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

RESPONSIBILITIES AND POWERS 3.1.2.3 OF THE BOARD OF DIRECTORS Responsibilities of the Board

The works of the Board of Directors are based on its regularly updated Internal Rules, which aim at completing the legal, regulatory and statutory rules and the industry recommendations that the Board refers to. Powers of the Board of Directors The balance of powers within the Board of Directors is based mainly on its consistent and harmonious composition and on the qualities of its members. The diversity and complementarity of the directors’ experiences and expertise (entrepreneurial, international, financial, industrial, digital, etc.) enables quick and in-depth understanding of the issues involved in the Plastic Omnium Group’s development. The balance between long-serving, seasoned directors and those more recently appointed allows a new vision to be combined with the consistency of long-term decisions. Senior Executives have the broadest powers to act under any circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers that the law expressly grants to General Meetings of Shareholders and to the Board of Directors. The Internal Rules of the Board of Directors contain limits on his powers to take certain decisions which, on account of their purpose or their amount, are subject to the prior approval of the Board of Directors. Thus, the Board of Directors must approve material transactions likely to affect the Group’s strategy or significantly change its financial structure or scope of businesses.

By virtue of the legal and regulatory provisions and of Article 11 of the bylaws, the Board of Directors sets the Group’s strategies and ensures their implementation. Subject to the powers expressly conferred on shareholders’ meetings and within the limits of the Company’s objects, the Board examines any question in connection with the smooth running of the Company and through its deliberations settles matters concerning it. It is committed to promoting the long-term creation of value by the business, taking into due consideration the social and environmental implications of its activities. The Board ensures that shareholders receive relevant and informative information on the Company’s strategy, development model and the account taken of the significant non-financial issues for the Company as well as its long-term outlook. The Board of Directors carries out the controls and verifications that it deems necessary. The directors control the Company’s economic and financial management, they review and approve the broad lines of actions considered by the Senior Executives, which implement them. To this end, the Board constantly seeks a working method which, while strictly complying with the law and regulations, is conducive to the conditions of good corporate governance.

3.1.3

ACTIVITIES OF THE BOARD OF DIRECTORS

Board of Directors

6 MEETINGS OF THE BOARD OF DIRECTORS AND ONE EXECUTIVE SESSION

97 % ATTENDANCE RATE

38 % INDEPENDENT

In 2021, the Board’s activity mainly focused on the following topics:

During 2021, the Board of Directors met six times. The Attendance rate at Board meetings was 97%. Attendance rate at the meetings of the committees of the Board of Directors was 100%. The average individual attendance rate for Board of Directors’ and Committee meetings for 2021 is shown, for each director, in section 3.1.2.1. The agenda of the Board of Directors is drawn up by the Chairman of the Board of Directors in consultation with the Chief Executive Officer. The Board is regularly informed of the work of the various committees by their Chairman and takes its decisions based on their recommendations.

Group strategic orientations and monitoring of its businesses the definition of the new strategic plan; ●

the operational implementation of the strategic directions taken in the ● field of hydrogen mobility and definition of the scope of the Group’s new Division, Plastic Omnium New Energies; research and innovation; ●

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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021