Annual Report (ESEF) • Mar 15, 2022
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2021-01-01 2021-12-31 ifrs-full:TreasurySharesMember 969500E35QZFDE7TVG55 2021-01-01 2021-12-31 po:PremiumAndLegalReserveMember 969500E35QZFDE7TVG55 2020-12-31 ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember ifrs-full:IssuedCapitalMember 969500E35QZFDE7TVG55 2020-12-31 ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember ifrs-full:OtherReservesMember 969500E35QZFDE7TVG55 2020-12-31 ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember ifrs-full:TreasurySharesMember 969500E35QZFDE7TVG55 2020-12-31 ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyRequiredByIFRSsMember po:PremiumAndLegalReserveMember 969500E35QZFDE7TVG55 2020-12-31 po:EquityAfterIas19AdjustmentCumulativeEffectAtDateOfInitialApplicationMember ifrs-full:IssuedCapitalMember 969500E35QZFDE7TVG55 2020-12-31 po:EquityAfterIas19AdjustmentCumulativeEffectAtDateOfInitialApplicationMember ifrs-full:OtherReservesMember 969500E35QZFDE7TVG55 2020-12-31 po:EquityAfterIas19AdjustmentCumulativeEffectAtDateOfInitialApplicationMember ifrs-full:TreasurySharesMember 969500E35QZFDE7TVG55 2020-12-31 po:EquityAfterIas19AdjustmentCumulativeEffectAtDateOfInitialApplicationMember po:PremiumAndLegalReserveMember UNIVERSAL R E G I S T R A T I O N DOCUMENT 2021 Including the integrated report, the annual financial report, the corporate governance report, the statement of non-financial performance. SUMMARY REINVENTING, INVENTING INTEGRATED REPORT 2021 STATUTORY FINANCIAL STATEMENTS 1 6 3 AFR 287 6.1 Comments on the statutory financial statements 6.2 Balance sheet 288 289 291 AFR RISK FACTORS AND MANAGEMENT 2.1 Main risk factors 2 51 52 6.3 Income statement 6.4 Notes to the statutory financial statements 6.5 Five-year financial summary 6.6 Table of subsidiaries and affiliates 6.7 Statutory Auditors’ report on the annual financial statements 2.2 Internal control procedures and risk management 292 307 308 57 AFR CORPORATE GOVERNANCE 3.1 Composition and conditions for the preparation and organization of the work of the Board of Directors 3.2 Compensation of members of the Board of Directors and executive dIrectors 3.3 Additional information on corporate governance 3 61 310 315 6.8 Special Auditors' report on related-party agreements 62 93 CAPITAL AND SHAREHOLDING 7.1 Share capital information 7.2 Information on the shareholding structure 7.3 The Plastic Omnium share 7.4 Relations with the financial community 321 7.5 Financial communication and shareholder calendars 7.6 Contacts 7 8 317 318 116 118 119 3.4 Corporate Governance Code 3.5 Information on share capital 318 318 3.6 Shareholding structure of Compagnie Plastic Omnium SE 124 322 322 NON-FINANCIAL REPORTING DISCLOSURE 4.1 Sustainability at the heart of market trends 4 SNFP 125 SHAREHOLDERS' MEETING 8.1 Agenda 323 324 127 131 4.2 Plastic Omnium's business model 8.2 Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8.3 Statutory Auditors’ report on the reduction in capital 8.4 Report of the Statutory Auditors on the authorization to GRANT stock options 8.5 Report of the Statutory Auditors on the authorization to grant existing or future free shares 4.3 The risk management and non-financial reporting of the Group 4.4 The vigilance plan 4.5 The “European taxonomy” 4.6 Other non-financial indicators 4.7 Methodology 147 177 180 184 189 190 326 353 4.8 Cross-reference table 4.9 Report from the Independent third Party 193 354 355 CONSOLIDATED FINANCIAL STATEMENTS 2021 5.1 Comments on the fiscal year and outlook 5.2 Consolidated financial statements at December 31, 2021 5 AFR 8.6 Statutory Auditors’ report on the issue of shares and/or various securities with and/or without cancellation 197 200 206 282 of the preferential subscription rights 356 8.7 Statutory Auditors’ report on the issue of shares and/or securities reserved 5.3 Statutory auditors’ report on the consolidated financial statements for members of a company savings plan 358 AFR ADDITIONAL INFORMATION 365 9 9.1 General information about the Company 366 9.2 List of regulated information published during the last 12 months 369 9.3 Person responsible for the Universal Registration Document AFR 370 CROSS-REFERENCE TABLES GLOSSARY 371 377 AFR The items in the Annual Financial Report are identified in the summary using the MG pictogram The Statement of Non-Financial Performance is identified in the summary using the SNFP pictogram SNFP GRANDS PRIX DE LA TR NSPARENCE Plastic Omnium won the Universal Registration Document Clarity Prize as part 2021 of the 2021 Transparency Awards (Grand Prix de la Transparence) www.plasticomnium.com Plastic Omnium designs and produces complex and interactive body systems, emission reduction and energy storage systems. Since 2015, its sustained investments in hydrogen have enabled it to offer a complete range of hydrogen storage tanks, fuel cells and hydrogen systems. These innovations, supporting zero-emission mobility, position Plastic Omnium as a partner of choice for all players in clean mobility. With a network of 137 plants and 31 customer-facing R&D centers, Plastic Omnium’s 30,000 women and men are committed to meeting the challenges of zero- carbon mobility. UNIVERSAL REGISTRATION DOCUMENT 2021 Including: the integrated report, the annual financial report, the corporate governance report, the Statement of Non-Financial Performance This Universal Registration Document was filed on March 15, 2022 with the French Financial Markets Authority (AMF - Autorité des Marchés Financiers), as the competent authority under Regulation (EU) No. 2017/1129, without prior approval pursuant to Article 9 of said Regulation. The Universal Registration Document may be used for the purposes of an offering of securities to the public or the admission of securities for trading on a regulated market if accompanied by a transaction memorandum and, where applicable, a summary and all changes made to the Universal Registration Document. This set of documents is then approved by the AMF in accordance with Regulation (EU) No. 2017/1129. Pursuant to Article 19 of Regulation (EU) 2017/1129, the following information is incorporated by reference in this Universal Registration Document: 1 The consolidated financial statements and statutory financial statements for the fiscal year ended December 31, 2020 and the corresponding audit reports appearing on pages 190 to 266 of the 2020 Universal Registration Document filed with the AMF on March 11, 2021 under reference number D.21-0110; 1 The consolidated financial statements and statutory financial statements for the fiscal year ended December 31, 2019 and the corresponding audit reports appearing on pages 166 to 275 of the 2019 Universal Registration Document filed with the AMF on March 10, 2020 under reference number D.20-0120. This is a translation into English of the Universal registration document of the company issued in French and it is available on the website of Compagnie Plastic Omnium SE. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 1 2 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING Integrated report 1 MISSION STATEMENT 5 6 INNOVATION, NOW MORE THAN EVER Message from the Chairman, Laurent Burelle A LONG-STANDING COMMITMENT TO SUSTAINABLE MOBILITY 8 10 12 INSPIRED. INSPIRING TOMORROW’S MOBILITY WILL BE SUSTAINABLE Laurent Favre 2021, A YEAR OF INSPIRING AND COMMITTED DEVELOPMENTS Highlights 14 18 20 OUTPERFORMING THE MARKET Key figures NON-FINANCIAL PERFORMANCE AT THE HEART OF OUR STRATEGY EXPERT, AGILE GOVERNANCE Board of Directors 22 24 PREVENTING AND MANAGING RISKS AN EXPANDED EXECUTIVE COMMITTEE WITH GREATER DIVERSITY 26 28 30 32 PROMOTER OF CARBON-FREE MOBILITY Our business model COMMITTING. COMMITTED TRANSFORMING OURSELVES TO REMAIN LEADER Félicie Burelle COMMITTED EVERY DAY, EVERYWHERE ACT FOR ALLTM 34 36 REINVENTING TO HELP PEOPLE AND THE PLANET DEVELOP. DEVELOPING 38 WHEN INNOVATION AND SUSTAINABILITY COMBINE Alexandre Corjon and David Meneses 40 42 44 46 48 DESIGN AND INTERACTIVITY MODULES AND CUSTOMIZATION CLEAN ENERGY SYSTEMS NEW ENERGIES PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 3 4 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING REINVENTING OURSELVES EVERY DAY Innovating to help our customers, without any barriers or limits, is deeply embedded in our business-oriented culture and part of our DNA. Driven by a determination to excel in everything we do, our aim is to find innovative solutions for clean mobility. Our lightweight, intelligent and eye-catching exterior parts make aerodynamic and connected cars. We support energy transition by providing solutions for a variety of engine types, including systems for energy storage, emission reduction and new energy sources. Together with our partners, we are extending our horizons to include mobility in all its forms. We never stop progressing because our energy comes from constant motion, endlessly challenging ourselves to find ways to deliver what society demands. A society that is ever more vigilant, responsible and engaged. We dedicate this energy to mobility in all its forms, and to our planet. We dedicate this energy to future generations. IS HOW WE INVENT TOMORROW. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 5 MESSAGE FROM THE CHAIRMAN INNOVATION, NOW MORE THAN EVER Mobility is undergoing a uniquely rapid and far-reaching transformation. Plastic Omnium is inspired by these changing realities, leveraging them to transform itself and influence its entire ecosystem. A pioneer of automotive transformation for 75 years, the Group has never been more determined to be at the forefront of the emerging landscape of new mobility. The automotive revolution, with its unprecedented scope and speed, encourages us to reach the new heights of inventiveness that the accelerating pace of transformation demands. Innovation has been central to Plastic Omnium for 75 years, a focus that makes these transformations possible, enabling it to develop solutions that deliver greener forms of mobility and place the environment at the heart of its innovation strategy and operations. Successive waves of technologies are arriving with ever greater speed, frequency and intensity, reshaping a market undergoing far-reaching changes that are driven by clean mobility. Plastic Omnium has the ability to predict these trends and adopt them when the timing is right. From lighter vehicles to hydrogen fuel cells, these developments are the source of outstanding opportunities for Plastic Omnium, especially in a market experiencing a period of consolidation. Although our innovations are very much centered on cars, other forms of mobility are now benefitting from them: trucks, buses, trains and, in the near future, airplanes. The Group owes its flair for agility and foresight above all to the financial solidity and stability that comes from family ownership. Plastic Omnium is independent, free to commit itself to long-term projects, decide which technologies to back, and strike out in new directions. It is, in other words, an intrepid business in control of its own destiny. Bolstered by the professionalism and expertise of its teams around the world, and the guidance of its executive management, Plastic Omnium has what it takes to reinvent itself today and invent the disruptive innovations that are shaping the mobility of tomorrow. LAURENT BURELLE 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 REINVENTING, INVENTING “Innovation has been central to Plastic Omnium for 75 years, a focus that makes these transformations possible, enabling it to deliver greener forms of mobility.” LAURENT BURELLE, CHAIRMAN OF THE BOARD OF DIRECTORS A LONG-STANDING COMMITMENT TO SUS 1986 MOBIL Plastic Omnium has been mobility safer and cleane reducing the weight of v First lightweight high-performance fuel systems 1950 optimizing their aerodyna solutions to reduce their two decades have seen P up its environmental co ambitious innovation roadm its solutions for zero-emiss electric mobility and a carbon neutrality. First automobile customers First lightweight injection-molded plastic bumpers Pierre Burelle comes up with 47 separate vehicle components that could be replaced by plastic 1980 First ISO 14001 certifications 2001 1947 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING 2020 2015 2019 First investments in hydrogen technologies Creation of the program 2021 2006 2017 B rating Program International certifications for hydrogen tanks First ISO 50001 certifications Carbon neutrality plan unveiled Acquisition of Faurecia’s Exterior Systems business 2020 2016 First production line dedicated to hydrogen tanks – Herentals 2021 2013 (Belgium) 2019 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 9 REINVENTING, INVENTING Plastic Omnium adapts to the changing face of the automotive industry by combining the best of its expertise in plastics with the latest advanced technologies. The leader in sustainable and connected mobility, Plastic Omnium creates disruptive innovations and establishes key partnerships that are redrawing the lines and inventing the mobility of tomorrow. 10 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING VISION TOMORROW’S MOBILITY WILL BE SUSTAINABLE In 2021, Plastic Omnium operated in a market characterized by a shortage of semiconductors, rising commodity prices and a fast-changing health crisis. The Group showed its agility as it continued to service its customers, and its determination as it forged ahead with its strategy for transformation and innovation. How do you view the changes in the automotive How did Plastic Omnium navigate the difficulties market? the industry had to face in 2021? Epidemic waves and semiconductor shortages We relied on increased flexibility, a series of cost- occasionally made market conditions more difficult. cutting measures, and the unfailing commitment of Buttheunderlyingtrends–theshifttoelectricvehicles, each and every one of our employees. And our efforts greater connectivity and self-driving – all picked up paid off. We performed above the market average pace,driven by policymakers and the general public’s in every part of the world. Plastic Omnium has increasing demand for mobility that takes better care reached key milestones in its strategic roadmap. of the environment. Plastic Omnium ’ s h istorical We rolled out our OMEGA transformation program positioning as a supplier to the automotive industry to make us more responsive and more agile. Our of components that cut vehicle weights and reduce three strategic pillars – operational excellence, emissions mean that it is now ideally placed as its innovation and sustainability – have never been more customers’ preferred partner for clean mobility important, helping us weather the crisis and write solutions. Wemadesignificantadvancesinelectrification the story of our future and the future of mobility. during 2021,with electric vehicles accounting for 8% of revenue – above the market average – as well as What were the standout advances in 2021? in connectivity thanks to a partnership with a startup It was a very busy year, involving a combination of called Greenerwave to develop a highly innovative 4D actions that paid off instantly and others laying the radar. Thisperformanceisunderpinnedbyourproducts ground for the years ahead. Our order book is at and our international locations, particularly in the record levels, reflecting our growing market share high-potential Indian and Chinese markets. Hydrogen, across our three business lines. For example, we apromisingfutureenergyPlasticOmniumhasinvested provided new modules for electric vehicles made over €300 million in since 2015, is a market where by established automakers as well as pure players our activities are taking shape, encouraged by initial in electric mobility, and worked with Lucid, the US experiences at scale in Asia and Europe and boosted manufacturer based in Silicon Valley, designing byeconomicstimuluspackagesinEuropethatposition multiple exterior parts for its high-end electric vehicle hydrogen as a lever for European sovereignty and project. Our robust order book strengthens our competitiveness. financial solidity and gives us the visibility we need 12 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com to invest for the future. Our investments in hydrogen are beginning to pay dividends in the form of our first automotive contracts and good prospects in rail and aviation. In January 2022, we established a separate division focused solely on hydrogen, a further sign of our determination to expand our industrial and commercial reach. “We are convinced that our financial and non-financial performance drive each other. Can growth be compatible with carbon neutrality? We are convinced that our financial and non-financial performance drive each other. Now more than ever, we are taking an optimized, global approach to managing our performance. This is the mindset behind our carbon neutrality commitment, with the first major milestone for the impact of our activities in 2025. All our products and innovations meet targets for aerodynamic performance,weight saving,emission reduction, materials recycling and electrification. Our environmental goals serve as our engine of growth and a lever that further boosts the performance and commitment of the Group and all its teams. Above all, we do all this for the benefit of future generations, keeping a close eye on new trends in mobility and the likely consolidation in the market. Now more than ever, we are taking an optimized, global approach to managing our performance.” LAURENT FAVRE, CHIEF EXECUTIVE OFFICER DIRECTOR How is 2022 shaping up for Plastic Omnium? Customer disruption owing to the semiconductor situation and uncertainties surrounding inflation will continue into the first half of the year. In the short term,we are doubling down on our cost control and flexibility efforts, while continuing to follow our strategy for long-term growth. We are shaping our future by providing ever more content per vehicle,by winning market share in expanding market segments, by diversifying our product portfolio to reach targets beyond the Group’s traditional customers, and by investing massively in innovation. We are also ramping up our partnership strategy,teaming up with TotalEnergies to grow the portion of recycled materials used in exterior parts, with Greenerwave to perfect a highly innovative 4D imaging radar,and with Alstom to develop onboard hydrogen solutions for regional rail services. At the same time, our teams around the world are hard at work putting into action our commitment to achieve carbon neutrality by 2050. So it is clear that Plastic Omnium is redoubling its efforts to improve the present and shape the future. 2021 , A Y EAR OF INSPIRING AND COMMITTED DEVELOPMENTS 2021 was a very busy year for Plastic Omnium. The Group achieved strategic milestones, won promising new contracts and struck major partnerships to ramp up the pace of innovations in energy transition. A look back at the highlights of 2021. DESIGN BY PLASTIC OMNIUM, 4D IMAGING RADAR TECHNOLOGY BY GREENERWAVE 14 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 15 IMAGINING THE MATERIALS OF THE FUTURE. Plastic Omnium and TotalEnergies are partnering to design exterior body parts made from recycled materials that meet the stringent standards of the automotive industry. SEEING SURROUNDINGS IN 4D. Plastic Omnium and Greenerwave, a startup spe - cializing in electromagnetic wave technology, are pooling their expertise to perfect a next-generation 4D imaging radar to improve the safety of self-driving vehicles and accelerate their development. INSPIRING MANUFACTURING HYDROGEN TANKS AT SCALE. Hyundai has chosen Plastic Omnium to provide storage systems for its new hydrogen-fueled vehicle. The 700-bar high-pressure tanks will be produced as of 2023 at the Group’s plant in Gyeongju, South Korea (30,000 tanks a year). CONSOLIDATING OUR POSITIONS. The Group has built its new YFPO plant near Shanghai, China, which will produce over 1 million bumpers annually for an all-electric customer. In Austria, Plastic Omnium has opened a plant dedicated to integrated hydrogen systems. DEVELOPING WORKING FOR THE ENVIRONMENT. The carbon neutrality roadmap is now in place. Formalizing a long-held commitment, the first milestones are set for 2025 and 2030. WELCOMING THE MOBILITY EXPERTS OF TOMORROW. Offering opportunities to young people is a priority for Plastic Omnium, which hired 875 interns and work-study students during 2021. An active participant in VIE, France’s international work experience program, the Group has provided internships to 400 young people over the past decade, winning it a VIE Grand Prix award in the large business category. COMMITTED 16 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com LEADING FROM THE FRONT. Plastic Omnium is helping to create a prototype hydrogen-electric car for the 24 Hours of Le Mans race in 2024. This rolling testbed will help perfect the Type 4 tanks that will be subject to extreme operating conditions when fitted to racing cars in 2024. OPENING NEW HORIZONS. Creation of EKPO, a joint venture that will develop and produce fuel cells. Signature of a memorandum of understanding with Alstom for hydrogen storage systems for trains. ENTERING A FAST-GROWING MARKET. In India, the Group has started producing its first tailgates made from plastic instead of metal, which is generally used on the Indian market. REMAINING AT THE FOREFRONT. Plastic Omnium supplies exterior body parts for Lucid Air, the new luxury electric vehicle from Lucid Motors and voted Car of the Year 2022 by MotorTrend. It is also a partner in the Hopium Māchina, set to be the first French high-end hydrogen car. DEMONSTRATING OUR GOAL. Creation of the New Energies division, specializing in hydrogen mobility, with 300 employees including 200 engineers and researchers. Its goal is to become the global leader in hydrogen mobility by 2030. TAKING ACTION ALL OVER THE WORLD. Plastic Omnium marked its commitment to sustainability on November 9, 2021 with its annual ACT FOR ALL™ day. ACCELERATING CARBON-FREE MOBILITY. Plastic Omnium and McPhy, a specialist in hydrogen production and distribution equipment, have teamed up to provide an integrated range of hydrogen mobility services. DEVELOPING FUEL CELL SYSTEMS. Plastic Omnium and AVL, an independent specialist in engineering, simulation and testing, are partnering to develop hydrogen systems with capacities from 10 to 200 kW. The future complete systems will use fuel cells from EKPO, a joint venture set up by ElringKlinger and Plastic Omnium. KEY FIGURES OUTPERFOR- MING THE MARKET DESIGN & INTERACTIVITY Solutions for complex exterior systems: function integration, connectivity, design and aerodynamics SUSTAINABLE MOBILITY Onboard energy storage and emission reduction systems for all engine types In a market heavily impacted by a shortage of microprocessors, with economic revenue at €8,017 million (up 4.6% like-for-like), Plastic Omnium outperformed the market in its key regions, +5.3 points in Europe, +2.9 points in North America and +4.1 points in China compared to a 2.6% rise in automotive production worldwide. The Group continued to strengthen its position in high-potential markets during 2021. The fast-growing electric vehicle segment accounted for 8% of the Group's economic revenue, compared to 5% in 2020 (like-for-like), outperforming the total market by +2 points. Hydrogen activities accelerated significantly in 2021, helping the Group to expand its commercial footprint to service all forms of mobility: car, truck, bus, train and plane. By creating a complete product line-up of high-pressure tanks, fuel cells and integrated systems and establishing a world-beating production capacity, MODULARITY AND CUSTOMIZATION Development, assembly and logistics for custom and complex modules Plastic Omnium is ensuring that these activities, carried out under the New Energies name since January 1, 2022, have every chance of giving it a worldwide leadership position in hydrogen by 2030. NEW ENERGIES Energy storage and production solutions for all forms of hydrogen mobility * The basis of calculation has been altered in response to the Taxonomy unveiled in 2021 - see Section 4, page 180 18 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING AN ECOSYSTEM SERVING CLEAN MOBILITY 30,000 EMPLOYEES 31 R&D CENTERS 137 PLANTS 93 AUTOMOTIVE CUSTOMER BRANDS 25 COUNTRIES 12% of revenue 53% of revenue 26% of revenue 7% of revenue 2% of revenue PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 19 KEY FIGURES NON-FINANCIAL PERFORMANCE AT THE HEART OF OUR STRATEGY FR2 ACCIDENT FREQUENCY RATE: 0.69 Halved since 2019 DIVERSITY = 22% women engineers and managers 16% women senior executives NON- FINANCIAL RATING: CDP: B EcoVadis: Platinum status YOUTH TRAINING: 875 interns, VIE and work-study trainees 2,750 SUPPLIERS audited for CSR commitment SITES FITTED WITH SOLAR PANELS: x5 86% OF WASTE RECYCLED OR RECOVERED Group's scope, including minority joint ventures – IFRS scope = 0.88 Fitted in 2021 and 2022 20 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 REINVENTING, INVENTING FINANCIAL INDICATORS 2020 2021 2020 2021 2020 2021 771 648 8.0 €303 M 126 2021 7.7 €118 M 2020 (251) ECONOMIC REVENUE EBITDA €M OPERATING MARGIN NET RESULT Group share – €M €BN 2020 2021 2020 2021 €854 2.7 2021 M 251 IN 2021 2.6 €807 1.2 34 1.1 2020 M IN 2020 FREE CASH FLOW LIQUIDITY €BN NET DEBT NET DEBT/EBITDA €M €M Definitions for the financial indicators and their methods of calculation based on the consolidated accounts are provided in the Financial Glossary (pages 377/378). Views of the α-Alphatech R&D center BOARD of Directors GOVERNANCE 8 EXPERT, WOMEN (54%) AGILE GOVERNANCE 60 AVERAGE AGE 5 INDEPENDENT DIRECTORS (38%) Plastic Omnium is an independent family-owned business whose strategy is guided by a Board of Directors comprising members of the Burelle family and independent directors with complementary skills. The board oversees the pace of changes needed to consolidate Plastic Omnium’s leading position as well as supervising risk management and the Group’s transformation. COMPAGNIE PLASTIC OMNIUM SE 38.3% 59.3% Answering to the Board, the Executive Committee manages the transformation process and implements the strategy. In January 2022, the Appointments Committee was renamed the Corporate Sustainability and Appointments Committee to help ensure that environmental and societal issues remain central to the Group’s strategy. BURELLE SA PUBLIC 2.4% TREASURY STOCK – GROUP SAVINGS SCHEME REINVENTING, INVENTING BOARD OF DIRECTORS AS AT DECEMBER 31, 2021 LAURENT BURELLE LAURENT FAVRE FÉLICIE BURELLE CHAIRMAN OF THE BOARD OF DIRECTORS OF COMPAGNIE PLASTIC OMNIUM SE DIRECTOR SINCE 1981 CHIEF EXECUTIVE OFFICER OF COMPAGNIE PLASTIC OMNIUM SE DIRECTOR SINCE 2020 MANAGING DIRECTOR OF COMPAGNIE PLASTIC OMNIUM SE DIRECTOR SINCE 2017 AMANDINE CHAFFOIS DIRECTOR REPRESENTING EMPLOYEES SINCE 2019 PROF. DR BERND GOTTSCHALK DIRECTOR SINCE 2009 IRENEUSZ KAROLAK DIRECTOR REPRESENTING EMPLOYEES SINCE 2019 ANNE ASENSIO * ANNE-MARIE COUDERC * MEMBER OF THE COMPENSATION COMMITTEE CHAIRWOMAN OF THE COMPENSATION COMMITTEE AND APPOINTMENTS COMMITTEE DIRECTOR SINCE 2011 DIRECTOR SINCE 2010 VINCENT LABRUYÈRE CHAIRMAN OF THE AUDIT COMMITTEE DIRECTOR SINCE 2002 ÉLIANE LEMARIÉ PERMANENT REPRESENTATIVE OF BURELLE SA MEMBER OF THE APPOINTMENTS COMMITTEE DIRECTOR SINCE 2009 PAUL HENRY LEMARIÉ MANAGING DIRECTOR OF BURELLE PARTICIPATIONS LUCIE MAUREL AUBERT * ALEXANDRE MÉRIEUX * MEMBER OF THE AUDIT COMMITTEE AND APPOINTMENTS COMMITTEE DIRECTOR SINCE 2015 MEMBER OF THE COMPENSATION COMMITTEE DIRECTOR SINCE 1987 DIRECTOR SINCE 2018 CÉCILE MOUTET DIRECTOR SINCE 2017 JEAN BURELLE NON-VOTING BOARD MEMBER SINCE FEBRUARY 17, 2021 HONORARY CHAIRMAN OF COMPAGNIE PLASTIC OMNIUM SE AMÉLIE OUDÉA-CASTÉRA MEMBER OF THE AUDIT COMMITTEE DIRECTOR SINCE 2014 * PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 23 * Independent director RISK CONTROL PREVENTING AND INTERNAL CONTROL AND COMPLIANCE COMMITTEE MANAGING RISKS ROLE COORDINATES THE OPERATION OF INTERNAL CONTROL PROCESSES As a global manufacturing group, Plastic Omnium faces risks that may impact its business activities, financial situation and results. Risk control guides all the Group’s actors, minimizing risk events and optimizing the Group’s resilience thanks to an analytical framework and roadmap shared by executive management and all operational departments. PLASTIC OMNIUM COMBINES RESPONSIBILITY AND INDEPENDENT JUDGEMENT WITH THREE LEVELS OF ACTORS OVERSEEING RISK CONTROL PROCESSES: – OPERATIONAL DEPARTMENTS – GROUP FUNCTIONAL DEPARTMENTS – INTERNAL AUDIT 24 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 1ST LINE OF CONTROL 3RD LINE OF CONTROL 2ND LINE OF CONTROL GROUP OPERATIONAL MANAGEMENT INTERNAL AUDIT FUNCTIONS – IDENTIFY RISKS ASSOCIATED WITH THEIR ACTIVITIES – APPLY APPLICABLE REGULATIONS – SET UP TANGIBLE POLICIES AND PROCEDURES – CONTROL AND SURVEILLANCE – RECOMMENDATIONS FOR ACTION PLANS – IMPLEMENT CORRECTIVE ACTIONS REQUIRED BY INTERNAL AUDIT DIVISION COUNTRY ENTITY RISK BUSINESS UNIT (REGION) FINANCE MANAGEMENT LEGAL INFORMATION SYSTEMS – COMPLIANCE SUSTAINABLE DEVELOPMENT HUMAN RESOURCES EXTERNAL AUDIT EXECUTIVE MANAGEMENT AUDIT COMMITTEE BOARD OF DIRECTORS EXECUTIVE COMMITTEE AN EXPANDED EXECUTIVE COMMITTEE WITH GREATER DIVERSITY Sustainability, Innovation, Human Resources, Communications, Finance and IT: the Executive Committee has welcomed new members with expertise in a wide variety of fields. This major shake-up reflects the transformation taking place at every level, seeking to make Plastic Omnium the supplier that writes the story of tomorrow’s mobility by placing social and environmental responsibility at the heart of its strategy. AS AT DECEMBER 31, 2021 FROM LEFT TO RIGHT, TOP TO BOTTOM: RODOLPHE LAPILLONNE: SENIOR EXECUTIVE VICE-PRESIDENT – EXECUTIVE VICE-PRESIDENT PURCHASING PERFORMANCE STÉPHANE NOËL: PRESIDENT AND CEO – INTELLIGENT EXTERIOR SYSTEMS CHRISTIAN KOPP: PRESIDENT AND CEO – CLEAN ENERGY SYSTEMS MARTIN SCHÜLER: PRESIDENT AND CEO – HBPO JANA KLEY: EXECUTIVE VICE-PRESIDENT HUMAN RESOURCES DAVID MENESES: EXECUTIVE VICE-PRESIDENT SUSTAINABLE DEVELOPMENT ALEXANDRE CORJON: EXECUTIVE VICE-PRESIDENT INNOVATION CÉCILE CANET-TEIL : VICE-PRESIDENT COMMUNICATIONS DAMIEN DEGOS : EXECUTIVE VICE-PRESIDENT PURCHASING PERFORMANCE VALÉRIE BROS: CORPORATE SECRETARY AND EXECUTIVEVICE-PRESIDENT LEGALAFFAIRS LAURENT FAVRE: CHIEF EXECUTIVE OFFICER FÉLICIE BURELLE: MANAGING DIRECTOR KATHLEEN WANTZ-O’ROURKE: GROUP CHIEF FINANCIAL OFFICER AND CHIEF INFORMATION OFFICER * ASSOCIATE MEMBER. 26 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 BUSINESS MODEL PROMOTER OF CARBON-FREE MOBILITY Plastic Omnium designs and produces interactive exterior body systems and modules, energy storage and emission reduction systems for all conventional engine types and zero-emission hydrogen engines. The Group transforms and innovates to create value that is social (People), environmental (Planet) and economic (Profit) for the benefit of all. The Group’s strategy is built on three pillars: Operational Excellence, Innovation and Sustainability. 93 global customers 165 launches in 2021, 21% for electric vehicles OPERATIONAL 8% of economic revenue from electric vehicle solutions, EXCELLENCE +3 points compared to 2020 (like-for-like) 12% of economic revenue in China, +1 point compared to 2020 Strategic partnerships OMEGA transformation program €294 m invested in 2021, Competitiveness and digitalization S E C 4.1% of economic revenue at plants for Industry 4.0 Complete hydrogen INNOVATION The basis of calculation has been altered product line-up at scale in response to the Taxonomy unveiled in 2021 - see Section 4, page 180 €300 m invested since 2015 R U in hydrogen, with forecasted €100 m annual investment in the coming years O S E R A portfolio of 2,534 patents in 2021 Sustainable Development department established in January 2021 SUSTAINABLE Climate targets: DEVELOPMENT Carbon neutrality ACT FOR ALL™ program Top Planet program 28 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING D E T A E PEOPLE R C E U FR2 accident frequency rate: 0.69 – halved in 2 years 85% of sites covered by an annual health campaign L A 875 trainees and VIE in 2021 V Ergonomics: 98% of work stations audited by IES and CES SUPPORTING CLEAN MOBILITY FOR FUTURE 60% of sites committed to local community outreach in 2021 Group scope, including minority joint ventures – IFRS scope = 0.88 GENERATIONS 16.2% of sales are eligible for the EU green taxonomy PLANET 94% of sites awarded ISO 14001 certification 32% of electricity purchased by plants in 2021 from renewable sources 86% of waste recycled or recovered 5 plants produce renewable energy, with 20 additional plants starting in 2022 PROFIT Economic revenue €8 Bn, +4.6% compared to 2020 (like-for-like) EBITDA €771 m, compared to €648 m in 2020 Net result Group share €126 m compared to – €251 m in 2020 Free cash flow €251 m, x7.4 compared to 2020 Proposed dividend of €0.28 per share PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 29 A family-run independent group, Plastic Omnium is committed to perfecting its operational excellence, as illustrated by its OMEGA program, investing in new technologies for the future, such as hydrogen, and asserting its local roots and dedication to sustainable manufacturing. It is now entering a further phase of its transformation, greenlighting new investments and partnerships to promote clean mobility and launching its roadmap for carbon neutrality by 2050. 30 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 REINVENTING, INVENTING Plastic Omnium plant, Shenyang, China. REINVENTING, INVENTING VISION TRANSFORMING OURSELVES TO REMAIN LEADER , T RANSFORMING THE MARKET TO ACHIEVE MARKET-LEADING POSITIONS As the transformation of mobility intensifies and the automotive market is at a cyclical low, Plastic Omnium is transforming itself by sharpening up its organization and innovation strategy and diversifying its business activities. How is Plastic Omnium adapting to the automotive How would you sum up the aims of the OMEGA market’s new realities? transformation program? In the face of a constant stream of disruptive OMEGA is an overarching project designed to technologies and a market slowdown after 10 years completely change how we work. It’s a program that of growth, the Group needed to take a hard look at pushes us to maximize synergies, boost efficiency itself to prepare for the years ahead. We are using and deliver economies of scale. We’re taking a fresh two levers simultaneously: internal transformation look at our processes, tools and organizational via our OMEGA program, and diversifying our activities. structure to identify how we can improve our working The Group is determined to diversify so it can meet methods and become more efficient at every level. demands for mobility that is clean, connected and We have set out a sequence of win-win targets for offering new services. For example, in an effort to the Group and each business line to manage our accelerate the development of safer self-driving efforts and achieve quick results. We’re also launching vehicles, Plastic Omnium has teamed up with FIT, a finance and IT project designed to ensure we Greenerwave, an expert in electromagnetic waves, are running the best-in-class finance and IT systems to develop the first 4D radar on the market. Plastic so that we can prepare for the future, unleash the Omnium is a pioneer in hydrogen mobility and, with full power of data and digital, help our teams to the creation of its New Energies division, is moving concentrate on value-added activities, roll out rapid into new territory and clearly signposting its solutions and reap benefits over the longer term. determination to achieve growth. This effort to OMEGA works for the collective good, harnessing accelerate our diversification means we need energies and opening minds. additional skillsets in fields such as data processing, software and materials. 32 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING What are the ingredients behind its success? Our process is open, empirical and results-oriented. We’re using an agile method that relies on the digitalization of our business lines to make sure we achieve fast, tangible results. And the chances of everybody taking ownership of the program are maximized because it has backing from the very top levels of the business. We’ve also set up a Sustainable Development department that is represented on the Executive Committee. Tasked with making the Group’s sustainability goals a reality, it encourages all areas of the business to shift to lower carbon and circular economy models. “Our OMEGA program pushes us to challenge our working habits so we can maximize synergies, boost efficiency and deliver economies of scale.” What are OMEGA’s first results? We’ve already hit several key stages in purchasing, design, development and carbon neutrality. Digital is a decisive factor driving transformation and efficiency in each of these areas. For purchasing, we set up a shared platform that can be accessed by purchasers and suppliers. For product design and development, we launched an improved tool for product lifecycle management that is shared across all our divisions. In 2022, we will be rolling out a market intelligence and strategic planning tool that will optimize the availability and consistency of commercial and financial data so that we can improve how we analyze and prepare for the future. FÉLICIE BURELLE, MANAGING DIRECTOR DIRECTOR How does diversity help to drive transformation and efficiency? As an innovative business with an international footprint, diversity is critically important to Plastic Omnium. The diversity of our employees’ profiles and backgrounds, the mixture of generations and ideas, is one of the keys to our transformation and success. It forces us to take a look at different perspectives, and makes our interactions even more fruitful. It is also essential as we look to diversify our activities and attract new skillsets that can be fairly rare. And although Plastic Omnium has set itself targets for increasing the international profile of its executive team and the number of women in its workforce, diversity remains primarily a state of mind, the sum of countless local actions. It will make us more attractive as an employer, boost our performance and enrich our interactions. It’s something we all benefit from. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 33 COMMITTED COMMITTED EVERY DAY, EVERYWHERE Sustainability, which is both a strategic pillar and a central component of the Group’s performance, is an operational reality at every level. The ACT FOR ALL™ program accelerates, guides and leverages this process. Plastic Omnium has always demonstrated its commitment to sustainable mobility. It is now accelerating its climate strategy and aims to set the standard for the automotive industry. The climate emergency and preserving the environ- (Scopes 1 and 2) and 2030 for its entire value chain ment are two of the most critical challenges facing (Scope 3). Energized by the signature of a number humanity today. Now is the time to move beyond of strategic partnerships, innovation is the engine ecological transition, the time for action and disrup- driving the transformation process. The program is tive innovations capable of changing consumption designed to deliver ambitious results and is steered and production habits. Central to the Group’s p erfor- by a dedicated committee representing the Group’s mance, the worldwide ACT FOR ALL™ program is a various business units and via regular reporting tool for guiding its sustainability strategy and encou- updates. The ACT FOR ALL™ committee meets two raging its stakeholders to act. or three times a year and is attended by members ACT FOR ALL™ helps shape the Group’s goals and of the executive committee and directors of business indicates the direction to take to achieve them. lines and support functions (human resources, Based on the continuous improvement principle, it sustainability, innovation, and compliance). With has three areas of focus: Responsible Business, indicators used to track progress, the program is Care for People, and Sustainable Production. Plastic steered by an ACT FOR ALL™ committee comprising Omnium is undergoing far-reaching transformation members of the executive committee and directors to optimize its production methods and support its of business lines and support functions. In 2022, customers’ energy transition with solutions that emit the board of directors created a Corporate Sustainability less CO 2. This is the idea underpinning its carbon and Appointments Committee to further embed the neutrality roadmap, which sets out detailed quanti- central place of these issues at the highest levels fiable targets: in 2025 for its direct operations in the Group. 34 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com PILLARS OF THE ACT FOR ALL™ PROGRAM PILLAR 1 PILLAR 2 PILLAR 3 RESPONSIBLE BUSINESS CARE FOR PEOPLE SUSTAINABLE PRODUCTION PLASTIC OMNIUM PROMOTES ITS CODES OF CONDUCT PLASTIC OMNIUM SHARES ITS CORPORATE VALUES IN ALL PARTS OF THE WORLD PLASTIC OMNIUM WORKS TO PRESERVE THE PLANET FOR FUTURE GENERATIONS – Business ethics – Responsible purchasing – Cybersecurity – Occupational health and safety – Career path and skills management – Diversity and inclusion – Local initiatives and sponsorship – Waste management – Ecodesign and recyclability – Value chain carbon footprint (Top Planet and renewables) – Biodiversity Multiplier effect ACT FOR ALL™ has already proved its worth, with thousands of suppliers having already signed the responsible procurement charter. Safety is constantly improving. Progress continues in areas that include gender equality and using 30% recycled material content. Plastic Omnium is also driving the rate of progress at its plants, for example, by optimizing energy use and producing or buying renewable power. Thanks to its lighter weight exterior parts and modules, storage systems for hybrid vehicles and hydrogen solutions, Plastic Omnium is helping redraw the lines in the mobility sector with vehicles that are intelligent, stylish, aerodynamic and have a small environmental footprint. WORLD ACT FOR ALL™ DAY Workplace safety and the climate emergency were the twin themes of the annual ACT FOR ALL™ day, held on November 9, 2021. A digital serious game on the climate emergency and carbon neutrality was well received by our 30,000-strong workforce. The day also featured a photo and video competition, first aid training, a hunt for risks, litter clean-ups and tree plantings. RESPONSIBILITY – CARBON NEUTRALITY REINVENTING TO HELP PEOPLE AND THE PLANET Since it was first founded, Plastic Omnium has been committed to sustainable mobility. Faced with the urgency of the climate emergency, the Group is strongly committed to energy transition. Central to its strategy, Plastic Omnium’s new carbon neutrality roadmap increases the pace, gets its stakeholders involved, and defines milestones for the short, medium and long terms. Game-changing innovations Working together for overall performance From the beginning, Plastic Omnium has always Plastic Omnium is ramping up its commitment to innovated for cleaner mobility by reducing the weight the environment. In 2021, it was granted Platinum of vehicle components, optimizing their aerodynamics, status by EcoVadis and awarded a B rating for its and developing solutions to reduce emissions. Thanks response to the Climate Change questionnaire from to its innovations and ability to redraw the boundaries, CDP, a body recognized for its environmental ratings. the Group is contributing to major advances in the As part of its ongoing drive for a step change, automotive industry. At a time when the transportation Plastic Omnium is aiming for carbon neutrality in sector is responsible for 25% of global CO2 emissions, 2050, with the first key milestones coming in 2025 45% of which are from light vehicles, Plastic Omnium and 2030. In line with the Business Ambition for is re-emphasizing its commitment by getting its 1.5 °C from the Science-Based Targets initiative, suppliers and customers involved. Specifically, it is the Group’s strategy involves all its teams around perfecting innovative solutions, such as in hydrogen the world by giving non-financial performance a with over €300 million invested since 2015, and is more important role in overall performance. increasing the portion of recycled materials in the parts it produces, thanks to a partnership signed with a major supplier. 36 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com Accelerating the rate of transformation To combine speed of delivery with regular monitoring, the timeframe for the roadmap is divided into three stages: – in 2025, the Group is targeting carbon neutrality for emissions relating to its operational activities (Scopes 1 and 2); 1 GOAL carbon neutrality 3 – in 2030, it is aiming for a 30% reduction on CO2 emission across its value chain, including those associated with uses of products sold (Scope 3: raw materials, transport and product end-of-life); – in 2050, the goal is for complete carbon neutrality across Scopes 1-3. MILESTONES SCOPES 1 & 2 CARBON NEUTRALITY for operational activities (sites & vehicle fleet) 2025 and energy purchases This roadmap will be constantly monitored using relevant key performance indicators and cross- referenced against financial indicators to ensure nothing is overlooked. Stepping up efforts to go further, faster Action is already underway at our sites, including a new program to cut power use 12% by 2025, increase the portion of renewable electricity purchases and install solar photovoltaic panels and wind turbines. In a wider sense, Plastic Omnium is working to grow the portion of its zero-emission hydrogen electric mobility solutions for automotive, rail, trucks, buses and aviation applications. It is also running a program to reduce the impact of its raw materials by using recycled materials in proportions of 20% to 100%, including for exterior body panels. As part of its drive to increase the pace of change and anticipate its customers’ demands, it has already developed a bumper concept using 50% recycled materials. SCOPE 3 -30% across the value chain – associated with uses of products sold (weight, aerodynamics, and electrification), raw material purchases, transport and product end-of-life 2030 SCOPES 1, 2 & 3 2050 CARBON NEUTRALITY 4 LEVERS DEVELOPING SOLUTIONS AND PRODUCTS TO SUPPORT OUR CUSTOMERS IN THEIR ENERGY TRANSITION REDUCING THE CARBON IMPACT OF PLANTS BY 2025 GROWING THE PROPORTION OF RECYCLED MATERIALS USED IN FINISHED PRODUCTS INCREASED COMMITMENTS FROM SUPPLIERS AND PARTNERS Working at the heart of an automotive industry experiencing a major technology shift, Plastic Omnium develops through a combination of external growth, acquisitions and setting up in new locations. Backed by world-class R&D and working in partnership with other market leaders and disruptive newcomers, it is developing innovative technologies that respond to emerging social trends and deliver positive impacts for the mobility ecosystem. 38 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com POINTS OF VIEW WHEN INNOVATION AND SUSTAINABILITY COMBINE In today’s world, sustainable development and innovation are two sides of the same coin, acting in tandem to open new horizons and invent the mobility of the future. A discussion between David Meneses, Executive Vice-President for Sustainable Development, and Alexandre Corjon, Executive Vice-President for Innovation. How do innovation and sustainability create growth How do innovation and sustainable development for tomorrow? interact with each other? Alexandre Corjon: A good example is hydrogen. The D. M.: Which comes first? As two of the Group’s Group forecasts it will generate €3 billion in revenue strategic priorities, they strengthen our resilience. in 2030. The role of innovation, as exemplified by Today, sustainable development exerts a major the new division New Energies, is to develop new influence on innovation and the drive to deliver projects and systems. In 2021, it was aligned to greener forms of mobility. And innovation provides increase its exploratory focus, as a natural complement actionable responses, in the form of solutions at to more business-focused innovations in other areas. scale, to demands from policymakers and society Hydrogen-related innovations cover two distinct as a whole. timeframes. They produce immediate applications A.C.: Turning to the future 4D radar, this is an and also look to the longer term, such as research upstream innovation with a technology that makes into using recyclable carbon fiber in pressure vessels. driving safer and helps pave the way for self-driving David Meneses: The recyclability of materials is a vehicles. And for recycled materials, it’s clearly the great illustration of how innovation and sustainability sustainable development agenda that is driving intersect. Our partnership with TotalEnergies aims change. No matter the specifics, there will always to speed up the development of plastics that meet be this crossover between sustainability and innovation. the automotive industry’s stringent safety standards. With a carbon footprint six times smaller, this is one solution to the challenges that the lifecycle of plastics poses. These advances make our products more attractive and create new drivers for growth. 40 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com REINVENTING, INVENTING And how do innovation and sustainable development help drive progress? A.C.: We set out to increase the value of our products. As well as hydrogen, we’re also exploring new avenues such as battery power for decarbonizing mobility and ensuring growth for the future. And we are opening up to new forms of transportation, such as trucks, buses, and trains. We offer an integrated solution to transport operators, covering the entire value chain from design to services. ALEXANDRE CORJON, EXECUTIVE VICE-PRESIDENT INNOVATION D. M.: Plastic Omnium deliberately acts ahead of changing regulations and public expectations. The first milestone on our path to carbon neutrality will come as early as 2025. It includes our suppliers and helps our customers to make progress with their own roadmaps. The Group prefers innovation to be disruptive rather than incremental, demonstrated by our bumpers made from 50% recycled material. What levers are you using to achieve carbon neutrality? D. M.: We’re automating and modernizing our industrial processes to make new products and to save on the amount of raw materials we use. We’re stepping up our strategy focused on partnerships, such as the one with Schneider Electric to help us optimize our energy use. Working side-by-side with our suppliers, we’re acting with full transparency by sharing our roadmap to carbon neutrality as well as our tools and best practices. A . C .: Innovation is clearly the solution for tackling the climate emergency. Faced with ever-growing technological complexity, Plastic Omnium prefers to focus on collective intelligence by cooperating with startups to help harness innovation and shorten time-to-market. In terms of new spheres for innovation, we’re hiring specialists in software development, electronics and thermal management. DAVID MENESES, EXECUTIVE VICE-PRESIDENT SUSTAINABLE DEVELOPMENT 4 TRENDS ACCELERATING TRANSITION IN THE AUTOMOTIVE INDUSTRY ELECTRIFICATION BY 2030, 30% OF LIGHT VEHICLES WILL BE ZERO EMISSION ACTIVE SELF-DRIVING 80% OF VEHICLES ON THE ROAD IN 2030 WILL HAVE LEVELS 1 TO 3 SELF-DRIVING AUTOMATION CONNECTIVITY AND DIGITALIZATION 90% OF VEHICLES WILL BE CONNECTED BY 2035 CUSTOMER EXPERIENCE DESIGN: THE CENTRAL ELEMENT OF A BRAND’S IDENTITY AND ATTRACTIVENESS PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 41 EXPERTISE DESIGN AND INTERACTIVITY MAKING EVERY CAR SMARTER AND MORE STYLISH Exterior body parts with advanced designs and embedded intelligent functions are central to current automotive trends. Packed with electronics, connected vehicles have a distinctive style unlike anything else on the road. 2021 KEY FIGURES WORLD LEADER 43% OF GROUP ECONOMIC REVENUE 65 PLANTS IN 15 COUNTRIES 21 MILLION BUMPERS PRODUCED EACH YEAR 15% MARKET SHARE 1 IN EVERY 6 VEHICLES MADE IS EQUIPPED BY PLASTIC OMNIUM 1 MILLION TAILGATES PRODUCED 29% MARKET SHARE 1 IN EVERY 3 VEHICLES MADE IS EQUIPPED BY PLASTIC OMNIUM 42 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com “The car’s center of gravity is shifting, with the focus partly moving to software and design. We used to be assemblers but our role has evolved toward integrating innovative functions and giving free rein to each vehicle’s design.” STÉPHANE NOËL, PRESIDENT AND CEO – INTELLIGENT EXTERIOR SYSTEMS What are the market trends shaping your How does your activity help promote cleaner business? mobility? The car’s center of gravity is shifting, with We create plastic parts that make vehicles lighter the focus partly moving to software and and optimize their aerodynamic performance. design. We used to be assemblers but our role has evolved toward integrating innovative functions and giving free rein to each vehicle’s design. Wearesystemsspecialistsintegrating radar, lidar and lighting into high added-value exterior components. To help us manage this A vehicle’s weight is the determining factor in its CO2 emissions. Our massive use of plastic in bumpers means the Group is helping to reduce fuel consumption. We are currently seeing a move from metal to plastic that is further boosting this trend. We also use plastic in other parts of the increasingly complex task, we work with vehicle. One example is the tailgates we manu- partners to put together the technological facture for Ford’s electric Mustang. Using plastic building blocks. One example is Greenerwave, can reduce the weight of a tailgate by 30%, which a startup with expertise in electromagnetic in turn helps to increase the range of electric waves. We are working with them to perfect a vehicles. next-generation 4D radar. Lighting, a key element of vehicle design, offers another How do the solutions developed by the Group opportunity for growth, with automakers keen contribute to carbon neutrality? on dynamic lighting signatures that make their products stand out. Plastic is perfectly suited to the transformation underway in the automotive industry because it lets light and electromagnetic waves through. What impact has the shift to electric vehicles To make these materials more environmentally had on your business? Electric vehicles currently account for 30% of friendly, we’re running research projects so that wecanincreasetheproportionofrecycledmaterials our activity, with a number of outstanding used,particularly in bumpers. As a demonstrator, successes among newcomers such as China’s we’ve designed a concept bumper made from Nio and American’s Lucid, voted Car of the Year in the USA. We've been closely involved with 50% recycled materials. To take these ideas to the next level, Plastic Omnium and TotalEnergies designing this new vehicle's look. Newcomers, have teamed up to develop recycled polypropylene pure players in the electric vehicle market, have tremendous freedom in terms of design, parti- materials that will meet the demanding standards required for automotive bodywork. The future of cularly for vehicle lighting. We turn to our in-house the automotive industry necessarily involves design office at the ∑-Sigmatech R&D center whendealingwithourcustomers’ questions about design and the use of recycled materials. recycled plastic, driven by ever tighter regulatory standards. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 43 EXPERTISE MMODAULESS S& CUPSTORMOIZATDIONUCTION FOR UNIQUE CARS HPBO, the world leader in complex modules, produces one in five of all front-end modules worldwide. Its growth is driven by innovations, working in close collaboration with its customers. Growth that has had an extra boost from electric vehicles. How is HBPO helping transform mobility? immersive way to discover our latest modules and custom We are at the crossroads of key trends shaping the market: solutions. We are innovating to create integrated modules, electrification, connectivity, customization, and clean mobility. working very closely with our customers, and we currently Electrification is one step along the road toward cleaner have several customer projects in development. In terms mobility in the future. The shift to electric vehicles and the of products, we unveiled the second generation of Rollo, increase in vehicle connectivity are seeing a big increase in active grille shutters, and won a number of major new the number of module variations, with very strong demand contracts. Our integrated plastic shock absorber was for custom modules. This complexity requires the exceptional incorporated into the front-end module of a high-end all- technical and logistical skills that lie at the heart of everything electric vehicle and is fast becoming the new benchmark in we do. We integrate an ever increasing number of components this field. We have also launched our innovative solution for and functions into front-end modules that are compact and electric charging ports, a new type of module that has already aerodynamic, which helps increase the range available been chosen by a customer for a new all-electric vehicle. to electric vehicles. I’d like to add that we also apply our know-how to other vehicle modules, such as cockpit and What opportunities does the shift to electric vehicles offer center console modules, both of them core elements in a HBPO? vehicle’s design. HBPO has delivered excellent results, winning a number of key new customers, including General Motors and a major US electric vehicle manufacturer. The shift to electric vehicles What were your outstanding innovations in 2021? Our most important innovation was in working methods. is a major boost to our business, with an ever growing The health crisis forced us to do things differently, and we number of high added-value components to integrate into turned extensively to digital tools. We adopted a creative front-end modules. Electrification leads to new opportunities and interactive approach that meant we could rapidly explore and new modules for us to develop, such as for charging emerging possibilities, specifically for electric vehicles and port lids. HBPO recently won the first contract to supply a their future needs in terms of modules. We also set up what US electric vehicle maker with our new LID module, a multi- we call our innovation room. It’s fitted with an audio system function charging port that offers features including remote and high-definition cameras so that our customers enjoy an closing and a charge indicator. We are seeing an increase interactive experience during meetings and presentations. in interest from our international customers, which will This specially equipped room provides a new and more certainly contribute to our growth in the years to come. 44 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com “HBPO has delivered excellent results, winning a number of key new customers, including General Motors and a major US electric vehicle manufacturer.” MARTIN SCHÜLER, PRESIDENT AND CEO – HBPO How does the modules business contribute to the Group’s overall carbon neutrality goal? We have a detailed understanding of our CO2 footprint and are well aware of our corporate social responsibility. Our direct CO2 emissions are generally very low, particularly in terms of production. Our air-flow management systems (active fascia grilles and active grille shutters) considerably improve the aerodynamic performance of vehicles. This helps increase the range of electric vehicles and reduce tailpipe CO2 emission of internal combustion vehicles. The portion of recycled materials used in our modules, 20% at present, is also rising significantly. This in turn directly impacts the products offered by our customers and, as a consequence, the Group’s overall carbon footprint. 2021 KEY FIGURES WORLD LEADER 27% OF GROUP ECONOMIC REVENUE 31 PLANTS IN 11 COUNTRIES 5 MILLION FRONT-END MODULES PRODUCED EVERY YEAR 18% MARKET SHARE 1 IN EVERY 5 VEHICLES MADE IS EQUIPPED BY PLASTIC OMNIUM EXPERTISE CLEAN ENERGY SYSTEMS SUPPORTING AUTOMOTIVE ENERGY TRANSITION Plastic Omnium optimizes storage solutions for every engine type, from internal combustion to hydrogen. The Group develops emission reduction systems and creates new technologies that are compatible with the electrified vehicles that represent the future of clean mobility. 2021 KEY FIGURES WORLD LEADER 30% OF GROUP ECONOMIC REVENUE 39 PLANTS IN 18 COUNTRIES 18 MILLION FUEL TANKS PRODUCED EVERY YEAR 21% MARKET SHARE 1 IN EVERY 5 VEHICLES MADE IS EQUIPPED BY PLASTIC OMNIUM 46 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 “Our mission is to anticipate changing regulations and social attitudes, to provide automotive manufacturers with innovative solutions and help support the emergence of clean vehicles.” CHRISTIAN KOPP, PRESIDENT AND CEO – CLEAN ENERGY SYSTEMS How is Plastic Omnium supporting energy transition? present on the booming market for hybrid vehicles Our mission is to anticipate changing regulations with our high-performance INWIN and Tanktronic® and social attitudes, to provide automotive fuel systems. We were the first OEM to develop a manufacturers with innovative solutions and help solution tailored specifically to the requirements for support the emergence of clean vehicles. The plug-in hybrid vehicles, with a high-technology gasoline changing powertrain mix is leading to an unparalleled tank capable of withstanding high pressures. situation: never in the history of the automotive industry have so many technologies cohabited Why is Plastic Omnium backing hydrogen? alongside each other. This mixture of engine types Hydrogen opens the door to zero-emission electric will continue for some years to come, with vehicles mobility, making it a fuel for the future that ticks powered by conventional internal combustion engines every box when it comes to sustainable mobility. alongside those using hybrid or electric propulsion Using hydrogen propulsion means fuel tanks can be systems. By designing energy storage systems for refilled quickly and vehicles have the extended range all engine types, paired with emission reduction that offers a client experience very similar to internal systems for diesel vehicles, Plastic Omnium is combustion. By 2030, governmental plans will have positioned as a major actor in energy transition. led to the creation of what will be a hydrogen industry in its own right, with global production projected to How do you explain Plastic Omnium’s strong exceed two million vehicles a year. Our goal is perfectly positioning on this market? clear, underpinned by our technical and industrial Faced with this mixed engine fleet – gasoline, diesel, expertise in energy storage solutions: to become hybrid and plug-in hybrid – we have what it takes to the leader in onboard hydrogen. For the past five develop a range of advanced technologies. We years, and more, we have been investing to develop already do this for internal combustion engines, comprehensive hydrogen solutions – from high- where we have been the leader for a number of pressure tanks to integrated systems – that will years, with one vehicle in five equipped with a fuel position us as a key actor in decarbonized mobility. tank from Plastic Omnium. Internal combustion will With hydrogen we are significantly ramping up the remain in service in some parts of the world over value of our content per vehicle and are opening up the medium term, and our mission is to make it to new forms of transportation, such as trucks, more environmentally friendly while continuing to buses and trains: the newly created New Energies invest in the new technologies that will replace it. division won its first commercial contracts from We are also a leading actor in emission reduction these different customer segments during 2021. systems thanks to our selective catalytic reduction The hydrogen sector, buoyed by economic stimulus systems that cut emission of nitrogen oxides (NOx) plans, has never had a more promising future for all from diesel vehicles by up to 95%. And we’re also forms of transportation. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 47 EXPERTISE NEW ENERGIES BECOMING THE INDUSTRIAL LEADER IN HYDROGEN MOBILITY A pioneer in hydrogen mobility, Plastic Omnium has established itself as a key actor in decarbonized mobility with New Energies. The Group is now ready to service new types of mobility and move to production at scale of hydrogen tanks fuel cells. What makes hydrogen the future for mobility? What led the Group to set up the New Energies Hydrogen offers zero-emission energy when combined division? with renewables and fuel cells. This means it can For the past five years, New Energies was taking play a key role in decarbonizing the world’s economies. shape as part of the Clean Energy Systems division. Over 30 countries already have hydrogen roadmaps With the arrival of the first commercial successes in place and more than US$70 billion in public and the growing maturity of our teams, it was the right funding has been earmarked to develop the industry. time to set up on our own. During 2021 we won There are currently some 200 separate industrial contracts across all mobility segments: car, bus, truck, projects and investment plans, 85% of them in utility vehicule and rail. One of our standout contracts Europe, Asia and Australia. With a projected two is with Hyundai, producing 30,000 hydrogen tanks a million fuel cell vehicles on the road by 2030, hydrogen year for its new hydrogen model. Hydrogen is no longer mobility is a strategically important emerging a future goal, it is becoming an industrial reality. In market from the social and financial perspectives. 2022, we will be opening a high-pressure tank Plastic Omnium has invested €300 million since production line in South Korea. We are planning to 2015 to become a major actor in this market, which expand our industrial footprint to other parts of the will initially involve heavy transportation – trucks, world and open a fuel cell production line in Austria. buses, trains and planes – then cars. By 2030, we This switch to production at scale meant we needed want to be achieving annual revenue of €3 billion in a dedicated structure and specific skills to service this highly promising decarbonized mobility market. this form of mobility and increase our understanding 48 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com “In 2021, we won contracts across all mobility segments: of technologies such as fuel cells. And that’s what we’ve done by setting up New Energies. What are the strategic milestones New Energies has already achieved? 2021 was a year of technological transformation, founded on a €100-million investment in a joint venture called EKPO, the future world leader in fuel cells. We have ramped up our partnership strategy with the goal of covering the entire market, from upstream to downstream, and sealing our place as an influential actor in the hydrogen ecosystem. We have established a technology partnership for a filling station product with McPhy, the specialist in hydrogen production and distribution equipment. Upstream, we are supporting a startup called Hopium, a pure player in hydrogen vehicles. The Group is positioned as a key actor in decarbonized mobility with a comprehensive offer that covers the entire hydrogen value chain, from high-pressure tanks to integrated systems, including fuel cells. Our greatest asset lies in our culture and an industrial base that allows us to produce these technologies at scale with a high level of quality. car, bus, truck, utility vehicule and rail.” MARC PERRAUDIN, CHIEF EXECUTIVE OFFICER – NEW ENERGIES 2030 TARGETS €3 BN ECONOMIC REVENUE WORLD LEADER IN HYDROGEN MOBILITY 2021 KEY FIGURES 2 DEDICATED HYDROGEN R&D CENTERS IN FRANCE AND CHINA 2 PLANTS: BELGIUM AND SOUTH KOREA 50 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2 RISK FACTORS and management AFR 2.1 MAIN RISK FACTORS Operational risks 52 52 54 55 55 55 56 Strategic risks Credit and/or counterparty risks Market risks Legal risks Insurance and risk coverage 2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT 57 57 57 Objectives of the Company concerning internal control and risk management Summary description of the internal control and risk management system Internal control relating to the preparation of the Company’s financial and accounting information 59 60 Work planned in 2022 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 51 RISK FACTORS AND MANAGEMENT Main risk factors 2 2.1 MAIN RISK FACTORS Compagnie Plastic Omnium SE has reviewed the risks that could have a material adverse effect on its business, financial position, results or reputation. These risks have been assessed based on the probability of occurrence and their impact (after taking into account the mitigation measures implemented by Compagnie Plastic Omnium SE). In accordance with regulations, only those risks that are both significant and specific to Compagnie Plastic Omnium SE are described below. The table below classifies these risks by category and indicates their importance (high or moderate) based on their assessment. Risk categories Importance High Risk factors Non-financial risk Operational risks Pandemic High Shortage of raw materials or components High Automotive programs High Quality of products and services sold Health, Safety and Environment Information Technology YES YES YES YES Moderate Moderate High Strategic risks Impact of climate change on the business model High External growth transactions Customers Credit and/or Counterparty risks Market risks High Moderate High Suppliers YES YES Commodity prices Competition law Intellectual property Legal risks Moderate Moderate impact on its results and cash flow. These plans are based in particular on the partial unemployment schemes that exist in most of the countries where the Group operates and on the non-renewal of temporary employees’ contracts. In addition, the Group has historically implemented a strategy aimed at ensuring, even in these exceptional situations, the liquidity to meet its commitments to third parties. This strategy is based on the implementation of medium-term financing both through private placements and through confirmed bank credit lines, without covenants with leading banking institutions. OPERATIONAL RISKS PANDEMIC RISK Identification of risk Compagnie Plastic Omnium SE is exposed to the risk of a pandemic that could occur at country level or on a larger scale, either regionally or globally. In an extreme situation such as that experienced in the first half of 2020, initially in China and then in the rest of the world, Compagnie Plastic Omnium SE’s business could be suddenly interrupted in many plants. These interruptions would be the consequence of the shutdown of production in customer plants, either due to closures imposed by the local health situation, or constrained by problems sourcing components from suppliers operating in a region affected by a local pandemic. A pandemic can also cause a significant drop in demand in the automotive market, RISK OF SHORTAGE OF RAW MATERIALS OR COMPONENTS Identification of risk The global automotive industry may be impacted by a long-term shortage of certain raw materials or components that are widely used for the production of sub-assemblies required for vehicle assembly by carmakers. This shortage, like that affecting semiconductors from the second quarter of 2021 , may lead to a significant and lasting decline in the activity of carmakers on a large number of vehicle models, and consequently, in the activity of equipment manufacturers. This decline in activity may have a significant impact on Compagnie Plastic Omnium SE’s revenue, results and cash position. resulting in a decline in business for carmakers and equipment manufacturers. These stoppages or slowdowns may have a significant impact on Compagnie Plastic Omnium SE’s revenue, results and cash position. Risk management Faced with this type of situation, the Group is able to immediately implement significant expenditure reduction plans in order to limit the 52 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com RISK FACTORS AND MANAGEMENT Main risk factors Risk management RISKS RELATED TO THE QUALITY OF PRODUCTS AND SERVICES SOLD Faced with this type of situation, the Group is able to immediately implement significant expenditure reduction plans in order to limit the impact on its results and cash flow. These plans are based in particular on the partial unemployment schemes that exist in most of the countries where the Group operates and on the non-renewal of temporary employees’ contracts. However, these workforce adjustments may be hampered by a lack of visibility on the short-term business of customers (stop & go). In addition to reducing expenses, the Group is in a position to enter into commercial negotiations with manufacturers in order to obtain financial compensation at least in part. Identification of risks Compagnie Plastic Omnium SE is exposed to the risk of warranty and liability claims from customers in respect of the products it sells and services it provides. This is particularly the case for the Clean Energy Systems business line, where the majority of products sold to carmakers belong in the “safety equipment” category. Compagnie Plastic Omnium SE is also exposed to the risk of third-party product liability claims. Risk management RISK RELATED TO AUTOMOTIVE PROGRAMS 2 In terms of product and process quality, the Group’s business lines have set up dedicated organizations and processes according to models that have been prevalent for many years in the automotive industry. These organizations and processes aim to prevent, identify and correct quality problems as soon as they occur. The robustness and efficiency of these organizations and processes are checked by annual internal audits and regular customer audits. They are also covered by an ISO/TS 16949 certification procedure for all of the Group’s plants and development centers. Identification of risk Each automotive program has risks which could reduce its profitability from that initially expected. The risk relates particularly to programs that incorporate product innovations or which implement new industrial processes. This risk is increased for programs whose launch coincides with the start of a new plant. These uncertainties may require Compagnie Plastic Omnium SE to invest and/or spend more than initially forecast in order to reach the rates and quality levels required by the customer. These risks fall into the area of contractual liability and are covered by specific insurance policies. In addition, each automotive program is subject to risks in terms of manufacturing volumes, which depend on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment, but also on factors specific to each vehicle, such as the attractiveness of their design. RISKS RELATED TO HEALTH, SAFETY AND ENVIRONMENT Identification of risks Ultimately, every automotive program is exposed to the risk of disruption of carmaker’s demand, of variable duration. This disruption may be the result of hazards specific to the carmaker (fire in one of its plants, shutdown of the carmaker’s plant due to a strike, etc.) or external hazards (pandemic or natural disaster affecting one or more plants of a carmaker). This disruption can also result from a similar hazard that would impact a supplier of components used in the manufacture of a vehicle, which could thus force the carmaker to permanently stop its production line for lack of components. Compagnie Plastic Omnium SE’s sites are exposed to risks such as workplace accidents, occupational illnesses, health risks (particularly during a pandemic), environmental damage (pollution), non-compliance with or the tightening of regulatory requirements in the areas of health, safety and the environment. Such events may generate additional costs or investment expenses for Compagnie Plastic Omnium SE in order to remedy the situation, comply and may lead to sanctions. Risk management Risk management With regard to health, safety and the environment (HSE), Compagnie Plastic Omnium SE has introduced a policy that is described in the “Statement of Non-Financial Performance” section of this document. Rolled out worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certification program. Compagnie Plastic Omnium SE’s commitment to diversifying its businesses and increasing the number of automotive programs represents a key component of its strategic vision that significantly reduces exposure to geographic and other risks. Compagnie Plastic Omnium SE has 93 customer brands, comprising nearly all of the world’s major carmakers and serving different market segments and three distinct large product families. It continues to diversify its exposure to worldwide automotive production markets with its businesses spread across 25 countries and with the production launch of a large number of new programs each year (165 in 2021). This policy is overseen by Compagnie Plastic Omnium SE’s Executive Committee, based on specific monthly reporting that shows the individual performance of each subsidiary, as part of an active system set up to help drive continuous improvement. A dedicated organization comprised of front-line health, safety and environment (HSE) coordinators is responsible for supporting and coordinating its deployment. This network of experts is led by Compagnie Plastic Omnium SE’s HSE Department, backed by central HSE managers at the business line level. Final responsibility for managing health, safety and environment risks lies with Senior Executives. In 2020 and 2021, this organization enabled a standard protocol to be applied in all of the Group’s sites, allowing business to continue in complete safety in the context of the Covid-19 pandemic. In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by Compagnie Plastic Omnium SE’s Senior Executives. Once a project has been accepted, a structured operational and financial monitoring system is set up to track it. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 53 RISK FACTORS AND MANAGEMENT Main risk factors 2 Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and OHSAS 18001 certification for industrial facilities. These plans foster wider adoption of best practices. They include training on ergonomics, the man-machine interface and the tools of the in-house Top Safety program and bringing machinery and equipment into compliance. Risk management As explained in detail in section 4 (page 165 to 172), the Group has set itself the objective of carbon neutrality for its own activities (scopes 1 and 2) by 2025, a target of 30% reduction in all its scope 3 emissions by 2030 (including those related to the use of products sold) and the objective of carbon neutrality across its entire value chain by 2050. These objectives should be achieved via the carbon neutrality plan launched by the Group at the end of 2021, which includes in particular: RISKS RELATED TO INFORMATION TECHNOLOGY ● the development of solutions and products to support the energy Identification of risk transition and the reduction of the carbon footprint of manufacturers (weight reduction, aerodynamics and electrification of vehicles, in particular through the development of the hydrogen sector); The day-to-day activity of Compagnie Plastic Omnium SE’s operational functions (Research and Development, Production, Purchasing, Logistics, Commercial) and support functions (Finance, Human Resources, Legal) is highly dependent on the smooth running of the information systems used in these functions. This activity could be affected by the unavailability of critical information systems, mainly due to system breakdown, communication networks failure, damage to infrastructure or malicious actions carried out internally or externally. ● optimization of the carbon footprint of Plastic Omnium sites (energy efficiency and use of renewable energy); ● the integration of a growing share of recycled materials in the Group’s production; ● collaboration with suppliers to reduce the carbon impact of products across the entire value chain. Risk management The Information Systems Department has implemented a systems RISK RELATED TO EXTERNAL GROWTH TRANSACTIONS standardization and consolidation approach, and is constantly upgrading IT and network production infrastructures, business applications and workstation services. Management pays special attention to the incorporation of new technologies and to the availability and integrity of Company data. Identification of risk Compagnie Plastic Omnium SE periodically carries out external growth operations through acquisitions or partnerships that may be of significant size across the Group. a The security of technical systems, applications and networks is addressed at the outset of projects. It is constantly monitored and regularly audited. These transactions are decided on the basis of assumptions, notably, objectives of market growth, synergies and future results, which may not be achieved in the timescales or to the extent initially expected. STRATEGIC RISKS In particular, Compagnie Plastic Omnium SE could encounter difficulties in integrating the companies acquired, their technologies and product ranges, as well as the integration and retention of their employees. It may also be unable to retain or develop strategic clients of the acquired companies. RISK RELATED TO THE IMPACT OF CLIMATE CHANGE ON THE COMPANY’S BUSINESS MODEL (NO MITIGATION OF CLIMATE CHANGE) Risk management Identification of risk Compagnie Plastic Omnium SE takes great care to put resources in place dedicated to overseeing partnerships or integrating acquired companies and sets detailed objectives for these, broken down into action plans. Particular care is taken to ensure the swift implementation of Plastic Omnium’s systems in acquired entities, in order to effectively manage these action plans and measure the achievement of objectives. Compagnie Plastic Omnium SE, as an industrial group operating in the automotive sector, is strongly impacted by the challenges of climate change. In accordance with the expectations of all stakeholders and in order to preserve and develop its business model, the Group must drastically reduce its environmental impact across its entire value chain by aiming for a long-term objective of carbon neutrality. Failure to meet these objectives would expose the Group to consequences such as the loss of customers and markets, difficulties in obtaining financing for the development of its projects, and a significant increase in taxes linked to carbon emissions. 54 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com RISK FACTORS AND MANAGEMENT Main risk factors In 2021, Compagnie Plastic Omnium SE had no major supplier failures that had a significant impact on its own operations or those of its customers. CREDIT AND/OR COUNTERPARTY RISKS RISKS RELATED TO CUSTOMERS MARKET RISKS Identification of risk Due to its business as an automotive supplier, Compagnie Plastic Omnium SE has a limited number of customers and cannot rule out the possibility that one of its customers might find itself in financial difficulty, thus preventing it from respecting certain commitments. Disclosures about market risks are also provided in the notes to the consolidated financial statements. Risk management RISKS RELATED TO COMMODITY PRICES 2 The balanced division of revenue by carmaker has improved in recent years. Identification of risk Compagnie Plastic Omnium SE’s business requires the purchase of large quantities of raw materials (particularly plastic and paints) subject to price variations that could have an impact on its operating margin. In all the Group’s businesses, review procedures are carried out before the results of bids are issued, in particular to ensure a balanced portfolio of customer receivables, in line with a target profile defined and continually monitored by Compagnie Plastic Omnium SE’s Senior Executives. Risk management In terms of risk management, the Group’s business lines have set up structured customer risk monitoring and debt collection processes. The average DSO was 47 days in 2021. Receivables over six months past due amounted to €10.7 million net of provisions. To limit the impact of price fluctuations, Compagnie Plastic Omnium SE has implemented at least partial price indexation clauses with most of its customers or, failing that, regularly renegotiates selling prices. At December 31, 2021 the risk of non-recovery was low and involved only a non-material amount of receivables more than twelve months past due (see Note 6.3.1 to the consolidated financial statements page 268). LEGAL RISKS RISKS RELATED TO SUPPLIERS Compagnie Plastic Omnium SE’s Legal Affairs Department is supported, as needed, by local advisors and a network of correspondents in the main countries. The department helps operational and functional departments, in all their on-going and exceptional operations, to prevent, anticipate and manage legal risks relating to the business, as well as being responsible for claims and litigation. Identification of risk Default by a major supplier, in particular a supplier of specific components, for which rapid substitution is difficult, given the work and time necessary to accredit a new supplier, could disrupt Compagnie Plastic Omnium SE’s production. This default could also generate additional investments or costs impacting Compagnie Plastic Omnium SE’s operating margin. The principal failure scenarios are a supplier’s bankruptcy, the supplier’s failure to meet quality specifications, a raw material or component shortage, or even a fire, natural disaster, strike or pandemic, which could impact a supplier’s plant, causing reductions or disruption to its production over the long term. At the date of this report, there is no dispute or lawsuit and no governmental, legal or arbitration proceeding (including all proceedings of which Compagnie Plastic Omnium SE is aware, which are pending or with which the Group is threatened) that might have, or has had during the past twelve months, a negative material effect on the financial position or profitability of the Plastic Omnium Group. RISKS RELATED TO COMPETITION LAW Risk management Identification of risk With a view to reducing these risks, all suppliers of specific automotive components must be accredited according to meticulously defined operational, financial and non-financial criteria. The main markets in which Compagnie Plastic Omnium SE operates are only accessible to a limited number of players (regional or global) due to the expertise required and the investments needed in research, product development and industrial facilities. This specific market context is likely to increase the risk for Compagnie Plastic Omnium SE of non-compliance with competition law regulations by one of its employees (in particular, an agreement with a competitor regarding the fixing of sales prices, sales conditions or the sharing of markets) with, as a consequence, penalties that could be imposed on it by the competition authorities. For approved suppliers, these criteria are then regularly monitored by the Purchasing and Quality Departments. At-risk suppliers are subject to special monitoring and when necessary safety stocks are put in place. Lastly, operational departments are especially vigilant in this area. They focus on effectively anticipating and managing breakdowns in the supply chain that, while infrequent, can ultimately develop rapidly. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 55 RISK FACTORS AND MANAGEMENT Main risk factors 2 property rights. Extensive policies have been established in respect of patent filings for the innovations that result from Research and Development. Despite the measures taken, including research into prior claims, Compagnie Plastic Omnium SE cannot rule out the possibility of prior intellectual property claims and of the risks of litigation that might result. Risk management Since 2010, Compagnie Plastic Omnium SE has applied a Code of Conduct to ensure compliance with competition law, making sure that all employees who work in sales and purchasing were trained when it was introduced. Compagnie Plastic Omnium SE has since maintained its training efforts every year in this field, through classroom-based training sessions regularly organized in all geographical regions where the Group operates. These training courses are supplemented by an annual invitation to all sales and purchasing employees to participate in an e-learning training course dedicated to this Code of Conduct. INSURANCE AND RISK COVERAGE Compagnie Plastic Omnium SE has put in place a global program of insurance benefiting all the subsidiaries in which it has a majority interest. This program is coupled with local coverage in all countries where the Company is located. The program is intended to cover the main risks that can affect its operations, results or assets and includes: RISKS RELATED TO INTELLECTUAL PROPERTY Identification of risk Compagnie Plastic Omnium SE’s growth mainly depends on its capability to innovate. In this context, Compagnie Plastic Omnium SE is exposed to a risk of misappropriation of know-how, as both a victim and an offender, which could give rise to disputes. ● property, casualty and business interruption insurance; ● operating and product liability insurance; ● environmental liability insurance; and Risk management ● insurance against specific risks such as shipping, travel, vehicles, etc. In the areas of Research and Development, Compagnie Plastic Omnium SE has implemented a structured approach of monitoring and investigating prior claims enabling it to manage and protect its intellectual The levels of cover and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market. 56 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com RISK FACTORS AND MANAGEMENT Internal control procedures and risk management 2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT OBJECTIVES OF THE COMPANY CONCERNING INTERNAL CONTROL AND RISK MANAGEMENT SUMMARY DESCRIPTION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM GENERAL ORGANIZATION DEFINITION AND OBJECTIVES OF INTERNAL CONTROL AND RISK MANAGEMENT Internal control and risk management are the responsibility of Senior Executives and require the involvement of all stakeholders in the Company, in accordance with the tasks assigned to them. Compagnie Plastic Omnium SE’s internal control and risk management systems are designed to ensure: Compagnie Plastic Omnium SE comprises three business lines: Intelligent Exterior Systems, Clean Energy Systems and HBPO. 2 Under the supervision and control of Compagnie Plastic Omnium SE’s Senior Executives, these three business lines each have independent responsibility for implementing the means and resources necessary to achieve the targets set in their annual budgets approved by Senior Executives. ● compliance with applicable laws and regulations; ORGANIZATION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ● effective and controlled implementation of guidelines and objectives set by Senior Executives, particularly with regard to risk; ● The internal control and risk management system within the Group is based partly upon compliance with the rules and principles of its Internal Control Framework. This system is also based on the use of procedures enabling it to continuously improve the management of the main risks it may face. the smooth running of Compagnie Plastic Omnium SE’s internal processes, particularly those relating to the safeguarding of the Group’s assets in the broadest sense; ● the reliability of financial information; ● the commitment of Company employees to shared values and a shared vision of the risks they are helping to control. The organization of the system involves all Company employees. However, its oversight and controls are performed by the following seven key functions: Internal control and risk management systems play a critical role in Compagnie Plastic Omnium SE’s management. However, they cannot provide an absolute assurance that the Company’s objectives will be achieved or that all risks will be eliminated. ● the Senior Executives, the Risk Management Department and the Internal Control and Compliance Committee, which monitor the system; ● the operational departments of each business line, the central Compagnie Plastic Omnium SE is actively working to reinforce its internal control and risk management systems as part of improvement process that relies in particular on the Implementation Guide to the Reference Framework of the Autorité des Marchés Financiers (AMF). functional departments and the Internal Audit Department, which represent three distinct levels of control; a continuous ● the Board of Directors. The Senior Executives of Compagnie Plastic Omnium SE set the guidelines for organizing and running the internal control and risk management system. SCOPE OF THIS REPORT They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company’s business. It is composed of the Chief Executive Officer, Managing Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer and Information Systems Officer, Corporate Secretary and Legal Director and Chairwoman of the Internal Control and Compliance Committee, Human Resources Director, Sustainable Development Director, Innovation Director and the Chief Executive Officers of the business lines. It meets once a month to review the Group’s business performance and recent developments, analyze the Group’s position and to discuss its outlook. It addresses cross-business issues such as Group sales and marketing, organization, investment, legal and Human Resources issues, health, safety and the environment, Research and Development, mergers and acquisitions, and financing. Each month, it analyzes the results and balance sheets of all business lines and subsidiaries, including trends in respect of capital expenditure and working capital compared with the prior year’s position and monthly budget projections. It also reviews three-month forecasts for the consolidated income statement and balance sheet, and plays a pro-active role in steering the Group’s management. It also validates updates of current-year forecasts. It analyzes the five-year strategic plans for each business line and the Group. These plans are then used in preparing the budget, which is definitively adopted in November each year. This report describes the internal control system of Compagnie Plastic Omnium SE, the parent company of the Plastic Omnium Group. It describes in particular the procedures intended to guarantee the reliability of the consolidated financial statements and the Company’s control over entities in which it has a majority interest. Compagnie Plastic Omnium SE regularly reviews and assesses the operations of significant investments over which it exercises joint control, and uses all of its influence to ensure that these entities comply with its internal control requirements. