Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 100 BONUS OF MR. PAUL HENRY LEMARIÉ In 2020, Paul Henry Lemarié, Deputy Chief Executive Officer until December 31, 2019, received €944,850 corresponding to the balance of his bonus awarded for the fiscal year 2019. As a reminder, until December 31, 2019, the bonus of Mr. Paul Henry Lemarié was based on the cash flow of Burelle SA after payment of interest and tax. Plus the share of operating cash flow of joint ventures (after tax and interest expense and net of dividends paid by these companies). 50% of this bonus is re-invoiced to Compagnie Plastic Omnium SE and its subsidiaries. No other bonus awarded in respect of the 2019 fiscal year was paid in 2020 to the executive corporate officers. Bonus in respect of 2020 BONUS OF LAURENT BURELLE Laurent Burelle, Chairman of the Board of Directors, does not receive any bonus for his duties. BONUS OF LAURENT FAVRE The structure of the annual bonus of Laurent Favre corresponds to 100% of the annual fixed compensation if targets are achieved, i.e. €900,000. For the fiscal year 2020, Mr. Laurent Favre’s bonus is guaranteed up to 50% of the maximum thus defined. The bonus with respect to 2020 is broken down into two parts: a quantifiable part (60%) and a qualitative part (40%). For the quantifiable part, the parameters used are half (50%) for the change in the operating margin compared to the budget and the other half (50%) for the achievement of a level of free cash flow compared to the budget. For the qualitative part, the parameters used were as follows: to develop sustainable growth drivers: strengthen organic growth from ● existing offers and through the development of new skills and solutions for carmakers, and through external growth transactions and adapting partnerships according to defined objectives (15%); to develop the Group’s Digital and Innovation strategy: anticipate ● market developments, accelerate the Group’s digital transformation, continue improving industrial assets and accelerate the deployment of 4.0 (15%); to anticipate and manage risks: refine the methodology to anticipate, ● identify and deal with risks that are serious or likely to impact the Group’s businesses (5%); to focus on social, societal and environmental responsibility: monitor ● changes to non-financial ratings and the Group’s reputation while paying particular attention to the health and safety of Group employees and equal opportunity for men and women (5%). At its meetings of October 20, 2020 and December 11, 2020, the Board of Directors decided, without modifying the compensation policy, to assess the free cash flow and operating margin results, on the basis of the objectives for the second half of 2020 as approved in the 2020 budget at the Board of Directors’ meeting of December 13, 2019, in accordance with the decision taken on the same date to set objectives that could be revised under exceptional circumstances. At its meeting of February 17, 2021, the Board of Directors, on the recommendation of the Compensation Committee: noted that the achievement rate of the quantifiable criteria is 89%, ● broken down as follows: operating margin: 78%, free cash flow: 100%; established the achievement rate of the qualitative criteria to be 85%. ● Given the respective weightings of the quantifiable (60%) and qualitative (40%) criteria, this leads to determining the overall achievement rate for 87%. The amount of the bonus for 2020 is therefore €783,000. It will only be paid to Laurent Favre if the shareholders vote in favor at the Shareholders’ Meeting of April 22, 2021. BONUS OF FÉLICIE BURELLE The structure of the annual bonus of Félicie Burelle corresponds to 100% of the annual fixed compensation if targets are achieved, i.e. €500.000. However, for the fiscal year 2020, Mrs. Félicie Burelle’s bonus is limited up to 50% of the maximum thus defined, i.e. €250,000. The bonus with respect to 2020 is broken down into two parts: a quantifiable part (60%) and a qualitative part (40%). For the quantifiable part, the parameters used are half (50%) for the change in the operating margin compared to the budget and the other half (50%) for the achievement of a level of free cash flow compared to the budget. For the qualitative part, the parameters used were as follows: to develop sustainable growth drivers: strengthen organic growth from ● existing offers and through the development of new skills and solutions for carmakers, and through external growth transactions and adapting partnerships according to defined objectives (15%); to develop the Group’s Digital and Innovation strategy: anticipate ● market developments, accelerate the Group’s digital transformation, continue improving industrial assets and accelerate the deployment of 4.0 (15%); to anticipate and manage risks: refine the methodology to anticipate, ● identify and deal with risks that are serious or likely to impact the Group’s businesses (5%); to focus on social, societal and environmental responsibility: monitor ● changes to non-financial ratings and the Group’s reputation while paying particular attention to the health and safety of Group employees and equal opportunity for men and women (5%). At its meetings of October 20, 2020 and December 11, 2020, the ● Board of Directors decided, without modifying the compensation policy, to assess the free cash flow and operating margin results, on the basis of the objectives for the second half of 2020 as approved in the 2020 budget at the Board of Directors’ meeting of December 13, 2019, in accordance with the decision taken on the same date to set objectives that could be revised under exceptional circumstances. At its meeting of February 17, 2021, the Board of Directors, on the recommendation of the Compensation Committee: noted that the achievement rate of the quantifiable criteria is 89%, ● broken down as follows: operating margin: 78%, free cash flow: 100%; established the achievement rate of the qualitative criteria to be 85%. ●