Plastic Omnium - 2020 Universal Registration Document

SHAREHOLDERS' MEETING Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 22, 2021 www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 318 Prof. Dr. Bernd Gottschalk has been a director of Compagnie Plastic Omnium SE since April 28, 2009. Since his first appointment, Prof. Dr. Bernd Gottschalk’s attendance at the meetings of the Board of Directors and the Committees of which he was a member has been 90%. If the Shareholders’ Meeting approves the proposed renewal, the term of office of Prof. Dr. Bernd Gottschalk would end at the end of the Shareholders’ Meeting to be held in 2024 to approve the financial statements for the financial year 2023. RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR, MR. PAUL HENRY LEMARIÉ (12 TH RESOLUTION) As the term of office of Paul Henry Lemarié expires in 2021, his renewal for a period of three years is submitted to the Meeting. Mr. Paul Henry Lemarié joined the Plastic Omnium Group in 1980 as director of the 3P – High-Performance Plastic Products Division. In 1985, he became Chairman of the Automotive Division. He was Chief Operating Officer of Compagnie Plastic Omnium SE until 2019. Mr. Paul Henry Lemarié is currently Chief Operating Officer of Burelle SA. Mr. Paul Henry Lemarié has been a director of Compagnie Plastic Omnium SE since June 26, 1987. Since his first appointment, Mr. Paul Henry Lemarié’s attendance at meetings of the Board of Directors has been 100%. If the Shareholders’ Meeting votes to approve the proposed renewal, Mr. Paul Henry Lemarié’s term of office will expire at the end of the Shareholders’ Meeting called in 2024 to approve the 2023 financial statements. RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR, MR. ALEXANDRE MÉRIEUX (13 TH RESOLUTION) The proposal that Mr. Alexandre Mérieux’s term of office as director, which expires in 2021, be renewed for a period of three years is submitted to the Shareholders’ Meeting. Alexandre Mérieux graduated from the University of Lyon with a degree in biology and from HEC Montreal Business School. Chairman and Chief Executive Officer of bioMérieux since December 2017, Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences. Mr. Alexandre Mérieux has been a director of Compagnie Plastic Omnium SE since April 26, 2018. Since his first appointment, Mr. Alexandre Mérieux’s attendance at meetings of the Board of Directors has been 93%. If the Shareholders’ Meeting votes to approve the proposed renewal, Mr. Alexandre Mérieux’s term of office will expire at the end of the Shareholders’ Meeting called in 2024 to approve the 2023 financial statements. The Board of Directors, after consulting the Appointments Committee, considers that Mr. Alexandre Mérieux qualifies as an independent director under the AFEP-MEDEF Code. NON-RENEWAL OF THE TERM OF OFFICE OF TWO DIRECTORS, MR. JEAN BURELLE AND MR. JÉRÔME GALLOT (14 TH AND 15 TH RESOLUTIONS) Messrs. Jean Burelle and Jérôme Gallot having informed the Board of Directors of their wish not to have their terms of office renewed on their expiry, the fourteenth and fifteenth resolutions propose to the General Meeting to acknowledge their non-renewal. The Board of Directors, after having appointed Mr. Jean Burelle as a non-voting member, on the recommendation of the Appointments Committee, decided not to replace Mr. Jérôme Gallot and Mr. Jean Burelle as directors. Mr. Jean Burelle was appointed a non-voting member of Compagnie Plastic Omnium SE by decision of the Board of Directors on February 17, 2021. APPROVAL OF THE COMPENSATION POLICY FOR EXECUTIVE DIRECTORS (16 H TO 19 TH RESOLUTIONS) The sixteenth, seventeenth, eighteenth, and nineteenth resolutions submit to the vote of the Shareholders’ Meeting the compensation policy of the corporate officers, i.e. the Chairman of the Board of Directors, the Chief Executive Officer, the Managing Director and the directors of Compagnie Plastic Omnium SE, in accordance with Article L. 22-10-8 II and R. 225-29-1 of the French Commercial Code. This policy is in line with Compagnie Plastic Omnium SE’s corporate interests, contributes to its sustainability and is part of its strategy. It is presented in section 3.2.2 of the Company’s 2020 Universal Registration Document. APPROVAL OF ALL COMPENSATION PAID OR AWARDED TO CORPORATE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2020 (20 TH RESOLUTION) The twentieth resolution asks the Shareholders’ Meeting to vote on components of the compensation paid or awarded to each corporate officer pursuant to Article L. 225-10-9 I of the French Commercial Code, the details of which can be found in section 3.2.1 of the Universal Registration Document. APPROVAL OF THE COMPONENTS OF THE COMPENSATION PAID OR AWARDED IN RESPECT OF THE 2020 FINANCIAL YEAR TO THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THE MANAGING DIRECTOR (21 ST TO 23 RD RESOLUTIONS) The twenty-first, twenty-second and twenty-third resolutions submit to the vote of the Shareholders’ Meeting the components of the compensation paid or awarded for the year 2020 to the Chairman of the Board of Directors, Laurent Burelle, the Chief Executive Officer, Laurent Favre, and the Managing Director, Ms. Félicie Burelle. Details of these components of compensation are provided in section 3.2.1 of the Universal Registration Document.