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 57 RISK FACTORS AND MANAGEMENT Internal control procedures and risk management 2 The rules cover routine and non-routine business operations alike. They are a single and comprehensive reference framework designed to ensure that the internal control procedures implemented by the Group are both consistent and appropriate. In a number of cases, they include procedures that describe their application. THE INTERNAL CONTROL FRAMEWORK The cornerstone of Compagnie Plastic Omnium SE’s internal control system is its Internal Control Framework, which sets out the rules and principles applicable to the companies it controls. It comprises a Code of Conduct, the Group’s Internal Control Rules and Procedures and an Accounting and Financial Procedures Handbook. The Accounting and Financial Procedures Handbook: Compagnie Plastic Omnium SE has an Accounting and Financial Procedures Handbook prepared in accordance with IFRS standards. These accounting procedures are applicable to all consolidated companies. The Code of Conduct: in addition to its economic responsibilities, Compagnie Plastic Omnium SE attaches great importance to Human Rights and rules conducive to Sustainable Development. Compagnie Plastic Omnium SE is a signatory of the UN Global Compact, a set of principles that stand alongside the Plastic Omnium Code of Conduct to exemplify the spirit of responsible commitment that has always encouraged the Group’s commitment. Together, these texts highlight the values governing individual and collective conduct that Compagnie Plastic Omnium SE aims to promote, and which determine the fundamental principles in which the rules and procedures of its internal control system are rooted. In 2010, Compagnie Plastic Omnium SE adopted a Code of Conduct on practices governed by competition law, which has been circulated throughout the Group as part of a compliance program. As part of a process of continuous improvement in terms of internal control, the Internal Control Framework is subject to additions, and regular updates to reflect established practices, as well as changes in organization and the applicable regulations. RISK MANAGEMENT The main risks to which Compagnie Plastic Omnium SE is exposed are described in section 2.1 “Main Risk Factors.” This section also describes the key measures and processes used to effectively prevent and manage these risks. The Code of Conduct applies to Compagnie Plastic Omnium SE and to all the affiliates in which it holds a majority stake. Compagnie Plastic Omnium SE does everything in its power to encourage other affiliates to establish rules of conduct consistent with the provisions of the Code. It is the responsibility of executive corporate officers, members of the Executive Committee, Business Lines Directors and sites managers to ensure that all employees are aware of the contents of the Code, and that they have sufficient resources to comply with its provisions. In return, the Code requires individual employees to behave in a way that demonstrates a personal and ongoing commitment to complying with the prevailing laws and regulations, and with the ethical rules it lays down. The risk management system incorporates, as part of the organizational framework presented in this report, a process of mapping and analyzing the main risks facing the Company. The purpose of this is to verify the pertinence of approaches implemented at Group level and to take action to strengthen or complement existing approaches. At Group level, this process is led by the Risk Management Department in conjunction with the operational departments and functional departments. The system is overseen by the Senior Executives. Group Internal Control Rules and Procedures: Compagnie Plastic Omnium SE has a set of rules that define the roles and responsibilities of the Senior Executives, the central departments of Compagnie Plastic Omnium SE and the operational departments of its businesses and subsidiaries in the following areas: CONTROL ACTIVITIES Compagnie Plastic Omnium SE seeks to combine the responsibility and independence of judgment of the three levels of control over its operations and its risk-control procedures: the operational departments, central functional departments and Internal Audit. ● Legal Affairs and Corporate Governance; The operational departments implement the structures and resources necessary for the satisfactory implementation of the rules and principles governing internal control in their respective activities. They are tasked in particular with assessing the pertinence of remedial measures implemented as a result of assignments undertaken by Internal Audit. They are also responsible for identifying the risks inherent to their own activity and for taking reasonable steps to control them. ● Health, Safety and Environment; ● Human Resources; ● Treasury (financing and routine transactions); ● Sales; ● Purchasing (operations and capital expenditure); The central functional departments, namely Human Resources, Sustainable Development, Finance and Information Systems, Legal, and Purchasing Performance, have the broadest powers in their areas of expertise, and under the supervision of Senior Executives, to establish rules and procedures applying within Compagnie Plastic Omnium SE. They are tasked with coordinating and monitoring the activities of their functional networks with a view to protecting the interests of the Group and all its stakeholders. ● Inventory and Supply Chain; ● Automotive Projects; ● Accounting and Taxation; ● Production and Quality; ● Real Estate; ● Information Systems. 58 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com RISK FACTORS AND MANAGEMENT Internal control procedures and risk management In the field of internal control and risk management in particular, they are responsible for analyzing the risks specific to their functions and producing the plans required for their smooth running. They produce and update the Internal Control Framework and the cross-company procedures for risk control. In doing so, they are required to ensure the adequacy of the Internal Control Framework in respect of prevailing standards, regulations and laws, and to implement the appropriate means for relaying the information they produce. OVERSIGHT The Senior Executives, assisted by the Risk Management Department, is responsible for the overall oversight of the Company’s internal control and risk management processes. The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specific remit. It reports its analyses and recommendations to the Senior Executives, as well as the Internal Control and Compliance Committee. Compagnie Plastic Omnium SE has a centralized Internal Audit Department that is part of the Group Risk Management Department and reports to the Corporate Secretary. It also reports regularly on its work to the Internal Control and Compliance Committee, which is responsible for overseeing internal control procedures. It conducts assessments of the general system and ensures the efficiency of its implementation. The Internal Control and Compliance Committee coordinates and oversees the internal control system, and ensures that it runs smoothly. The Internal Control and Compliance Committee is chaired by the Corporate Secretary of Compagnie Plastic Omnium SE. Its members include the Human Resources Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer and Information Systems Officer, Internal Control Director, Internal Audit and Risk Management Director, Compliance Director, Internal Audit Manager, and the Chief Executive Officers and Chief Financial Officers of the Group’s business lines. It is tasked with ensuring the quality and effectiveness of the system. It relays the decisions and recommendations of the Chief Executive Officer, to whom it reports its findings. Its composition gives it the authority to coordinate the efforts of all actors involved in internal control and risk management in each division or corporate function. 2 The Internal Audit Department conducts audits on a scope covering all subsidiaries, whether or not Compagnie Plastic Omnium SE exercises control. At the conclusion of each audit, internal audit makes recommendations to the audited entities, which respond with appropriate action plans subject to systematic monitoring by the management teams of the Group’s business lines. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity’s risk and control environment. Each new entity is audited within one year following its formation or acquisition. Since 2020, Covid-19 health-related travel restrictions led the Internal Audit Department to adapt its audit processes to allow some audits to be performed remotely, using digital tools extensively. To carry out these remote audits, a local auditor, present at the audited sites, supplements the audit team. None of the audits performed in 2021 revealed any serious weaknesses in the internal control and risk management systems. Lastly, the Board of Directors reviews all of the major assumptions and strategies laid down for Compagnie Plastic Omnium SE by the Senior Executives. It reviews the broad outlines of the internal control and risk management system and acquires an understanding of the various procedures involved in the preparation and processing of overall and financial information. The Internal Control Department oversees annual internal control self-assessment campaigns. The questionnaire design is based on the Implementation Guide to the AMF Framework. It is both an effective INTERNAL CONTROL RELATING TO THE PREPARATION OF THE COMPANY’S FINANCIAL AND ACCOUNTING INFORMATION assessment tool and organizations. a means of raising the awareness of local Lastly, the application of international safety, environmental and quality assurance standards, in addition to the audit of our insurance companies and our customers, gives rise to regular specialized audits conducted by independent bodies. BASIS OF PREPARATION OF THE GROUP’S FINANCIAL INFORMATION Concerning the preparation of the Group’s financial information and its consistency, the Finance Department has the following tasks: INFORMATION AND COMMUNICATION The Internal Control Rules and Procedures are available to employees on the home page of the Group’s intranet portal. However, the internal control system is deployed largely through formal documents, awareness raising, training programs and reporting processes conducted by the central functional departments. These activities, which include the self-assessment referred to above, allow local management teams to appreciate the Senior Executives’ profound commitment to internal control processes. ● laying down financial and accounting standards for the Group, in accordance with international standards; ● determining the policy in respect of the preparation of financial information; Finally, the relaying of information on the preparation of financial and accounting data is subject to specific processes described later in this report. ● coordinating information systems used for the preparation of financial and accounting data; ● reviewing subsidiaries’ financial information; ● preparing financial information for the Group’s consolidated financial statements. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 59 RISK FACTORS AND MANAGEMENT Internal control procedures and risk management 2 The consistency of the Group’s financial statements is guaranteed by the use of the same accounting standards and a single chart of accounts by all Group entities. These standards and this chart of accounts take into account the specific characteristics of the subsidiaries’ various businesses. They are defined by the Group Accounting and Standards Department, which has sole authority to modify them. statement, cash-flow statement and data concerning capital employed by subsidiary and by business line for the year N+1. “Revised” forecasts are regularly produced to allow remedial measures to be made with a view to ensuring that initial budget targets are met. They also allow the Senior Executives to report reliably on changes in the situation. This consistency is then ensured by the coordinated management of the information systems which combine to produce the financial information for each subsidiary of the Group. The reporting and accounts consolidation processes are standardized and unified by the use of a The budget is based on the rolling strategic and financial plan, approved each year by the Senior Executives. It includes income statement and balance sheet projections for the four years following the year in progress. It also takes into account the sales, industrial and financial strategies of the Group and its business lines. single software program. Also, based on a software package recommended by the Group, the business lines have developed integrated management systems, deployed at almost all of their industrial, Research and Development and administrative sites, thus contributing to the control of information necessary to prepare the financial statements. Compagnie Plastic Omnium SE is responsible for managing the medium-term financing requirements of all the subsidiaries controlled by the Group. Plastic Omnium Finance covers short-term financing needs. Through the latter, the Group centralizes its cash management and has set up a daily cash-pooling and netting system for all Group subsidiaries in all countries where local rules allow this practice. In addition, intragroup receivables and payables are netted monthly. In this way, it manages funding streams and verifies cash positions on a daily basis. Consolidated Group financial information is prepared for the following key processes: ● weekly cash reporting; ● monthly reporting; In general, subsidiaries cannot negotiate external financing arrangements without the prior authorization of the Group’s Central Treasury. ● interim consolidated reporting; ● annual budget. Plastic Omnium Finance is also responsible for controlling all currency and interest rate hedging transactions. These four processes apply to all subsidiaries controlled by Compagnie Plastic Omnium SE. Cash reports are sent to the Senior Executives on a weekly basis. They include an analysis of the cash position of each business line, and of the Group, together with comparisons with the prior year and the budget for the current year. FINANCIAL REPORTING AND CONTROL PROCEDURES The accounting function is decentralized in the subsidiaries of Plastic Omnium. A first level of control and analysis of the financial statements is carried out at the local level, then at the central level in each business line. Third-tier controls are performed by the Finance Department. No material incidents or significant changes occurred in 2021 that could have compromised the effectiveness of the internal control system described above. Reporting is done on a monthly basis. It is submitted to the Senior Executives eight business days after the close of the monthly accounts and is reviewed at the Executive Committee meeting. The reporting package comprises in particular an income statement broken down by function, with an analysis of production costs, overheads, and Research and Development expenditure. It also includes a full cash-flow statement, business forecasts for the subsequent three months and a set of environmental and safety indicators. The information is prepared at Group, business line and subsidiary level. The reporting provides comparisons between the various items – monthly actual, year-to-date actual compared with prior-year actual and current year budget. It provides an analysis of material differences. WORK PLANNED IN 2022 Committed to a process of continuous improvement of its internal control system, Compagnie Plastic Omnium SE will supplement certain procedures in order to make them more relevant, on the one hand, and to facilitate their appropriation by operational staff, on the other. This approach, in which the Risk Management Department and Internal Control Department are fully involved, covers our internal control procedures, accounting and financial procedures, and risk management procedures. The Internal Audit Department plans to carry out 27 assignments in 2022. The budget process begins in September each year. Prepared by each subsidiary and consolidated at the Group business line level, it is submitted to the Senior Executives in November and validated by end-November before being presented to the Board of Directors of Compagnie Plastic Omnium SE. The budget comprises an income To improve the internal control and risk management system, the Company will continue to apply the procedure for tracking progress on implementing recommendations issued by the Internal Audit Department. 60 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 3 CORPORATE governance AFR 3.1 COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS 62 93 3.2 3.3 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE 116 118 119 3.4 3.5 3.6 CORPORATE GOVERNANCE CODE INFORMATION ON SHARE CAPITAL SHAREHOLDING STRUCTURE OF COMPAGNIE PLASTIC OMNIUM SE 124 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 61 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 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 3.1.1.2 DIVERSITY POLICY APPLIED TO THE BOARD OF DIRECTORS: PROFILES, 3.1.1 COMPOSITION OF THE BOARD OF DIRECTORS EXPERIENCE AND EXPERTISE OF CURRENT DIRECTORS 3.1.1.1 BALANCE OF THE COMPOSITION In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced OF THE BOARD OF DIRECTORS 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. 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. 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: 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. ● management skills acquired in large French or foreign international companies; At the date of this report, the Company is administered by a Board of Directors composed of 15 members: ● knowledge of the Group or its business sector; ● professional experience; ● 13 directors elected by the General Meeting of Shareholders in ● financial and accounting expertise; 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); ● CSR, R&D and digital skills; ● availability and commitment to perform their office. ● 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. 62 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors BREAKDOWN OF MEN AND WOMEN BREAKDOWN BY AGE 40% 20% over 64 under the age of 45 46% 54% Men Women 40% aged 45 to under 65 YEARS IN OFFICE Qualifications and professional experience of the directors in office 20% more than 14 years 27% less than 4 years 3 The Board of Directors is committed to promoting mix and diversity in its composition regarding the qualifications, professional experience, nationality and age of its members. The directors have additional experience (international, financial, industrial, commercial expertise, etc.) with some having former, in-depth knowledge of Compagnie Plastic Omnium SE and its environment. Regarding directors’ professional qualifications and experience, the Board’s objective is to ensure that its composition is appropriate to the businesses of Compagnie Plastic Omnium SE, the issues facing it and its strategic orientation, thus contributing to the quality of the Board’s decisions. 33% 20% from 8 to less than 15 years from 4 to less than 8 years The table below summarizes the diversity and complementarity of the skills brought to the Board. Digital, Innovation, New technologies Senior Executives Industry sector Automotive sector Human Resources of the Group Knowledge CSR Finance Laurent Burelle ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ Laurent Favre ¡ ¡ ¡ Félicie Burelle ¡ Anne Asensio Anne-Marie Couderc Prof. Dr. Bernd Gottschalk Vincent Labruyère Éliane Lemarié ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ Paul Henry Lemarié Lucie Maurel Aubert Alexandre Mérieux Cécile Moutet ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ Amélie Oudéa-Castéra Amandine Chaffois Ireneusz Karolak ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 63 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 SUMMARY PRESENTATION OF THE BOARD OF DIRECTORS AT DECEMBER 31, 2021 No. of Study committees offices in Male/ listed Date of initial End of Years on Age Female Nationalitycompanies appointment current term the Board Accounts Appointments Compensation Chairman of the Board of Directors Laurent Burelle 72 M 1 06/18/1981 2024 40 Senior Executives Laurent Favre 50 42 M F 0 1 01/01/2020 04/27/2017 2024 2023 2 4 Félicie Burelle Independent directors Anne Asensio 59 71 60 47 43 F F 1 1 0 1 1 04/28/2011 07/20/2010 12/15/2015 04/26/2018 01/01/2014 2023 2024 2024 2024 2022 10 11 6 ¡ Anne-Marie Couderc Lucie Maurel Aubert Alexandre Mérieux Amélie Oudéa-Castéra Ù ¡ Ù F ¡ ¡ M F 3 ¡ 8 Non-independent directors and/or members of the Burelle family Prof. Dr. Bernd Gottschalk Vincent Labruyère 78 M 1 0 1 1 0 04/28/2009 05/16/2002 04/09/2009 06/26/1987 04/27/2017 2024 2023 2024 2024 2023 12 19 12 34 4 Ù Éliane Lemarié, permanent representative of Burelle SA 76 74 48 F M F ¡ Paul Henry Lemarié Cécile Moutet Directors representing employees Amandine Chaffois 41 62 F 0 0 07/04/2019 05/23/2019 2022 2022 2 2 Ireneusz Karolak Censor M Jean Burelle 82 M 1 02/17/2021 2024 1 * Number of offices, excluding Compagnie Plastic Omnium SE, held in listed companies. ** Independence within the meaning of the AFEP-MEDEF Code criteria. Committee member Chairman of the committee. Ù ¡ 64 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 60YEARS 54 % 38 % AVERAGE AGE OF DIRECTORS AS AT 12/31/2021 WOMEN INDEPENDANT DIRECTORS DIRECTORS AS AT 12/31/2021 AS AT 12/31/2021 CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND ITS SPECIALIZED COMMITTEES IN 2021 Departure Appointment Renewal Laurent Burelle (04/22/2021) Laurent Favre (04/22/2021) Burelle SA (04/22/2021) Jean Burelle (04/22/2021) Jérôme Gallot (04/22/2021) Anne-Marie Couderc (04/22/2021) Lucie Maurel Aubert (04/22/2021) Prof. Dr. Bernd Gottschalk (04/22/2021) Paul Henry Lemarié (04/22/2021) Alexandre Mérieux (04/22/2021) Board of Directors 3 Audit Committee Lucie Maurel Aubert (02/17/2021) Anne-Marie Couderc (02/17/2021) Compensation Committee Prof. Dr. Bernd Gottschalk (02/17/2021) Alexandre Mérieux (02/17/2021 Anne-Marie Couderc (02/17/2021) Éliane Lemarié (02/17/2021) Lucie Maurel Aubert (02/17/2021) Appointments Committee They were both appointed in 2019 for a three-year term of office. As soon as they became directors, they participated in training program delivered by an external firm covering in particular the role and function of the Board of Directors and the directors’ rights, obligations and responsibilities. They also took part in an onboarding program designed to improve their knowledge of the Group’s organization and businesses. Two directors representing employees a Two directors representing the employees are members of the Board of Directors. With a particular viewpoint linked to their knowledge of the business, they bring a complementary perspective and enrich the quality of the Board’s discussions. Amandine Chaffois, appointed by the France Group Works Council, is the Group’s Vice-Chairwoman, Value Chain Sustainability. Amandine Chaffois and Ireneusz Karolak receive compensation as members of the Board of Directors in accordance with the same distribution rules as the other directors. The components of their compensation as employees are not published. Ireneusz Karolak, appointed by the European Consultation Committee, is Purchasing Manager in the Plastic Omnium Industries’ Clean Energy Systems business line in Poland. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 65 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 List of offices and positions of directors held during the fiscal year ended December 31, 2021 LAURENT BURELLE Chairman of the Board of Directors of Compagnie Plastic Omnium SE and Chairman and Chief Executive Officer of Burelle SA BIOGRAPHY Laurent Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds a Master of Science Degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT). He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer of Plastic Omnium SA in Valencia (Spain), going on to become Chairman and Chief Executive Officer. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE with effect from January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. NATIONALITY: French BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 06/18/1981 END OF CURRENT TERM: 2024 He has also been Chairman of AFEP (Association Française des Entreprises Privées) since 2017. Laurent Burelle is also a director-founder of the Fondation Jacques Chirac. He is a Commandeur de la Légion d’Honneur. SHARES HELD: 667,000 (at 12/31/2021) PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES AND ASSOCIATIONS Burelle SA Sofiparc Chairman and CEO P P P P P Chairman and member of the Supervisory Committee Sofiparc Management Burelle Participations AFEP (association) Chairman Director Chairman Fondation Jacques Chirac (association) Director – Founder INTERNATIONAL COMPANIES Director Plastic Omnium Holding (Shanghai) Co. Ltd (China) SOGEC 2 (Belgium) P P Managing Director Chairman – Chief Executive Officer Compagnie Financière de la Cascade SA (Belgium) Plastic Omnium Inc (United States) Chairman (until February 2021) 66 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors LAURENT FAVRE Chief Executive Officer of Compagnie Plastic Omnium SE BIOGRAPHY Laurent Favre has an engineering degree from the École Supérieure des Techniques Aéronautiques et de Construction Automobile (ESTACA). He began his career in the automotive industry, in Germany. For more than 20 years he has held various positions of responsibility with German automotive equipment manufacturers such as ThyssenKrupp (steering systems), ZF (gearboxes and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre is the Chief Executive Officer of Compagnie Plastic Omnium SE. NATIONALITY: French BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 01/01/2020 END OF CURRENT TERM: 2024 SHARES HELD: 3,870 3 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Plastic Omnium Auto Exteriors Plastic Omnium Auto Inergy Plastic Omnium Finance Chairman and CEO Chairman P P P P Manager Plastic Omnium Modules Chairman INTERNATIONAL COMPANIES Plastic Omnium GmbH (Germany) Manager P P P P P P HBPO Beteiligungsgesellschaft mbH (Germany) Member of the Shareholders Committee Plastic Omnium New Energies (Belgium) Director Director Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd (China) Chairman of the Board of Directors Chairman (since February 2021) Plastic Omnium Holding (Shanghai) Co. Ltd(China) Plastic Omnium Inc. (United States) PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 67 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 FÉLICIE BURELLE Managing Director of Compagnie Plastic Omnium SE BIOGRAPHY Félicie Burelle graduated from the ESCE Business School and holds a graduate degree in Business-Finance from South Bank University of London and an MBA from the Instituto de Empresa (IE) Business School of Madrid. After beginning her career in the Group in 2001 as Accounting Manager of a subsidiary of the Auto Exterior Division in Spain (Madrid), Félicie Burelle moved on to the Merger & Acquisitions Department of Ernst & Young Transaction Services in 2005. In 2010, she rejoined Compagnie Plastic Omnium and took over the Strategic Planning and Commercial Coordination Department of the Auto Exterior Division. She also became member of the Executive Committee of this Division. Félicie Burelle has been a member of the Burelle SA Board of Directors since 2013. NATIONALITY: French In 2015, she became Strategy and Development Director of Compagnie Plastic Omnium SE and has been member of the Executive Committee since then. BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2023 Appointed Chief Operating Officer of Compagnie Plastic Omnium SE on January 1, 2018, Félicie Burelle has been Managing Director since January 1, 2020. SHARES HELD: 900 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Burelle SA Director Director Director P P P Burelle Participations CIC Lyonnaise de Banque INTERNATIONAL COMPANIES Compagnie Financière de la Cascade SA (Belgium) Director Plastic Omnium New Energies (Belgium) Director P P HBPO Beteiligungsgesellschaft mbH (Germany) Member of the Shareholders Committee 68 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors ANNE ASENSIO Vice-Chairwoman of Design of Dassault Systèmes BIOGRAPHY Holder of a master’s degree in transport design from the Center for Creative Studies in Detroit, as well as a degree in industrial design from École Nationale Supérieure des Arts Appliqués in Paris, Anne Asensio began her career with Renault in 1987, where she was notably charged with the design of the Twingo, Clio and Mégane (Scenic) ranges. She then held several management positions with General Motors, leading the development of a number of concept cars. She joined Dassault Systèmes in November 2007 as Vice-Chairwoman of Design, in charge of design, innovation and corporate identity. Anne Asensio is a Chevalier de la Légion d’Honneur and a Chevalier de l’Ordre National du Mérite. NATIONALITY: French BUSINESS ADDRESS: Dassault Systèmes 10, rue Marcel Dassault 78140 Vélizy-Villacoublay FIRST APPOINTMENT: 04/28/2011 END OF CURRENT TERM: 2023 SHARES HELD: 900 3 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES AND ORGANIZATIONS Dassault Systèmes Vice-Chairwoman of Design Experience P Agence de la Promotion de la Création Industrielle Strate École du design Director – member of the Board of Directors Non-controlling shareholder, Director and member of the Scientific Advisory Board Institut de Recherche et d'Innovation (IRI) Centre Pompidou Design Île-de-France (Region) Member of the College Board member VIA (Association) Member of the Board of Directors INTERNATIONAL COMPANIES AND ORGANIZATIONS Umeä University of Design (Sweden) World Design Organization (Canada) Member of the Strategic Board Board member PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 69 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 ANNE-MARIE COUDERC Chairwoman of the Board of Directors of Air France KLM BIOGRAPHY After beginning her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer in 1993. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer and member of the Editorial Committee of Hachette Filipacchi Medias, and director of several publications. In 2007, she was appointed Corporate Secretary of Lagardère Active, before joining Presstalis as Chief Executive Officer in 2010. She was Chairwoman of the Board of Directors until June 2017. NATIONALITY: French BUSINESS ADDRESS: Air France KLM Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France KLM and of Air France since 2016. 2, rue Robert Esnault Pelterie, 75007 Paris FIRST APPOINTMENT: 07/20/2010 Anne-Marie Couderc is an Officier de la Légion d’Honneur and a Officier de l’Ordre national du Mérite. END OF CURRENT TERM: 2024 SHARES HELD: 1,350 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Chairwoman of the Board of Directors Chairwoman of the Appointments Committee and Governance Committee Air France KLM P Independent Board member Air France Transdev Chairwoman of the Board of Directors Director Member of the Audit Committee and the Strategy Committee Director Chairwoman of the Compensation and Appointments Committee Ramsay – Générale de Santé C.E.S.E Member of the Audit and Risk Committee Member 70 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors PROF. DR. BERND GOTTSCHALK Founder and Chairman of AutoValue GmbH BIOGRAPHY Holder of a doctorate in economics, Prof. Dr. Bernd Gottschalk studied economics at the University of Hamburg and the University of Sarrebruck, then at Stanford University in California. He began his career in Finance at Daimler AG Group, and then became Plant Manager, before being appointed Chairman of Mercedes-Benz do Brasil. In 1992, he was appointed to the Executive Committee of the Daimler AG Group, Global Vice-President of the Commercial Vehicles Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman of the Federation of German Automotive Industry (VDA) and in 2007 created AutoValue GmbH, an automotive consultancy that he has headed since that date. NATIONALITY: German BUSINESS ADDRESS: AutoValue GmbH Savignystrasse 34, 60325 Frankfurt-am-Main FIRST APPOINTMENT: 04/28/2009 END OF CURRENT TERM: 2024 SHARES HELD: 900 3 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA INTERNATIONAL COMPANIES AutoValue GmbH (Germany) Schaeffler AG (Germany) Chairman Director Jost Werke AG (Germany) Bentler international AG (Austria) Director, Deputy Chairman Director P Director Member of the Audit Committee Aeye Inc. (United States) Chairman of the Appointments and Corporate Governance Committee PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 71 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 VINCENT LABRUYÈRE Chairman of the Labruyère Group BIOGRAPHY An engineering graduate of ETH Zurich (Swiss Federal Institute of Technology), Vincent Labruyère started his professional career in 1976 with Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc., USA, manufacturers of equipment for production processes. In 1981, he became head of Imprimerie Perroux, a printer of checkbooks and bank forms, which he diversified in 1985 by creating DCP Technologies, a subsidiary specializing in credit card manufacture and encoding. In 1989, he founded the SPEOS Group, specialized in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office in 2001. Vincent Labruyère then joined the Labruyère Group as Chief Executive Officer, later becoming Chairman of the Management Board and then Chairman of the Supervisory Board. Labruyère Group is a family-owned company operating vineyards in France and the United States, which also operates commercial real estate premises and invests growth capital in France and abroad. NATIONALITY: French BUSINESS ADDRESS: Labruyère Group 70, avenue Édouard Herriot 71009 Mâcon FIRST APPOINTMENT: 05/16/2002 END OF CURRENT TERM: 2023 SHARES HELD: 10,932 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Groupe Labruyère Chairman of the Supervisory Committee Chairman Société Financière du Centre Pige SA Permanent representative of the Labruyère Group, director (until December 2021) SC Domaine Jacques Prieur Manager 72 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors ÉLIANE LEMARIÉ, PERMANENT REPRESENTATIVE OF BURELLE SA Director of Burelle SA BIOGRAPHY After graduating with a master’s degree in English from the University of Paris-Sorbonne and graduating from IEP Paris, Éliane Lemarié devoted her professional career to the corporate information and communication sector. She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI) from 1969 to 1975. In 1976, she was hired by SOGEC to set up and develop a Public Relations, Media Relations and Publishing Department, a position she held until 1983. In 1983, she founded and developed IRMA Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief Executive Officer until 2010. NATIONALITY: French BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT OF BURELLE SA AS A DIRECTOR: 06/26/1987 FIRST APPOINTMENT OF MS. ÉLIANE LEMARIÉ AS PERMANENT REPRESENTATIVE OF BURELLE SA: 04/09/2009 EXPIRY OF THE TERM OF OFFICE OF BURELLE SA: 2024 3 SHARES HELD: 235,996 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Burelle SA Sofiparc Director P P P Member of the Supervisory Committee Chairwoman of the Supervisory Committee Union Industrielle INTERNATIONAL COMPANIES SOGEC 2 (Belgium) Garamond (Belgium) Chief Executive Officer Director PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 73 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 PAUL HENRY LEMARIÉ Chairman and CEO of Burelle Participations BIOGRAPHY Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (Diplôme d'Etudes Approfondies (DEA)) in Management and Finance from University of Paris-Dauphine. After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became Chairman of the Automotive Division. In 1987 he was appointed Chief Operating Officer of Compagnie Plastic Omnium SE, then Chief Executive Officer in 1988 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2001 until December 31, 2020. NATIONALITY: French Paul Henry Lemarié has been Chairman and CEO of Burelle Participations since July 28, 2021. BUSINESS ADDRESS: Burelle Participations 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 06/26/1987 END OF CURRENT TERM: 2024 SHARES HELD: 315,900 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES Burelle Participations Burelle SA Chairman and CEO P P P Director P Sofiparc Member of the Supervisory Committee INTERNATIONAL COMPANY Garamond (Belgium) Director 74 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors LUCIE MAUREL AUBERT Vice-Chairwoman of Rothschild Martin Maurel et Associés/ Vice-Chairwoman of the Supervisory Board of Rothschild & Co BIOGRAPHY After starting her professional career in 1985 as a business attorney in the law firm Gide Loyrette Nouel, Lucie Maurel Aubert joined, in 2002, the family bank Martin Maurel of which she has been a director since 1999. In 2007, Lucie Maurel Aubert was appointed Managing Director of Compagnie Financière Martin Maurel, then, in 2011, Vice-Chairwoman and Managing Director. In 2013, she was appointed Chief Executive Officer of Banque Martin Maurel. Since 2017, Lucie Maurel Aubert has been Vice-Chairwoman of Rothschild Martin Maurel Associés. Lucie Maurel Aubert is a Chevalier de la Légion d’Honneur. NATIONALITY: French BUSINESS ADDRESS: Rothschild Martin Maurel 29, avenue de Messine 75008 Paris FIRST APPOINTMENT: 12/15/2015 END OF CURRENT TERM: 2024 SHARES HELD: 910 3 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES AND ASSOCIATIONS Rothschild Martin Maurel et Associés STEF-TFE Vice-Chairwoman Director Fonds de dotation du Grand Paris Rothschild & Co Director Vice-Chairwoman of the Supervisory Board Vice-Chairwoman Association Française des Banques SNEF Director Festival d'art lyrique d'Aix-en-Provence Vice-Chairwoman PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 75 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 ALEXANDRE MÉRIEUX Chairman and CEO of bioMérieux BIOGRAPHY Alexandre Mérieux graduated from the University of Lyon with a degree in biology and from HEC Montreal Business School. From 1999 to 2004, Alexandre Mérieux was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Head. He has held various operational positions within bioMérieux. He was Managing Director in 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and Director of the Microbiology unit between 2011 and 2014. A Chairman and Chief Executive Officer of bioMérieux since December 2017, Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences. NATIONALITY: French BUSINESS ADDRESS: bioMérieux 376, chemin de l’Orme 69280 Marcy l’Étoile FIRST APPOINTMENT: 04/26/2018 END OF CURRENT TERM: 2024 SHARES HELD: 1,000 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES AND FOUNDATIONS OFFICE HELD LISTED COMPANY BURELLE SA FRENCH COMPANIES AND FOUNDATIONS bioMérieux SA Chairman and Chief Executive Officer and director P Institut Mérieux Vice-Chairman, Managing Director and director Finance Senior Mendel SAS Fondation Christophe et Rodolphe Mérieux Mérieux Foundation Representative of Mérieux Participation 2, director Director Director Mérieux Développement SAS Mérieux Equity Partners Compagnie Mérieux Alliance SCI ACCRA Chairman Chairman Chief Executive Officer Manager Jacques Chirac Foundation Director INTERNATIONAL COMPANY Mérieux Nutrisciences Corporation (USA) Chairman 76 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors CÉCILE MOUTET Director of Compagnie Plastic Omnium SE BIOGRAPHY Cécile Moutet has a Specialized Master’s degree in Market Research and Marketing Management from NEOMA Business School (formerly ESC Rouen) and from the Institut Européen des Affaires. She started her career as a communication consultant in the IRMA Communication agency, where she assumed the responsibility of the Client Division, designed press relations campaigns of various groups and organized public relations events. Between 2006 and 2008, Cécile Moutet was self-employed in Spain as a communication consultant. In 2009 and 2010, Cécile Moutet worked at IRMA Communication (which became Cap & Cime PR in 2010) and coordinated various consulting assignments. NATIONALITY: French BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2023 SHARES HELD: 8,160 3 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES OFFICE HELD LISTED COMPANY BURELLE SA INTERNATIONAL COMPANY Financière Protea SA (Belgium) Director AMÉLIE OUDÉA-CASTÉRA Chief Executive Officer of the Fédération Française de Tennis BIOGRAPHY After a career as a professional tennis player, Amélie Oudéa-Castéra opted for academia rather than high-level sport. A graduate of IEP Paris and ESSEC Business School while at the same time obtaining a master’s degree in law, she won a place at ENA, graduating in April 2004 and taking up a position as Public Auditor with the French Court of Auditors (Cour des Comptes). In 2008, Amélie Oudéa-Castéra joined the AXA Group, working for the Group CFO. In 2010, she was appointed Director of Strategic Planning, then Director of Marketing, Brand and Services at AXA France in 2011. After having extended her responsibilities to digital, she was appointed Director of Marketing and Digital for the entire AXA Group in 2016. After joining the Carrefour’s Board of Directors in June 2018, Amélie Oudéa-Castéra is Executive Director of E-commerce, Data and Digital Transformation from November 2018 until February 2021. NATIONALITY: French BUSINESS ADDRESS: Fédération Française de Tennis 2, avenue Gordon Bennett 75016 Paris FIRST APPOINTMENT: 01/01/2014 Since March 2021, Amélie Oudéa-Castéra has been Chief Executive Officer of the French Tennis Federation. END OF CURRENT TERM: 2022 SHARES HELD: 900 PLASTIC OMNIUM GROUP COMPANY/ COMPANIES AND ASSOCIATIONS POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA FRENCH COMPANY AND ASSOCIATIONS Fédération Française de Tennis Eurazeo Chief Executive Officer Member of the Supervisory Board P PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 77 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 AMANDINE CHAFFOIS Director representing the employees BIOGRAPHY Amandine Chaffois is a graduate engineer from the Institut National des Sciences Appliquées in Lyon and holds a Diploma of Higher Specialized Studies in Purchasing from the Institut d’Administration des Entreprises de Lyon from which she graduated at the top of her class. She joined Plastic Omnium Group in 2004 as part of her end-of-studies internship within Plastic Omnium Industries business line at the Intelligent Exterior Systems business. She then held various positions in the purchasing departments in France, Brazil and the United States. Amandine Chaffois was promoted to Director of Launches for Europe in September 2018, then Innovation Director for the Intelligent Exterior Systems business line. Since October 1, 2021, she has been Group Vice-Chairwoman Value Chain Sustainability. NATIONALITY: French BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois Perret FIRST APPOINTMENT: 07/04/2019 Amandine Chaffois was appointed to the Board of Directors of Compagnie Plastic Omnium SE by the French Works Council on July 4, 2019. END OF CURRENT TERM: 2022 IRENEUSZ KAROLAK Director representing the employees BIOGRAPHY Ireneusz Karolak graduated in romance philology from the Marie Curie University – Skłodowska in Lublin. After starting his career in teaching and research and as a certified translator in French and Spanish, he graduated with a Master’s degree in Management and International Business from the École des Hautes Études Commerciales in Lille in 1994. He joined the Plastic Omnium Group in 1999, where he successively held the positions of Quality Controller and Quality Manager. He is currently Purchasing Manager of the Lublin site in Poland within the Clean Energy Systems business. Ireneusz Karolak was appointed an employee director of Compagnie Plastic Omnium SE by the European Works Council on May 23, 2019. NATIONALITY: Polish BUSINESS ADDRESS: Plastic Omnium Auto Inergy Ul. Budowlana, 28 PL 20-469 Lublin, Poland FIRST APPOINTMENT: 05/23/2019 END OF CURRENT TERM: 2022 78 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors Information about the censor In accordance with Article 17 of the Articles of Association, the Board of Directors may appoint one or more censors who attend Board meetings in an advisory capacity. censors are appointed for a term of three years. JEAN BURELLE Censor and Honorary Chairman BIOGRAPHY Jean Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds an MBA from Harvard Business School. He started his career in 1966 with L’Oréal and left for Compagnie Plastic Omnium SE in 1967 as Department Head. In 1986, he was appointed Executive Vice-President, and in 1987 became Chairman and Chief Executive Officer, a position that he occupied until June 30, 2001. Jean Burelle was a director of Compagnie Plastic Omnium SE from 1970 to 2021. He has been Honorary Chairman since July 1, 2001. From July 1, 2001 to December 31, 2018, Jean Burelle was Chairman and Chief Executive Officer of Burelle SA, of which he is still a director. He is also a member of the Supervisory Board of Soparexo SCA. NATIONALITY: French Jean Burelle was the Chairman of MEDEF International from November 2005 until May 2016, when he became Honorary Chairman and director. From 1977 to 2009, he was a director of Essilor International and Chairman of the directors Committee. 3 BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 02/17/2021 END OF CURRENT TERM: 2024 Jean Burelle is an Officier of the Légion d’Honneur and an Officier de l’Ordre National du Mérite. SHARES HELD: 416,378 GROUP COMPANY COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY PLASTIC OMNIUM/BURELLE SA FRENCH COMPANIES AND FOUNDATIONS Burelle SA Director P P P P Chairman and Chief Executive Officer (until July 2021) Burelle Participations Sofiparc Member of the Supervisory Committee Permanent representative of Burelle Participations, itself director Sycovest 1 Soparexo SCA Member of the Supervisory Committee Member of the Supervisory Committee and the Compensation Committee (until October 2021) Banque Hottinguer MEDEF International Honorary Chairman and Director Institut des Relations Internationales Director Director Association pour le Rayonnement de l’Opéra National de Paris (AROP) Deputy Treasurer INTERNATIONAL COMPANIES Chairman of the Board of Directors Chief Executive Officer SOGEC 2 SA (Belgium) Chairman of the Board of Directors Director Financière Protea SA (Belgium) PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 79 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 then Director of Marketing, Brand and Services at AXA France in 2011. Having extended her responsibilities to digital, she was appointed Director of Marketing and Digital for the entire AXA Group in 2016. 3.1.1.3 CHANGES IN THE TERMS OF OFFICE AND POSITIONS OF THE BOARD OF DIRECTORS Changes in 2021 After joining the Carrefour Board of Directors in June 2018, Amélie Oudéa-Castéra was Carrefour's Executive Director of E-commerce, Data and Digital Transformation from November 2018 until February 2021. Renewal of the terms of office of eight directors. The General Meeting of Shareholders of April 22, 2021 renewed, for a period of three years, the terms of office of: Amélie Oudéa-Castéra has been Chief Executive Officer of the French Tennis Federation since March 2021. ● Laurent Burelle, director of Compagnie Plastic Omnium SE since 1981; She brings to the Board her managerial and operational experience acquired throughout her career as well as her skills in the fields of finance and digital, and innovation techniques. Amélie Oudéa-Castéra is also very involved in the Audit Committee. ● Laurent Favre, director of Compagnie Plastic Omnium SE since 2020; ● Burelle SA, represented by Éliane Lemarié, director of Compagnie Plastic Omnium SE since 1987; Amélie Oudéa-Castéra’s attendance during her eight years in office was 83% for meetings of the Board of Directors and 100% for meetings of the Audit Committee. ● Anne-Marie Couderc, director of Compagnie Plastic Omnium SE since 2010; ● Lucie Maurel Aubert, director of Compagnie Plastic Omnium SE since 2015; Renewal of the term of office of directors representing employees ● Prof. Dr. Bernd Gottschalk, director of Compagnie Plastic Omnium SE since 2009; Amandine Chaffois and Ireneusz Karolak have been directors representing the employees of Compagnie Plastic Omnium SE since 2019. ● Paul Henry Lemarié, director of Compagnie Plastic Omnium SE since 1987; The three-year terms of office of Amandine Chaffois and Ireneusz Karolak expire on July 4, 2022 and May 23, 2022. Pursuant to Article 11b of the bylaws, the Group Works Council France and the employee representative body of the European Company will be required to appoint the respective representatives by the aforementioned deadlines, for a new term of office of three years. ● Alexandre Mérieux, director of Compagnie Plastic Omnium SE since 2018. End of the term of office of Mr. Jean Burelle Prior to reaching the age limit set in the Company’s bylaws, the term of office of Jean Burelle, a director since 1970, was not renewed. However, in view of his deep and lasting commitment to the Plastic Omnium Group, as well as the knowledge and expertise that he has brought to the Board, Jean Burelle was appointed as censor by the Board of Directors at its meeting of February 17, 2021, for a term of three years. Appointment of a new director At its meeting of February 17, 2022, the Board of Directors decided, on the proposal of the Appointments Committee, to submit to the Annual General Meeting of Shareholders of April 21, 2022, the appointment of Martina Buchhauser. End of the term of office of Mr. Jérôme Gallot Jérôme Gallot, a director since 2006, did not wish to seek the renewal of his term of office. A German national, Martina Buchhauser would bring to the Board her industrial experience in the automotive sector, as well as her experience in the field of sustainable development and energy transformation. Martina Buchhauser graduated with a Bachelor of Science in Business Management and a Master in Management Sciences from Stanford University (United States). She began her career at General Motors in the US in 1985, and later joined Opel AG in Germany, where she was Global Purchasing Director. From 2007 to 2012, she was Vice-Chairwoman, Purchasing, of MAN Camions et Bus and then joined the BMW Group in 2012, where she was responsible for vehicle interiors and electronics. In 2017, she became Senior Vice President, member of the Executive Committee of Volvo Car Corporation (Geely Group) in Sweden, in charge of purchasing. Changes to the composition of the Board of Directors and Committees in 2022 Renewal of the term of office of a director At its meeting of February 17, 2022, the Board of Directors decided, on the proposal of the Appointments Committee, to submit to the Annual General Meeting of Shareholders of April 21, 2022, the renewal of Amélie Oudéa-Castéra's term of office as a director for a period of three years expiring at the end of the General Meeting of Shareholders called in 2025 to approve the financial statements for fiscal year 2024. In 2021, she became Senior Advisor for H&Z Management Consulting in Germany. She is an independent director and member of the Audit Committee of Gränges AB in Sweden and of Sono Group NV in Germany, where she is also a member of the Governance and Appointments Committee. Amélie Oudéa-Castéra has been an independent director of Compagnie Plastic Omnium SE since 2014. She has been a member of the Audit Committee since 2020. Following a career as a professional tennis player, Amélie Oudéa-Castéra graduated from IEP Paris and ESSEC Business School. While obtaining a Martina Buchhauser would bring to the Board of Directors her very broad international experience, extensive knowledge of the automotive sector in the context of its transformation, and of automotive equipment manufacturers, as well as proven financial skills and first-rate managerial experience. master’s degree in law, she won a place at ENA, graduating in April 2004 and taking up a position as Public Auditor with the French Court of Auditors (Cour des Comptes). In 2008, Amélie Oudéa-Castéra joined the AXA Group, working for the Group CFO. In 2010, she was appointed Director of Strategic Planning, 80 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors After examining the independence criteria in the AFEP-MEDEF Code, the Board of Directors concluded that Martina Buchhauser could be considered an independent director. At its meeting of December 10, 2021, the Board of Directors resolved to modify the composition of the Audit Committee and the Compensation Committee at the end of the General Meeting of Shareholders of April 21 2022 and to extend the scope of intervention by the Appointments Committee: Composition of the Board of Directors and Board Committees following the General Meeting of Shareholders of April 21, 2022 ● the Audit Committee will be chaired by Lucie Maurel Aubert. Amélie Oudéa-Castéra and Vincent Labruyère will be members; Subject to the approval of the resolutions submitted to the vote of the General Meeting of Shareholders to be held on April 21, 2022, at the end of this General Meeting of Shareholders, the Board of Directors of Compagnie Plastic Omnium SE will be composed of 16 members. The percentage of the independent directors will be 43% and the percentage of women, 57%, directors representing the employees not being taken into account in calculating these rates. ● the Compensation Committee will be chaired by Alexandre Mérieux. Anne-Marie Couderc and Anne Asensio will be members; ● the Appointments Committee is modified to take into account the Group’s expectations and ambitions in terms of social and environmental responsibility and, from 2022, becomes the Appointments and CSR Committee, chaired by Anne-Marie Couderc; Éliane Lemarié and Lucie Maurel Aubert will be members. Independent director Audit Committee Compensation Committee Appointments and CSR Committee Age 72 50 42 59 78 55 41 71 62 71 Male/Female Laurent Burelle M M F 3 Laurent Favre Félicie Burelle Anne Asensio F º º º ¡ ¡ Prof. Dr. Bernd Gottschalk Martina Buchhauser Amandine Chaffois Anne-Marie Couderc Ireneusz Karolak Vincent Labruyère M F F F Ù M M ¡ Éliane Lemarié, permanent representative of Burelle SA 76 F ¡ ¡ Paul Henry Lemarié Lucie Maurel Aubert Alexandre Mérieux Cécile Moutet 74 60 47 48 43 M F º º Ù ¡ M F Ù Amélie Oudéa-Castéra F º Independence within the meaning of the AFEP-MEDEF Code criteria. Committee member. Chairman of the Committee. º ¡ Ù There are no family ties between the other directors of Compagnie Plastic Omnium SE. 3.1.1.4 RESPONSIBLE DIRECTORS Within the scope of the law and the rights and duties of directors as defined in the Internal Rules of the Board of Directors of Compagnie Plastic Omnium SE and in accordance with the AFEP-MEDEF Code, directors are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics. No conviction or incrimination of directors Each director has declared, as they do every year, that he/she: ● has not been convicted of fraud in the last five fiscal years; ● has not been involved as a director in a bankruptcy, receivership or liquidation during the last five years; Statements on the position of directors ● ● is not the subject of an official public offense and/or sanction pronounced by a statutory or regulatory authority; Existing family ties between directors Laurent Burelle and Éliane Lemarié are brother and sister, Paul Henry Lemarié is the husband of Éliane Lemarié. has not been prevented by a court from acting as a member of a management, administrative or supervisory body of an issuer, nor from participating in the management or conduct of the affairs of an issuer during the last five years. Félicie Burelle is the daughter of Laurent Burelle, and Cécile Moutet and Félicie Burelle are cousins. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 81 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 In the meeting of the Board of Directors of December 10, 2021, each director received the schedule of closed periods for 2022 outside of which they may trade in Plastic Omnium shares. Management of conflicts of interest Directors are required to act in the interests of the Company in all circumstances. Furthermore, the directors notify the French Financial Markets Authority (AMF – Autorité des Marchés Financiers) of each transaction carried out by themselves, or by persons closely related to them, involving Plastic Omnium securities (see section 3.2.5 “Summary of transactions reported by executive directors and directors during fiscal year 2021”). Each year, the Board of Directors examines potential situations of conflicts of interest and the agreements reported to it pursuant to Article 4.2 of its Internal Rules. Beyond the provisions of the French Commercial Code applicable to related-party agreements, the Board’s Internal Rules provide that each director must inform the Board of any conflict that might exist between his or her interests and those of the Company and of any conflict of interest in which he or she might be involved, directly or indirectly, and, if involvement in such conflict cannot be avoided, must refrain from participating in the discussions and decisions on the matters concerned. 3.1.1.5 INDEPENDENT DIRECTORS Article 4.6 of the Internal Rules provides that the Board of Directors must carry out an annual assessment of the independence of each director with regard to the criteria of the AFEP-MEDEF Code to which it refers, i.e.: On the basis of the declarations prepared by each director in application of the delegated regulation no. (EU) 2019/980 supplementing regulation no. (EU) 2017/1129 called “Prospectus 3,” the Board of Directors has not identified any potential conflict of interest between the duties of the directors with respect to Compagnie Plastic Omnium SE and their private interests and/or other duties. In particular, based on the work of the Appointments Committee, the Board of Directors found that there was no business relationship of any nature between the Plastic Omnium Group and any of its directors, which could lead to conflicts of interest. Criterion 1: Employee or director during the past five years Is not or has not been during the past five years: ● employee or executive director of the Company; ● ● employee, executive director or director of a company consolidated by the Company; employee, executive director or director of the Company’s parent company or of a company consolidated by this parent company. Criterion 2: Cross-directorships Information on service contracts binding members of the administrative bodies No director is bound either to the Company or to its subsidiaries through service contracts providing benefits of any kind. Is not an executive director of a company in which the Company directly or indirectly holds an office of director or in which an employee designated as such or an executive director of the Company (at present or having been at any time in the past five years) holds an office of director. Criterion 3: Significant business relations Stock Exchange ethics Is not a significant customer, supplier, investment banker, corporate banker or adviser: The Board of Directors is aware of the applicable rules on the prevention of insider misconduct, in particular the periods during which trading in securities of the Company is prohibited. It ensures that its Internal Rules and the Stock Exchange Ethics Charter are regularly updated. ● of the Company or its Group; ● or for which the Company or its Group represents a significant part of Based on legal texts, regulations and market recommendations, Compagnie Plastic Omnium SE’s Stock Exchange Ethics Charter reiterates that privileged information must be transmitted and used only strictly within the framework provided for by the law and regulations. its activity. The assessment as to whether or not the relationship with the Company or its Group is significant is discussed by the Board, and the quantitative and qualitative criteria leading to this assessment (continuity, economic dependence, exclusivity, etc.) are explained in the annual report. Privileged information is specific non-public information which, if it were to be made public, could have an appreciable influence on the share price. This privileged information can be of three main types in particular: strategic, linked to the definition and implementation of the Group’s development policy; recurring, linked to the annual calendar for the production and publication of annual and interim financial statements, regular communications or periodic meetings dedicated to financial information; or ad hoc, linked to a given project or financial transaction. Criterion 4: Family ties Does not have close family ties with a director. Criterion 5: Statutory Auditors Has not been Statutory Auditor of the Company during the past five years. Criterion 6: Term of office over twelve years This charter requires the exercise of great caution, where the person with inside information is carrying out financial transactions or is having financial transactions carried out on Plastic Omnium’s securities in the stock exchange and points out that misconduct in this regard is subject to criminal penalties. Directors with permanent insider status are particularly requested not to carry out transactions on the securities of Plastic Omnium during certain periods if they have insider information. The Internal Rules of the Board of Directors mention the obligation for all members of the Board of Directors and all censors of Compagnie Plastic Omnium SE to comply with the terms of the charter. Members are periodically reminded of these obligations by the Company. Has not been a director of the Company for more than twelve years. Loss of status as independent director occurs on the twelfth anniversary of the start of the term of office. Criterion 7: Status of non-executive director A non-executive director cannot be considered independent if he or she receives variable compensation in cash or shares or any compensation linked to the performance of the Company or of the Group. 82 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors Criterion 8: Status of major shareholder relationship of any kind with the Company, its Group or its management that could compromise the exercise of his or her freedom of judgment”. Directors representing major shareholders in the Company or its parent company may be considered as independent providing these shareholders do not participate in the control of the Company. However, above a threshold of 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, systematically reviews the classification as independent, taking account of the composition of the Company’s capital and the existence of any potential conflict of interest. At December 31, 2021, in addition to Laurent Favre and Félicie Burelle, executive directors, the following directors cannot be considered independent: ● Laurent Burelle, Éliane Lemarié, Paul Henry Lemarié and Cécile Moutet are related to at least one of the executive directors; ● Vincent Labruyère and Prof. Dr. Bernd Gottschalk, by virtue of their At its meeting of February 17, 2022, the Board of Directors, on the proposal of the Appointments Committee, examined the independence of the directors at December 31, 2021. On the proposal of this committee, the Board considered, in accordance with the AFEP-MEDEF Code to which the Company refers, that a director is independent when “He or she has no seniority as directors of Compagnie Plastic Omnium SE, which amounts respectively to 19 years and 12 years; ● Amandine Chaffois and Ireneusz Karolak, directors representing the employees, in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code. INDEPENDENCE OF DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA SET FORTH IN SECTION 9 OF THE AFEP-MEDEF CODE Employee director in the previous 3 Significant business relations Status of non- executive Status of major Cross- directorships Statutory Term of office At December 31, 2021 five years Family ties Auditor over 12 years director shareholder Anne Asensio P P P P P P P P P P P P P P P P P P P P Anne-Marie Couderc Lucie Maurel Aubert Alexandre Mérieux Amélie Oudéa-Castéra Laurent Burelle P P P P P P P P P P P P P P P P P P P P V V V P P P P P V V P P P V P P P V P Félicie Burelle Laurent Favre P P P P P P Prof. Dr. Bernd Gottschalk Vincent Labruyère P P P P V V V V P P P P P P P P P P Éliane Lemarié, permanent representative of Burelle SA P P P V V P P P Paul Henry Lemarié Cécile Moutet V P P P P P P P P V P P P Amandine Chaffois N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Ireneusz Karolak Criterion for independence met. V Criterion for independence not met. P At December 31, 2021, five directors out of 13 (excluding directors representing the employees) were considered independent, giving 38% independent directors, in accordance with the provisions of the AFEP-MEDEF Code recommending, for controlled listed companies, a minimum of one-third independent directors, the number of directors representing the employees not being included in establishing the percentage of independent directors. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 83 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 AFEP-MEDEF Code according to which “executive directors must not hold 3.1.1.6 MULTIPLE DIRECTORSHIPS HELD more than two other directorships in listed companies outside their Group, including international companies […]. Directors must not hold more than four other corporate offices in listed companies outside their Group, including international companies.” BY DIRECTORS The number of corporate offices held by directors in companies outside the Group, including international companies, was assessed at February 17, 2022 in accordance with the recommendations of the SUMMARY OF MULTIPLE DIRECTORSHIPS HELD BY MEMBERS OF THE BOARD OF DIRECTORS Number of mandates in listed companies external to the Compliance with the AFEP-MEDEF Code criteria At February 17, 2022 Laurent Burelle Plastic Omnium Group 1 0 1 1 1 1 0 1 1 0 1 0 1 0 0 P P P P P P P P P P P P P P P Laurent Favre Félicie Burelle Anne Asensio Anne-Marie Couderc Prof. Dr. Bernd Gottschalk Vincent Labruyère Paul Henry Lemarié Éliane Lemarié, permanent representative of Burelle SA Lucie Maurel Aubert Alexandre Mérieux Cécile Moutet Amélie Oudéa-Castéra Amandine Chaffois Ireneusz Karolak Frequency, duration and participation in meetings 3.1.2 CONDITIONS FOR THE PREPARATION AND ORGANIZATION The work of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 2 of the Internal Rules of the Board of Directors. OF THE WORK OF THE BOARD OF DIRECTORS The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Rules, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Rules. 3.1.2.1 FUNCTIONING OF THE BOARD OF DIRECTORS In accordance with Article 11 of the bylaws, all directors must own at least 900 shares of the Company. This obligation does not apply to directors representing employees. In fiscal year 2021, the governance of Compagnie Plastic Omnium SE was adapted to ensure the continuation of its various missions in the context of health and movement restrictions. While face-to-face participation in Board meetings is essential, the context of Covid-19 in 2021 was taken into account by increasing the use of digital resources, in particular for the communication of Board and Committee preparation files. Meetings were also held online to enable the Board of Directors to fulfill its duties. The functions of Chairman of the Board of Directors and Chief Executive Officer have been separate since 2020. Laurent Burelle is Chairman of the Board of Directors, Laurent Favre is Chief Executive Officer and Félicie Burelle is Managing Director. The Corporate Secretary assumes the responsibilities of the secretariat of the Board and draws up the minutes of its meetings. The Board of Directors met six times in 2021. A meeting was held on 19 October 2021 at the Sigmatech research and development center in the Rhône-Alpes region, in order to present the Group’s innovations and areas of research to the members of the Board of Directors, in particular in the exterior body parts business. 84 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors Executive sessions Attendance The directors meet at least once a year without the presence of executive directors and family directors, to conduct an overview of the functioning of governance and to assess the performance of the Chief Executive Officer and Managing Director. The Chairwoman of the Appointments Committee chairs this meeting. She informs the members of the Board of Directors of the holding of these meetings and of their main conclusions. An executive session was held on December 10, 2021. The preparation and holding of Board meetings require significant investment and availability on the part of the directors. In 2021, the average attendance rate at Board meetings was 97%. The individual rate at Board and Committee meetings is detailed below. The breakdown of the compensation awarded to the directors, established according to the attendance of each of them at the meetings of the Board and the various committees, is detailed in paragraph 3.2.1 “Compensation in 2021 of directors” of this document. INDIVIDUAL ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS IN 2021 Board of Directors Audit Committee Compensation Committee Number of Attendance Appointments Committee Number of Attendance Number of Attendance Number of Attendance Directors meetings rate 100% 100% 100% 100% 100% 83% meetings rate meetings rate meetings rate Laurent Burelle 6/6 – – – – – – – – – Laurent Favre 6/6 – – – 3 Félicie Burelle 6/6 – – – – 100% – – – Anne Asensio 6/6 – – 2/2 – – – Amandine Chaffois Anne-Marie Couderc Prof. Dr. Bernd Gottschalk(1) Ireneusz Karolak Vincent Labruyère Paul Henry Lemarié 6/6 – – – – 5/6 – – 2/2 1/1 – 100% 100% – 2/2 – 100% 6/6 100% 100% 100% 100% – – – – – – – 6/6 – – 6/6 3/3 – 100% – – – – 6/6 – – – Éliane Lemarié, permanent representative of Burelle SA 6/6 100% – – – – 2/2 100% Lucie Maurel Aubert Alexandre Mérieux Cécile Moutet 6/6 6/6 5/6 5/6 6/6 1/1 100% 100% 83% 3/3 – 100% – 1/1 – – 2/2 – 100% – 100% – – – – – – – 100% – – – – – – Amélie Oudéa-Castéra Jean Burelle(a) Jérôme Gallot(b) 83% 3/3 – – – 100 % 100 % 97% – – – – – – OVERALL ATTENDANCE RATE (a) Director until April 21, 2021 and censor since February 17, 2021. (b) Director until April 21, 2021. (c) Member of the Compensation Committee until April 2021. (d) Member of the Compensation Committee since April 2021. Senior Executive procedures Role of the Chairman of the Board of Directors At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Laurent Burelle has continued as Chairman of the Board of Directors and Laurent Favre is Chief Executive Officer. Laurent Burelle, as Chairman of the Board of Directors, organizes and directs the work of the Board, on which he reports to the General Meeting of Shareholders. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers. At the proposal of the Appointments Committee, Félicie Burelle was appointed Managing Director from January 1, 2020. The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 85 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 opinion, and that principles of good governance apply. In particular, he ensures that the directors are provided with the clear and appropriate information necessary to the performance of their duties in a timely manner. banking agreements; strategic changes related to the Corporate Social Responsibility (CSR) policy. The Chairman, in close collaboration with the Chief Executive Officer, is responsible for banking relations with the Senior Executives of banking institutions. In accordance with the Internal Rules, the directors are required to immediately report to the Chairman and the Board any situation of conflict of interest, even potential, as well as any draft agreement entered into by the Company and to which they are or may be directly or indirectly involved. The Chief Executive Officer regularly informs the Chairman of the progress of the external communication projects that he submits to him for approval. The Board of Directors considers that this organization guarantees the sustainability of the Group’s performance, values and commitments as well as the quality of its governance. The Chairman of the Board chairs Board meetings and prepares its work. As such, he: ● convenes meetings of the Board according to a schedule of meetings communicated to the directors and decides whether to convene the Board at any other time if necessary; Relations between the Board of Directors and Senior Executives ● prepares the agenda, supervises the creation of the Board file and ensures the completeness of the information contained therein; The Senior Executives communicate transparently with the directors and keep them regularly informed of the Company’s operations and its performance. ● ensures that certain topics are discussed by the committees in preparation for Board meetings and ensures that they have the power to make proposals to the Board; The Board has the means to deal freely with issues that concern it, in particular the Company’s strategic orientations, to monitor and ensure their implementation and to control their proper management. ● leads and directs the discussions of the Board; ● The Chairman of the Board of Directors is kept regularly informed by the Chief Executive Officer of significant events in the Group. If necessary he informs members of the Board in between meetings. Only the Chairman is entitled to speak on behalf of the Board. He conducts the work of the Board in order to obtain the support and commitment of the directors for the actions of the Chief Executive Officer and to ensure the development of the Company with complete confidence. ensures that directors comply with the provisions of the Board’s Internal Rules; ● prepares and organizes, in conjunction with the Appointments Committee, the periodic assessment of the Board. The Chairman ensures the proper organization of the General Meetings of Shareholders which he chairs, answers shareholders’ questions and more generally ensures good shareholder relations. The Board of Directors may meet at any time depending on current events. Should the Chairman be unable to attend, he is replaced by the Chief Executive Officer, if the Chief Executive Officer is himself a director, or otherwise by a Managing Director or by another director chosen by the Board at the beginning of the meeting. Directors’ rights and obligations The Internal Rules of the Board of Directors provide that its members are subject to obligations such as to: Relations between the Chairman of the Board of Directors and Senior Executives ● act in the corporate interest; ● inform the Chairman of the Board and the Board of any situation of Taking into account the experience and expertise of Laurent Burelle as well as his in depth knowledge of the Group and automotive industry markets, the Chairman acts in close collaboration with the Chief Executive Officer who, with the support of the Managing Director, is responsible for the management and operational management of the Company. The Board of Directors decided to extend the missions entrusted to the Chairman in 2021. conflict of interest, even a potential one, and refrain from voting on any deliberation for which such a situation of conflict of interest exists; ● perform their duties in compliance with legal provisions, in particular those relating to limits on the number of terms of office, and attend Board and Committee meetings; ● be informed so that they can make a useful contribution to the topics on the agenda; At its meeting of February 17, 2021, the Board of Directors decided on the following distribution of responsibilities: ● consider themselves bound by a true professional secrecy and be bound by an obligation of loyalty; The Chief Executive Officer manages the Company in close collaboration with the Chairman, who sets the strategic direction. ● comply with the Company’s Stock Exchange Ethics Charter, in particular with regard to securities transactions; The Chairman approves the annual budget and the five-year strategic plan, after being regularly informed by the Chief Executive Officer of the progress of its preparation; disposal & acquisition projects with a value of more than €50 million or revenue exceeding €100 million; movements within the Executive Committee; the raising or cancellation of loans and ● inform the Chairman of the Board of Directors without delay of any agreement entered into by the Company in which they are directly or indirectly interested or which has been entered into by an intermediary. 86 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors This assessment shows that the work of the Board is taking place under a presidency conducted with know-how and expertise, allowing effective decision-making and promoting discussion between its members, who benefit from transparent and full information on the Company’s activity. Directors’ information The Chairman of the Board of Directors shall provide the directors with sufficient time to enable them to fully perform their duties. In addition, the Chairman of the Board of Directors constantly communicates to the members of the Board any material information concerning the Company. Each director receives and may request all information necessary for the performance of their duties. For this purpose, the directors may meet with the key executive directors of the Company and the Group as soon as the Chairman of the Board of Directors has been informed in advance. The frequency and duration of Board and Committee meetings are deemed satisfactory. The meetings organized by videoconference during the health crisis took place satisfactorily. The Board was able to make its decisions, having been provided with information in advance. However, the directors noted that remote holding of Board and Committee meetings is a barrier to the conviviality of the meetings. As soon as the health situation made it possible, face-to-face meetings were able to resume, while giving the opportunity to participate in meetings by videoconference to directors who are, exceptionally, unable to travel. At the request of the Chairman of the Board of Directors or a director, an operational director may be invited to any meeting of the Board devoted to the prospects and strategies of their sphere of business. Directors emphasized the quality of information, which is provided in full and is detailed, and which is communicated to them before each meeting of the Board and committees and which promotes the quality of discussions. 3.1.2.2 ASSESSMENT OF THE BOARD OF DIRECTORS’ ORGANIZATION AND FUNCTIONING The Chairman of the Board of Directors participates in organizing the Board’s periodic self-assessment and the reflections on governance matters relating to the Board’s functioning. Directors considered that Board of Directors’ meeting agendas are adapted to the economic situation and cover all subjects. The in-depth presentation of revenue, the automotive market and new technologies allow directors to be immersed in Plastic Omnium’s operational business. Since the summer of 2021, a regular update has been devoted to the impacts of the health crisis and semiconductors on the Company’s operations enabled them to be well informed of the measures taken to deal with it. 3 Once a year, the Board devotes an item on its agenda to the assessment of its functioning in order to: ● improve its effectiveness; ● verify that important issues are properly prepared and discussed within the Board; The directors do not consider it necessary to appoint a Lead Director, in light of the composition and functioning of the Board. This appointment would be of limited interest, as the directors wished to maintain a direct relationship with the Chairman and Senior Executives. ● measure the effective contribution of each member to its work. For this purpose, once a year, the Board of Directors discusses its functioning, and every three years it conducts a formal evaluation carried out by the Appointments Committee, with the assistance of an external consultant where necessary, and in accordance with the recommendations of the AFEP-MEDEF Code. They also believe that the attention paid to conflicts of interest is well managed by the rules in force. They attach particular importance to the annual analysis of the independence of the directors and to the assessment made, since 2020, of agreements relating to ordinary operations and concluded under arm’s length conditions. The shareholders are informed each year in the report on corporate governance, of the performance of the assessment and follow-up measures. The directors representing employees appreciated the training offered to them and their positive and useful contribution to the work of the Board of Directors was unanimously acknowledged. The Appointments Committee meeting of December 11, 2020 initiated a formal assessment of the Board of Directors with the help of an external consultant. This formal assessment was carried out during the first quarter of 2021. All members of the Board of Directors were asked to provide their opinions anonymously. The following areas for improvement were also included: the continued involvement of the Board of Directors in social and environmental responsibility. The extension of the powers of the Appointments Committee, decided in December 2021, in order to extend its skills to the field of CSR, contributes to this area of improvement. In addition, since the summer of 2021, the digitization of Board and Committee documents made available to directors on an electronic platform has contributed to the improvement of the Board’s operations. The conclusions of this formal assessment and the resulting action plan were brought to the attention of the Board of Directors of October 19, 2021. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 87 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 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. 3.1.2.3 RESPONSIBILITIES AND POWERS OF THE BOARD OF DIRECTORS Responsibilities of the Board Powers of the Board of Directors 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. 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. 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. 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. 3.1.3 ACTIVITIES OF THE BOARD OF DIRECTORS Board of Directors 6 97 % 38 % MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE RATE INDEPENDENT ONE EXECUTIVE SESSION 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. In 2021, the Board’s activity mainly focused on the following topics: Group strategic orientations and monitoring of its businesses ● the definition of the new strategic plan; 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 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; The Board is regularly informed of the work of the various committees by their Chairman and takes its decisions based on their recommendations. ● research and innovation; 88 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors ● ● impact of the environmental, social and governance (ESG) criteria on the Group’s strategy; Governance, appointments and compensation ● the proper conduct of the Group’s governance; the Group’s digital ambition and its contribution to the implementation of the strategic plan; ● assessment of its own functioning and its development; ● adoption of the charter relating to the identification and evaluation of related-party agreements and free agreements; ● ● review of the various issues relating to the Group’s industrial activities; monitoring of the impact of the health crisis (Covid-19) on the Group’s business and the measures taken to address it socially, operationally and financially; ● the holding of shares by directors and changes in compensation rules; ● the compensation of executive directors and the performance share plan; ● ● the impact of the semiconductor shortage and the measures taken to address it; ● preparation of the Combined General Meeting; the integration of the Group’s commitments in terms of Sustainable Development, with regard to the challenges specific to its activities and its objectives; ● the process of selecting the Statutory Auditors with a view to appointing a replacement for Mazars, whose term of office expires at the close of the General Meeting of Shareholders of April 21, 2022. Investments and asset sales 3.1.4 ACTIVITY OF THE BOARD ● monitoring the acquisitions, their consolidation into the Group, the synergies developed, the implementation of the business plan and the value created for the Plastic Omnium Group; 3 OF DIRECTORS’ COMMITTEES ● progress reports on ongoing projects; Discussions and decisions of the Board of Directors are assisted by the work of its specialized committees which report to it after each of their meetings. The details of the missions of each committee are given in the Internal Rules of the Board of Directors. Finance, audit and risks ● the approval of the parent company and consolidated financial statements, the proposed appropriation of net income and draft press releases; The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors. A committee may not on its own initiative deal with matters outside the framework of its own responsibilities. Committees do not have decision-making power. ● approval of management planning documents; ● approval of the budget and medium-term business plan; ● analysis of the Group’s annual risk review; ● the renewal of the annual authorizations granted to the Chief Executive Officer to issue bonds and to issue sureties, endorsements and guarantees; ● analysis of financial studies and analysts’ notes; The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors. ● the statement of asset impairments made in 2021; ● analyses of current agreements entered into during the year or in previous years but which remained in force during the fiscal year; To carry out their work, after having informed the Chairman of the Board of Directors and subject to reporting to the Board of Directors, the committees may hear any responsible person within the Group and/or request technical studies on subjects falling within their areas of responsibility, at the expense of the Company. In the event of recourse by the committees to the services of external consultants, the committees must ensure the objectivity of the consultant concerned. ● analysis of related-party agreements entered into and authorized during the fiscal year or during previous fiscal years but which continued to be executed during the last fiscal year, or whose execution has not yet taken place at the time of the review; ● the reclassification or downgrading of any related-party agreement to a regulated agreement or a current agreement, as the case may be, in view of the qualification criteria defined by law, case law and professional organizations and used by the Group; Three committees support the Board of Directors: the Audit Committee, the Appointments Committee and the Compensation Committee. Secretarial services for Board committees are provided by the Corporate Secretary. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 89 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 AUDIT COMMITTEE Chairman Vincent Labruyère Audit Committee 3 100 % 2 1 67 % MEETINGS OF THE AUDIT COMMITTEE ATTENDANCE RATE WOMEN MAN INDEPENDENT The Audit Committee is composed of three members. Vincent Labruyère, Lucie Maurel Aubert and Amélie Oudéa-Castéra. The Audit Committee met three times during the fiscal year 2021 with an overall participation rate of 100%. The Statutory Auditors attended all meetings, as did the Group's Finance Department. ● review of the audit plan and the outcome of the verification carried out, Principal missions their recommendations as well as the action taken as part of the The principal missions of the Audit Committee are: statutory audit; ● monitoring the basis of preparation for the Group’s financial information; ● implementation of the regular assessment procedure for current agreements entered into under normal conditions; ● monitoring the legal audit of the annual financial statements and consolidated financial statements by the Statutory Auditors; ● review of the methods used and the results of asset impairment tests carried out in 2021; ● reviewing the Statutory Auditors’ audit plans and engagement program and the outcome of their verifications; ● review of the audits carried out by the Statutory Auditors with regard to social, environmental and societal information; ● monitoring the independence of the Statutory Auditors; ● monitoring of the internal audit activity, the committee having concluded that internal audit has carried out a detailed review of the key processes with exacting criteria; ● monitoring the efficacy of the internal control and risk systems; ● monitoring the Group’s major exposures and sensitivity to risks; ● study of the risk mapping and associated action plans, in particular the risk related to industrial security and the launch of programs as well as environmental and IT risks, including cybersecurity and the review of ● warning the Chairman of the Board in the event of detection of a major risk, which, according to him, has not been treated appropriately; the security system deployed within the Group; ● reviewing the program and objectives of the Internal Audit Department, as well as the methods and procedures of the internal control systems used; ● reviewing of significant off-balance sheet commitments, risk factors and risk mapping, the committee having concluded that risk management is controlled and assumed at the operational level and the level of central departments; ● reviewing the scope of consolidation and reasons why some companies would not be included; ● ● review of the deployment of the anti-corruption compliance program; ● reviewing matters likely to have a significant impact on the Group’s financial situation. review of the actions undertaken regarding compliance with the GDPR regulations; Main activities in 2021 ● ● review of the report of the Board of Directors on corporate governance; The activities of the Audit Committee focused on the following topics: information on legal risks and potential disputes and major facts that are likely to have a significant impact on the financial position of the Plastic Omnium Group; ● approval of the 2020 statutory and consolidated financial statements; ● review of interim statutory and consolidated financial statements at ● review of the process for selecting the Statutory Auditors with a view to replacing Mazars whose term of office expires at the close of the General Meeting of Shareholders of April 21, 2022. June 30, 2021; ● review of Statutory Auditors’ reports; ● estimates and forecasts at 2021 year-end; 90 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors COMPENSATION COMMITTEE Chairwoman Anne-Marie Couderc Compensation Committee 2 100 % 2 1 100 % MEETINGS OF THE ATTENDANCE RATE WOMEN MAN INDEPENDENT COMPENSATION COMMITTEE The Compensation Committee is composed of three members: Anne-Marie Couderc, Anne Asensio and Alexandre Mérieux. The Compensation Committee met two times in fiscal year 2021 with an overall participation rate of 100%. 3 ● analyzing and proposing performance share allocation plans for Principal missions 2020 and 2021; ● drafting proposals for the compensation of executive directors and conditions for the grant thereof; ● analyzing and considering the structure of the executive directors’ annual variable compensation and the targets for 2022; ● ● proposals relating to the pension and insurance plans; ● preparing the draft resolutions presented to the General Meeting of Shareholders of April 22, 2021 (ex-ante vote on the compensation policy for 2021 and ex-post vote on the components of compensation paid to executive directors in respect of 2020) and presentation of compensation ratios; fixing the overall amount of the compensation of directors to be submitted to the General Meeting and the distribution method; ● determining the incentive plan policy, mainly including plans for the allocation of performance shares. ● ● retirement of managers: review of the situation of each executive director and proposal for a new supplementary pension plan based on Article L. 137-11-2 of the French Commercial Code and applicable to executive directors; Main activities in 2021 ● reviewing the fixed compensation and variable components of executive directors and recommendations to the Board; distributing the amount allocated to the directors as compensation for their activity on the Board of Directors and its committees, in application of the rules set on its recommendation. ● analyzing the performance of executive directors in 2020 and communicating to the Board the recommendation of an annual variable compensation for 2020; ● analyzing the performance of executive directors in 2021 in the context of the health crisis and communicating to the Board the recommendation of an annual variable compensation for 2021; PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 91 CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors 3 APPOINTMENTS COMMITTEE Chairwoman Anne-Marie Couderc Appointments Committee 2 100 % 3 67 % APPOINTMENTS ATTENDANCE RATE WOMEN INDEPENDENT COMMITTEE MEETINGS The Appointments Committee is composed of three members: Anne-Marie Couderc, Éliane Lemarié and Lucie Maurel Aubert. The Appointments Committee met twice in fiscal year 2021 with an overall participation rate of 100%. ● proposal to renew the terms of office of Laurent Burelle, Laurent Favre, Principal missions Éliane Lemarié, Anne-Marie Couderc, Lucie Maurel Aubert, Prof. Dr. Bernd Gottschalk, Paul Henry Lemarié, and Alexandre Mérieux; these renewals having been approved by the General Meeting of ● consideration and recommendations to the Board regarding procedures for the exercise of powers by Senior Executives; Shareholders of April 22, 2021; ● opinion on the proposal of the Chief Executive Officer for the appointment of Managing Directors; ● proposal to appoint Jean Burelle as censor in accordance with the bylaws; ● recommendation for new directors to the Board; ● proposal not to appoint a new director to replace Jérôme Gallot, who ● examination of the qualification of independent directors, reviewed by the Board of Directors every year; did not wish to be reappointed as director at the end of the General Meeting of Shareholders of April 22, 2021. ● ● ● verification of the proper application of the Corporate Governance Code referred to by the Company; ● reflection on the composition of the Board Committees and proposals for changes with effect from the 2022 General Meeting of Shareholders, in order to comply with the recommendations of the AFEP-MEDEF Code; discussion on issues pertaining to the governance related to the working and organization of the Board; preparation of succession plans for executive directors in the event of unforeseen vacancies. ● ● review of the status of each director with regard to conflict of interest obligations; review of the independence of each director with respect to the criteria listed in the AFEP-MEDEF Code; Main activities in 2021 ● examination of the succession plans for executive directors with a view to ensuring the continuity of Senior Executives’ work; ● ● review of the report of the Board of Directors on corporate governance; determination of the methods for the Board of Director’s annual assessment. ● proposal to execute the responsibilities of the Chief Executive Officer and the Chairman of the Board of Directors; 92 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS 3.2.1.1 COMPENSATION PAID OR AWARDED TO DIRECTORS AND THE CENSOR DURING FISCAL YEAR 2021 3.2.1 COMPENSATION IN 2021 OF DIRECTORS A total amount of €779,315, within the limits of the budget of The information in this paragraph relating to the compensation of the directors of Compagnie Plastic Omnium SE (directors and executive directors), required by Articles L. 22-10-9 and L. 22-10-34 II and III of the French Commercial Code, is submitted for approval to the General Meeting of Shareholders of April 21, 2022. €790,000 approved by the General Meeting of Shareholders of April 22, 2021, was distributed to directors and the censor in respect of fiscal year 2021, for a total of six Board meetings and seven Committee meetings. The attendance rate at meetings for 2021 was 97% for the Board of Directors, 100% for the Audit Committee, 100% for the Compensation Committee and 100% for the Appointments Committee. 