Plastic Omnium // 2022 Notice of Meeting

EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022

addition, the Board of Directors may introduce a reducible subscription right for shareholders which they could exercise in proportion to their subscription rights and within the limit of their requests, decides that, if irreducible and, where applicable, reducible ● subscriptions do not absorb the entire ordinary share or security issue as defined above, the Board of Directors may use, in the order it considers appropriate, each or only some of the options provided for in Article L. 225-134 of the French Commercial Code, notes that, when necessary, this delegation of authority automatically 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 the shares to which these securities would give entitlement; resolves that the amount paid or due to the Company for each of 5. the shares issued under this delegation shall be at least equal to the nominal value of the share on the date of issue of said shares; confers all powers to the Board of Directors, including that of 6. sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the conditions of the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: concerning the preferential subscription rights attached to ● treasury shares, resolve not to take into account these shares when determining the preferential subscription rights attached to the other shares, distribute the preferential subscription rights attached to the treasury shares among the shareholders on a pro-rata basis according to the rights held, or to sell them on the stock market; set, if necessary, the conditions applied to exercising the rights ● attached to ordinary shares or securities giving access to the share capital, or debt securities to be issued and determines the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), decide, in the event of an issue of debt securities, including ● investment securities giving entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and to determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, on the Board’s sole initiative, charge all capital increase costs to ● the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, set and make all adjustments destined to take account of the ● impact of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modify the bylaws accordingly,

TWENTY-FOURTH 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 INVESTMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITH PREFERENTIAL SUBSCRIPTION RIGHTS, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE AND ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF SUBSCRIPTIONS, DISTRIBUTE OR LAUNCH A PUBLIC OFFER FOR UNSUBSCRIBED SHARES 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 the French Commercial Code, particularly Articles L. 225-129-2, L. 22-10-49, L. 228-91, L. 228-92 and L. 225-132 et seq .: 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, either in euros, a foreign currency or any other account unit established on the basis of a series of currencies, with 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; 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 amount of capital increases that may be realized, ● immediately or in the future, pursuant to this delegation is limited to a nominal amount of six million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million 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-fifth 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 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 will be limited to a nominal amount of two billion 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 the twenty-fifth to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting; sets the period of validity of this delegation at twenty-six months 3. from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; in the event that the Board of Directors uses this delegation: 4. decides that shareholders may exercise their preferential ● subscription rights under the conditions provided for by law; in

77

PLASTIC OMNIUM Notice of meeting 2022