Plastic Omnium // 2022 Notice of Meeting

EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022

Amounts granted with respect to fiscal year 2021 Comments

Components of compensation

Amounts paid in fiscal year 2021

The Board of Directors decided during fiscal year 2021 to implement a Free Share Allocation Plan under the authorization granted by the General Meeting of Shareholders of April 26, 2018.. The vesting of these shares is subject to the fulfillment of performance conditions which will be noted at the end of a vesting period of four years from the grant date. The number of shares definitively acquired would depend for 25% on the level of free cash-flow, 25% on the ROCE, 25% on the average rate of growth in consolidated revenue and 25% on the percentage of women and the rollout of actions to reduce the carbon footprint. The first full year taken into account for the assessment of the performance conditions for this grant will be 2021. The Board of Directors defined a threshold for each of these criteria, below which no shares will be vested with respect to each of these criteria. These thresholds are not publicly disclosed for confidentiality reasons. In accordance with the provisions of the AFEP-MEDEF Code, the Board of Directors’ meeting of February 17, 2021, on the recommendation of the Compensation Committee, decided that Laurent Favre would receive a performance share award capped at €900,000 gross with respect to 2021 (value calculated on the award date). In addition to the pension rights of the mandatory plan Laurent Favre benefits from Compagnie Plastic Omnium SE’s new pension plan with certain rights. Laurent Favre has a company car with the benefit estimated at €12,726. Laurent Favre benefits from supplementary social protection schemes, in particular the welfare and health insurance scheme for Group employees in accordance with the decision of the Board of Directors of September 24, 2019.

Grant of stock options, performance shares or other long-term compensation

Valuation: €827,036

None

Supplementary pension plans

0

€34,200

Valuation: €12,726

Valuation: €12,726

Benefits in kind

70

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PLASTIC OMNIUM Notice of meeting 2022