3 AMOUNT OF COMPENSATION PAID (in euros) 2021 Fiscal year (Six Board meetings and 2020 Fiscal year (Six Board meetings and Directors seven Committee meetings) seven Committee meetings) Laurent Burelle 57,254 44,054 44,054 50,054 51,911 47,054 55,454 44,054 50,054 59,054 47,054 36,711 53,054 44,054 44,054 - 51,491 Laurent Favre 40,270 Félicie Burelle 40,270 Anne Asensio 46,271 Anne-Marie Couderc Prof. Dr. Bernd Gottschalk Vincent Labruyère Paul Henry Lemarié Éliane Lemarié, permanent representative of Burelle SA Lucie Maurel Aubert Alexandre Mérieux Cécile Moutet 55,471 46,271 51,671 40,270 46,271 55,271 33,559 33,559 Amélie Oudéa-Castéra Amandine Chaffois Ireneusz Karolak 46,271 40,270 40,270 Jean Burelle 40,270 Jérôme Gallot 7,342 40,270 SUB-TOTAL 735,261 747,996 * Director until April 22, 2021 Censor Jean Burelle TOTAL 44,054 - 779,315 747,996 * Censor since February 17, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 93 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 3.2.1.2.2 Variable compensation 3.2.1.2 COMPENSATION PAID OR AWARDED TO EXECUTIVE DIRECTORS IN RESPECT OF FISCAL YEAR 2021 It should be noted that Laurent Burelle, Chairman of the Board of Directors, does not receive any variable compensation for his duties. This report, prepared by the Board of Directors, upon the proposal of the Compensation Committee, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, presents the total compensation and all benefits in kind paid during 2021 to executive directors. It describes and distinguishes between the fixed, variable and exceptional elements that make up that compensation and those benefits as well as the criteria used to calculate them or the circumstances giving rise to them. Variable compensation of Laurent Favre in respect of 2021 The base amount of the annual variable compensation of Laurent Favre amounts to €1,000,000 if the targets are achieved at 100%. It can vary between 80% and 120% of this amount, depending on the achievement of the targets set by the Board of Directors. The variable compensation can thus vary between €800,000 if the criteria are 80% achieved and €1,200,000 euros if the criteria are 120% achieved. The Board assesses the performance in relation to three financial criteria (free cash-flow, net profit (loss) attributable to owners of the parent company and operating margin), each weighted at 20% of the total. A further 20% relates to performance in executing the strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy. Lastly, the “ESG” criteria is also weighted at 20%, and includes the definition of a carbon neutrality strategy for the Group, the compliance policy, safety and diversity within the Plastic Omnium Group. In accordance with the provisions of the AFEP-MEDEF Code, compensation paid to executive directors is defined by the Board of Directors based on the proposal of the Compensation Committee. It is presented at the Annual General Meeting of Shareholders and subject to a binding vote in accordance with Articles 22-10-8 and L. 22-10-34 of the French Commercial Code. The compensation policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, it proposes a compensation policy in line with the corporate interest and the practices of comparable international groups for similar positions based on 120 companies. a benchmark including CAC 40 and SBF The quantifiable part of the criteria therefore represents 60% and the qualitative part 40%. The trigger threshold of 80% is assessed for each of the criteria; below this threshold, the criterion is not met and the corresponding share of compensation is not awarded. If achievement of a criterion is assessed at above 120%, the criterion weighting remains 120%. Outperformance on one criterion is not transferable to another criterion. Thus, in total, the variable compensation cannot exceed 120% of the amount set at €1,000,000 for the Chief Executive Officer in 2021. In accordance with the recommendations of Article 25.2 of the AFEP-MEDEF Code, the Chairman of the Board of Directors, who is a non-executive director, does not receive any variable compensation linked to the Company’s performance. The compensation of other executive directors includes: ● a fixed annual compensation; At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● a variable portion balanced in relation to total compensation, the ● purpose of which is to reflect the personal contribution of the executive director to the development of the Group and the improvement of its results; noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%; net profit (loss) (attributable to owners of the parent company): 100%; ● ● a long-term incentive portion subject to performance conditions. decided that the achievement rate for each of the qualitative criteria significantly exceeded the Board's expectations. Strict performance criteria are set for both the variable portion and the long-term incentive portion and maintain a link between the Group’s performance and executive compensation, thus contributing to the Company’s strategy and sustainability. Consequently, the overall rate of achievement of the criteria used to determine Laurent Favre’s variable compensation is 120%. The amount of the variable portion for fiscal year 2021 is therefore €1,200,000. It will only be paid to Laurent Favre if the shareholders vote in favor at the General Meeting of Shareholders of April 21, 2022. The compensation policies applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director, from 2022, are discussed in section 3.2.2. Variable compensation of Félicie Burelle in respect of 2021 The base amount of the annual variable compensation of Félicie Burelle amounts to €500,000 if the targets are fully achieved. It can vary between 80% and 120% of this amount, depending on the achievement of the targets set by the Board of Directors. The variable compensation can thus vary between €400,000 if the criteria are 80% achieved and €600,000 euros if the criteria are 120% achieved. 3.2.1.2.1 Fixed compensation In respect of fiscal year 2021 Laurent Burelle, Chairman of the Board of Directors, received an annual fixed compensation of €950,000. The annual fixed compensation of Laurent Favre, Chief Executive Officer, amounted to €900,760 for fiscal year 2021. In addition to this annual fixed compensation, an annual benefit in kind is valued at €12,726. The Board assesses the performance in relation to three financial criteria (free cash-flow, net profit (loss) attributable to owners of the parent company and operating margin), each weighted at 20% of the total. A further 20% relates to performance in executing the strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy. Lastly, the “ESG” criteria is also weighted at 20%, and includes the definition of a carbon neutrality strategy for the Group, the compliance policy, safety and diversity within the Plastic Omnium Group. The annual fixed compensation of Félicie Burelle, Managing Director, amounted to €500,760 for the period in question, plus an annual benefit in kind valued at an amount of €11,814. 94 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors The quantifiable part of the criteria represents 60% and the qualitative part 40%. The trigger threshold of 80% is assessed for each of the criteria; below this threshold, the criterion is not met and the corresponding share of compensation is not awarded. If achievement of a criterion is assessed at above 120%, the criterion weighting remains 120%. Outperformance on one criterion is not transferable to another criterion. Thus, in total, the variable compensation cannot exceed 120% of the amount set at €500,000 for the Managing Director in 2021. 3.2.1.2.4 Pension plan Burelle SA and Plastic Omnium Gestion, a subsidiary of Compagnie Plastic Omnium SE, have set up supplementary pension plans for some of their employees and executive directors. Plans implemented in December 2003 These are defined-benefit plans (Article 39 of the French General Tax Code), the rights of which are subject to the completion of the career of each participant in the Group. These plans fall under Article L. 137-11 of the French Social Security Code and have been declared to the URSSAF under the option Tax at 24% on contributions to the insurance contract. At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%, net profit (loss) (attributable to owners of the parent company): 100%; In accordance with the provisions of Order No. 2019-697 of July 3, 2019, these plans were closed to new members as of July 4, 2019 and frozen from January 1, 2020. They were amended in November 2021 with the introduction of the new plans under Article L. 137-11-2 of the French Social Security Code described below. ● decided that the achievement rate for each of the qualitative criteria significantly exceeded the Board's expectations. Consequently, the overall rate of achievement of the criteria used to determine the variable compensation of Félicie Burelle is 120%. Plans implemented in December 2021 The amount of the variable portion for fiscal year 2021 is therefore €600,000. It will only be paid to Félicie Burelle subject to the favorable vote of the shareholders at the General Meeting of Shareholders of April 21, 2022. 3 Following the closure and freezing of the defined-benefit plans described above (Article L. 137-11), defined-benefit pension plans were put in place by Burelle SA and Plastic Omnium Gestion at the end of 2021 with a retroactive effective date of January 1, 2020. These pension plans, which fall under the certain rights regimes, in which pension rights are not conditional upon the completion of the employee's career with the Group, are covered by Article L. 137-11-2 of the French Social Security Code. 3.2.1.2.3 Incentive compensation The Compensation Committee, in accordance with the recommendations of the AFEP-MEDEF Code, which aim to ensure the long-term action of senior managers, has recommended to the Board of Directors that incentive compensation awarded to the executive directors should be subject to strict performance conditions comparable to those of other beneficiaries. The beneficiaries of these plans are employees of Burelle SA and Plastic Omnium Gestion whose employment corresponds to coefficient 940 of the National Collective Agreement for the Plastics Industry, subject to being under the age of 60 on January 1, 2020 and being more than two years from the minimum retirement age for social security pensions referred to in Article L. 161-17-2 of the French Social Security Code (i.e., as at this date, 62 years old). directors may benefit from this supplementary pension plan provided they comply with the provisions of Articles L. 22-10-8 and R. 22-10-14, II of the French Commercial Code. Performance shares with respect to 2021 Laurent Burelle was not granted any performance shares in respect of 2021 in accordance with the compensation policy which stipulates that the compensation of the Chairman of the Board of Directors does not include any variable compensation or any long-term incentive scheme. For directors and employees whose compensation, within the meaning of Article L. 242-1 of the French Social Security Code, is greater than eight times the amount of the social security ceiling, the acquisition of annual rights is subject to compliance with performance conditions as defined in the regulations of the said plan. On the recommendation of the Compensation Committee, the Board of Directors decided to award 29,537 performance shares to Laurent Favre with respect to fiscal year 2021. On the recommendation of the Compensation Committee, the Board of Directors decided to award 16,410 performance shares to Félicie Burelle with respect to fiscal year 2021. The plans are fully funded by Burelle SA and Plastic Omnium Gestion, which took out an insurance policy on December 1, 2021, meeting the requirements of securing, on the one hand, rights currently vesting, and on the other hand, annuities paid out, under European Union law. The performance share for 2021 is valued at €28 at its grant date. The detailed characteristics and performance conditions of this performance share plan are set out in section 3.2.3. The main features of these two plans are presented in the table below. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 95 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 Recommendations of the AFEP-MEDEF Code 2003 Plan 2021 Plan Under the defined-benefit plan with Under the new defined-benefit plan with uncertain rights L. 137-11 certain rights L. 137-11-2 Required length of service 7 years 3 years At least 2 years Actual length of service of executive directors: Laurent Burelle Laurent Favre Félicie Burelle 46 years 13 years N/A 2 years 2 years Average of total annual compensation for the 5 years prior to retirement Reference compensation Annual compensation 1% Several years 5% maximum Annuity guarantee (as a % of reference compensation) 1%* 10% of the reference compensation, or 8 times the Social Security ceiling Ceilings 13% of the reference compensation Outsourced 45% of compensation Rights financing conditions Outsourced Estimated amount of the annuity which would be paid to the executive directors: Laurent Burelle 329,088 Not eligible Not eligible 34,200 Laurent Favre Félicie Burelle 36,744 19,000 Reversion annuity Related tax and social charges Spouse, yes 60% Taxes on contributions 24% Spouse, yes 60% Taxes 29.7% * This rate may be revised depending on the economic situation of the company and will be 0% if free cash-flow and net profit (loss) – Group share are negative. ** For Plan L. 137-11, the rights under the defined-benefit plan are “uncertain” to the extent they are subject to the beneficiary’s employment within the Group at the time of the liquidation of his or her pension under a legally compulsory old-age insurance scheme. The cumulative benefits under the two plans may not exceed the more favorable ceiling. 3.2.1.2.5 Employment contract, specific pensions, end-of-service indemnities and non-competition clause Employment Supplementary pension Compensation or benefits due or likely to be due Indemnities non-competition contract plans for loss or change of office Laurent Burelle Chairman of the Board of Directors No Suspended Suspended See above See above See above No No No No No No Laurent Favre Chief Executive Officer Félicie Burelle Managing Director It should be noted that there is no system of paying an arrival/departure bonus to executive directors in the Plastic Omnium Group. 96 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2.1.2.6 Summary of the compensation of each executive director 2021 Amounts due in respect of 2021 2020 Amounts due in respect of 2020 Amounts paid in 2021 Amounts paid in 2020 In euros Laurent Burelle Chairman of the Board of Directors Fixed compensation 950,000 950,000 1,950,000 1,875,000 2,598,337 0 Annual variable compensation Exceptional compensation Director’s compensation Benefits in kind (accounting valuation) TOTAL – - – 0 57,254 – 0 57,254 – 0 51,491 – 51,491 – 1,007,254 1,007,254 2,001,491 4,524,828 Laurent Favre Chief Executive Officer Fixed compensation 900,760 900,760 783,000(1) 900,000 783,000 400,000 40,270 – 865,385 0 3 Annual variable compensation Joining compensation (equalization payment)(2) 1,200,000 - - 400,000 40,270 100,000 22,512 34,276 13,057 1,475,500 Director’s compensation 44,054 44,054 Variable salary compensation (fiscal year 2020)(3) Signing bonus and relocation assistance Payment of rents during the transition period Benefits in kind (accounting valuation) TOTAL – - - - - - 22,512 34,276 13,057 2,193,115 12,726 2,157,540 12,726 1,740,540 Félicie Burelle Managing Director Fixed compensation 500,760 600,000 44,054 – 500,760 250,000(1) 44,054 - 500,000 250,000 40,270 – 481,519 0 Annual variable compensation Director’s compensation 40,270 150,000 11,814 683,603 Variable salary compensation (fiscal year 2020)(3) Benefits in kind (accounting valuation) TOTAL 11,814 1,156,628 11,814 806,628 11,814 802,084 (1) Variable compensation due in respect of fiscal year 2020 and paid in 2021 (2) Compensation granted to a new executive director from a company outside the Group (3) Salary compensation due in respect of their employee duties prior to their corporate office. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 97 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 3.2.1.2.7 Summary of compensation, options and shares granted to each executive director In euros 2021 2020 Laurent Burelle Chairman of the Board of Directors Compensation due in respect of the year (see details in the table above) Value of stock options awarded during the year Value of performance shares awarded during the year Valuation of other long-term compensation plans TOTAL 1,007,254 2,001,491 0 0 0 0 0 0 1,007,254 2,001,491 Laurent Favre Chief Executive Officer Compensation due in respect of the year (see details in the table above) Value of stock options awarded during the year Value of performance shares awarded during the year Valuation of other long-term compensation plans TOTAL 2,157,540 2,193,115 0 827,036 0 0 400,000 0 2,984,576 2,593,115 Félicie Burelle Managing Director Compensation due in respect of the year (see details in the table above) Value of stock options awarded during the year Value of performance shares awarded during the year Valuation of other long-term compensation plans TOTAL 1,156,628 802,084 0 459,480 0 0 250,000 0 1,616,108 1,052,084 98 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2.1.2.8 Components of the compensation paid during fiscal year 2021 or granted for the same fiscal year to each executive director of the Company, submitted to the vote of the shareholders In accordance with Article L. 22-10-34 II of the French Commercial Code, the General Meeting of Shareholders of April 21, 2022 will decide on the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or granted during the course of fiscal year 2021 to Laurent Burelle, Chairman of the Board of Directors, Laurent Favre, Chief Executive Officer and Félicie Burelle, Managing Director. The variable or exceptional elements of compensation granted for fiscal year 2021 may only be paid after the General Meeting of Shareholders approves the components of compensation of the executive director concerned. COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO LAURENT BURELLE, CHAIRMAN OF THE BOARD OF DIRECTORS Amounts granted in fiscal year 2021 Amounts granted with respect to fiscal year 2021 Components of compensation Comments Fixed compensation €950,000 €950,000 The annual fixed compensation of Laurent Burelle amounts to €950,000 from January 1, 2021. Annual variable compensation Multi-year variable compensation Exceptional compensation Director’s compensation 0 0 Laurent Burelle does not receive any annual variable compensation. 3 0 0 Laurent Burelle does not receive any multi-year variable compensation. 0 0 Laurent Burelle does not receive any exceptional compensation. €57,254 0 €57,254 0 Laurent Burelle received compensation of €57,254 as a director. Grant of stock options, performance shares or other long-term compensation Laurent Burelle does not receive any stock options, performance shares or other long-term compensation. Joining or severance compensation Supplementary pension plans 0 0 0 0 Laurent Burelle does not receive any joining or severance compensation. In addition to the pension rights in the mandatory plan, Laurent Burelle benefits from the supplementary pension plan provided by Burelle SA (Compagnie Plastic Omnium SE’s parent company). Benefits in kind 0 0 N/A PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 99 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO LAURENT FAVRE, CHIEF EXECUTIVE OFFICER Amounts granted in fiscal year 2021 Amounts granted with respect to fiscal year 2021 Components of compensation Comments Fixed compensation €900,760 €900,760 The annual fixed compensation of Laurent Favre amounts to €900,760 from January 1, 2021. Annual variable compensation €783,000 €1,200,000 During the meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee, determined and approved the amount of the variable compensation (quantifiable and qualitative parts) of Laurent Favre with respect to fiscal year 2021 at (variable compensation awarded in respect of fiscal year 2020) €1,200,000. The Board of Directors, on the recommendation of the Compensation Committee, had decided to define the methods for calculating his variable compensation as follows: ● weighting of 60% for the quantifiable part and 40% for the qualitative part; variable portion target for 2021 (in the event ● of the achievement of the objectives set by the Board of Directors) set at €1,000,000. In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2021 was determined as follows: For the quantifiable part (60%), the parameters used are, for one-third, the change in the operating margin compared to budget, for one-third, the achievement of a level of net profit (loss) attributable to owners of the parent company, and for one third, the achievement of a level of free cash-flow compared to the targets set by the Board of Directors (i.e. 20% of the total for each criterion). For the qualitative part (40%), the parameters used were as follows: for half of the qualitative criteria, performance in executing strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy; and for the other half of the qualitative criteria, corporate social responsibility, including the definition of a carbon neutrality strategy, the compliance policy, safety and diversity within the Plastic Omnium Group (i.e. 20% of the total for each criterion). At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%, net profit (loss) attributable to owners of the parent company: 100%; ● decided that the achievement rate for each for the qualitative criteria significantly exceeded the expectations and targets. Total overall achievement rate of criteria used to determine the amounts: 120%. The amount of the variable portion for 2021 is therefore €1,200,000. It will only be paid to Laurent Favre if the shareholders vote in favor at the General Meeting of Shareholders of April 21, 2022. Multi-year variable compensation None None Laurent Favre does not receive any multi-year compensation. 100 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors Amounts granted in fiscal year 2021 Amounts granted with respect to fiscal year 2021 Components of compensation Comments Joining or severance compensation None None Laurent Favre does not receive any joining or severance compensation. Director’s compensation €44,054 €44,054 Laurent Favre received compensation of €44,054 for his directorship with respect to fiscal year 2021. Exceptional compensation None None None Laurent Favre does not receive any exceptional compensation. Grant of stock options, performance shares or other long-term compensation Valuation: €827,036 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, for 25% on the ROCE, for 25% on the average rate of growth in consolidated revenue, and for 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 would be 2021. The Board of Directors defined a threshold for each of these criteria, below which no shares would be vested with respect to each of these criteria. These thresholds are not publicly disclosed for confidentiality reasons. 3 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 fiscal year 2021 (value calculated on the award date). Supplementary pension plans Benefits in kind 0 €34,200 In addition to mandatory pension rights, Laurent Favre benefits from the new Compagnie Plastic Omnium SE plan with certain rights. Valuation: €12,726 Valuation: €12,726 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. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 101 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO FÉLICIE BURELLE, MANAGING DIRECTOR Amounts granted in fiscal year 2021 Amounts granted with respect to fiscal year 2021 Components of compensation Comments Fixed compensation €500,760 €500,460 The annual fixed compensation of Félicie Burelle amounts to €500,760 from January 1, 2021. Annual variable compensation €250,000 €600,000 During the meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee, determined and approved the amount of the variable compensation (quantifiable and qualitative parts) of Félicie Burelle with respect to fiscal year 2021 at €600,000. The Board of Directors, on the recommendation of the Compensation Committee, had decided to define the methods for calculating her variable compensation as follows: (variable compensation awarded in respect of fiscal year 2020) ● weighting of 60% for the quantifiable part and 40% for the qualitative part; variable portion target for 2021 (in the event the ● achievement of the objectives set by the Board of Directors) set at €500,000. In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2021 was determined as follows: For the quantifiable part (60%), the parameters used are, for one-third, the change in the operating margin compared to budget, for one-third, the achievement of a level of net profit (loss) attributable to owners of the parent company, and for one third, the achievement of a level of free cash-flow compared to the targets set by the Board of Directors (i.e. 20% of the total for each criterion). For the qualitative part (40%), the parameters used were as follows: for half of the qualitative criteria, performance in executing strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy; and for the other half of the qualitative criteria, corporate social responsibility, including the definition of a carbon neutrality strategy, the compliance policy, safety and diversity within the Plastic Omnium Group (i.e. 20% of the total for each criterion). At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%, net profit (loss) attributable to owners of the parent company: 100%; ● decided that the achievement rate for each of the qualitative criteria significantly exceeded the expectations and targets. Total overall achievement rate of criteria used to determine the amounts: 120%. The amount of the variable portion for 2021 is therefore €600,000, which will only be paid to Félicie Burelle if the shareholders vote in favor at the General Meeting of Shareholders of April 21, 2022. Multi-year variable compensation None None Félicie Burelle does not receive any multi-year compensation. 102 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors Amounts granted in fiscal year 2021 Amounts granted with respect to fiscal year 2021 Components of compensation Comments Joining or severance compensation None None Félicie Burelle does not receive any joining or severance compensation. Director’s compensation €44,054 €44,054 Félicie Burelle was paid €44,054 as compensation for her office as director in respect of the 2021 fiscal year. Exceptional compensation None None None Félicie Burelle does not receive any exceptional compensation. Grant of stock options, performance shares or other long-term compensation Valuation: €459,480 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, for 25% on the ROCE, for 25% on the average rate of growth in consolidated revenue, and for 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 would 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. 3 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 Félicie Burelle would receive a performance share award capped at €500,000 gross in respect of 2021 (value calculated on the award date). Supplementary pension plans Benefits in kind 0 €19,000 In addition to the mandatory pension rights, Félicie Burelle benefits from Compagnie Plastic Omnium SE’s supplementary defined-benefit pension plan and the new plan with certain rights. Valuation: €11,814 Valuation: €11,814 Félicie Burelle has a company car. Félicie Burelle 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. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 103 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 Methodology for calculating the ratio The ratios were calculated using the following methodology: 3.2.1.2.9 Compensation of executive directors in relation to the average and median compensation of employees of the Plastic Omnium Group in France ● scope of legal entities in France, excluding companies in the Environment Division sold in 2018 and excluding companies whose Truck Division was sold in 2017; In accordance with Article L. 22-10-9 of the French Commercial Code, the following table presents changes, starting in 2017, in the fairness ratio between the compensation paid to executive directors and the average and median compensation paid to Plastic Omnium employees in France. ● fixed and variable compensation paid during the year in question; ● stock options and performance shares recognized at IFRS value at the grant date (2017, 2019, 2020 and 2021 plans); The ratios are usually compared to the Group’s performance. However, the impact of the Covid-19 health crisis on the Group’s performance makes the change in the fairness ratio difficult to compare. ● all full-time employees in France on fixed-term or permanent contracts, excluding work-study students, interns, trainees, temporary staff, expatriates and part-time employees due to their low representativeness; The payroll taken into account increased by 1.9% during the same period of comparison. 2021 was an exceptional year due to the health crisis. In particular, there was a significant decrease in employee savings items linked to performance in 2020. The average compensation of employees located in France and taken into account to produce this fairness ratio rose from 57,963 in 2017 to 59,256 in 2021, an increase of 2.3%. ● takes into account the total gross amount of compensation paid during the fiscal year reconstructed as reference year; a full-time equivalent over the ● ● takes into account, for each fiscal year concerned, employees present throughout the year; for periods of partial employment and for temporary salary reductions, the salary is recalculated. It should be noted that Laurent Favre and Félicie Burelle have been directors since January 1, 2020. Laurent Burelle was Chairman and CEO of Compagnie Plastic Omnium SE until December 31, 2019, and has been Chairman of the Board of Directors since January 1, 2020. CHANGE IN THE EQUITY RATIO BETWEEN THE LEVEL OF COMPENSATION OF EXECUTIVE DIRECTORS AND THE AVERAGE AND MEDIAN COMPENSATION OF EMPLOYEES LOCATED IN FRANCE PAID BY THE PLASTIC OMNIUM GROUP Equity ratio 2017 2018 2019 2020 33.3 43.1 31.4 40.7 16.1 20.8 2021 17 Laurent Burelle Chairman of the Board of Directors Individual compensation/ Average compensation of other employees 67.8 68.7 60.6 Individual compensation/ Median compensation of other employees 89.2 89.2 81 21.9 43.3 55.8 21.4 27.5 Laurent Favre Chief Executive Officer Individual compensation/ Average compensation of other employees - - - - - - - - - - - - Individual compensation/ Median compensation of other employees Félicie Burelle Managing Director Individual compensation/ Average compensation of other employees Individual compensation/ Median compensation of other employees CHANGE IN THE PLASTIC OMNIUM GROUP’S CONSOLIDATED NET PROFIT (LOSS) BETWEEN 2017 AND 2021 (IN MILLIONS OF EUROS) The Group reports below the indicators usually monitored and which were strongly impacted by the current context. 2017 425.2 +36% 2018 533.3 +25% 2019 258.2 -51% 2020 -251.1 -197% 2021 126.3 +150 Net profit (loss) – Group share Change 104 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2.2 DIRECTORS COMPENSATION POLICY The compensation policies for directors below (executive directors and directors) will be submitted for approval to the Combined General Meeting of Shareholders to be held on April 21, 2022, in accordance with Article L. 22-10-8 of the French Commercial Code. On the recommendation of the Compensation Committee, the Board of Directors approved the rules for distributing this annual budget according to an individual compensation distribution system based on attendance by 3.2.2.1 COMPENSATION POLICY FOR THE DIRECTORS directors and the non-voting director, within at meetings of the Board of AND CENSOR Directors and those of its committees, in accordance with Article 21.1 of Upon a proposal from the Board of Directors, the General Meeting of the AFEP-MEDEF Code. The distribution rules are set out below. Shareholders sets the overall budget amount for the annual compensation of directors for their work on the Board of Directors and the committees, to be distributed to each director. The Board of Directors decided to increase the overall amount of compensation allocated to the directors to €900,000, as of January 1, 2022. In its meeting on February 17, 2022, the Board of Directors defined the compensation distribution for directors as follows: 3 Board of Directors Chairman of the Board Director and censor Per Board meeting €5,000 €2,500 Per meeting of each committee Specialized committees Chairperson €4,000 €3,000 Member The balance is shared between the directors based on their attendance at meeting of the Board of Directors and each Committee. To assess the competitiveness of this compensation, a consistent and stable reference panel is defined by the Compensation Committee. It is made up of French and international companies with a significant global position. These companies are located in similar markets by being, within in the automotive sector, direct competitors of the Plastic Omnium Group, or operate in the broader automotive industry, for all or part of their business. It is reviewed each year by the Compensation Committee in order to verify its relevance and is subject to change, in particular to take into account changes in the structure or business of the companies selected. 3.2.2.2 COMPENSATION POLICY FOR EXECUTIVE DIRECTORS Fundamental principles for determining the compensation of executive directors Competitive compensation compared to a consistent and stable reference The compensation of executive directors must reflect the Company’s strategy and be competitive in order to attract, motivate and retain the best talents in the highest positions of the Company. Compensation in line with corporate interests This compensation is assessed on an overall basis, by taking into account all of its components. The Board of Directors has established the compensation policy applicable to executive directors in the interests of the Company, in order to ensure the Company’s long-term sustainability and development. The fixed portion is defined according to the role, experience and reference market of the executive director, having regard in particular to the compensation granted to executive directors of groups similar in size and development are comparable to that of the Plastic Omnium Group. It is set by the Board of Directors, on the proposal of the Appointments Committee. The compensation policy applied to executive directors is directly linked to the Group’s strategy. It promotes harmonious, regular and sustainable growth, both in the short and long term. The aim of the Board of Directors is to encourage Senior Executives to maximize the performance of each fiscal year and also ensure its repetition and regularity. The annual variable compensation is intended to reflect the corporate executive officer’s personal contribution to the development of the Group and the improvement of its results. It is balanced with respect to the fixed portion decided by the Board of Directors and is between 80% and 120% of the fixed portion depending on whether or not previously set targets have been achieved or exceeded. The Board of Directors chooses to directly correlate the performance of the executive director with that of the Company. These performance criteria make it possible to assess the Plastic Omnium Group’s performance through internal performance indicators and external growth indicators. The objectives selected generate long-term value. The choice of various operational financial criteria aims to encourage balanced and sustainable growth. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 105 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 These objectives must also encourage the executive director to adapt the Group’s strategy to the transformations of the automotive industry, in particular the digital transformation and the shift towards less carbon-intensive mobility. to be granted, in accordance with the compensation policy previously voted by the General Meeting of Shareholders. Analysis of the recommendations of the regulatory authorities The Compensation Committee carefully analyzes the texts and reports on the compensation of executive directors, in particular the report on corporate governance and the compensation of the executives of listed companies of the French Financial Markets Authority, as well as the report of the High Authority on Corporate Governance. It also uses comparatives based on peer groups. The compensation of executive directors must include a predominant quantitative subject to performance conditions with assessment periods adapted to the horizon of each of these objectives. Compensation incorporating workforce-related, social and environmental commitments It is attentive to the observations of investors and strives to take them into account, while maintaining the consistency of the compensation policy decided by the Board of Directors and subject to the constraints related to the confidentiality of information. Compensation should promote a steady mode of development in line with the Group’s commitments. The annual variable portion includes non-financial criteria, in particular environmental, societal and social, including with the aim of promoting gender balance and strengthening the strategy for achieving carbon neutrality. Conditions for exemptions from the compensation policy in the event of exceptional circumstances These criteria are assessed each year from a long-term perspective. Article L. 22-10-8 of the French Commercial Code and the order of November 27, 2019, issued in application of the Pacte law, give companies the chance to include in their compensation policy any exemptions in the event of exceptional circumstances. Failing this, the Board of Directors would be unable to grant an element of compensation not provided for in the compensation policy previously approved by the General Meeting of Shareholders, even though this decision could be necessary in view of these exceptional circumstances. It is specified that this exemption can only be temporary while awaiting the approval of the modified compensation policy by the next General Meeting of Shareholders; it would be duly justified and in accordance with the Company’s interests. As such, the allocation of a portion of the variable compensation of executive directors for fiscal year 2022 is subject to the achievement of social responsibility objectives such as the reduction in the number of workplace accidents with lost time, or the implementation of the carbon neutrality plan approved by the Board of Directors and published on December 8, 2021. Process for decision-making, reviewing and implementing the compensation of executive directors Compensation is defined annually in such a way as to ensure the proper application of the policy and rules set by the Board of Directors. The latter is based on the work and recommendations of the Compensation Committee, composed of three independent directors. The committee has the information it needs to prepare its recommendations and, in particular, to assess the performance of the executive directors with regard to the short, medium and long-term objectives. If necessary, the modification of the compensation policy in the light of exceptional circumstances would be decided by the Board of Directors on the recommendation of the Compensation Committee. Thus, for example, the recruitment of a new executive director under unforeseen conditions could require the temporary modification of certain existing compensation elements or the proposal of new compensation elements. Information from the Compensation Committee It could also be necessary to modify the performance conditions governing the acquisition of all or part of the existing compensation components in the event of exceptional circumstances resulting in particular from a The annual, economic and financial results of the Group are presented each year to the Compensation Committee in the month of February and serve as a basis to assess the financial performance criteria for the variable compensation of executive directors. This information enables it to assess the performance of the Group and of its executive directors, both economically and in non-financial matters. significant change in the scope of the Group following a merger transaction, a sale, acquisition, or creation of a significant new business, a change in accounting method or a major event affecting the markets or the Group’s business segment. The principles of the human resources policy are regularly presented to the members of this committee or at Board meetings. The directors are able to verify the consistency between the compensation of the executive directors and the compensation and employment conditions of the Group’s employees. Fixed and variable compensation policy and the grant of performance shares Compensation policy for the Chairman of the Board of Directors for 2022 The compensation of the Chairman of the Board of Directors consists of a fixed annual compensation. It does not include any annual or multi-year variable compensation or any long-term incentive plan. The Committee and the Board may also deepen their assessment of the Company’s performance by any means that they choose, for example by calling upon the Group’s main corporate executive officers to provide information, in conjunction with Senior Executives. The annual fixed compensation amounts to €950,000. Recommendations are made to the Board of Directors on the basis of this work, and which then collectively takes decisions relating to the determination of the compensation of executive directors. The Chairman of the Board of Directors also receives compensation for his office as director. When a new member of the Board of Directors is appointed or co-opted during the fiscal year, the Board discusses the elements of compensation He benefits from insurance cover and healthcare costs. 106 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors In the event of the departure of an executive director during the first quarter, the Board of Directors may set the amount of the annual variable compensation for the current fiscal year pro rata temporis to the amount of the annual variable portion granted to the executive director concerned in respect of the previous fiscal year. Compensation policy for executive directors in respect of 2022 The compensation of the Chief Executive Officer and the Managing Director includes a fixed portion, a variable portion and an incentive portion. The incentive portion takes the form of performance shares subject to exclusively quantifiable performance conditions. It aims to encourage the executive director to take action in the long term and to build loyalty and promote the alignment of their interests with the corporate interest and the interests of shareholders. To this end, the vesting of shares is subject to performance conditions that are recognized at the end of a vesting period of four years from the grant date. The value of these shares, estimated at the grant date in accordance with IFRS, used to prepare the consolidated financial statements, represents approximately 30% of the executive director’s overall compensation, and may not exceed 100% of the fixed compensation. In accordance with the principles set out above, the fixed compensation of the Chief Executive Officer in respect of 2022 amounted to €1,000,000 for the full year, compared with €900,000 for fiscal year 2021. That of the Managing Director for 2022 amounted to €650,000 euros for the full year, compared to €500,000 for fiscal year 2021. The annual variable compensation is determined as a percentage of the fixed compensation.It depends, for 55% of its amount, on quantifiable criteria aimed at compensating economic performance, and for 45% of its amount, on qualitative and non-financial criteria. The non-financial and qualitative criteria are as follows: The executive directors make a formal commitment not to use ● the so-called “ESG” criteria relating to social, societal and performance share risk hedging transactions until the end of the holding period set by the Board of Directors. environmental responsibility together account for 15% of variable compensation: 3 The other components of the compensation of executive directors are as follows: ● steering the Company’s transformation strategy towards carbon neutrality, in line with the 2025/2030 objectives approved by the Board of Directors' meeting of December 10, 2021; The executive directors will continue to benefit from the protection of the collective welfare and health care plans for senior executives in order to have market-compliant social provision. ● paying particular attention to the health and safety of the Group's employees, reducing the workplace accident frequency rate, ensuring the application of the Human Resources policy on professional gender equality, and developing the compliance policy; The Chief Executive Officer and the Managing Director, who are also directors, receive compensation for their participation on the Board of Directors. ● developing the Group’s Digital and Innovation strategy: anticipating It should be noted that the employment contracts of Laurent Favre and Félicie Burelle with the company Plastic Omnium Gestion have been suspended since January 1, 2020. market changes rolling out the Group's hydrogen strategy and ensuring operational excellence in line with the corresponding Group strategic pillar (15%); ● In addition, the Board of Directors has the option of negotiating a non-compete agreement with an executive director upon their departure, applicable in the event of termination of their duties within the Group when this would be in the Group’s interests, and under financial conditions that comply with the principles set out by the AFEP-MEDEF Code to which Compagnie Plastic Omnium SE refers. No payment may be made unless this non-compete agreement has been approved by the General Meeting of Shareholders of Compagnie Plastic Omnium SE. identifying development opportunities and making strategic decisions likely to affect the development of the Group’s activities (15%); For the quantifiable part, the parameters used are: ● the level of free cash-flow (20%); ● the level of net profit – Group share (15%), and ● operating margin (20%). The quantifiable objectives for determining the variable portion of the compensation due in respect of the 2022 fiscal year were defined in relation to the Group’s target forecasts presented to the Board of Directors on December 10, 2021. Lastly, executive directors each have a company car. The payment of variable and exceptional compensation in respect of fisczl year 2022 will be subject to the approval of the Ordinary General Meeting to be held in 2023. PRESENTATION OF THE WEIGHTING OF THE ANNUAL VARIABLE COMPENSATION FOR 2022 20% 15% Operating margin ESG 15% Strategy execution 15% Net profit (loss) - Group share 15% Management / strategic decision-making 20% Free-Cash flow PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 107 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 The components of the total compensation attributable to each of the executive directors are presented below: Fixed compensation components Variable compensation component Benefits Exceptional compensation Retirement system Annual fixed in kind Annual variable Long-term Determined according to economic, social, societal and environmental conditions Determined according to economic, social, societal and environmental conditions Determined according to the Group’s results and performance Determined in the event of exceptional events Determined Determined according according to experience to the level of and level of responsibility responsibility Performance conditions over four years Conditions defined each year Exceptional conditions Presence conditions Presence conditions over four years Plastic Omnium’s shares Contributions and cash Cash Vehicle Cash Cash definitively vested at the end of the vesting period, after reviewing the performance conditions. 3.2.3 PERFORMANCE SHARE AWARD PLAN The executive director undertakes not to use performance share risk hedging transactions until the end of the holding period set by the Board of Directors. 3.2.3.1 COMPAGNIE PLASTIC OMNIUM SE POLICY Performance conditions Decisions relating to the allocation of free shares are linked to performance and are intended to encourage the achievement of the Group’s long-term objectives and the resulting value creation for shareholders. For this purpose, the vesting of the shares is subject to performance conditions that are recognized at the end of a vesting period of four years from the grant date. The performance criteria relate to all the shares allocated to the executive director. These criteria, assessed over a period of three or four fiscal years preceding the grant date, are defined for each plan decided and must be complementary and in line with the objectives and specificities of the Group while promoting balanced and steady long-term growth. The value of these shares, estimated at the grant date, may not exceed 100% of the annual compensation of the executive director. If an event justifies it, the Board of Directors reserves the right to award an additional grant. This allocation, if any, to the executive director, duly justified by the Board of Directors, would be made in accordance with the annual ceiling authorized by the General Meeting of Shareholders. Performance shares in the event of departure The right to performance shares is lost in the event of departure for reasons of resignation or for serious or gross misconduct. In the event of the dismissal of an executive director, the Board will decide on how any performance shares granted since their appointment as an executive director will be treated. The executive director is required to keep, in registered form and until the end of his or her duties, 10% of the performance shares granted and 108 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 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. 3.2.3.2 AUTHORIZATION OF THE COMBINED 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 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 General Meeting set the period of validity of the authorization at thirty-eight months, which may be used on one or more occasions. 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 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 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. 3 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 Holding period 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 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 Performance conditions 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 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 awarded Valuation of the shares Start of vesting period End of vesting period Laurent Burelle Chairman of the Board of Directors 0 0 N/A N/A From the date of the 827,036 2025 General Meeting of Meeting of Shareholders After the 2025 General Laurent Favre Chief Executive Officer 29,537 Shareholders for 90% of the shares From the date of the 459,480 2025 General Meeting of Meeting of Shareholders Shareholders for 90% of the shares After the 2025 General Félicie Burelle Managing Director 16,410 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 109 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 3.2.3.3 AUTHORIZATION OF THE COMBINED GENERAL MEETING OF APRIL 22, 2021 The Combined General Meeting of Shareholders of April 22, 2021 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. 22-10-59 of the French Commercial Code. The number of shares thus allocated may not represent more than 0.2% of the share capital recorded on the date of the allocation, with an annual sub-ceiling of 0.1% of this same capital. The Board of Directors shall identity the beneficiaries of the awards and the number of free shares granted to each, as well as the vesting conditions, in particular the performance conditions. 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 Board of Directors may provide for vesting periods and, where applicable, a holding periods of more than one year. Performance shares granted during the 2021 fiscal year to each executive director by Compagnie Plastic Omnium SE under the authorization of April 22, 2021 No performance share allocation plan was decided by the Board of Directors in fiscal year under the authorization of April 22, 2021. 3.2.3.4 PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE 2021 FISCAL YEAR FOR EACH EXECUTIVE DIRECTOR Number of shares available during the Name and position of the executive director Plan date fiscal year Laurent Favre Chief Executive Officer 04/30/2020 04/23/2021 0 0 05/02/2019 04/30/2020 04/23/2021 0 0 0 Félicie Burelle Managing Director 110 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2.3.5 HISTORY OF COMPAGNIE PLASTIC OMNIUM SE PERFORMANCE SHARE PLANS IN FORCE For the year 2019 Plan of May 2, 2019 04/26/2018 02/13/2019 23 2020 Plan of April 30, 2020 04/26/2018 2021 Plan of April 23, 2021 04/26/2018 Date of the GM authorization Board decision date Share value in euros(1) 12/11/2020 02/17/2021 15 28 After the 2025 General Meeting of Shareholders Start of vesting period Start of holding period End of holding period 05/02/2023 None 04/30/2024 April 30, 2024 concerning the directors for No later than June 30, 2025 concerning the 10% of the shares directors for a total of 10% of the shares None except on the date of dismissal of the director On the date of dismissal of the director None ● ● ● 25% depending on the rate of return on Capital Employed in 2021, 2022, 2023 25% depending on the level of cumulative free cash-flow in 2021, 2022, 2023 25% based on the average annual growth rate of the Group’s consolidated revenue for 2021, 2022, 2023 25% depending on the percentage of women and deployment of actions to reduce the carbon footprint in 2021, 2022, 2023 50% depending on the level of the Group’s 50% based on the level of cumulative operating margin for fiscal years 2019, free cash flow for fiscal years 2020, 2020, 2021, 2022 and 50% depending on 2021 and 2022 and 50% based on growth the level of the Group’s free cash-flow. The in net earnings per share. 3 Related conditions two criteria are assessed at scope and market conditions unchanged. The two criteria are assessed at scope and market conditions unchanged. ● Number of performance shares awarded 400,000 228,373 0 45,947 Shares vested from 01/01/2021 to 12/31/2021 0 104,160 1,000 0 0 Rights canceled from 01/01/2021 to 12/31/2021 21,000 Rights granted from 01/01/2021 to 12/31/2021 0 0 Balance of rights at 12/31/2021 294,840 207,373 45,947 (1) Weighted average value (according to the method used for the consolidated financial statements). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 111 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 3.2.3.6 HISTORY OF PERFORMANCE SHARES GRANTED TO EXECUTIVE DIRECTORS AT DECEMBER 31, 2021 Plan 05/02/2019 255 04/30/2020 55 04/23/2021 Total number of beneficiaries Number of performance shares awarded 2 400,000 228,373 45,947 of which the number allocated to executive directors: Laurent Burelle Laurent Favre Félicie Burelle Grant date 0 0 0 27,922 0 29,537 14,000(1) 17,451 16,410 05/02/2019 04/30/2020 04/23/2021 As of the date of the 2025 General Meeting of Shareholders Start of vesting period Term 05/02/2023(2) 4 years 04/30/2024(2) 4 years 4 years Lock-up of 10% until the end of the Lock-up of 10% until the end of the Holding period None term of office of the executive directors term of office of the executive directors (1) Performance shares granted under the employment contract. (2) Subject to a dual condition of performance and presence. 3.2.3.7 SUMMARY OF THE PERFORMANCE SHARES GRANTED DURING FISCAL YEAR 2021 TO THE TOP TEN EMPLOYEES WHO ARE NOT DIRECTORS AND SHARES DEFINITIVELY VESTED BY THEM Value of options using the method Total number of shares awarded/shares vested applied in the consolidated financial Performance shares granted to the top ten employees who are not directors and shares vested by them statements(1) Plan date 04/23/2021 04/23/2021 Options granted by Compagnie Plastic Omnium SE to the ten employees of any subsidiary within the scope of the share grant, with the highest number of shares thus granted 0 0 0 0 Shares acquired during the fiscal year by ten employees of any Compagnie Plastic Omnium SE subsidiary with the highest number of shares thus acquired(2) (1) Valuation of performance shares granted on 04/23/2021 based on the value of the share expressed in fair value according to IFRS 2, i.e. €28. (2) Does not include shares acquired by employees who have left the Group. At the recommendation of the Compensation Committee, Compagnie Plastic Omnium SE’s Board of Directors may grant stock options to managers and executive directors whom the Company wishes to recognize for their performance and their important role in business development and the Group’s current and future projects, wherever they may be based. 3.2.4 STOCK OPTIONS 3.2.4.1 COMPAGNIE PLASTIC OMNIUM SE POLICY These stock options are granted after publication of the financial statements for the previous year, in accordance with the AFEP-MEDEF recommendation. In any case, stock options are granted on the basis of the performance of the individual in question at the time the plan is put in place. Compagnie Plastic Omnium may set up long-term incentive plans for the benefit of its employees and executive directors in an international context. These awards have a dual purpose: ● to motivate key staff members and give them a stake in the Group’s future results; Employees and directors who receive stock options thus have a stake along with shareholders in the Group’s strong and consistent growth. ● to strengthen teamwork and a sense of belonging among managers and thus encourage them to make their careers at the Company. 112 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors At December 31, 2021, 127 employees, of which 49.6% in foreign subsidiaries, benefit from at least one stock option plan. by the Stock Exchange Ethics Charter accompanying the rules governing stock option plans. Stock option beneficiaries must comply with the regulations in force relating to inside information. They must familiarize themselves and abide 3.2.4.2 STOCK OPTIONS GRANTED TO EXECUTIVE DIRECTORS AND/OR EXERCISED DURING FISCAL YEAR 2021 STOCK OPTIONS GRANTED BY COMPAGNIE PLASTIC OMNIUM SE DURING THE FISCAL YEAR TO EACH EXECUTIVE DIRECTOR Value of options using the method applied in the Number of options awarded during the year consolidated financial statements Name and position of the director Plan date None Exercise price Exercise period Laurent Burelle Chairman of the Board of Directors 3 0 0 0 0 0 0 0 0 0 0 0 0 Laurent Favre Chief Executive Officer None Félicie Burelle Managing Director None STOCK OPTIONS EXERCISED DURING THE YEAR BY EACH EXECUTIVE DIRECTOR Number of options exercised during the fiscal year Name and position of the director Plan date None Exercise price Laurent Burelle Chairman of the Board of Directors 0 0 0 Laurent Favre Chief Executive Officer None Félicie Burelle Managing Director None 3.2.4.3 HISTORY OF STOCK OPTIONS GRANTED TO EXECUTIVE DIRECTORS THAT MAY STILL BE EXERCISED AT DECEMBER 31, 2021 Number of options awarded Number of options not exercised Date of 1st possible exercise Date of expiry Subscription price Name of executive directors Date of plans Laurent Burelle Chairman of the Board of Directors 08/06/2015 Plan 150,000 0 150,000 0 08/07/2019 0 08/06/2022 0 €24.72 0 Laurent Favre Chief Executive Officer Félicie Burelle Managing Director 0 30,000 20,000 0 30,000 20,000 0 08/07/2019 03/11/2021 0 08/06/2022 03/11/2024 0 24.72 32.84 Plan dated 08/06/2015 Plan dated 03/11/2017 * Stock options granted under the employment contract PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 113 CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3 3.2.4.4 HISTORY OF OUTSTANDING COMPAGNIE PLASTIC OMNIUM SE STOCK OPTIONS GRANTED TO DIRECTORS AT DECEMBER 31, 2021 Date authorized by General Meeting of Shareholders Date of Board meeting 04/25/2013 07/21/2015 172 04/28/2016 02/22/2017 195 Total number of beneficiaries Total number of shares offered for purchase Of which can be subscribed for or bought by directors: Laurent Burelle 1,253,000 578,500 150,000 0 Laurent Favre 0 0 Félicie Burelle 30,000 20,000 Anne Asensio 0 0 Anne-Marie Couderc 0 0 Prof. Dr. Bernd Gottschalk Vincent Labruyère 0 0 0 0 Éliane Lemarié 0 0 Paul Henry Lemarié 0 0 Lucie Maurel Aubert 0 0 0 Alexandre Mérieux 0 Cécile Moutet 0 0 0 Amélie Oudéa-Castéra 0 Amandine Chaffois 3,000 0 1,500 0 Ireneusz Karolak Start date for exercise of the options Date of expiry 08/07/2019 08/06/2022 24.72 03/11/2021 03/11/2024 32.84 Purchase price (in euros) Number of options exercised at 12/31/2021 Total number of stock options that have been canceled or lapsed Options outstanding at the year end 364,160 297,000 591,840 0 276,000 302,500 * Stock options granted under the employment contract The number of outstanding options awarded by the Board of Directors under the authorizations voted by General Meetings of Shareholders and not yet exercised at December 31, 2021 was 894,340 stock options at an average purchase price of €27.47, i.e. 0.6% of the 147,122,153 shares comprising the share capital at that date. shares resulting from the exercise of the option. The “balance shares resulting from the exercise of option” refers to the total number of shares resulting from the decreased exercise of stock options, which must be transferred in order to finance the exercise of options in question and, where applicable, the payment of any immediate or deferred tax, social contributions and charges relating to the exercise of these options as applicable on the date of exercise of the options. If the number of shares fixed as a result, which must be retained until the loss of office, is a fraction, it is rounded off to the nearest lower whole number. You are reminded that, since January 1, 2020, Laurent Burelle is no longer an executive director of Compagnie Plastic Omnium SE. In accordance with the recommendations of the AFEP-MEDEF Code, the exercise of stock options granted in 2015 and 2017 is subject to two performance conditions related to the outperformance over the vesting period of the options in respect of: ● the share price relative to the Stoxx600 Automobiles index; ● the Company’s operating margin compared with its main competitors. The executive directors are committed not to resort to risk hedging transactions. The executive directors shall retain, in bearer form, until the end of their appointment, a number of shares corresponding to 10% of the balance of 114 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive dIrectors 3.2.4.5 STOCK OPTIONS GRANTED TO THE TEN EMPLOYEE BENEFICIARIES WHO ARE NOT DIRECTORS AND OPTIONS EXERCISED BY THEM DURING FISCAL YEAR 2021 Total number of options granted/ shares purchased Stock options granted to the top ten employees who are not directors and options exercised by the latter Weighted average price(1) Plan date Options granted by Compagnie Plastic Omnium SE in fiscal year 2021 to the ten employees of any subsidiary within the scope of the share grant, with the highest number of shares thus granted 0 0 0 0 0 0 Options held on Compagnie Plastic Omnium SE, exercised during fiscal year 2021, by the ten employees of any subsidiary of Compagnie Plastic Omnium SE, with the highest number of options exercised(2) (1) Exercise price after legal adjustments. (2) Does not include options exercised by employees who have left the Group. 3 3.2.5 SUMMARY OF TRANSACTIONS REPORTED BY EXECUTIVE DIRECTORS AND DIRECTORS DURING FISCAL YEAR 2021 (Article 223-26 of the General Regulation of the French Financial Market Authority (Autorité des Marchés Financiers) and Article L. 621-18-2 of the French Monetary and Financial Code) Transaction Date of Type of Financial Unit price price transaction transaction instrument Quantity (in euros) (in euros) Laurent Burelle Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Laurent Favre Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Félicie Burelle Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Burelle SA represented by Éliane Lemarié Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Anne Asensio Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Anne-Marie Couderc Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Prof. Dr. Bernd Gottschalk Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Vincent Labruyère Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Paul Henry Lemarié Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Lucie Maurel Aubert Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Alexandre Mérieux Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Cécile Moutet Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Amélie Oudéa-Castéra Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Amandine Chaffois Related persons 0 0 0 0 0 0 0 0 0 0 0 0 Ireneusz Karolak Related persons 0 0 0 0 0 0 0 0 0 0 0 0 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 115 CORPORATE GOVERNANCE Additional information on corporate governance 3 3.3 ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE Pursuant to Article L. 22-10-10, 2 of the French Commercial Code, 3.3.1 INFORMATION RELATING 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. TO CURRENT AGREEMENTS ENTERED INTO UNDER ARM’S LENGTH CONDITIONS 3.3.1.2 AGREEMENTS REFERRED TO IN ARTICLE 3.3.1.1 PROCEDURE IMPLEMENTED UNDER 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. 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. 3.3.1.3 AGREEMENTS REFERRED TO IN ARTICLE L. 225-40-1 OF THE FRENCH COMMERCIAL CODE PREVIOUSLY 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. APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS AND WHOSE EXECUTION CONTINUED DURING FISCAL YEAR 2021 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. 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. ● 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. 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 agreement was for a period of five years, renewable by tacit agreement. ● Supplementary pension plan agreement of the Group's Senior 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. 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. 116 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Additional information on corporate governance Interested parties: Félicie Burelle, Éliane Lemarié, Jean Burelle, Laurent Burelle and Paul Henry Lemarié The notice of meeting for the General Meeting of Shareholders is published in the Bulletin des Annonces Légales Obligatoires (BALO) under conditions set forth by law and regulations. ● Trademark license royalty agreement Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a director who is specially authorized for such purpose by the Board of Directors. Failing which, the meeting elects its own Chair. Agreement concluded in 2007 between Compagnie Plastic Omnium SE and Yanfeng Plastic Omnium Automotive Exterior Systems CO LTD. Compagnie Plastic Omnium SE indirectly holds 49.95% of the share capital of Yanfeng Plastic Omnium Automotive Exterior Systems CO LTD. The duties of the tellers shall be performed by the two members of the meeting who are present and accept such duty, and who have the greatest number of votes. The officers of the meeting shall appoint a Secretary, who may be chosen from outside of the shareholders. 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. There shall be an attendance list kept under conditions set forth by law. The minutes of the General Meetings of Shareholders shall be drawn up, and copies thereof shall be delivered and certified under conditions set forth by law. Its purpose is the use of trademarks owned by Compagnie Plastic Omnium SE. The agreement has a duration of 30 years. Person concerned: Laurent Favre 3.3.4.2 PARTICIPATION IN MEETINGS Every shareholder has the right to participate in the meetings, provided that all payments due for such shares have been met in accordance with the applicable legislations and regulations and within the framework defined by these texts. 3.3.2 RELATED-PARTY TRANSACTIONS 3 Details of transactions with related parties as covered by the standards adopted in accordance with European regulation 1606/2002 are provided in Note 7.3 to the consolidated financial statements (section 5). The right to participate in the General Meetings, or arrange to be represented, is subject to the accounting entry of the shares in the name of the shareholder by the second business day preceding the meeting at 0:00 hours, Paris time, either in registered share accounts kept by the Company, or in bearer share accounts kept by an authorized intermediary. In accordance with Article 18 of the bylaws, any shareholder may participate in the General Meeting, if the Board of Directors so decides when the meeting is convened, by videoconference or other telecommunication means including the internet, under the conditions pursuant to the applicable regulation at the time of its use. Where applicable, this decision is sent with the notice of meeting published in the Bulletin des Annonces Légales Obligatoires (BALO). 3.3.3 SERVICE AGREEMENTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS OR MANAGEMENT To the best of Compagnie Plastic Omnium SE’s knowledge, there is no service agreement binding the members of the Board of Directors or management to the Company or any of its subsidiaries providing for the granting of benefits under such a contract. The Board of Directors may, if it deems it useful, arrange for the delivery to the shareholders of admission cards with their names, and require the presentation of the same in order to access the General Meeting. General Meeting of Shareholders of April 21, 2022 3.3.4 STATUTORY PROVISIONS APPLICABLE TO THE PARTICIPATION OF SHAREHOLDERS IN GENERAL MEETINGS OF SHAREHOLDERS At its meeting of February 17, 2022, the Board of Directors decided to convene the Combined General Meeting of Shareholders on April 21, 2022. In the current context of the health crisis, the terms of participation in the General Meeting of Shareholders defined in Article 18 of the bylaws of Compagnie Plastic Omnium SE may be amended to comply with provisions that may be published in this context. The attention of shareholders is drawn to the fact that it is possible to vote at the General Meeting and to address written questions to the Board either by post or by electronic means, under the conditions provided for by the regulations. 3.3.4.1 NOTICE OF MEETINGS The General Meetings of Shareholders are convened, meet and deliberate under conditions set forth by law. The agenda of the meetings is determined by the author of the notice; however, one or more shareholders may, under conditions set forth by law, require draft resolutions to be written into the agenda. The procedures for participating in the General Meeting of Shareholders of April 21, 2022 are detailed in the notice of meeting published in the BALO and on the Group’s website (www.plasticomnium.com). The preparatory documents for this General Meeting of Shareholders are available on the Group’s website. The meeting takes place at the registered office, or at any other place indicated in the notice. The General Meeting of Shareholders of Compagnie Plastic Omnium SE will be broadcast live and recorded on www.plasticomnium.com. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 117 CORPORATE GOVERNANCE Corporate Governance Code 3 Ernst & Young et Autres 3.3.5 INFORMATION ON ELEMENTS THAT MAY HAVE AN IMPACT Company represented by Ms. May Kassis-Morin 1-2, place des Saisons, 92400 Courbevoie-Paris La Défense 1 IN THE EVENT OF A PUBLIC TAKEOVER OR EXCHANGE OFFER Ernst & Young et Autres, Statutory Auditors of the Company since April 29, 2010, was reappointed by the Combined General Meeting of Shareholders on April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021. None 3.3.6 OFFICES OF THE STATUTORY 3.3.6.2 ALTERNATE STATUTORY AUDITORS AUDITORS Mr. Gilles Rainaut (Mazars alternate) 60, avenue du General Leclerc, 92100 Boulogne Billancourt Mr. Gilles Rainaut, Alternate Statutory Auditor of the Company since April 29, 2010, was reappointed by the Combined General Meeting of Shareholders of April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021. 3.3.6.1 STATUTORY AUDITORS Mazars Company represented by Ms. Juliette Decoux 61, rue Henri Regnault, Tour Exaltis, 92400 Courbevoie Mazars, Statutory Auditor of the Company since December 28, 1977, was reappointed by the Combined General Meeting of Shareholders on April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021. Auditex (alternate to Ernst & Young and Others) Tour Ernst & Young, 11, allée de l’arche, 92400 Courbevoie Auditex, Alternate Statutory Auditor of the Company since April 29, 2010, was renewed by the Combined General Meeting of Shareholders of April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordainary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021. 3.4 CORPORATE GOVERNANCE CODE AFEP-MEDEF CODE: THE REFERENCE CODE Compagnie Plastic Omnium SE remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://afep.com. The table below provides the Company’s explanations for the recommendations of the AFEP-MEDEF Code that are not applied. Recommendations AFEP-MEDEF Code Compagnie Plastic Omnium SE practices and justifications Terms of office of directors must The renewal of the term of office of one of the 15 members of the Board of Directors will be submitted to the vote of the General be staggered so as to prevent reappointment en masse (Article 13.2) Meeting of Shareholders of April 21, 2022. The terms of the two directors representing the employees will expire in 2022 and those of four directors will expire in 2023. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. The Company will thus see four renewed or new terms of office in 2022, four in 2023 and eight in 2024. Termination of the employment The employment contracts of Laurent Favre and Félicie Burelle have been suspended since January 1, 2020. The AFEP-MEDEF contract in the event of a corporate office (Article 22) Code states that it is recommended that when an employee becomes an executive director, the employment contract be terminated with the Company. After appointing Laurent Favre, Chief Executive Officer, and Félicie Burelle, Managing Director, the Board of Directors decided that their employment contracts should be maintained. The Board decided that the rights acquired in respect of the Group supplementary pension plans for Senior Executives until December 31, 2019, i.e. for the period prior to the suspension of their employment contracts, would remain frozen and preserved, which involves keeping their employment contracts suspended. 118 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Information on share capital 3.5 INFORMATION ON SHARE CAPITAL In accordance with Article 18-11 of the bylaws, all fully paid-up shares held on a registered basis in the name of the same shareholder for at least two years are entitled to a double voting right with the shareholder having either bought or inherited the shares under intestacy rules or being a spouse or a relative entitled to inherit the shares who received them as an inter vivos gift. 3.5.1 SHARE CAPITAL Shares in Compagnie Plastic Omnium SE are listed on Euronext Paris (compartment A). Plastic Omnium shares are included in the SBF 120 and CAC Mid-60 indices. If the share capital is increased by incorporating reserves, profits or share premiums, the double voting right is also attached to the registered free shares linked to the shares with double voting rights already held by the shareholder. At December 31, 2021, Compagnie Plastic Omnium SE’s share capital amounted to €8,827,329.18 divided into 147,122,153 fully paid-up shares with a par value of €0.06 each. A double voting right shall cease for any share, which has been the subject of a conversion to bearer form or a transfer. 3.5.2 VOTING RIGHTS It may also be canceled by decision of an Extraordinary General Meeting of Shareholders. 3 At December 31, 2021, excluding treasury shares, the Company had 145,060,740 shares with the same number of exercisable voting rights, of which 91,203,594 shares with double voting rights. Shareholders have the right to vote and speak at General Meetings. Each shareholder has one vote per fully paid-up share he or she holds. 3.5.3 POTENTIAL SHARE CAPITAL AND SECURITIES GIVING RIGHTS TO SHARE CAPITAL As at December 31, 2021, there were no securities or rights giving direct or indirect access to the share capital of Compagnie Plastic Omnium SE. 3.5.4 CURRENT AUTHORIZATIONS RELATING TO CAPITAL AND SECURITIES CARRYING RIGHTS TO THE ALLOCATION OF DEBT SECURITIES – USE OF AUTHORIZATIONS The Company’s shareholders have delegated the following powers and financial authorizations to the Board of Directors: 3.5.4.1 AUTHORIZATIONS AND DELEGATIONS GRANTED TO THE BOARD OF DIRECTORS BY THE COMBINED GENERAL MEETING OF APRIL 23, 2020 Resolution no. Type of authorization and delegated power Duration and expiry date Maximum amount per authorization or delegated power Use of the authorization or delegation of power Authorization to reduce the equity capital by canceling treasury shares 26 months - until June 22, 2022 Cancelation of 1,443,954 treasury shares 21 10% of the share capital per 24-month period PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 119 CORPORATE GOVERNANCE Information on share capital 3 3.5.4.2 USE OF AUTHORIZATIONS AND DELEGATIONS GRANTED TO THE BOARD OF DIRECTORS BY THE COMBINED GENERAL MEETING OF APRIL 22, 2021 Resolution no. Type of authorization and delegated power Duration and expiry date Maximum amount per authorization or delegated power Use of the authorization or delegation of power Maximum purchase price: €80 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €1,188,528 At December 31, 2021, Compagnie Plastic Omnium SE held 1.40% of its share capital Buyback by the Company of its own shares 18 months until 10/21/2022 5 Maximum holding: 0.5% of share capital, to be deducted from the 0.2% in the 25th resolution approved at the Ordinary General Meeting of Shareholders on April 22, 2021 Authorization to grant stock options to directors and/or employees of the Company and/or Group companies 38 months until 06/21/2024 24 25 None None Authorization to grant performance shares to directors and employees of the Company and/or Group companies Maximum holding: 0.2% of share capital, to be deducted from the 0.5% in the 24th resolution approved at the Ordinary General Meeting of Shareholders on April 22, 2021 38 months until 06/21/2024 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation 26 months A nominal value of €4 million for the shares and €1,500 million in value for debt securities 26 None of debt securities and/or investment securities providing access to equity securities to be issued by the Company, with preferential subscription rights until 06/21/2023 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities or entitling the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the 26 months until 06/21/2023 €4 million for shares and €1,500 million for debt securities 27 None Company, without preferential subscription rights, through a public offer and/or as consideration for securities as part of a public exchange offer during the delegation Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the A nominal value of €1.7 million for the shares through an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code – €1,500 million in value for debt securities 26 months until 06/21/2023 28 None Company, without preferential subscription rights by way of an offer referred to in par. II of Article L. 411-2 of the French Monetary and Financial Code Delegation of authority to increase the number of shares or securities to be issued when a share issue with or without preferential subscription rights is carried out under the 26th to 26 months until 06/21/2023 29 30 15% of the initial issue None None 28th resolutions up to a maximum of 15% of the initial issue Maximum holding: 3% of the equity capital at the date of the General Meeting of Shareholders (i.e. a maximum of 4,456,983 shares at December 31, 2020) Share capital increase reserved for Plastic Omnium employees 26 months until 06/21/2023 120 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Information on share capital 3.5.4.3 AUTHORIZATIONS AND DELEGATIONS PROPOSED TO THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 21, 2022 RELATING TO THE CAPITAL AND SECURITIES GIVING THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES Resolution Type of authorization Duration and expiry date Maximum amount per authorization or delegated power no. and delegated power Maximum purchase price: €80 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €1,176,977,200 Buyback by the Company of its own shares 18 months until 10/20/2023 5 Authorization to reduce the equity capital by canceling treasury 26 months 21 22 23 10% of the share capital per 24-month period shares until 06/21/2024 Authorization to grant stock options to directors and/or employees of the Company and/or Group companies 38 months until 06/20/2025 Maximum holding: 0.5% of the share capital and a sub-ceiling of 0.25% of the share capital for executive directors Authorization to allocate free shares to directors and/or employees of the Company and/or Group companies 38 months until 06/20/2025 Maximum holding: 0.2% of the share capital and a sub-ceiling of 0.1% of the share capital for executive directors Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, with preferential subscription rights 26 months until 06/20/2024 €6 million in nominal for shares and €2 billion in value for debt securities 3 24 25 Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or entitling the allocation of debt securities and/or investment securities giving access to equity securities until 06/20/2024 to be issued by the Company, without preferential subscription rights, through a public offer 26 months €6 million in nominal for shares and €2 billion in value for debt securities Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights by way of an offer referred to in par. II of Article L. 411-2 of the French Monetary and Financial Code €2 million in nominal for the shares through an offer referred to in Article L. 411-2 of the French Monetary and Financial Code – €750 million in value for debt securities 26 months until 06/20/2024 26 27 28 Delegation of authority to increase the number of shares or securities to be issued when a share issue with or without preferential subscription rights is carried out under the 24th to 26th resolutions up to a maximum of 15% of the initial issue 26 months until 06/20/2024 15% of the initial issue Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, as consideration for contributions in kind consisting of equity securities or investment securities giving access to the share capital 26 months until 06/20/2024 €2 million in nominal for shares and €750 million in value for debt securities Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, as consideration for securities as part 26 months until 06/20/2024 €6 million in nominal for shares and €750 million in value for debt securities 29 30 of a public exchange offer during the delegation Share capital increase reserved for Plastic Omnium employees 26 months savings plan (PEE) until 06/20/2024 €264,819 in nominal, i.e. a maximum of 4,413,650 shares at December 31, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 121 CORPORATE GOVERNANCE Information on share capital 3 3.5.5 MOVEMENTS IN THE CAPITAL OVER THE PAST FIVE YEARS Amount of capital increase/reduction Number of shares Share capital comprising the Par value of the share (in euros) Year and type of corporate transaction Nominal 90,000 Premium 49,819,507 39,223,119 45,252,090 32,928,875 (in euros) share capital 150,976,720 149,866,107 148,566,107 147,122,153 August 2017 Reduction in share capital by canceling 1,500,000 treasury shares 9,058,603 0.06 0.06 0.06 0.06 July 2018 Reduction in equity capital by canceling 1,110,613 treasury shares 66,637 8,991,966 November 2018 Reduction in equity capital by canceling 1,300,000 treasury shares 78,000 8,913,966 February 2021 Capital reduction by canceling 1,443,954 treasury shares 86,637.24 8,827,329.18 BUYBACK BY THE COMPANY OF ITS OWN SHARES Percentage of share capital held directly and indirectly by the Company as at December 31, 2021 including: backing existing stock option plans 1.40 0.63 backing existing performance share plans 0.41 backing liquidity contract 0.09 intended for cancelation 0.27 Number of shares canceled over the past 24 months Number of securities in the portfolio on December 31, 2021 Carrying amount of portfolio on December 31, 2021 Market value of portfolio on December 31, 2021 1,443,954 2,061,413 47,759,078 47,123,901 SHARE BUYBACKS DURING THE 2021 FISCAL YEAR Aggregate gross movements Purchases Sales 1,226,555 27.23 Options exercised Number of securities Average transaction price Average exercise price Totals 2,184,887 27.47 286,200 - - - 24.72 60,026,903 33,402,045 7,074,864 Trading fees of €71 thousand were incurred in buying back shares during 2021. 122 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CORPORATE GOVERNANCE Information on share capital The change in the number of outstanding shares between the opening date and the closing date of fiscal year 2021 is as follows: Movements for January 1, 2021 148,566,107 2,834,235 fiscal year 2021(1) (1,443,954) (772,822) December 31, 2021 147,122,153 2,061,413 Number of shares comprising the share capital Number of treasury shares Number of outstanding shares 145,731,872 (671,132) 145,060,740 (1) See purchase flows, sales flows and options exercised, indicated in the table above. The eighth resolution of the Combined General Meeting of Shareholders of April 22, 2021 authorized the Company to buy back its own shares subject to the following conditions: Maximum purchase price €80 per share (excluding acquisition costs) 10% of the share capital on the date of the Combined General Meeting of April 22, 2021 Maximum shares that may be held Maximum investment in the buyback program 3 €1,176,977,200 A new liquidity agreement, signed with Kepler Capital Markets SA on January 1, 2015 for an initial amount of €3 million, has a term of one year, renewable automatically, in accordance with the Code of Ethics drawn up by AMAFI (Association Française des Marchés Financiers – the representative body for professionals working in the securities industry and financial markets in France). On January 28, 2019, Plastic Omnium made an additional contribution of €3 million to the liquidity agreement, increasing its overall budget to €6 million. The primary purpose of the agreement is to reduce the volatility of the Compagnie Plastic Omnium share price, and thus the risk perceived by investors. Information concerning share buybacks made since April 24, 2021 Between April 24, 2021 and February 28, 2022, the Company acquired 1,535,197 shares for a total value of €37,745,761, i.e. a unit value of €24.59, of which 1,135,197 shares under the liquidity contract and 400,000 shares outside this contract. Over the same period, the Company sold 1,015,894 shares under the liquidity contract for €24,818,390, representing a value per share of €24.43. a total of Between April 24, 2021 and February 28, 2022, the Company did not acquire any shares to cover its commitments to beneficiaries of free share plans. At February 28, 2022, Compagnie Plastic Omnium SE held 2,116,416 treasury shares, representing 1.44% of the share capital, broken down as follows: Number of shares 194,303 400,000 927,840 594,273 AMAFI liquidity agreement Shares held for cancelation Shares allocated to employees or directors of the Company or of Group companies Hedging of securities carrying rights to the allocation of shares ● to cancel the acquired shares, if appropriate, subject to the approval by the General Meeting of Shareholders of the authorization submitted to a vote in its twenty-first extraordinary resolution; Description of the share buyback program submitted to the Combined General Meeting of April 21, 2022 Under Articles 241-1 to 241-6 of the AMF General Regulation, this description defines the objectives of the Compagnie Plastic Omnium SE share buyback policy and how it will be implemented. The program will be submitted for approval to the Combined General Meeting of Shareholders convened for April 21, 2022. ● to cover stock option plans and/or free share plans (or similar) for Group employees and/or directors, as well as any allocations of shares for a company or group savings scheme (or similar), in respect of employee profit sharing and/or all other forms of allocation of shares to employees and/or directors of Compagnie Plastic Omnium SE; ● to retain the shares acquired and use them later on for exchange or in Objectives of the share buyback program Compagnie Plastic Omnium SE intends to use the share buyback program to achieve the following objectives: payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; ● to use an investment service provider to maintain the secondary ● to implement all market practices currently accepted or accepted in the future by the market authorities. market or the liquidity of Plastic Omnium’s shares, via a liquidity agreement complying with the AMAFI Code of Ethics accepted by the AMF; PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 123 CORPORATE GOVERNANCE Shareholding structure of Compagnie Plastic Omnium SE 3 in the 5th resolution to be proposed to the Combined General Meeting of Shareholders of April 21, 2022. Terms – the maximum proportion of equity capital that may be acquired and the maximum amount payable by Compagnie Plastic Omnium SE Compagnie Plastic Omnium SE is authorized to acquire a maximum of up to 10% of its equity capital as of the date of this document, 14,712,215 shares, each with a par value of €0.06. Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. These means include the use of any derivatives, traded on a regulated market or over the counter, and the setting up of option operations such as the purchase and sale of call and put options. These transactions may be made at any time. Since the Company held 2,116,416 treasury shares at February 28, 2022, the maximum number of its shares it could purchase under the share buyback program is 12,595,799. In the event that treasury shares already held are canceled or used, the maximum amount that the Company can pay out to acquire the 14,712,215 shares is €1,176,977,200. Term of the buyback program This buyback program may continue for a period of eighteen months from approval of the fifth resolution subject to a shareholders’ vote at the Combined General Meeting of April 21, 2022, i.e. until October 20, 2023. Thus, the total value of acquisitions (net of costs) may not exceed €1,176,977,200 based on the maximum purchase price of €80 provided 3.5.6 BONDS Details of the outstanding bonds and private placements issued by the Company at December 31, 2021 are given below: Amount outstanding Maturity date (in millions of euros) Issuer Currency EUR Coupon Initial issue date Listing market Compagnie Plastic Omnium SE Compagnie Plastic Omnium SE Compagnie Plastic Omnium SE 1.478% 1.25% 06/17/2016 06/26/2017 12/21/2018 06/17/2023 06/26/2024 12/21/2025 300 500 300 EUR Paris EUR 1.632% 3.6 SHAREHOLDING STRUCTURE OF COMPAGNIE PLASTIC OMNIUM SE BREAKDOWN AT DECEMBER 31, 2021 OF THE SHARE CAPITAL OF COMPAGNIE PLASTIC OMNIUM SE COMPRISING 147,122,153 SHARES December 31, 2021 % voting rights % share capital December 31, 2020 % voting rights % share capital December 31, 2019 % voting rights % share capital Burelle SA 73.26 0.97 — 59.35 0.97 1.40 38.27 100 72.08 0.99 — 58.78 0.99 1.91 38.32 100 72.08 0.98 — 58.78 0.98 1.61 38.63 100 Employee shareholders Held by Company Public 25.77 100 26.93 100 26.94 100 At December 31, 2021, Burelle SA held 59.35% of the share capital of Compagnie Plastic Omnium SE. To the Company’s knowledge, no other shareholder owns 5% or more of the share capital. Omnium SE, or 0.97% of the share capital, purchased on the stock market. The Company has not been informed of any shareholders’ agreement. In France, at December 31, 2021, the Group Savings Plan had 1,847 members, holding 1,432,275 shares in Compagnie Plastic 124 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 4 NON-FINANCIAL REPORTING disclosure Introduction and methodological note 126 4.1 SUSTAINABILITY AT THE HEART OF MARKET TRENDS Planned growth of electric vehicles Increased automation for greater safety Connectivity and digitization Customer expectations and experience A long-standing commitment recognized by the group’s stakeholder 127 128 128 128 129 4.1.1 4.1.2 4.1.3 4.1.4 4.1.5 129 4.2 PLASTIC OMNIUM'S BUSINESS MODEL Businesses Sustainability in the Group’s strategy Relations with stakeholders 131 131 133 141 4.2.1 4.2.2 4.2.3 4.3 THE RISK MANAGEMENT AND NON-FINANCIAL REPORTING OF THE GROUP Social stakes Societal stakes Environmental stakes 147 147 159 165 4.3.1 4.3.2 4.3.3 4.4 4.5 4.6 4.7 4.8 4.9 THE VIGILANCE PLAN 177 180 184 189 190 THE “EUROPEAN TAXONOMY” OTHER NON-FINANCIAL INDICATORS METHODOLOGY CROSS-REFERENCE TABLE REPORT FROM THE INDEPENDENT THIRD PARTY 193 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 125 NON-FINANCIAL REPORTING DISCLOSURE Rappel T2 4 INTRODUCTION AND METHODOLOGICAL NOTE Reducing the weight and improving the aerodynamics of parts, as well as reducing associated emissions, have been at the heart of Plastic Omnium’s business since its creation in 1946. The Group contributes to the transformation of the automotive industry and actively participates in the energy transition towards sustainable mobility. This commitment has accompanied it throughout its development. Sustainable Development is one of the three pillars of the Group’s strategy. The ACT FOR ALLTM program rolls out all its components operationally within the Company. Faced with climate and environmental challenges, Plastic Omnium is accelerating its climate strategy with an ambitious carbon neutrality and the desire to be a benchmark in the automotive world. This section of the Universal Registration Document (URD) presents the way Sustainable Development fits into Plastic Omnium’s strategy and the solutions the Group is proposing to respond to sector trends in the world of mobility. It also addresses regulatory requirements for non-financial reporting. METHODOLOGICAL NOTE Compagnie Plastic Omnium SE, which is listed on Euronext Paris, is a company with industrial operations and plants. The Non-Financial Reporting Disclosure (NFRD) presented in this section outlines Plastic Omnium’s approach to corporate social responsibility. It also contains a cross-reference table with the ten principles of the United Nations Global Compact, of which Plastic Omnium has been a signatory since 2003, and with the indicators of the international benchmark, the GRI Standards. The Sustainable Development indicators are collected by the Sustainable Development and Human Resources Departments from the sites included in the reporting scope, and are subject to consistency checks when they are consolidated centrally. The non-financial reporting approach is based on the following regulatory requirements: ● the regulatory provisions related to Articles R. 225-105-1 to R. 225-105-3 of the French Commercial Code, the Taxonomy regulation (EU) 2020/852 published in the Official Journal of the European Union in June 2020; ● the risk factors identified as part of the Prospectus regulation (ESMA 31-62-1293 FR) and described in section 2. To meet these requirements, the Group has put the following actions in place: ● a Group risk mapping and a materiality analysis focused on CSR challenges and carried out in collaboration with stakeholders; ● a Sustainable Development approach integrated into the Company’s strategy and management; the ACT FOR ALLTM program, which embodies this approach in all of the Group’s operations. ● The Group also ensures that all of these actions are in line with the ten principles of the United Nations Global Compact. The information, which must be published in accordance with law no. 2017-399 dated March 27, 2017 relating to Duty of Vigilance by parent companies and subcontracting companies, is also presented in this Statement of Non-Financial Performance. Certain topics required under Article R. 225-105-1 of the French Commercial Code (preventing food waste, ensuring food security, ensuring animal welfare and responsible, fair and sustainable nutrition) were not deemed to be relevant for the Plastic Omnium Group. This is because the Company’s activities are not linked to the production, marketing or distribution of food products. Sites that propose food services (canteens) to its employees contract out this service to a specialized service provider that is responsible for ensuring compliance with applicable laws. The Group’s supply terms and conditions require compliance with applicable laws, which enables Plastic Omnium to ensure that its service providers comply with these regulations. These issues are therefore not included in this section. The non-financial risks identified in the context of the Prospectus regulation (ESMA 31-62-1293 FR) are included in the risk mapping of this. Information relating to the Taxonomy regulation (EU) 2020/852 is developed in a dedicated part (see 4.5 "Sustainable Taxonomy” in this section). This year, Plastic Omnium describes the methodological approach chosen and publishes the mandatory indicators for the first two Taxonomy objectives (mitigation of climate change and adaptation to climate change). The risks mentioned in this SNFP are classified according to the three main CSR challenges: social, societal and environmental. The risks identified are taken from the CSR materiality matrix, the Group risk mapping and the Vigilance Plan. In order to facilitate their reading, each risk follows the same three-step methodology: ● description of risks based on a dual approach: risks for Plastic Omnium and risks related to the impact of Plastic Omnium on social, environmental or societal aspects; ● description of the objectives and policies implemented to reduce risks and/or eliminate the impact; ● description of annual performance in the form of indicators. This SNFP section is closely linked to the other sections of the Universal Registration Document (URD), in particular the Integrated Report and section 2 “Risk factors and management”. In order to facilitate its reading, references have been provided to the various sections of the URD. 126 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Sustainability at the heart of market trends 4.1 SUSTAINABILITY AT THE HEART OF MARKET TRENDS ● ● ● The automotive industry is undergoing profound change, initiated by both technological and societal disruption linked to the climate emergency and consumer expectations. It is experiencing a striking polarization between growing needs for mobility, on one hand, environmental impacts, and on the other handand on the other hand regulatory obligations and market challenges accompanying the electrification of transportation. These engage all mobility players to transform in order to be part of the change and build sustainable business models. OEM customers are committed to carbon neutrality and are pushing their demands along the entire supply chain; investors expect companies to contribute explicitly to creating a positive impact on the environment and the society; job candidates and future talents are choosing their employers based on their CSR commitments and concrete actions; ● ● company employees want to add purpose to their work; The Covid-19 crisis has accentuated this underlying trend by increasing awareness of Sustainable Development challenges. Companies are organizing themselves to integrate increasing regulations and the challenges of energy transition, air quality, circular economy and biodiversity into their activities. This also meets stakeholders' expectations: public authorities are raising their expectations in terms of the energy transition and the circular economy. To strengthen its resilience and ensure its sustainability, Plastic Omnium is incorporating these expectations, as well as major market trends, into its corporate strategy. Thus, the analysis of a vehicle according to the CASE model (Connected, Autonomous, Shared, Electrified) and the contribution of each of the business lines to these components guide the Group’s strategy, whose ambition is to act to achieve sustainable mobility. 4 ELECTRIFICATION SUSTAINABILITY SECURITY AND AUTONOMY CUSTOMER EXPERIENCES AND EXPECTATIONS CONNECTIVITY AND DIGITIZATION PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 127 NON-FINANCIAL REPORTING DISCLOSURE Sustainability at the heart of market trends 4 4.1.1 PLANNED GROWTH OF ELECTRIC 4.1.2 INCREASED AUTOMATION VEHICLES FOR GREATER SAFETY CO2 emissions thresholds of vehicules during their usage phase continue to become stricter worldwide. Today, European regulations on the CO2 emission standards allowed for passenger cars are tightening: 95 g CO2e/km in 2021, 81 g CO2e in 2025 and 59 g CO2e in 2030, i.e. a decrease of 55% between 2021 and 2030. Since 2020, China has also regulated passenger car emissions with a target of 117 g CO2e/km. The entire automotive industry is thus engaging in technologies enabling massive reductions in CO2. The market for connected cars continues to grow, benefiting two segments in priority: safety and driving assistance. Plastic Omnium’s growth strategy is in line with these developments. Currently, Plastic Omnium bumpers include up to 50 high-tech components to augment human senses and make driving simpler and safer. With its expertise in integration of functions and unique performance in the electromagnetic transparency of plastics, Plastic Omnium is contributing to the development of tomorrow’s smart cars. Its exterior parts will include numerous radars and other sensors, with ever-improving design and protection. Plastic Omnium regularly reviews and updates available international data, future standards and regulations, and the ability of car manufacturers to respond to them, in order to generate realistic projections and a complete analysis of the future of the various markets. These studies predict exponential growth in electric and plug-in hybrid vehicles: from 8.2% in 2021 to 22% in 2025, and then 42% in 2030. Battery electric vehicles will represent 32% of the market in 2030, most of which will be in Europe, China and the rest of Asia (42%, 40% and 30% respectively). Hydrogen electric vehicles will account for around 2% of the market in 2030. Forecasts estimate the share of hybrid vehicles of all types (plug-in and non-plug-in) at 31%. In this race to electrify vehicles, companies still need to ensure that the electricity that powers them is decarbonized and that all efforts have been made in terms of energy efficiency to reduce CO2 emissions. Advanced driver-assistance systems (or ADAS) are increasingly numerous in vehicles. These systems make it possible to secure passengers and provide the driver with driving assistance and comfort. Driver assistance systems have been revolutionized by technological progress and they also reduce the energy consumption of vehicles. Progress on level 3, 4 and 5 autonomous vehicles (from semi-autonomous to fully autonomous cars) is promising. Current forecasts estimate their share at 40% of the global car fleet by 2030. Vehicle automation and connectivity will also require increasing skills in plastronics (combining plastics and electronics) and mechatronics (at the crossroads of mechanics, electronics and connected systems). Hydrogen is expected to play a major role in the energy transition in most countries around the world. Several European countries have officially adopted a hydrogen strategic plan, mobilized or planned investments in this area and 11 countries are currently preparing their national hydrogen strategy. 4.1.3 CONNECTIVITY AND DIGITIZATION The prevailing trend of shared mobility has been strongly slowed down by the Covid-19 crisis leading to a temporary return to individual vehicles because of the health risk when using shared vehicles. However, this shared mobility is a fundamental trend that will continue to develop. EUROPEAN COUNTRIES THAT HAVE ANNOUNCED QUANTIFIED INVESTMENT PLANS FOR HYDROGEN In 2025, all new vehicles should be connected, thus reaching 93% of the fleet in Europe, 97% in the United States and 72% in China. Vehicle automation will grow over the same period, reaching 15% of new sales in Europe, 2% in the United States and 16% in China, compared with less than 1% in 2020. Country Germany France Spain Hydrogen plan investments €7 billion + €2 billion in external partnerships €7.2 billion €8.9 billion Information capture, connection with infrastructures and data processing are some of the functionalities that vehicles will need to have, especially in the parts produced by Plastic Omnium. The industry is also transforming to incorporate increasingly automated and connected chains, and will require new professions, whether for products or production equipment: data scientists, artificial intelligence engineers or cyber security specialists. Portugal Austria Italy €7 to 9 billion €2 billion (forecast) €10 billion (forecast) 128 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Sustainability at the heart of market trends Conclusion 4.1.4 CUSTOMER EXPECTATIONS All these major market trends show the strong desire of all players to implement sustainable mobility. They underline the need to take sustainable development into account to meet this objective. The importance of these challenges also requires that responsible players such as Plastic Omnium, aware of the urgency, mobilize their entire value chain in this process. AND EXPERIENCE All of the trends described previously meet the expectations of end customers. Each element added to a vehicle contributes to its uniqueness and helps to satisfy a specific customer need or criterion. Today more than ever, vehicles must integrate high technology, design and sustainability, combining innovation, intelligence, style, aerodynamics and limited use of environmental resources. 4.1.5 A LONG-STANDING COMMITMENT RECOGNIZED BY THE GROUP’S STAKEHOLDER In the fields where Plastic Omnium is present, it is necessary to know how to respond and adapt to customer needs by offering: ● increasingly optimized and personalized forms incorporating more and more equipment such as radars and lighting; Since its creation in 1946, Plastic Omnium has made a significant contribution to improving the environmental footprint of vehicles. The vision of Pierre Burelle, the founder, was that plastic should play an important role in the future of the car by replacing other materials to lighten the weight of the vehicle, improve aerodynamics and ultimately improve energy consumption and the vehicle’s environmental footprint. This vision, which has proven to be true, has contributed to the success of Plastic Omnium since the plastic content of a car has increased from 10 to 250 kg over the past 75 years. ● plastic parts that contribute significantly to making vehicles lighter, while incorporating recycled materials; ● products contributing to the energy transition to promote clean mobility. This questioning concerns the whole of the existing value chain, but also involves new partners able to enrich the technological offer and meet the needs of security and visual identity expressed by customers. 4 SINCE THE CREATION OF PLASTIC OMNIUM, PIERRE BURELLE VISUALIZED THE 47 PART OF A CAR THAT COULD BE MADE OF PLASTIC Figure 54 - Parts of a car that can be made of plastic 1. Radiator trim — 2. Water pump — 3. Carburetor and air filter — 4. Cylinder head cover — 5. Coil — 6. Circuit breaker — 7. Battery tray — 8. Partition panel — 9. Dashboard and glove box — 10. Dashboard instruments — 11. Radio — 12. Windshield — 13. Steering wheel — 14. Sun visor — 15. Transparent roof — 16. Frame — 17. Transparent windows and back panel and window trims — 18. Roof light and switch — 19.Window handles and levers — 20. Bodywork — 21. Tail light and direction indicator — 22. Luggage area — 23. License plate — 24. Soft bumper trim — 25. Fuel tank — 26. Tires — 27. Mudguard — 28. Seat frames — 29. Seat upholstery — 30. Heating mat — 31. Shift handle — 32. Pedal linings — 33. Gear- box cover — 34. Door stops — 35. Transmission seals — 36. Horn parts — 37. Camshaft gears — 38. Crankcase — 39. Decora- tive band — 40. Ignition cables — 41. Distributor — 42. Dynamo parts — 43. Fan — 44. Brake linings — 45. Hub cap and flange — 46. Headlights and position lamps — 47. Grill and radiator This long-standing commitment is now accelerating to respond to major global trends: the reduction in greenhouse gas emissions, the achievement of carbon neutrality, the improvement of air quality, the implementation of a circular economy. In 2021, Plastic Omnium announced its ambition to achieve carbon neutrality for its activities by 2025 and reduce the CO2 emissions of its value chain by 30% to achieve carbon neutrality for all these scopes by 2050. This approach is translated into a pragmatic and ambitious roadmap for all of its stakeholders. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 129 NON-FINANCIAL REPORTING DISCLOSURE Sustainability at the heart of market trends 4 Through its ACT FOR ALLTM program, Plastic Omnium wants to contribute to sustainable mobility in a responsible way: by paying particular attention to its employees, acting ethically in its business and developing a sustainable business. Safety, respect for human rights, taking into account the health of employees and subcontractors and their working conditions, diversity, equal opportunities and career development are priorities for the Group. As a global player involved locally, Plastic Omnium is particularly attentive to its Responsible Purchasing Policy and encourages initiatives aimed at local authorities in the countries in which the Group operates. This year again, stakeholders have recognized the Group’s efforts to maintain its high level of responsibility. Responding for the first time in 2021 to the “Climate Change” questionnaire by CDP, the leader in climate ratings, Plastic Omnium obtained a B rating. This rating allows the Group to be considered as a strategic supplier by certain customers who have made it a criterion for ranking their suppliers. Plastic Omnium retained its joint first place position of the report on increasing the percentage of women in the governing bodies of the SBF 120 (for the automotive industry). This report was published in October 2021 by the Secretary of State for Gender Equality. EcoVadis, which assesses the Sustainable Development performance of suppliers on behalf of contractors, ranked Plastic Omnium in the Top 1% of companies (“Platinum” ranking with a score of 75/100). The assessment is based on four themes: labor relations and Human Rights, environment, ethics and responsible purchasing. Plastic Omnium supports the WAVE association – Women and Vehicles in Europe – after being recognized as a winner of the Trophée Mixité Progression (Gender Diversity Progress Award). This award recognizes the best progress in the percentage of women at all levels of the Company (Executive Committee, TOP 100 and overall workforce). WAVE, created in 2008, aims to promote gender diversity in the automotive and mobility. Plastic Omnium received the “Universal Registration Document Clarity Award” at the 2021 Transparency Awards organized by Labrador. This is the first time that Plastic Omnium has won this award and this demonstrates its efforts to ensure clarity and transparency in its communication vis-à-vis all its stakeholders, and investors in particular. GRANDS PRIX DE LA TR NSPARENCE 2021 In November, Plastic Omnium improved by one place in the annual ranking of the most responsible companies in France, published by the magazine Le Point, rising to second place in the automotive industry (and first place among equipment manufacturers). 130 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4.2 PLASTIC OMNIUM'S BUSINESS MODEL The Plastic Omnium Group’s business model is schematized in the Integrated Report included at the beginning of this Universal Registration Document (pages 28 and 29). This part of section 4 on the business model provides a more detailed description of the Group’s activities, organization and customers. 4.2.1 BUSINESSES ORGANIZATION OF THE GROUP’S ACTIVITIES AND BUSINESS LINES PLASTIC OMNIUM PLASTIC OMNIUM INDUSTRIES PLASTIC OMNIUM MODULES 4 INTELLIGENT EXTERIOR SYSTEMS CLEAN ENERGY SYSTEMS HBPO NEW ENERGIES Plastic Omnium is organized into 2 main activities: to reduce greenhouse gases emissions from vehicles through aerodynamics improvement and weight reduction; ● Plastic Omnium Industries; ● Clean Energy Systems (CES), specialized in energy storage and ● Plastic Omnium Modules. depollution systems CES manufactures blown polyethylene energy systems (fuel tanks for internal combustion or hybrid vehicles) and depollution systems for diesel engines; Plastic Omnium Industries includes the following business lines: ● Intelligent Exterior Systems (IES), dedicated to light and intelligent ● bodywork New Energies (NE), dedicated to the development of new energies including hydrogen and associated technologies such as high-pressure storage in fuel tanks with carbon fiber reinforcement, fuel cells and solutions for energy. Complex body part assemblies are made of injected polypropylene or composite materials: bumpers, energy absorption systems, tailgate modules, spoilers, fender supports and rocker panels. These systems enhance passenger safety and are designed with the objective of helping A NEW ORGANIZATION FOR NEW ENERGIES In January 2022, New Energies became an independent business line by setting up its own organization and processes enabling it to adapt to the emerging market and to types of customers, sometimes very different from the Group’s existing ones (heavy mobility, public transportation, rail, etc.). Plastic Omnium Modules corresponds to the HBPO business line, joint venture 66.67% owned and controlled by Compagnie Plastic Omnium SE. HBPO is specialized in the development, assembly and logistics of front-end modules and extends its product offering to other parts of the vehicle such as the cockpit and the center console. The Group is a leader in its three historical business lines (IES, CES and HBPO) due to its innovation capacity (customized and multi-material solutions) and its expertise inintegrating new functionalities into its products to improve the safety,connectivity and environmental footprint of vehicles. With regard to New Energies (NE), which represents a new division since January 2022, the Group aims to be the leader in the hydrogen mobility market by 2030. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 131 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 The Plastic Omnium Group is organized around business line holding companies or country holding companies that hold the securities of local operating subsidiaries. The activity of these local operating entities primarily depends on their local market; therefore, they have the assets and liabilities necessary for their activity but they do not have strategic assets. Compagnie Plastic Omnium SE entities are directly or indirectly wholly owned or controlled by Compagnie Plastic Omnium SE, with the exception in particular of the following three entities, which are held jointly with partners. 4.2.1.2 CUSTOMERS The Group’s 93 customers are mainly located in Europe, the Americas and Asia. These are mainly the traditional OEMs, as well as emerging players in the electric or autonomous vehicles sector. BREAKDOWN OF GROUP REVENUE BY CUSTOMER 8% Others ● HBPO (see above); ● YFPO: joint venture 49.95% owned by Plastic Omnium Auto Exteriors 3% Toyota (holding company of the IES business line). The company is the Chinese leader in exterior body parts. Its 2021 revenue amounted to €569 million (Plastic Omnium’s share) generated in its 24 plants in China; 4% Hyundai Motor Company ● BPO: joint venture 50% owned by Compagnie Plastic Omnium SE. The 5% 26% Volkswagen Group company is the Turkish leader in exterior body parts and, as such, integrated into the IES business line. Its 2021 revenue stood at €19 million (Plastic Omnium’s share). Jaguar Land Rover - Tata Group 5% Ford In addition, Plastic Omnium Gestion centralizes the support and strategic functions for the Group, such as the Finance, Legal, Risks and Compliance, Human Resources, Sustainable Development and Information Systems Departments. It develops the policies, procedures and requirements which are then deployed locally and monitored through regular reporting to ensure consistency in management methods. Operational activities are managed by the Group’s local subsidiaries in order to ensure a presence as close as possible to the markets and an ability to respond to local requirements. 6% Renault Nissan Group 17% Stellantis 7% General Motors Group 9% BMW 11% Daimler 4.2.1.1 INTERNATIONAL PRESENCE Plastic Omnium confirmed its world leader position in its three business lines in 2021. Its international presence, close to its customers, gives the Group the responsiveness and adaptability necessary to meet the needs of these customers. Its network of 137 plants, spread across 25 countries in Europe/Africa, North and South America and Asia is a major advantage in retaining its leadership position. ● Clean Energy Systems has produced 18 million systems and holds a 21% market share, with the majority of its growth margin coming from the replacement of metal fuel tanks which represent 11% of the market. ● With 21 million bumpers produced per year, Intelligent Exterior BREAKDOWN OF ECONOMIC REVENUE BY REGION Systems holds 15% of the global market. ● HBPO delivered nearly 5 million front-end modules to reach an 18% Asia 19% 12% global market share. China For Intelligent Exterior Systems and HBPO, the main growth drivers are the outsourcing of those activities, today carried out partly by the OEMs themselves as well as its expertise in responding to increasingly complex demands such as the integration of electronic equipment. 7% Asia (exculding China) 2% Others 53% Europe 26% North America 132 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model To achieve this leadership position, Plastic Omnium chose to integrate the entire industrialization chain from research through to the marketing of finished products. Sales-production R&D PRODUCTION TRANSFORMATION OF MATERIALS DEVELOPMENT OF PRODUCTS FINISHED PRODUCTS DEVELOPMENT OF TECHNOLOGIES COMPONENT ASSEMBLY 4 PURCHASES 4.2.2 SUSTAINABILITY IN THE GROUP’S STRATEGY THE THREE PILLARS OF PLASTIC OMNIUM'S STRATEGY OPERATIONAL EXCELLENCE INNOVATION SUSTAINABILITY PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 133 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 revolutionary 4D imaging radar will, from 2025, enable to take a decisive step in the detection of obstacles by vehicles, for the benefit of safety. This new generation 4D radar promises a long-range ability to detect the vehicle environment (up to 300 m) and a resolution ten times greater than that of current radars, making it possible, for example, to distinguish a pedestrian from a biker, over a wide field of vision. It will replace several driving assistance sensors with a single 4D radar, resulting in savings in terms of production costs and integration into vehicles. 4.2.2.1 OPERATIONAL EXCELLENCE The Plastic Omnium’s ability to manufacture on a large scale and in a very short timeframe is one of the fundamentals of the Group’s success. Carried out on a daily basis by all employees, this operational excellence is particularly recognized by its customers. The Group ensures that the same standards are applied in all its plants. Today, two levers reinforce the Group’s operational excellence: Plastic Omnium has developed a feasibility study with one of its OEM partners on front bumpers incorporating up to 50% recycled plastics. These materials are subject to the same quality, safety and durability criteria as virgin plastic. The study showed that this concept meets all the conditions for mass production and commercialization. ● INDUSTRY 4.0: from predictive data management, process optimization, augmented reality and the internet of things, to team training and skills development: the challenges of digitization are numerous. From the operator to the plant manager, the teams invent the Plant 4.0 on a daily basis, and in line with the Plastic Omnium culture, with pragmatism and determination to improve the efficiency of production sites and help teams progress. In a highly competitive automotive sector, Industry 4.0 improves competitivness: costs, delays and quality while ensuring the Sustainable Development of the Company that generates a general increase in skills, a guarantee of staff employability; Following this work, another partnership was signed in 2021 with TotalEnergies on the development of plastic materials from recycled products. The ambition of this partnership is to work together on innovative materials to include them in Plastic Omnium exterior parts and to achieve up to 50% recycled content in these products by 2025 (compared to 10% today). ● OMEGA: launched in the first half of 2020, OMEGA is a major The development of innovative projects is also led by Plastic Omnium in relation to the expectations and needs of end users and city dwellers. HBPO has developed a ROLLO controlled shutter system, enabling intelligent air filtration combining air quality and energy saving for the vehicle. The ROLLO system operates in three modes: when the electric vehicle is charged, the system opens to cool the battery, it closes when driving to improve aerodynamics and reduce the vehicle’s consumption and, lastly, when traveling in densely populated urban areas, the system, combined with a new generation filter, filters out particles in the outside air. transformation project aimed at improving work processes and increase agility and competitiveness. Several projects will contribute to the final objective: digitization, data management, collaborative and industrial processes. All the Group’s business lines are involved, guided by a dedicated multidisciplinary team. 4.2.2.2 INNOVATION Innovation has always been a driver of the Group’s strategy. In 2021, an Innovation Director was appointed to Plastic Omnium’s Executive Committee. The materials and carbon footprint of Plastic Omnium products are also the subject of innovative Research and Development: tests on biosourced and recycled plastics, introduction of renewable raw materials in partnership with suppliers and the search for solutions to lighten the finished product and therefore the vehicle’s carbon footprint. All these multi-criteria projects aim to replace high-impact materials, reduce the complexity of materials to improve recyclability and reduce the final weight of the product. 2021 was marked by numerous strategic partnerships, projects under development and R&D projects in favor of sustainable mobility. Innovation projects make it possible to assess Plastic Omnium’s economic opportunities in the market for electric vehicles with rechargeable batteries and hydrogen. Among other things, the Group wants to increase the value proposition around the battery market for electric vehicles. Innovation is also at the heart of Plastic Omnium's project through the development of individual hydrogen vehicles. New Energies offers an alternative to the rechargeable battery in hydrogen vehicles, allowing the fuel tank to be recharged in a very short time. The innovations consist in controlling the pressure and deformation of the tank in all cases of use of the vehicle, including in the event of accidents. Plastic Omnium has mastered the safety of gasoline tanks for forty years and has used its expertise to develop high-pressure tanks that are secure (tightness, impact resistance, leaks). During the IAA (Internationale Automobil Ausstellung) last September in Munich, Plastic Omnium announced several innovations and partnerships that confirmed its broad involvement in the clean and connected mobility of tomorrow. Thanks to an exclusive partnership, Plastic Omnium and Greenerwave are joining forces to develop a new generation 4D imaging radar. Resulting from the cutting-edge technology of this start-up, which stems from the Institut Langevin and specializes in wave physics, and Plastic Omnium’s development and integration capabilities, this 134 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model For 15 years, Plastic Omnium has been working on diesel emission reduction systems with complete electronic management via integrated control computers. These skills, related to the management of a complete automatic on-board diagnostic system for safety and alerts, are thus being used for the development of batteries for electric cars. Plastic Omnium also works with universities, research laboratories and other key players on R&D and open innovation projects. All of these synergies are aimed at developing concrete solutions for the sustainable mobility of tomorrow. THE GROUP’S INNOVATION ECOSYSTEM UNIVERSITIES INNOVATION CHALLENGE 4 GLOBAL R&D CENTERS PARTNERSHIPS STARTUPS 4 VENTURE LABORATORIES/RESEARCH CENTERS Organization of the Sustainability Department 4.2.2.3 SUSTAINABILITY The Sustainable Development Department provides support to operations, for example by setting up and managing safety actions, integrating and deploying Climate objectives within the Group, engaging the value chain in the carbon neutrality approach and driving the Sustainable Development actions. The third pillar of Plastic Omnium’s strategy, sustainability, is at the heart of the Group’s projects. The position of sustainability EVP was created in the Executive Committee in January 2021. Faced with climate and environmental challenges, Plastic Omnium confirms its intention to be a key player in the energy transition of the automotive sector by accelerating its Sustainable Development strategy. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 135 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 SUSTAINABLE DEVELOPMENT DEPARTMENT OPERATIONS SUSTAINABLE DEVELOPMENT DEPARTMENT VALUE CHAIN SUSTAINABLE DEVELOPMENT DEPARTMENT NON-FINANCIAL PERFORMANCE AND SOCIETAL COMMITMENT DEPARTMENT • Is responsible for the Statement of Non-Financial Performance in the Universal Registration Document and monitors • Coordinates with the business lines the rollout of objectives concerning CO2 emission reductions in the value chain (Scope 3). • Coordinates with the business lines the operational rollout of the Group’s objectives for reducing CO2 emissions in the businesses (Scopes 1 and 2). regulatory changes. • Defines objectives related to the circular economy (optimization of resources, eco-design, improvement of product recyclability, etc.). • Responds to non-financial rating agencies and supports communication with investors on Sustainable Development. • Develops and coordinates the network of Sustainable Development ambassadors. • Leads the Group’s HSE approach and unites the network. • Leads and monitors the Group’s societal commitments (diversity, support for local communities, etc.), in collaboration with other departments (HR, etc.) and • Defines partnerships to support the Group’s Sustainable Development approach. monitors other Sustainable Development themes on which the Group must take a position Coordinates the Statement of Non-Financial Performance in the Universal Registration Document and monitors regulatory changes. ● Another measure that makes it possible to anchor Sustainable Development commitments at the heart of operations is the inclusion in the variable pay of criteria related to environmental, social and societal objectives: in 2021, all employees with a variable pay had a Sustainable Development objective in their compensation. examine and give the Board an opinion on the Non-Financial Reporting Directive provided for in Article L. 225-102-1 of the French Commercial Code. The ACT FOR ALLTM program From 2022, the Board of Directors is setting up an Appointments and Sustainable Development Committee composed of three members in which to focus on these issues. The Group formalized its commitment to sustainable mobility in a worldwide program called ACT FOR ALLTM . This program, aimed at achieving ambitious objectives, is steered by a dedicated committee bringing together the various Group entities and regular reporting. This ACT FOR ALLTM Committee, which meets two or three times a year, is comprised of members of the Executive Committee, Business Line VPs and heads of the Human Resources, Sustainable Development, Innovation and Compliance functions. This Committee will, among other duties: ● review the Group’s environmental, social and societal responsibility stakes at least once a year; “Sustainability is an essential element in our performance. Our ACT FOR ALLTM program structures our way of acting and interacting with our environment, for the benefit of more sustainable and connected mobility for all our stakeholders.” Laurent Favre, Chief Executive Officer of Plastic Omnium 136 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model THE AXES OF THE ACT FOR ALL™ PROGRAM RESPONSIBLE ENTREPRENEURSHIP CARE FOR PEOPLE SUSTAINABLE BUSINESS 4 Plastic Omnium is committed to preserving the planet for future generations. Plastic Omnium shares its corporate values globally. Plastic Omnium promotes its codes of conduct. • Health and safety at work • Talents & skills management • Diversity and inclusion • Business ethics • Responsible purchasing • Cybersecurity • Carbon footprint of the value chain (Top Planet and renewable energies) • Local sponsorship initiatives • Waste management • Eco-design and recyclability • Biodiversity The ACT FOR ALLTM program aims to mobilize all internal and external stakeholders around three areas: Pillar 3: Sustainable Business. Plastic Omnium strives to preserve the planet for future generations by reducing the impact of its businesses on the environment. Processes, from design to manufacturing, are reviewed in order to reduce the impact of its production methods and tools. On the product side, Plastic Omnium works to promote eco-design of its products and the development of clean mobility solutions. ● ● Pillar 1: Responsible Entrepreneurship. Plastic Omnium promotes flawless rules of conduct. Ethics are the pillar of its responsible performance; ● Pillar 2: Care for People. Plastic Omnium strives to provide safe, healthy and fair working conditions for all its employees and to offer them career and commitment perspectives. This focus also includes the Group's stakeholders and the initiatives led by Plastic Omnium in favor of local populations and minorities; All Group employees are involved in this program. The three pillars of ACT FOR ALLTM are rolled out operationally and actions are carried out daily on each of them. “Sustainability mobilizes our employees and partners in a process of continuous improvement. This is how we have been operating since our creation.” Félicie Burelle, Managing Director PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 137 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 More ambitious targets To integrate the roadmap on carbon neutrality and increase the Group’s social and societal ambition, such as actions in favor of diversity, markers for the ACT FOR ALL™ program actions have been revised and are presented in the table below. The indicators used to measure the progress toward these objectives will be monitored annually. 2021 Results 2025 Target Pillars Markers KPI 0.69(1) 85% <0,5 Safety Accidents with and without lost time - FR2 Health Percentage of sites supporting health initiatives 100% Diversity and Inclusion Percentage of women: - Engineers & managers 22% 26% 19% 25% 30% 25% - Group and Divisional Senior Executives - Managerial positions CARE FOR PEOPLE Local initiatives and sponsorship Promotion of youth employment Ergonomics Percentage of sites supporting local communities Number of interns, apprentices, and VIE 60% 875 - 100% 1,000 Percentage of positions with severe ergonomic constraints -50% vs 2021 Business ethics Number of employees trained / targeted 90% - >98% RESPONSIBLE ENTREPRENEUR- SHIP Responsible purchasing Based on an “IndueD” assessment for 95% of the purchasing base (in €), number of medium- and high-risk suppliers enrolled in a self-assessment initiative New indicator in the process of being defined (2) Top Planet Program Top Planet score 60% 80% Reduction in the Scopes 1 & 2 carbon footprint Scopes 1 & 2 CO2 emissions Scope 3 CO2 emissions -19% vs. 2019 -80% vs. 2019 (without offset) SUSTAINABLE BUSINESS Reduction in the Scope 3 carbon footprint -25% vs. 2019 -30% in 2030 vs. 2019 100% Development of sustainable mobility Number of sites with sustainable mobility initiatives at each site initiatives - (1) Group scope including minority joint ventures – FR2 IFRS scope = 0.88 (2) The Top Planet score incorporates ISO 50001 certification, monitoring of KPIs and associated progress plans put in place to reduce energy and water consumption and waste generation and recovery, as well as renewable energy projects 138 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model The ACT FOR ALLTM day These objectives have been broken down into four priority actions; The ACT FOR ALLTM day is an opportunity for all 31,000 employees (including temporary employees and subcontractors) to come together around the founding values of the ACT FOR ALLTM program. The 2021 edition took place on November 9th with the central themes of safety and climate change. An online “Serious Game”, available in 20 languages, was offered to Group employees with the aim of raising their awareness the major challenges of climate change and presenting them the actions implemented to achieve carbon neutrality. 1 REDUCE This involves reducing the electricity and gas consumption of the sites. The latter will be equipped with modernized, less energy-consuming equipment and consumption monitoring systems to reduce energy losses, which, coupled with employee awareness, will reduce electricity consumption by 10 to 15%. An investment plan, covering around 100 sites, is being rolled out by 2025. 2 REPLACE In a video, translated into 20 languages, Laurent Favre, Chief Executive Officer, Félicie Burelle, Managing Director, and David Meneses, Sustainable Development EVP, reaffirmed the Group’s commitment to achieving this objective. This involves replacing fossil energy purchases as much as possible with “green” energies (solar or wind) by installing equipment on sites or signing clean energy supply contracts. At this stage, 32% of the Group’s electricity purchases are renewable, five sites are equipped with solar panels or wind turbines and around 20 more will be equipped by the end of the year. Employees were invited to take part in a photo and video challenge, which was a great success. On-site activities were organized: safety stands, first aid training, risk hunting, waste collection, tree planting, etc. 3 COMPENSATE This involves offsetting the CO2 emissions that cannot be reduced by identifying projects that reduce CO2 emissions and which would not have been possible without the support of Plastic Omnium. Discussions are underway on projects that will have an impact on CO2 emissions in the value chain, such as the financing of electric charging stations or hydrogen infrastructure. A virtual space dedicated to the event, the Hive Sphere, allowed the sites to share, in real time, photos of the game sessions and activities organized locally. Ambitious targets to achieve carbon neutrality 4 COLLABORATE In December 2021, the Group announced its carbon neutrality roadmap to the management of all sites, the financial community and the press, as well as suppliers. The roadmap aims to achieve the following objectives: 4 For purchasing and logistics, the Group will favor suppliers who are themselves committed to managing their carbon footprint, to use less carbon-intensive, recycled or bio-sourced materials and clean transportation. ● reach carbon neutrality in Group's operations (Scopes 1 & 2) by 2025 (100% reduction in CO2 emissions); Plastic Omnium thus stands out for the very pragmatic approach that the Group has put in place to roll out the actions of its roadmap. ● reduce by 30% all Scope 3 emissions, upstream and downstream, by 2030; ● be completely neutral by 2050. These targets are aligned with those of the Paris Agreement aimed at limiting global warming to 1.5 °C. They were also validated by the Science Based Targets initiative (SBTi) in October 2021, a benchmark organization in climate science at world-scale. “The Group is stepping up its actions and making strong commitments for the climate and for more sustainable mobility” David Meneses, Sustainability Director PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 139 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 The objectives of the project are: New Human Resources strategy ● to support the implementation of Plastic Omnium’s purpose, strategic vision and values; Innovative and effective Human Resources management, development of employee skills and internal promotion of mobility improve team engagement and support talent retention. In May 2021, a new Human Resources strategy was put in place to support the Group’s transformation. This new strategy, to support an agile organization focused on its business lines, puts talent management, performance and organization at the heart of its actions. It also addresses the Group’s strategic pillars: Operational Excellence, Innovation and Sustainable Development. ● to build leadership and skills management that promote transformation and cultural change; ● to redefine and simplify the organization to promote performance and sustainable commitment. This point is developed by activity: the first impacted in 2020 were purchasing and product development. Then, in 2021, discussions continued, with the integration of the Finance, IT and Human Resources Departments. The objective is to make Plastic Omnium an employer of choice for its vision, leadership and employee experience by highlighting the development of skills as well as the diversity and inclusion of young people, women, different nationalities and cultures. In 2021, workshops were also offered to managers and transformation managers as part of the Omega project to strengthen technical skills related to lean management and finance and support them in the development of leadership adapted to industrial transformation and the increased requirements of these business lines. The workshops addressed the following topics: Three major axes make up this strategy: ● organizational effectiveness and business transformation; ● understanding global trends and identifying their current VUCA (Volatility, Uncertainty, Complexity, Ambiguity) environment; ● talent, performance and skills management; ● diversity and inclusion. ● analyzing the impact of the change on oneself, the team and the organization; The first priority, organizational efficiency and business transformation, is global and cross-functional. It structures all actions carried out by the Group’s Human Resources. ● describing normal and predictable reactions to change; ● identifying and adopting strategies and approaches to increase leadership effectiveness in times of change; Faced with the challenges of transformation, Plastic Omnium is pursuing an important project for the Group’s future: the Omega project, launched in 2020. ● communicating authentically and with impact on internal and external audiences in response to challenging situations. 140 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4.2.3 RELATIONS WITH STAKEHOLDERS Plastic Omnium conducts proactive and regular dialog with all its stakeholders to ensure that its actions have a positive impact on its ecosystem. Stakeholders Type of dialog Examples of dialog in 2021 ● Employees Social dialog, internal communication, video conferences, collaborative spaces, events, internal network, innovation competition, social networks and career website for future employees Act For AllTM Day on November 9 (3,700 teams of employees mobilized around a serious game on climate) More than 70 news items on the intranet 12 Meet the CEO sessions to allow employees ● ● to talk to Laurent Favre Performance reviews ● ● Labor unions and local and European representative Meetings, consultations, negotiation bodies 181 existing committees 248 agreements concluded during the year ● ● Board of Directors Board meetings Three discussions during the year on Sustainable Development topics, including the validation of the Carbon Neutrality roadmap at the end of the year ● Shareholders & Investors General Meeting of Shareholders, meetings with shareholders, shareholders’ newsletter, quarterly, semi-annual and annual publications, site visits, responses to financial and extra-financial rating agencies, meetings with financial analysts and investors (including ESG) 157 meetings with 905 investors and analysts ● Climate Market Day on December 8 announcing the Group’s Carbon Neutrality roadmap 4 ● Banks Annual reviews Regular meetings with international market players to analyze available sustainable finance tools ● Non-financial rating agencies Responses to questionnaires Site visits and ratings 8 ESG questionnaires completed ● Response to the CDP Climate questionnaire – Rating obtained: B ● Insurance companies Customers 89 site visits in 2021 – Potential risk downgraded by insurance companies ● Contracts, annual reviews, R&D partnerships, responses to Sustainable Development questionnaires, qualitative interviews See Integrated Report chapter 1 for commercial successes ● Suppliers Contracts, Suppliers’ Charter, partnerships, visits Partnership with TotalEnergies (recycled raw material) and McPhy (hydrogen projects) Supplier conferences on the Carbon Neutrality ● roadmap on December 14 ● Trade associations Participation in working groups Numerous attendance at AFEP, PFA and CLEPA meetings(1) ● Standardization body Participation in working groups focused on standards Participation in the AFNOR X35A standardization commission on the assessment of exoskeletons impact ● Research cluster Participation in projects Partnership with Greenerwave Feasibility study on front bumpers incorporating ● up to 50% recycled plastics Development of the ROLLO system by HBPO ● Presentation to Sciences Po and IDDRI(2) ● Schools and universities Partnerships, participation in events, site visits on the Carbon Neutrality roadmap Organization of meetings with female secondary ● school students to raise their awareness of careers in the automotive industry ● Organizations promoting societal commitment and Sustainable Development initiatives Membership, participation in working groups, patronage and sponsorship Member of EpE (Entreprises pour l’Environnement) in 2021 Member of the Hydrogen Council and the French ● National Hydrogen Council (1) AFEP: Association Française des Entreprises Privées. CLEPA: European Association of Automotive Suppliers. PFA: Platform for the Automotive Industry (PFA) brings together the automotive industry in France. (2) IDDRI: Institute for Sustainable Development and International Relations. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 141 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 4.2.3.1 MATERIALITY MATRIX OF EXTRA-FINANCIAL STAKES Plastic Omnium’s materiality matrix of risk and opportunity materiality matrix was first developed in 2017. In order to enhance its strategy to include its stakeholders’ expectations and to take into account the changes in the Group and its rapidly changing sector, it was updated in 2020. It enabled non-financial risks and opportunities to be defined based on the importance of these challenges for internal and external stakeholders and their impacts on Plastic Omnium’s overall performance. Initially, a sector-based documentary analysis, a peer-based benchmark and a consultation of internal support materials enabled pre-selection of the 20 most important extra-financial challenges for Plastic Omnium. The challenges were then prioritized by interviewing Plastic Omnium employees spread across all business lines and internationally and by conducting qualitative surveys with a panel of external stakeholders: customers, suppliers, associations, research centers, banks, partners and certification bodies. 5 Strategic CSR issues Moderately important CSR issues Important CSR issues Business ethics Product safety and quality / Customer satisfaction 4 Eco-design and reciclability Business continuity planning / crisis management Competitiveness Digitalisation Connected, autonomous and shared mobility Clean mobility Energy efficiency and CO2 emission Health, safety and working conditions Social dialogue Sustainable purchasing Skills and career management 3 Waste management Employee commitment Equal opportunities Relationship with local stakeholders Air quality Water management Biodiversity 2 Impact on Plastic Omnium global performance 3 1 2 4 5 Care for people Sustainable production Solutions for clean mobility Responsibility 142 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4.2.3.2 ANALYSIS OF EXTRA-FINANCIAL RISKS AND OPPORTUNITIES The selection of extra-financial risks that make up the Non-Financial Reporting Disclosure was made by determining their materiality, i.e. by defining why and how they are important for the Group. The consequences of the risks for the Group The risks analyzed by the Group and listed below address social, societal and environmental areas. The consequences for the Group of not mitigating them may be of the following nature: These are the main risks identified in: ● the Group risk mapping (see description of the risks in section 2, ● legal may involve contracts, entities, assets, intellectual property and compliance and may lead to convictions or financial sanctions, etc.; p.51). These risks are assessed on the basis of their probability of occurrence and the estimated magnitude of their impacts on the Group (in financial and reputational terms), after taking into account the measures adopted by the Group to manage these risks (net impact). ● financial may penalize the Company in its development; ● reputational may damage the Company’s image (talent flight, lack of interest from candidates, etc.); This concerns the following risks: ● organizational may be related to security or IT issues, for example; ● Occupational Health and Safety; ● environmental may have repercussions on ecosystems such as their pollution or non-protection, etc. ● Human Resources; ● Cyber risk/IS continuity of service – data protection: the impact of the risk was revised upwards; The consequences of risks on society and the environment ● Product safety-quality and customer satisfaction; In addition, each of these risks, depending on their typology and the issues involved, may impact one or more stakeholders: ● Responsible Purchasing/Suppliers; ● Human Rights; ● Impact of climate change on the business model (non-mitigation of Employees who may be affected in their physical and/or moral integrity, their commitment, their work-life balance, their effectiveness, their development in terms of skills, career or income, their motivation, the protection of their data and their representation. climate change): the risk has been revised upwards and is now one of the Group’s main risk factors; 4 ● Natural disasters. ● the materiality analysis of Sustainable Development issues carried out in 2020. These risks are assessed on two criteria: importance for each stakeholder and their impact (financial, organizational, strategic or reputational) on the Group’s overall performance. Subcontractors or suppliers who may be affected in their physical and/or moral integrity, their rights, the protection of their data, their development, etc. This concerns the following risks: ● Business ethics and tax evasion; Customers and end users who may be affected in terms of their physical and/or moral integrity, encounter problems of non-compliance, deteriorated customer experience or with the protection of their data. ● Eco-design and recyclability; ● Biodiversity. Some of these risks are found both in the materiality matrix and in the Group risk mapping and contribute to mastering the clean mobility challenge. People and the environment, which may be impacted by non-mitigation or non-adaptation to climate change, by pollution, failure to take the management of raw materials or biodiversity into account, etc. Some are also addressed in the Vigilance Plan. To achieve and implement effective mitigation measures, the analysis of these risks, published in the NFRD, was based on the principle of double materiality: ● the impacts that these risks may have on the Group; This analysis also makes it possible to understand the risks in terms of opportunities for Plastic Omnium and its stakeholders and to anticipate overall performance and resilience strategies. ● the impacts that these risks, if they are not mitigated by the Group, may have on society and the environment. In other words, this double materiality makes it possible to reveal the impacts of the environment on the Company and of the Company on its environment and to implement the associated mitigation measures and policy. Effectively and rapidly mitigating risks is a major challenge for Plastic Omnium because it can turn a risk into an opportunity and give the Group a competitive advantage. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 143 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 SUMMARY TABLE OF RISKS COVERED IN THE NFRD Risk impact assessment: Limited Significant Critical Mitigation measures for the Group and its stakeholders Link with the SDGs Description of the risk Stakeholders likely to be impacted Social stakes Monitoring indicators Pages Policies and procedures Monitoring KPI TF2: 0.88(1) 147 ● Personal Health and Safety Risks “Top Safety” health and safety Number of people trained in Stop 5 and Top Safety: 760 Percentage of workstations assessed: 98% policy ● Likelihood of employees and subcontractors being exposed to a dangerous situation (damage to their physical and/or mental health). ISO 45001 Health and Safety Management System Covid-19 protocol Workstation ergonomics procedures ● ● (assessment, anticipation, training, etc.) ● ● Human Resources risks Human Resources policy % of women in the workforce: 150 ● Talent identification methodology 26% ● ● ● talent and skills management OMEGA transformation project Number of interns, apprentices, ● Compensation policy risk of generating frustration among employees or dampening the Company's dynamism and performance interns and VIE: 875 Number of workers with disabilities: 421 Percentage of women in ● VIE contracts and partnerships ● with schools worldwide Diversity policy Mission for workers with disabilities in France ● ● ● employee engagement ● risk of reducing employee involvement equal opportunities management positions: 15.7% ● risk of discrimination social dialog ● risk of impacting the Company's productivity or development Societal stakes ● ● Risks related to business ethics and tax evasion Code of Conduct Code of Compliance Ethics Awareness Index: 89.5 159 ● Risk of fraud, corruption, conflicts of interest, insider trading, anti-competitive practices, etc. Risk of fraudulent intent or intentional harm in the field of taxation with competition law ● Corruption risk mapping ● Training ● Control and audit system ● Tax policy (1) IFRS scope - Tf2 Group scope including minority JVs = 0.69 144 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model Mitigation measures for the Group and its stakeholders Link with the SDGs Description of the risk Monitoring indicators Pages Stakeholders likely to be impacted Cyber risk – IT continuity of service – data protection Policies and procedures Monitoring KPI ● ● Information Technology Security External audits: 9 sites certified 161 Policy or recertified with the TISAX standard (Trusted Information Security Assessment Exchange) Risk of financial loss, business interruption or damage to a Company’s reputation due to IT system failures. ● Cybersecurity and GDPR training ● ● ● Product safety-quality and customer satisfaction risks Code of Conduct Operational excellence pillar in the Group strategy Quality approach Innovation approach Implementation and monitoring of certifications Internal audits and observations made by teams dedicated to compliance with quality protocols throughout the life of projects, at Plastic Omnium plants and suppliers’ sites Number of R&D centers: 31 161 ● Patent families filed: 57 ● Risk characterized by a deviation from expectation or set objectives. % of IATF 16949 certified sites: 97% ● ● ● ● 4 ● ● ● ● ● ● ● ● ● ● Responsible purchasing/supplier risks “Know our suppliers” approach ACT FOR ALLTM program Carbon neutrality roadmap Vigilance plan Number of suppliers passed 163 through the risk assessment system : 2,750 Supplier Ethics Index: 89% Risk of impacting the Group’s operational activities, performance or reputation through a failure in any part of the supply chain ● Supplier mapping EcoVadis assessment Supplier visits and audits Responsible Purchasing Charter Integration of CSR and business ethics clauses in supplier contracts Whistleblowing mechanism Conflict minerals policy ● ● ● ● ● Human Rights risk Signatory of United Nations Global Compact Fundamental Conventions of the International Labour Organization (ILO) Supplier Ethics Index: 89% 164 ● % of sites that proposed Risk of violation of fundamental human rights in the workplace or in the value chain an action in favor of the communities: 70% ● ILO Declaration on Fundamental Principles and Rights at Work, OECD Guidelines ● ● ● ● Vigilance Plan ACT FOR ALL program Conflict minerals policy Initiatives in favor of local communities ● Health campaigns PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 145 NON-FINANCIAL REPORTING DISCLOSURE Plastic Omnium's business model 4 Mitigation measures for the Group and its stakeholders Link with the SDGs Description of the risk Monitoring indicators Pages Stakeholders likely to be impacted Environmental stakes Policies and procedures Monitoring KPI ● ● Risk of the impact of climate change on the Company's business model (non-mitigation of climate change) “Carbon neutrality” targets CO2 emissions 165 scope 1: 75 kt eq CO2 scope 2: 312 kt eq CO2 scope 3: 32,339 kt eq CO2 and roadmap aligned with the Paris Agreement and approved by the SBTi in 2021 Risk of not implementing all actions to mitigate the impact of the Group’s activities and fight against global warming ● Top Planet Score: 60% Number of industrial sites equipped to generate renewable energy: 5 ● Sites' energy decarbonization policy ● (decarbonized energy, facilities to produce renewable energy, and PPA) ISO 50001 certification Scope 3 reduction policy by working ● ● on the value chain R&D on materials, bio-sourcing ● and research into replacing materials with low-impact products Life cycle analyses for Plastic ● Omnium's projects and products and those of suppliers ● Innovative partnerships ● Development of hydrogen energy for clean mobility ● ● Risk of natural/climate disasters (non-adaptation to climate change) Audits carried out by insurers Number of site visits by insurers: 89 173 Risk of being impacted by the consequences of climate change: increased costs (price of materials, insurance, etc.) and impacts on production (production stoppages, supply of materials, etc.) ● ● Eco-design and recyclability risk Life cycle analyses (LCA) 86% of waste is recycled or recovered 173 ● Development of R&D projects Risk of reducing the planetary capacity to respond to the growing challenges of mobility on alternatives to high-impact materials (plastics, carbon fiber, etc.) Risk of not reducing the Group’s environmental footprint ● Development of innovative solutions and partnerships to improve the effective recyclability of products Development of solutions ● to integrate more recycled materials into products ● Biodiversity risk Implementation of a biodiversity approach in 2022 Indicator in the process of being defined 176 Risk that the industrial or economic activities of the company impact other living species Risk impact assessment: Limited Significant Critical 146 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4.3 THE RISK MANAGEMENT AND NON-FINANCIAL REPORTING OF THE GROUP The actions to be carried out concern machinery and equipment, employees and managers, sites and projects, standards and management, and working conditions. 4.3.1 SOCIAL STAKES The HBPO integration plan is ongoing. Two pilot sites have been certified under ISO 45001 and the rollout of certification should continue in 2022. 4.3.1.1 RISK TO THE HEALTH AND SAFETY OF PEOPLE 2. Identifying, measuring and quantifying the risks related to safety and the environment in advance so they can be corrected. Risk description The “Six Non-Negotiables” are an essential part of the Group’s Safety Policy. They cover the rules regarding pedestrian traffic, wearing Personal Protective Equipment, industrial trucks, suspended loads, stop and start operations and working at heights. The occupational health and safety risk is the probability that an employee will be exposed to a dangerous situation during his or her occupational activity and suffer effects that are harmful to his/her physical and/or mental health. The zero-risk strategy deployed on the sites aims to carry out preventive actions as soon as possible and corrective actions immediately in the event of an accident. The risks of accidents or occupational illnesses may be linked to industrial activity and working conditions on production lines. Aware that this risk could have an impact on the health of people, employee engagement, social dialog and the attractiveness of the Group, as well as legal and financial consequences for the Group, Plastic Omnium places this issue at the heart of the Care for People pillar of its ACT FOR ALL™ Program. Safety risks are managed through daily monitoring of workplace lost/non-lost time accidents (LTA/NLTA), first aid, near misses and dangerous situations (without incident or accident). This reporting shows that the sites that have identified and worked ahead of hazardous situations have fewer workplace accidents. 4 Policies and procedures 3. Organizing and providing security training for staff. The “Top Safety” policy implemented to reduce this risk has proven its effectiveness year after year, with steady improvement in the key performance indicators. Thus, 96 out of a total 127 sites had no accidents in 2021, i.e. 76% of sites. Created in 2004, Top Safety training aims to operationally implement the safety policy, raise managers’ awareness of the issues and support them in adopting new behaviors. Top Safety visits are organized on a multi-year basis between managers and their employees in order to allow employees to express their views on the safety of their workstations and for managers to demonstrate their commitment through immediate corrective action. The Sustainable Development Department implements the Group Health, Safety & Environment (HSE) strategy defined by the Executive Committee to ensure the protection of employees, property and the environment. It steers and coordinates the HSE actions of the 4 business lines and leads the HSE network. Weekly meetings are organized with the entire HSE network to discuss best practices and feedback from the sites. These moments of exchange and dialog make it possible to act to achieve continuous, cross-functional and homogeneous improvement. In 2021, 35 Top Safety training sessions were organized (Morocco, Mexico, Germany, United Kingdom, Thailand, Slovakia, China, Poland, Spain, France, USA, Russia, Japan, Canada, Hungary, Brazil, Czech Republic) i.e. 523 employees trained. Occupational health and safety data is presented during ACT FOR ALLTM Committee meetings, which now include all of the Sustainable Development topics. In addition, in 2021, the integration of HBPO into the program continued, with the organization of Top Safety training courses in Canada, the Czech Republic, Germany, Hungary, Mexico, Slovakia and the United Kingdom. Furthermore, 19 Stop 5 sessions were organized (Argentina, Brazil, China, France, Spain, USA, Mexico, Thailand, Poland, Germany, Russia, Slovakia, Japan), i.e. 237 employees trained. At Plastic Omnium, safety is a subject for which everyone in the organization is responsible, from operators to Senior Executives. The Group’s policy is based on four pillars. Stop 5 training is dedicated to team leaders and all operational teams liable to work on the equipment, so that they may do so in complete safety. The number of safety training sessions is monitored on a monthly basis by each business line. 1. Defining and deploying the Safety management system applied by the business lines. ISO 45001 (Health and Safety) certification has been rolled out to all sites. In total, and despite the health crisis, 760 employees were trained in 2021, an increase compared to previous years. The number of certified sites has increased by 5% this year. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 147 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 NUMBER OF MANAGERS AND TECHNICIANS TRAINED TO TOP SAFETY AND STOP 5 With the support of the Group and in collaboration with Intelligent Exterior Systems, Clean Energy Systems carried out, for the first time, virtual reality adaptations for two employee awareness programs: the Stop 5 training and a module on the Six Non-Negotiables. These immersive scenarios enable employees to test, improve and better memorize the reflexes to adopt when faced with at-risk situations. 760 237 565 207 Two e-learning health and safety modules are included in the Welcome pack for new recruits. ● The HSE Awareness module is available in English and French. ● The How to improve Ergonomics module was translated into Chinese, Portuguese, Spanish and Polish this year, enabling this training to be offered in seven languages. 205 523 Technicians 358 87 (Stop 5 training) Managers (Top Safety training) 118 These two modules are self-service on the My Learning Place platform. 2021 2019 2020 4. Steering the key HSE programs and providing methodology support to the business lines (equipment compliance, field visits, chemical risks, asbestos, Top Planet program, fire prevention and protection). * Impact of Covid-19 on the organization of training courses HSE reporting data is completed monthly at plant and business line level, then consolidated at Group level. The monitored indicators include, amongst others, the number of workplace accidents (with and without lost time) and first aid, the accident frequency and severity rates, the progress of ISO 45001 certification, and the deployment of Top Safety training. NUMBER OF TOP SAFETY VISITS PER EMPLOYEE PER YEAR 3.03 2.53 2.39 All sites are involved and must identify the implications of the teams on each subject in addition to the program aimed at improving assimilation of safety, leadership and personal behaviors. Performance In 2021, the frequency rate (FR2) stood at 0.88 and the FR2 target of 1.3 for 2021 was largely exceeded. The Group has continued to improve steadily since the implementation of the Top Safety policy and confirms the 2025 target of a FR2 below 0.5. 2021 2019 2020 This good result is based on the robust performance of 96 sites that have had no accidents over the last 12 months. Some sites, such as the Bhamboli site in India, go further, counting more than 2,000 days without an accident. * Impact of Covid-19 on the organization of training courses ACCIDENT FREQUENCY AND SEVERITY RATES (TEMPORARY STAFF INCLUDED) 2019 1.22 1.85 0.02 2020 1.03 1.43 0.03 2021 0.63 FR1: Workplace accident frequency rate with lost time in number of accidents per million hours worked FR2: Workplace accident frequency rate, with and without lost time in number of accidents per million hours worked 0.88(1) 0.03 SR: Severity rate of workplace accidents in number of days lost per thousand hours worked (1) 0.69 including Joint Ventures. FR1 = Number of workplace accidents with lost time, including temporary staff × 1,000,000/number of hours worked. FR2 = Number of workplace accidents with and without lost time, including temporary staff × 1,000,000/number of hours worked. SR = Number of days of workplace accident-related lost time x 1,000/number of hours worked. 148 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group FR2 DIVIDED BY 10 IN EIGHT YEARS Training for ergonomics officers includes practical and theoretical sessions. This year, the training went further in terms of virtual immersion of work situations through video simulations, games and interactive videoconferences. These virtual and collaborative formats were perceived by the teams as having greater impact. 8.62 5.52 Clean Energy Systems has had two virtual reality rooms since November 2020 in its R&D centers in France and China. In 2021, 157 new workstations were analyzed. The local ergonomics officer then assesses the same situation in real life. A very close correlation was observed between the results obtained. This year, 97% of workstations have been assessed, almost reaching the target of 100% by 2025. 4.80 3.67 2.87 2.12 1.85 1.43 2021 Target At Intelligent Exterior Systems, a simplified diagnostic tool has been developed to enable operations referents to identify constraints related to workstations, whether they are postural or related to lifting loads. The deployment of this tool was supported by a training campaign so that the teams could score the workstations autonomously. The cognitive factors related to the interactions of individuals with a system or a product (perception, complexity of the work, stress, complex processes linked to the richness of the products, etc.) are included in the job analyses. All Intelligent Exterior Systems sites carry out risk ratings and 99% of positions had been assessed at end-2021. 0.5 2025 0.88 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 * IFRS scope - FR2 Group scope including minority joint ventures = 0.69 ERGONOMICS The ergonomics of workstations is an essential factor in reducing accidents and protecting the health of employees. Musculoskeletal problems are among the most widespread occupational illnesses for Plastic Omnium’s industrial businesses. The Group has therefore decided to make ergonomics one of the priorities of its ACT FOR ALLTM program. Moreover, Plastic Omnium pays particular attention to new products and actively monitors developments by participating in the INRS (French National Institute for Research and Safety) working group dedicated to exoskeletons. In addition, one of the Group’s ergonomists is an expert on the AFNOR X35A Standardization Commission, which is currently developing a standard on the assessment of exoskeletons impact. This standard enables smaller companies to benefit from the maturity and expertise of manufacturers such as Plastic Omnium. This collaboration also enables Plastic Omnium to interact with experts and monitor innovations in this area. Ergonomics is studied in two key areas: ● in prevention during the design of future workstations: each new machine is assessed according to ergonomic criteria before its installation on site; 4 ● in corrective measures on existing workstations when at-risk situations are detected: existing machines are assessed on site. The target is to have scored all workstations by 2025. Particular attention will be paid in the coming years to continuous improvement in workstation ergonomics. It is in this context that exoskeletons were put to the test at Intelligent Exterior Systems in 2021 in order to verify their suitability to meet the demands of Plastic Omnium’s operators, processes and products. These tests assess the cognitive and psychological aspects of the exoskeletons: team acceptability, practicality in use, impact on the operator of the load being supported differently. Communication campaigns were conducted involving the sites concerned and employee representatives before introducing an exoskeleton. Their use remains optional and on a voluntary basis with, as a principle, their staged introduction based on feedback from operators. Clean Energy Systems and Intelligent Exterior Systems teams include ergonomists responsible for rating workstations, identifying solutions and implementing preventive or, where appropriate, corrective measures. The networks of ergonomics officers (HSE network, Plant Managers, Department Managers, etc.) regularly exchange best practices through meetings and dedicated communication tools (newsletter, group on the “HIVE” Corporate Social Network). Ergonomics 2019 79% 19 2020 90% 18 2021 98% 14 Percentage of workstations assessed(1) Number of occupational illnesses declared Number of occupational illnesses recognized 8 8 9 (1) Workstations assessed for Intelligent Exterior Systems and Clean Energy Systems. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 149 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 THE GROUP FACED WITH HEALTH CRISIS AND COVID-19 The commitment and development of each employee and teams are key to the Company’s success. In the face of the Covid-19 pandemic, Plastic Omnium implemented, early 2020, a health protocol to guarantee the protection of its employees. Many functions in the Group are involved in this area: This success also depends on mixed, multi-generational teams with different cultures. Enhancing equity, equal opportunity, and enabling everyone to learn and progress within the Company improve the Group’s performance. ● the HSE and Human Resources functions are responsible for ensuring the health and safety of employees as well as the good working conditions by regularly updating the protocols to be followed and by meeting the needs for PPE (Personal Protective Equipment) dedicated to anti-Covid protection; Respecting social dialog is fundamental in a company. Failure to do so impedes consultation and blocks decision-making within the Company. TALENT AND KEY SKILLS MANAGEMENT ● the Supply Chain functions are responsible for liaising with suppliers to ensure the delivery of products and the restart of businesses. Risk description The teams have shown great adaptability and a strong commitment in order to ensure the continuity of service of operations in all of the Group’s business lines and activities. The mobility sector is facing a transformation that makes skills management strategic. In this context, Human Resources must anticipate changes in business lines, but also implement specific actions to develop the skills of employees and meet the talent needs required for the Group’s growth, failing which it risks: Protocols have been established to specify the rules to be followed by an employee when carrying out his/her work (during meals and in the cafeteria, organization of travel, meeting rooms, workstations and workshops). They also cover the rules to be followed when an employee presents symptoms of Covid-19, the daily audit systems, the standards to be applied for cleaning and the level of training/information to be given to employees. ● dampening the dynamism and performance of the Company and its adaptation to changing markets; ● losing talent and penalizing its attractiveness. Failure to take this risk into account would not allow the Company to adapt to its market trends. It would also be a source of frustration and discontent on the part of employees. In 2021, a gradual protocol exit plan, in several phases, was established in order to adapt the measures according to the local health context (with weekly feedback). It complements the local regulations in force. Policies and procedures The Group has chosen to continue the anonymous and confidential psychological support hotline set up in all countries during the Covid-19 crisis in 2020. This action is part of the “Care for people” axis of its ACT FOR ALL™ program. In order to organize and manage current and future skills needs, Plastic Omnium worked in 2021 on the implementation of a common process and methodology for all business lines. The actions taken aim to: This free, anonymous and confidential helpline is accessible to all employees and adult members of their families. In order to make the system easy to use, it is now available in 15 languages. ● identify talents at all levels of the Company (country/region/division/Group) and, depending on the aspirations of each employee and their potential career path, implementing appropriate development programs; In 2021, 135 people used this system. ● ● ● target the talent search for leadership and expert positions; strengthen the succession plan for key positions; increase support for tomorrow's leaders. 4.3.1.2 HUMAN RESOURCES RISKS In a rapidly changing sector such as the automotive industry, attractiveness and retention of key profiles and skills are the main risks factors. Discussions were also conducted in 2021 on building a skills management program tailored to new needs. This cross-functional program aims to improve individual and collective performance, identify the rapid development of professions, share knowledge and develop a learning spirit. FOCUS ON CLEAN ENERGY SYSTEMS In 2021, Clean Energy Systems completed more than 90% of its skills mapping by job type and put in place a training plan that was rolled out in the three regions it covered 70% of needs. Nearly 400 managers, engineers and technicians were accordingly trained. 150 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group ● In addition to this skills management process, Plastic Omnium offers programs to support and accelerate the development of its talents: Leading Success, for managers, and Booster have been postponed until 2022 due to the health crisis. ● Starter: a program whose objective is to develop young talents and Two other modules complement these programs: extend his/her internal network. It is based on meeting people, sharing best practices, an initiation to finance, human resources management and strategy. This program has been adapted to meet sanitary requirements; ● Leadership & Diversity: raising awareness of the value that diversity brings to business, understanding the mechanisms, conscious or unconscious, that impact the development of a culture open to diversity. In 2021, one-third of Senior Executives took part in workshops on this topic; ● Driving Success: a program offered to all new managers, which helps to create a common management culture; ● Leading in a Changing Environment: introduced in 2021, this module ● Leading Manufacturing for plant managers and future plant managers. helps to strengthen leadership in a changing environment. Five This program has been redesigned as a nine-month learning experience combining classroom and remote learning activities. Some 40 plant managers joined this learning community in 2021; sessions of this workshop were attended by 50 participants. FOCUS ON INTELLIGENT EXTERIOR SYSTEMS Intelligent Exterior Systems aims to update the skills of employees working in the main areas of manufacturing: injection, painting, gluing and assembly. This approach, undertaken as part of the strategic management of the workforce (the French “Predictive Management of Jobs and Skills” – GPEC) strengthens current professional knowledge to guarantee the Group’s operational excellence. This new training system will first be rolled out at the French sites and then extended to other countries, starting with Spain, the United States and Germany. 4 PO ACADEMIES In 2021, a new program specially designed for technical and manual professions was developed: the PO Academies. In order to remain leader, Plastic Omnium needs to constantly develop the knowledge and skills related to the industrial processes that constitute its core business. Operational excellence, product quality and customer satisfaction are closely linked to this. The objective will subsequently be to define the target organization to be put in place to improve operational efficiency. On each site, a referent person has been appointed to train technicians and operators. From December 2021 and over several weeks, these people will be trained by an external partner, and will then help adapt the program to the local situation in the field. The first training sessions will be provided from spring 2022 to employees, whether they are operators, preparers, technicians or injection coordinators. Plastic Omnium’s development in hydrogen mobility has also led to the definition of new positions that require specific expertise. Finally, one of the major projects of 2021 was the complete digitization of the training plan, from training requests to their realization. Formerly manual, this process is becoming more efficient and transparent as it allows managers to monitor the progress of training projects in real time. This standardized organization is being rolled out at 28 sites, covering half of the Group’s managers. In order to offer immersive training, Plastic Omnium provides more and more virtual reality training. Training on the six non-negotiable health and safety issues has been adapted to this new method and other training projects are under development for 2022. Performance The total workforce was down slightly in 2021 due to the semiconductor crisis, which has led the Group to adapt its needs. This very specific context is not representative of the commitments made by the Group on hiring. For example, New Energies, which will be an autonomous business line from 2022, has a strong need for new skills. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 151 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 TOTAL WORKFORCE OVER 10 YEARS(1) 27,301 26,924 26,419 26,583 25,828 25,046 20,097 18,846 18,956 17,855 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 WORKFORCE BY SOCIO-PROFESSIONAL CATEGORY IN 2021 23% 56% Managers Manufacturing workers 21% Administrative staff, technicians and supervisors (1) IFRS scope excluding minority joint ventures. 152 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group TRAINING 2019 39 2020 37 2021 37 Training commissions Number of training participants 169,849 7.3 114,394 5.1 117,992 5.4 Number of training sessions per employee per year TOTAL TRAINING HOURS 510,634 22 326,258 14 386,352 18 Training hours per year per employee TOTAL EXPENDITURE ON EXTERNAL TRAINING BODIES (IN THOUSANDS OF EUROS) 5,208 2,597 3,650 Career paths and career plans are developed with employees during Development Reviews, held at any time of the year. They are an opportunity to take stock of training courses, job changes, internal promotions, and mobility between business lines and geographic locations. revised the operational performance assessment system to embed a stronger, more objective and transparent recognition culture. The objective review process has been standardized and homogenized across the Group, based on the principles of peer-to-peer assessment and real-time performance monitoring. The previous system, which provided an annual review of results, has been replaced by an agile assessment based on organizational needs and areas of employee expertise. It is now possible to modify and evaluate objectives throughout the year, in line with the Group’s strategic objectives, and in order to adapt to the changing environment in which the industry operates. Plastic Omnium’s development in hydrogen mobility has also led to the definition of new positions that require specific expertise. The internal mobility program has been structured to allow inter-business lines mobility. A Mobility Committee was set up for this purpose in November 2021.There was a decrease in mobility in 2020/2021 linked to the sanitary crisis. The setting of individual targets is aligned with the Group’s strategic pillars. They are divided into five categories: 4 ● Quality and safety; MOBILITY RATE FOR MANAGERS ● Corporate social responsibility; EMPLOYEE ENGAGEMENT ● Leadership; Risk description ● Operational excellence; A company that does not generate and cultivate employees' commitment risks developing a feeling of frustration among its employees. This can lead to a decrease in employee involvement which causes them to stray from their objectives, impacting the overall performance of the Company. The teams and their commitment are an element of differentiation and a vector of success. ● Innovation and digitization. Compensation is also one of the key ways to attract and retain talent. The compensation policy is based on fairness and equality, with objective criteria, leaving no place for discrimination of any kind. Although low, as demonstrated by the good scores in the Gender Equality Index of French entities (between 84 and 94 out of 100 depending on the entity), pay gaps are analyzed and action plans are put in place to gradually reduce them. Average wage levels are generally higher than the legal minimums. Policies and procedures Benefiting from a rich career path within the Group is one of the drivers of employee commitment and performance for the Company. For this reason, it was decided to create a special opportunity for looking at the aspirations and development of each employee, with the implementation of the Development Review, in addition to the Performance Review. This key review can take place at any time of the year. It is a special meeting between each employee and their manager, who helps in its implementation and recognition. This involves the employee and manager jointly defining an individual development plan based on the professional aspirations of each employee and the opportunities within the Company, such as possible mobility between business lines or in different regions. Plastic Omnium offers additional benefits locally, such as collective incentive policies, sickness cover and a Group Savings Plan. At December 31, 2021, the Group Savings Plan set up in France had 1,816 employee subscribers, holding a total of 1,463,967 Compagnie Plastic Omnium SE shares purchased on the market, representing 0.99% of the share capital (see section 3.6 Shareholding structure of Compagnie Plastic Omnium SE). Lastly, Plastic Omnium is committed to creating a pleasant and caring working environment, both in plants and in offices: creation of landscaped open spaces, new offices and ergonomic chairs. “WELL” certification is once Levallois head office will have been upgraded. Recognizing the contribution of each individual to overall performance is also essential. For this reason, in 2021, Plastic Omnium completely PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 153 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 Performances MANAGER TURNOVER RATE 2019 2020 2021 Management turnover rate 14.57% 9.95% 13.82% The economic recovery and the dynamism of the market in 2021 resulted in an increase in the turnover rate this year. Absenteeism is also a key indicator to measure employee engagement. Within the Group, absenteeism remains at a very low level despite the Covid-19 health crisis. ABSENTEEISM RATE BY REASON 2019 0.02% 2.71% 2.73% 2020 0.04% 2.54% 2.58% 2021 0.04% 2.77% 2.81% Absenteeism rate due to workplace accidents Absenteeism rate due to other causes TOTAL ABSENTEEISM RATE In order to measure the effects of Group's programs and initiatives on employee engagement, in 2021 Plastic Omnium worked on a new internal survey that will be rolled out in 2022. The survey will look at the needs and expectations of employees, measure commitment via a recognized indicator (Employee Net Promoter Score – ENPS), while identifying potential drivers for improving the employer brand. Such discrimination can have a number of consequences for a Group like Plastic Omnium: ● deprive the Company of the wealth of diversified talents representative of society and have an impact on its overall performance; ● cause a decline in the commitment of employees, who may feel negatively impacted or penalized by this discrimination; In parallel, and in order to conduct discussions on the strategic changes to be made, working groups involving Plastic Omnium’s top management (the Group’s 70 most senior executives), launched in 2020, continued in 2021. Discussions focused on the following priorities: ● generate penal and financial penalties in cases of proven discrimination. ● diversity; Policies and procedures ● market fragmentation; The diversity of talents and profiles within the teams is part of the richness of the Group. Plastic Omnium recognizes the need to provide an inclusive work environment for all employees, with particular emphasis on promoting the employment of young people, developing carrers for women and integrating workers with a disability. ● carbon neutrality. Each of these topics is covered by a dedicated operational roadmap: ● the subject of diversity is broken down into a plan aimed at raising awareness among all employees of its value, and encouraging local actions. It also supports the WoMen@PO network of internal employees dedicated to the development of gender diversity within teams and the professional development of female employees within the Company. The Group’s commitment to the United Nations Global Compact in 2003 was the basis of its Diversity Policy. The fight against all forms of discrimination is regularly reaffirmed. It is incorporated into the Code of Conduct. Initiatives for women and young people are also markers in the ACT FOR ALLTM program. ● as the automotive sector evolves differently in different regions, this requires the Group to continue to adapt its organization to maintain its operational efficiency; Plastic Omnium is convinced that diversity and inclusion are the source of better ideas and innovations that improve business performance. This is a major focus of its strategy, and is reflected in quantitative objectives throughout the organization and the implementation of an inclusive working environment. ● the carbon neutrality roadmap was unveiled in December 2021 with operational targets extending to 2030. EQUAL OPPORTUNITIES/DIVERSITY AND INCLUSION Diversity must be integrated into the corporate culture. This is why Plastic Omnium has developed a training plan to counter misconceptions and cognitive bias on these topics. The Group also wants to promote internal mobility and career opportunities for women by favoring local initiatives. Risk description Generating voluntary or involuntary discrimination could penalize overall performance and make career opportunities more difficult for certain populations (minorities, people with disabilities, women, young people). This also prevents the creation of a favorable environment for the long-term integration of these populations. Plastic Omnium also developed a gender parity performance index in 2021. Created to assess the wage gap, it will then be shared with all employees and, following its analysis, which began in July 2021, an action plan will be drawn up to eliminate the differences observed. 