Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Corporate Governance Code www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 122 "! " $ & " 3.4 AFEP-MEDEF CODE: THE REFERENCE CODE Compagnie Plastic Omnium SE remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://afep.com . The table below provides the Company’s explanations for the recommendations of the AFEP-MEDEF Code that are not applied. Recommendations AFEP-MEDEF Code Compagnie Plastic Omnium SE practices and justifications Terms of office of directors must be staggered so as to prevent reappointment en masse (Article 13.2) The renewal of the term of office of 8 of the 17 members of the Board of Directors will be submitted to the vote of the Shareholders’ Meeting of April 22, 2021. Three members of the Board, including 2 employee directors, have a term of office that expires in 2022 and 4 in 2023. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. In addition, the proportion of terms of office renewed in a bloc at the Shareholders’ Meeting of April 22, 2021 is significantly reduced, ensuring a more staggered renewal of terms of offices. Termination of the employment contract in the event of a corporate office (Article 22) The employment contracts of Laurent Favre and Félicie Burelle have been suspended since January 1, 2020. The AFEP-MEDEF Code states that it is recommended that when an employee becomes an executive director, the employment contract be terminated with the Company. After appointing Laurent Favre, Chief Executive Officer, and Félicie Burelle, Managing Director, the Board of Directors decided that their employment contracts should be maintained. The Board decided that the rights acquired by Mr. Laurent Favre and Mrs. Félicie Burelle in respect of the Group supplementary pension plans for senior executives until December 31, 2019, i.e. for the period prior to the suspension of their employment contracts, would remain frozen and preserved, which involves keeping their employment contract suspended.