Plastic Omnium // 2022 Notice of Meeting

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

sets the period of validity of this delegation at twenty-six months 3. from the date of this 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 5. 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 shares to which these investment securities would grant entitlement; 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 issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: approve the list of investment securities tendered to the public ● exchange offer, set the exchange ratio and, where applicable, the amount of the cash balance to be paid and record the number of securities tendered to the offer, set, if necessary, the conditions applied to exercising the rights ● attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determine 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 investment securities already issued by the Company), decide, in the event of an issue of debt securities, including ● investment securities granting 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 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 nominal 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 investment securities giving access to share capital will be preserved and modify the bylaws accordingly, and, in general, enter into any agreement, in particular, to ● successfully complete the proposed issues of shares or securities, takes all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out.

This delegation would be valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancel and replace all previous delegations of authority with the same purpose.

TWENTY-NINTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE, WITH CANCELATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, 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, AS CONSIDERATION FOR EQUITY SECURITIES OR INVESTMENT SECURITIES GIVING ACCESS TO THE SHARE CAPITAL CONTRIBUTED AS PART OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE 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 provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 225-147, L. 22-10-54 and L. 228-92: delegates to the Board of Directors, with the option of subdelegation 1. under the conditions set by law, its authority to proceed, in one or more installments, in the proportions and at the times it sees fit, either in euros, in foreign currencies or in any other unit of account established by reference to a set of currencies, and with cancelation of shareholders’ preferential subscription rights, with the issue of 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 as consideration for equity securities or investment securities giving access to the share capital contributed as part of a public exchange offer initiated 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 nominal amount of capital increases that may be realized ● pursuant to this delegation is limited to the 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 several currencies, it being specified that the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth to twenty-eighth resolutions would be deducted from this amount, subject to their adoption by the 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 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 the nominal amount of the debt securities that could be issued pursuant to the twenty-fourth to twenty-eighth resolutions of this meeting would be deducted from this amount, subject to their adoption by the meeting;

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PLASTIC OMNIUM Notice of meeting 2022