154 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group At the same time, the Group aims for women to comprise 25% of the permanent technical and engineering workforce by 2025. Four specific areas have been identified to increase the proportion of women in this population: Career development for women In order to improve the place of women in the Group and the industry, Plastic Omnium has set itself several objectives by 2030: ● 30% women in the Group; ● encourage external recruitment and reach 30% women in new hires in ● 30% of engineers and managers are women; these professions by 2025; ● 40% women in Executive Commitees (Group + Business line). ● ● ● promote internal mobility and enable at least one female employee to apply for each job offer; Three areas of focus have been set to achieve these targets: take action to retain female technical profiles and aim for zero voluntary departures from these positions; ● identify and promote female profiles likely to match vacant management positions; accelerate acculturation and eliminate entry bias through a specific training cycle for managers and engineers. ● raise awareness among all employees of the benefits of a more diverse management team; Emphasis will also be placed on recruiting young talent through initiatives such as “Elles bougent”. ● support women from their arrival in the Group and develop appropriate career paths. BREAKDOWN OF WOMEN BY SOCIO-PROFESSIONAL CATEGORY 2019 5,956 25.7% 1,100 21.2% 48 2020 5,888 26% 2021 5,737 26% Number of women Proportion of women in the Group Number of women managers & engineers (M&E) Proportion of women at M&E 4 1,121 21.6% 53 1,136 22.2% 60 Number of women directors Proportion of women directors 13.7% 156 14.7% 111 15.7% 163 Number of women M&E hired during the year Proportion of women M&E hired 25.3% 28.5% 27.1% * indicator that will no longer be monitored in 2022. In view of these commitments, several actions were completed in 2021. focused on developing the potential of female profiles, which will also be launched in 2022. The Group’s Executive Committee is composed of 13 members, including five women, i.e. 38%. The Group has implemented Diversity objectives in its various governance bodies and for its managerial staff. The number of women in all management grades increased in 2021.Plastic Omnium took part in the Women Automotive Summit organized by the Women Automotive Network, which took place in June via a digital platform. This international event on the inclusion of women in the automotive industry brought together more than 6,000 people. The Group’s participation took the form of discussions between industry professionals on diversity and technology. Employees feedbacks were very positive and the Group plans to renew its participation in 2022. Partnerships with associations are an interesting lever to help change clichés and stereotypes. Plastic Omnium’s female employees, sponsors of the Elles Bougent association, promote technical and engineering careers among young women in order to attract them to scientific trainings and careers. During the tenth edition of the Industry Week, on the theme “Inventing a sustainable future”, Laurent Favre, Chief Executive Officer, Félicie Burelle, Managing Director, and the association Elles Bougent, invited girls nearing the end of middle school from the Theodore Monod College in Gagny to visit Plastic Omnium’s head office. On this occasion, Plastic Omnium had the honor to welcome Agnès Pannier-Runacher, Deputy Minister to the Minister of the Economy, Finance and Recovery, in charge of Industry, and Céline Calvez, member of Parliament for 5th Hauts-de-Seine district. The aim was to raise awareness among schoolgirls of careers in industry, to encourage them to choose technical or engineering professions and enable them to discover the key professions that will contribute to tomorrow’s sustainable mobility. In France, the internal WoMen@PO network, launched in April 2019, brings together 180 women and men wishing to raise awareness among their colleagues and generate dialog on the subject of diversity and inclusion. They are supported by three sponsors belonging to the Group’s Executive Committee. This year, the program was extended to Asia, at a large online event bringing together more than 300 employees in seven countries, as well as in the United States. The extension to Spain is scheduled for 2022. A Group coordinator has been appointed to lead the program. Performance A new program of sponsorship by members of the Group's Executive Committee will be launched in 2022. The Executive Committee members will support ten high-potential female employees in this way through training and monthly discussions. The mentored employees will be chosen using the People review program for a period of 12 to 18 months, allowing for rotations. At the same time, the Group has created a new program The four French entities calculated their 2021 Gender Equality Index (based on 2020 data), which has been mandatory in France since the start of 2019. Three entities out of four scored of between 93 and 94. The fourth had a score of 84, up by four points from 2021. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 155 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 ● The identified areas for improvement confirm the main direction taken by the Group over several years: the promotion of women to management roles. in France, with École Centrale Lyon and with Raid Centrale Supélec. Plastic Omnium is also the sponsor of the 2020-2021 “Plastronics Project Manager” class developed by INSA Lyon, CPE Lyon and the foundation for the Lyon's University; Plastic Omnium’s commitment to supporting women’s careers is noted: ● ● ● in England, with Burton and South Derbyshire College; in the United States, with Kettering University in Michigan; ● Joint first place in the report on the proportion of women in SBF 120 governing bodies (automotive industry). ● For the second consecutive time, winner of the Diversity Awards – “progress in France” category – organized by the WAVE – Women And Vehicles in Europe Association of which Plastic Omnium is a partner. in Slovakia, with STU-Slovak University of Technology at Bratislava, the team of students of Bratislava STUBA Green Team in the field of automotive sport and the Silesian University of Technology in Gliwice; ● ● ● in Poland, with the Lublin University of Technology; in Romania, with the University of Pitesti; BREAKDOWN OF EMPLOYEES BY GENDER AND AGE BRACKET in India, with the CADCAMGURU Solutions Pvt. Ltd training provider. Men Women The Group took part in events for young people: > 65 years 61 to 65 years 56 to 60 years 51 to 55 years 46 to 50 years 41 to 45 years 36 to 40 years 31 to 35 years 26 to 30 years ≤ 25 years 0.2% 0.1% 2.5% 1.8% ● a new creative project was launched in 2021 with the CREAPOLE design school in Paris. Students were challenged to identify innovative solutions for materials and in particular the use of plastic in the automotive industry. Three projects were selected by Plastic Omnium’s teams. The winners are spending six months in the ∑-Sigmatech R&D center to explore and deepen the scope of research on these new materials; 8.1% 7.2% 10.6% 13.1% 15.3% 11.5% 12.9% 13.1% ● a meeting was held for the first time this year between the HBPO teams and students and young graduates of Walsh University in the United States; ● the Group took part in the virtual event MonJob@FuturAuto organized in November by the Société des Ingénieurs de l’Automobile to present its business lines and skills requirements; 16.1% 17.5% 14.2% 14.9% 15.2% ● for the second year in a row, Plastic Omnium sponsored a team of high school students from Oakland Schools in Michigan (USA) to participate in the “FIRST” robotics competition. 13.5% 6.2% 10 8.2% Performance 20 15 5 0 5 10 15 20 The Group continued its policy of recruiting interns and apprentices this year. Thus, 875 interns, VIEs and apprentices were welcomed and supported in 2021, i.e. 71 more than in 2020 thanks to policies to recruit young people on work-study contracts. In ten years, more than 400 young talents have taken part in the Group’s international VIE program. Plastic Omnium won a prize in the Large Enterprise category of the “Grand Prix VIE” organized in July 2021 by Business France, MEDEF and the CCE (French Foreign Trade Advisors). Moreover, there were no incidents of discrimination to report in 2021. Promotion of youth employment Strengthening its appeal to young people in order to attract the talent needed to achieve Plastic Omnium’s ambitions is a key pillar of the Diversity Policy. As such, the Group frequently meets students in schools and universities. Partnerships are thus set up with schools developing the Group’s strategic skills: 2019 2020 2021 Target 2025 Number of ongoing interns/VIE/apprentices 816 804 875 1,000 continue actions and anchor a long-term policy in France to support the employment of people with disabilities. This is an agreement approved by the DRIEETS (Regional Interdepartmental Department for the Economy, Employment, Labor and Solidarity); its approval was issued by the Departmental Employment Commission on October 19, 2021. Workers with disabilities For several years, the Plastic Omnium Group has chosen to promote strong diversity within its Company. Diversity is an asset and contributes to better overall performance. In November 2019, Plastic Omnium also signed the Manifesto for the Inclusion of People with Disabilities in Economic Life(1). In keeping with one of the commitments made at the signing of this manifesto, the Plastic Omnium website was revamped in 2021. In this context, Plastic Omnium directed its teams to design an accessible website, in accordance with Article 47 of French law no. 2005-102 of February 11, 2005 for equal rights and opportunities, participation and citizenship of people with Policies and procedures Following a four-year agreement with AGEFIPH (Association de Gestion du Fonds pour l’Insertion Professionnelle des Personnes Handicapées), an agreement on the inclusion of people with disabilities was signed in September 2021 by all trade unions representing the Group in France for the period from 2022 to 2024. This agreement should make it possible to (1) https://handicap.gouv.fr/le-manifeste-inclusion-enclenche-une-nouvelle-dynamique 156 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group disabilities. The aim is to make content available to as many people as possible, regardless of the hardware or software they have, their network infrastructure, their geographical location or their physical or mental skills. The Group is committed to making regular corrections to future content, in order to improve the internet experience of users with disabilities (visual, hearing or cognitive impairments, motor disabilities). European Week for the Employment of People with Disabilities and enables pairs of people with disabilities and volunteer professionals to be trained together. This year, the day was held in person on the Group’s sites. Three pairs from two sites were thus able to be involved; a total of 19 employees volunteered. To build a more inclusive company, it is important to support teams on the issue of disability. In 2021, the training of key players involved employee representatives. Twelve representatives were trained in the spring to participate in the negotiations on the Plastic Omnium Disability Agreement. In France, Mission Handicap, part of the Human Resources Department, works to include more people with disabilities in the workplace. It relies on a network of contacts at each French site. The people in charge of the disability policy are organized according to a dedicated governance: Recruit and ensure job retention ● one full-time person within the Group’s Human Resources Department and one contact person per site within the Human Resources team; In order to promote the recruitment of people with disabilities in France, several actions were implemented in 2021: ● ● relays within the HSE, Health (nurses, social workers) and management organization of recruitment-related workshops (preparation for teams and the employee representative bodies; interviews, CVs, presentation of the Company’s business lines, etc.) for young people with disabilities; ● inclusion of external partners: Occupational Health Services, Cap Emploi, etc. ● drafting of a best practices' sheet for managers on the hiring and integration of new employees with disabilities; Plastic Omnium’s Mission Handicap France focuses on the following five areas of intervention: ● publication of job offers on a specialized job board for people with disabilities in France (www.handicap.fr); 1) employee training and awareness; 2) job retention; ● launch of a mentoring initiative between Plastic Omnium France employees and students with disabilities. This mentoring takes place over a period of one year with several hours of support each month. 3) recruitment of new employees with disabilities; 4 4) purchases from ESAT (French Establishment and Work Assistance Service) or EA (Adapted Enterprise) suppliers; These efforts led to the hiring of three people with autism spectrum disorders. Awareness-raising was conducted among the teams prior to these recruitments and a specially adapted integration process was implemented. 5) management and monitoring of the disability policy in France. Plastic Omnium works on a multidisciplinary basis to seek solutions to keep its employees, particularly those who declare themselves to be disabled, employed. Job retention thus involves the HSE teams, including ergonomists, the Mission Handicap, occupational health services, social workers, Cap Emploi and other outside experts. Working groups with ARACT (Regional Agency for the Improvement of Working Conditions) were also organized at the Hauts de France region sites in 2021. Inform and raise awareness Raising awareness is one of the key success factors in building a culture that promotes diversity, particularly by removing conscious and unconscious bias. In this regard, several actions were carried out in 2021: ● discovery of a quarterly theme on disability: autism spectrum disorders, disability sport, cancer and work, and musculoskeletal disorders (MSD). These themes are communicated via posters, videos and a practical guide; Encourage purchases from the sheltered sector Purchases from the protected and adapted sector are also an essential means of supporting the employment of workers with disabilities. All French sites work with ESATs – the French Work Assistance Establishment and Services – or EAs – Adapted Enterprises. Plastic Omnium spends more than €2 million each year with around twenty suppliers in areas such as printing, maintenance of green spaces and branding of promotional items. The aim is to diversify and strengthen the services purchased. 2021 was marked by the renewal of a beam supply contract with the supplier AMIPI-Bernard Vendre Foundation. ● video testimony of an autistic employee posted on the intranet and relayed on social networks; ● webinars on digital accessibility for tertiary sites; ● publication of articles on the intranet, display screens in break rooms on Plastic Omnium sites; ● publication of an article in the internal global newspaper “Optimum”, on the contract signed with the supplier Amipi-Bernard Vendre (Adapted company). Buyers were made aware of the protected sector through two presentations were organized in 2021 to introduce them to specialized purchasing networks for the protected and Adapted Work Sector. UNEA (which comprises Adapted Enterprises) and GESAT (which brings together the French Work Assistance Establishment and Services and Adapted Enterprises). An awareness campaign was launched for the European Week for the Employment of People with Disabilities (SEEPH) from November 15 to 21, 2021, on the theme of inclusive behavior and the new Group Agreement in France for the inclusion of people with disabilities, effective January 1, 2022: posters, brochures, information meetings, escape games, role plays, etc. A partnership was also signed in 2021 with the GESAT network for various services including unlimited access to the directory of all ESATs & EAs in France in order to consider new collaborations with a panel of suppliers in the sector. Plastic Omnium has renewed its participation in the DuoDay that took place on November 18 and was an opportunity to include people with disabilities in the corporate world. The DuoDay is carried out as part of the PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 157 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 Each site has various initiatives: the α-Alphatech and Σ-Sigmatech sites have brought in an external service provider to raise awareness among employees and offer personal support to employees who so wish. In 2021, Σ-Sigmatech employees also took part in a fundraising campaign to finance the manufacture of connected glasses by the start-up WY-ES, which enable patients with locked-in syndrome to communicate with their families. Plastic Omnium added a matching fund to the pot and the check was handed over on November 22. Performance WORKERS WITH DISABILITIES 2019 377 49 2020 393 40 2021 421 55 Number of workers with disabilities Workstations adapted for workers with disabilities Number of workers with disabilities recruited in the year 29 21 28 particularly when the business shutdowns were not or only partially compensated for by the public authorities. In 2021, the Group also had to put in place, in consultation with employee representatives, measures to adapt to the “stop and go” of customer production linked to the semiconductor supply crisis. These constant adjustments and this flexibility are monitored within each business line. SOCIAL DIALOG Risk description Social dialog concerns collective bargaining in which employees are informed and consulted. The absence or poor management of social dialog impacts the Company’s productivity. For activities that allow this, the Group has defined the principles of teleworking and, in 2021, initiated negotiations or consultations with employee representatives and trade unions in the various countries. The agreements or charters implemented comply with the principle of a dual voluntary service on the part of the employee and their manager. Each site has then the opportunity to adapt this base according to local constraints and different business lines. The employees impacted can have up to two days of teleworking per week. The Group has also taken care to maintain and promote a teamwork dynamic, particularly after periods of confinement during a physical return to work. Failure to facilitate social dialog within the Company can lead to a loss of cohesion and harm the development of a sense of belonging. The poor management of social dialog can also hinder the development of the Company, which is required to consult social bodies on certain economic and social issues. Policies and procedures Plastic Omnium’s labor relations policy aims to develop dialog and consultation in all countries where the Group operates. Social dialog is organized at the level of the support functions. Plastic Omnium Group oversees the work of the European Consultation Committee and negotiations for all business lines and it monitors decisions taken in each country. In 2021, health measures once again impacted the organization of meetings set up as part of social dialog. The teams organized themselves to keep these meetings in the form of videoconferences when necessary. The schedule of meetings has been adapted to health constraints and travel difficulties, particularly international ones. Early 2021, the European Consultation Committee was renewed: it bring together 39 members from ten different countries and from all Plastic Omnium business lines, held in June 2021. In addition to the annual plenary meeting of the committee, a bureau of five members elected by the committee meets regularly and on an ad hoc basis as required. Performance Asian, European and American sites have experienced shutdowns due to population lockdowns and customer shutdowns. Plastic Omnium has made use of the partial employment schemes set up in the various countries, while ensuring that a minimum salary level was maintained, 158 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group In a context of a rapidly changing market and transformation projects for the Group, Senior Management wishes to maintain regular communication with its managers: Conclusion: Employer of choice The Group’s success is based on the skills, know-how and commitment of its employees. Talent and skills management enables the Group to maintain a high level of expertise and anticipate future needs while making Plastic Omnium an employer of choice. This involves: ● online Management Workshops were conducted with 70 senior executive (two in January and one in November); ● Directors’ webcasts addressed the Group’s 400 directors (in February, July and November); ● improving the employee experience through professional development; ● reinforcing the robustness of internal mobility and career development processes; ● in the same vein, Industrial Activities brought together their senior managers approximately every quarter. HBPO also brought together 100 managers for an online management meeting. ● anticipating changes in jobs and training needs and rewarding operating performance. At the same time, and in a context where on-site visits remained difficult for sanitary reasons, Laurent Favre met employees from all countries during “Meet the CEO” video-conference sessions. This resulted in rich direct discussions with more than 150 employees in 2021, divided into 12 sessions. The principle is simple: for each session, around 15 employees representing the variety of professions and sites in a country have the opportunity to openly discuss subjects of their choice with the Chief Executive Officer, such as Group strategy, customer relations, the local market, the career development expectations, etc. For Laurent Favre, these high quality exchanges are a way of gathering valuable feedback. To increase its attractiveness, the Group continues to develop its employer brand. The Group’s LinkedIn page had 145,000 subscribers at the end of 2021, up 18% compared to 2020. 124 notices were published on it during the year. The website had more than 78,000 visitors to its career pages. 995 job offers/internships were published in 2021 (vs. 442 in 2020) and an average of 2,448 applications were received each month (vs. 1,684 applications per month in 2020). 4.3.2 SOCIETAL STAKES The Group implements an editorial strategy of sharing Company news with the teams: ● 4 on Topnet, the Group’s intranet, 164 news items were published in 4.3.2.1 BUSINESS ETHICS AND TAX EVASION 2021, or 14 per month on average, a similar number to the RISKS previous year. In addition, each employee now has the opportunity to share local news via a space called PO Voices. Risk description ● ● the most significant news items are sent directly in the form of emails under the banner Topnews. Twelve mailings were sent to all employees this way; Within an international Group such as Plastic Omnium, it is particularly important to take into account the risk of business ethics and tax evasion. This risk can cover several topics: fraud, corruption, conflicts of interest, insider trading or anti-competitive practices. It may concern isolated acts that do not comply with the regulations in force or the policies and procedures of Plastic Omnium. The Group would then be exposed to financial sanctions from the authorities and could see its image tarnished. a summary of the information is then provided on a monthly basis to all sites around the world, so that they can be shared on their communication screens, which are usually situated in break areas. Each month, an average of 65 sites broadcast them; ● lastly, the Group publishes a bi-annual internal magazine called “Optimum”, whose content is developed from editorial committees bringing together all of the Group’s business lines and corporate functions. This magazine is translated into eight languages and is available to all employees digitally or in print. The last issue featured the Group's carbon neutrality roadmap. Policies and procedures To prevent the occurrence of such isolated acts. Plastic Omnium has formalized its Code of Conduct since 2003 and reviews it regularly. The last update in 2018 was an opportunity to split the document into two parts: commitments and obligations of Plastic Omnium to employees and vice versa. It was also on this date that the Plastic Omnium whistleblowing procedure was introduced in the Code of Conduct. In 2020, the HBPO subsidiary adapted the content of its own Code of Conduct to make it consistent with the Group’s Code of Conduct. These Codes of Conduct present the non-negotiable rules that the Group has set itself in terms of respect for Human Rights, fundamental freedoms, health and safety, diversity, the environment and preventing discrimination, fraud, corruption and influence peddling. They also remind the commitments required of its employees: protecting the Group’s assets and image, guaranteeing product quality and safety, and complying with ethics rules and regulations. The Codes of Conduct are translated into the main languages in force within the Group, i.e. 22 languages to date. Feedback culture is becoming widespread throughout the Group, with increasingly regular surveys conducted in the various functions to assess the effectiveness of actions. ● Thus, short questionnaires are systematically sent after the main managerial communications. ● In May, the IT Department conducted a satisfaction survey on the IT Department: 1,521 respondents reported a general perception of 3.6/5. ● In June, the Communications Department conducted a satisfaction survey on internal media: 2,284 respondents assessed their level of information at an average of 3.4/5. The Group trains employees on Codes of Conduct and internal rules. ● Lastly, in November, the Finance & IT Department conducted a survey on the expectations of its various internal customers with regard to its business transformation project. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 159 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 In addition, Plastic Omnium’s membership of the United Nations Global Compact since 2003 requires it to comply with the 10 principles relating to respect for Human Rights and international standards on labor, environmental protection and the fight against corruption. 6. whistleblowing mechanism: alerts from employees to report behavior or situations which infringe the Code of Conduct are collected by e-mail ([email protected]), mail (Compagnie Plastic Omnium, Alerte Éthique, 1, allée Pierre Burelle, 92300 Levallois-Perret, France or other means), employees may also inform their managers or Human Resources of any breaches of the Code of Conduct, if they wish. Alerts are treated anonymously. The process is described in the Code of Conduct, available in 22 languages on the intranet and on the Group’s website. The procedures for handling alerts are the subject of an internal procedure for employees, available in 22 languages on the Group’s intranet. In order to handle with these alerts, they are all tracked in an internal dashboard. Alerts are recorded by type, reporting mechanism and monitoring. HBPO alerts are reported by the compliance officers. For Intelligent Exterior Systems and Clean Energy Systems, the principal reporting method is through line management, followed by the alert mechanism presented above. For these business lines (Excluding HBPO), new processing procedures were implemented in 2021: alerts are examined by an ad hoc committee composed of the Compliance, Human Resources and Internal Audit Departments. This committee studies the alerts, the need to call on an internal or external third party to investigate, decides on the response to the alert, monitors progress and/or closes the alert; The Internal Control and Compliance Committee is comprised of managers from Human Resources, Finance, Compliance, Risks, Internal Audit, Legal, and business lines Departments. It guides the Group’s policies and actions and relies on correspondents around the world. a network of Compliance Mechanisms to comply with the French law known as the Sapin 2 law (Law no. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life) were put in place and implemented by the Group as follows: 1. the Code of Conduct; 2. employee training and awareness: e-learning training continued throughout 2021. Initially available in four languages (English, German, French and Spanish), the Code of Conduct e-learning module was translated into three additional languages (Slovak, Polish and Chinese) in 2021 to ensure coverage of countries where the number of employees identified as at risk is the highest. Whenever a new language is available, the employees concerned must follow the training in their own language. This e-learning is also mandatory for all new Group employees. 7. disciplinary regime: at Plastic Omnium, the Code of Conduct has the same legal effect as Internal Rules where the law allows. A zero tolerance policy has been introduced by the governing body: any breach of the rules of the Code of Conduct may expose employees to disciplinary sanctions. Where permitted by law, a reference to the Code of Conduct has also been added to employment contracts. From 2022, at the request of the Compliance Department, the Human Resources Department (through local Human Resources Departments) must report to the Compliance Department all disciplinary sanctions taken in the context of violations of the Code of Conduct; In 2021, Plastic Omnium supplemented its “Compliance Days” training campaign, with the aim of training at-risk populations (Executive Committee, Finance, Human Resources, Quality, Sales, Buyers, etc.) in local languages in conjunction with local lawyers on three topics: ● competition, ● anti-corruption, ● conflicts of interest. From 2022, the Group will continue its regular training effort by varying the themes and countries at risk. A new anti-corruption e-learning module will be created to detect and prevent the risks of corruption and factual situations encountered by Plastic Omnium in all the countries in which the Group operates. This module will be available in all 22 languages as well as dialects specific to certain regions. 8. internal control mechanism and assessment of measures implemented: the Internal Audit Department performs an annual audit of its entities and sites to ensure compliance with procedures and the efficiency of the processes to prevent, detect and correct wrongdoing. In 2021, 23 audits were conducted. TAX EVASION In 2020, HBPO introduced its own e-learning module, incorporating training videos made available by the United Nations. A three-year plan provides for the gradual enhancement of e-learning as well as the training of all managers and administrative staff; Due to its presence in 25 countries, Plastic Omnium is subject to a significant number of often complex tax regulations, the structure and interpretation of which are likely to generate risks. 3. corruption risk mapping: : the mapping was conducted in 2018 for Clean Energy Systems and Intelligent Exterior Systems and in 2019 for HBPO. A review of the risk mapping is planned for 2022. The Group has therefore defined a certain number of principles that govern its tax policy: ● compliance with the laws and regulations in force in the countries in 4. procedures for evaluating third parties: when referencing third parties, in addition to financial analyses, Plastic Omnium conducts CSR performance assessments with a particular focus on the risk of corruption. Third parties are also asked to sign up to the Group's Suppliers’ Charter and are subject to assessments and audits; which it operates, including the filing of tax returns and making the required payments on time; ● a commitment not to create subsidiaries in so-called "non-cooperative" countries or to use structures lacking economic substance in the event of the acquisition of such a structure as part of a M&A (Mergers & Acquisitions) transaction, Plastic Omnium would endeavor to liquidate it to the extent possible; 5. internal or external accounting audit procedures: these are designed to ensure that the books are not hiding corruption. These procedures are regularly audited by internal audit at subsidiary, site or administrative function level; ● the implementation and regular update of a transfer pricing policy in line with the arm’s length pricing principle; ● building constructive and professional relationships with tax authorities. Thus, Plastic Omnium has committed to the Tax Partnership with the French tax authorities; 160 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group ● the Group publishes a list of its consolidated subsidiaries and provides the French tax authorities with a country-by-country tax report. subject to the General Data Protection Regulation (GDPR), relies on a dedicated organization: two internal Data Protection Officers (DPOs) steer GDPR compliance with the support of a network of correspondents in each country. This organization enables data protection principles to be incorporated into the management of new projects from the design phase (Privacy by design). In 2021, Plastic Omnium formalized its commitments in a Personal Data Protection Policy. The Tax Policy is approved by the Company's General Management, on the proposal of the Group Tax Department, which is responsible for implementing it, in collaboration with the local Finance Departments, under the supervision of the business lines. Performances Performance The performance indicator, the Ethics Awareness Index, defined in 2019 as a marker for the ACT FOR ALLTM program. The development of the cybersecurity culture within the Group is a major stake in preventing this risk. For this reason, Plastic Omnium has rolled out a new cybersecurity training program for all its employees. This e-learning module, available in 17 languages, raises the awareness of attendees to the major cyber risks and reminds them of best practices to be implemented. In addition, the Group conducts regular phishing risk awareness campaigns. Phishing is a fraudulent technique intended to deceive the Internet user into communicating personal data (access accounts, passwords, etc.) and/or banking data by posing as a trusted third party. An exercise simulating a phishing attack was conducted with 1,300 employees in 2021. This type of exercise will be rolled out to all sites in the coming years. In 2021, the index was calculated based on the proportion of targeted employees who achieved a score of 80% or more in the Code of Conduct e-learning module during the year. The targeted employees are new hires and employees whose Code of Conduct online training was made available in their local language during the year. Thus, in 2021, the index was 89.5%. 4.3.2.2 CYBER RISK IS CONTINUITY OF SERVICE – DATA PROTECTION Cybersecurity challenges are taken into account at all stages of project development. A risk analysis is carried out from the project design phase (Security by design). When a new risk is identified, the risk mapping is updated as well as the roadmap and strategic cybersecurity plan. A quarterly Cybersecurity Committee oversees the plan to reduce these risks. Risk description A cyber risk is defined as any risk of financial loss, business interruption or damage to the reputation of a company due to a failure of information technology systems. 4 The digital transformation and digitalization of the business lines and activities results in an increase in the digitization of the processes and volume of data managed by the Company. This transformation, which has been further accelerated in recent years due to the health situation, must be accompanied by appropriate security of systems and data in order to protect Plastic Omnium from all IT attacks and cyber-attacks. As part of a continuous improvement approach, an internal system to assess the level of maturity of industrial sites is implemented. External audits are also carried out: in 2021, nine sites were certified or had their certifications renewed with TISAX – Trusted Information Security Assessment Exchange – the standard used in the automotive industry. Policies and procedures 4.3.2.3 PRODUCT SAFETY AND QUALITY, AND CUSTOMER SATISFACTION RISK Within the IT Department, the Cyber Defense Department manages data protection and network security. Safety rules are formalized within an IT Security Policy as well as in a charter for the use of communication resources and IT tools to ensure the cooperation of all employees in the preservation of the Group’s IT systems. Risk description Plastic Omnium products (fuel tanks, bumpers, etc.) are safety components subject to many standards and strict requirements to deliver complete satisfaction to direct customers and end-users. A quality or safety problem could have serious human or financial consequences and would permanently damage the Group’s reputation. The ability to detect and deal with cybersecurity incidents is a priority. Investments are made every year to strengthen the Group’s cyber-resilience. Plastic Omnium has a Security Operating Center which detects and analyzes security events on IT systems. Each year, this Center is enhanced with new controls. After the formalization of a cyber crisis management process in 2020, the IT teams conducted a cyber crisis management simulation exercise in 2021. Guaranteeing a quality product is a key issue for Plastic Omnium, reflected in the attention paid to all stages of the product life cycle: design, manufacturing, usage and end-of-life. Plastic Omnium is involved in various associations such as CLUSIF (French IT Security Club), CESIN (Club of IT Security and Digital Experts) and CIGREF (IT Club for French Groups and Companies). These clubs bring together major French companies, including car manufacturers, and share information (latest attacks, exchange of best practices, new technologies, etc.). The ANSSI (French National Cybersecurity Agency) is also an important source of information to monitor and guard against new and emerging threats. The Group pays particular attention to the issues of personal data protection. In Europe, the protection of personal data, Policies and procedures Product safety and quality are included in Plastic Omnium’s Code of Conduct and stated as a priority for all employees. The rules of conduct provide for ensuring both product compliance and health, safety and quality standard at every stage of manufacturing, from design to distribution. No production is authorized without the validation of the control systems by the quality teams. This is integrated into all of the Group’s projects. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 161 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 Quality is therefore a major pillar of operational excellence, which is one of the fundamentals of the Group’s success. It is carried out on a daily basis by all employees. Plastic Omnium’s strategy is based on creating customized solutions to meet its customers’ current needs while investing in the optimization of its industrial network: the transition to Industry 4.0 optimizes its industrial processes and ensures high standards in terms of products quality and customer satisfaction. laboratories), the teams carry out digital and physical tests using climatic chambers and vibrating bridges or by performing pedestrian crash tests. The teams also began a feasibility study for an innovative system to see and detect defects during the manufacturing stages. Within Clean Energy Systems, quality tests are organized at the Group's Research and Development sites. Complete product traceability (traceability of the components, identification of the delivery) is systematically recorded and the traceability data is saved. It is effective on an ongoing basis. Driven by the Quality Department of each business line with its own policies and resources, quality is embedded in several areas to ensure compliance throughout the product life cycle: Quality requirements also cover the needs and specifications of customers. A reaction plan is set up in the event of customer complaints: transmission of information within the plant, processing, immediate disposal of parts, analysis of inventories and parts in transit. The quality teams monitor incidents in the field in the customer portals on a monthly basis. ● operational quality; ● project quality; ● system quality; ● supplier quality. In 2021, the Clean Energy Systems teams worked at improving their quality strategy. Their quality approach focused in particular on the operational quality culture and non-compliance, with the aim of reducing the costs of quality failings by 2026. The expectations and specificities of HBPO’s customers tend to change, which leads teams to analyze and sometimes break down existing processes in the plants in order, for example, to reduce energy consumption during manufacturing. Within Intelligent Exterior Systems, the Quality Department works together with the Innovation Department on risk analyses related to future customer expectations. As such, changes are under way, in particular on the integration of ADAS (Advanced Driver Assistance Systems) functions for autonomous vehicles. Operational quality Operational quality represents the resources and methods used by Plastic Omnium to ensure control of all its quality processes and the quality of its products. Building and promoting a culture of quality in the business lines is essential to ensure operational quality. The success of a quality program depends first and foremost on a robust organization, mastery of key information, strategic skills and driving leadership. System quality System quality includes the quality management systems implemented within Plastic Omnium’s business lines. The Integrated Management System (IMS) makes it possible to manage several quality systems by integrating the objectives of each one into an overall performance strategy. Strict rules are established and presented during quality training on the management of defective or suspicious parts, inspections, measurements, error detection or process control. Clean Energy Systems integrated the quality systems covering the requirements of ISO 14001 (Environmental Management System), ISO 45001 (Occupational Health and Safety Management System), ISO 50001 (Energy Management System) and IATF 16949 (Quality Management System specific to the automotive industry). In 2021, as part of the OMEGA project, Intelligent Exterior Systems improved standardization in the business lines by mapping the operational requirements of the various functions. An internal roadmap provides for the monthly communication of new operational standards in order of priority, over a total period of three years. The objective of this project is to improve industrial performance and standardize methods across all of the business line's production sites. This year, the IMS is still in the adjustment and improvement phase: the internal organization has been restructured allowing the establishment of leadership that is centralized and clearly defined by role across the entire scope. Intelligent Exterior Systems also has a training library of around 80 modules. These training courses cover all quality needs and requirements: training on customer requirements, processes, risk analyses and mindset. This IMS aims to reach global operational excellence by covering all processes. It enables a strong quality culture to be developed throughout the organization and promoted to suppliers, customers and partners. It also strengthens the quality spirit within the Group with its six quality principles based on non-compliance management, work quality standards, customer requirements, work environment, problem solving and continuous improvement. HBPO has mandatory online training for everyone and on-site training in plants. Due to the diversity in types of plants, training is carried out according to the risks and on-the-ground observations reported by the site quality managers. In 2021, training courses focused on quality processes and their improvement. HBPO also has its own IMS which includes in particular the IATF. The IMS is being rolled out to all of its sites. The objectives of the IMS within HBPO will be defined in 2022. HBPO wants to adapt its performance to the Group’s challenges and prioritize the reduction of greenhouse gas emissions and costs in its overall performance. Project quality Project quality covers all the processes put in place by Plastic Omnium to ensure the development of products that meet customer requirements and specifications. The digitization of quality systems also makes it possible to improve data management and the quality of reporting. The Clean Energy Systems teams worked on the introduction of a new data management tool. The purpose of this internal system is to make the decision-making process more objective, make data collection more reliable and to automate the traceability of information. All products are assessed from an end-user security risk point of view right from the design phase. Projects are tested with a mechanical risk method. Customer Specific Requirements (CSR) are incorporated into the quality processes. Within the Intelligent Exterior Systems laboratories, two of which are ISO 17025 certified (the certification for testing and calibration 162 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group Quality audits and certifications 4.3.2.4 RESPONSIBLE PURCHASING/SUPPLIER The quality approach is reflected in the certification of all sites according to the IATF 16949 standard (Quality Management System), in the performance of internal product/process audits and in the follow-up of remarks made by teams dedicated to compliance with quality protocols. RISK Risk description Due to its international reach and multiple locations, Plastic Omnium is particularly vigilant about the consequences that the activities and behavior of its suppliers, subcontractors and service providers could have on the Group. A breach by one of these stakeholders of laws and regulations relating to the environment, human rights or business ethics may affect the Group’s operating activities, economic performance, reputation or compliance and it may harm society. Internal audits are mandatory. Non-compliance and recommendations systematically trigger an action plan submitted for validation by the auditors. Executive Committees in the plants also steer an audit approach to verify standards, carried out at the managerial level and commonly known as LPAs (Layered Process Audits). In 2021, the semiconductor crisis coupled with certain border closures prompted teams to adapt urgently to meet the requirements of the standards: all the audits planned for 2021 were carried out, including those initially planned for 2020 but delayed until 2021. Policies and procedures Plastic Omnium is developing a responsible approach to its purchases and The proportion of IATF 16949-certified sites in 2021 was 97% (98 sites out of 101), is due to the opening of new sites which have now started the certification process. For Intelligent Exterior Systems, 36 out of 38 sites are certified, 39 out of 39 for Clean Energy Systems and 23 out of 24 for HBPO. supplies. Establishing a responsible supply chain requires close collaboration with suppliers and for the Company to ensure that risks are known and controlled. For this, the Group relies on three pillars: ● streamlining of the supplier portfolio; ● increasing knowledge of the risk profile of its suppliers as part of the Supplier quality “Know Your Supplier” approach; To deploy the quality approach with suppliers, the teams have a mirror organization of the Purchasing Department. Each business unit has an activity dedicated to the selection and management of suppliers and a development activity. The relationship with suppliers revolves around the qualification of the components and parts assembled into the finished products. Benchmarking of internal suppliers includes the robustness of the quality management system: ISO 9001 or IATF 16949 certification is required, followed by an on-site audit. Finally, throughout the partnership, materials and components are regularly checked upon receipt or during the manufacturing process. ● commitment of suppliers to the Group’s Sustainable Development Policy, ACT FOR ALLTM . 4 This ambition fully meets the principles of responsibility to which the Group refers by adhering to: ● the United Nations Global Compact; ● the Fundamental Conventions of the ILO (International Labor Organization) and the ILO Declaration on fundamental labor principles and rights; ● the OECD guidelines. In each country and at the Engineering Center level, a team of experts monitors quality with the suppliers of more common products such as resins, paint, glue, chrome, tooling, etc. This year, the semiconductor crisis had an impact on supplier performance. The teams had to adapt their operations (stop & go) according to supplier production stoppages. The other consequence of this crisis was the lack of internal resources of suppliers, which could potentially impact the quality of the products delivered. HBPO, whose business depends heavily on its suppliers, had to increase the rate of supplier checks and audits in 2021 in order to monitor and filter out compliant products from non-compliant products as early as possible. Plastic Omnium also contributes to the achievement of certain United Nations Sustainable Development Goals SDG (see pages 144 to 146). Plastic Omnium Group has around 25,000 suppliers. These are classified into three categories according to their level of integration into Plastic Omnium’s business: ● suppliers of "direct" goods comprising the BOM – Bills of Materials: raw materials, components or manufactured by-products used in the composition of a product; ● suppliers of production-related equipment; ● suppliers of so-called "indirect" goods and services not included in the products. Performance Number of R&D centers:31 In addition, the Group’s commitments in terms of carbon neutrality and the significant impact of purchasing led, amongst other things, to the creation in 2020 of the position of Group Purchasing Performance Director, an associate member of the Executive Committee, and to the creation in 2021 of the position of Value Chain Sustainability VP, member of the Sustainability Department. Number of employees in R&D centers: 2,455 Patent families filed: 57 in 2021 Percentage of sites certified IATF 16949: 97% in 2021 Together with the business lines' Purchasing Departments, they organize activities aimed at reducing the carbon footprint of the entire value chain and developing a structured collaboration with suppliers to encourage them to reduce their greenhouse gas emissions. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 163 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 A diagnostic tool currently being implemented will make it possible to identify the suppliers most at risk, starting in 2022. This risk analysis will cover the bulk of Plastic Omnium suppliers, representing more than 95%. Performance In total, more than 2,750 suppliers went through the supplier risk assessment system in 2021, i.e. 1,250 additional suppliers compared to last year. On January 1, 2021, a new legislation came into force in the European Union: the Conflict Minerals Regulation. Plastic Omnium is committed to promoting the ethical sourcing of all materials used in the manufacture of its products. The performance indicator, the Supplier Ethics Index, a marker for the ACT FOR ALLTM program, combines the deployment rate of three tools on a weighted basis (the database, the Suppliers’ Charter and the Sustainable Development assessment by an external third party). In 2021, reached 89.5%. CONFLICT MINERALS Policy The “conflict minerals” policy, implemented within Plastic Omnium, aims to facilitate the traceability of sources of conflict minerals used in the manufacture of products and thus avoid the supply of these minerals from countries in conflict (e.g. “concerned countries”). The so-called 3TG products targeted by this policy are as follows: ● Tin; ● Tungsten; ● Tantalum; ● Gold. These minerals are present, for example, in the coatings of metal components, certain paint pigments, electronic components and in painted or chromed plastic parts. Reporting The reporting, described in the Purchasing procedures, is based on the Conflict Minerals Reporting Template (CMRT) developed by the RMI (Responsible Minerals Initiative). This form makes it possible to verify that the foundries and refiners declared by the suppliers belong to the list of foundries listed by the RMI. Roles and responsibilities The Purchasing Department ensures that the required suppliers produce the information requested, forward it to the conflict minerals managers and take appropriate actions, where necessary. The conflict minerals manager is responsible for the following tasks: ● keeping abreast of current international laws and regulations and consolidating updates regarding countries, minerals and reporting obligations; ● reparing reporting with external suppliers; ● verifying supplier compliance; ● providing the CMRT report to OEM customers who request it. Policies and procedures 4.3.2.5 HUMAN RIGHTS RISKS Plastic Omnium supports the highest Human Rights standards in conducting its operations by belonging to globally recognized Risk description Respect for Human Right is a prerequisite to any action at Plastic Omnium. Through its presence in 25 countries, the Group operates directly or indirectly with a large public. As an employer, the Group is responsible for ensuring that employees’ rights are respected (Human Resources risks addressed on p. 150). The Group also ensures that Human Rights are respected throughout its value chain: in its contractual and partnership relationships with its suppliers, subcontractors and within its subsidiaries (Responsible Purchasing risk and Vigilance Plan addressed on p. 177). organizations and initiatives: ● United Nations Global Compact; ● United Nations Universal Declaration of Human Rights and its two complementary covenants; ● ● ● ● Fundamental Conventions of the International Labor Organization (ILO); ILO Declaration on Fundamental Principles and Rights at Work; OECD Guidelines; United Nations Sustainable Development Goals (SDGs). 164 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group ● The management of Human Rights is also taken into account in the various risks that affect overall human activity within the Group and throughout its value chain: the other on the public health communication initiatives proposed by the sites. The sites are thus encouraged by the Group to develop initiatives promoting health, beyond the occupational health aspect. The themes are left to the discretion of the sites according to their needs. The actions carried out this year included awareness-raising campaigns on sports, relaxation therapy, healthy nutrition and vaccination campaigns against Covid-19. Other projects involved donations of basic necessities (school supplies, clothing, food, etc.), waste collection and cleaning up areas, and the planting of trees and species that encourage the production of honey, to promote biodiversity. ● Health – Safety and working conditions risk described on p. 147; ● the various Human Resources risks described on p. 150; ● Business Ethics risk described on p. 159; ● Responsible Purchasing risk described on p. 163. The management of these various risks involves the implementation of associated policies and procedures such as: In total, more than 85% of sites conducted at least one annual health campaign and over 70% of sites proposed at least one annual action in favor of local communities. ● the Group Code of Conduct; ● the Suppliers’ Charter and supplier assessments (EcoVadis); ● the Vigilance Plan and the Responsible Purchasing Policy; ● 4.3.3 ENVIRONMENTAL STAKES teleworking agreements; ● the Group’s Tax Policy; ● the Human Resources Strategy; The main environmental challenges identified for the Group are related to mitigation of climate change and adaptation to the consequences of climate change. They concern not only the Group’s activities but also those of its value chain, from the supply of goods and services by its suppliers to the use of its products and the management of their end-of-life. ● the Code of Compliance with competition law; ● compensation policies and collective incentive policies, health cover and a Group Savings Plan; 4 ● the Personal Data Protection Policy; ● the Top Safety and Top Planet programs. The other environmental risks analyzed by the Group are related to eco design, recyclability and the protection of biodiversity. ● Plastic Omnium’s commitment in this area is also recognized by the Platinum status awarded by EcoVadis. 4.3.3.1 RISK OF CLIMATE CHANGE ON THE COMPANY'S BUSINESS MODEL IMPACT (NON-MITIGATION OF CLIMATE CHANGE) Initiatives in favor of local communities The Group promotes Sustainable Development and Human Rights wherever it operates by carrying out concrete initiatives involving its employees to support local populations. Risk description Among the many initiatives carried out, we can mention the one of Mexico, where, in July 2021, Plastic Omnium employees supported the “Casa del Sol” initiative, which helps the most disadvantaged from various associations. Employees donated clothings in good condition to benefit children who, for various reasons, were separated from their parents. Climate change is due to the massive increase in emissions of greenhouse gases into the atmosphere, mainly as a result of human activities. The transportation sector is a major contributor, accounting for 25% of emissions, of which three-fourths come from road transportation (passenger and freight). In Brazil in October 2021, employees took part in the Pink October initiative to fight against breast cancer and encourage medical prevention for women. A file with information was distributed to employees so that they could discuss this issue with their families. Plastic Omnium recognizes the importance and urgency of climate change, the Group contributes to issues. Through its actions to mitigate climate change, contributes to the achievement of the Paris Agreement, which defines a global framework to avoid harmful climate change by limiting global warming to below 2°C and continuing efforts to limit it to 1.5°C compared to pre-industrial levels. To promote collective action at its sites around the world, the Group has implemented two ACT FOR ALLTM markers: ● one on initiatives taken by employees to provide support or practical assistance to local society; PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 165 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 THE IMPACT OF TRANSPORTATION ON WORLDWIDE CO2 EMISSIONS CO2emissions by sector CO2 emissions in transport 6% 2% Residential 4% Rail 11% Shipping Other 25% Transport 12% Aviation 45% Passenger road vehicles 42% 30% Road freight vehicles Electricity & heat production 23% Industry Data from the International Energy Agency Proactively reducing the greenhouse gases emissions of its value chain is an opportunity for Plastic Omnium to strengthen its leadership through its commitments to sustainable mobility. Investing in the long term to achieve this means giving stakeholders confidence in the sustainability and competitiveness of Plastic Omnium, by meeting their expectations: increasingly interested in the ability of companies to create sustainable value and manage their non-financial performance. ● the public authorities are increasingly legislating to reduce greenhouse Policies and procedures gas emissions. They even become specifiers of the technological solutions to be adopted (example of Europe with the announcement of the end of ICE cars in 2035); Climate taken into account in the Group’s strategy Climate risk was anticipated very early on by Plastic Omnium, which has made it a key focus of its strategy for several years. This strategy resulted in multiple innovations and proven know-how, which enable Plastic Omnium to offer manufacturers products and features that contribute directly to their emission reduction targets (reducing vehicle weight, improving aerodynamics, providing fuel systems adapted to the constraints of hybrid vehicules, developing circular economy, etc). These innovations have been a major driver of the Group’s business growth and financial performance. Even today, Plastic Omnium is stepping up its innovation efforts to achieve the growth objectives announced for the coming years. ● for several years, carmakers have been committed to plans aiming at continuously reducing greenhouse gas emissions for new car launches. They expect their suppliers to innovate and contribute to the reduction of their own greenhouse gas emissions; ● employees and candidates want to work for committed and responsible companies; ● investors are themselves subject to obligations in terms of climate reporting on their portfolio and in terms of arbitrage of their investments (example: European taxonomy). They are therefore CLIMATE SCENARIOS All companies must rethink their core business to avoid risks and seize the opportunities that emerge from two families of climate change risks: ● transition risks: risks and opportunities arising from the transition to a low-carbon economy (changes in demand, competitive environment, standards and regulations, taxes, etc.). Limiting climate change to a level well below 2ꢀ°C requires very ambitious greenhouse gas emission (GHG) reduction measures and transition policies that will have an impact on Plastic Omnium’s activities; ● physical risks: risks related to exposure to the physical consequences of climate change (heat waves, drought, flooding, etc.). Reaching +3ꢀ°C to +5ꢀ°C due to the increase in emissions means very significant climate change, increasing the frequency and intensity of extreme climate events. This could have an impact on the assets of Plastic Omnium and those of its suppliers. In 2021, Plastic Omnium carried out a scenario analysis to assess the transition risks and opportunities, in order to confirm the resilience of its business model in an uncertain future, and to identify the levers for action. This approach follows the recommendations of the TCFD (Task Force on Climate-related Financial Disclosure). To explore how Plastic Omnium’s business lines could evolve in a low-carbon world, its business lines are projected into contrasting scenarios based mainly on different levers such as: ● the penetration of technologies in all businesses to reduce GHG emissions: low-carbon solutions, products that improve energy efficiency or allow the storage of CO2; ● changing lifestyles and consumption patterns. 166 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group All the scenarios studied respect a carbon budget well below 2ꢀ°C (Well-Below 2ꢀ°C scenario of the International Energy Agency (IEA), similar to the SSP1-2.6 scenario of the last IPCC report). As emissions are mainly related to energy, it is possible to quantify the physical economic flows (production, consumption, logistics, etc.) and to ascertain the corresponding final demand in Plastic Omnium’s main markets. Of course, there are many economic, political and social pathways to achieving such a low-carbon system for organizing human activities. This forward-looking analysis therefore aims to identify key trends, in order to support the strategic orientations of companies. It is by no means a precise forecast, but a possible future. As the outcome of the scenario analysis has an impact on Plastic Omnium’s strategy, it is not possible to disclose it publicly without putting the competitive advantage at risk. In any event, thanks to this work, the challenges of the low-carbon transition are now fully integrated into the Company’s strategic thinking. TOP PLANET: A DEDICATED PROGRAM To reduce CO2 emissions related to its operations, in 2006 Plastic Omnium set up the Top Planet program aiming to reduce its energy consumption by making more than 30 best practices available to its sites. These initiatives materialize in investments offering rapid returns, given the energy savings generated. ● To go further, in 2021, the Group announced ambitious targets for reducing its direct CO2 emissions and those of its value chain. These objectives, included in its Act For Climate program, show the Group’s desire to act quickly to set a benchmark in the automotive world: 30% reduction in all Scope 3 CO2 emissions by 2030, including those related to the use of products sold (all emissions both upstream and downstream of its activity, including purchases of materials, transport and end-of-life of products, etc.), i.e. a reduction in CO2 emissions of 13 million metric tons in 2030(1). 4 ● Carbon neutrality in 2025 on emissions related to its operational activities (Scope 1: emissions from Group assets; Scope 2: emissions related to energy purchases), i.e. a reduction of nearly 0.5 million metric tons of in 2025.(1) These objectives, validated by the Science Based Targets Initiative (SBTi), are aligned with the “Business Ambition for 1.5°C”. They are in line with the expectations of the industry and all its stakeholders to drive sustainable mobility. SCOPE 1 - SCOPE 2 - SCOPE 3 SCOPE 1 - SCOPE 2 NEUTRAL NEUTRAL Plastic Omnium’s climate objectives are approved by 2025 2030 2050 and aligned with SCOPE 3 -30% (1) Compared to the 2019 emissions, to avoid biases in 2020 related to the extrinsic Covid-19 economic crisis. In 2019, CO2 emissions of the three scopes were 43.8 million metric tons (see details on page 170). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 167 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 GROUP'S CARBON NEUTRALITY ROADMAP SCOPES 1 & 2: NEUTRAL IN 2025 SCOPE 3: 30% IN 2030 REDUCE REPLACE COMPENSATE COLLABORATE be equipped in 2022. In 2021, the largest Plastic Omnium plant equipped with solar panels was commissioned in India (Intelligent Exterior Systems); Reduction of the carbon footprint of group operations (Scopes 1 & 2): REDUCE: Plastic Omnium strengthens its Top Planet® program launched in 2006 and deployed today on the majority of its sites. The objective of this new plan, drawn up with Schneider Electric, an energy expert, is to reduce the sites’ energy consumption (electricity and gas) by 12% by 2025. This involves, for example, more precise measurement of the energy consumption of each piece of equipment in order to optimize its use and replace, if necessary, certain obsolete or over-consuming equipment. This program represents an • • the signing of long-term contracts to build new production capacities (PPA(1)) and cover its needs in Europe and North America. The Group has made a long-term commitment with Schneider to help finance facilities that produce electricity from 100% renewable sources, and in return it benefits from this. This virtuous mechanism makes it possible, on the one hand, to participate in the development of renewable energy production (additionality) and, on the other hand, assures Plastic Omnium that the electricity consumed on the sites is 100% carbon-free; investment of around €40 million by 2025, with investment of less than three years. a return on for regions or sites where the above measures are not applicable, Plastic Omnium will purchase electricity of renewable origin from suppliers that can guarantee the origin and allocation of this electricity via certificates or guarantees of origin. The rollout of ISO 50001 certification is also a strong driver for the roadmap. The first step of this certification is to perform of an energy audit to identify areas for improvement. Implementation of this energy management system requires the sites to have a specific energy organization and management, exceeding the requirements of ISO 14001 dedicated to the environment in the broad sense. COMPENSATE: some operational emissions, in particular those related to gas consumption (for the paint lines for example), are difficult to eliminate completely using the first two actions. Plastic Omnium will seek to offset these residual emissions by financing reduction projects outside its activities, which are carefully selected for their robustness, reliability and the co-benefits (social, societal or environmental) that they can generate. Where possible, the Group will finance projects in its value chain such as battery charging stations or hydrogen infrastructure to promote the development of low-carbon mobility. REPLACE: the second pillar consists of consuming less carbon-intensive electricity. The Group will thus increase the share of its renewable electricity purchases to reach close to 100% by 2025, through: • the installation of photovoltaic panels or wind turbines on its sites. For future sites to be equipped, ongoing studies will identify the best technology based on the specific nature of the sites. Five sites are already equipped with solar panels and more than 25 will (1) Power Purchase Agreement. 168 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group Reduction of the carbon footprint of the value chain (Scope 3) Performance GROUP CO2 EMISSIONS (MARKET-BASED) (in Mt eq CO2) COLLABORATE : with all players in the value chain. In 2021, the Group’s total emissions amounted at 32.7 Mt eq CO2 of which more than 87% were related to the use of products sold. To reduce Scope 3 emissions, priority is given to reducing emissions generated by the Group’s purchases and products sold. a. development of solutions and products to support the energy transition and reduce customers’ carbon footprints: in 2021, Plastic Omnium generated 10%(1) of its revenue from fully-electric vehicles (BEV), • 43.3 32.1 32.3 • the Group is strengthening its technologies and expertise in zero-emission hydrogen solutions, with the objective of reaching €3 billion revenue by 2030. The Group has invested around €300 million since 2015, to which Є100 million per year will be added over the coming years; Scope 3 Scope 2 Scope 1 0.39 0.09 0.31 0.07 0.31 0.08 2021 2019 2020 b. incorporation of a growing share of recycled materials – from 20% to 100% – including in exterior aesthetic parts, an ambition that motivated a strategic partnership with a major Group supplier (for more information, see "Risk related to eco-design and recyclability"); Calculation of the Group’s carbon footprint Since 2017, Plastic Omnium calculates its CO2 emissions related to its activities annually according to the benchmark Greenhouse Gas (GHG) Protocol standard. This standard defines three “Scopes” of emissions. The assessment is prepared on an overall scope corresponding to that of the Group’s financial consolidation (IFRS). c. collaboration and partnerships with Group suppliers to reduce the carbon impact of products and solutions in our value chain. The carbon footprint will become a criterion for selecting the Group’s suppliers. Plastic Omnium will put in place tools, best practices and indicators to monitor the progress of this approach. 4 In 2021, the carbon footprint amounted to 32.7 million metric tons eq. CO2, up by 0.9% while the Group’s consolidated revenue rose by 3.3% at constant scope and exchange rates. ENGAGE : suppliers The various projects will be carried out in collaboration with suppliers in a partnership approach. The integration of suppliers into the process will be gradual depending on their maturity and their impact on Plastic Omnium’s carbon footprint. Thus, in 2021, the first step was to develop a value chain engagement strategy: This performance is explained by strengthened positions in electrification, which made it possible to contain the increase in category 3.11 emissions - use of products sold, the main contributor with 87.3% of emissions. The semiconductor crisis has caused major logistical disruptions throughout the automotive sector. This erratic situation has required a great deal of flexibility in operations and resulted in an increase in the Group’s transportation carbon emissions. • identify suppliers whose products contribute significantly to emissions; • • define the terms of engagement by category of supplier; CO2 emissions linked to the resumption of business travel, after a non-representative year due to the Covid crisis, nevertheless remained 57% lower than in 2019. This increase is partially offset by the decrease in emissions from home-work journeys reduced by the introduction of teleworking. set up targets, key performance indicators and monitoring tools. At the end of 2021, the communication phase with suppliers began: meetings were held to explain Plastic Omnium’s strategy and expectations. A webcast was held in December bringing more than 500 suppliers together virtually. The event was an opportunity for Plastic Omnium to present to suppliers the approach that the Group is implementing and in which it wishes to fully integrate its stakeholders, as well as the new way in which suppliers will be assessed. Scopes 1 and 2 are paid particular attention at each of the Group’s sites, thus posting lower growth than that of activity, despite a year shaken by the unforeseeable shutdowns at the Group’s customers and not conducive to energy optimization. The supplier selection criteria will also be reviewed with the Purchasing Department in order to include a carbon component (in addition to financial, solvency and ethics criteria, among others). To this end, a new tool will be offered to buyers to automate the monitoring of supplier responses on carbon issues, with the associated action plans. Plastic Omnium confirms that it is fully committed to an approach for measuring and reducing its carbon footprint consistent with its ambitious roadmap towards carbon neutrality. (1) See chapter 1 Integrated report page 28) - To comply with the taxonomy, the calculation basis has been modified. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 169 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 GROUP CO2 EMISSIONS - SCOPES 1; 2 & 3(1) Emissions Emissions Emissions in ktCO2e in ktCO2e in ktCO2e Item ID (GHG Protocol) 2019 482 89 2020 380 71 2021 388 75 2021 vs 2020 2.0% 2021 vs 2019 -19.4% -15.8% -20.3% -16.0% -18.7% 57.6% Scopes 1 & 2 1 Scope 1 6.5% 2 Scope 2 market-based(2) 392 3,597 3,054 158 105 129 98 309 3,037 2,523 250 75 312 3,022 2,482 249 78 1.0% Scope 3 upstream -0.5% 3-1 3-2 3-3 3-4 3-5 3-6 3-7 3-8 Purchase of goods and services Capital goods -1.6% -0.4% Emissions related to fuels and energy Upstream freight transport Generated waste 3.6% -25.6% -20.9% -27.7% -56.9% -8.3% 88 102 71 15.4% 11.4% 212.4% -5.3% 64 Business trips 18 3 8 Home-work travels 35 34 32 Assets under lease : (upstream) Scope 3 downstream 39,745 69 29,027 47 29,317 61 1.0% 30.1% 4.3% -26.2% -11.1% -16.7% -26.5% -17.4% 3-9 Downstream freight transport 3-10 3-11 3-12 3-13 3-14 3-15 Processing of sold products Use of sold products End of life of sold products Assets under lease : (downstream) Franchises 234 187 195 38,890 460 28,350 370 28,600 380 0.9% 2.7% Investments 92 73 81 11.2% -11.9% TOTAL 43,824 32,444 32,727 0.9% -25.3% ● Scope 1 includes all greenhouse gases emitted directly by the company. ● ● Scope 2 records indirect emissions related to energy purchases and created during the energy production process. Scope 3 covers indirect greenhouse gas emissions produced in the company’s value chain, both upstream and downstream. (1) Plastic Omnium uses all the elements and resources at its disposal to measure its carbon footprint but does not control, influence or have access to all the elements of its value chain. Due to the partial availability of data from activities in the value chain, the absence of data quality certification and the need to make a certain number of assumptions, the carbon footprint presented is an estimate. (2) In order to monitor the reduction of the carbon footprint of its energy purchases, the Group now publishes its scope 2 emissions according to the "market based" method of the GHG protocol. Location-based scope 2 emissions are published in 4.6 Other non-financial indicators. 170 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group PLASTIC OMNIUM'S CARBON FOOTPRINT 32.7Mt CO2 in 2021 DOWNSTREAM ACTIVITIES UPSTREAM ACTIVITIES PLASTIC OMNIUM ACTIVITIES SCOPE 3 DOWNSTREAM SCOPE 3 UPSTREAM SCOPES 1 AND 2 4 Upstream freight Travel Company vehicle fleet Downstream freight Transportation of customers and visitors 8 % 87.5% Use of products sold End of life of products sold Assets Purchases (goods and services) Operations Fixed assets (buil- dings, vehicles, IT equipment, etc.) Fossil fuel consumption Electricity consumption Refrigerant gas leaks 9% 1% 90% PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 171 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 TOTAL ENERGY CONSUMPTION BY BUSINESS LINE (MWh) Collaborate with stakeholders Among purchases, two specific categories were identified as being of particular interest because they represent emissions: a significant share of 1,388,402 16,945 1,148,532 1,113,096 1 2 materials, components and accessories, transportation. 18,279 15,791 395,338 328,330 341,342 Materials, components and accessories 976,120 HBPO Convinced for many years of the benefits of developing a more circular economy and preserving resources, Plastic Omnium has been a pioneer in the use of recycled plastics. Today, the process is continuing and accelerating with various partners, suppliers and customers. In 2021, Plastic Omnium presented a pilot bumper composed of 50% recycled materials (including visible and painted parts) and meeting the safety and cosmetic requirements of automotive specifications. This disruptive and innovative project has been well received by customers keen to integrate solutions that use less carbon. It demonstrates Plastic Omnium’s desire to maintain its leadership by being proactive to these customers. 768,976 788,910 Clean Energy Systems Intelligent Exterior Systems 2021 2019 2020 ENERGY CONSUMPTION (KWh/Kg of material processed) These projects are the result of close technical partnerships with the Group’s long-standing partners. Plastic Omnium signed a strategic partnership with TotalEnergies at the end of 2021 to conceive new recycled polypropylenes that are more efficient and environmentally friendly. 6.03 5.82 5.12 Work has also been started with certain suppliers of chemicals and materials to develop bio-sourced raw materials. The roadmap is being 3.85 2.06 2021 3.75 3.46 implemented and follows on from the projects initiated with collaborative approach: a 2.01 1.90 ● making suppliers aware of the urgent need to rethink their design and sourcing; 2019 2020 ● ● sharing best practices; Intelligent Exterior Systems Group intensifying the use of product life cycle analysis to make the right choices from the design stage and refine the calculations; Clean Energy Systems ● considering the end of life of parts to simplify dismantling and recycling. BREAKDOWN OF ENERGY CONSUMPTION IN 2021 Transportation Initiatives are already under way in the supply chain to reduce emissions linked to the purchase of transportation services. For certain flows, mainly long-distance, work with the carrier has enabled a move to using biogas trucks (bio-CNG). Eventually, for each new transportation need, suppliers will need to be able to propose carbon-neutral transport. 321,092 Gas consumption (MWh) 32% 788,465 Purchased electricity consumption (MWh) Within Intelligent Exterior Systems, a logistics optimization project in the United States has reduced emissions by decreasing the number of kilometers traveled. The Group decided to internalize logistics management by grouping deliveries made with several suppliers. In a second step, logistics specialists want to integrate trucks that emit less carbon. This project, conducted in the United States in 2021, will be rolled out in Europe in 2022: today, two plants out of the twenty-five in this area have already implemented this new approach. One plant in India has also implemented the project. of electricity purchased by the group is green 41,779 “Green” electricity produced on site (MWh) 172 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group The next version of the directive on end-of-life vehicles is expected to introduce an obligation to report the carbon footprint of vehicles. Car manufacturers are beginning to anticipate these regulations, even if the approach is not yet standardized. They increasingly the carbon balance is life cycle assessment during the project consultation phase and as part of a global analysis of the life cycle of their products. 4.3.3.2 RISK OF NATURAL/CLIMATE DISASTERS (NON-ADAPTATION TO CLIMATE CHANGE) Risk description The consequences of climate change direct or indirect, numerous extreme weather events, temperature disruption, rising water levels, scarcity of water resources. As an industrial Group, with a global geographic footprint, Plastic Omnium could be impacted by these consequences: interruption of supplies or production due to natural disasters or the scarcity of resources. Certain regions of the world where the Group operates are exposed to exceptional weather events that could slow down, interrupt certain activities or make them more expensive. However, this risk is strongly linked to the geographic location and does not unfold simultaneously on all sites. The impact would therefore be limited and other sites could take over if a site was unavailable. Eco-design depends on the availability of innovative techniques and materials, criteria for adapting to these innovations, internal tests and validation, and the ability of material suppliers to meet the industrialization needs of new products. Developing an eco-designed system or module for a new vehicle may take two to three years in total. It is therefore strategic to anticipate market expectations in this area in order to preserve the Group’s leadership in innovation. Policies and procedures However, this risk must be considered across the entire automotive sector value chain. To continue its trajectory and ensure its long-term sustainability, Plastic Omnium has incorporated these major trends into its corporate strategy. Thus, the analysis of a vehicle according to the CASE model (Connected, Autonomous, Shared, Electrified) and the contribution of each of the business lines to these four components guide the Group’s strategy, whose ambition is to act to achieve sustainable mobility. Policies and procedures Plastic Omnium takes precautionary measures to avoid the local impacts of climate change. Plant 4.0, whose industrial performance will be heightened, will have less impact on the environment: predictive maintenance, automation and optimized quality will reduce consumption of energy and materials, as well as waste production. The Group’s sites are subject to audits carried out by insurers that take into account the natural disaster dimension to assess their risks of exposure to natural phenomena that could cause damage to them. These audits are the subject of recommendations followed up, where necessary, by the implementation of an action plan monitored monthly by the HSE teams. 4 From the design stage, and at every stage in the product life cycle, Plastic Omnium teams strive to limit the environmental impact of these products as much as possible. By applying the eco-design principles and adopting an overall product vision, Plastic Omnium implements and tests solutions to limit the consumption of raw materials and energy, and the impact of end-of-life products (through recyclability and energy recovery). Performance The insurance company (property and casualty policy) carried out 89 site visits and the potential risk was revised downwards. Eco-design Intelligent Exterior Systems participates in the MCIPCI project (Innovative Materials and Design for Intelligent Body Panels) with the PFA (Platform for the Automotive Industry). The objective of this project, which began in 2020, is to develop the next generation of bumpers. It is carried out with ARAYMOND (specialist in the intelligent fixing of sensors and radars) and CETIM in order to use an eco-design approach to the “smart face” product, integrating numerous criteria: fewer materials, logistics 4.3.3.3 RISK RELATED TO ECO-DESIGN AND RECYCLABILITY Risk description To meet the growing challenges of mobility (travel by individuals, global value chain, etc.) while limiting the impact on the environment (management of raw materials, air quality, greenhouse gas emissions, etc.), the development of a circular economy model is key. optimization, product end-of-life, use of materials with a lower environmental impact, increase in recyclability and reparability, use of more ecological processes. Plastic Omnium’s two main business lines are based on transforming plastic and composite materials into parts for the automotive industry. Depending on the part to be manufactured and the technical properties and desired esthetics, different types of materials are used. In order to reduce the environmental footprint of manufactured parts and limit the consumption of resources, the Group wants to develop a circular economy. Since 2015, European regulations related to vehicles at their end-of-life (ELV) have required the reuse and recovery of these vehicles to be 95% by average weight per vehicle and per year, with a reuse and recycling rate of at least 85%. This Directive No. 2000/53/EC of September 18, 2000 is expected to be revised in 2022 and car manufacturers are expecting in particular a requirement to include many more recycled materials in new vehicles than at present. Automotive suppliers, notably for plastic parts, such as Plastic Omnium, are therefore being asked in particular to work on the integration of recycled raw materials into their parts. In 2021, the project continued by developing several impact scenarios (logistics modification, parts cutting, raw materials used, etc.) on a typical bumper using the simplified life cycle analysis (LCA) tool. Smart face 2, an innovative Plastic Omnium product, was analyzed this year using the best scenarios identified for this product in order to achieve, or even exceed, the results obtained for the standard bumper. The priority for Plastic Omnium is to develop scenarios to reduce the environmental footprint by 3% to 4% per year on mass market sold products. Life cycle analyses Life cycle analyses are becoming key tools for understanding these impacts, from their design (extraction of raw materials) to their end-of-life (management of used vehicles and parts) and thus contribute to a more circular economy. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 173 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 The Intelligent Exterior Systems business line is acquiring tools and organizing itself now to anticipate regulations and customer specifications: A team is dedicated to perform complete LCAs to go from the current two or three LCAs to around 100 LCAs starting in 2022-2023. For this, the project started in 2021 to create the tool by automating the footprint calculations as much as possible and adapting the processes. The aim of the complete LCA project is to improve efficiency and accuracy. This tool will make it possible to calculate the environmental impacts and adapt to regulatory changes and customer requirements. Materials with a low carbon footprint The Group is actively working with its raw material suppliers to reduce their carbon footprint. Plastic Omnium is committed to using recycled plastics in its products. In 2020, the Group joined an AFEP (French Association of Private Companies) initiative along with 33-member companies to promote circular economy and innovative projects in this area. In addition, car manufacturers are committed to the wide-scale introduction of recycled materials in their products. In 2021, the Intelligent Exterior Systems teams achieved a major milestone in the incorporation of recycled plastics (PIR and PCR) into body panels by finalizing a demo plant containing 50% recycled plastics (including visible parts) without reducing the operational performance expected by customers. The business line has tested numerous recycled materials. In its HDPE purchasing policy, Clean Energy Systems favors suppliers with the most ambitious plans to reduce the carbon content of their material, with very significant gains expected from 2026 (more than 40% compared to the European average). In addition, a simplified LCA tool was developed in 2021 with the support of CETIM (Centre Technique des Industries de la Métallurgie) and Altermaker (eco-design and LCA software). The objective is to provide a tailor-made solution that can be used rapidly by innovation project managers. By choosing the type of plastic, the process or the weight of steel used, they can measure the environmental impacts and incorporate these criteria into the overall decision-making process. In 2021, around ten project managers were trained in this tool, which allows them to obtain results in a few days with a standard deviation of only 20% compared to a full analysis. The tool was developed on the basis of a database including six environmental indicators: CO2 emissions, air pollution, water pollution, use of metarial, energy and non-renewable ressources. In addition, the business line is exploring new avenues, such as the procurement of bio-sourced HDPE. This approach is a complex subject and requires a multi-criteria analysis: availability, cost, competition with food, supply technical compatibility, etc. A vehicle fuel tank is a safety device that is required to meet stringent regulations and specifications. As a result, the material must meet specifications and approval from customers. To date, the specifications of Plastic Omnium’s customers do not allow the use of recycled materials and no bio-sourced materials are approved. A module allowing the integration of a virtual calculation of CO2 emissions will also be added to Plastic Omnium’s costing software. Each stage of the product’s manufacture will be estimated in terms of costs and carbon impact. In this context, in 2021, efforts continued to implement and create databases of emission factors based on data collected from suppliers and Plastic Omnium plants. These databases will then be used to calculate emissions for each type of product, process or manufacturing phase. These databases will be expanded and updated regularly through audits and verification of data available in the industry. These continuous updates enable Plastic Omnium to respond competitively to customer requirements. At the same time, New Energies' teams are exploring the potential of bio-sourced carbon fiber that would retain the advanced technical characteristics sought for high-pressure hydrogen fuel tanks. Waste management Industrial activity generates waste that must be recycled. Environmental standards set out best practice to make sorting and recycling more efficient. The Clean Energy Systems business line has been involved in a comprehensive life cycle analysis of fuel systems since 2019. A parametric LCA model was built in collaboration with the European Association of Fuel System Manufacturers PlasFuelSys. It includes criteria related to the types of raw materials (fossil, organic, recycled), energy consumption (depending on the energy mix of each plant), transportation and end-of-life. The challenge is to obtain a dynamic mapping by identifying levers that can be used to reduce environmental impact (supply of bio-sourced and recycled materials, transportation distances, energy efficiency of production tools, supply of green energy, usage and end-of-life/recycling). The Top Planet program, initiated in 2006, aims to reduce the environmental impacts of production in its plants. Internal production residues are reused in the manufacturing process where technically possible in order to reduce the amount of waste generated. This material, crushed and reintroduced into the process, represents 5% for Intelligent Exterior Systems and 40% for Clean Energy Systems. Production waste (plastic parts that cannot be reinjected into production, packaging waste, etc.) undergo the appropriate recovery process: ● recycled waste comprising reuse (with a usage identical to the one for The results of the study confirm the interest of converting metal tanks into plastic tanks for new models. In addition to the weight saving, which provides the latter with a significant advantage in terms of CO2 emissions in use, CO2 emissions in manufacturing are also favorable. End-of-life chemical recycling (see below) will eventually replace current energy recovery. which the part or product was initially designed, without intermediate processing), recycling or material regeneration (giving the material its primary properties back, by processing or introducing additives that enable it to be put back into the production cycle); ● recovered waste including reuse (with another use) and valorisation by incineration with energy recovery; For New Energies, well-to-wheel emissions when using a hydrogen fuel cell vehicle will be zero when hydrogen production is completely decarbonized. However, LCAs are required in order to optimize the full impact of this new solution. In 2021, a first simplified LCA was carried out according to the structure of the materials. The primary source of emissions is carbon fiber, due to its current manufacturing process. The teams therefore launched, in collaboration with suppliers, medium/long-term action plans to reduce the impact of this material. The teams are also continuing their efforts to optimize aerodynamics and make products lighter. For electric or hydrogen-powered vehicles, for which emissions “from tank to wheel” are zero, these weight optimizations will help reduce energy consumption. ● final waste, which includes non-recovered waste: waste incinerated without energy recovery and waste disposed in landfill. When possible and to promote circular economy, the sites resell their waste to reduce non-recoverable waste as much as possible. The resale of waste generated €8,16million in 2021. 