according to the procedures laid down by current regulations. Shareholders attending by such means are deemed to be in attendance when determining the quorum and majority. 10. Each member of the meeting has as many votes as they own or represent. However, a double voting right with respect to the share of capital they 11. represent compared with voting rights attached to other shares is awarded to all fully paid-up shares that can be proved to have been registered in the name of the same shareholder for at least two years. This right is attached when the shares are issued, in the event of a capital increase through incorporation of reserves, profits or share premiums, to registered shares awarded free of charge to shareholders for former shares for which they benefit from this right. Any shares transferred freehold lose this double voting right; however, transfer further to inheritance, liquidation of community of property between spouses or donation inter vivos in favour of a spouse or legal heir, does not withdraw this vested right and does not interrupt the two-year period if it is in progress. Merger of the Company has no effect on a double voting right, which can be exercised in the acquiring company if the latter benefits from it.