Plastic Omnium // 2021 Universal Registration Document

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SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

financial transactions, in order 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 investment securities giving access to the share capital, the total amount of debt securities of the Company that could • result from this delegation would be limited to a nominal amount of seven hundred and fifty million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting. Moreover, in accordance with the provisions set forth in Article L. 22-10-52 of the French Commercial Code, all issues of equity securities will be capped at 20% of equity capital per 12-month period, and assessed at the date of issue; sets the period of validity of this delegation at twenty-six months from 3. the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; decides to waive preferential subscription rights of shareholders 4. within the context of this resolution; notes that, when necessary, this delegation of authority automatically 5. waives in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders’ preferential subscription rights to shares to which these securities would give entitlement; decides that, in accordance with Article L. 22-10-52 of the French 6. Commercial Code: the issue price of shares shall be at least equal to the minimum • authorized price as defined by law in force at the time this delegation is used the issue price of the investment securities giving access to the • capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be at least equal to the subscription price minimum defined in the preceding paragraph, the conversion, redemption and more generally the transformation • into shares of each investment security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution;

TWENTY-SIXTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, AND THE ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF SUBSCRIPTIONS The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 22-10-52 and L. 228-92: confers all powers to the Board of Directors, including that of 1. sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, by way of an offering as referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, either in euros, a foreign currency or any other account unit established on the basis of a series of currencies, without preferential subscription rights, ordinary shares and/or equity shares, giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, for which the subscription may be effected by offset against liquid and payable receivables; offers covered by 1° of Article L. 411-2 of the French Monetary and Financial Code and decided pursuant to this resolution may be associated, in the context of one issue or several issues carried out simultaneously, with the public offerings decided pursuant to the twenty-fifth resolution submitted to this General Meeting of Shareholders; sets the limits of issue amounts authorized in the event that the 2. Board of Directors uses this delegation of authority, as follows: the total nominal amount of capital increases that may be realized • pursuant to this delegation is limited to a nominal amount of two million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 33,333,333 shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions, subject to their adoption by the General Meeting, to this ceiling shall be added, if necessary, the nominal amount of • additional shares that may be issued in the event of any new

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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021