174 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group but currently non-industrial and not economically viable. The purpose of this exploration is therefore to develop chemical recycling solutions for the end-of-life of fuel tanks in order to preserve the same characteristics as those of the initial product. Product end-of-life Intelligent Exterior Systems' future products will use a greater diversity of materials, as well as more advanced integration of electronic components in connection with autonomous vehicles. These changes must not jeopardize the recyclability of end-of-life products. Moreover, the teams have also begun evaluating methods and technologies to improve end-of-life dismantling and facilitate recycling. At the same time, the business line has tested a large number of recycled materials. Chemical recycling is also being explored for recycling carbon fiber from pressurized hydrogen tanks. The first tests conducted in 2021 were conclusive: the separation of the fiber from its matrix is technically feasible. The teams are now working on solutions to clean and rewind the carbon fiber. It will remain to be seen whether the technical characteristics of the fiber will be preserved after stress tests simulating the product in use in a vehicle. The project has major stakes in terms of carbon impacts: the first LCA carried out on a chemical recycling polit part Clean Energy Systems discusses the potential of chemical recycling with the largest suppliers of polyethylene adapted to the application (INEOS, LyondellBasell, etc.). The mechanical recycling of fuel tanks is very complex due to the impregnation of the fuel on certain layers. It is therefore necessary to separate the layers and clean them with solvents, before being able to reuse them. These operations are technically feasible showed a very significant reduction in the footprint compared to non-recycled carbon fiber. Performance CONSUMPTION OF PAINTS AND SOLVENTS (in metric tons) 2019 7,146 2020 5,924 2021 5,798 Paint Solvents TOTAL 8,827 6,607 6,097 15,973 12,531 11,895 4 VOC EMISSIONS (in metric tons) 2019 2020 2021 VOCs 1,771 1,710 1,155 The decrease in the consumption of paints and solvents is related to the fall in production, in particular between 2019 and 2021. As VOC emissions are also related to this, they saw a corresponding decline. emit VOCs (Volatile Organic Compounds) that can have an adverse effect on health and the environment. In order to reduce VOCs, incinerators have been installed at the end of the paintwork-station production lines. These installations ensure that the Group complies with applicable standards relating to VOC emissions. When technically possible, and in agreement with customers, solvent-based paints are replaced by water-based paints. Paint solvents PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 175 NON-FINANCIAL REPORTING DISCLOSURE The risk management and non-financial reporting of the Group 4 WASTE GENERATED ANNUALLY BY TYPE OF WASTE (in metric tons) 2019 37,731 16,884 11,913 9,554 6,941 5,882 4,197 2,349 1,693 10 2020 31,397 14,030 8,521 8,842 5,826 4,612 3,099 1,496 1,164 1 2021 31,374 13,266 9,823 8,151 6,992 4,344 3,242 1,451 1,106 2 Plastic parts Common industrial waste Metals Cardboard Wood Paint sludge Solvents Oils Plastic packaging Glass Other waste TOTAL WASTE 6,872 104,025 7,082 86,071 7,960 87,711 WASTE GENERATED ANNUALLY BY TYPE OF TREATMENT (in metric tons and %) 2019 72% 14% 14% 2020 70% 17% 13% 2021 69% 17% 14% Recycling 75,098 14,644 14,283 104,025 60,676 14,311 11,084 86,071 59,990 15,070 12,651 87,711 Recovery Incineration or disposal in landfills TOTAL WASTE Policies and procedures 4.3.3.4 BIODIVERSITY RISK Plastic Omnium is a member of Act4Nature. This initiative was launched by the French association of companies for the environment (EpE) and numerous partners in 2018. It aims to mobilize companies on the issue of their direct and indirect impacts, their dependencies and their possibilities of action in favor of nature. The aim is to address these issues with concrete and solid achievements. This initiative asks companies to help protect biodiversity, which is mainly affected by five factors: changes in land use, climate change, invasive species, overexploitation and pollution. Risk description Biodiversity refers to the diversity of living species (micro-organisms, plants, animals) present in an environment, as well as the ecosystems in which they live. This term also includes interactions between species and their environment. This risk represents the fact that, through its industrial and economic activities, but also through the global warming it could cause, a company may contribute to impacting other living species or their ecosystems. Companies can act in two ways to preserve biodiversity: either in terms of dependence (for example by limiting the use of natural resources), or in terms of impact (for example by limiting the company’s footprint on ecosystems). In 2022, Plastic Omnium plans to implement an approach to measure its impact on biodiversity. This mapping will make it possible to confirm and prioritize the actions to be implemented according to the locations and activities of the sites. The aim is also to better take into account biodiversity when carrying out new projects. Positions developed on the subject of biodiversity are still relatively rare, while the issues are closely linked to those of climate change, and the expectations of governments (regulations, development of the bioeconomy, etc.), investors and public opinion are increasing. Performance Once this approach is in place, the Group will be able to assess and monitor its impact on biodiversity using a specific indicator. The number of projects to improve this impact will also be monitored and published. 176 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The vigilance plan 4.4 THE VIGILANCE PLAN Law no. 2017-399 of March 27, 2017 on the Duty of Vigilance of parent companies and ordering companies requires companies to develop, publish and implement appropriate measures to identify risks and the means to prevent breaches to: To address social, societal and environmental challenges, this mapping is supplemented by the materiality analysis, which ranks risks and opportunities based on the assessment of the various stakeholders. These risk definition tools take into account different levels of assessment. ● human rights and fundamental freedoms, ● the health and safety of people, Risk mapping is carried out at two levels to obtain a realistic and relevant assessment for all business lines: ● the environment, ● at Group level: the annual review of the risk mapping makes it possible that may result from the activities of the Group and its subsidiaries, and those of the suppliers or subcontractors with which it has an established commercial relationship. to identify all of the risks borne by the Group. Risks related to suppliers and subcontractors are incorporated into this analysis. The Group’s risk mapping is presented in section 2 “Main risk factors” of the URD on p. 51 and the non-financial challenges are presented in section 4 under "Non-financial challenges materiality matrix" on p. 142; The purpose of this regulation is to: ● prevent serious incidents or breaches in the above areas throughout the Company value chain. ● at local level: ISO 14001, ISO 50001 and ISO 45001 certifications require the completion of a risk map for each certified site. These analyses make it possible to score the risks and identify the actions implemented locally to prevent and correct potential breaches. The risks identified relate to all environmental issues (consumption of raw materials, discharges and pollution, chemical products, waste and attention to biodiversity, etc.) and health and safety issues (accidents, occupational illnesses and psycho-social risks, etc.). Top Safety visits also provide an opportunity to raise risk situations so that prevention, mitigation or corrective action can be taken quickly. These analyses make it possible to adapt to local specificities. Plastic Omnium’s international presence highlights different realities and regulations. Discussions with management and local teams were key to provide an analysis of the relevant risks. ● justify the request of any person, justifying an interest to act, and to engage the responsibility of the author of any damage to repair it. This obligation is based on five measures: ● risk mapping (identification, analysis, prioritization); 4 ● procedures for regularly assessing the situation of subsidiaries, suppliers or subcontractors; ● appropriate actions to mitigate risks or prevent serious breaches; ● a mechanism for alerting and collecting alerts relating to the existence or occurrence of risks; ● a system to monitor the measures implemented and assess their effectiveness. The risks identified fall into the following categories: The Vigilance Plan is part of the Group’s strategy and its sustainable development program ACT FOR ALLTM which promotes ethical business and responsible purchasing. ● risks related to human rights and fundamental freedoms: these are dealt with in the Internal Audit standards, which ensures in particular that employees’ working hours are respected and that child labor is not used; GOVERNANCE OF THE VIGILANCE PLAN ● risks related to climate change and environmental pollution: measuring The Purchasing, Sustainable Development, Legal and Human Resources Departments participate in the drafting, implementation and monitoring of this Vigilance Plan. Its progress is also monitored by the Executive Committee and during ACT FOR ALLTM Committees which meet two or three times a year. The measures concern subsidiaries and suppliers. its environmental footprint and carrying out life cycle analyses enables the Group to identify the businesses that are most exposed to regulations and the expectations of clients, end-users or the financial markets. These risks are addressed as part of the ACT FOR CLIMATE Program, which includes, among other things, the Top Planet program, eco-design actions and the development of clean mobility solutions; In addition, from 2022, the Board of Directors is setting up an Appointments and Sustainable Development Committee composed of three members to focus on these issues. RISK MAPPING For subsidiaries The risk mapping analyzed as part of the Vigilance Plan is included in the Group risk mapping, which presents the main risks considered as material and specific to Plastic Omnium’s activity and business lines. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 177 NON-FINANCIAL REPORTING DISCLOSURE The vigilance plan 4 ● health and safety risks: social climate surveys and monitoring by HSE teams make it possible to draw attention to working conditions, psychosocial and health and safety risks. For suppliers In 2021, for listed suppliers, the assessment system includes three tools: 1. A database incorporating the financial information plus the These risks, as well as the mitigation measures that accompany them and the monitoring indicators are described in the Statement of NFRD. Sustainable Development data: the database is enriched each year. For suppliers who are part of a group, Plastic Omnium collects data from the parent companies; For suppliers 2. The Suppliers’ Charter: when referenced, Plastic Omnium requires each supplier to sign the Group’s Suppliers’ Charter, available on the Internet. Equivalence with their own charters, if comparable, is accepted. Deployed since 2016, the charter is built around the following references: A diagnostic tool being currently implemented will make it possible to identify the suppliers most at risk, starting in 2022. This risk analysis will cover the bulk of Plastic Omnium’s suppliers, representing more than 95% of its purchasing volume, while including all suppliers in certain sectors targeted by the risk mapping: intermediaries, and service providers acting on behalf of Plastic Omnium, such as customs brokers, are considered particularly exposed. Supplier risk analysis is based on the following five risk factors: country, sector of activity, inclusion on international sanctions lists, the existence of politically exposed persons in management bodies or the shareholding structure and published controversies. • the United Nations’ Universal Declaration of Human Rights and its two additional covenants (the International Covenant on Economic, Social and Cultural Rights and the International Covenant on Civil and Political Rights); • • the ten principles of the United Nations Global Compact; New suppliers are referenced on the basis of certain criteria, requiring different degrees of investigation, in the areas of quality, financial robustness and Sustainable Development performance. the Fundamental Conventions of the ILO (International Labor Organization) and the ILO Declaration on fundamental labor principles and rights; • Until now, supplier risk was considered a moderate risk for the Group, with financial health and ethics as the main point of attention. In 2021, a “material/component shortage” risk was added, due to the shortage of semiconductors, which had a major impact on customers and indirectly on the production. the OECD Guidelines. The suppliers undertake to comply with: • • competition law; laws and regulations aiming to fight corruption and money laundering; In addition, the measures taken due to the health crisis to guarantee the health and safety of populations have amplified certain risks with two types of impact: • human rights and working conditions: prohibition of the use of forced or compulsory labor in all its forms, the use of child labor, prohibition of discrimination in terms of employment and working conditions and guarantee of equal pay and freedom of association and protection of the right to organize. Finally, they are committed to maintaining a safe and healthy work environment. ● image impact: Plastic Omnium’s reputation may be affected by behavior that does not respect human rights regarding health and safety measures throughout the value chain; ● operational impact: a failure in the manufacturing chain can disrupt supply. In the event of a breach, Plastic Omnium may require the supplier to take corrective measures or terminate all or part of the contract for negligent non-performance. ASSESSMENT MEASURES For subsidiaries 3. A CSR assessment by an external third party: Plastic Omnium has chosen EcoVadis as a partner to assess its supply chain. From 2022, the suppliers who are required to prepare an EcoVadis assessment file will be identified on the basis of the results of the systematic diagnostic mentioned above. Several processes are in place to assess the performance of subsidiaries in different areas. Indicators are regularly monitored via the Group’s non-financial reporting tool dedicated to monitoring social and environmental indicators. The main results are presented at meetings of Executive Committees and ACT FOR ALLTM Committees. These results are used to set the main guidelines and targets, to define policies and to analyze deployment and any gaps. The main results are also presented twice a year to the European Works Council. When combined, the three assessment tools allow Plastic Omnium to assess its suppliers according to three levels of risk: low, moderate or high. Since 2021, depending on its level of risk, a supplier may fail to be selected for certain Group projects. Thus, a supplier that presents a high risk must put in place an action plan validated by Plastic Omnium in order to be able to join or remain in the panel. A supplier that has not signed the charter cannot join the panel. In addition, the Internal Audit Department plans an annual program of control visits to subsidiaries and sites. At the beginning of 2021, the audits continued remotely with the help of a local auditor and then resumed in person in the middle of the year. 22 audits were carried out. In addition to the traditional topics of an internal audit, quality, health/safety, environment and certain human rights aspects are also addressed. An additional control is carried out through the ISO 14001, ISO 45001 (or OHSAS 18001) and ISO 50001 certifications of the sites. They compare the suppliers’ level of compliance with internal requirements. In 2021, 2,750 suppliers went through the supplier risk assessment system, i.e. 1,250 suppliers more than last year. The performance indicator, the Supplier Ethics Index, a marker for the ACT FOR ALLTM program, combines the deployment rate of the three tools on a weighted basis (the database, the Suppliers’ Charter and the Sustainable Development assessment by an external third party). In 2021, it was 89%. 178 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The vigilance plan PREVENTION AND MITIGATION ACTIONS WHISTLEBLOWING PROCEDURE For subsidiaries Whistleblowing system A number of policies and procedures govern the actions of the Group and its subsidiaries. The Code of Ethics is the first instrument governing the actions of the Company and its employees. It outlines the commitments undertaken in terms of respect of Human Rights, fundamental freedoms, health and safety and the environment. Since 2018, the whistleblowing system has been accessible to external third parties via the Group’s website. This system manages all alerts in the strictest confidentiality, so that whistleblowers can report any potential breaches without fear of retaliation, in accordance with local laws. In addition, the operating procedure exists in the Group’s 22 main languages and is available on the intranet. The procedures for system entry were also presented to the competent Employee Representative Bodies. In order to prevent, reduce and correct impacts, policies and procedures have been defined and implemented by the dedicated departments at Group level (HSE and Sustainable Development Department, HR Department, Compliance Department, etc.): ● the Code of Conduct, the Code of Compliance with competition law, the Alert processing “Fundamentals and Golden Rules of internal control” and the Charter for the use of communication resources and IT tools have legal scope. In the event of a breach, sanctions may be applied; If direct management cannot intervene, employees are invited to use the two channels available to them: ● an email address: [email protected]; ● the ACT FOR ALL™ program, the Top Planet and Top Safety policies: defined at Group level and deployed in all business lines, these policies govern desired behavior within Plastic Omnium; ● a mailing address: Compagnie Plastic Omnium, Alerte Éthique, 1, allée Pierre-Burelle, 92300 Levallois-Perret, France. ● the commitment in 2003 to the 10 principles of the United Nations Global Compact; The information is processed anonymously and sent to the Group Compliance Department. ● the inclusion of Sustainable Development criteria in the criteria for The triggering of an alert is treated confidentially to ensure the protection of whistleblowers. awarding the variable portion of compensation: in 2021, 100% of directors had a Sustainable Development objective in their individual performance plan. 4 In 2021, nine alerts were received (two for HBPO and seven for Intelligent Exterior Systems and Clean Energy Systems). Local networks of correspondents are responsible for operationally applying the policies and procedures defined at Group level. All alerts received were dealt with by the Group with, where necessary, an in-depth investigation, possible intervention by Human Resources and disciplinary measures. For suppliers Whether they are internal or reported by third parties in connection with the Group’s activities within its value chain, alerts mainly concern issues related to ethics risks. Since 2021, the assessment of a supplier has had certain consequences: a supplier whose risk is high will first of all be accompanied, in order to understand the reasons for its assessment and the possibility of rapid remediation. If its risk profile is confirmed, it will have to put in place an action plan that will be validated and monitored by Plastic Omnium. In the absence of an action and improvement plan, it may be excluded from the panel. MONITORING OF MEASURES IMPLEMENTED AND ASSESSMENT OF THEIR EFFECTIVENESS Extra-financial data is presented annually in this section and is monitored on a monthly, quarterly or annual basis using dedicated reporting tools to measure changes, improvements and any discrepancies to be corrected. These data concern, for example, work organization, overtime, compensation, incidents of discrimination, equal opportunities, health and safety as well as greenhouse gas emissions and energy consumption, consumption of raw materials, waste and environmental incidents. Additional measures are also in place: ● the conditional requirement to certain contractors to be certified according to the ISO 14001, ISO 45001 standards; ● a major discrepancy identified, for example during an audit, that may The issues covered in the ACT FOR ALL™ program are subject to specific monitoring within dedicated Committees. In addition, targets have been set for the ACT FOR ALLTM program’s 13 markers by 2025 with intermediate annual targets (See the ACT FOR ALLTM table on p. 138). lead the Group to take all necessary measures to guarantee its integrity and sustainability; ● training; ● the inclusion of contractual clauses on social and environmental issues in the General Supply Terms and Conditions in its supplier, subcontractor and service provider contracts. The assessments carried out by third parties show a constant improvement in the Group’s non-financial performance (refer to the section entitled “Report from the Independent Third Party” on p. 193). Two issues in particular are monitored by the Group: In total, 2,750 suppliers went through the supplier risk assessment system in 2021, i.e. 1,250 additional suppliers integrated compared to last year. In addition, a diagnostic tool being implemented will make it possible to identify, from 2022, the suppliers most at risk. This risk analysis will cover all of Plastic Omnium’s suppliers, representing more than 95%. ● chemical products: products covered by the European REACH regulation must be registered. Plastic Omnium is working with an external service provider to ensure that products meet regulations and that the safety data sheets (which provide information on risks and stipulate usage precautions) are up to date. Because the lists of products covered by REACH change regularly, this work involves anticipating regulations; ● conflict minerals (see p. 164). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 179 NON-FINANCIAL REPORTING DISCLOSURE The “European taxonomy” 4 4.5 THE “EUROPEAN TAXONOMY”(1) Methodology THE TAXONOMY REGULATION ● An eligible activity is an activity described in the delegated acts relating to the six environmental objectives of the taxonomy, independently of the environmental performance of these activities. The eligible activities were selected by the regulator for their ability to contribute to the targeted objectives. On June 22, 2020, the Official Journal of the European Commission published the Taxonomy Regulation (EU) 2020/852 to introduce a new non-financial reporting standard to ease sustainable investments. Objectives ● An activity is aligned if it is eligible and meets the following criteria: ● Promote corporate transparency; ● contributes substantially to at least one of the six environmental ● Encourage companies to develop sustainable activities; objectives (graphic below); ● Direct investments towards sustainable projects; ● does not cause any significant harm to any of the other environmental objectives (DNSH principle: “Do No Significant Harm”); ● Enable financial players to display the “green” portion of their portfolio. ● complies with minimum social saveguards (International Labor Code, human rights, etc.). Who is expected? ● Member States, which must apply the Taxonomy criteria to future or Method of application existing legislation and labels. Obligation for the 2021 fiscal year (NFRD published early 2022): ● Financial market players, which must provide information on how and to what extent their financial products support economic activities that meet the environmental sustainability criteria of the Taxonomy. ● two objectives are covered: the delegated act of June 4, 2021 specified the criteria for an activity to qualify as contributing substantially to either mitigation or adaptation to climate change; ● Companies subject to NFRD requirements, which must describe the extent to which their activities meet the environmental sustainability criteria of the Taxonomy. ● a simplified reporting on the eligibility of economic activities; ● three indicators are to be published: ● the share of eligible revenue, ● the share of eligible operating expenses (OPEX), ● the share of eligible capital expenditure (CAPEX). 1 2 3 CLIMATE CHANGE MITIGATION ADAPTATION TRANSITION TO CLIMATE CHANGE TO A CIRCULAR ECONOMY 4 5 6 SUSTAINABLE USE AND PROTECTION PROTECTION AND RESTORATION OF BIODIVERSITY POLLUTION PREVENTION AND REDUCTION OF AQUATIC AND MARINE RESOURCES AND ECOSYSTEMS (1) Sustainable taxonomy as defined by REGULATION (EU) 2020/852 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 June 2020 on establishing a framework to promote sustainable investments. 180 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The “European taxonomy” CALCULATION METHODOLOGY Eligible Plastic Omnium activities The Taxonomy supports Plastic Omnium’s overall strategy of contributing to the development of sustainable mobility. As an automotive supplier, Plastic Omnium manufactures parts and technologies for the design of vehicles with low CO2 emissions. Thus, the company contributes to the value creation of each taxonomy-eligible vehicle sold by its customers and contributes to sustainable mobility as an enabling activity. Objective 1: Climate change mitigation NACE code Description of the activity Taxonomy reference Indicators Manufacture of: 25.29 27.11 27.90 ● 3.2 Manufacture of equipment for the production and use of hydrogen hydrogen fuel tanks ● fuel cell stacks ● integrated hydrogen systems Revenue OPEX CAPEX Manufacturing equipment (bumpers, tailgates, fuel tanks, front-end modules, interior modules: cockpit and center console) for electric or plug-in hybrid vehicles. 29.32 29.32 3.3 Manufacture of low carbon technologies for transport 3.4 Manufacture of batteries Manufacture of: ● electric batteries * Plastic Omnium did not record any sales in this activity at December 31, 2021. ● platforms producing equipment that is solely for electric or hybrid vehicles; Identification of sustainable activities 4 The Group relies on its internal financial reporting based on sub-segmentation of activities, which makes it possible to isolate: a ● share of activity related to equipment for electric vehicles from common platforms for electric and internal combustion vehicles, based on IHS(1) information as of December 31, 2021. ● hydrogen activity; ● battery activity; In addition, the Group is committed to reducing its environmental impact. To do this, it incurs operating expenses and investments in eligible “support activities”, enabling it to reduce its greenhouse gases emissions. ● activities serving hybrid vehicles in “Clean Energy Systems” business line; ● and for the activities of the “Intelligent Exterior Systems” and “Modules” business line: Objective 1: Climate change mitigation Description of the support activity Taxonomy reference Indicators Use of company vehicles 6.5 Transport by motorcycle, passenger car and light commercial vehicle 7.3 Installation, maintenance and repair of energy efficiency equipment Energy improvement works OPEX CAPEX 7.6 Installation, maintenance and repair of renewable energy technologies Installation for the operation of renewable energies Rental, construction or acquisition of offices or warehouses 7.7 Acquisition and ownership of buildings * Industrial buildings, equipment and tooling were deemed ineligible Indicators The calculation methodology for each indicator is described in the table below: Indicators Revenue OPEX CAPEX Direct non-capitalized costs related to maintenance, repair of property, plant and equipment (including building renovation) and R&D Increase in the balance sheet gross value of property, plant and equipment (IAS 16), intangible assets (IAS 38), and lease rights-of-use (IFRS 16) Consolidated financial statements (see p. 197) Denominator Above costs related to eligible activities in a plan to increase the share of eligible activity within five years and related to the acquisition of eligible products and services The above increases related to eligible activities resulting from a plan to increase the share of aligned activities within five years, and related to the acquisition of the products and services of eligible activities Numerator Revenue from eligible activities (1) IHS for “IHS Markit”, an Anglo-American specialist economic information company, which publishes trends and forecasts, including for the automotive sector. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 181 NON-FINANCIAL REPORTING DISCLOSURE The “European taxonomy” 4 Reporting For the publication of the “Sustainable Taxonomy” at December 31, 2021, the Group has put in place a reporting system that meets the same requirements as those for collecting the information used to prepare the consolidated financial statements. RESULTS Revenue PERCENTAGE OF ELIGIBLE REVENUE Group (IFRS) Group (Economic) Taxonomy activities % Total <0.1% % Total <0.1% * 16.2% 3.2 Manufacture of equipment for the production and use of hydrogen 3.3 Manufacture of low carbon technologies for transport TOTAL ELIGIBLE 15.4% 15.4% 16.2% TOTAL NON-ELIGIBLE 84.6% 83.8% TOTAL REVENUE ** (in thousands of euros) 7,233,311 8,017,155 * This percentage does not include EKPO sales (around €10 million): a joint venture 40% owned by Plastic Omnium. ** See Note 3.1.1. “Income statement by operating segment in the consolidated financial statements” (Chapter 5) The Group’s Taxonomy-eligible revenue represents 15.4% of the Group’s total revenue (IFRS consolidated scope). Operating expenses (OPEX) “Taxonomy OPEX”, consisting of asset servicing, repair and maintenance costs, and non-capitalized research and development expenses, represent significantly less than 10% of the Group’s(1) operating expenses (cost of goods and services sold, research and development expenses, selling costs, overheads, and other operating expenses). In accordance with the Taxonomy Regulation, as the taxonomy OPEX is not material, the Group has not calculated the eligible share for this indicator. (1) See Notes 4.1. “Breakdown of Research and Development costs”, 4.2 “Operating costs” and 5.1.3 “Rents arising from non-capitalized leases” in the consolidated financial statements (Chapter 5) 182 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE The “European taxonomy” Capital expenditure (CAPEX) The total Taxonomy CAPEX for 2021 amounted to €353.5 million as detailed in the table below. TOTAL CAPEX (in thousands of euros) Developments capitalized in fiscal year 2021 * 128,550 16,645 Increases in intangible assets in fiscal year 2021 * Increases in full ownership of property, plant and equipment in fiscal year 2021 ** Increases in lease right-of-use assets (IFRS 16) in fiscal year 2021 ** TOTAL GROUP TAXONOMY CAPEX 160,101 48,226 353,522 * See Note 5.1.2 to the consolidated financial statements ** See Note 5.1.3 to the consolidated financial statements The Group’s investments eligible for the European Taxonomy represent 22.4% of the total Taxonomy CAPEX as detailed in the table below. PERCENTAGE OF ELIGIBLE CAPITAL EXPENDITURE (CAPEX) Group CAPEX % total 5.3% 4 Taxonomy activities 3.2 Manufacture of equipment for the production and use of hydrogen 3.3 Manufacture of low carbon technologies for transport 3.4 Manufacture of batteries 13.3% 0.5% TOTAL ASSOCIATED WITH ELIGIBLE ACTIVITIES Support activities 19.1% 3.3% TOTAL ELIGIBLE 22.4% 77.6% TOTAL NON-ELIGIBLE PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 183 NON-FINANCIAL REPORTING DISCLOSURE Other non-financial indicators 4 4.6 OTHER NON-FINANCIAL INDICATORS SOCIAL AND SOCIETAL INDICATORS ACCIDENT FREQUENCY AND SEVERITY RATES (EXCLUDING TEMPORARY STAFF) 2019 1.17 1.84 0.03 2020 1.04 1.49 0.03 2021 0.54 0.8 FR1: Workplace accident frequency rate with lost time in number of accidents per million hours worked FR2: Workplace accident frequency rate, with and without lost time in number of accidents per million hours worked SR: Severity rate of workplace accidents in number of days lost per thousand hours worked 0.03 SAFETY INDICATORS (INCLUDING TEMPORARY STAFF) 2019 1,681 33 2020 1,161 18 2021 1,018 12 Number of first aid cases Number of workplace accidents without lost time Number of workplace accidents with lost time Number of days of workplace accident-related lost time 64 47 31 1,282 1,357 1,223 WORKFORCE BY TYPE OF WORK CONTRACT 2019 2020 82% 4% 2021 83% 4% Permanent employment contracts Fixed-term employment contracts Registered employees 21,913 1,266 80% 5% 21,473 20,872 931 1,163 22,636 3,783 23,179 4,122 21,803 3,243 25,046 Temporary 15% 14% 13% TOTAL EMPLOYEES (REGISTERED AND TEMPORARY) 27,301 26,419 BREAKDOWN OF WORKFORCE BY REGION AND TYPE OF EMPLOYMENT CONTRACT Permanent employment contract Fixed-term employment contract Total registered Temporary 411 Total 3,269 7,674 4,015 5,568 1,616 2,904 25,046 France 2,849 6,245 3,387 5,170 1,243 1,978 20,872 9 459 307 3 2,858 Western Europe excluding France Eastern Europe North America 6,704 970 3,694 321 5,173 395 South America and Africa Asia 125 28 1,368 248 2,006 898 TOTAL 931 21,803 3,243 184 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Other non-financial indicators NUMBER OF EMPLOYEES HIRED DURING THE YEAR 2019 616 2020 389 2021 600 Managers hired Non-Managers hired TOTAL 4,806 5,422 2,904 3,293 2,663 3,263 NUMBER OF DEPARTURES DURING THE YEAR 2019 525 2020 382 2021 361 Redundancies Terminations for other reasons Other departures TOTAL 1,730 2,065 4,320 1,332 1,405 3,119 1,066 1,930 3,357 NUMBER OF MANAGERS HIRED DURING THE YEAR PER REGION 4 162 Asia 132 France 69 25 South America and Africa Western Europe excluding France 47 165 North America Eastern Europe PERSONNEL COSTS In thousands of euros 2019 (835,462) (248,762) (19,213) 2020 (782,963) (224,490) (13,916) 2021 (791,816) (233,487) (14,873) Wages and salaries Payroll taxes Non-discretionary profit-sharing Pension and other post-employment benefit costs Share-based payments (5,626) (9,376) (4,520) (2,492) (1,408) (2,086) Other personnel costs (47,356) (22,757) (42,700) TOTAL PERSONNEL COSTS EXCLUDING TEMPORARY STAFF COSTS Temporary staff costs (1,158,911) (147,890) (1,306,801) (1,054,910) (98,875) (1,089,482) (93,198) TOTAL PERSONNEL COSTS INCLUDING TEMPORARY STAFF COSTS (1,153,785) (1,182,680) PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 185 NON-FINANCIAL REPORTING DISCLOSURE Other non-financial indicators 4 NUMBER OF EMPLOYEES WORKING IN SHIFTS 2019 14,911 1,425 131 2020 14,453 1,145 247 2021 13,947 1,148 98 Employees working in shifts of which employees working only nights of which employees working only weekends Part-time employees 437 446 422 OVERTIME HOURS 2019 From 35 hrs. to 48 hrs. 1,297 2020 2021 From 35 hrs. to 48 hrs. 935 Hours worked per week From 35 hrs. to 48 hrs. 920 Overtime (full-time equivalent) MOBILITY RATE FOR MANAGERS 2019 2020 2021 24% 9% France 12% 11% 10% 15% 19% 16% 13% 11% 7% Western Europe excluding France Eastern Europe North America 10% 14% 12% 12% 11% 5% 5% South America and Africa Asia 5% 17% 10% TOTAL RELATIONSHIPS AND SOCIAL DIALOG 2019 181 73 2020 182 71 2021 181 70 Existing committees of which Works Councils Other committees (training, etc.) 86 82 85 Number of trade unions represented Number of Company agreements signed during the year Agreements on health and safety at work Percentage of employees covered by a collective agreement 38 37 37 267 24 313 31 248 21 60% 59% 58% CONTRIBUTIONS TO WORKS COUNCIL EMPLOYEE WELFARE PROGRAMS IN FRANCE (in thousands of euros) 2019 2020 2021 Contribution to Works Council employee welfare programs over the year in France 808 743 822 186 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Other non-financial indicators ENVIRONMENTAL INDICATORS ANNUAL CONSUMPTION OF RAW MATERIALS (in metric tons) 2019 338,535 16,069 2020 258,993 7,411 2021x 258,752 7,011 New plastics Blank composites Recycled plastics TOTAL PLASTICS 15,051 6,463 9,560 369,656 272,866 275,323 Water management Water is a raw material, mainly used to cool circuits. To do so, it is consumed preferably through a closed loop in order to limit the total volume consumed. Waste water is water used in painting processes, where it is reprocessed, and the paint sludge enters the waste management circuits in compliance with sanitary water regulations. WATER CONSUMPTION 2019 1,306,024 3.252 2020 967,487 3.250 2021 1 007,006 3.370 Annual consumption (in m3) 4 Consumption (in l/kg of processed material) Water discharges (in m3) 954,789 771,973 748,724 SCOPES 1 AND 2 CO2 EMISSIONS BY BUSINESS LINE (T eq CO2) (1) CO2 EMISSIONS (Kg eq CO2 / Kg of material processed) (1) 1.64 1.61 445,623 5,586 1.42 1.11 366,845 360,919 5,874 169,128 1.22 0.87 5,383 1.21 141,828 145,483 0.86 0.81 HBPO Clean Energy Systems 270,908 215,489 213,709 Intelligent Exterior Systems 2019 2020 2021 2021 2019 2020 Intelligent Exterior Systems Group Clean Energy Systems SCOPE 2 (LOCATION-BASED) CO2 EMISSIONS Group 2019 2020 2021 Scope 2 (Location-Based) CO2 emissions (T eq CO2) 355,840 288,864 290,109 NUMBER OF SITES CERTIFIED TO ISO 50001 2019 2020 34 2021 ISO 50001 certified sites 34 41 (1) Location-based PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 187 NON-FINANCIAL REPORTING DISCLOSURE Other non-financial indicators 4 NUMBER OF SITES CERTIFIED TO ISO 14001 STANDARDS 2019 2020 2021 ISO 14001 certified sites 99 96 103 NUMBER OF SITES CERTIFIED ISO 45001 80 78 75 2021 2019 2020 188 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Methodology 4.7 METHODOLOGY 2.3 the indicators approved on November 30, 2020 and considered as SCOPE OF THE REPORT valid for the entire year: hours worked per week, percentage of employees covered by a collective agreement, percentage of employees trained during the year, workstations adapted for employees with disabilities, economic and financial information: market share, growth forecast, investments, etc.; The reporting scope aims to represent all the businesses of Compagnie Plastic Omnium SE. For 2021, the corporate, social and environmental reporting covers all of the IFRS 2021 revenue of Compagnie Plastic Omnium SE. 2.4 the indicators approved on October 31, 2021 and considered as valid for the entire year: number of incidents of discrimination, number of measures taken following incidents of discrimination, committees, other commissions, number of trade unions represented, company agreements, agreements on health and safety in the workplace. The water and energy consumption of the vendor managed inventory (VMI) managed by Intelligent Exterior Systems and Clean Energy Systems is also included, as are the resulting CO2 emissions. The Group has eight facilities classified for the protection of the environment (ICPE) subject to authorization, one ICPE subject to registration and two ICPEs subject to declaration. All indicators are calculated on the IFRS scope and given for two or three years to enable comparability. For the HSE part: all “quantitative” indicators are approved on November 30, then extrapolated over 12 months (water, energy, plastic, paint & solvent consumption, VOC & GHG emissions, waste, etc.). 1.1 Employees by type of contract and temporary employees at December 31, 2021 include all the legal entities in the management accounts’ consolidation scope. HSE indicators on energy consumption, plastics and composites, solvents, water, CO emissions, water discharges, waste and the correlated ratios were corrected for 2019 and/or 2020 following the detection of minor errors, concerning 11 sites. 1.2 Likewise, registered employees are broken down by gender, by operators/employees/managers, as well as by age group, and temporary employees are included in all of the legal entities in the scope of consolidation. 4 Emission factors used to calculate ꢀLocation-Basedꢀ CO2 emissions resulting from electricity consumption are those of ADEME for France and the IEA (International Energy Agency) for all other countries; data for 2020. 1.3 R&D indicators (number of sites, number of R&D employees) are calculated on the basis of the Group’s scope (IFRS and Joint Venture). Changes in consolidation scope: Emission factors used to calculate Market-Based CO2 emissions resulting from electricity consumption come from the IEA & RE-DISS Residual Mix for European countries; 2020 data. For social reporting, indicators are reported as of the establishment or consolidation of the site. The new sites in 2021 were IES Cologne SILS – CES Jakarta – NE Wels – HBPO Hicom. No sites were excluded from the scope. For the other continents, in the absence of Market-Based emission factors, the IEA Location-Based emission factors are used. Concerning the HSE scope, the procedures for incorporating newly created or acquired entities and excluding entities closed or sold during the year remain unchanged. No new sites were included in the HSE reporting in 2021, while two sites were excluded: IES Villaverde, now integrated into the IES Arevalo site, and CES Eisenach, which has closed. EXTERNAL PROCEDURES AND CONTROLS A specific reporting protocol for the HSE and Human Resources Departments was developed and provides information about the collection and validation procedure as well as definitions for the indicators identified, in a single document. This protocol is sent to all contributors and validators of non-financial data. This data is collected in the Group’s non-financial reporting software. INDICATOR CALCULATION METHODS Indicators were approved on December 31, 2021, except for the following indicators: For 1the procedures for reporting non-financial indicators were externally audited by Mazars, an independent third-party. This involved site audits, based on a selection of corporate, social and environmental indicators, across 14 sites representative of the Plastic Omnium Group’s operations to check the quality and overall credibility of the reporting system. 2.1 the indicators approved on November 30, 2021 and extrapolated to December 31, based on the ratio of employees at December/employees at November: gender breakdown, breakdown by operators/employees, employees working in shifts or part-time, number of people with disabilities; The sites audited in 2021 are: IES Amiens, IES Tudela, IES Valencia Plant, IES Tulipan, IES Bratislava Plant, IES Chattanooga, IES Greer, IES Puebla, IES Taubate, CES α-Alphatech, CES Vigo Metal, CES Huron, CES Rayong, HBPO Lozorno. 2.2 the indicators approved on November 30, 2021 and prorated to December 31, based on the ratio of 12/11: internal and external training hours, invoices from training organizations, number of interns, number of employees trained since January 1, 2021 all environmental data (except for the number of ISO 14001 and ISO 50001 certified sites, approved on December 31); The nature of the audits and the related conclusions are presented in a specific certification at the end of this section. The glossary of indicators may be obtained upon request from the Group Human Resources and HSE/Sustainable Development Department. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 189 NON-FINANCIAL REPORTING DISCLOSURE Cross-reference table 4 4.8 CROSS-REFERENCE TABLE SASB(2) themes (automotive parts Principles of the United Nations Global Compact Key performance indicators GRI(1) Themes Sub-themes Chapters Pages indicators repository) 1 4.2 28 131 GRI 201-1 GRI 201-2 Design for fuel efficiency Business model Risk to the health and safety of people 4.3.1.1 147 Frequency rate 1. Supporting and respecting the protection of internationally proclaimed Human Rights GRI 403-2 GRI 403-3 FR1 (workplace accidents with lost time, including temporary staff): 0.63 FR2 (workplace accidents with and without lost time, including temporary staff): 0.88 Number of Stop 5 training courses: 237 Number of Top Safety training courses: 523 Percentage of workstations for which ergonomics were assessed: 98% Human Resources risks: 4.3.1.2 150 Hours of training per year and per employee: 18 hrs. Share of executive positions filled internally: 74% Management turnover rate: 13.82% Absenteeism rate: 2.81% Percentage of women in the workforce: 26% Proportion of engineers and managers that are women: 22.2% Proportion of women in senior management positions: 15.7% Percentage of women on Executive Committees: 38 % 1. Supporting and respecting the protection of internationally proclaimed Human Rights GRI 202-2 GRI 404-1 GRI 404-2 GRI 404-3 Social stakes Talent management and key skills GRI 405-1 GRI 406 Employee engagement 3. Respecting freedom of association and recognizing the right to collective bargaining GRI 102-41 Equal opportunities / diversity and inclusion 6. Contributing to the elimination of discrimination in respect of employment and occupation Social dialog Number of workers with disabilities: 421 Number of apprentices: 875 190 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Cross-reference table SASB(2) themes Principles of the United Nations Global Compact (automotive parts Key performance indicators GRI(1) Themes Sub-themes Chapters Pages indicators repository) Business ethics and 4.3.2.1 tax evasion risks 159 Ethics Awareness Index: 10. Working against GRI 102-16 Competitive 89.5(3) corruption in all its forms, including extortion and bribery behavior GRI 102-17 GRI 205-1 GRI 205-2 GRI 205-3 GRI 207-1 Cyber risk – IT continuity of service – data protection 4.3.2.2 161 161 External audits: sites certified or whose certifications have been renewed under the TISAX standard: 9 GRI 418 Product safety and 4.3.2.3 quality and Number of R&D centers: 31 GRI 416-1 Product Safety 57 patent families filed Percentage of sites certified IATF 16949: 97% customer satisfaction Societal stakes Responsible purchasing/supplier risk 4.3.2.4 4.3.2.5 163 164 Supplier Ethics Index: 89% Principles 1 to 10 Principles 1 to 10 GRI 102-16 Materials GRI 102-17 GRI 308-1 GRI 308-2 GRI 406-1 GRI 407-1 GRI 408-1 GRI 409-1 GRI 412-1 GRI 412-2 GRI 414-1 GRI 414-2 sourcing 4 Human Rights risk Proportion of sites that proposed an action in favor of communities: 70% Materials sourcing Risk relating to the 4.3.3.1 impact of climate change on the Company's business model 165 CO2 emissions: 7. Taking a cautious approach to environmental GRI 102-27 Energy scope 1: 75 kt eq CO2 scope 2: 312 kt eq CO2 scope 3: 32,339 kt eq CO2 GRI 302-1 GRI 302-3 GRI 302-5 GRI 305-1 GRI 305-2 GRI 302-3 GRI 305-4 GRI 305-5 management problems 8. Taking initiatives that will promote greater environmental Number of industrial sites equipped to generate renewable energy: 5 responsibility 9. Promoting the development and dissemination of environmentally-friendly technologies Natural/climate disasters risk (non-adaptation to climate change) 4.3.3.2 4.3.3.3 173 173 Water consumption: 3.370 l/kg of materials processed Consumption of raw materials: 298,779 t 7. Taking a cautious approach to environmental problems Environmental stakes Eco-design and recyclability risk Proportion of recycled or recovered waste: 86% will promote greater environmental 8. Taking initiatives that GRI 301-1 Materials efficiency Design for fuel efficiency GRI 301-2 GRI 305-5 GRI 306-5 GRI 416-1 responsibility 9. Promoting the development and dissemination of environmentally-friendly technologies Biodiversity risk 4.3.3.4 176 Index in the process of being defined 7. Taking a cautious approach to environmental problems GRI 304-1 GRI 304-2 GRI 304-3 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 191 NON-FINANCIAL REPORTING DISCLOSURE Cross-reference table 4 SASB(2) themes (automotive parts Principles of the United Nations Global Compact Key performance indicators GRI(1) Themes Sub-themes Chapters Pages indicators repository) Risk mapping 4.4 177 Number of sites certified Principles 1 to 10 to ISO 14001 standards: 103 Materials sourcing Number of sites certified to ISO 45001 standards: 80 Number of sites certified to ISO 50001 standards: 41 Assessment measures 4.4 178 Ethics Awareness Index: 89.5 GRI 308-1 GRI 412-1 GRI 412-2 GRI 412-3 GRI 414-1 Duty of vigilance Prevention and mitigation actions 4.4 4.4 179 179 Whistleblowing procedure Number of alerts received and processed: 9 Monitoring systems 4.4 179 Number of suppliers that have passed through the assessment process: 2,750 (1) The Global Reporting Initiative (GRI) is an independent international standardization body for the performance in terms of sustainable development of companies and organizations. (2) The Sustainability Accounting Standards Board (SASB) is a non-profit organization founded in 2011 to develop sustainability accounting standards. (3) In 2021, the index was calculated based on the proportion of employees concerned who achieved a score greater than or equal to 80% on the Code of Conduct online training during the year. The employees concerned are new hires and employees whose Code of Conduct online training was made available in their local language during the year. 192 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Report from the Independent third Party 4.9 REPORT BY ONE OF THE STATUTORY AUDITORS ON THE VERIFICATION OF THE CONSOLIDATED NON-FINANCIAL STATEMENT INCLUDED ON A VOLUNTARY BASIS IN THE GROUP MANAGEMENT REPORT FOR THE YEAR ENDED DECEMBER 31, 2021 This is a free translation into English of the Statutory Auditor’s report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the shareholders, In our capacity as Statutory Auditor, member of Mazars Group and accredited by COFRAC Inspection under number 3-1058 (scope of accreditation available on www.cofrac.fr), we have performed work to provide a reasoned opinion that expresses a limited level of assurance on the historical information (observed and extrapolated) of the consolidated extra-financial performance statement, prepared in accordance with the entity’s procedures (hereinafter the “Statement") for the financial year ended December 31, 2021 (hereinafter respectively the "Information" and the "Statement"), presented on a voluntary basis in the management report of the group with reference to the requirements of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the Commercial Code. 4 CONCLUSION Based on the procedures we performed, as described in the "Nature and scope of our work” and the evidence we collected, nothing has come to our attention that causes us to believe that the consolidated non-financial statement is not presented in accordance with the regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects. PREPARATION OF THE NON-FINANCIAL PERFORMANCE STATEMENT The lack of a commonly used framework or established practice on which to base the assessment and evaluation of information allows for the use of alternative accepted methodologies that may affect comparability between entities and over time. The Statement has been prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), which are available on request and of which the main elements are presented in the Statement. RESTRICTIONS DUE TO THE PREPARATION OF THE INFORMATION The Information may contain inherent uncertainty about the state of scientific or economic knowledge and the quality of external data used. Some of the Information is dependent on the methodological choices, assumptions and/or estimates made in preparing the information and presented in the Statement. THE ENTITY’S RESPONSIBILITY The Board of Directors is responsible for: ● selecting or setting appropriate criteria for the provision of the Information; ● preparing the Statement with reference to legal and regulatory requirements, including a presentation of the business model, a description of the principal non-financial risks, a presentation of the policies implemented considering those risks and the outcomes of said policies, including key performance indicators and also, the Information required by Article 8 of Regulation (EU) 2020/852 (EU Taxonomy); ● and implementing internal control procedures deemed necessary to preparation of information, free from material misstatement, whether due to fraud or error. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 193 NON-FINANCIAL REPORTING DISCLOSURE Report from the Independent third Party 4 RESPONSIBILITY OF THE STATUTORY AUDITOR Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on: ● the compliance of the Statement with the requirements of article R. 225-105 of the French Commercial Code; ● the fairness of the Information provided with reference to article R. 225 105 I, 3° and II of the French Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering the principal risks (hereinafter the “Information”). However, it is not our responsibility to comment on the entity’s compliance with other applicable legal and regulatory requirements, in particular the French duty of care law and anti-corruption and tax avoidance legislation nor on the compliance of products and services with the applicable regulations. This is not our responsibility to express an opinion on: ● the entity’s compliance with other applicable legal and regulatory requirements (in particular with regard to the Information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the due diligence plan and the fight against corruption and tax evasion); ● the truthfulness of the Information provided for in Article 8 of Regulation (EU) 2020/852 (EU Taxonomy); ● the compliance of products and services with applicable regulations. REGULATORY PROVISIONS AND APPLICABLE PROFESSIONAL STANDARDS The work described below was performed with reference to the provisions of articles A. 225-1 et seq. of the French Commercial Code, as well as with the professional guidance of the French Institute of Statutory Auditors (“CNCC”) applicable to such engagements and with ISAE 3000 (revised version). INDEPENDENCE AND QUALITY CONTROL Our independence is defined by the requirements of article L. 822-11-3 of the French Commercial Code and the French Code of Ethics (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French professional. MEANS AND RESOURCES Our work was carried out by a team of 8 people between September 2021 and February 2022 and took a total of 8 weeks. We conducted a dozen of interviews with the people responsible for preparing the Statement, representing in particular CSR, HSE, HR, Purchasing, Quality, Risk Management departments. 194 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com NON-FINANCIAL REPORTING DISCLOSURE Report from the Independent third Party NATURE AND SCOPE OF OUR WORK We planned and performed our work considering the risks of significant misstatement of the Information. We are convinced that the procedures we have carried out in the exercise of our professional judgment enable us to provide a limited assurance conclusion: ● we obtained an understanding of all the consolidated entities’ activities and the description of the principal risks associated; ● we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability, with due consideration of industry best practices, where appropriate; ● we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III as well as information regarding compliance with human rights and anti-corruption and tax avoidance legislation; ● we verified that the Statement provides the Information required under article R. 225-105 II of the French Commercial Code, where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the Information required under article L. 225-102-1 III, paragraph 2 of the French Commercial Code; ● we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to the principal risks; ● we referred to documentary sources and conducted interviews to: ● assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the principal risks and the policies presented, and; ● corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in Appendix 1; concerning 4 certain risks related to Product quality and safety, Customer satisfaction, Business ethics, Responsible supply chain, our work was carried out on the consolidating entity, for the others risks, our work was carried out on the consolidating entity and on a selection of entities(1); ● we verified that the Statement covers the scope of consolidation, i.e., all the consolidated entities in accordance with article L. 233-16 of the French Commercial Code within the limitations set out in the Statement; ● we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the data collection process to ensure the completeness and fairness of the Information; ● for the key performance indicators and other quantitative outcomes that we considered to be the most important presented in Appendix 1, we implemented: ● analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data; ● tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities1 and covers between 19% and 100% of the consolidated data relating to the key performance indicators and outcomes selected for these tests; ● we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities. We are convinced that the work carried out, based on our professional judgement, is sufficient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures. Paris-La Défense, March 9, 2022 French original signed by: Independent Verifier Mazars SAS Juliette DECOUX-GUILLEMOT Partner Edwige REY Partner, CSR & Sustainable Development (1) IES Amiens (France); IES Tudela (Spain); IES Valencia (Spain); IES Bratislava Plant (Slovakia); IES Tulipan (Poland); IES Chattanooga (USA); IES Greer (USA) ; IES Puebla (Mexico); IES Taubate (Brazil); CES Alphatech (France); CES Huron (USA); CES Rayong (Thailand); CES Vigo Metal (Spain); HBPO Lozorno (Slovakia). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 195 NON-FINANCIAL REPORTING DISCLOSURE Report from the Independent third Party 4 ANNEXE 1: INFORMATION CONSIDERED MOST IMPORTANT Social QUALITATIVE INFORMATION (ACTIONS AND RESULTS) ● Total workforce and breakdown by gender, age and position ● ● ● ● ● ● ● Tf1 - Lost time accident frequency rate Tf2 - Frequency rate of work accidents with and without lost time Ratio of the number of Top Safety visits / person / year Management turnover rate ● Product quality and safety ● Business ethics ● Responsible Purchasing ● Health, safety and working conditions Absenteeism rate ● Energy efficiency and greenhouse gas emissions Hours of training Average number of committees QUANTITATIVE INDICATORS (INCLUDING KEY PERFORMANCE INDICATORS) Societal Environment ● ● ● ● Family of registered patents Responsible Purchasing Index Percentage of ethical training ● Electricity consumption / kg of transformed materials purchased ● Share of green electricity consumption ● Gas consumption / kg of transformed materials purchased Number of R&D centers and number of employees working in R&D centers ● Part of waste recycled and recovered ● Part of IATF 16949 certified sites ● GHG emissions / kg of transformed materials purchased 196 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 5 CONSOLIDATED FINANCIAL STATEMENTS 2021 AFR PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS 198 Financial indicators 198 5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK 200 5.1.1 5.1.2 5.1.3 Comments on the consolidated financial statements Investments 200 203 203 Outlook and events after the reporting period 5.2 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021 206 206 207 5.2.1 5.2.2 5.2.3 Balance sheet Income statement Statement of comprehensive net inco me and gains and losses recognized directly in equity 208 209 211 213 5.2.4 5.2.5 5.2.6 Statement of changes in equity Statement of cash-flows Notes to the consolidated financial statements 5.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 282 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 197 CONSOLIDATED FINANCIAL STATEMENTS 2021 PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS 5 PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL INDICATORS In the context of its financial communication, the Group uses financial indicators based on aggregates taken from the consolidated financial statements prepared in accordance with IFRS, as adopted in the European Union. of “economic revenue” for its operational management, which corresponds to the consolidated revenue of the Group and its joint ventures at their percentage stake: Yanfeng Plastic Omnium, the Chinese leader in exterior body parts, SHB Automotive modules, the leading Korean front-end module company and BPO, a major player in the Turkish exterior equipment market. As indicated in Note 3.1 of the consolidated financial statements at December 31, 2021, on segment information, the Group uses the notion RECONCILIATION OF ECONOMIC REVENUE WITH CONSOLIDATED REVENU In thousands of euros 2021 8,017,155 783,844 2020 7,732,070 658,843 ECONOMIC REVENUE Including revenue from joint ventures at the Group’s percentage stake CONSOLIDATED REVENUE 7,233,311 7,073,227 198 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com Comments on the fiscal year and outlook PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 199 CONSOLIDATED FINANCIAL STATEMENTS 2021 Comments on the fiscal year and outlook 5 5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK 5.1.1 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS In millions of euros Economic revenue Consolidated revenue 2020 7,732 7,073 2021 8,017 7,233 Change +3.7% +2.3% Operating margin % of consolidated revenue 118 1.7% 303 4.2% +€185m +2.5 pts Impairment of assets (255) (251) (5) N/A Net result – Group share 126 +€377m EBITDA % of consolidated revenue 648 9.2% 771 10.7% +€123m +1.5pt Investments 374 - 294 (6) -€80m -€6m Real estate divestment Free cash-flow 34 251 854 41% 1.1 +€217m +€47m stable Net debt at 12/31 Net debt/equity and quasi-equity Net debt/EBITDA 807 41% 1.2 -0.1 pt Plastic Omnium's financial performance in 2021 reflects a stark contrast between the first and second semesters, reflecting market conditions and in particular, the shortages of electronic components. In the second half of 2021, the market faced an acceleration in semiconductor shortages with a loss of production of 5.5 million vehicles worldwide. Against this backdrop, the Group recorded a decline in revenue and operating margin compared to H2 2020. This decline has been contained thanks to reinforced measures to improve flexibility and optimise costs. In the first half of 2021, Plastic Omnium reported a sharp rebound in earnings as the market recovered, this despite the first signs of disruptions caused by semiconductor shortages. In millions of euros Economic revenue Consolidated revenue H1 2021 4,138 H2 2021 3,879 H2 2020 4,499 3,784 3,449 4,111 Operating margin % of consolidated revenue 234 6.2% 69 2.0% 234 5.7% Net result – Group share 142 (16) 152 EBITDA % of consolidated revenue 461 12.2% 310 9.0% 477 11.6% Investments 149 144 148 Free cash-flow of which real estate divestment 151 - 100 - 605 - Net debt at end of period 890 44% 0.9 854 41% 1.1 807 41% 1.2 Net debt/equity and quasi-equity Net debt/EBITDA (on a rolling 12-month basis) Net debt/EBITDA (based on annualized half-year figures) 1.0 1.4 0.8 200 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Comments on the fiscal year and outlook REVENUE Like-for-like By business line In millions of euros 2020 5,628 2,104 7,732 659 2021 5,826 2,191 8,017 784 Change +3.5% +4.1% +3.7% +19.0% +1.9% +3.3% +2.3% change +4.5% +4.8% +4.6% +17.6% +3.1% +4.0% +3.3% Plastic Omnium Industries Plastic Omnium Modules ECONOMIC REVENUE Joint ventures Plastic Omnium Industries Plastic Omnium Modules CONSOLIDATED REVENUE 5,143 1,931 7,073 5,239 1,994 7,233 In 2021, semiconductor shortages reduced global automotive production by 9.6 million vehicles compared to the initial IHS forecast at the start of the year. Global production output came to 74.1 million vehicles in 2021 versus 71.5 million in 2020, a year that saw the onset of the pandemic. (outperformance of 2.9 points), China (outperformance of 4.1 points) and Asia, excluding China (outperformance of 10.3 points). The Group’s geographical mix led to a 1-point outperformance at Group level, driven by both the Industries (+0.9 point) and Modules (+1.2 point) business segments. In this context, the Group's economic revenue (including the share of revenue of joint ventures, notably in China) amounted to €8,017 million, up by 3.7%, and 4.6% at constant scope and exchange rates compared to 2020, including a negative currency impact of €66 million. Plastic Omnium's 2021 consolidated revenue amounted to €7,233 million, up by 3.3% at constant scope and exchange rates. Plastic Omnium business activities significantly outperformed automotive production in Europe (outperformance of 5.3 points), North America Outperformance/ Like-for-like change automotive production By region In millions of euros and as a % of economic revenue 2020 2021 Change +0.6% 5 4,186 54.1% 4,210 52.6% Europe +0.5% +2.9% +5.3 pts +2.9 pts +4.1 pts +10.3 pts 2,064 26.6% 2,048 25.5% North America China -0.8% 823 10.6% 939 11.7% +14.2% +14.9% +10.7% +17.9% 497 6.4% 571 7.1% Asia excluding China 163 249 Other 2.1% 3.1% +53.1% +3.7% +19.0% +2.3% +62.3% +4.6% +17.6% +3.3% - +1.0 PT - ECONOMIC REVENUE Joint ventures 7,732 659 8,017 784 CONSOLIDATED REVENUE 7,073 7,233 -0.3 PT In Europe, Plastic Omnium’s revenue amounted to €4,210 million. It was up by 0.5% at constant scope and exchange rates, while automotive production was down -4.8%. This outperformance of 5.3 points was driven mainly by the success of the modular offer in Germany, and the growth in sales by Plastic Omnium Industries in France. In China, the world’s largest automotive market, represents a growing share of the Group’s economic revenue. In 2021, this amounted to €939 million, up 10.7% at constant scope and exchange rates (outperformance of 4.1 points). This country now accounts for 12% of Plastic Omnium’s economic revenue, compared with 11% in 2020 and 9% in 2019. This growth was driven by the strengthened leadership positions of the Industries business lines and the ramp-up of modules, particularly in the electric vehicle segment. In North America, Plastic Omnium’s revenue totaled €2,048 million. It was up by 2.9% at constant scope and exchange rates thanks to the ramp-up of plants launched since 2018, despite stable production in the automotive market. RESILIENT FINANCIAL PERFORMANCE Consolidated gross profit totaled €830 million in 2021, compared with €642 million in 2020. It represented 11.5% of consolidated revenue vs. 9.1% in 2020. In Asia excluding China, revenue amounted to €571 million, up 17.9% at constant scope and exchange rates, in a market up 7.5%. The business benefited from good growth momentum in Japan, India, Thailand and Malaysia. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 201 CONSOLIDATED FINANCIAL STATEMENTS 2021 Comments on the fiscal year and outlook 5 Market volatility in 2021 and the slowdown of the rebound post-Covid due to global semiconductor shortages have led to erratic interruptions in production and plant closures lasting several weeks. At the same time, raw material and transportation costs rose in several countries. The impact of these exogenous factors is estimated to be €160 million on the level of operating margin, with production stoppages representing by far the major part of these costs. Selling costs totaled €41 million (0.6% of consolidated revenue) versus €34 million (0.5% of consolidated revenue) in 2020. Administrative costs fell from €230 million in 2020 to €252 million in 2021, representing 3.5% of consolidated revenue vs. 3.3% in 2020. Amortization of intangible assets acquired in business combinations represented an expense of €20 million in 2021 compared to €22 million in 2020. In addition to aforementioned flexibility improvement measures, the OMEGA transformation plan, initiated in 2020, enabled the Group to limit the financial impact of production losses. The two key initiatives, indirect purchasing and design and development, contributed as planned to €100 million in run-rate savings in 2021. The Group’s share of the income of associates and joint ventures was €43 million in 2021 versus €29 million in 2020. The Group's operating margin amounted to €303 million and represented 5.2% of consolidated revenue, of which 271 million euros for Plastic Omnium Industries (5.2% of revenue) and €32 million for Plastic Omnium Modules (1.6% of revenue), an assembly activity whose performance should be assessed in relation to its low capital intensity. At the same time, the Greer plant in the US posted in 2021 a positive operating margin and net result, thanks to a rigorous action plan and a sustained ramp-up. In the second half of 2020, given the rapid worsening of the semiconductor shortage, the Group’s operating margin amounted to €69 million, representing 2.0% of revenue (2.5% for Plastic Omnium Industries and 0.7% for Plastic Omnium Modules), compared with €234 million, or 5.7% of revenue in the second half of 2020. Gross R&D spend over the period was €309 million, representing 4.3% of consolidated revenue (€310 million and 4.4% in 2020). Net R&D spend, i.e. after deduction of capitalized development costs and amounts recharged to customers, was €258 million (3.6% of consolidated revenue) compared to €266 million in 2020 (3.8% of consolidated revenue). 2020 2021 Operating margin % of revenue Operating margin % of revenue Consolidated revenue and operating margin by business In millions of euros Plastic Omnium Industries Plastic Omnium Modules TOTAL Revenue 5,143 Revenue 5,239 100 19 1.9% 1.0% 1.7% 271 32 5.2% 1.6% 4.2% 1,931 1,994 7,073 118 7,233 303 NET RESULT - GROUP SHARE: €126 MILLION FREE CASH-FLOW OF €251 MILLION COMPARED TO €34 MILLION IN 2020 The Group recorded non-recurring expenses of €56 million in 2021 compared to €334 million in 2020. The sharp reduction is due to the absence of any significant impairment of assets in 2021. In 2020, the fall in volumes attributable to the pandemic and the inclusion of the scenario of a slow recovery in global automotive production led the Group to adjust the values of the assets in question. EBITDA totaled €771 million in 2021 (10.7% of consolidated revenue) versus €648 million (9.2% of consolidated revenue) in 2020. The Industries business line posted an EBITDA rate of 12.9% compared to 11% in 2020. In the second half of the year, EBITDA amounted to €310 million (9.0% of revenue) as opposed to €477 million in the second half of 2020 (11.6% of revenue) and €461 million in the first half of 2021 (12.2% of revenue). Net financial expenses amounted to €51 million in 2021 (0.7% of revenue) compared to expenses of €69 million in 2020 as a result of a lower average cost of debt. In 2021, the Group recorded a tax expense of €60 million compared to a tax benefit of €31 million in 2020, related to deferred tax effects. In a volatile market that lacks visibility, particularly in the second half of 2021, the Group has been particularly vigilant about its investments and the management of its working capital requirement. As a result, net result group share totalled €126 million in 2021, compared to a loss of €251 million in 2020, related to asset impairments of €255 million. In the second semestrer of 2021, in the context of deteriorating market conditions, net result group share amounted to -€16 million, with losses reduced by flexibility and cost optimization actions. Investments were limited to €294 million, or 4.1% of consolidated revenue (compared with €374 million, or 5.3% in 2020), translating into a reduction of €80 million or -21.4% against 2020. With manufacturing capacity now in place to support future growth, Plastic Omnium is prioritizing investments in innovation, new-generation radars, modules for electric vehicles and hydrogen, one of the Company's future growth drivers. 202 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Comments on the fiscal year and outlook At the same time, working capital requirement amounted to -€498 million at end 2021, compared to -€539 million in 2020. This limited deterioration of €41 million, despite the crisis, is due to: 5.1.3 OUTLOOK AND EVENTS AFTER THE REPORTING PERIOD ● strict control of working capital requirement, including those related to operations, which went from €303 million in 2020 to €300 million at the end of the period; No event likely to have a material influence on the Group's business, financial position, results and assets as of December 31, 2021 has occurred since the closing date. ● sale of receivables amounted to €351 million euros at December 31, 2021 compared to €327 million at December 31, 2020, up by €44 million compared to June 30, 2021 (€307 million); The Russian invasion of Ukraine from February 24, 2022 and the international sanctions imposed on Russia are not expected to have any significant direct impacts on the Group’s activities and assets for the following reasons: ● the difference between trade payables and trade receivables net of sales of receivables amounted to €530 million in 2021 as opposed to €557 million at December 31, 2020. ● Plastic Omnium has no production or customers in Ukraine; Thanks to these elements and to an operating cash-flow of €616 million (compared to €453 million in 2020), Plastic Omnium generated free cash-flow of €251 million, i.e. 3.5% of consolidated revenue compared to €34 million in 2020 (0.5%). After generating €151 million in free cash flow in the first semester, the Company generated €100 million in free cash flow in the second half of 2021. ● The activities and assets of its three Russian plants are not significant at Group level (revenue < 0.6% of the Group’s economic revenue in 2021). However, Plastic Omnium remains vigilant as to the indirect impacts that this conflict could have, in particular on energy prices and consumer confidence, as well as on supply difficulties for raw materials and components that some of its customers may encounter. A ROBUST FINANCIAL STRUCTURE TO SUPPPORT GROWTH As of December 31, 2021, net debt totalled €854 million, close to that of 2020 at €807 and down when excluding investments in EKPO. OUTLOOK FOR 2022 Plastic Omnium has set its targets for 2022 on the basis of the worldwide automotive production announced by IHS on February 11, 2022 at 81 million vehicles (passenger vehicles < 3.5 T + light commercial vehicles), with a discount of 5%(1). This prudence is based on the short-term market challenges (reduced visibility, inflation and tension in the labor market) to which the Group intends to respond through its agility. During the year, Compagnie Plastic Omnium SE paid out dividends of €87 million on its 2020 results (dividend of €0.49 per share, stable compared to that related to the 2019 fiscal year). In 2021, the Group's gearing ratio equates to 41% and net 5 debt/EBITDA to 1.1x leaving Plastic Omnium significant financial leeway to support future growth. At the same time, in the longer term, the Group aims to play an active role in the transformation of the automotive industry. It will continue its industrial deployment in growth regions and its innovation efforts to maintain its leadership and increase content per vehicle. As of December 31, 2021, the Group had liquidities of €2.7 billion comprising €0.8 billion in available cash and €1.9 billion in confirmed, undrawn credit lines, with an average maturity of 3.9 years and without any covenants. For 2022, Plastic Omnium expects: ● an economic revenue that outperforms growth in worldwide automotive production; ● an operating margin between 5% and 6% of revenue; 5.1.2 INVESTMENTS ● generation of free cash-flow of more than €260 million. After an extensive capital expenditure program in recent years, the Group’s current installed capacity is sufficient to support its future growth. As a result, investments will equal less than 6% of revenue in the coming years, even as the Group pursues its large-scale innovation program. (1) Data on the impact of the semiconductor shortage on production and on the distribution of sales by powertrain are taken from the IHS Markit forecasts for January 2022. Supply disruptions - particularly of semiconductor components - are continuing to lead to production cuts at several car manufacturers and suppliers. Plastic Omnium, which is indirectly affected, is managing this situation as closely as possible. Any significant change affecting these forecasts will be reported. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 203 CONSOLIDATED FINANCIAL STATEMENTS 2021 5 204 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 5 CONSOLIDATED FINANCIAL STATEMENTS at December 31, 2021 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 205 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021 5.2.1 BALANCE SHEET In thousands of euros Notes December 31, 2021 December 31, 2020 Assets Goodwill 5.1.1 5.1.2 5.1.3 5.1.4 5.1.5 5.1.6 5.1.10 1,026,872 538,777 1,638,908 30 1,014,369 560,847 1,676,189 30 Other intangible assets Property, plant and equipment Investment property Equity method and non-consolidated investments Non-current financial assets(1) Deferred tax assets 304,413 87,422 126,321 3,722,743 637,678 3,000 180,342 18,062 128,471 3,578,310 656,812 6,340 TOTAL NON-CURRENT ASSETS Inventories Finance receivables(1) 5.1.7 5.1.8 Trade receivables 5.1.9.2 5.1.9.3 5.1.8 734,277 354,395 43 814,400 318,307 301 Other receivables Other financial assets and financial receivables(1) Hedging instruments(1) 5.2.7 91 7,625 Cash and cash equivalents(1) TOTAL CURRENT ASSETS Assets held for sale 5.1.11 892,636 2,622,120 - 829,989 2,633,774 - TOTAL ASSETS 6,344,863 6,212,084 Shareholders’ equity and liabilities Capital 5.2.1.1 8,827 (47,759) 17,389 8,914 (61,339) 17,389 Treasury stock Additional paid-in capital Consolidated reserves 1,871,433 126,372 1,976,262 68,671 2,156,759 (251,112) 1,870,611 69,677 Net income for the period EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Attributable to non-controlling interests TOTAL SHAREHOLDERS’ EQUITY Non-current borrowings(1) Provisions for pensions and other post-employment benefits Provisions 2,044,933 1,323,182 86,552 1,940,288 1,307,681 100,331 30,926 5.2.6.7 5.2.5 5.2.4 34,235 Non-current government grants Deferred tax liabilities 13,321 9,781 5.1.10 40,428 43,477 TOTAL NON-CURRENT LIABILITIES Bank overdrafts(1) Current borrowings and financial debt(1) Hedging instruments(1) 1,497,718 11,264 1,492,196 12,277 5.1.11.2 5.2.6.7 5.2.7 500,929 1,434 349,160 116 Provisions for liabilities and expenses Current government grants Trade payables 5.2.4 63,820 87,888 700 - 5.2.8.1 5.2.8.2 1,264,426 959,639 2,802,212 6,344,863 1,371,750 958,409 2,779,600 6,212,084 Other operating liabilities TOTAL CURRENT LIABILITIES TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES (1) Components of net financial debt (see Note 5.2.6.7). 206 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.2 INCOME STATEMENT In thousands of euros Notes 2021 7,233,311 (6,402,837) 830,474 % 100.0% -88.5% 11.5% -3.6% 2020 7,073,227 (6,431,646) 641,581 % 100.0% -90.9% 9.1% CONSOLIDATED SALES (REVENUE) Cost of goods and services sold GROSS PROFIT 4.2 Research and Development costs Selling costs 4.1 - 4.2 4.2 (258,048) (41,104) (266,064) (33,714) -3.8% -0.6% -0.5% Administrative expenses 4.2 (251,663) -3.5% (230,237) -3.3% OPERATING MARGIN BEFORE AMORTIZATION OF INTANGIBLE ASSETS ACQUIRED IN BUSINESS COMBINATIONS AND BEFORE SHARE OF PROFIT (LOSS) OF ASSOCIATES AND JOINT VENTURES 279,659 (19,704) 42,803 3.9% -0.3% 0.6% 4.2% 0.3% -1.1% -0.7% -0.0% 111,567 (22,393) 29,101 1.6% -0.3% 0.4% 1.7% 0.4% -5.1% -0.8% -0.1% Amortization of intangible assets acquired in business combinations Share of profit (loss) of associates and joint ventures OPERATING MARGIN 4.4 4.5 302,758 23,438 118,275 27,234 Other operating income 4.6 4.6 4.7 4.7 Other operating expenses (79,835) (48,617) (1,897) (361,025) (59,836) (8,701) Borrowing costs Other financial income and expenses PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME TAX AND AFTER SHARE OF PROFIT (LOSS) OF ASSOCIATES AND JOINT VENTURES 195,847 (60,269) 135,578 9,206 2.7% -0.8% 1.9% 0.1% (284,053) 31,002 -4.0% 0.4% -3.6% -0.0% 5 Income tax 4.8 4.9 NET PROFIT (LOSS) (253,051) (1,940) Net profit (loss) attributable to non-controlling interests NET PROFIT (LOSS) ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY 126,372 1.7% (251,112) -3.6% Earnings per share attributable to owners of the parent company 4.10 ● Basic earnings per share (in euros) 0.87 0.87 - - (1.72) (1.72) - - ● Diluted earnings per share (in euros) PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 207 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2.3 STATEMENT OF COMPREHENSIVE NET INCO ME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY December 31, 2021 December 31, 2020 In thousands of euros Total Gross Tax Total Gross Tax NET PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT(1) 126,372 36,995 193 182,350 36,958 260 (55,978) 38 (251,112) (45,877) 165 (283,411) (45,044) 261 32,300 (833) (96) (96) (737) - Reclassified to the income statement Reclassified in the period (67) (67) 105 - Cash-flow hedges 193 260 165 261 Reclassified at a later date 36,802 37,103 (301) - 36,698 37,103 (405) - (46,042) (48,160) 2,118 - (45,305) (48,160) 2,855 - Translation differences Cash-flow hedges 105 - (737) - Gains/(losses) for the period – Interest rate instruments Gains/(losses) for the period – Exchange rate instruments Cannot be reclassified to the income statement at a later date Actuarial gains/(losses) relating to defined benefit plans (301) 28,422 11,883 (405) 29,732 13,193 105 (1,310) (1,310) 2,118 (302) 2,855 (1,163) (3,713) (737) 861 861 (2,852) Revaluation of long-term investments in equity instruments and funds 12,532 4,007 12,532 4,007 - - (4,031) 6,581 (4,031) 6,581 - Revaluation of assets and liabilities due to hyperinflation in Argentina - 28 Total gains and losses recognized directly in equity – Group share 65,417 191,789 66,689 249,039 (1,272) (57,250) (46,179) (297,291) (46,207) (329,618) NET PROFIT (LOSS) AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY – GROUP SHARE(2) 32,328 Net profit (loss) for the period attributable to non-controlling interests 9,206 3,436 3,436 3,436 13,497 3,436 3,436 3,436 (4,291) (1,940) (4,736) (4,736) (4,736) (642) (4,736) (4,736) (4,736) (1,298) Reclassified to the income statement Reclassified at a later date - - - - - - Exchange differences on translating foreign operations Total gains and losses recognized directly in equity – Non-controlling interests 3,436 12,642 3,436 16,933 - (4,291) (4,736) (6,676) (4,736) (5,378) - (1,298) 31,030 NET PROFIT (LOSS) AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY – NON-CONTROLLING INTERESTS Net profit (loss) and gains and losses recognized directly in equity 204,431 265,972 (61,541) (303,967) (334,996) (1)-(2) Regarding the “Net profits” and the “Net comprehensive income” attributable to owners of the parent company on the two periods of December 31, 2021 and December 31, 2020, see Note 5.2.1.3. 208 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.4 STATEMENT OF CHANGES IN EQUITY Shareholders’ equity Attributable Attributable to owners of the controlling parent to non- Total share- Number of shares Capital reserve Treasury stock Other Translation Group net profit holders’ equity In thousands of euros In thousand units for the number of shares Capital reserves(1) differences interests SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2019 Appropriation of net profit at December 31, 2019 Net profit at December 31, 2020 148,566 8,914 17,389 (30,385) (258,197) - - - - - - - - - - - - 258,197 - - - - - - Total gains and losses recognized directly in equity 4,640 (50,819) - (46,179) (4,736) (50,915) Exchange differences on translating foreign operations - - - - 2,659 (50,819) - (48,160) (4,736) (52,896) Actuarial gains/(losses) relating to defined benefit plans - - - - - - - - - - - - (2,852) 165 - - - - - - (2,852) 165 - - - (2,852) 165 Cash-flow hedges – Interest rate instruments Cash-flow hedges – Currency instruments 2,118 2,118 2,118 Change in the fair value adjustment of long-term investments in equity instruments and funds - - - - - - - - (4,031) 6,581 - - - - (4,031) 6,581 - - (4,031) 6,581 Revaluation of assets and liabilities due to hyperinflation in Argentina NET PROFIT (LOSS) AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY - - - - - - - - - - - - - - - - - - - 262,837 Treasury stock transactions (7,268) 667 - - - - - - - - - - (6,601) - (6,601) 1,157 5 Change in scope of consolidation and reserves Dividends paid by Compagnie Plastic Omnium(2) Dividends paid by other Group companies Stock option and share purchase plans - - - - - (71,221) - - (71,221) - 1,157 - (23,578) - (71,221) (23,578) 1,408 1,408 1,408 Deferred tax on stock option and share purchase plans - - - - (504) - - (504) - (504) 8,914 17,389 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 209 98,774 2,343,593 (1,940) (253,051) (251,112) (251,112) 258,197 2,244,819 (54,071) 2,044,775 (1) (1) SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2020 148,566 (6,676) (303,967) (50,819) (509,309) (297,291) (81,204) 69,677 1,940,288 (251,112) 1,870,611 (61,339) 2,237,962 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Shareholders’ equity Attributable Attributable to owners of the controlling parent to non- Total share- Number of shares Capital reserve Treasury stock Other Translation Group net profit holders’ equity In thousands of euros In thousand units for the number of shares Capital reserves(1) differences interests 1st – time application of IFRIC June 2021 – IAS 19(3) - - - - 3,123 - - 3,123 - 3,123 SHAREHOLDERS’ EQUITY AT JANUARY 01, 2021 Appropriation of net profit at December 31, 2020 Net profit at December 31, 2021 148,566 8,914 17,389 - - - - - - - - - - - - (251,112) - - 251,112 126,372 - - 126,372 65,417 - 9,206 3,436 - 135,578 68,853 - Total gains and losses recognized directly in equity 22,675 42,742 Exchange differences on translating foreign operations - - - - (5,639) 42,742 - 37,103 3,436 40,539 Actuarial gains/(losses) relating to defined benefit fees - - - - - - - - - - - - 11,883 193 - - - - - - 11,883 193 - - - 11,883 193 Cash-flow hedges – Interest rate instruments Cash-flow hedges – Currency instruments (301) (301) (301) Change in the fair value adjustment of long-term investments in equity instruments and in funds - - - - - - - - 12,532 4,007 - - - - 12,532 4,007 - - 12,532 4,007 Revaluation of assets and liabilities due to hyperinflation in Argentina Net profit (loss) and gains and losses recognized directly in equity - - - - - - - - - (228,437) 114 42,742 377,484 191,789 (19,349) (87) 12,642 204,431 (19,349) (87) Treasury stock transactions - - (19,463) - - - - - - - - - - - Capital reduction (cancellation of treasury stock) Dividends paid by Compagnie Plastic Omnium(2) Dividends paid by other Group companies Stock option and share purchase plans (1,444) (87) 33,043 (33,043) (71,287) - - - - - - - - - - - (71,287) - - (13,648) - (71,287) (13,648) 1,972 1,972 1,972 Deferred tax on stock option and share purchase plans - - - - (509) - - (509) - (509) SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2021 147,122 8,827 17,389 (38,462) (1) See Note 5.2.1.4 for breakdown of “Other reserves”. (2) Regarding the dividends per share distributed by Compagnie Plastic Omnium SE in 2021 in respect of the 2020 fiscal year and in 2020 in respect of the 2019 fiscal year, see Note 5.2.2 on dividends voted and paid. (3) See Notes 1.1 “Accounting standards applied”, policy 1.4.2 “Provisions for pensions and similar”, 5.2.4 “Provisions” and 5.2.5 “Provisions for pensions and other post-employment benefits”. 210 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 69,677 1,943,411 (61,339) 2,241,085 68,671 2,044,933 126,372 1,976,262 (47,759) (81,204) (251,112) 1,873,732 1,909,895 (1) CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.5 STATEMENT OF CASH-FLOWS In thousands of euros Notes 2021 2020 I - CASH-FLOWS FROM OPERATING ACTIVITIES Net profit (loss) 3.1.1 135,578 31,553 (253,051) 35,473 776,941 (29,101) 1,408 Dividends received from associates and joint ventures Non-cash items 522,348 (42,803) 1,970 Share of profit (loss) of associates and joint ventures Stock option plan expense 4.5 5.2.3 Other adjustments (4,382) 4,676 Depreciation and provisions for impairment of property, plant and equipment Amortization and provisions for impairment of intangible assets Changes in provisions 287,134 183,331 (20,207) 9,852 472,593 288,313 12,861 584 Net (gains)/losses on disposals of non-current assets Operating grants recognized in the income statement Current and deferred taxes (1,427) (825) 4.8.1 60,263 (31,002) 57,434 559,363 52,740 (10,329) (43,988) (43,510) (45,088) (39,676) (70,603) 4,010 Cost of net debt 48,617 CASH GENERATED BY OPERATIONS (BEFORE COST OF NET DEBT AND TAX) (A) Change in inventories and work-in-progress – net Change in trade receivables – net 689,479 40,718 125,485 (170,872) (66,805) (71,474) (30,676) (44,815) 2,406 Change in trade payables 5 Change in other operating assets and liabilities – net CHANGE IN WORKING CAPITAL REQUIREMENTS (B) TAXES PAID (C) Interest paid Interest received NET FINANCIAL INTEREST PAID (D) (42,409) 544,920 (66,593) 408,006 NET CASH GENERATED BY OPERATING ACTIVITIES (A+B+C+D) II – CASH-FLOWS FROM INVESTING ACTIVITIES Acquisitions of property, plant and equipment Acquisitions of intangible assets 3.1.3 3.1.3 (160,101) (145,195) 7,245 (217,654) (143,018) 2,651 Disposals of property, plant and equipment Disposals of intangible assets 946 1,046 Net change in advances to suppliers of fixed assets Investment grants received (2,322) 5,497 (20,028) 2,758 NET CASH USED IN OPERATIONS-RELATED INVESTING ACTIVITIES (E) FREE CASH-FLOW (A + B + C + D + E) (293,930) 250,990 (374,245) 33,761 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 211 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 In thousands of euros Notes 2021 2020 Acquisitions of equity investments in subsidiaries, investments leading to a change in control, investments in associates and joint ventures, and related investments 5.1.12 5.1.6.1 5.1.6.1 (43,486) (57,549) 237 (812) (7,107) 50,337 Acquisitions of long-term investments in equity instruments and funds Disposals of long-term investments in listed equity instruments and funds Impact of changes in scope of consolidation – cash and cash equivalents contributed by companies entering the scope of consolidation 5.1.12 406 (100,392) (394,322) 1,418 43,836 Net cash from financial transactions (F) NET CASH FROM INVESTING ACTIVITIES (E+F) III - CASH-FLOWS FROM FINANCING ACTIVITIES Increases/reductions in share capital and premiums Purchases/sales of treasury stock (330,410) 5.2.1.1 (87) (19,349) (42,788) (44,243) 618,298 (596,968) (85,137) (1,801) - (6,601) Dividends paid by Compagnie Plastic Omnium SE to Burelle SA Dividends paid to other shareholders 5.1.13.1 - 5.2.2 5.1.13.2 (42,788) (51,502) 566,866 (845,347) (379,372) (13,590) (315,365) 1,133,078 817,712 Increase in financial debt 5.2.6.7 Repayment of financial debt and lease contracts liabilities, net Net cash provided by (used in) financing activities (G) Effect of exchange rate changes (I) 5.1.3 - 5.2.6.7 NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D + E + F + G + H + I) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD 63,660 5.1.11.2 - 5.2.6.7 5.1.11.2 - 5.2.6.7 817,712 881,372 212 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The terms “Compagnie Plastic Omnium”, “the Group” and “the Plastic Omnium Group” refer to the group of companies comprising Compagnie Plastic Omnium SE and its consolidated subsidiaries. 5.2.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Plastic Omnium Group is a global leader in the transformation of plastic materials for the automotive market for body parts, storage systems and fuel supply systems (“Industries” segment) and front-end modules (“Modules” segment). On February 17, 2022 the Board of Directors of the Plastic Omnium Group approved the consolidated financial statements for the year ended December 31, 2021, which will be submitted to the Combined General Meeting on April 21, 2022. The Group has organized its business into two operating segments: ● Industries: ● Intelligent Exterior Systems (IES), dedicated to complex and intelligent body systems. ● Clean Energy Systems (CES), dedicated to energy storage systems, emission reduction systems and the development of future energies such as fuel cells and hydrogen propulsion. PRESENTATION OF THE GROUP Compagnie Plastic Omnium, a company governed by French law, was set up in 1946. The bylaws set its duration until April 24, 2112. It is registered in the Lyon Trade and Companies Register under number 955 512 611 and its registered office is at 19, boulevard Jules Carteret, 69007 Lyon, France. ● Modules: modules design, development and assembly (HBPO). Plastic Omnium Group shares have been traded on the Paris Stock Exchange since 1965. The Group has been listed on Eurolist compartment A since January 17, 2013 and is included in the SBF 120 and the CAC Mid 60 indices. The main shareholder is Burelle SA, which held 59.35% of the Group (60.20% excluding treasury stock) with voting rights of 73.28% at December 31, 2021. Compagnie Plastic Omnium became a European company following a decision of the General Meeting of Shareholders of April 25, 2019. From this decision, the generic term designating the company is: Compagnie Plastic Omnium SE. The unit of measurement used in the Notes to the consolidated financial statements is thousand euros, unless otherwise indicated. CONTENTS RELATED TO NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5 Accounting standards applied, accounting rules and methods Notes to the balance sheet 242 Note 1 Note 5 Note 6 214 221 231 236 Capital management and market risks Significant events of the period Segment information 267 273 Note 2 Note 3 Note 4 Additional information Note 7 Notes to the income statement PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 213 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 ● the determination of substantive or protective rights granted to shareholders, particularly related to the relevant businesses of the entity, namely those that have a significant impact on the entity’s variable returns; NOTE 1 ACCOUNTING STANDARDS APPLIED, ACCOUNTING RULES AND METHODS 1.1 Accounting standards applied ● ● the consequences of a conflict resolution clause; The accounting policies used to prepare the consolidated financial statements remain the same as those applied by the Group at December 31, 2020 except the consideration of the most recent interpretation relating to the method for attributing rights to periods of service as part of the measurement of employee benefits (IAS 19) validated in June 2021 by the IASB. the right/exposure of the Group to the entity’s variable returns. 1.2.2 Non-controlling interests Non-controlling interests represent the share of interest that is not held by the Group. They are presented as a separate item in the income statement and under equity in the consolidated balance sheet, distinct from the profit and equity attributable to owners of the parent. They comply with IFRS standards and interpretations as adopted by the European Union at December 31, 2021 and available on the European Commission website. Non-controlling interests may be either measured at fair value on the acquisition date (i.e. with a share of goodwill) or for their share in the fair value of identifiable net assets acquired. This choice can be made on a transaction-by-transaction basis. IFRS include the International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as well as the International Financial Reporting Interpretations Committee (IFRIC) decisions. These accounting principles do not differ significantly from the mandatory standards and interpretations as of December 31, 2021, as published by the IASB. Changes in a parent’s ownership interest in a subsidiary that do not change control are recognized as equity transactions. As such, in the event of an increase (or decrease) in the percentage ownership interest of the Group in a controlled entity, without change in control, the difference between the acquisition cost (or transfer price) and the carrying amount of the share of net assets acquired (or sold) is recognized in equity. The Group has not applied in advance standards, interpretations and amendments that are not mandatory at December 31, 2021. The amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”, which specify that the costs to be included in determining whether a contract is onerous must include both the incremental costs of performing the contract and an allocation of other costs directly related to the performance of the contract, applicable as of January 1, 2022, have not been applied in advance. However, it should be noted that there is no impact as the aggregate currently used by the Group in the analysis of onerous contracts is gross profit. The changes that trigger a takeover have the following consequences. ● a theoretical sale of the historically held equity holding, with recognition of the gain or loss on disposal at the date of acquisition; ● accounting for the business combinations under IFRS 3R “Business Combinations”. 