Plastic Omnium // 2022 Notice of Meeting
EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022
the total nominal amount of the capital increases that may be ● carried out under this delegation is limited to a nominal amount of two hundred and sixty-four thousand eight hundred and nineteen euros (i.e. on the basis of the current nominal value of the Company’s shares of €0.06, 4,413,650 shares), or the equivalent value of this amount on the date the issue is decided in the event of an issue in another currency or in an account unit set by reference to several currencies, this amount being independent of any other ceiling provided for in delegations relating to capital increases. To this amount shall be added, if necessary, the additional amount of ordinary shares that may be issued in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of investment securities giving access to the Company’s share capital; decides that the price of shares to be issued under this delegation, ● may not be less than 30%, or 40% when the lock-up period provided for in Articles L. 3332-25 and L. 3332-26 of the French Labor Code is equal to or more than ten years, the average opening share price over the last twenty trading sessions preceding the Board of Director’s decision to increase the capital and issue the corresponding number of shares; or exceed this 20-day average; decides that, pursuant to Article L. 3332-21 of the French ● Commercial Code, the Board of Directors may freely allocate to beneficiaries defined in the first paragraph above, existing or to be issued shares, or other existing or to be issued securities giving access to the share capital of the Company in respect of (i) the contribution that may be paid pursuant to the regulations of the employee savings plan of the Company or of the Group and/or (ii) if applicable, the discount; acknowledges that this delegation cancels any prior delegation with ● the same purpose. The Board of Directors may or may not implement this delegation and, with the option of subdelegation under the conditions set by law, take all necessary measures and carry out all necessary formalities. EXPLANATORY STATEMENT 31 st resolution: Delegation of authority granting the Board of Directors the power to reconcile the Company bylaws with legal and regulatory provisions Each year, the General Meeting of Shareholders is asked to renew the authorization previously given to the Board of Directors to amend the bylaws to reconcile them with legislation or regulations. This delegation of authority would bring the bylaws into compliance with new legal or regulatory provisions without waiting for a General Meeting of Shareholders to be called. The amendments to the bylaws so decided would nonetheless be subject to ratification by the next General Meeting. THIRTY-FIRST RESOLUTION: DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS IN ORDER TO RECONCILE THE COMPANY BYLAWS WITH LEGAL AND REGULATORY PROVISIONS The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, after having reviewed the report of the Board of Directors, grants full powers to the Board to reconcile the Company’s bylaws with legal and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General Meeting.
EXPLANATORY STATEMENT 30 th resolution: Delegation of authority granted to the Board of Directors to carry out a capital increase reserved for employees, without preferential subscription rights In the thirtieth resolution, the General Meeting of Shareholders is asked to grant the Board of Directors the authority to carry out capital increases for the benefit of Group employees who are members of a company savings plan. In accordance with Article L. 3332-19 of the French Labor Code, the issue price may not exceed the average share price over last twenty trading sessions preceding the decision to set the opening date of the subscription period. It can also not be more than 30% lower than this average, unless the lock-up period for subscribed shares is at least ten years, in which case the issue price cannot be lower than 40% of this average. The General Meeting of Shareholders is therefore requested to delegate to the Board of Directors, within the limit of a maximum nominal amount of two hundred and sixty-four thousand eight hundred and nineteen euros, the power to decide to carry out this capital increase. This delegation is valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancels and replaces all previous delegations of authority with the same purpose. THIRTIETH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO COMPANY SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, OPTION TO GRANT FREE SHARES IN APPLICATION OF ARTICLE L. 3332-21 OF THE FRENCH LABOR CODE The General Meeting of Shareholders, after having read the report of the Board of Directors and the Statutory Auditors’ report on the application of Articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L.3332-18 et seq. of the French Labor Code: authorizes the Board of Directors, if it deems it appropriate and on ● its sole decision, and with the option to subdelegate under the conditions set by law, to increase the share capital on one or several occasions by issuing ordinary shares or investment securities reserved for employees and managers who are members of one or more savings plans of the Company and/or any French or foreign companies affiliated to it under the terms of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code; waives, in favor of these persons, shareholders’ preferential ● subscription rights to shares that could be issued pursuant this delegation; sets the validity period of this delegation at twenty-six months as of ● this General Meeting;
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PLASTIC OMNIUM Notice of meeting 2022
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