Plastic Omnium // 2021 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors

AUTHORIZATION OF THE COMBINED 3.2.3.2 GENERAL MEETING OF APRIL 26, 2018 The Combined General Meeting of Shareholders of April 26, 2018 authorized the Board of Directors to award existing free shares of the Company to employees and directors of the Company and its French and foreign subsidiaries that are related to it under the conditions set forth in Article L. 225-10-59 of the French Commercial Code. The General Meeting set the period of validity of the authorization at thirty-eight months, which may be used on one or more occasions. The number of shares thus awarded may not represent more than 1% of the share capital as of the date of the General Meeting of Shareholders of April 26, 2018.

The Board of Directors shall identity the beneficiaries of the awards and the number of performance shares granted to each, as well as the vesting conditions, in particular the performance conditions. The Board of Directors may provide for vesting periods and, where applicable, a holding period of more than one year. Performance shares granted under the authorization of April 26, 2018 (plan of April 23, 2021) The Board of Directors, during its meeting of the February 17, 2021, decided, as part of the authorization of the General Meeting of Shareholders of April 26, 2018, to implement a performance share allocation plan, known as performance shares, in favor of executive directors of Compagnie Plastic Omnium SE. The Board of Directors decided on the number of beneficiaries of this plan with the aim of mobilizing the Group’s key employees around its successful development. This is an existing share plan with no dilutive effect for shareholders.

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The main features of this plan, covering 45,947 shares and benefitting executive directors, are as follows:

Vesting period

From April 23, 2021 to the date of the General Meeting of Shareholders in 2025

Presence conditions (contract in force with a Group company on these dates, except for retirement, death, disability or exceptional decision)

At the date of the 2025 General Meeting of Shareholders

Final vesting date

From the date of the 2025 General Meeting of Shareholders

No holding period except for a minimum of 10% of the performance shares allocated, which must be held until the end of their term of office

Holding period

End of vesting period

From the date of the General Meeting of Shareholders in 2025

Return on Capital Employed for 2021, 2022, 2023: 25% of the rights granted ● Cumulative free cash-flow level for 2021, 2022, 2023: 25% of the rights granted ● Average annual growth rate of the Group’s consolidated revenue for 2021, 2022, 2023: 25% of ● the rights granted Percentage of women and implementation of actions to reduce the Group’s carbon footprint in ● 2021, 2022, 2023: 25% of the rights granted

Performance conditions

Performance shares granted during the 2021 fiscal year to each executive director by Compagnie Plastic Omnium SE under the authorization of April 26, 2018

Number of performance shares

Name and position of the director Laurent Burelle Chairman of the Board of Directors

awarded Valuation of the shares Start of vesting period End of vesting period

0

0

N/A

N/A

From the date of the 2025 General Meeting of Shareholders From the date of the 2025 General Meeting of Shareholders

After the 2025 General Meeting of Shareholders for 90% of the shares After the 2025 General Meeting of Shareholders for 90% of the shares

Laurent Favre Chief Executive Officer

29,537

827,036

Félicie Burelle Managing Director

16,410

459,480

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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021

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