1.2.3 Translation of the financial statements of foreign subsidiaries In addition, the clarifications provided by the IFRIC in April 2021 with respect to the accounting treatment, as of the 2022 financial year, of the costs of configuring and adapting software acquired in SaaS mode should have no significant impact on the consolidated financial statements, the Group having few SaaS contracts. The analysis will be finalized by June 30, 2022. Plastic Omnium Group uses the euro as its presentation currency in its financial statements. The financial statements of foreign companies are prepared in their functional currency, i.e. in the currency of the economic environment in which the entity operates; the functional currency usually corresponds to the local currency, except for some foreign subsidiaries such as the Mexican and Polish subsidiaries which carry out the majority of their transactions in another currency. These financial statements are translated into the Group’s presentation currency, as follows: 1.2 Scope of consolidation 1.2.1 Consolidation principles ● translation of balance sheet items, other than equity, at the closing rate; Companies in which the Group holds more than 50% of the voting rights and in which governance arrangements allow the Group to have control over the companies, are fully consolidated. Companies in which the Group holds less than 50% but over which the Group exercises control in substance are also fully consolidated. ● translation of income statement items at the average rate for the period; ● translation differences are recognized in consolidated equity. Companies over which the Group exercises joint control with other shareholders, regardless of the size of the holding, treated as “joint ventures” insofar as the Group has no joint operations, as well as companies over which the Group exercises significant influence (significant influence is presumed when the Group holds more than 20% of the voting rights in a company), and classified as “Investments in associates”, are accounted for using the equity method. Goodwill arising from business combinations with foreign companies is recognized in the functional currency of the acquired entity. They are subsequently translated into the Group’s presentation currency at the closing rate, with the translation difference recognized in equity. On disposal of the entire interest in a foreign company, the related translation differences initially recognized in equity, are reclassified in profit and loss. The Group mainly reviews the following elements and criteria in order to assess whether joint control or significant influence is exercised over an entity: ● governance: representation of the Group on governance bodies, majority rules, veto rights; 214 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The accounting treatment applied is based on the identification by the Group in most cases of two performance obligations, distinct from the production of parts, under the Design business and the supply of certain specific tooling whose control is transferred to clients. 1.2.4 Business combinations Business combinations are recognized by applying the acquisition method. Identifiable assets, liabilities and contingent liabilities acquired are recognized at their fair value on the purchase date. Products, including those explicitly included in the part price, are recognized at the start of series production. Payments received before the start of series production are recorded in customer advances. The costs related to these two performance obligations are recognized in inventories during the project phase and then in expenses when their control is transferred to the client, i.e. when series production is launched. The surplus of the sum of the price paid to the seller and, where appropriate, the value of the non-controlling interest in the company acquired against the net balance of the assets acquired and the identifiable liabilities assumed is recognized in goodwill. Where the takeover is carried out through successive purchases, the consideration also includes the acquisition-date fair value of the acquirer’s previously held equity interest in the acquired company. The previously held equity interest is measured at fair value through profit or loss. 1.3.3 Operating margin The Group presents an operating margin in the income statement before taking into account the following items: Acquisition costs are recorded as expenses. ● the amortization of intangible assets related to acquisitions as part of The fair value adjustments of assets acquired and liabilities assumed are offset against goodwill adjustments on the basis of information obtained during the allocation period, i.e. within twelve months of the acquisition. Changes in value after that date are recognized in profit or loss, including any changes in deferred tax assets and liabilities, if they are related to new items that have occurred since the change of control. If they result from new information relating to facts existing at acquisition date and collected during the 12 months following this date, they are an offset to the acquisition’s goodwill. business combinations; and ● the share of income of associates and joint ventures. The Group also presents an operating margin after taking these elements into account. The first aggregate corresponds to revenue less direct selling costs, Research and Development expenses, selling and administrative costs. “Net Research and Development expenses” include tax credits related to the research effort of Group subsidiaries (see Notes 4.1 “Breakdown of Research and Development expenses” and 4.2 “Costs of goods and services sold, development, selling and administrative costs”). 1.3 Operational items The second aggregate includes the share of profit (loss) of associates and joint ventures presented on a separate line and the impacts related to the amortization of customer contracts and brands acquired in the context of business combinations also presented on a separate line of the income statement. 1.3.1 Segment information Segment information is presented on the basis of the segments identified in the Group’s internal reporting and notified to the management in order to decide on the allocation of resources and to analyze performance. 5 The Group has two operating segments: “Industries” and “Modules”. The main operating indicator used by the Group is the operating margin after taking into account the amortization of intangible assets related to acquisitions and the share of profit (loss) of associates and joint ventures, termed “operating margin” in the income statement. 1.3.2 Revenue/“Revenue from Contracts with Customers” Since January 1, 2018, the Group has applied IFRS 15 “Revenue from Contracts with Customers”. The operating margin does not include other operating income and expenses (see Note 1.3.4). SALES OF PARTS Agreements signed with customers in the context of the development and supply of parts do not meet the criteria of a contract within the meaning of IFRS 15; in general, only firm orders received from customers are analyzed as contracts creating a performance obligation. 1.3.4 Other operating income and expenses Other operating income and expenses essentially include: ● the results of the disposal of property, plant, equipment and intangible assets; Sales of parts are recognized when the significant risks and rewards of ownership of the goods are transferred to the buyer, usually upon delivery of the goods, and measured at the fair value of the consideration received, net of discounts, rebates and other taxes on sales and customs duties. ● provisions for the impairment of property, plant, equipment and intangible assets, including any impairment of goodwill; ● exchange rate differences arising from different currency rates between those used to recognize operating receivables and payables and those recorded when these receivables and debts are settled; SERVICES AND CREATION OF SPECIFIC TOOLING The project phase corresponds to the period during which the Group is working on the development of the part to be produced, on the design and manufacture of specific tooling to be used in production as well as on the organization of future production processes and logistics. It begins with the selection of the Group for the vehicle and the product concerned and is completed when the normal production volume is reached. ● unusual items corresponding to non-customary income and expenses due to their frequency, nature or amount, such as profits and losses realized in the context of changes in the scope of operations, pre-start-up costs for large new plants, restructuring costs and those related to employee downsizing measures. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 215 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Receivables sold to third parties, which are removed from the balance sheet, meet the following criteria: 1.3.5 Recognition of transactions in foreign currencies Transactions in foreign currencies are initially recorded in the functional currency at the rate on the transaction date. On the closing date, monetary assets and liabilities are revalued at the rates prevailing at the closing date. Non-monetary assets and liabilities are valued at the historical cost prevailing at the transaction date (for example: goodwill, property, plant and equipment, inventories). Non-monetary assets and liabilities measured at fair value are valued at the rates prevailing at the date when fair value is determined. ● the rights attached to receivables are transferred to third parties; ● substantially all the risks and rewards of ownership are transferred to third parties. The risks taken into account are the following: ● credit risk, ● risks related to payment arrears both for the duration and amounts, For monetary items, exchange rate differences arising from changes in foreign exchange rates are recorded in the income statement as other operating income and expenses when they relate to operations and as net financial income (expense) when they relate to financial transactions. ● the transfer of interest rate risk, which is fully assumed by the buyer. 1.3.8 Grants The grants received are recognized as liabilities in the balance sheet; they correspond to grants to finance investments in new sites, production equipment or Research and Development programs. 1.3.6 1.3.6.1 Inventories and work in progress RAW MATERIAL INVENTORIES AND OTHER SUPPLIES Raw material inventories and other supplies are measured at the lower of cost and net realizable value. Grants are recognized in profit or loss at the gross profit level, as and when the assets acquired through these grants are depreciated or the associated research expenses are recognized. At the end of the fiscal year, a provision for impairment of these inventories is recorded when the estimated sales price of the finished products for which they are earmarked in the normal course of business, less the residual estimated selling, production and processing costs, is less than their carrying amount. 1.4 Staff costs and employee benefits 1.4.1 Share-based payment Stock option and share purchase plans granted to employees are measured at their fair value at the date of grant by the Board of Directors, using the Black & Scholes mathematical model. 1.3.6.2 FINISHED AND SEMI-FINISHED PRODUCT INVENTORIES Finished and semi-finished products are valued on the basis of standard production costs, revised annually. Cost includes raw materials and direct and indirect production costs. These costs do not include any administrative overheads or IT not linked to production, Research and Development expenses or selling costs. In addition, they do not include the cost of below-normal capacity utilization. The fair value is recognized in “Personnel costs” on a straight-line basis over the vesting period, with a corresponding adjustment to reserves. When options are exercised, the cash amount received by the Group in respect of the exercise price is recorded in cash and cash equivalents with a corresponding adjustment to consolidated reserves. 1.3.6.3 PROJECT INVENTORIES – TOOLS AND DEVELOPMENT These inventories correspond to costs incurred by the Group in order to satisfy a performance obligation in connection with automotive projects. 1.4.2 Provisions for pensions and similar (other post-employment benefits) The cost of inventories is compared at the balance sheet date to the net realizable value. If it exceeds the net realizable value, an impairment loss is recorded to bring the inventories to their net realizable value. All Group employees are covered by pensions and other long-term post-employee benefits. Pension plans comprise defined-contribution plans or defined-benefit plans. 1.3.7 Receivables In June 2021, the IASB approved the position presented by the IFRIC on the method for attributing benefits to periods of service as part of the measurement of employee benefits (IAS 19). Receivables are recorded at their fair value at the time they are recorded. The fair value generally corresponds to the nominal value of the receivable as long as the sale has been carried out with normal payment terms. Impairment losses are booked to cover expected credit losses and identified risks of non-recovery. The amount of impairment is calculated on a statistical basis for credit risk and counterparty by counterparty, on an individual basis for non-recovery risk. The plans concerned are defined-benefit plans, satisfying all of the following conditions: ● the attribution of benefits, paid in the form of a single benefit at the time of retirement, is subject to the employee’s presence in the company at the time of retirement; Finance receivables mainly correspond to development and tooling sales for which the Group has signed an agreement enabling customers to pay in installments (for example: “development unit” prices contractually agreed by customers). These receivables have initial payment periods of more than one year and may bear interest in the framework of an asset financing agreement signed with the customer. The income related to these receivables is recognized in revenue. These finance receivables are deducted when calculating the Group’s net debt. ● benefits depend on the length of service in the company at the time of retirement and are capped after a certain number of years of service. End-of-Career Benefits provided by French companies are affected by this change in method. 216 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The new method results in a provision only being made for employees after a certain number of years of service and in the provision being adjusted in a straight-line manner until the date of the employee’s retirement. The impact for the Group is a reduction of €3.5 million in actuarial debt. 1.5 Other provisions Provisions for employee downsizing 1.5.1 The cost of employee downsizing plans is recognized in the period in which a detailed plan is drawn up and announced to the employees concerned or their representatives, thus creating expectation that the Group will implement this plan. a well-founded As the impact of the change in method on the consolidated income statement was insignificant, it was decided to retain January 1, 2021 as the date of first-time application and to recognize the impact of the change in retained earnings (i.e. in shareholders’ equity) at this date. 1.5.2 Provisions for onerous contracts Provisions are booked when there are obligations to third parties leading to a likely outflow of resources for the benefit of these third parties without a counterparty of at least equivalent value expected for the Group. Losses identified on onerous contracts, i.e. contracts whose unavoidable costs relating to their obligations are greater than the expected economic benefits, are subject to provisions. These provisions are recognized in current or non-current liabilities depending on whether they are short- or medium/long-term in nature. 1.4.2.1 DEFINED-CONTRIBUTION PLANS The cost of defined-contribution plans, corresponding to salary-based contributions to national bodies responsible for pension and death/disability insurance plans made in accordance with local laws and practices in each country, is recognized as an operating expense. The Group has no legal or implicit obligation to pay additional contributions or future benefits. Consequently, no actuarial liability is recorded under these defined-contribution plans. 1.4.2.2 DEFINED-BENEFIT PLANS 1.6 Goodwill, property, plant and equipment and intangible assets Defined-benefit plans are mainly related to post-employment benefits and mainly correspond to the following commitments: 1.6.1 Goodwill ● pension plans for French employees; Goodwill is measured annually at cost, less any impairment representing loss of value. Impairments on goodwill are irreversible. ● other pension and supplementary pension plans, mainly in the US, France and Belgium; Negative goodwill (badwill) is recorded in the income statement during the year of acquisition. ● plans to cover healthcare costs in the US. Defined benefit plans are subject to provisions for staff benefits calculated on the basis of actuarial valuations carried out by independent actuaries using the projected unit credit method. 1.6.2 1.6.2.1 Intangible assets RESEARCH AND DEVELOPMENT COSTS Development costs incurred during the project phase and related to the execution of a contract with a customer not fulfilling a performance obligation are recognized as intangible assets. These internal and external costs relate to the work on the organization of purchasing, logistics and industrial processes to produce the parts that will be ordered by customers. 5 These assessments take into account assumptions specific to each plan such as: ● retirement dates determined according to the terms of the legislation and, in particular for French employees, a voluntary retirement assumption when full benefit rights have been acquired; ● ● ● ● mortality; These costs are recognized as intangible assets in progress during the development phase and amortized on a straight-line basis over the estimated life of the series production, i.e. generally three years for exterior parts, five years for fuel systems and the “Modules” business. the probability of active employees departing before retirement age; estimates of salary increases up to retirement age; discount rates and inflation. The amortization of development hours is booked under Research and Development costs. When defined benefit plans are funded, the commitments under these plans are reduced by the market value of plan assets at the reporting date. The valuation builds in long-term profitability assumptions for the invested assets, calculated on the basis of the discount rate used to value company commitments. Assets under construction are subject to annual impairment tests. As of their commissioning, impairment tests are carried out as soon as signs of impairment are identified. Income received from related customers in respect of these costs is recognized in revenue from the start of series production and over the duration of production. Payments received before the start of series production are recorded in customer advances. Changes in provisions for defined-benefit obligations are recognized over the benefit acquisition period, in the income statement under “Operating expenses”, except for: ● the effect of the reversal of discounting of the commitments recognized in net financial income (expense); The accounting treatment of costs that satisfy a performance obligation is described in Note 1.3.2 “Revenue/Revenue from Contracts with Customers”. ● actuarial gains and losses on post-employment benefit obligations recognized in equity. Furthermore, under IFRS 15, only the costs of obtaining contracts that would not exist in the absence of a contract are credited to the assets and depreciated over the expected production period; costs incurred prior to the selection of the Group, whether or not the contract is obtained, are recognized as an expense for the period. 1.4.2.3 OTHER LONG-TERM BENEFITS Other long-term benefits correspond mainly to long-service awards for French employees. Actuarial gains and losses on “Other long-term benefits” (mainly long-service awards) are recognized immediately in profit or loss. 1.6.2.2 OTHER RESEARCH AND DEVELOPMENT COSTS Other Research and Development costs are expensed for the fiscal year. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 217 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 1.6.2.3 OTHER INTANGIBLE ASSETS without transfer of control to customers, for which the Group will receive an integrated compensation in the part price, where appropriate. In this case, the compensation is recorded in revenue over the series’ production term. Other intangible assets are measured at cost less accumulated amortization and impairment losses. They are amortized according to the straight-line method over their estimated useful lives. If fixed assets have been sold or transferred within the Group, any gains and losses are eliminated in the consolidated financial statements. They mainly included the “Ford-Milan,” “Faurecia Exterior Systems business” and “HBPO” customer contracts in 2018. Property, plant and equipment are later recognized at cost less total depreciation based on their lifespan and total impairment. 1.6.3 Property, plant and equipment 1.6.3.1 Gross values ASSETS OWNED OUTRIGHT Maintenance and repair costs for fixed assets to restore or maintain the future economic benefits that the company can expect in terms of the estimated level of performance at the time of acquisition are recognized as an expense as incurred. Property, plant and equipment are initially recorded at their acquisition cost, at their cost of production when they are manufactured by the company for its own use (or subcontracted) or at their fair value for those acquired without consideration. Future expenditures are capitalized only if it is probable that the future economic benefits associated with the expenditure benefit the Group, for example, by an increase in the performance or effectiveness of the asset concerned. Property, plant and equipment may be specific tooling developed by the Group in connection with production contracts signed with customers Buildings 20 and 40 years 10 years Real estate fixtures Presses and transformation machines Machining, finishing and other equipment 7 - 10 years 3 - 10 years The Group applies the components approach to its real estate assets and major functional assemblies. The discount rate used to calculate the debt is determined, for each property, according to the marginal debt rate at the start date of the contract. This rate corresponds to the interest rate that the lessee would obtain, at the start of the lease, to finance the acquisition of the leased asset. This rate is obtained by adding the rate on government bonds with terms similar to the leased assets and the entity’s credit spread. 1.6.3.2 LEASE CONTRACTS Since January 1, 2019, the Group has applied IFRS 16 “Leases” and has chosen to apply for the transition the simplified retrospective method providing for the application of the new accounting treatment to leases in force on January 1, 2019. The Group has adopted a tool allowing it to carry out, for each lease meeting the IFRS 16 capitalization criteria, an assessment of the rights-of-use and the related financial debt and of all the impacts on the income statement and balance sheet in accordance with IFRS 16. This tool is used by all consolidated companies. As part of the implementation of this standard, the Group assesses whether a contract is a lease under IFRS 16 by assessing on the entry date of said contract, whether the latter relates to a specific asset, and whether the Group obtains almost all of the economic benefits linked to the use of the asset and the ability to control the use of this asset. The amounts recognized as right-of-use assets and as financial debt mainly relate to property leases of industrial sites, storage and administrative premises; the remainder mainly corresponds to industrial equipment and vehicles. The two capitalization exemptions proposed by the standard for contracts with an initial term of less than or equal to twelve months and goods of low unit value when new, which the Group has defined as being less than or equal to €5,000, have been used. 1.6.4 Impairment of goodwill, property, plant and equipment and intangible assets The accounting treatment is as follows: 1.6.4.1 IMPAIRMENT OF GOODWILL ● recognition as property, plant and equipment of rights to use assets Plastic Omnium Group goodwill is not amortized but is tested for impairment at least annually, at year-end, as well as during the current year when there is evidence of impairment. under leases that meet the capitalization criteria defined by IFRS 16; ● recognition of a financial debt in respect of the obligation to pay rent during the term of these contracts; Impairment tests are carried out at the level of the cash-generating units (CGU) or groups of cash-generating units, which are: ● recognition of a depreciation charge for the right-of-use of the asset and a financial charge relating to interest on the lease debt, which partially replace the operating charge previously recorded in respect of the rent. The amortization period for the right-of-use is determined on the basis of the duration of the contract, taking into account an option of renewal or termination when its exercise is reasonably certain; ● “Industries” ● “Modules” The net carrying amount of all assets (including goodwill), comprising each cash-generating unit, is compared to its recoverable amount, i.e. the higher of the fair value less disposal costs and the value in use determined using the discounted cash-flow method. ● in the cash-flow statement, debt repayments affect financing flows. 218 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 ● These forecast data are based on the Group’s medium-term plans, which are prepared for the next five years, revised as necessary to reflect the most recent market conditions. Beyond this timeframe, a terminal value is calculated based on the capitalization of the data for the last year covered by the business plan, using a long-term growth rate that reflects the outlook for the market. These forecast data are then discounted. businesses or companies acquired with a view to subsequent sale. Liabilities related to these assets, groups of assets, businesses and companies held for sale are also presented as a separate item under liabilities in the balance sheet, “Liabilities directly related to assets held for sale”. Assets (or groups of assets) classified in this category are no longer depreciated. They are valued at the lower of their carrying amount and selling price, less selling costs. Any impairment losses are recognized by the Group under “Other operating expenses”. The assumptions used to determine the discount rates take into account: ● an industry risk premium; ● an industry financing “spread” to assess the cost of debt; On the balance sheet, data related to “Assets and activities held for sale” shown separately in the financial statements do not give rise to the restatement of prior years in terms of presentation. ● the rates used by comparable companies in each segment. Sensitivity tests with an increase in the discount rate of 0.5% or a reduction of 0.5% in the long-term growth rate or a reduction of 0.5% in the operating margin rate are systematically carried out. In the current economic context, 1-point sensitivity tests were also carried out, with no impact on the test results. In the income statement, the profit/loss (from the period and from the sale) of business operations or entities that meet the definition of a discontinued operation are reported as a separate line item entitled “Net income from discontinued operations” in each of the fiscal years presented. 1.6.4.2 IMPAIRMENT OF DEPRECIABLE PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS Depreciable property, plant and equipment and intangible assets are subject to impairment tests from the time they enter service whenever there is evidence of signs of impairment such as recurring losses for an entity, decisions to stop commercializing production, or site closures. Intangible assets in progress are also subject to a value test annually at year-end. 1.8 Financial items 1.8.1 1.8.1.1 Financial assets (excluding derivatives) EQUITY INVESTMENTS AND FUNDS These equity investments correspond to shares in listed companies as well as units subscribed for in funds and venture capital companies. On the acquisition date, they are measured at fair value plus transaction costs directly attributable to their acquisition. 1.6.5 Investment property The items in the “Investment property” section of the Group’s balance sheet assets are not included in ordinary operations. These assets, which belong to the Group, correspond to real estate: In accordance with IFRS 9: ● changes in the fair value of listed companies are accounted for using the alternative method provided by IFRS 9 in “Other comprehensive income in equity” (OCI) without recycling in profit or loss; 5 ● not occupied on the balance sheet date and whose use is unspecified; or ● changes in the fair value of funds are recognized in profit or loss. ● held by the Group for their long-term appreciation and which are leased The impact of the application of this standard is not material for the Plastic Omnium Group. under operating leases. The Group may, where appropriate, decide to use all or part of a property whose use is unspecified (in which case the relevant part would be reclassified as operating property) or lease them under one or more operating leases. 1.8.1.2 OTHER FINANCIAL ASSETS Other financial assets include loans, security deposits and surety bonds. They are measured at amortized cost. Whenever there is objective evidence of impairment (i.e. a negative difference between the carrying amount and the recoverable amount), an impairment provision is recognized through profit or loss. This impairment may be reversed if the recoverable amount subsequently increases. Investment property is measured at fair value at the balance sheet date, with changes in fair value recognized in profit or loss. The land on which the buildings are constructed follows the same accounting treatment. An independent appraiser makes regular valuations as part of the year-end closing process. Between two valuations, the Group ensures that the real estate market has not undergone any significant change. The fair value determined by the expert is assessed by direct reference to observable prices in an active market (level 2 fair value). Other financial assets also include marketable securities that do not meet the criteria for classification as cash equivalents. They are valued at their fair value on the closing date, and changes in fair value are recorded in financial income. Following the sale of the Nanterre and Lyon Gerland real estate complexes at the end of 2019, the Group has an immaterial amount of investment property (see Note 5.1.4). 1.8.2 Cash and cash equivalents Cash and cash equivalents presented in the Statement of Cash-Flows include short-term, highly liquid cash items, readily convertibles into known amounts of cash and subject to a negligible risk of change in value. Cash comprises cash and cash equivalents, short-term deposits and bank balances, with the exception of those authorized to cover short- or medium-term cash needs arising from day-to-day operations. Cash equivalents correspond to short-term investments and are subject to a negligible risk of changes in value in the context of the temporary use of cash surpluses (money market funds, negotiable debt securities, etc.). Changes in the fair value of these assets are recognized in profit or loss. 1.7 Non-current assets held for sale and discontinued operations The following items are classified as “Assets held for sale” on the balance sheet, as soon as the assets or groups of assets are available-for-sale in their current state and the sale is highly probable: ● non-current assets held pending their sale; ● a group of assets held for sale and not for continuing use; PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 219 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 1.8.3 Current and non-current borrowings 1.10.2 Earnings per share Current and non-current borrowings are valued using the amortized cost method and the effective interest rate. Basic earnings per share are calculated using the weighted average number of ordinary shares comprising the share capital, less the weighted average number of shares held in treasury stock. Borrowings in foreign currencies contracted by a subsidiary from the Group and whose repayment is neither planned nor likely in the foreseeable future are considered to be part of the net investment of the Plastic Omnium Group in this foreign business. The corresponding translation differences are recognized in equity. Diluted earnings per share take into consideration the average number of treasury shares deducted from equity and shares which might be issued in respect of the fiscal year under stock option programs. 1.11 Estimates and judgements 1.8.4 Derivatives and hedge accounting In preparing its financial statements, the Plastic Omnium Group uses estimates and assumptions to assess some of its assets, liabilities, income, expenses and commitments. These estimates and assumptions, which are liable to result in significant adjustments to the carrying amount of assets and liabilities, are reviewed periodically by Senior Executives. The amounts in the future financial statements of the Group may include changes in estimates or assumptions in light of past experience and changes in economic conditions. In order to manage its interest rate risk, the Group uses OTC derivative instruments. These hedging instruments are valued and recognized in the balance sheet at their fair value. Changes in the fair value of instruments described as “Cash-flow hedges” are recorded under “Other comprehensive income” (equity) for the effective parts and in financial income for the ineffective parts in application of IFRS 9. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in profit or loss. In general, the estimates and assumptions used during the fiscal year were based on the information available at the balance sheet date. Estimates may be revised depending on changes in the underlying assumptions. These assumptions mainly concern: 1.9 Income tax In France, the entity Compagnie Plastic Omnium maintained the option for the ordinary law tax consolidation system for itself and the French subsidiaries at least 95% controlled, as set out in Article 223 A of the French Tax Code. Deferred taxes Recognition of deferred tax assets depends on the probability of sufficient future profit being generated to permit their utilization. This leads the Group to make regular estimates of future taxable earnings, particularly as part of the medium-term plans established within the Group. These estimates take into account the recurring or non-recurring nature of certain losses, expenses, etc. In addition, the Group applies optional national consolidation or tax consolidation plans in Germany, Spain and the United States. The Plastic Omnium Group recognizes deferred taxes relating to temporary differences between the tax values and the carrying amount of assets and liabilities on the consolidated balance sheet without discounting. See Note 2.1.4 “Deferred tax assets” on the consequences related to the Covid-19 crisis. Deferred taxes are calculated using the liability method, applying the last tax rate enacted (or the quasi-adopted rate) at the balance sheet date and applicable to the period in which the temporary differences reverse. Provisions PROVISIONS FOR PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS Tax credits and deferred tax assets on tax loss carryforwards and temporary differences are only recognized when the probability of their utilization within a relatively short period of time is proven. In the case of defined-benefit plans, the Group, assisted by independent actuaries, adopts assumptions (see Notes 1.4.2 and 5.2.5 “Provisions for pensions and other post-employment benefits”) on: ● discount rates for pension and other long-term benefits; 1.10 Shareholders’ equity and earnings per share ● rates of increases in healthcare costs for the United States; 1.10.1 Treasury stock ● employee turnover and future salary increases. The Plastic Omnium Group’s treasury stock is recorded as soon as it is acquired as a deduction from equity, regardless of the purpose for which it is being held. OTHER PROVISIONS Estimates also cover provisions, particularly those relating to employee downsizing, litigation, customer warranties, legal and tax risks for which, in some cases, the Legal Department may be required to employ specialized lawyers. The proceeds from the sale of these securities are recognized directly as an increase in the Group’s equity, any gain or loss on the sales having no impact on the net profit (loss) for the fiscal year. 220 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Asset impairment tests NOTE 2 SIGNIFICANT EVENTS OF THE PERIOD Impairment tests are carried out each year, in particular on goodwill and development costs relating to automotive projects, but also during the year on these same assets as well as on industrial assets if signs of impairment are identified. 2.1 Health and economic context The 2021 fiscal year was marked by the combined effect of: ● the intermittent continuation of the Covid-19 health crisis with no significant impact on the business; As part of these tests, for the determination of the recoverable amount, the concepts of fair value net of disposal costs and value in use obtained by the discounted cash-flow method are used. These tests are based on assumptions about future operating cash-flows and discount rates. ● the emergence of a supply shortage in semiconductors and components that is having a persistent significant impact on the global automotive industry market. Assumptions that could have statements concern, in particular, the discount rates and growth rates (see Note 2.1.3 “Asset impairment tests”). a material impact on the financial First seen in early 2021, the shortage of electronic semiconductors intensified in the second half of the year, leading car manufacturers to shut down some of their production lines for varying periods and forcing automotive suppliers to adapt accordingly. The Plastic Omnium Group therefore reduced its own production. Sensitivity tests are performed on the long-term growth rate and discount rate assumptions for tests relating to goodwill and on the level of operating margin for tests relating to industrial assets. IHS(1) has successively revised the figures downwards. Lease contracts (IFRS 16) Change in the international automotive market: The discount rate is a key assumption in determining accounting impacts related to the application of IFRS 16 on leases It is used to calculate the right of use and the lease liability for each leased asset. (See Note 1.6.3.2). The tables below show the deterioration in the forecasts for global vehicle production, by half-year, as published by IHS(1). Other uncertainties To date, the main uncertainties likely to significantly impact the assumptions are the impact on production of the “Shortage of semi-conductors” at car manufacturers, together with other supply difficulties, related inflation and the development of the “Covid-19 pandemic”. 5 2021 1st half-year 2022 1st half-year In thousands of vehicles Source: IHS 2nd half-year 40,723 2nd half-year 42,701 Vehicle production forecast by IHS at December, 15, 2020 Vehicle production forecast by IHS at June, 15, 2021 Vehicle production forecast by IHS at December, 15, 2021 40,333 38,023 37,782 42,172 43,439 38,583 41,953 43,692 34,746 40,689 Change in% of vehicles production forecasts published by IHS by realese 1st half-year - 5.7% 2nd half-year 3.0% 1st half-year 3.0% 2nd half-year 2.3% Change in the vehicle production forecasts published by IHS at December 15, 2020 and June, 15, 2021 Change in the vehicle production forecasts published by IHS at June 15, 2021 and December, 15, 2021 - 0.6% - 17.2% - 11.2% - 6.9% In the 2021 fiscal year, the estimated impact of customer production stoppages on the Group’s consolidated revenue, as well as the impact of additional costs incurred (shortage of semiconductors, components and raw materials(2), inflation, costs related to measures to protect employee health against Covid-19, etc.) on the Group’s Operating Margin are provided by quarter in the table below. These variations should be understood in the light of the IHS forecasts provided in the previous note: 2.1.1 Shortage of semiconductors and components The resumption of the Plastic Omnium Group’s activities in the second half of 2020, following the sudden shutdown linked to Covid-19 in the first half of 2020, was impacted by the emergence of semiconductors which intensified as 2021 progressed. a shortage of (1) IHS, from the company name “IHS Markit”, is an Anglo-American economic information company that publishes trends and forecasts for the automotive sector, amongst others. (2) Regarding the raw materials risk, refer to Note 6.2 on the Group’s exposure to plastic risk. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 221 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Fiscal year 2020 1st half-year 2nd half-year 1st half-year Fiscal year 2021 2nd half-year Impacts of crisis context on the Group’s key figures In% Change in the Consolidated Sales of the period compared with the same period one year before(1) Weight of the Operating Margin in relation to the Consolidated Sales per period Change in the Operating Margin compared with the same period one year before(2) -30.6% -3.9% -2.7% 5.7% 2.1% 27.8% 6.2% -16.2% 2.0% -141.3% -301.5% -70.7% (1) Changes explained in 2020 by the Covid-19 pandemic and in 2021 mainly by the shortage of semiconductors. (2) Changes in 2020 are linked to the Covid-19 pandemic and in 2021 are compared to 2020, itself already impacted by the effects of Covid-19. These tests were updated on the basis of forecast data from the Group’s medium-term plans finalized in November 2021, established for the period 2022-2026, revised where appropriate to take into account the latest developments. 2.1.2 Continuation in 2021 of the Covid-19 health crisis and measures maintained by the Group to protect employees In 2021, the Group did not suffer any significant production interruptions directly related to Covid-19. Since 2020, the Group has implemented strict health measures ranging from providing protective equipment for employees, hydro-alcoholic gels, temperature-taking equipment, regular disinfection of premises, floor markings and displaying of instructions, etc. The main assumptions used in drawing up the 2022-2026 strategic plan are as follows: ● a cautious approach to IHS projections by applying an average discount of 5%; These measures will be maintained until the health crisis has ended. ● taking into account the forecasts made by IHS and the Group’s customers in terms of changes in the “mix” of vehicle engines, i.e. the proportion of diesel, gasoline, electric and hybrid engines in global production; The impacts directly related to the shortage of semiconductors and components and the continuing Covid-19 pandemic are described in the following notes. ● the volume forecasts received from car manufacturers, discounted 2.1.3 Asset impairment tests where applicable depending on the history and knowledge of each program and in relation to disparities and country specificities; Impairment tests were carried out in order to verify in particular that property, plant and equipment and intangible assets, including goodwill and assets in progress, are always recognized at a value that does not exceed their recoverable amount. ● market shares up from 2021 to 2026, in particular in the CES Division; ● inflation with no negative impact on profitability due to the pass-through to customers and continued improvements in operational efficiency; In the current context of the global shortage of semiconductors and components, the Group has identified indicators of impairment at December 31, 2021: ● carbon neutrality for scopes 1 and 2 by 2025, taking into account the necessary investments at entity level; these investments are insignificant across the Group. ● a decrease in the activity of certain Group entities (refer to introductory Note 2.1 on the “Health and economic context”) given the shutdowns of the production lines of car manufacturers which have led the Group to adjust its own production; The discount rate (WACC) used, at 9%, is unchanged from last year; it is adjusted if necessary to take into account country specificities (India). The perpetual growth rate used in determining the terminal value is set at 1.5%; this rate has been adjusted in the United States (2%) and India (3%) to take into account local specificities. ● Performance for 2021 leading to subsequent years compared to that expected before the Covid-19 crises and the component shortage. a delay in performance for The assets tested in the context of the 2021 account closing are as follows: ● goodwill for “Modules” and “Industries” activities and their components “Intelligent Exterior Systems” and “Clean Energy Systems”; ● customer contracts; ● project assets; ● industrial site assets that were subject to impairment in 2020 or for which business forecasts for future years are down compared to 2020-2021. 222 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 On the basis of the tests carried out in 2020 and 2021, the impairment recognized over the two fiscal years is as follows: 2020 2021 Change over Change over the Change over the In millions of euros Industrial assets Project assets Customer contracts TOTAL June 30 176.6 53.1 second-half December, 31 the first-half June 30 170.3 52.3 second-half December, 31 167.8 (6.0) 3.1 170.6 56.2 (0.3) (3.9) 0.0 (2.5) 2.3 54.6 32.0 (8.6) (11.5) 23.4 23.4 0.0 23.4 261.7 250.2 (4.2) 246.0 (0.2) 245.8 In accordance with the Group’s accounting principles, changes in impairment of property, plant and equipment and intangible assets are recognized under “Other operating expenses” (see Note 4.6). A +/-10% change in the operating margin used over the term of the plan (2022-2026) and in the determination of the terminal value would have the following consequences: ● a -/+€7.4 million change in impairment recognized on assets in Germany; Sensitivity of goodwill tests ● a -/+€2.3 million change in impairment recognized on assets in the US. Sensitivity tests were performed on the discount rate, long-term growth and Operating Margin rate assumptions used in determining the terminal value. The conclusion of these tests is that a 0.5% increase in the discount rate, a decrease in the long-term growth rate or a 1 point decrease in the CGU margin rate would not call into question the conclusion of the tests. Likewise, a one-year lag in the strategic plan assuming that 2022 would be similar to 2021 would not call into question the conclusion of the tests. 2.1.4 Deferred tax assets The Group’s tax position has been analyzed taking into account the estimated effects of the shortage of semiconductors and components, the continuation of the Covid-19 health crisis and the latest income forecasts, in line with the assumptions used in assessing other assets. In accordance with the Group’s accounting principles, tax credits and deferred tax assets on tax loss carryforwards and temporary differences are only recognized when the probability of their utilization within a relatively short period of time is proven. Sensitivity of tests on property, plant and equipment and intangible assets 5 The impacts on inventories of deferred tax assets over the last two fiscal years are as follows: As in 2020, the Operating Margin was retained as a key assumption because it reflects the impact of the following two effects: ● a net impairment of -€22.4 million for the 2021 fiscal year; and ● the change in revenue, in particular the impact of a drop in revenue that would not be offset by a reduction in costs; and/or ● a net impairment of -€79.1 million, for the 2020 fiscal year. ● a difference in the expected profitability of plants. Impacts over fiscal year 2021 are explained in Note 4.8 “Income tax”. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 223 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 At December 31, 2021, this transaction brings Burelle SA’s stake in Compagnie Plastic Omnium SE from 58.78% to 59.35% of the share capital before the cancellation of the treasury shares. 2.1.5 Implementation of part-time activity and State aid From the emergence of the Covid-19 pandemic in 2020, protective measures led the Group to promote remote working (teleworking) whenever possible and essential, and to set up part-time activity in strict compliance with the legislation and provisions taken by the authorities of each country where the Group is established. 2.2.2 Change in the scope of consolidation during fiscal year 2021 2.2.2.1 COMPANY ACQUISITION AND EQUITY INVESTMENT IN THE GERMAN GROUP ELRINGKLINGER AG State aid received over the past two fiscal years in the context of partial activity since the emergence of the Covid-19 pandemic is presented below: On October 28, 2020, Plastic Omnium Group and ElringKlinger AG, a German family-owned listed group and automotive parts manufacturer headquartered in Dettingen (Bade-Wurtemberg), signed: ● an amount of €9.4 million for the 2021 fiscal year; and ● an amount of €31.7 million for the 2020 fiscal year. ● an agreement to create a joint venture, EKPO Fuel Cell Technologies, a leader in the development and series production of fuel cells to accelerate the growth of hydrogen mobility; and This State aid is recognized as a reduction in personnel costs (see Note 4.3 “Personnel expenses”). ● a second agreement on the same day, for the acquisition by Plastic 2.1.6 The Group has not used State-guaranteed loans Omnium Group of 100% of the Austrian subsidiary of ElringKlinger, specialized in integrated hydrogen systems, ElringKlinger Fuelcell Systems Austria GmbH (EKAT), for an enterprise value of €15 million. The Group has not used any State-guaranteed loans in the various countries in which it is established from the emergence of the Covid-19 pandemic in 2020 until the accounts closure at December 31, 2021. Both agreements were subject to competition authorities and customary legal requirements. Plastic Omnium Group received the approval of the competition authorities during the first quarter, which enabled the transactions described below to be completed at March 1, 2021: 2.1.7 Going concern A few key indicators which, despite the forecasts for automotive production significantly lowered by IHS(1) (see Note 2.1), confirm the Creation of the EKPO Fuel Cell Technologies joint venture Plastic Omnium Group and its partner ElringKlinger created the joint venture “EKPO Fuel Cell Technologies” on March 1, 2021. Through the Group’s financial strength: ● as of December 31, 2021, the Group’s balance sheet structure remained solid with Gearing at 41.5% compared to 41.4% as of December 31, 2020 (see Note 6.1 “Capital management”); subscription to a capital increase carried out by EKPO Fuel Cell Technologies, the Plastic Omnium Group acquired 40% of the shares for €100 million. ● the Group generated €251 million in free cash-flow in 2021; ElringKlinger thus owns 60% of the joint venture and Plastic Omnium Group 40%. The partnership agreement documents ElringKlinger’s control and that Plastic Omnium has a significant influence over the operation. ElringKlinger brought its fuel cell business, more than twenty years of know-how and R&D capabilities, giving a large development potential. ● the Group’s liquidity at December 31, 2021 increased by 7.8% compared to December 31, 2020; ● the Group has no major maturities before 2023 (see Notes 5.2.6 “Current and non-current borrowings” and 6.4.2 “Liquidity risk by maturity”). This business employs more than 150 people and holds a portfolio of more than 150 patents in fuel cell components and several high power density fuel cell platforms, already marketed and manufactured at its Dettingen/Erms site (Baden-Württemberg), where the joint venture also has its registered office. 2.2 Other significant events of the period 2.2.1 Changes in the share capital of Compagnie Plastic Omnium SE SHARE CAPITAL REDUCTION BY COMPAGNIE PLASTIC OMNIUM SE BY CANCELLATION OF TREASURY SHARES The price of the equity interest as well as the payment terms are presented in Table 2.2.2.1.1. 2.2.1.1 At its meeting of February 17, 2021, the Board of Directors of Compagnie Plastic Omnium SE decided to cancel 1,443,954 treasury shares (0.97% of the share capital) effective February 25, 2021. Acquisition of ElringKlinger Fuel Cell Systems Austria GmbH On March 1, 2021, Plastic Omnium Group acquired all of the shares in the Austrian subsidiary of ElringKlinger, “ElringKlinger Fuel Cell Systems Austria GmbH (EKAT)”, specialized in integrated hydrogen systems, to complete its global hydrogen offering. The acquisition price was €13.4 million. Compagnie Plastic Omnium SE’s share capital, made up of 147,122,153 shares with a par value of €0.06, was thus reduced to €8,827,329.18. See Note 5.2.1.1 “Share capital of Compagnie Plastic Omnium SE”. The corporate name of this company has been changed and is now “Plastic Omnium New Energies Wels GmbH”. (1) IHS for “IHS Markit”, an Anglo-American specialist economic information company, which publishes trends and forecasts, particularly for the automotive sector. 224 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 2.2.2.1.1 Acquisition price The acquisition prices as well as the payment terms are summarized in the table below: EKPO Fuel Cell Technologies Plastic Omnium New Energies Wels GmbH In% Consolidation date in the Group’s consolidated financial statements Percentage of interest March 1, 2021 40% March 1, 2021 100% Consolidation method Equity method Full consolidation Amount paid on March 1, 2021 Amount paid on March 1, 2021 In thousands of euros Balance to be paid Total acquisitions Acquisition price 30,040 70,000(1) 13,449 113,489 Planned payment schedule for the balance of the acquisition price of the EKPO shares: In thousands of euros 30,000 March 1, 2022 March 1, 2023 10,000 September 1, 2023 March 1, 2024 10,000 10,000 September 1, 2024 10,000 (1) The remaining €70 million payable in respect of the acquisition of a 40% stake in EKPO are recorded as financial liabilities in the Group’s consolidated financial statements at December 31, 2021; given the staggered payment, the fair value of the price remaining to be paid is €68.9 million. 5 2.2.2.1.2 Allocation of the acquisition price goodwill of €16.9 million, after taking into account a deferred tax liability of €35.1 million related to this intangible asset. EKPO FUEL CELL TECHNOLOGIES The allocation of the acquisition price to the acquired assets and liabilities identified a “Technology” intangible asset, valued at €131 million (i.e. €52 million for the share held by the Plastic Omnium Group), resulting in a revaluation of the intangible assets recognized by the entity of €117 million. PLASTIC OMNIUM NEW ENERGIES WELS GMBH (EKAT) The allocation of the acquisition price to the acquired assets and liabilities identified a “Technology” intangible asset, valued at €8.8 million. The acquired intangible asset identified is recognized in intangible assets in progress pending its use in a series production process. This is expected to take place in the first quarter of 2022. From that date, the intangible asset will be amortized over twelve years; the amortization charge for this intangible asset will be recognized in the operating margin. The acquired intangible asset identified is recognized in intangible assets in progress pending its use in a series production process. This is expected to take place in 2022. From this date, the intangible asset will be amortized over twelve years; the amortization charge for this intangible asset will be included in the operating margin under “Share of profit (loss) of associates and joint ventures”. See Note 4.5. At December 31, 2021, the goodwill, after taking into account the deferred tax liability of €2.2 million related to this intangible asset, amounted to €6.3 million. At December 31, 2021, the 40% share of equity held by the Group and recognized under “Equity method investments” (See Note 5.1.5), includes The opening balance sheet for the two entities as of March 1, 2021 is presented below. It will be finalized by March 1, 2022. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 225 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 ALLOCATION OF THE ACQUISITION PRICES TO THE ACQUIRED ASSETS AND LIABILITIES Plastic Omnium New Energies Wels GmbH EKPO Fuel Cell Technologies Share of equity of the Group in the opening balance sheet at March 1, Equity of the entity Equity acquired in the opening at March 1, 2021 2021 and allocation and the allocation of acquisition price of the acquisition price balance sheet at March 1, 2021 Total of the Group acquisitions in 2021 In thousands of euros Calculation basis 100.00% 30.00% 40.00% 30.00% 10,362 46,790 (14,037) 43,115 40,016 83,131 16,909(2) 100,040 100.00% 25.00% 526 Deferred tax rate Equity acquired 25,905 Intangible asset: technology Deferred taxes 116,975(1) (35,093) 107,787 100,040 207,828 42,272 8,816 (2,204) 7,138 Equity (after adjustments) (A) Contribution of Plastic Omnium Group (B) EQUITY AFTER CAPITAL INCREASE (C) = (A + B) Goodwill (D) = (E - C) 50,253 40,016 6,311(3) 23,220(4) TOTAL ACQUISITION PRICE (E) 250,100 13,449 113,489 (1) This amount comprises a revaluation of €117 million recognized as part of the allocation of the acquisition price. (2) This goodwill is a component of the value of the “EKPO Fuel Cell Technologies” investments in associates accounted for the equity method in the Group consolidated Balance Sheet. See Note 5.1.5. (3) This amount is recognized in the “Goodwill” item in the Group consolidated Balance Sheet. See Note 5.1.1. (4) This amount is split in “Investments in associates accounted by the equity method” for €16,909 thousand and for €6,311 thousand in “Goodwill” in the Group consolidated Balance Sheet. See Notes 5.1.5 and 5.1.1. 226 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 2.2.2.1.3 The opening balance sheets and their contribution in the Group consolidated balance sheet The opening balance sheets of the two companies and their contribution in the Group consolidated balance sheet at March 1, 2021, are finalized and are presented in the table below. Total in the Group consolidated financial statements EKPO Fuel Cell Technologies March 1, 2021 Plastic Omnium New Energies Wels GmbH March 1, 2021 March 1, 2021 Consolidation percentage 100% 100% 100% 100% 40% 100% 100% 100% 100% 100% Total contributions of the opening balance sheets in the Group’s consolidated financial Contribution in the Contribution in the Group's opening Change to consolidated Group balance Balance Sheet before the allocation of acquisition price Balance Sheet before the Group’s opening Allocation of the acquisition price Allocation of the acquisition price Opening Balance Sheet contribution Change to consolidated allocation of Opening Balance Sheet contribution Group balance sheet acquisition price In thousands of euros Assets sheet statements Goodwill - 14,101 14,101 - 42,272 42,272 131,076 131,076 - (42,272) (131,076) (131,076) - - - - - - - 59 6,311 6,311 8,875 8,816 59 - - - - - 6,311 8,875 8,816 59 6,311 8,875 8,816 59 Other intangible assets ”Technology” intangible asset Other intangible assets Property, plant and equipment 116,975 8,816 116,975 - 8,816 - 59 - 22,910 - 22,910 (22,910) 3,358 - 3,358 3,358 3,358 Investments in associates and joint ventures 5 - - - - - - 100,040 100,040 - - - - - - 100,040 Cancellation of securities acquired in exchange of the share in the Group reserves (100,040) (100,040) - (13,449) (13,449) (113,489) Other non-current financial assets - - - - - - - - - - - - - 60 - 60 - 60 60 Deferred tax assets TOTAL NON-CURRENT ASSETS Inventories - 7 - 7 - 7 7 37,011 1,992 20 159,247 196,258 1,992 20 (196,258) (1,992) (20) 3,484 15,127 18,611 (13,449) 5,162 5,162 - - - 7 - - - - 7 - - - - 7 - 7 - Trade receivables Other receivables 1,258 1,258 (1,258) 42 42 42 42 Shareholders-subscribed capital called not paid 68,947 30,100 - 68,947 30,100 (68,947) (30,100) - - - - - 373 - - 373 - 373 - 373 Cash and cash equivalents TOTAL CURRENT ASSETS TOTAL ASSETS - - - - - - 102,317 139,328 102,317 298,575 (102,317) (298,575) 422 422 422 422 159,247 3,906 15,127 19,033 (13,449) 5,584 5,584 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 227 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Total in the Group consolidated financial statements EKPO Fuel Cell Technologies March 1, 2021 Plastic Omnium New Energies Wels GmbH March 1, 2021 March 1, 2021 Consolidation percentage 100% 100% 100% 100% 40% 100% 100% 100% 100% 100% Total contributions of the opening balance sheets in the Group’s consolidated financial Contribution in the Contribution in the Group's opening Change to consolidated Group balance Balance Sheet before the allocation of acquisition price Balance Sheet before the Group’s opening Allocation of the acquisition price Allocation of the acquisition price Opening Balance Sheet contribution Change to consolidated allocation of Opening Balance Sheet contribution Group balance sheet acquisition price In thousands of euros sheet statements Shareholders’ equity and liabilities Capital 100 - 124,155 - 100 250,000 - (100) (250,000) - - - - 100 - - 12,923 - 100 12,923 426 (100) (12,923) (426) - - - - - - Additional paid-in capital Consolidated reserves 125,845 - 426 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 125,945 - 124,155 250,100 - (250,100) - - - - - 526 - 12,923 13,449 - (13,449) - - Attributable to non-controlling interests - 124,155 - - 12,923 - - (13,449) - - - - - TOTAL SHAREHOLDERS’ EQUITY 125,945 7,932 250,100 7,932 (250,100) (7,932) 526 1,218 13,449 1,218 Non-current finance lease debt 1,218 1,218 Provisions for pensions and other post-employment benefits 2,832 - - 2,832 (2,832) - - 4 - - 4 - - 4 4 Deferred tax liabilities 35,093 35,093 (35,093) 2,204 2,204 2,204 2,204 TOTAL NON-CURRENT LIABILITIES 10,764 35,093 45,857 (45,857) - 1,222 2,204 3,426 - 3,426 3,426 Current borrowings and financial debt 952 - - - 952 - (952) - - - 1,376 158 - - 1,376 158 - - 1,376 158 1,376 158 Current finance lease debt Provisions for liabilities and charges 659 342 - - - - 659 342 (659) (342) - - - - - 232 - - - - - 232 - - - - - 232 - 232 Trade payables Other operating liabilities TOTAL CURRENT LIABILITIES 666 666 (666) 392 392 392 392 2,619 2,619 (2,619) 2,158 2,158 2,158 2,158 TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 139,328 (8,884) 159,247 - 298,575 (8,884) (298,575) 8,884 - - 3,906 15,127 - 19,033 (2,692) (13,449) - 5,584 5,584 GROSS DEBT (2,692) (2,692) (2,692) NET CASH AND CASH EQUIVALENTS 30,100 21,216 - - 30,100 21,216 (30,100) (21,216) - - 373 - - 373 - - 373 373 NET DEBT (2,319) (2,319) (2,319) (2,319) 228 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 2.2.2.1.4 Contribution to the Group key Income Statement aggregates of the two new companies The contribution in fiscal year 2021 of “EKPO Fuel Cell Technologies” and “Plastic Omnium New Energies Wels GmbH” to Plastic Omnium Group key Income Statement aggregates is as follows: Fiscal year 2021 Contribution to the Group key Income Statement aggregates Total contributions of the new entities in the Plastic Omnium Group consolidated financial % of Plastic Omnium Group consolidated % of Plastic Omnium Group consolidated Plastic Omnium Group Plastic Omnium New Energies Wels GmbH EKPO Fuel Cell Technologies statements In thousands of euros Amount Amount % revenue Amount % revenue Amount % Consolidated revenue of Plastic Omnium Group 7,233,311 N/A 100.0% 0.0%(2) 0.0%(2) Consolidated revenue of entities acquired Operating Margin of entities acquired N/A(1) N/A(2) N/A - 0.0% N/A(2) 0.0% 0.0% - (3,442) 0.0% 1,371 (2,071) (1) The company EKPO Fuel Cell Technologies is consolidated using the equity method at 40%. See Note 2.2.2.1 in “Significant events of the period”. (2) The percentages are presented in relation to the proportion of revenue. 2.2.3 Monitoring of financial investments in AP Ventures 2.2.5 Brazilian administration tax receivables 2.2.3.1 PAYMENT OF FUNDS BY COMPAGNIE PLASTIC OMNIUM SE TO AP VENTURES FUNDS IN 2021 The claims lodged by the Group’s two Brazilian entities with the Brazilian tax administration in respect of the method of determining the PIS/COFIN federal taxes had a favorable outcome in fiscal year 2021. The amount granted to the entities amounts to €14.1 million (including €9.5 million in principal and €4.6 million in financial income linked to inflation over the years covered by the claim). To be recoverable, this receivable must be used to offset federal taxes over the next five years as well as corporation tax for the 2021 fiscal year. During fiscal year 2021, as co-sponsor and member of the Investment Advisory Committee, the Group paid AP Ventures, a London-based venture capital firm specializing in hydrogen and fuel cells, a total of €5.9 million (equivalent to $6.3 million). 5 The Group committed to invest $30 million over the life of the fund. The Group’s total payment amounted to €9.8 million (equivalent to $11.1 million) as at December 31, 2021 (see Note 5.1.6.1 “Long-term investments in equities and funds”). Although, on the basis of the latest estimates, the entities would be able to use this tax receivable over the next five years, impairment was recorded in the consolidated financial statements at December 31, 2021 in order to take into account the risk related to local political instability, in particular in view of the elections scheduled for 2022. Impairment for the amount that may not be used by the end of 2022 was recognized at December 31, 2021. Given this impairment, the income recognized over fiscal year 2021, net of legal fees, amounted to €7.6 million, of which €5.0 million recognized in operating margin and €2.6 million in net financial income (expense). 2.2.4 Transfer of innovation and research activities from Belgium to France The Group will transfer its innovation and research activities currently located in Brussels, Belgium, to France. These activities are part of the Clean Energy Systems Division of the “Industries” segment. At December 31, 2021, restructuring expenses recognized in connection with this transfer of business amounted to €14.3 million, of which €8.9 million for workforce adjustment costs. The provision for employee benefit obligations was also adjusted by €3.8 million to take into account the employment contract terminations of the employees concerned. 2.2.6 Sale of tax receivables in France In December 2021, Compagnie Plastic Omnium sold tax receivables (research tax credit in France) to a financial institution for an amount of €12.2 million (see Note 5.1.9.3 “Other receivables” in the balance sheet). These receivables sold without recourse are therefore no longer shown as assets in the consolidated financial statements at December 31, 2021. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 229 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 See also Note 5.2.6.7 “Reconciliation of gross and net financial debt”. 2.2.7 Financing transactions 2.2.7.1 UTILIZATION AND DRAWDOWNS OF CREDIT LINES DURING THE PERIOD 2.2.8 Change in the international economy and impacts on the Group’s financial statements The Group had no drawdown of its credit lines during fiscal year 2021. 2.2.8.1 MONITORING OF HYPERINFLATION IN ARGENTINA AND IMPACTS ON THE GROUP’S FINANCIAL STATEMENTS See Notes 5.1.11 “Cash and cash equivalents”, 5.2.6.6 “Confirmed medium-term credit lines” and 5.2.6.7 “Reconciliation of gross and net financial debt”. The Argentine peso exchange rate has dropped by 12% since December 31, 2020. 2.2.7.2 ISSUANCE OF NEGOTIABLE EUROPEAN COMMERCIAL PAPER (NEU-CP) DURING FISCAL YEAR 2021 At December 31, 2021, the assets of the two subsidiaries Plastic Omnium Auto Inergy Argentina SA (Clean Energy Systems) and Plastic Omnium Argentina (Intelligent Exterior Systems) were revalued. The impacts related to hyperinflation on the main income statement aggregates and recognized at December 31, 2021 are as follows: During fiscal year 2021, the Group increased its “Neu-CP” program. At December 31, 2021, it amounted to €322.5 million compared with €200.5 million at December 31, 2020. The terms of these issuances are provided in Note 5.2.6.4 “Short-term borrowings: issuance of “Negotiable European commercial paper” (Neu-CP)”. In thousands of euros 2021 +8,553 (1,534) (970) 2020 +3,814 +677 Impact on the Group’s revenue Impact on the Group’s operating margin Impact on the Group’s net financial income (expense) Impact on the Group’s other operating expense Impact on the Group’s tax expense Impact on the Group’s net income (3,713) (2,858) +290 (25) (60) (2,589) (5,604) 230 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The Group organizes its Automotive businesses into two operating segments (see Note on “Presentation of the Group”): “Industries” and “Modules”). NOTE 3 SEGMENT INFORMATION 3.1 Information by operating segment The columns in the tables below show the amounts by segment. The “Unallocated items” column groups together inter-segment eliminations and amounts that are not allocated to a specific segment (in particular, holding company activity) allowing for the reconciliation of segment data with the Group’s financial statements. Financial results, taxes and the share of profit (loss) of associates are monitored at Group level and are not allocated to segments. Transactions between segments are carried out on an arm’s length basis. The Group uses the concept “Economic revenue” for its operational management, which corresponds to the consolidated revenue of the Group and its joint ventures at their percentage stake: Yanfeng Plastic Omnium, the Chinese leader in exterior body parts, SHB Automotive modules, the leading Korean front-end module company and BPO, a major player in the Turkish market for exterior equipment. 3.1.1 Income statement by operating segment 2021 Unallocated In thousands of euros Industries Modules items(2) Total Economic revenue(1) 5,826,435 2,190,720 - 8,017,155 Including revenue from joint ventures consolidated at the Group’s percentage stake 586,802 5,265,277 (25,645) 5,239,633 72.4% 197,042 1,996,827 (3,149) - 783,844 7,233,311 - External sales to Segment Inter-segment sales (28,794) 28,794 Consolidated revenue 1,993,678 27.6% - 7,233,311 100.0% % of segment revenue – Total - Operating margin before amortization of intangible assets acquired and before share of profit (loss) of associates and joint ventures 237,450 4.5% 42,209 2.1% - - - - - - - - - 279,659 3.9% % of segment revenue 5 Amortization of intangible assets acquired Share of profit (loss) of associates and joint ventures Operating margin (6,675) 40,171 270,946 5.2% (13,029) 2,632 31,812 1.6% (19,704) 42,803 302,758 4.2% % of segment revenue Other operating income 23,438 (77,179) - 1.0% - 23,438 (79,835) - 0.8% Other operating expenses % of segment revenue (2,656) - 0.1% Financing costs (48,617) (1,897) Other financial income and expenses PROFIT/(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX AND AFTER SHARE IN ASSOCIATES AND JOINT VENTURES 195,847 (60,269) 135,578 Income tax NET PROFIT (LOSS) (1) Economic revenue corresponds to revenue of the Group and its joint ventures consolidated at their percentage of ownership. (2) “Unallocated items” corresponds to intra-group eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). This column is included to enable segment information to be reconciled with the consolidated financial statements. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 231 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 2020 Modules Unallocated items(2) In thousands of euros Industries Total Economic revenue(1) 5,627,787 2,104,283 - 7,732,070 Including revenue from joint ventures consolidated at the Group’s percentage stake 485,237 5,170,408 (27,858) 5,142,550 72.7% 173,606 1,933,588 (2,911) - 658,843 7,073,227 - External sales to Segment Inter-segment sales (30,769) 30,769 Consolidated revenue 1,930,677 27.3% - 7,073,227 100.0% % of segment revenue – Total - Operating margin before amortization of intangible assets acquired and before share of profit/(loss) of associates and joint ventures 80,247 1.6% 31,320 1.6% - - - - - - - - - 111,567 1.6% % of segment revenue Amortization of intangible assets acquired Share of profit (loss) of associates and joint ventures Operating margin (7,889) 27,409 99,767 1.9% (14,504) 1,692 (22,393) 29,101 118,275 1.7% 18,508 1.0% % of segment revenue Other operating income 23,535 (327,711) - 5.9% 3,699 27,234 (361,025) - 4.7% Other operating expenses % of segment revenue (33,314) - 1.5% Financing costs (59,836) (8,701) Other financial income and expenses PROFIT (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX AND AFTER SHARE IN ASSOCIATES AND JOINT VENTURES (284,053) 31,002 Income tax NET PROFIT (LOSS) (253,051) (1) Economic revenue corresponds to revenue of the Group and its joint ventures consolidated at their percentage of ownership. (2) “Unallocated items” corresponds to intra-group eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). This column is included to enable segment information to be reconciled with the consolidated financial statements. 232 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 3.1.2 Balance sheet aggregate data by operating segment December 31, 2021 Unallocated In thousands of euros Net amounts Industries 499,146 421,548 1,457,405 - Modules 527,726 111,626 143,474 - items Total 1,026,872 538,777 1,638,908 30 Goodwill - Intangible assets 5,603 Property, plant and equipment Investment property 38,029 30 Inventories 575,871 587,072 264,249 3,000 61,807 137,047 34,781 - - 637,678 734,277 354,395 3,000 Trade receivables 10,158 55,365 - Other receivables Finance receivables (C) Current accounts and other financial assets (D) Long-term investments in equity instruments and funds – FMEA 2 (F) Hedging instruments (E) (955,443) 9,970 2,468 - 962,369 68,101 91 9,394 78,071 - - 91 Net cash and cash equivalents (A)(1) 101,102 2,963,920 303,817 303,817 1,145,188 78,387 1,097,316 71,305 71,305 (9,550) 701,883 1,841,629 1,450,423 1,450,423 (282,021) 881,372 5,902,865 1,825,545 1,825,545 853,618 SEGMENT ASSETS Borrowings and financial debt (B) SEGMENT LIABILITIES SEGMENT NET FINANCIAL DEBT = (B - A - C- D - E - F)(2) 5 December 31, 2020 Unallocated In thousands of euros Industries 486,643 431,700 1,495,594 - Modules 527,726 124,394 148,162 - items Total 1,014,369 560,847 1,676,189 30 Goodwill - Intangible assets 4,753 Property, plant and equipment Investment property 32,433 30 Inventories 602,910 632,522 248,511 6,340 53,902 183,384 21,885 - - 656,812 814,400 318,307 6,340 Trade receivables (1,506) 47,911 - Other receivables Finance receivables (C) Current accounts and other financial assets (D) Long-term investments in equity instruments and funds – FMEA 2 (F) Hedging instruments (E) (1,046,879) 4,086 3,226 - 1,053,707 4,223 10,054 8,309 - - 7,625 7,625 Net cash and cash equivalents (A)(1) 90,919 2,952,346 265,472 265,472 1,211,006 36,679 1,099,358 67,294 67,294 27,389 690,114 1,839,290 1,324,191 1,324,191 (431,478) 817,712 5,890,994 1,656,957 1,656,957 806,917 TOTAL SEGMENT ASSETS Borrowings and financial debt (B) SEGMENT LIABILITIES SEGMENT NET FINANCIAL DEBT = (B - A - C- D - E - F)(2) (1) Net cash and cash equivalents as reported in the Statement of Cash Flows. See also 5.1.11.2 “Net cash and cash equivalents at end of period”. (2) See Note 5.2.6.1“Definition of debt within the Group” and Note 5.2.6.7 “Reconciliation of gross and net financial debt”. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 233 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 3.1.3 Other information by operating segment 2021 Unallocated items In thousands of euros Industries 126,297 136,667 Modules 15,857 15,566 Total 145,195 160,101 Acquisitions of intangible assets 3,041 7,868 Capital expenditure including acquisitions of investment property 2020 Unallocated items In thousands of euros Industries 127,230 193,178 Modules 14,691 23,510 Total 143,018 217,654 Acquisitions of intangible assets 1,097 966 Capital expenditure including acquisitions of investment property 3.1.4 Revenue – Information by geographic region and country of sales The breakdown of revenue by region is based on the location of the Plastic Omnium subsidiaries generating the sales. Until 2020, it was based on the country of location of their customers. The change, implemented to simplify the process of preparing the information, has no significant impact. For the purposes of comparability, the information for 2020 has been restated. 3.1.4.1 INFORMATION BY SALES REGION 2021 Totals 2020 Totals In thousands of euros France % 6.4% In thousands of euros France % 5.9% 510,006 2,048,018 3,699,691 130,743 454,037 2,063,667 3,731,978 81,115 North America Europe excluding France South America Africa 25.5% 46.2% 1.6% North America Europe excluding France South America Africa 26.7% 48.2% 1.0% 118,374 1.5% 81,643 1.1% Asia 1,510,323 8,017,155 18.8% 100% Asia 1,319,630 7,732,070 17.1% 100% ECONOMIC REVENUE ECONOMIC REVENUE Including revenue from joint ventures at the Group’s percentage stake Including revenue from joint ventures at the Group’s percentage stake 783,844 658,843 CONSOLIDATED REVENUE 7,233,311 CONSOLIDATED REVENUE 7,073,227 234 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 3.1.4.2 INFORMATION FOR THE TOP TEN CONTRIBUTING COUNTRIES 2021 2020 In thousands of euros Germany Totals 1,301,199 1,007,388 971,107 939,244 606,190 540,038 510,006 332,475 281,629 270,278 1,257,601 8,017,155 % 16.2% 12.6% 12.1% 11.7% 7.6% In thousands of euros Germany Totals 1,249,633 991,864 989,557 822,764 596,229 587,232 454,037 331,319 282,894 303,545 1,122,996 7,732,070 % 16.2% 12.8% 12.8% 10.6% 7.7% United States Mexico United States Mexico China China Spain Spain Slovakia 6.7% Slovakia 7.6% France 6.4% France 5.9% United Kingdom Korea 4.1% United Kingdom Korea 4.3% 3.5% 3.7% Poland 3.4% Poland 3.9% Other 15.7% 100% Other 14.5% 100% ECONOMIC REVENUE ECONOMIC REVENUE Including revenue from joint ventures at the Group’s percentage stake Including revenue from joint ventures at the Group’s percentage stake 783,844 658,843 CONSOLIDATED REVENUE 7,233,311 CONSOLIDATED REVENUE 7,073,227 3.1.4.3 INFORMATION BY CAR MANUFACTURER 2021 2020 % of total automotive revenue % of total automotive revenue 5 In thousands of euros Volkswagen Group Stellantis(1) Totals In thousands of euros Volkswagen Group Stellantis(1) Totals 2,002,539 1,281,576 883,665 2,093,680 1,340,715 850,188 26.1% 16.7% 10.6% 8.9% 25.9% 16.6% 11.4% 8.3% Daimler Daimler BMW 715,402 General Motors 639,606 General Motors 563,159 7.0% BMW 637,233 8.2% TOTAL – MAIN MANUFACTURERS Other car manufacturers TOTAL ECONOMIC REVENUE 5,563,144 2,454,011 8,017,155 69.4% 30.6% 100.0% TOTAL – MAIN MANUFACTURERS Other car manufacturers TOTAL ECONOMIC REVENUE 5,444,618 2,287,451 7,732,070 70.4% 29.6% 100% Including revenue from joint ventures at the Group’s percentage stake Including revenue from joint ventures at the Group’s percentage stake 783,844 658,843 TOTAL CONSOLIDATED REVENUE 7,233,311 TOTAL CONSOLIDATED REVENUE 7,073,227 (1) Stellantis: including PSA Peugeot Citroën in the amount of €818,323 thousand and Fiat Chrysler Automobiles in the amount of €463,254 thousand (in “Other”) in the financial statements published at December 31, 2020). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 235 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 3.2 Non-current assets by country Europe excluding France North America South America In thousands of euros France Asia Other(2) Total December 31, 2021 Goodwill 213,274 - 721,234(1) - 79,405 6,109 2,931 - 10,028 83 - - 1,026,872 6,192 including translation adjustment Intangible assets 89,594 260,394 34,205 30 243,859 625,703 73,064 - 114,850 442,376 29,500 - 68,753 247,931 18,796 - 11,702 19,872 3,193 - 10,020 42,634 1,343 - 538,777 1,638,908 160,101 30 Property, plant and equipment including capital expenditure for the fiscal year Investment property TOTAL NON-CURRENT FIXED ASSETS 563,292 1,590,795 636,631 319,615 41,602 52,654 3,204,587 (1) The Group acquired Plastic Omnium New Energies Wels GmbH on March 1, 2021. See Note 2.2.2.1 in “Other significant events of the period”. (2) The “Other” region includes South Africa and Morocco. Europe excluding France North America South America In thousands of euros France Asia Other(2) Total December 31, 2020 Goodwill 213,274 - 714,923 - 73,296 (6,758) 115,799 458,055 53,437 - 2,931(1) - 9,945 366 - - 1,014,369 (6,392) including translation adjustment Intangible assets 86,569 201,195 28,111 30 268,954 704,546 85,196 - 73,147 249,078 39,464 - 7,230 16,306 1,292 - 9,147 47,009 10,154 - 560,847 1,676,189 217,654 30 Property, plant and equipment including capital expenditure for the fiscal year Investment property TOTAL NON-CURRENT FIXED ASSETS 501,068 1,688,423 647,150 325,156 33,481 56,156 3,251,435 (1) See Note 2.2.2.2 in “Significant events of the period” on the Group’s October 1, 2020 take-over of HBPO Hicom. (2) The “Other” region includes South Africa and Morocco. NOTE 4 NOTES TO THE INCOME STATEMENT In 2021, Plastic Omnium Group’s Income Statement was impacted by this decline in worldwide automotive production (see section 2.1 “Health and economic context”). Introduction to the Notes to the Income Statement – Impacts due to the health and economic context In addition to the ongoing Covid-19 pandemic, a problem related to the shortage of semiconductors and certain components for the automotive sector appeared in early 2021 and led the Group to adapt its production following the shutdown of some car manufacturer customers’ plants. Over the period, the Group conducted asset impairment tests and updated costs related to the various restructurings. The impacts were recorded under “Other operating income and expenses” in accordance with the Group’s accounting principles. 236 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 4.1 Breakdown of Research and Development costs The percentage of Research and Development costs is expressed in relation to the amount of revenue. In thousands of euros 2021 (245,438) 128,550 (153,436) 8,525 % - 3.4% 1.8% 2020 (240,271) 136,936 (173,171) 9,504 % - 3.4% 1.9% Research and Development costs after developments sold Capitalized development costs Depreciation of capitalized development costs Research tax credit - 2.1% 0.1% - 2.4% 0.1% Other (including grants and contributions received) RESEARCH AND DEVELOPMENT COSTS 3,751 0.1% 938 0.0% (258,048) - 3.6% (266,064) - 3.8 % 4.2 Cost of goods and services sold, development, selling and administrative costs In thousands of euros Cost of goods and services sold includes: Material consumption (purchases and changes in inventory)(1) Direct production outsourcing Utilities and fluids 2021 2020 (4,941,022) (11,829) (4,979,203) (13,650) (87,690) (89,160) Salary and benefits (701,891) (397,879) (262,111) (415) (684,338) (370,943) (275,086) (19,266) Other production costs(2) Depreciation and amortization Provisions(2) 5 TOTAL (6,402,837) (6,431,646) Research and Development costs include: Salary and benefits (194,098) (174,673) 110,723 (196,149) (195,057) 125,142 Depreciation, amortization and provisions Other TOTAL (258,048) (266,064) Selling costs include: Salary and benefits (28,008) (341) (24,451) (2,371) (6,892) (33,714) Depreciation, amortization and provisions Other (12,755) (41,104) TOTAL Administrative costs include: Salary and benefits (165,483) (67,964) (18,427) 211 (149,972) (62,317) (18,348) 400 Other administrative expenses Depreciation and amortization Provisions TOTAL (251,663) (230,237) (1) Including charges and reversals of provisions for inventories amounting to: +€4,612 thousand in 2021 -€6,548 thousand in 2020 (2) The impact on the Operating margin of the favorable outcome of the Group’s tax receivable claims with the Brazilian administration (PIS/COFIN federal taxes) for a gross amount of €9,521 thousand depreciated for €4,954 thousand. See Note 2.2.5 under “Other significant events of the period”. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 237 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 4.3 Staff costs Following the partial activity introduced due to the Covid-19 pandemic in several countries where the Group operates (see Note 2.1.5 in “Significant events of the period”), the Group received aid from several States, for €9.4 million, which reduced personnel costs. In thousands of euros 2021 (791,816) (233,487) (14,873) 2020 (782,963) (224,490) (13,916) Wages and salaries Payroll taxes(1) Non-discretionary profit-sharing Share-based payments (2,086) (1,408) Pension and other post-employment benefit costs Other employee benefits expenses Total employee benefits expense excluding temporary staff costs Temporary staff costs (4,520) (9,376) (42,700) (22,757) (1,089,482) (93,198) (1,054,910) (98,875) TOTAL EMPLOYEE BENEFITS EXPENSES (1,182,680) (1,153,785) (1) This item includes social contributions on the new stock option subscription and/or bonus share allocation plans for an amount of: -€45 thousand in 2021 for the period’s new plan, allocated to executive corporate officers; -€91 thousand in 2020 (of which -€23 thousand for executive corporate officers). See Notes 5.2.3 “Share-based payments” and 7.3.1 “Compensation paid to senior executives and executive and other corporate officers“. ● the amortization over seven years of contractual customer relationships and over fifteen years for the brand recognized on the takeover of HBPO in July 2018. 4.4 Amortization of intangible assets acquired This item corresponds mainly to: ● the amortization over six years of contractual customer relationships recognized on the takeover in July 2016 of the Faurecia Group Exterior Systems business; The “Technology” intangible asset of the Austrian company “Plastic Omnium New Energies Wels GmbH” acquired on March 1, 2021 (see Note 2.2.2.1.2 “Allocation of the acquisition price” in “Other significant events of the period”) will be amortized over twelve years from the start of series production. In thousands of euros 2021 (547) 2020 (547) Amortization of brands Amortization of contractual customer relationships TOTAL AMORTIZATION OF INTANGIBLE ASSETS ACQUIRED (19,157) (19,704) (21,846) (22,393) March 1, 2021 (see Note 2.2.2.1 in “Other significant events of the period”). 4.5 Share of profit (loss) of associates and joint ventures Share of profit (loss) of associates and joint ventures breaks down as follows (please refer to Note 5.1.5 for “Equity investments in associates and joint ventures” in the Balance Sheet): The associates Chengdu Faway Yanfeng Plastic Omnium and Dongfeng Plastic Omnium Automotive Exterior are included in the YFPO joint ventures and the EKPO Fuel Cell Technologies joint venture since 2021 2020 In thousands of euros % Interest % Interest 2021 2,632 - 2020 1,601 91 HBPO – SHB Automotive Modules HICOM HBPO Sdn Bhd(1) 33.34% 34.00% 49.95% 49.98% 40.00% 33.34% 26.66% 49.95% 49.98% - JV Yanfeng Plastic Omnium and its subsidiaries – joint venture 40,039 3,574 (3,442) 42,803 22,451 4,958 - BPO AS – joint venture EKPO Fuel Cell Technologies(2) TOTAL SHARE OF PROFIT/(LOSS) OF ASSOCIATES AND JOINT VENTURES 29,101 (1) HBPO Hicom was accounted using the equity method until the end of September 2020. With the takeover by the Group on October 1, 2020, the company is now fully consolidated. (2) See Notes 2.2.2.1.4 et 4.4 in the “Other significant events of the period”. This share of profit does not include any amortization of the “Technology” intangible asset recognized in the acquisition price allocation that will start in 2022 in line with the start of production. 238 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 4.6 Other operating income and expenses In thousands of euros Reorganization costs(1) 2021 (21,624) (5,544) (11,750) (10,573) - 2020 (52,079) (254,666) (7,294) Impairment of non-current assets(2) Provisions for litigations and expenses(3) Foreign exchange gains and losses on operating activities(4) Change in scope of consolidation – HICOM Gains/Losses on disposals of non-current assets Other (15,785) 2,282 (1,151) (5,755) (56,397) 23,438 (79,835) (2,533) (3,717) TOTAL OPERATING INCOME AND EXPENSES of which total income (333,791) 27,234 of which total expense (361,025) At December 31, 2021 (3) Provisions for litigation and expenses: (1) Reorganization costs: This item mainly includes provisions for litigation related to vehicle recalls with several car manufacturers. Reorganization costs relate primarily to significant restructuring in the “Industries” segment in Germany and Belgium. (4) Foreign exchange gains and losses on operating activities: (2) Impairment of non-current assets: Over the period, foreign exchange gains and losses on operating activities mainly concern the Mexican peso, the Argentine peso and the US dollar. The net impact of asset impairment tests over the period is -€4.4 million compared to -€250.2 million over the fiscal year 2021. In addition, the impairment balance was reduced by +€8.8 million through disposals over the period, leading to a net reduction of +€4.4 million (see Note 2.1.3 “Asset impairment tests” in “Significant events of the period”). At December 31, 2020 Refer to the Consolidated financial statements at December 31, 2020 for details of transactions in the previous fiscal year. 5 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 239 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 4.7 Net financial income (expense) In thousands of euros 2021 (34,163) (7,072) (7,382) (48,617) 6,414 2020 (46,667) (7,817) (5,352) (59,836) (4,635) 2,626 Finance costs Interest on lease liabilities(1) Financing fees and commissions BORROWING COSTS Exchange gains or losses on financing activities Gains or losses on interest rate and currency hedges(2) Interest on post-employment benefit obligations Other(3) (8,701) (1,290) 1,680 (1,449) (5,243) (8,701) (68,537) OTHER FINANCIAL INCOME AND EXPENSES TOTAL (1,897) (50,514) (1) See Notes 5.1.3 “Property, plant and equipment” and 5.2.6.7 “Reconciliation of gross and net financial debt”. (2) The Group no longer has any interest rate instrument contracts. This item includes an amount of -€260 thousand corresponding to the amortization of the balance on the 2018 bond loan (see the Statement of changes in equity) and an expense of -€8,847 thousand corresponding to the impact of currency hedges. See Note 5.2.7.1.2 “Impact of unsettled foreign exchange hedges on net income and equity”. (3) In 2021, this item includes in particular: the financial impact of hyperinflation in Argentina for -€970 thousand; the financial impact of the favorable outcome of the Group’s tax receivable claims with the Brazilian administration (PIS/COFIN federal taxes) for an amount of €2,625 thousand. See Note 2.2.5 under “Other significant events of the period”. 