Plastic Omnium // 2021 Universal Registration Document

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CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors

In accordance with the provisions of Articles L. 225-37 et seq. and L. 22-10-9 and L. 22-10-10 of the French Commercial Code, this chapter describes the conditions for the preparation and organization of the work of the Board of Directors, including in particular the organizational principles guaranteeing a balance of powers. The components of the compensation of directors are also specified, as well as the transactions in Plastic Omnium shares declared by the directors in 2021 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code. This report was presented to the Audit Committee, the Appointments Committee and the Compensation Committee for the sections that fall under their

areas of responsibility. Thereafter it was approved by the Board of Directors at its meeting of February 17, 2022. Compagnie Plastic Omnium SE refers to the guidelines of the corporate governance code issued by AFEP-MEDEF.

3.1

COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS

3.1.1

DIVERSITY POLICY APPLIED 3.1.1.2

COMPOSITION OF THE BOARD

TO THE BOARD OF DIRECTORS: PROFILES, EXPERIENCE AND EXPERTISE OF CURRENT DIRECTORS

OF DIRECTORS

BALANCE OF THE COMPOSITION 3.1.1.1 OF THE BOARD OF DIRECTORS

In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced representation of women and men on Boards of Directors, the Board of Directors of Compagnie Plastic Omnium SE comprises eight female directors out of 15. The law provides that in assessing the proportion of men and women on Boards of Directors, directors representing the employees and not elected by the General Meeting are not taken into account. As the Board of Directors of Compagnie Plastic Omnium SE includes two directors representing employees, the assessment is made on the basis of 13 directors, of which seven are women, i.e. 54% women. The principle of gender balance is also respected with regard to the two directors representing the employees. In addition to increase the representation of women amongst its members, the Board of Directors of Compagnie Plastic Omnium SE is striving to diversify the profiles of directors in terms of skills and nationalities. On the basis of the skills matrix (see below), the Appointments Committee makes recommendations to the Board of Directors for the purpose of selecting, if necessary with the assistance of an external firm, candidates when renewing the composition of the Board of Directors on the basis of the following criteria: management skills acquired in large French or foreign international ● companies; knowledge of the Group or its business sector; ● professional experience; ● financial and accounting expertise; ● CSR, R&D and digital skills; ● availability and commitment to perform their office. ●

Pursuant to Articles 11 and 11b of the Company’s bylaws and in accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the French Commercial Code, the Board of Directors of Compagnie Plastic Omnium SE is composed of up to 18 members, two of whom represent the Group’s employees when the number of directors is greater than or equal to 8. The term of office of each director is three years and is renewable. Directors are appointed by the General Meeting of Shareholders for three-year terms expiring at the close of the General Meeting called during the year in which their term expires to approve the accounts for the previous fiscal year. The General Meeting of Shareholders of April 22, 2021 renewed the terms of office of Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert, Burelle SA represented by Ms. Éliane Lemarié, Mr. Laurent Burelle, Mr. Laurent Favre, Prof. Dr. Bernd Gottschalk, Mr. Paul Henry Lemarié and Mr. Alexandre Mérieux. It noted the non-renewal of the terms of office of Mr. Jean Burelle and Mr. Jérôme Gallot. Mr. Jean Burelle was appointed censor of the Company by the Board of Directors at its meeting of February 17, 2021. At the date of this report, the Company is administered by a Board of Directors composed of 15 members: 13 directors elected by the General Meeting of Shareholders in ● accordance with the provisions of the French Commercial Code, including the Chairman of the Board of Directors (Mr. Laurent Burelle), the Chief Executive Officer (Mr. Laurent Favre) and the Managing Director (Ms. Félicie Burelle); two directors representing the employees appointed in accordance with the ● provisions of Articles L. 22-10-6 et seq. of the French Commercial Code. The Board of Directors includes five independent directors (see section 3.1.1.5); the percentage of independent directors is therefore 38%, it being specified that in accordance with the AFEP-MEDEF Code, the number of directors representing the employees is not included to calculate the percentage of independent directors.

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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021