Plastic Omnium // 2021 Universal Registration Document

3

CORPORATE GOVERNANCE Additional information on corporate governance

3.3

ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE

3.3.1

INFORMATION RELATING TO CURRENT AGREEMENTS ENTERED INTO UNDER ARM’S LENGTH CONDITIONS

Pursuant to Article L. 22-10-10, 2 of the French Commercial Code, concerning fiscal year 2021, the work of the Audit Committee confirmed that all agreements entered into or renewed by the signatories during this fiscal year related to current transactions and were concluded under arm’s length conditions, or were duly authorized by the Board of Directors of the Company prior to their conclusion or renewal. AGREEMENTS REFERRED TO IN ARTICLE 3.3.1.2 L. 22-10-10, 2 OF THE FRENCH COMMERCIAL CODE Pursuant to Article L. 22-10-10-2 of the French Commercial Code, no new agreements were entered into during the year ended December 31, 2021, either directly or indirectly, between any directors or shareholders holding more than 10% of the Company’s voting rights, and any subsidiaries of Compagnie Plastic Omnium SE that are controlled within the meaning of Article L. 233-3 of the French Commercial Code. AGREEMENTS REFERRED TO IN ARTICLE 3.3.1.3 L. 225-40-1 OF THE FRENCH COMMERCIAL CODE PREVIOUSLY The agreements listed below, previously authorized by the Board of Directors and approved by the General Meeting of Shareholders during previous fiscal years in accordance with Article L. 225-40-1 of the French Commercial Code, and of which the implementation continued during the 2021 fiscal year, were examined by the Board of Directors at its meeting of February 17, 2022. Royalty agreement for licensing and technical assistance ● Agreement signed in 2021 between Compagnie Plastic Omnium SE and BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS Compagnie Plastic Omnium SE holds 50% of the voting rights in BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS This agreement was authorized by the Board of Directors on February 26, 2013 and ratified by the General Meeting of Shareholders of April 25, 2013. Its purpose is to use the designs, models, industrial processes, know-how, and related technical assistance services of Compagnie Plastic Omnium SE. The agreement was for a period of five years, renewable by tacit agreement. Supplementary pension plan agreement of the Group's Senior ● Executives Agreement signed in 2003 between Compagnie Plastic Omnium SE and Burelle SA. Burelle SA directly holds 59.35% of the share capital of Compagnie Plastic Omnium SE. This agreement was authorized by the Board of Directors on December 11, 2003 and ratified by the General Meeting of Shareholders of April 22, 2004. APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS AND WHOSE EXECUTION CONTINUED DURING FISCAL YEAR 2021

PROCEDURE IMPLEMENTED UNDER 3.3.1.1 ARTICLE L. 22-10-12 OF THE FRENCH COMMERCIAL CODE In accordance with the legal provisions and on the recommendation of the Audit Committee, on December 10, 2021 the Board of Directors adopted a charter relating to the identification and evaluation of related-party agreements and free agreements whose purpose is to specify the methodology and criteria to be applied for the classification of related-party agreements and commitments relating to current agreements and entered into under arm’s length conditions by the Company and fulfilling these conditions. It may be amended at any time by the Board of Directors, in particular to take into account any legislative and regulatory changes. In accordance with the law, agreements entered into between the persons referred to in Article L. 225-38 of the French Commercial Code (agreement entered into directly or through an intermediary between the Company and its Chief Executive Officer, one of its Managing Directors, one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, in the case of a corporate shareholder, the Company controlling it within the meaning of Article L. 233-3 of the French Commercial Code), relating to current agreements and entered into under arm’s length conditions, are not subject to prior authorization by the Board of Directors. The charter provides for the following procedure: The Legal and Financial Departments, informed of any draft agreement that may be qualified as a related-party agreement or a current agreement, are responsible for analyzing the characteristics of said agreement and thus submitting it either to the authorization and control procedure provided for related-party agreements, or classifying it as a an agreement relating to ordinary transactions concluded under arm’s length conditions. This procedure also provides for an annual review by the Audit Committee of agreements classified as current transactions entered into under arm’s length conditions based on the accounting entries recorded during the previous fiscal year. This review is carried out in the light of the criteria specified in the charter enabling a current agreement to be classified as under arm’s length conditions. Each year, the Audit Committee also examines the relevance of the criteria used to classify a current agreement entered into under arm’s length conditions, specified in the charter. The Audit Committee reports on its work to the Board of Directors, which ensures, on the basis of these reports, that the aforementioned agreements relating to day-to-day transactions and entered into under arm’s length conditions meet these conditions. In this context, the Board of Directors may either confirm the classification as a current agreement entered into under arm’s length conditions, or consider that the agreement in question must be subject to the related-party agreement procedure and therefore be subject to its ratification. In compliance with the regulations, the persons directly or indirectly interested in one of the aforementioned agreements do not take part in the discussions or in the decision-making relating to their assessment.

116

www.plasticomnium.com

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021