4.8 Income tax 4.8.1 Income tax expense recognized in the income statement The income tax expense breaks down as follows: In thousands of euros 2021 (65,561) (56,995) (8,566) 5,292 2020 (4,550) 5,755 CURRENT TAXES ON CONTINUING ACTIVITIES Current tax expense/(income) Tax expense/(income) on non-recurring items (10,305) 35,552 36,434 (882) DEFERRED TAXES ON CONTINUING ACTIVITIES Deferred tax income/(expense) on timing differences arising or reversed during the period Expense/(income) resulting from changes in tax rates or the introduction of new taxes 6,998 (1,706) TAX EXPENSE (INCOME) ON CONTINUING ACTIVITIES RECORDED IN THE CONSOLIDATED INCOME STATEMENT (60,269) 31,002 240 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 4.8.2 Income tax analysis – Tax proof Analysis of the income tax expense includes the following: 2021 Totals 2020 Totals (1) (1) In thousands of euros % % Consolidated loss (profit) on continuing activities before tax and share of profit (loss) of associates and joint ventures (A) 153,044 (43,465) (313,154) 100,272 Tax rate applicable in France (B) 28.40% 32.02% THEORETICAL TAX EXPENSE (INCOME) (C) = (A) X (-B) Difference between the theoretical tax expense and the current and deferred tax expense excluding tax assessed on net interim profit on continuing activities (D) (16,804) 22,956 (8,591) (22,387) (1,706) 6,166 - 11.0% 15.0% -5.6% (69,270) 34,015 (7,245) (79,174) (882) 22.1% -10.9% 2.3% Tax credits Permanent differences between accounting profits and taxable profits Change in unrecognized deferred taxes Impact on deferred tax of a tax rate change Impact of differences in foreign tax rates Contribution to Value Added - 14.6% -1.1% 25.3% 0.3% 4.0% (12,149) (5,100) 1,265 3.9% (4,048) (9,194) - 2.6% - 6.0% 1.6% Other impacts -0.4% TOTAL CURRENT AND DEFERRED TAX EXPENSE (INCOME) ON CONTINUING ACTIVITIES (E) = (C) + (D) (60,269) 31,002 EFFECTIVE TAX RATE (ETR) ON CONTINUING ACTIVITIES (E)/(A) 39.4% 9.9% (1) Percentage expressed in relation to the consolidated profit on continuing activities before tax and share of profit/(loss) of associates and joint ventures (C). The Group’s effective tax rate was 39.4% in 2021 (9.9% for 2020). The difference between the tax rate in France and countries with lower tax rates has a favorable impact on profits and an unfavorable effect on losses; 5 In 2021, the tax recognized was an expense of -€60 million for a theoretical tax expense of -€44 million, based on a tax rate of 28.40%. ● a -€22 million effect through the effect of losses or other assets generated in the year but not recognized, net of those previously not capitalized but used or recognized during the year (-€79 million at December 31, 2020) – Please refer to Note 2.1.4 “Deferred tax assets” in “Significant events of the period”; In 2020, the tax recognized was income of €31 million for theoretical tax income of €100 million, based on a tax rate of 32.02%. The difference between the tax recognized and the theoretical tax mainly reflects: ● ● ● €23 million in specific tax reductions or tax credits mainly in North America, Belgium, Asia and France (€34 million at December 31, 2020); -€9 million in permanent differences between accounting profits and taxable income (-€7 million at December 31, 2020 essentially due to taxable dividends); and ● a €6 million impact from lower taxes, mainly in Asia (China, Thailand), the United States and Europe (excluding France and Belgium) (-€12 million at December 31, 2020). -€9 million from other impacts of which -€3 million related to uncertain tax positions (+€1 million at December 31, 2020). PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 241 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 4.9 Net profit (loss) attributable to non-controlling interests The net profit (loss) attributable to non-controlling interests corresponds to the share of non-controlling interests in the profit (loss) of fully consolidated entities and companies controlled by the Group. It breaks down as follows: In thousands of euros 2021 5,581 1,335 173 2020 (6,197) 631 HBPO GmbH and its subsidiaries Beijing Plastic Omnium Inergy Auto Inergy Co. Ltd Plastic Omnium Auto Inergy Manufacturing India Pvt Ltd DSK Plastic Omnium Inergy 333 2,400 (284) 9,206 3,475 (182) (1,940) DSK Plastic Omnium BV TOTAL ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 4.10 Earnings per share and diluted earnings per share Net profit attributable to owners of the parent Basic earnings per share (in euros) 2021 0.87 2020 (1.72) Diluted earnings per share (in euros) 0.87 (1.72) Weighted average number of ordinary shares outstanding at end of period Treasury stock 147,339,735 (2,027,088) 145,312,647 333,356 148,566,107 (2,949,477) 145,616,630 155,478 Weighted average number of ordinary shares, undiluted Impact of dilutive instruments (stock options) Weighted average number of ordinary shares, diluted Weighted average price of the Plastic Omnium share during the period Weighted average share price 145,646,003 145,772,108 27.06 20.62 NOTE 5 NOTES TO THE BALANCE SHEET 5.1 Assets 5.1.1 Goodwill For the 2021 fiscal year, the assumptions related to impairment tests carried out at the level of the cash-generating units (CGU) or groups of cash generating units (business segments), namely “Industries” and “Modules” are set out in Note 1.6.1. Goodwill In thousands of euros Gross Value 1,017,830 2,931 Impairment Net value 1,017,830 2,931 GOODWILL AT JANUARY 1, 2020 Goodwill HBPO Hicom - - - - - - - Translation differences (6,392) (6,392) GOODWILL AT DECEMBER 31, 2020 Goodwill on acquisition of Plastic Omnium New Energies Wels GmbH(1) Translation differences 1,014,369 6,311 1,014,369 6,311 6,192 6,192 GOODWILL AT DECEMBER 31, 2021 1,026,872 1,026,872 (1) The Group acquired the company Plastic Omnium New Energies Wels GmbH on March 1, 2021. See Note 2.2.2.1.2 in “Other significant events of the period”. 242 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.1.2 Other intangible assets Patents and brands Development Customer contracts In thousands of euros Software 16,082 - assets 468,167 128,550 13,535 (6,180) 8,816 Other Total 560,847 128,550 16,645 (6,180) 8,875 CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2020 Capitalized development 9,916 66,680 2 - - - Increases 267 2,843 - - - Disposals – net Changes in scope of consolidation(1) - - - - 59 - (5) - Other reclassifications 1,454 (4,226) - 4,109 (8,113) 11 (7,949) (153,436) 1,591 - (2,391) (184,932) 1,602 Amortization for the period Impairment recognized and reversed Translation adjustment (19,157) - - - 61 91 14,703 467,797 907 - 15,762 538,777 CARRYING AMOUNT AT DECEMBER 31, 2021 7,471 15,081 48,425 2 (1) The Group acquired the company Plastic Omnium New Energies Wels GmbH on March 1, 2021 (recognition of a ‘Technology’ asset). See Note 2.2.2.1.2. Patents and licenses Development assets Customer contracts In thousands of euros Software 21,300 - Other Total 724,747 136,936 6,082 CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2019 Capitalized development 12,466 579,031 136,936 3,265 111,946 2 - - - Increases 188 2,629 - - - Disposals – net - - (1,321) 299 - - - (1,321) 299 Changes in scope of consolidation Other reclassifications - - 5 1,536 (4,210) - 2,496 (9,591) (379) (373) 16,082 (3,200) (173,171) (55,716) (17,956) 468,167 - - 832 Amortization for the period (21,846) (23,400) (20) - (208,818) (79,495) (18,413) 560,847 Impairment recognized and reversed Translation adjustment - (64) - CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2020 9,916 66,680 2 Patents and licenses Development costs Customer contracts In thousands of euros Software Other Total ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2020 Cost 49,260 (35,086) (4,258) 9,916 161,142 (144,682) (378) 1,253,980 (715,140) (70,673) 468,167 291,543 (201,463) (23,400) 66,680 2 - 1,755,927 (1,096,371) (98,709) Accumulated amortization Impairment - CARRYING AMOUNT AT DECEMBER 31, 2020 16,082 2 560,847 ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2021 Cost 51,074 (39,345) (4,258) 7,471 162,975 (147,526) (367) 1,375,790 (836,336) (71,658) 467,797 294,491 (222,666) (23,400) 48,425 2 - 1,884,332 (1,245,873) (99,683) Accumulated amortization Impairment - CARRYING AMOUNT AT DECEMBER 31, 2021 15,081 2 538,777 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 243 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Impairment tests on assets led to the updating of impairment of property, plant and equipment over the period (see Notes 2.1.3 “Asset impairment tests” and 4.6 “Other operating income and expenses”). 5.1.3 Property, plant and equipment Property, plant and equipment corresponds to property, plant and equipment owned but also, since January 1, 2019, to rights-of-use related to leases of property, plant and equipment following the application of IFRS 16 “Leases”. Property, plant and equipment under Other property, plant and equipment Tech. eq. In thousands of euros Land Buildings & tool. construction Total CARRYING AMOUNT AT DECEMBER 31, 2020: WHOLLY-OWNED PROPERTY, PLANT AND EQUIPMENT 92,597 278 515,801 8,101 504,921 15,570 (3,590) 582 142,868 121,872 - 220,057 14,280 (1,748) 140 1,476,244 160,101 (11,612) 1,979 Acquisitions Disposals (1,622) - (4,652) 1,175 Newly consolidated companies Other reclassifications Depreciation for the period Impairment and reversals Translation adjustment 82 1,120 (1,463) 635 7,885 62,966 (117,181) 415 (126,420) - 49,335 (93,525) 677 (5,114) (30,356) 2,875 (242,524) 2,811 (1,792) 3,789 3,465 20,545 20,173 6,933 54,906 WHOLLY-OWNED PROPERTY, PLANT AND EQUIPMENT: CARRYING AMOUNT AT DECEMBER 31, 2021 (A) 95,009 521,373 483,855 140,401 196,149 1,436,787 CARRYING AMOUNT AT DECEMBER 31, 2020: LEASE RIGHT-OF-USE ASSETS 652 172,738 36,901 (9,206) 1,313 14,443 4,561 (100) - - - - - - - - 12,112 6,763 (197) 66 199,945 48,226 (9,503) 1,379 Acquisitions 1 Decreases - Newly consolidated companies Depreciation for the period Other reclassifications Translation adjustment - (125) - (32,955) 15 (6,800) 6,081 432 (7,540) (14) (47,420) 6,082 47 2,733 202 3,414 LEASE-RIGHT-OF-USE ASSETS: CARRYING AMOUNT AT DECEMBER 31, 2021 (B) 573 171,538 18,618 - 11,392 202,121 PROPERTY, PLANT AND EQUIPMENT: CARRYING AMOUNT AT DECEMBER 31, 2021 (C) = (A)+ (B) 95,582 692,911 502,473 140,401 207,541 1,638,908 Information on rental expense resulting from uncapitalized leases: Rental expense on uncapitalized leases amounted to -€10.9 million at December 31, 2021 compared with -€11.4 million at December 31, 2020. 244 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The table below, for the previous fiscal year, combines “Wholly-owned property, plant and equipment” and “Lease right-of-use assets”. Property, plant and equipment under Other property, plant and equipment Tech. eq. In thousands of euros Land 103,175 471 Buildings 753,073 60,974 (11,402) - & tool. construction Total 1,958,919 278,177 (16,063) 1,385 CARRYING AMOUNT AT JANUARY 1, 2020 Acquisitions 660,920 54,274 (1,392) - 179,579 262,172 42,445 (3,260) 1,385 120,013 Disposals (9) - - Changes in consolidation scope Other reclassifications - (1,420) (1,832) (2,798) (4,339) 93,249 21,048 (66,350) (41,947) (26,860) 688,539 63,793 (134,041) (96,381) (27,809) 519,364 (148,510) - 64,748 (99,748) (25,630) (9,946) 232,169 (341) Depreciation for the period Impairment recognized and reversed Translation adjustment (301,971) (170,624) (73,300) 1,676,189 (3,868) (4,346) 142,868 CARRYING AMOUNT AT DECEMBER 31, 2020 Property, plant and equipment under Other property, plant and equipment Tech. eq. In thousands of euros Land Buildings & tool. construction Total ANALYSIS OF CARRYING AMOUNT AT JANUARY 1, 2021 Gross value 108,821 (12,594) (2,978) 93,249 1,126,388 (388,192) (49,657) 688,539 1,914,958 146,234 - 739,298 (470,840) (36,289) 232,169 4,035,699 (2,165,207) (194,302) Depreciation (1,293,581) (102,012) 519,364 5 Impairment (3,365) 142,868 CARRYING AMOUNT AT JANUARY 1, 2021 ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2021 Gross value 1,676,189 112,815 (14,758) (2,475) 95,582 1,181,689 (443,081) (45,697) 692,911 2,040,029 (1,430,490) (107,066) 502,473 142,432 - 781,294 (536,590) (37,163) 207,541 4,258,259 (2,424,919) (194,432) Depreciation Impairment (2,031) 140,401 CARRYING AMOUNT AT DECEMBER 31, 2021 1,638,908 “Tech. eq. & tool.”: technical installations, equipment and tooling. 5.1.4 Investment property 5.1.5 Non-consolidated interests and equity investments in associates and joint ventures As of December 31, 2021, as for December 31, 2020, the Group no longer held any investment property except for one piece of land in the Lyon region valued at €30 thousand. NON-CONSOLIDATED INTERESTS: The non-consolidated interests relate to: ● immaterial dormant companies; and ● shares in which the Group’s small stake doesn’t allow it to exercise at least significant influence (Tactotek OY). In the context of the first-time application of IFRS 9 “Financial Instruments”, the Group opted to recognize changes in value of non-consolidated interests in the income statement. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 245 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 EQUITY INVESTMENTS IN ASSOCIATES AND JOINT VENTURES: Equity investments in associates and joint ventures correspond respectively to investments by the Group in the following companies: December 31, 2021 December 31, 2020 2021 % interest 2020 % interest In thousands of euros HBPO – SHB Automotive Modules 33.34% 49.95% 49.98% 40.00% 33.34% 49.95% 49.98% - 16,405 184,138 7,263 15,088 151,668 13,416 - JV Yanfeng Plastic Omnium and its subsidiaries – joint venture BPO AS – joint venture EKPO Fuel Cell Technologies(1) 96,471 304,277 136 TOTAL INVESTMENTS IN ASSOCIATES AND JOINT VENTURES Other non-consolidated equity investments TOTAL NON-CONSOLIDATED EQUITY INVESTMENTS 180,172 170 136 170 TOTAL INVESTMENTS CONSOLIDATED BY THE EQUITY METHOD AND NON-CONSOLIDATED EQUITY INSTRUMENTS 304,413 180,342 (1) See Note 2.2.2.1 “Company acquisition and equity investment in the German Group ElringKlinger AG” in the “Other significant events of the period” and Note 4.4 “Share of profit (loss) of associates and joint ventures”. Investments in these entities include goodwill by segment for the following amounts: In thousands of euros December 31, 2021 39,131 December 31, 2020 21,080 Goodwill in associates and joint ventures – Industries segment(1) Goodwill in associates and joint ventures – Modules segment TOTAL GOODWILL IN ASSOCIATES AND JOINT VENTURES 3,858 4,257 42,989 25,337 (1) The change over the period corresponds mainly to the recognition of the provisional goodwill on EKPO Fuel Cell Technologies for €16,909 thousand. See Note 2.2.2.1.2 in “Significant events of the period”. ● In view of the individual contribution of less than 10% of joint ventures and associates to the Group’s main financial indicators, the summary balance sheet and income statement aggregates presented below include: the Samlip associate of HBPO; the BPO joint-venture; and ● ● the associate EKPO Fuel Cell Technologies. ● the joint venture YFPO and its subsidiaries after elimination of internal transactions; In thousands of euros Non-current assets Current assets December 31, 2021 614,684 December 31, 2020 388,991 1,512,819 2,127,503 566,919 1,163,324 1,552,315 275,321 TOTAL ASSETS Shareholders’ equity Non-current liabilities Current liabilities 141,601 96,952 1,418,984 2,127,503 1,798,114 1,180,042 1,552,315 1,509,849 TOTAL EQUITY AND LIABILITIES Revenue 246 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 ● The Group’s investments in the “FMEA 2” fund as part of the support of the Automotive Division sub-contractors and in shell companies. 5.1.6 Non-current financial assets The financial assets recognized under this item correspond to long-term investments in equities and funds as well as other assets such as deposits and surety bonds grouped as follows: In the context of the application of IFRS 9 “Financial Instruments”, the Group opted to recognize changes in the value of listed shares in non-recyclable profit and loss and changes in investments funds in the income statement. 5.1.6.1 LONG-TERM INVESTMENTS IN EQUITIES AND FUNDS ● Investments in listed companies, funds or equivalents and investments in securities of listed companies, including funds invested in the “Aster” and et “AP Ventures” venture capital companies; December 31, 2021 Non- December 31, 2020 Non- Subscribed amounts called-up amounts Subscribed amounts called-up amounts In thousands of euros Net 97 Net 437 Financial investments in the FMEA 2 fund(1) (2) Financial investments in listed securities(1) (3) Financial investments in the venture capital AP Ventures(1) (4) Investment in the venture capital company Aster(1) (5) Other(1) 4,000 57,687 26,488 20,000 - (3,903) 4,000 (3,563) - (16,690) (9,682) - 57,687 9,798 10,318 173 - 26,896 20,000 - - (22,986) (16,214) - - 3,910 3,786 176 LONG-TERM INVESTMENTS IN EQUITIES AND FUNDS 78,071 8,309 (1) Financial investments in the FMEA 2 fund and investments in shares in listed companies are listed under long-term financial receivables in Note 5.2.6.7 “Reconciliation of gross and net financial debt”. (2) The net value of FMEA 2 at each end of the period corresponds to the fair value of the Group’s investments in the fund. Uncalled amounts include distributions of income as well as fair value adjustments. (3) During the period, the Group invested in listed securities (see Statement of Cash-Flows). (4) Total Group investments in AP Ventures, a venture capital fund dedicated to hydrogen, amounted to $11.1 million (equivalent to €9.8 million) as of December 31, 2021 versus $4.8 million at December, 31, 2020. See Note 2.2.3 in “Significant events of the period”. The Group has committed to $30 million over the life of the fund. 5 (5) During the period, the Group paid €1.0 million and did not receive any financial income in return (recognized in the balance sheet over the period of full payment the amount subscribed). 5.1.6.2 OTHER NON-CURRENT FINANCIAL ASSETS In thousands of euros December 31, 2021 December 31, 2020 Loans 1,359 7,992 9,351 1,488 8,265 9,753 Deposits and surety bonds OTHER NON-CURRENT ASSETS AND FINANCIAL RECEIVABLES (SEE NOTE 5.2.6.7) Deposits and surety bonds mainly concern deposits relating to leased offices and receivables sale programs. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 247 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.1.7 Inventories and Inventories in progress In thousands of euros Raw materials and supplies At cost (gross) December 31, 2021 December 31, 2020 202,541 184,728 178,817 160,463 Net realizable value Molds, tooling and engineering At cost (gross) 311,217 306,972 359,196 350,811 Net realizable value Maintenance inventories At cost (gross) 78,835 61,673 74,207 58,234 Net realizable value Goods At cost (gross) 1,771 1,309 1,646 1,209 Net realizable value Semi-finished products At cost (gross) 55,417 51,132 54,466 50,357 Net realizable value Finished products At cost (gross) 34,636 31,865 39,831 35,738 Net realizable value TOTAL NET 637,678 656,812 5.1.8 Current financial receivables December 31, 2021 December 31, 2020 In thousands of euros Carrying amount Carrying amount CURRENT FINANCIAL RECEIVABLES (SEE NOTE 5.2.6.7) of which Finance receivables 3,000 3,000 43 6,340 6,340 301 OTHER CURRENT FINANCIAL ASSETS AND FINANCIAL RECEIVABLES (SEE NOTE 5.2.6.7) of which Other 43 301 TOTAL CURRENT FINANCIAL RECEIVABLES 3,043 6,641 248 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 These non-recourse programs transfer substantially all the risks and rewards of ownership to the buyer of the sold receivables; for these programs, only the non-material dilution risk is not transferred to the buyer. 5.1.9 5.1.9.1 Trade and other receivables SALE OF RECEIVABLES Compagnie Plastic Omnium SE and some of its European and United States subsidiaries have set up several commercial receivables sale programs with French financial institutions. These programs have an average maturity of more than two years. Receivables sold under these programs, which are therefore no longer included in the balance sheet, totaled €351 million at December 31, 2021 versus €327 million at December 31, 2020. 5.1.9.2 TRADE RECEIVABLES – GROSS VALUES, IMPAIRMENT AND CARRYING AMOUNTS December 31, 2021 December 31, 2020 Carrying amount Carrying amount In thousands of euros Gross value Impairment Gross value Impairment TRADE RECEIVABLES 745,954 (11,677) 734,277 824,214 (9,814) 814,400 The Group has not identified any significant non-provisioned customer risk over the two periods (see Note 6.3.1 “Customer risk”). 5.1.9.3 OTHER RECEIVABLES In thousands of euros December 31, 2021 142,733 13,356 December 31, 2020 89,031 Sundry receivables Prepayments to suppliers of tooling and prepaid development costs Income tax receivables(1) 26,529 83,197 94,722 Other tax receivables 103,219 6,777 96,242 Employee advances 3,310 Prepayments to suppliers of non-current assets OTHER RECEIVABLES 5,113 8,473 354,395 318,307 5 (1) Over the period, Compagnie Plastic Omnium SE sold tax receivables (research tax credits in France) to a financial institution in the amount of €12.2 million. See Note 2.2.6 in “Significant events of the period”. 5.1.9.4 TRADE AND OTHER RECEIVABLES BY CURRENCY December 31, 2021 Euro December 31, 2020 Euro In thousands of currency units Local currency 458,834 380,352 966,108 24,546 % 42% 31% 12% 3% Local currency 500,699 393,438 1,120,250 59,970 % 44% 28% 12% 6% EUR Euro 458,834 500,699 USD US dollar 335,822 320,624 CNY Chinese yuan Pound sterling 134,281 139,638 GBP 29,212 66,705 Other TOTAL Of which: ● - 130,523 12% 100% - 105,041 9% 1,088,672 1,132,707 100% Trade receivables Other receivables 734,277 354,395 67% 33% 814,400 318,307 72% 28% ● PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 249 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Sensitivity tests on movements in currencies of “Trade and other receivables” give the following results: Sensitivity tests on receivables at December 31, 2021 Increase all currencies Decrease all currencies Sensitivity tests on receivables at December 31, 2020 Increase all currencies Decrease all currencies Base +10% +20% -10% -20% Base +10% +20% -10% -20% Local Exchange Local currency Exchange rate In thousands of currency units currency rate 1.0000 0.8829 0.1390 1.1901 - % 40% 32% 13% 3% % 38% 33% 13% 3% % 45% 29% 12% 3% % % 42% 29% 13% 6% % 40% 31% 13% 6% % 47% 27% 12% 6% % 50% 25% 11% 5% EUR USD CNY GBP Other Euro 458,834 380,352 966,108 24,546 - 48% 500,699 28% 393,438 11% 1,120,250 1.0000 0.8149 0.1247 1.1123 - US dollar Chinese yuan Pound sterling Other currencies 2% 59,970 - 12% 13% 11% 11% 10% 10% 8% 9% TOTAL IN EUROS Of which: 1,088,672 1,151,675 1,214,661 1,025,704 962,719 1,132,707 1,195,913 1,259,114 1,069,511 1,006,310 ● Trade receivables 734,277 776,670 819,146 691,717 649,241 354,395 375,005 395,515 333,987 313,478 814,400 859,841 905,282 768,960 723,520 318,307 336,072 353,832 300,551 282,790 ● Other receivables Exchange rate sensitivity tests on “Trade and other receivables” and “Trade payables and other operating liabilities by currency” (see Note 5.2.8.3) show a low sensitivity of this item to variations in exchange rates. are assessed according to their probability of future use. For this purpose, estimates were made as part of the closing of the accounts and led to the recognition of assets based on probable use within a relatively short period of time, reflecting a prudent approach given the current economic environment. 5.1.10 Deferred taxes Deferred taxes break down as follows: As noted in Note 1.9 of the accounting rules and principles, deferred tax assets on tax loss carryforwards, temporary differences and tax credits In thousands of euros Intangible assets December 31, 2021 3,815 December 31, 2020 (9,627) Property, plant and equipment Employee benefit obligations Provisions (13,111) 23,228 (12,132) 23,245 42,527 52,773 Financial instruments Tax loss carryforwards and tax credits Other 318 (1,990) 204,971 37,289 187,662 34,228 Impairment of deferred tax assets TOTAL (213,144) 85,893 (189,165) 84,994 Of which: Deferred tax assets Deferred tax liabilities 126,321 40,428 128,471 43,477 250 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Unrecognized tax assets in respect of tax losses amount to €131 million at December 31, 2021 against €110 million at December 31, 2020 and have the following characteristics: In thousands of euros December 31, 2021 110,977 3,683 December 31, 2020 Indefinite tax loss carryforwards 90,263 8,253 3,221 151 Tax loss carryforwards available for more than 5 years Tax loss carryforwards available for up to 5 years Tax loss carryforwards available for up to 4 years Tax loss carryforwards available for up to 3 years Tax loss carryforwards available for less than 3 years TOTAL 6,475 2,700 306 57 6,917 7,575 109,520 131,058 The change over the fiscal year is mainly due to changes in Germany and China. 5.1.11 Cash and cash equivalents 5.1.11.1 GROSS CASH AND CASH EQUIVALENTS In thousands of euros December 31, 2021 865,002 December 31, 2020 827,196 Cash at banks and in hand Short-term deposits 27,634 2,794 TOTAL CASH AND CASH EQUIVALENTS ON THE ASSETS SIDE OF THE BALANCE SHEET 892,636 829,989 Cash and cash equivalents break down as follows: 5 In thousands of euros December 31, 2021 14,088 December 31, 2020 62,926 Cash and cash equivalents of the Group’s captive reinsurance company(1) Cash and cash equivalents in countries with exchange controls(2) Available cash 67,907 44,792 810,641 722,272 TOTAL CASH AND CASH EQUIVALENTS ON THE ASSETS SIDE OF THE BALANCE SHEET 892,636 829,989 (1) During the period, the Group invested in securities of listed companies. See Note 5.1.6.1 “Long-term investments in equities and funds”. (2) “Countries with exchange controls” include Brazil, China, India, Chile, Argentina, South Korea & Malaysia. The different categories of the above table are presented on the balance sheet under current assets in the absence of any general restriction on these amounts. 5.1.11.2 NET CASH AND CASH EQUIVALENTS AT END OF PERIOD In thousands of euros December 31, 2021 892,636 December 31, 2020 829,989 Cash and cash equivalents Short-term bank loans and overdrafts NET CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH-FLOWS (11,264) (12,277) 881,372 817,712 At December 31, 2021: 5.1.12 Statement of cash-flows – Acquisitions and disposals of financial assets, non-controlling interests and related investments ACQUISITIONS OF EQUITY INTERESTS, NON-CONTROLLING INTERESTS AND RELATED INVESTMENTS The amount of -€43.5 million in “Acquisitions of equity investments in subsidiaries and investments leading to a change in control” corresponds to the amounts paid out for the acquisition of a 40% stake in the company EKPO Fuel Cell Technologies and the acquisition of Plastic Omnium New Energies Wels GmbH during the fiscal year. 5.1.12.1 The Group’s financial acquisitions were as follows: The Plastic Omnium Group has undertaken to pay, according to a contractual schedule, an amount of €70 million by September 2024 corresponding to the remaining balance of the purchase price of the shares. See the detail in Note 2.2.2.1.1 “Acquisition price” under “Other significant events of the period”. The total value of the shares acquired therefore amounts to €113.5 million. a – acquisitions of equity investments in consolidated companies, investments leading to a change in control, equity investments in associates and joint ventures and related investments These are recorded under “Financial transactions” in the Statement of Cash-Flows. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 251 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Plastic Omnium New Energies Wels GmbH contributed to €373 thousand of cash included in the opening balance sheet. See the corresponding amount in the Statement of Changes in shareholders’ equity and in Note 5.2.2 “Dividends approved and paid by Compagnie Plastic Omnium SE”. At December 31, 2020: 5.1.13.2 IMPACTS IN THE STATEMENT OF CASH-FLOWS OF DIVIDENDS PAID BY OTHER GROUP COMPANIES The amount of -€0.8 million under “Acquisitions of equity investments in subsidiaries and investments leading to a change in control” The amount of dividends of the other Group companies, voted and approved, amounted to €13,648 thousand as of December 31, 2021 (compared to €23,578 thousand at December 31, 2020) and is shown in the Statement of Changes in Shareholders’ Equity. corresponded to the acquisition during fiscal year 2020 of an 11% equity interest in Hicom for €0.8 million with a cash contribution of €1.4 million. 5.1.13 Impact of dividends paid in the Statement of Cash-Flows The amount of dividends paid by the other Group companies, shown in the Statement of Cash-Flows at December 31, 2021, amounted to €15,744 thousand (compared to €23,069 thousand at December 31, 2020). 5.1.13.1 IMPACT ON THE STATEMENT OF CASH-FLOWS OF DIVIDENDS PAID BY THE COMPAGNIE PLASTIC OMNIUM GROUP During fiscal year 2021, the dividend paid by Compagnie Plastic Omnium SE to shareholders other than Burelle SA amounted to €28,499 thousand (compared to €28,433 thousand in 2020), bringing the total amount of the dividend thus paid by Compagnie Plastic Omnium SE to €71,287 thousand (compared to €71,221 thousand in 2020). The difference in the Statement of Changes in Shareholders’ Equity and the Statement of Cash-Flows in 2021 corresponds to the net change in the dividend approved but not yet paid to the non-controlling interests of a Group subsidiary for an amount of €2.1 million (-€0.5 million during fiscal year 2020). 5.2 Liabilities and shareholders’ equity 5.2.1 Group shareholders’ equity 5.2.1.1 SHARE CAPITAL OF COMPAGNIE PLASTIC OMNIUM SE In euros December 31, 2021 8,913,966 December 31, 2020 Share capital at January 1 of the period Capital reduction during the period 8,913,966 - (86,637) SHARE CAPITAL AT END OF PERIOD, MADE UP OF ORDINARY SHARES WITH A PER VALUE OF €0.06 EACH OVER THE TWO PERIODS 8,827,329 123,685 8,913,966 170,054 Treasury stock TOTAL SHARE CAPITAL NET OF TREASURY STOCK 8,703,644 8,743,912 Shares registered on behalf of the same holder for at least two years have double voting rights. Treasury shares amounted to 2,061,413 shares, i.e. 1.40% of the share capital, compared to 2,834,235 shares, or 1.91% of the share capital at December 31, 2020. Capital structure at December 31, 2021 Capital structure at December 31, 2020 Compagnie Plastic Omnium SE’s share capital was reduced on February 17, 2021 by 1,443,954 shares with a par value of €0.06 compared to December 31, 2020, bringing the total number of shares comprising the share capital to 147,122,153 shares. At December 31, 2020, Compagnie Plastic Omnium’s share capital was made up of shares with a par value of €0.06, bringing the Company’s share capital to €8,913,966.42, with 2,834,235 treasury shares, representing 1.91% of the share capital, compared with 2,388,499 shares, representing 1.61% of the share capital at December 31, 2019. At December 31, 2021, the share capital amounted to €8,827,329.18 comprising 147,122,153 shares with a par value of €0.06 per share. 252 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.1.2 VOTING RIGHTS OF THE MAIN SHAREHOLDER BURELLE SA IN COMPAGNIE PLASTIC OMNIUM SE The 400,000 Plastic Omnium shares acquired by Burelle SA during the first quarter of 2019 hold double voting rights since the end of March 2021, increasing Burelle SA voting rights to 73.28% in 2021 that explains the change of more than +0.5 points over the period. Voting rights of the main shareholder Burelle SA over the reference periods: December 31, 2021 December 31, 2020 Voting rights of Burelle SA 73.28% 72.77% 5.2.1.3 NOTE TO THE STATEMENT OF OTHER COMPREHENSIVE INCOME – NET PROFIT (LOSS) OF THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT COMPAGNIE PLASTIC OMNIUM SE Net profit (loss) of the period: Net other comprehensive income of the period: Net profit of the period attributable to owners of the parent amounted to Net other comprehensive income in the period attributable to owners of the parent amounted to €115,455 thousand at December 31, 2021 compared with -€178,137 thousand at December 31, 2020. €76,076 thousand at December 31, 2021 compared with -€150,466 thousand at December 31, 2020. 5.2.1.4 BREAKDOWN OF “OTHER RESERVES” IN THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Actuarial gains/(losses) relating to defined-benefit plans Cash-flow hedges – currency instruments Cash-flow hedges – interest rate instruments Retained earnings and adjustments other reserves Attributable to owners of the parent Fair value In thousands of euros AT JANUARY 1, 2020 Movements in 2020 AT DECEMBER 31, 2020 (62,220) (2,852) (1,554) 165 (2,107) 2,118 11 28,894 (4,031) 24,863 2,081,762 197,787 2,044,775 193,187 (65,072) (1,389) 2,279,549 2,237,962 1st – time application of IFRIC June 2021 – IAS 19(1) - (65,072) 11,883 - (1,389) 193 - 11 - 24,863 12,532 37,395 3,123 2,282,672 (355,497) 1,927,175 3,123 2,241,085 (331,190) 1,909,895 5 AT JANUARY 1, 2021 Movements in 2021 AT DECEMBER 31, 2021 (301) (290) (53,189) (1,196) (1) See Notes 1.1 “Accounting standards applied”, policy 1.4.2 “Provisions for pensions and similar”, 5.2.4 “Provisions” and 5.2.5 “Provisions for pensions and other post-employment benefits”. 5.2.1.5 BREAKDOWN OF “CHANGES IN THE SCOPE OF CONSOLIDATION AND RESERVES” IN THE “CONSOLIDATED STATEMENT OF CHANGES IN EQUITY” The takeover of HBPO Hicom, fully consolidated as from October 1, 2020, had no impact on the reserves “Attributable to the owners of the parent” but led to the recognition of non-controlling interests Shareholders’ equity Attributable to owners of the parent Attributable to non-controlling interests Total shareholders’ equity In thousands of euros Takeover of HBPO Hicom with consolidation of non-controlling interests CHANGES IN THE SCOPE OF CONSOLIDATION AT DECEMBER 1, 2020 None - - - - 1,157 1,157 1,157 1,157 - - CHANGES IN THE SCOPE OF CONSOLIDATION AT DECEMBER 31, 2021 - - PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 253 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2.2 Dividends approved and paid by Compagnie Plastic Omnium SE December 31, 2021 Number of December 31, 2020 Number of Amounts in thousands of euros Dividends per share in euros Number of shares in units shares in 2020 Dividend shares in 2019 Dividend Dividends per share (in euros) 0.49(1) 0.49(1) Total number of shares outstanding on the dividend payment date Total number of shares outstanding at the end of the previous year Total number of shares held in treasury on the dividend payment date Total number of shares held in treasury at year-end (for information) Dividends on ordinary shares 147,122,153(2) 148,566,107 1,637,740(3) 2,834,235(3) 148,566,107 148,566,107 3,216,987(2) 2,388,499(2) 72,090 (803)(2) 71,287 72,797 (1,576)(2) 71,221 Dividends on treasury stock (unpaid) TOTAL NET DIVIDENDS (1) In 2021, Compagnie Plastic Omnium SE paid a dividend of €0.49 per share on the fiscal year 2020 net profit as well as on the 2019 net profit in 2020. (2) See Notes 2.2.1.1 “Compagnie Plastic Omnium SE capital decrease by cancellation of treasury shares” in the “Other significant events of the period” and 5.2.1.1 “Share capital of Compagnie Plastic Omnium SE”. (3) At December 31, 2021: 2,834,235 treasury shares were taken into account at December 31, 2020 to determine the provisional total dividend. The number of treasury shares at the time of the dividend’s payment during the first-half 2021 amounted to 1,637,740 shares, decreasing the dividends attached to these shares from €1,389 thousand to €803 thousand. At December 31, 2020: 2,388,499 treasury shares were taken into account at December 31, 2019 to determine the provisional total dividend. The number of treasury shares at the time of the dividend’s payment during the first-half 2020 increased to 3,216,987 shares, increasing the dividends attached to these shares from €1,170 thousand to €1,576 thousand. Distribution of a dividend of €0.28 per share in respect of 2021 (total amount of €41,194 thousand corresponding to 147,122,153 outstanding shares before subtracting treasury shares at December 31, 2021) will be proposed to the Combined Shareholders’ Meeting on April 21, 2022. Plan of April 23, 2021 5.2.3 Share-based payments STOCK OPTIONS PLAN 2020 and 2021: no new stock option plans were introduced in the 2020 and 2021 fiscal years. A performance share grant was awarded by the Board of Directors of February 17, 2021, to executive corporate officers of Compagnie Plastic Omnium (two beneficiaries), with a four-year vesting period ending on April 23, 2025. FREE SHARE AWARD PLAN Plan of May 2, 2019 The main assumptions used for the valuation of the plans using the principles of IFRS 2 are provided in the following tables: A performance share grant (valued using IFRS 2 accounting principles) was awarded by the Board of Directors of February 19, 2019 to employees and executive corporate officers of Compagnie Plastic Omnium, related companies, or groups linked to Compagnie Plastic Omnium, subject to performance conditions and with a four-year vesting period. ● The overall cost of the plan was valued at the time of its implementation for the December 31, 2021 financial statements. The overall expense amounts to €1,286,516, amortized on a straight-line basis over the four-year vesting period, of which €222,632 at December 31, 2021 (for an annual expense of €321,629). ● The performance share plan is subject to a 20% social security Plan of December 11, 2020 contribution for the employer, as a French subsidiary. This contribution is due the month following the date of vesting by the beneficiary, i.e. in May 2025. It is subject to a provision for expenses, calculated on the nominal value of the shares according to the market price at the award date, spread over the term of the plan, i.e. four years. As of December 31, 2021, the provision for expenses in this regard, amounted to €45 thousand. A performance share grant was awarded by the Board of Directors of December 11, 2020, with retroactive effect from April 30, 2020, to employees and executive corporate officers of Compagnie Plastic Omnium, related companies, or groups linked to Compagnie Plastic Omnium, subject to performance conditions and with a four-year vesting period ending on April 30, 2024. 254 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 OUTSTANDING OPTIONS AT THE END OF THE FISCAL YEAR AND EXPENSE FOR THE PERIOD OF OPTION PLANS The vesting period of each plan is four years. Options outstanding at December 31, 2021 Increases Decreases Of which, options exercisable at December 31, Options outstanding at January 1, Options granted Options forfeited Options exercised Outstanding options Stock options Revalu- ations/ during the during the during the Cost for In euros In units for the number of options 2021 adjustments fiscal year fiscal year fiscal year the period Total 2021 AUGUST 6, 2015 PLAN Number of options Share price at the grant date Exercise price 887,040 26.33 24.72 7 years - (9,000) (286,200) 591,840 26.33 24.72 7 years - 591,840 Term Unrecognized cost at period-end Remaining life 1.6 year 0.6 year Options outstanding at December 31, 2021 Increases Decreases Of which, options exercisable at December 31, Options outstanding at January 1, Options granted Options forfeited Options exercised Outstanding options Stock options Revalu- ations/ during the during the during the Cost for In euros In units for the number of options 2021 adjustments fiscal year fiscal year fiscal year the period Total 2021 MARCH 10, 2017 PLAN Number of options Share price at the grant date Exercise price 363,500 (61,000) 302,500 33.71 32.84 7 years - None 5 33.71 32.84 7 years - Term Unrecognized cost at period-end Remaining life 3.2 years 2.2 years Options outstanding at December 31, 2021 Increases Decreases Of which, options exercisable at December 31, Options outstanding at January 1, Options granted Options forfeited Options exercised Outstanding options Performance share plan In euros Revalu- ations/ during the during the during the Cost for In units for the number of options 2021 adjustments fiscal year fiscal year fiscal year the period Total 2021 MAY 2, 2019 PLAN Number of shares allocated to the plan 400,000 (44,487)(2) 23,690 (34,560) (1,000) (1,000) 319,953 None Number of shares after application of the real abandons for the valuation of the fiscal year expenses(1) 233,000 26.65 (34,560)(3) 221,130 26.65 Share price at the grant date Average share value Term 23 23.00 4 years 3,126,083 2.3 years 4 years Unrecognized cost at period-end Remaining life (1,157,743) 1,968,340 1.3 year (1) Used to determine “Diluted earnings per share”. (2) The adjustments correspond to the transfer of 9,447 shares to the Performance share plan of April 23, 2021 and 35,040 shares. canceled as part of the capital reduction of February 25, 2021. See Note 2.2.1.1 in “Significant events of the period”. (3) The 34,560 shares forfeited, were also canceled as part of the capital reduction of February 25, 2021. See Note 2.2.1.1 in “Significant events of the period”. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 255 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Options outstanding at December 31, 2021 Increases Decreases Of which, options exercisable at December 31, Options outstanding at January 1, Options granted Options forfeited Options exercised Outstanding options Performance share plan In euros Revalu- ations/ during the during the during the Cost for the In units for the number of options 2021 adjustments fiscal year fiscal year fiscal year period Total 2021 DECEMBER 11, 2020 PLAN(1) Number of shares 228,373 228,373 None Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees(2) 188,113 17.36 188,113 17.36 Share price at the grant date Average share value Term 15 15.00 4 years 2,351,412 3.3 years 4 years Unrecognized cost at period-end Remaining life (705,424) 1,645,988 2.3 years (1) The December 11, 2020 plan has retroactive effect from April 30, 2020. (2) Used to determine “Diluted earnings per share”. Options outstanding at December 31, 2021 Increases Decreases Of which, options exercisable at December 31, Options outstanding at January 1, Options granted Options forfeited Options exercised Outstanding options Performance share plan In euros Revalu- ations/ during the during the during the Cost for In units for the number of options 2021 adjustments fiscal year fiscal year fiscal year the period Total 2021 APRIL 23, 2021 PLAN Number of shares 45,947 45,947 None Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees(1) 45,947 29.88 45,947 29.88 Share price at the grant date Average share value 27.92 27.92 Term 4 years 4 years Unrecognized cost at period-end Remaining life 1,286,516 4 years (222,632) 1,063,884 3.3 years IN EUROS TOTAL EXPENSE FOR THE FISCAL YEAR (2,085,799) (1) Used to determine “Diluted earnings per share”. 256 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.4 Provisions 1st – time application of IFRIC Changes in scope of Actuarialconsolidation Releases of surplus provisions Dec. 31, 2020 June 2021 January 1, 2021 Allocations Utilizations gains/ (losses) (derecog- Translation nition) adjustment Dec. 31, 2021 Reclassifi- cations In thousands of euros Customer warranties Reorganization plans(2) – IAS 19(1) 28,713 48,266 - - 28,713 48,266 21,719 3,520 (13,118) (27,219) (7,331) - (709) - - - - - 258 12 29,532 24,579 Provisions for taxes and tax risks 954 - - 954 4,049 (387) - (43) (99) - - - - 83 4,656 Contract risks 22,262 22,262 14,008 (8,908) (4,958) 237 22,542 Provisions for claims and litigation 11,269 7,348 - - - 11,269 7,348 1,222 1,617 (1,692) (2,125) (639) (193) - (131) (982) - - - - - - 70 (2) 10,230 6,514 Other PROVISIONS 118,814 118,814 46,135 (53,449) (13,121) 658 98,055 Provisions for pensions and other post-employment benefits 100,331 (3,466)(1) 96,865 11,433 (10,025) - - (13,361)(3) 4 1,636 86,552 TOTAL 219,145 (3,466) 215,679 57,568 (63,474) (13,121) (982) (13,361) 4 2,294 184,607 (1) See Notes 1.1 “Accounting standards applied”, 1.4.2 “Provisions for pensions and similar” and 5.2.5 “Provisions for pensions and other post-employment benefits”. (2) The utilizations of reorganizations provisions mainly concern significant restructuring occured in Germany and Belgium from the “Industries” segment. (3) The decrease in the actuarial difference during the period is mainly explained by the increase in the discount rate in the two main regions i.e. Europe (up from 0.35% to 0.90%) and the United States (up from 2.46% to 2.73%). Releases of surplus provisions Dec. 31, 2019 Reclas- sifications Actuarial gains/(losses) Translation adjustment Dec. 31, 2020 5 In thousands of euros Customer warranties Reorganization plans(1) Provisions for taxes and tax risks Contract risks Allocations 11,662 26,827 224 Utilizations (8,806) (8,875) (74) 33,974 31,015 804 (7,670) (310) - 42 (338) - - - - - - - - (489) (53) 28,713 48,266 954 - 20,113 7,964 16,267 4,881 (9,919) (1,157) (1,265) (30,096) (4,176) (122) (237) (12,515) 127 427 (384) (126) (150) (724) (203) (1,619) 22,262 11,269 7,348 Provisions for claims and litigation(2) Other 6,460 2,976 PROVISIONS 100,332 62,837 118,814 Provisions for pensions and other post-employment benefits 107,670 (2,153) (5,774) - - 3,659(3) (3,071) 100,331 TOTAL 208,002 60,684 (35,870) (12,515) (126) 3,659 (4,690) 219,145 (1) Provisions for reorganization relate primarily to significant restructuring in the “Industries” segment in Germany and Belgium. (2) The increase during the period corresponds to operating disputes unrelated to the Covid-19 crisis and to labor disputes. (3) The increase in the actuarial difference during the period is mainly explained by the decrease in the discount rate in the two main regions i.e. Europe (down from 0.75% to 0.60%) and the United States (down from 3.20% to 3.11%) over the period. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 257 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 The net impact of these two changes is an increase in actuarial debt of €2.7 million. 5.2.5 Provisions for pensions and other post-employment benefits Plans for the payment of healthcare costs mainly concern the North America region (United States). Post-employment benefits The generic term “post-employment benefits” covers both pension and other employee benefits. Other long-term employee benefits Other long-term employee benefits cover long-service awards and other service awards within the Group. Provisions for pensions Provisions for pensions mainly concern: Post-employment benefit plans are subject to the regulations applicable in each country. The benefits recognized in the financial statements are therefore not a function of the number of employees by region. ● end of career benefits; ● supplementary pension plans; and ● healthcare coverage plans. The regions identified and presented are those for which the regulations are consistent, allowing data to be aggregated. Where no such aggregation is possible, no reference actuarial rate is given, as a mismatch in the parameters does not enable an average to be calculated. Similarly, sensitivity tests are carried out on significant, homogeneous data and by region. In France, social benefits relate to supplementary pension plans only for executive corporate officers and end-of-career benefits (“IFC”). Supplementary pension plans, when they related to the other geographical regions, concern all employees. A supplementary defined-benefit pension plan with certain rights was set up within Plastic Omnium Gestion in December 2021, with retroactive effect from January 1, 2020. Under this new plan, pension rights are not conditional on the completion of the participants’ careers in the Group. The beneficiaries are all corporate officers and employees of Plastic Omnium Gestion whose employment corresponds to coefficient 940 of the National Collective Agreement for the Plastics Industry from the implementation of this new plan until the valuation date, subject to having completed a minimum of three years’ service with the companies offering the scheme and being under 60 years of age on January 1, 2020. 5.2.5.1 ACTUARIAL ASSUMPTIONS The increase in discount rates in 2021 led the Group to revalue its employee-related commitments for the Euro zone and the United States. The rates used at December 31, 2021 were respectively: ● 0.90% for the Euro zone (0.35% at December 31, 2020); ● 2.73% for the United States (2.46% at December 31, 2020). The main significant actuarial assumptions used to value post-retirement and long-term benefits are the following: The implementation of this new plan was accompanied by a modification of the existing plan so that the sum of these two pensions cannot exceed 10% of the reference compensation at the time of retirement. December 31, 2021 December 31, 2020 France United States France United States Managers and non-managers Managers and non-managers Minimum age for receiving a full pension Age from which no reduction applies Annual discount rate – post-employment benefits Annual discount rate – long-service awards Inflation rate 60-62 years 65-67 years 0.90% 65 years 2.73% 60-62 years 65-67 years 0.35% 65 years 2.46% 0.60% 0.25% 1.70% 2.00% 3.50% 1.70% 2.00% 3.50% Rate of future salary increases 2.70% 2.70% Rate of increase in healthcare costs For those under 65 years old 7.25% 4.75% 2.73% 8.00% 5.50% 2.46% For those over 65 years old Expected long-term rate of return on pension plan assets 0.90% 0.35% Annual discount rate of post-employment benefits Average rate of future salary increases The Group uses, as a reference, the rate of bonds issued by good quality (AA) commercial and industrial companies and with maturity equal to the length of the commitment being valued. The average rates of future salary increases are weighted between “managers” and “non-managers” and the age of employees. Expected long-term rate of return on pension plan assets Inflation rates These rates are based on long-term market forecasts and take account of each plan’s asset allocation. In France, benefits are linked to inflation rates. The impact of inflation rates is not material in the United States. For other foreign subsidiaries, rate differentials are determined based on local conditions. 258 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.5.2 CHANGES IN BALANCE SHEET COMMITMENTS AND BENEFIT COSTS CORRESPONDING TO DEFINED-BENEFIT PLANS The balance sheet amounts for these benefits are as follows: Post-employment benefit plans Other long-term benefits Total Dec. 31, Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2021 Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2021 Dec. 31, 2020 Dec. 31, 2019 In thousands of euros 2021 176,400 (3,466) 172,934 7,066 Projected benefit obligation at December 31 1st – time application of IFRIC June 2021 – IAS 19(1) Projected benefit obligation at January 1 Service cost 172,547 - 154,484 - 3,768 - 3,691 3,233 180,168 (3,466) 176,702 7,419 176,238 - 157,717 - - - 172,547 6,857 2,980 (2,409) 9,835 (1,042) (786) 154,484 8,055 4,016 (14,160) 21,839 58 3,768 353 19 3,691 3,233 176,238 7,142 2,995 (2,409) 9,835 (1,200) (781) 157,717 8,327 4,082 (14,160) 22,272 129 285 272 Interest cost 2,838 15 66 2,857 Curtailments, settlements and other Actuarial gains and losses (862) (281) 196 147 (27) (331) 49 - - (1,143) (6,625) (691) (6,821) (838) - 433 Of which, experience adjustments Benefits paid from plan assets Benefits paid by the Company Translation adjustment (158) 71 (1,553) (2,402) 6,513 (1,685) (1,501) 1,499 172,547 18,063 52,533 1,787 7,727 6,740 (845) 5 5 (1,580) (2,733) 6,562 (1,680) (1,828) 1,508 176,238 18,521 52,533 1,787 7,727 6,740 (845) (4,792) (7,832) 176,400 3,853 68,568 1,546 11,711 5,966 (3,355) - (180) (327) (4,972) (7,880) 180,168 3,930 68,568 1,546 11,711 6,175 (3,355) - (48) 9 Projected benefit obligation at December 31 Change in projected benefit obligation Fair value of plan assets at January 1 Return on plan assets 177,713 1,313 3,746 (22) 209 - 3,768 3,691 181,459 1,291 77 458 79,628 1,568 - - - - - - - - - - 79,837 1,568 - Employee and employer contributions Actuarial gains and losses 3,406 - - 3,406 6,735 - 209 6,735 Benefit payments funded by plan assets Reclassifications (1,565) 209 - - - (1,565) - - (209) - - 5 Translation adjustment 4,926 (4,808) 79,628 11,060 624 - 4,926 (4,808) 79,837 11,269 624 Fair value of plan assets at December 31 Change in fair value of plan assets 94,907 15,279 68,568 16,035 - 209 209 94,907 15,070 68,568 16,035 (209) EXCESS OF PROJECTED BENEFIT OBLIGATION OVER PLAN ASSETS = NET PROVISION RECORDED IN THE BALANCE SHEET 82,806 45,305 7,368 96,772 47,473 10,651 25,458 13,190 103,979 48,064 12,069 31,257 12,589 3,746 2,433 462 3,559 2,252 747 560 - 3,691 2,270 750 670 - 86,552 47,738 7,830 100,331 49,725 11,398 26,018 13,190 107,670 50,334 12,819 31,927 12,589 of which France of which Europe excluding France of which United States of which other regions 15,711 14,422 732 16,443 14,541 119 (1) See Notes 1.1 “Accounting standards applied”, 1.4.2 “Provisions for pensions and other post-employment benefits” and 5.2.4 “Provisions”. The present value of partially hedged commitments amounted to €122,782 thousand at December 31, 2021, including €18,682 thousand for French plans and €83,737 thousand for the United States. At December 31, 2020, it amounted to €121,220 thousand, including €17,351 thousand for France and €81,166 thousand for the United States. In 2020 The increase in the value of commitments was linked to the fall in discount rates in the two regions of Europe and the United States. As of December 31, 2020, the Group had reviewed the valuation methods of one of the Belgian plans, including in the pension plan only the residual obligation of the employer and excluding that of the insurer. However, this plan retains its nature as a “defined-contribution” plan treated as a “defined-benefit” plan because of the underlying guarantee on the returns on the contributions paid. The change in the valuation method had an impact of -Є1.6 thousand on the total Belgian obligation, recognized in actuarial gains and losses under “Other income items”. In 2021 The decrease in the value of commitments is due to the increase in discount rates in the two regions of Europe and United States. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 259 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2.5.3 ANALYSIS OF NET OBLIGATIONS BY REGION Details of net obligations by region are presented in the table below: December 31, 2021 Europe excluding United States In thousands of euros France France Other France Other Post-employment benefit plan Indemnity payable on retirement Supplementary pension plans Healthcare plans 42,703 2,602 2,764 4,604 - 12,115 3,595 15,711 732 14,214 - 44,557 2,916 2,188 8,463 - 21,349 4,109 25,458 560 13,042 - 208 148 Total post-employment benefit obligations Other long-term benefits 45,305 2,433 2,433 7,368 462 14,422 119 47,473 2,252 2,252 10,651 747 13,190 - Total Other post-employment benefit obligations 462 732 119 747 560 - NET OBLIGATIONS RECOGNIZED IN THE BALANCE SHEET 47,738 7,830 16,443 14,541 49,725 11,398 26,018 13,190 December 31, 2021 December 31, 2020 France 12 United States 19 France 13 United States 19 Average maturity of obligations (in years) (in thousands of euros) Amount of obligations of which: 58,657 83,737 59,292 81,169 Retirement obligations Vested deferred obligations Active obligations - - 15,458 21,269 47,010 - - 10,599 16,328 54,242 58,657 59,292 5.2.5.4 SENSITIVITY TESTS ON RETIREMENT OBLIGATIONS The retirement obligation sensitivity tests on the main external variable, the discount rate, in 2021 and in 2020 show the following impacts: December 31, 2021 Increase December 31, 2020 Increase Decrease -0,25% Decrease -0,25% +0,25% +0,25% In thousands of euros Basis Amount % Amount % Basis Amount % Amount % France Effect on service cost and interest cost Effect on projected benefit obligation United States 7,371 6,448 -12.53% -2.65% 6,689 -9.26% 3,604 3,541 -1.75% -3.19% 3,505 -2.77% 2.36% 57,172 55,658 58,750 2.76% 57,049 55,231 58,399 Effect on service cost and interest cost Effect on projected benefit obligation 1,926 1,998 3.74% -4.52% 1,843 -4.30% 2,346 2,421 3.21% -4.54% 2,258 -3.76% 4.76% 83,470 79,699 87,430 4.74% 81,009 77,334 84,867 260 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.5.5 CHANGES IN NET BALANCE SHEET BENEFIT POSITIONS Changes in net balance sheet positions related to the full range of benefits are as follows: Post-employment benefit plans Other long-term benefits Total December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, In thousands of euros 2021 96,772 (3,466) 93,306 2020 103,979 - 2019 101,950 - 2021 3,559 - 2020 3,691 - 2019 3,234 - 2021 100,331 (3,466) 96,865 2020 107,669 - 2019 105,184 - Net projected benefit obligation at December 31 1st – time application of IFRIC June 2021 – IAS 19(1) Net projected benefit obligation at January 1 Expense/income for the year 103,979 101,950 3,559 3,691 3,234 107,669 105,184 Service cost 7,066 (862) 6,857 (2,409) (4,792) 2,569 8,055 (14,160) (1,500) (840) 353 (281) (331) (27) - 285 272 7,419 (1,143)(1) (2,733) (15) 7,142 (2,409) (4,972) 2,574 8,327 (14,160) (1,828) (835) Curtailments, settlements and other Benefits paid by the Company - - (2,402) 12 (180) (328) Benefit payments funded by assets Employee and employer contributions 5 - 5 - (3,406) (11,711) (2) (3,406) (11,711) (2) NET NON-RECURRING POST-EMPLOYMENT BENEFIT PLAN COSTS RECORDED IN OPERATING EXPENSES 408 2,838 (9,486) 2,980 (8,447) 4,016 (286) 110 15 - (51) 66 - 122 2,857 (9,376) 2,995 (8,498) 4,082 Interest cost 19 - Expected return on plan assets (1,568) (1,546) (1,787) (1,568) (1,546) (1,787) INTEREST COSTS OF POST-EMPLOYMENT BENEFIT OBLIGATIONS(2) 1,270 1,434 2,229 19 15 66 1,289(1) 1,449 2,295 Balance sheet impact Pension plan asset contribution Reclassification - (209) - - (7,727) - - 209 196 49 - - - - - - - - (7,727) - Actuarial gains and losses Translation adjustment BALANCE SHEET IMPACT (13,556) 1,587 3,868 (3,023) 845 15,099 875 (209) (48) (257) 433 9 (13,360) 1,636 (11,724) 3,659 (3,071) 588 15,532 884 5 (12,178) 8,247 454 442 8,689 NET PROJECTED BENEFIT OBLIGATION AT DECEMBER 31 82,806 96,772 103,979 3,746 3,559 3,691 86,552 100,331 107,670 (1) See Notes 1.1 “Accounting standards applied”, 1.4.2 “Provisions for pensions and other post-employment benefits” and 5.2.4 “Provisions”. (2) See “Interest on post-employment benefit obligations” in Note 4.7 on ‘‘Net Financial Income (expense)”. 5.2.5.6 HEALTHCARE COST SENSITIVITY TESTS IN THE UNITED STATES The following table shows the impact of a 1-point change in the rate of increase of healthcare costs in the United States: December 31, 2021 December 31, 2020 In thousands of euros Increase Decrease Increase Decrease Effect on provisions for post-employment benefit obligations 506 (614) 597 (758) 5.2.5.7 BREAKDOWN OF PLAN ASSETS BY CATEGORY The plan assets at fair value break down by category as follows: In thousands of euros Equities December 31, 2021 December 31, 2020 36,812 53,011 24,219 919 Bonds 22,558 Real estate Other 5,128 16,758 94,907 15,339 TOTAL 79,837 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 261 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 ● ● 5.2.5.8 CONTRIBUTIONS PAID IN RESPECT OF DEFINED-CONTRIBUTION PLANS private placement notes, bonds; Contributions paid in respect of defined contribution plans amounted to €10,195.8 thousand in 2021 compared with €10,196.7 thousand in 2020. ● minus loans, negotiable debt securities and other long-term financial assets; ● ● ● plus short-term loans; 5.2.6 5.2.6.1 Current and non-current borrowings DEFINITION OF DEBT WITHIN THE GROUP plus overdraft facilities; and minus cash and cash equivalents. Net debt is an important notion for the day-to-day management of Plastic Omnium’s treasury cash. It is used to determine the Group’s debit or credit position in relation to third parties and outside of the operating cycle. Net debt is determined as: 5.2.6.2 At December 31, 2021 The main terms of the bonds and private placements as at December 31, 2021 are summarized in the following table: BORROWINGS: PRIVATE PLACEMENT NOTES AND BONDS ● long-term borrowings: ● drawdowns on traditional lines of credit, Schuldscheindarlehen private placement of June 16, 2016 Private placement bond issue of June 26, 2017 Schuldscheindarlehen private placement of December 21, 2018 December 31, 2021 Issue – Fixed rate (in euros) Interest rate/annual coupon 300,000,000 500,000,000 1.250% 300,000,000 1.632% 1.478% International (Asian, German, Dutch, Swiss, Luxembourg, Belgian) and French investors International (German, Chinese, Belgian, Swiss, Austrian) and French investors Investors Maturity European investors No covenant or rating obligations June 26, 2024 June 17, 2023 December 21, 2025 5.2.6.3 BANK LOANS 5.2.6.4. SHORT-TERM BORROWINGS: ISSUANCE OF “NEGOTIABLE EUROPEAN COMMERCIAL PAPER” (NEU-CP) The Group has not made any new drawdowns in fiscal year 2021 compared to December 31, 2020. The Group increased its issuance of Negotiable European Commercial Paper (Neu-CP) over fiscal year 2021. See Note 2.2.7.1 in “Other significant events of the period”. The characteristics are presented in the table below: December 31, 2021 Neu-CP during the period Issuance (in euros) 322,500,000 European investors Less than 1 year Investors Maturity 5.2.6.5 REFORM OF INTERBANK RATES – DISAPPEARANCE OF LIBOR SINCE DECEMBER 31, 2021 At December 31, 2021, the Group has no positions or bank line drawdowns based on LIBOR. Its lines of credit are on contracts based on alternative rates without any exposure linked to the disappearance of LIBOR. The London Interbank Offered Rate (LIBOR), the benchmark interest rate used to calculate the average rate at which banks grant short-term loans to each other, ended on December 31, 2021. It has been removed from the international monetary system. 262 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.6.6 CONFIRMED MEDIUM-TERM CREDIT LINES During fiscal year 2021, the Group benefited from several confirmed bank credit lines whose amount exceeds the Group’s needs. At December 31, 2021, these confirmed bank lines of credit amounted to €1,930 million, nearly all of which was undrawn, compared with €1,960 million at December 31, 2020. The average maturity is four years at December 31, 2021 compared to five years at December December 31, 2020. 5.2.6.7 RECONCILIATION OF GROSS AND NET FINANCIAL DEBT December 31, 2021 Current December 31, 2020 Current Non-current portion Non-current portion In thousands of euros Finance lease liabilities(1) Bonds and bank loans Total portion 48,750 422,179 148 Total portion 48,330 300,830 148 (2) 214,730 1,539,381 299,257 501,177 302,069 322,500 114,377 1,754,111 165,980 1,117,202 299,109 497,939 299,664 - 222,013 1,434,828 299,120 500,375 301,843 200,500 132,990 1,656,841 173,683 1,133,998 298,972 497,137 299,438 - of which the 2018 Schuldscheindarlehen private placement of which the bond issue in 2017 3,238 3,238 of which the 2016 Schuldschein private placement of which Neu-CP(3) of which bank lines of credit(4) 2,405 2,405 322,500 93,888 470,929 200,500 94,539 349,160 20,490 38,451 Current and non-current borrowings and other debt (+) 1,283,182 1,307,681 Other current and non-current debt related to the acquisition of a stake in EKPO (+)(5) Hedging instruments – liabilities (+)(6) 70,000 1,434 30,000 1,434 40,000 - 116 - 116 - - - Total borrowings (B) 1,825,545 502,363 1,323,182 1,656,957 349,276 1,307,681 Long-term investments in equity instruments and funds (-)(7) Other financial assets (-) of which non-current financial receivables(8) of which finance receivables(8)(9) Other current financial assets and receivables (-)(9) Hedging instruments – assets (-)(6) (78,071) (12,351) (9,351) (3,000) (43) - (3,000) - (78,071) (9,351) (9,351) - (8,309) (16,093) (9,753) (6,340) (301) - (6,340) - (8,309) (9,753) 5 (9,753) (3,000) (43) (6,340) (301) - - - (91) (91) (7,625) (32,328) (7,625) (14,266) Total financial receivables (C) (90,555) (3,133) (87,422) (18,062) GROSS DEBT (D) = (B) + (C) Cash and cash equivalents (-)(10) 1,734,990 892,636 (11,264) 499,230 892,636 (11,264) 1,235,760 1,624,629 829,989 (12,277) 335,010 829,989 (12,277) 1,289,619 - - Short-term bank loans and overdrafts (+) NET CASH AND CASH EQUIVALENTS AS RECORDED IN THE STATEMENT OF CASH-FLOWS (A)(11) (881,372) 853,618 (881,372) (382,142) (817,712) 806,917 (817,712) (482,702) - NET FINANCIAL DEBT (E) = (D) + (A) 1,235,760 1,289,619 (1) During fiscal year 2021, the change of net debt from lease contracts amounted to -€10.7 million, including +€56.4 million in increases related to new contracts and -€67.2 million related to repayment on active assets contracts versus a change in net debt of +€1.7 million during fiscal year 2020 (+€67.5 million on new contracts and -€69.2 million in repayments on active contracts). (2) At December, 31, 2021, the position includes a total amount of €1,376 thousand (of which €1,218 thousand in non-current and €158 thousand in current) contributed by Plastic Omnium New Energies Wels GmbH in its opening balance sheet. See Note 2.2.2.1.3 in the “Other significant events of the period”. (3) (4) (5) (6) See Note 5.2.6.4 “Short-term borrowings: issuance of “Negotiable European Commercial Paper” (Neu-CP)”. See Notes 2.2.7.1 in “Significant events of the period”, 5.2.6.3 “Bank loans” and 5.2.6.6 “Confirmed medium-term credit lines”. See Note 2.2.2.1.1 “The acquisition price” in “Other significant events of the period”. See Note 5.2.7 “Interest rate and currency hedges”. (7) (8) See Note 5.1.6.1 “Long-term investments in equity instruments and funds”. See Note 5.1.6.2 “Other non-current financial assets”. (9) (10) (11) See Notes 5.1.8 “Current financial receivables” and 5.2.6.3 for the principal amount. See Note 5.1.11.1 “Gross cash and cash equivalents”. See Note 5.1.11.2 “Net cash and cash equivalents at end of period”. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 263 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2.6.8 ANALYSIS OF GROSS FINANCIAL DEBT BY CURRENCY The table below shows the gross financial debt after taking into account the swap transactions that allowed the conversion from euros into foreign currency. As a% of financial debt Euro December 31, 2021 December 31, 2020 58% 29% 7% 48% 39% 7% US dollar Chinese yuan Pound sterling Japanese yen Brazilian real Indian rupee Polish zloty 2% 2% 1% - 1% 1% 1% 1% - 1% Other currencies(1) 1% 1% TOTAL 100% 100% (1) “Other currencies” concerns various currencies, which taken individually account for less than 1% of total financial debt over the two periods. 5.2.6.9 ANALYSIS OF GROSS FINANCIAL DEBT BY TYPE OF INTEREST RATE As a% of financial debt Hedged variable rates Unhedged variable rates Fixed rates December 31, 2021 December 31, 2020 - 27% - 19% 73% 81% TOTAL 100% 100% 5.2.7 Interest rate and currency hedges The Group does not have any interest rate contracts. December 31, 2021 December 31, 2020 In thousands of euros Exchange rate derivatives TOTAL BALANCE SHEET Assets 91 Liabilities (1,434) Assets 7,625 7,625 Liabilities (116) 91 (1,434) (116) 5.2.7.1 CURRENCY HEDGES the effective portion. These amounts recognized in equity are reported in profit or loss when the hedged forecast cash-flows affect income. The Group uses derivatives to hedge its exposure to currency risk. At December 31, 2021, the fair value of the instruments subscribed and thus recognized was -€1,342 thousand, including -€323 thousand recognized in equity. The Group has chosen a hedging policy to cover the highly probable future transactions in its entities’ foreign currencies. Hedging instruments implemented in this respect are forward purchases of foreign currencies. The Group has applied to these instruments the accounting treatment of cash-flow hedges as planned by the applicable IFRS: instruments are measured at fair value and changes in value are recognized in equity for Changes in the fair value of currency hedging instruments are recognized in net financial income. 264 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5.2.7.1.1 Portfolio of currency hedges December 31, 2021 Medium- December 31, 2020 Exchange rate at Dec. 31, 2021 Medium- term exchange rate Exchange rate at Dec. 31, 2020 term exchange rate Notional amount Fair value (in thousands Notional amount Fair value (in thousands (in thousands of euros) of currency units) Currency/ Euro Currency/ Euro (in thousands of euros) of currency units) Currency/ Euro Currency/ Euro Net sell position (net buy position if >0) USD/EUR – Forward exchange contract GBP/EUR – Forward exchange contract USD/EUR – Forward currency swap GBP/EUR – Forward currency swap CHF/EUR – Forward currency swap RUB/EUR – Forward currency swap CNY/EUR – Forward currency swap CNY/USD – Forward currency swap JPY/EUR – Forward currency swap IDR/EUR – Forward currency swap TOTAL (40) (282) (973) +6 (885) (2,973) 1.2004 0.9134 1.1326 0.8403 +91 (8) (1,922) (3,952) 1.1667 0.9050 1.2110 0.8987 1.0851 89.1435 7.9219 6.5945 124.8294 - 1.2271 0.8990 1.2271 0.8990 1.0802 91.4671 8.0225 6.9760 126.4900 - (317,300) (5,000) 1.1375 1.1326 +5,868 +14 (529,300) (30,000) (9,750) 0.8394 0.8403 (21) +5 (2,500) 1.0419 1.0331 (43) (22,000) (390,000) (85,067) 83.9385 7.2475 85.3004 7.1947 +18 (58,100) (438,000) (87,707) (117) +25 +1,232 (42) 6.3960 6.3524 +55 (1,450,000) 129.7406 130.3800 +379 (3,600,000) +0 (16,205,000) 16,300.0000 16,100.4200 (1,342) - - +7,509 5.2.7.1.2. Impact of unsettled foreign exchange hedges on income and equity In thousands of euros December 31, 2021 (8,447) December 31, 2020 5 Impact of change in foreign exchange hedging portfolio on income (ineffective portion)(1) Impact of change in foreign currency hedging portfolio on equity (effective portion) TOTAL 2,893 2,855 5,748 (405) (8,852) (1) See “Gains or losses on interest rate and currency hedges” in Note 4.7 “Net financial income”. 5.2.8. Operating and other liabilities 5.2.8.1 TRADE PAYABLES In thousands of euros Trade payables December 31, 2021 1,190,948 December 31, 2020 1,278,933 Due to suppliers of fixed assets TOTAL 73,478 92,817 1,264,426 1,371,750 5.2.8.2 OTHER OPERATING LIABILITIES In thousands of euros Employee benefits expense Income taxes December 31, 2021 169,061 December 31, 2020 164,095 24,992 17,888 Other taxes 130,824 128,337 Other payables 323,088 328,378 Customer prepayments – Deferred revenues TOTAL 311,674 319,711 959,639 958,409 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 265 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 5.2.8.3 TRADE PAYABLES AND OTHER OPERATING LIABILITIES BY CURRENCY Liabilities at December 31, 2021 Liabilities at December 31, 2020 In thousands of currency units Local currency 1,211,802 605,714 Euro 1,211,802 534,799 105,390 152,851 35,741 % 54% 24% 5% Local currency Euro 1,354,833 485,684 128,644 161,614 25,335 % 58% 21% 6% EUR Euro 1,354,833 595,983 115,655 1,296,548 161,472 USD US dollar GBP Pound sterling Chinese yuan Brazilian real Other currencies 88,557 CNY 1,099,715 225,527 7% 7% BRL 2% 1% Other TOTAL Of which: ● 183,482 2,224,065 8% 174,049 2,330,159 7% 100% 100% Trade payables 1,264,426 959,639 57% 43% 1,371,750 958,409 59% 41% ● Other operating liabilities Sensitivity tests on changes in foreign exchange rates of “ Trade payables and other liabilities ” give the following results: Sensitivity tests on liabilities at December 31, 2021 Sensitivity tests on liabilities at December 31, 2020 Increase – all currencies Decrease – all currencies Increase – all currencies Decrease – all currencies Base + 10% + 20% - 10% - 20% Base + 10% + 20% - 10% - 20% Local Conversion Local Conversion In thousands of currency units currency rate 1.0000 0.8829 1.1901 0.1390 0.1585 % 52% 25% 5% % 50% 26% 5% % 57% 23% 4% % currency rate 1.0000 0.8149 1.1123 0.1247 0.1569 % 56% 22% 6% % 54% 23% 6% % 61% 20% 5% % 63% 18% 5% EUR USD GBP CNY BRL Other Euro 1,211,802 605,714 88,557 60% 1,354,833 US dollar 21% 4% 595,983 115,655 Pound sterling Chinese yuan Brazilian real Other currencies 1,099,715 225,527 7% 8% 6% 6% 1,296,548 7% 8% 7% 6% 2% 2% 2% 1% 8% 161,472 1% 1% 1% 1% 9% 9% 8% 8% 8% 7% 6% TOTAL IN EUROS 2,224,065 2,325,274 2,426,499 2,122,825 2,021,599 2,330,159 2,427,690 2,525,223 2,232,625 2,135,093 Of which: ● Trade payables 1,264,426 1,321,974 1,379,523 1,206,877 1,149,328 1,371,750 1,429,167 1,486,584 1,314,333 1,256,917 ● Other operating liabilities 959,639 1,003,300 1,046,976 915,948 872,271 958,409 998,523 1,038,639 918,292 878,176 Foreign exchange sensitivity tests on “Trade payables and other liabilities” and “Trade and other receivables” (see Note 5.1.9) show an immaterial net sensitivity to exchange rate fluctuations as of December 31, 2021. 266 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 As part of its capital management strategy, the Group compensates its shareholders primarily through the payment of dividends and may make adjustments in line with changes in economic conditions. NOTE 6 CAPITAL MANAGEMENT AND MARKET RISKS Compagnie Plastic Omnium has set up a global cash management system centralized within its subsidiary Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on behalf of all subsidiaries. The market risk strategy, which may take the form of on- and off-balance sheet commitments, is validated quarterly by the Group’s Senior Executives. The capital structure may be adjusted by paying ordinary or special dividends, through share buybacks and cancellation of treasury stock, returning a portion of capital to shareholders or issuing new shares and/or securities giving rights to capital. Gearing The Group uses the gearing ratio, corresponding to the ratio of consolidated net debt to equity, as an indicator of the Group’s leverage. The Group includes in net debt all financial liabilities and commitments, other than operating payables, interest-bearing liabilities, less cash and cash equivalents and other non-operating financial assets, such as marketable securities and loans. 6.1 Capital management The Group’s objective is to have, at all times, sufficient financial resources to enable it to carry out its current business, fund the investments required for its development and also to respond to any exceptional events. This goal is achieved through the use of the capital markets, leading to capital and financial debt management. At December 31, 2021 and December 31, 2020, the gearing ratio was as follows: In thousands of euros Net financial debt(1) December 31, 2021 853,618 December 31, 2020 806,917 Equity (including non-current grants) GEARING RATIO 2,058,254 1,950,069 41.47% 41.38% (1) See Note 5.2.6.7 “Reconciliation of gross and net financial debt”. None of the Group’s bank loans or financial liabilities contains covenants providing for early repayment in the event of non-compliance with financial ratios. As part of its capital management, the liquidity account shows the following positions: 5 ● ● at December 31, 2021: at December 31, 2020: ● ● 139,300 securities (shares), and 12,500 securities (shares), and ● ● €3,004,264 in cash. €6,241,823 in cash. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 267 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 6.2 Commodities risk – Exposure to plastics risk 6.3 Credit risk Plastic Omnium’s business requires the purchase of large quantities of plastic, steel, paint and other raw materials subject to price changes that could have an impact on its operating margin. Credit risk covers customer credit risk and bank counterparty risk. 6.3.1 Customer risk At December 31, 2021, 3.6% of the Group’s trade receivables were past due, versus 3.8% at December 31, 2020. Trade receivables break down as follows: To limit the risks associated with such price fluctuations, the Group has negotiated selling price indexation clauses with most of its automotive customers or, failing that, regularly renegotiates selling prices. AGEING ANALYSIS OF NET RECEIVABLES At December 31, 2021 Total outstanding Due and past Less than 1 month More than 12 months In thousands of euros Industries Not yet due 561,645 136,198 10,158 due 25,427 849 1-6 months 6-12 months 587,072 137,047 10,158 9,107 99 5,657 750 - 8,227 2,435 Modules - - - - Unallocated items TOTAL - - 734,277 708,001 26,276 9,207 6,407 8,227 2,435 At December 31, 2020 Total outstanding Due and past Less than 1 month More than 12 months In thousands of euros Industries Not yet due 602,093 182,668 (1,506) due 30,428 717 1-6 months 6-12 months 632,522 183,384 (1,506) 17,780 275 5,789 442 - 5,643 1,216 Modules - - - - Unallocated items TOTAL - - 814,400 783,255 31,145 18,055 6,231 5,643 1,216 The risk of non-recovery of trade receivables is low and involves only an immaterial amount of receivables more than twelve months past due. 268 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 This objective is mainly achieved by using medium-term lines of credit with banking institutions but also by short-term bank resources. 6.3.2 Bank counterparty risk The Group invests its cash surplus with leading banks and/or in highly-rated securities. The cash position of the Group is monitored daily for each business division and at central level, and a weekly summary report is submitted to the Group’s Senior Executives. 6.4 Liquidity risk 6.4.1 Other long-term financial receivables – carrying amounts and undiscounted values The Group must at all times have sufficient financial resources to finance the current business and the investments required to support its development, but also to withstand any exceptional events. Undiscounted values can be reconciled with the information in the table in Note 6.4.2 on “Liquidity risk by maturity”. None at December 31, 2021. 6.4.2 Liquidity risk by maturity Liquidity risk by maturity is calculated on the basis of the undiscounted contractual cash-flows of financial assets and liabilities. The liquidity risk analysis shows the following: At December 31, 2021 In thousands of euros December 31, 2021 Less than 1 year 1 to 5 years More than 5 years FINANCIAL ASSETS Non-consolidated equity interests Long-term investments in equities and funds Other financial assets Finance receivables(1) Trade receivables(2) 136 78,071 9,351 - 136 - - - - - - - - - - - 78,071 9,351 3,000 3,000 731,842 43 - 734,277 43 2,435 Other current financial assets and financial receivables Hedging instruments - 91 91 - - Cash and cash equivalents TOTAL FINANCIAL ASSETS FINANCIAL LIABILITIES 892,636 1,717,605 892,636 1,627,612 5 89,993 Non-current borrowings(3) 1,358,561 11,264 - 11,264 1,302,370 56,191 Bank overdrafts - - Current borrowings(4) 516,509 516,509 1,434 - - Hedging instruments 1,434 - - - - Trade payables 1,264,426 3,152,194 (1,434,589) 1,264,426 1,793,633 (166,021) TOTAL FINANCIAL LIABILITIES FINANCIAL ASSETS AND FINANCIAL LIABILITIES – NET(5) 1,302,370 (1,212,377) 56,191 (56,191) (1) Undiscounted amounts (see Notes 5.1.8 “Current financial receivables” and 6.4.1 “Other long-term financial receivables”). (2) “Trade receivables” includes €26,275 thousand past due at December 31, 2021 against €31,145 thousand at December 31, 2020. See Note 6.3.1 on “Customer risk”. (3) “Non-current borrowings” includes the amounts reported in the balance sheet and interest payable over the remaining life of the borrowings. (4) “Current borrowings” includes the amounts reported in the balance sheet and interest due within one year. (5) See Note 5.2.6.6 on confirmed medium-term credit lines compared to usage: in 2021 and 2020, the confirmed and unused bank lines amply covered the Group’s cumulative medium-term financing requirements. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 269 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 At December 31, 2020 In thousands of euros December 31, 2020 Less than 1 year 1 to 5 years More than 5 years FINANCIAL ASSETS Non-consolidated equity interests Long-term investments in equities and funds Other financial assets Finance receivables(1) Trade receivables(2) 170 8,309 - - 170 - - - - - - - - - 8,309 9,753 - 9,753 6,340 6,340 813,184 301 - 814,400 301 1,216 Other current financial assets and financial receivables Hedging instruments - 7,625 7,625 829,989 1,657,439 - - Cash and cash equivalents TOTAL FINANCIAL ASSETS FINANCIAL LIABILITIES 829,989 1,676,887 19,448 Non-current borrowings(3) 1,357,663 12,277 - 12,277 1,295,567 62,096 Bank overdrafts - - Current borrowings(4) 371,844 116 371,844 116 - - Hedging instruments - - - - Trade payables 1,371,750 3,113,650 (1,436,763) 1,371,750 1,755,987 (98,548) TOTAL FINANCIAL LIABILITIES FINANCIAL ASSETS AND FINANCIAL LIABILITIES – NET(5) 1,295,567 (1,276,119) 62,096 (62,096) (1) Undiscounted amounts (see Notes 5.1.8 “Current financial receivables” and 6.4.1 “Other long-term financial receivables”). (2) “Trade receivables” includes €31,145 thousand past due at December 31, 2020, against €63,053 thousand at December 31, 2019. See Note 6.3.1 on “Customer risk”. (3) “Non-current borrowings” includes the amounts reported in the balance sheet and interest payable over the remaining life of the borrowings. (4) “Current borrowings” includes the amounts reported in the balance sheet and interest due within one year. (5) See Note 5.2.6.6 on confirmed medium-term credit lines compared to usage: in 2020 and 2019, the confirmed and unused bank lines amply cover the Group’s cumulative medium-term financing requirements. At December 31, 2021 as at December 31, 2020, the Group’s core funding was at fixed rates (see Notes 5.2.6.9 “Analysis of gross financial debt by type of interest rate”). 6.5 Currency risk Plastic Omnium’s business is based for the most part on local plants: by producing locally what is sold locally, the Group has little exposure to currency fluctuations, except for the translation of financial statements of companies whose functional currency is not the euro. Financial transactions, particularly interest rate hedges, are carried out with a broad panel of leading financial institutions. A competitive bidding process is carried out for any significant financial transactions and maintaining a satisfactory diversification of resources and participants is a selection criterion. The Group’s policy is to minimize the currency risk arising from transactions that will result in future payment or future revenue. If a transaction does give rise to a material currency risk, it is hedged with a forward currency contract. The subsidiary involved places this hedge with the Group Treasury Department or, with the latter’s approval, locally. 6.7 Additional information about financial assets and liabilities 6.6 Interest rate risk Most derivatives are traded over-the-counter for which there are no listed prices. Therefore, their valuation is based on models commonly used by traders to value these financial instruments (models for discounting future cash-flows or option valuation models). Interest rate risk relates to the possibility of an increase in variable rates for variable rate debt, which would adversely affect net financial income. Interest rate risk is managed on the basis of the Group’s consolidated debt with the main objective of maintaining a durably low consolidated financing cost in light of the Group’s operating profitability. 270 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Financial assets and liabilities by category and fair value break down as follows: 2021 At fair value Valuations based on listed on an observable Instrument Valuations based on At Through amortized profit or shareholders’ shareholders’ Through Through Total carrying Valued at active market (level 1) market unobservable data market data In thousands of euros Assets cost loss equity equity (CFH)(2) amount cost 136 - (level 2) (level 3) Non-consolidated equity interests - - - - 136 - - 136 - - - - - Long-term investments in equities and funds 78,071 78,071 78,071 Other non-current financial assets 9,351 3,000 - - - - - - - - - 9,351 3,000 - - - - - - - - - - - - Finance receivables Trade receivables 734,277 734,277 Other current financial assets and receivables 43 - 91 - - - - - - 43 91 - - - - - - - 91 - - - Hedging instruments - - Cash and cash equivalents 892,636 892,636 892,636 At fair value Through Valuations based on listed on an observable Instrument Valuations based on At Through Through Total active market (level 1) market unobservable data market data (level 2) amortized profit or shareholders’ shareholders’ carrying Valued at In thousands of euros 5 Liabilities cost 1,323,182 11,264 loss equity equity (CFH) amount 1,323,182 11,264 cost (level 3) Non-current borrowings(1) - - - - - - - - - - - - - - - - - - - - - - - Bank overdrafts - - - Current borrowings Hedging instruments Trade payables 500,929 - - 1,029 - - 405 - 500,929 1,434 - 1,434 - 1,264,426 1,264,426 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 271 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 In 2021, as in 2020, there was no transfer between fair value levels. 2020 At fair value Valuations based on listed on an observable Instrument Valuations based on At Through amortized profit or shareholders’ shareholders’ Through Through active market (level 1) market unobservable data market data Total carrying Valued at In thousands of euros Assets cost loss equity equity (CFH)(2) amount cost 170 - (level 2) (level 3) Non-consolidated equity interests - - - - 170 - - 170 - - - - - Long-term investments in equities and funds 8,309 8,309 8,309 Other non-current financial assets 9,753 6,340 - - - - - - - - - 9,753 6,340 - - - - - - - - - - - - Finance receivables Trade receivables 814,400 814,400 Other current financial assets and receivables 301 - 7,625 - - - - - - 301 7,625 - - - - - - - 7,625 - - - Hedging instruments - - Cash and cash equivalents 829,989 829,989 829,989 At fair value Through Valuations based on listed on an observable Instrument Valuations based on At Through Through active market (level 1) market unobservable data market data (level 2) Total amortized profit or shareholders’ shareholders’ carrying Valued at In thousands of euros Liabilities Non-current borrowings(1) cost 1,307,681 12,277 loss equity equity (CFH)(2) amount 1,307,681 12,277 cost (level 3) - - - - - - - - - - - - - - - - - - - - - - - Bank overdrafts - - - Current borrowings Hedging instruments Trade payables 349,160 - - 2,971 - - (2,855) - 349,160 116 - 116 - 1,371,750 1,371,750 (1) See Note 5.2.6.7 “Reconciliation of gross and net financial debt”. This item includes “Finance lease liabilities” and “Bonds and bank loans”. (2) CFH: “Cash-Flow Hedge”. In 2020, as in 2019, there was no transfer between fair value levels. 272 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 The fair value of financial assets and liabilities at amortized cost was close to the carrying amount, except for borrowings. Balance sheet values at December 31, 2021 Fair value at December 31, 2021 In thousands of euros Total Current Non-current Total Current Non-current Bonds and bank loans(1) 1,539,381 422,179 1,117,202 1,568,187 422,320 1,145,867 Balance sheet values at December 31, 2020 Fair value at December 31, 2020 In thousands of euros Total Current Non-current Total Current Non-current Bonds and bank loans(1) 1,434,828 300,830 1,133,998 1,463,608 300,970 1,162,638 (1) See Note 5.2.6.7 “Reconciliation of gross and net financial debt”. Methods for measuring fair value: (principal and interest) for the remaining duration of the product on the balance sheet date (level 2). The discount rate used in this case is the market rate matching the maturity and products’ characteristics; ● the fair value of listed bonds is determined on the basis of quoted prices (level 1). The fair value of other borrowings is determined for each loan by discounting future cash-flows at a rate corresponding to the Euribor yield curve at year-end, corrected for the Group’s credit risk (level 2); ● ● other financial assets and finance receivables: items consisting mainly of finance receivables recorded on the basis of a discounted value when their maturity is more than one year; ● the fair value of monetary and non-monetary UCITS is measured most of the derivatives are traded over-the-counter, for which there are no listed prices. As a result, their valuation is based on models commonly used by traders to evaluate financial instruments using discounted cash-flow models or option valuation models (level 2). according to their last known net asset value (level 1). The fair value of interest rate products (certificates of deposit, time-deposit accounts, negotiable medium-term notes, etc.) is based on discounted future cash-flows from coupons and coupons excluding accrued interest NOTE 7 ADDITIONAL INFORMATION 7.1 Headcount at end of year of controlled companies 5 December 31, 2021 Excluding December 31, 2020 Excluding temporary Temporary Total 3,270 13.1% 11,666 46.6% 5,568 22.3% 4,514 18.0% 25,018 temporary Temporary Total Changes/Total France 2,858 412 2,850 389 3,239 12.3% 12,788 48.4% 5,939 22.5% 4,453 16.9% 26,419 1% - 9% - 6% 1% % 13.1% 10,375 47.6% 5,173 12.7% 1,291 39.8% 395 12.6% 10,949 48.4% 5,358 10.3% 1,839 48.6% 581 Europe excluding France % North America % 23.8% 3,368 12.2% 1,146 35.3% 3,244 23.7% 3,479 15.4% 974 Asia and South America(1) % 15.5% 21,774 15.4% 22,636 25.7% 3,783 TOTAL - 5% (1) The “Asia and South America” region includes South Africa and Morocco. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 273 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 7.2 7.2.1 Off-balance sheet commitments Commitments granted/received At December 31, 2021 On other non-financial current On intangible assets On property, plant On financial assets In thousands of euros Surety bonds granted(1) Commitments to purchase assets(2) Other off-balance sheet commitments(3) TOTAL COMMITMENTS GIVEN Surety bonds received(4) Total (96,322) (27,609) (5,394) and equipment (1,110) (27,599) (4,013) (32,722) - and liabilities (89,208)(1.bis) assets/liabilities - (6,004) - (10) - (1,381) (90,589) - - (10) - - (129,325) 9,290 (6,004) 9,290 9,290 3,286 TOTAL COMMITMENTS RECEIVED TOTAL COMMITMENTS – NET 9,290 - - - (120,035) (10) (32,722) (90,589) At December 31, 2020 On other non-financial current On intangible assets On property, plant On financial assets In thousands of euros Surety bonds granted(5) Commitments to purchase assets(6) Other off-balance sheet commitments(7) TOTAL COMMITMENTS GIVEN TOTAL COMMITMENTS – NET Total (22,979) (24,894) (8,079) and equipment and liabilities (15,668) - assets/liabilities - (8) - (1,548) (5,763) (24,886) (6,698) - - (1,381) (55,952) (55,952) (8) (8) (33,132) (33,132) (17,049) (17,049) (5,763) (5,763) At December 31, 2021: (1) The surety bonds granted are mainly related to: • €11.4 million from Compagnie Plastic Omnium SE to Société Générale Frankfurt; • €6.0 million on financial assets and liabilities of HBPO Germany GmbH to Deutsche Bank; • €6.0 million in bank guarantees on non-financial current assets/liabilities of Plastic Omnium Auto Exteriors (India) Pvt Ltd to Crédit Agricole CIB. (1.bis) This amount includes the €70 million bank surety bond related to the remaining payable in respect of the acquisition of a 40% stake in EKPO Cell Technologies. See Note 2.2.2.1 in “Significant events of the period”. (2) The commitments to purchase assets are mainly related to: • €15.2 million from Plastic Omnium Auto Inergy (USA) LLC; • €6.8 million from Plastic Omnium Auto Exterieur SA; • €3.7 million from Plastic Omnium Equipamientos Exteriores SA. The other off-balance sheet commitments are mainly: • €2.1 million of credit letter for Plastic Omnium New Energies France; • €1.8 million of credit letter for Plastic Omnium New Energies Herentals. The security bonds received mainly related to: (3) (4) • €9.3 million from Komercni Banka for Plastic Omnium Auto Exteriors SRO. At December 31, 2020: (5) The surety bonds granted are mainly related to: • €8.9 million from Compagnie Plastic Omnium SE to Société Générale Frankfurt; • €6.0 million on financial assets and liabilities of HBPO Germany GmbH to Deutsche Bank; • €5.8 million on other non-financial current assets/liabilities of Plastic Omnium Auto Exteriors (India) Pvt Ltd to Credit Agricole CIB; • €1.1 million in bank guarantees from Plastic Omnium Auto Exteriors Sp ZOO to BNP Paribas. The commitments to purchase assets are mainly related to: • €12.1 million from Plastic Omnium Auto Inergy (USA) LLC; • €6.5 million from Plastic Omnium Auto Exterieur SA; • €3.3 million from Plastic Omnium Equipamientos Exteriores SA. The other off-balance sheet commitments are mainly: (6) (7) • €4.4 million in credit letters for Plastic Omnium Auto Exteriors SRO; • €2.3 million in credit letters for Plastic Omnium Auto Exteriors (India) Pvt Ltd. 274 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Under a bonus share award plan, the Board of Directors’ Meeting on February 17, 2021 granted 45,947 shares to the executive corporate officers of Compagnie Plastic Omnium. See Note 5.2.3 “Share-based payments” on the terms of allocation. 7.3 Related-party transactions 7.3.1 Compensation paid to executives and other corporate officers Executive corporate officers are, in accordance with IAS 24 “Persons with the authority and responsibility for planning, directing and controlling the activities” of Compagnie Plastic Omnium and its subsidiaries. The total amount of compensation paid to members of the Board of Directors and senior executives is presented in the table below: In thousands of euros Paid or payable by… 2021 2020 Directors’ fees Paid by Compagnie Plastic Omnium 145 172 Paid by companies controlled by Compagnie Plastic Omnium (excl. Compagnie Plastic Omnium) and by Burelle SA Directors’ fees 84 3,501 - 284 5,742 124 Gross compensation Supplementary pension plans Payable by the Plastic Omnium Group Payable by the Plastic Omnium Group(1) Payable by the Plastic Omnium Group Cost to be spread over the vesting period 650 393 310 Cost of stock option and share purchase plans and bonus share plan 174 Social contributions related to the new plan of the period(2) 257 136 TOTAL COMPENSATION 4,380 6,632 (1) The Group made no payment over the period related to the supplementary pension plan. (2) These are social contributions over the entire vesting period of each plan rights, i.e. four years. The cost over the period is €45 thousand. 7.3.2 Transactions with Sofiparc SAS, Burelle SA and Burelle Participations SA 5 At December 31, 2021 Proceeds from disposal of property, plant and equipment including Other Operating income and expenses Royalties and Direct and management Financial income and expenses In thousands of euros Investment property Current accounts Trade payables Trade receivables Other receivables Other debtors indirect costs fees (6,311) 565 Deposits Sofiparc SAS Burelle SA - - - - - - - - 1,126 - 1,570 - 6 - - 1,472 11 2 6 289 Burelle Participations SA - 120 - - 5 - - - - - - At December 31, 2020 Proceeds from disposal of property, plant and equipment including Gain on disposal of property, plant and equipment including Investment property Royalties and Direct and management Financial income and expenses In thousands of euros Investment property Current accounts Trade payables Trade receivables Other indirect costs fees (6,148) (139) Deposits receivables Other debtors Sofiparc SAS Burelle SA - 2 - (184) - 8 9 - - 1,254 - 1,955 592 5 - - - 1,583 11 2 Burelle Participations SA - 120 - - 7 - - - - - - PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 275 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 7.4 Fees paid to the Statutory Auditors 2021 In thousands of euros AUDIT SERVICES of which: Mazars EY Total (2,234) (2,307) (4,541) ● Compagnie Plastic Omnium SE (436) (1,798) (175) (436) (1,871) (552) (872) (3,669) (727) ● Subsidiaries FEES OTHER THAN CERTIFICATION OF FINANCIAL STATEMENTS(1) of which: ● Compagnie Plastic Omnium SE (159) (16) (36) (516) (195) (532) ● Subsidiaries TOTAL (2,409) (2,859) (5,268) (1) The “Fees other than certification of financial statements” are related to the review of the consolidated social, environmental and societal information provided in the management report, tax compliance audit, certificates, agreed procedures and due diligence. 2020 In thousands of euros AUDIT SERVICES of which: Mazars EY Total (2,162) (2,225) (4,387) ● Compagnie Plastic Omnium SE (451) (1,711) (189) (451) (1,774) (354) (902) (3,485) (543) ● Subsidiaries FEES OTHER THAN CERTIFICATION OF OF FINANCIAL STATEMENTS(1) of which: ● Compagnie Plastic Omnium SE (183) (6) 0 (354) (183) (360) ● Subsidiaries TOTAL (2,352) (2,579) (4,930) (1) The “Fees other than certification of financial statements” are related to the review of the consolidated social, environmental and societal information provided in the management report, certificates, agreed procedures and due diligence. 7.5 Consolidating entity 7.6 Subsequent events Burelle SA holds 60.20% of Compagnie Plastic Omnium SE after the cancellation of the treasury stock (59.35% before cancellation of treasury stock) and fully consolidates Company Plastic Omnium SE. No event likely to have a material impact on the Group’s business, financial position, earnings or assets and liabilities at December 31, 2021 has occurred since the closing date. Burelle SA – 19 Boulevard Jules Carteret 69342 Lyon Cedex 07 – France 276 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 LIST OF CONSOLIDATED COMPANIES AT DECEMBER 31, 2021 Reportable segment December 31, 2021 Method of Industries Modules Unllocated Consolidation December 31, 2020 Method of Legal name % control % interest Consolidation % control % interest Tax group France COMPAGNIE PLASTIC OMNIUM SE PLASTIC OMNIUM GESTION SNC PLASTIC OMNIUM FINANCE SNC SIGNALISATION FRANCE SA * * * * Parent company Parent company 1 1 1 1 FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 INERGY AUTOMOTIVE SYSTEMS FRANCE SAS * FC 100 100 FC 100 100 1 PLASTIC OMNIUM AUTO EXTERIEUR SERVICES SAS * * * FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 1 1 1 PLASTIC OMNIUM AUTO EXTERIORS SA PLASTIC OMNIUM AUTO INERGY SAS PLASTIC OMNIUM AUTO INERGY MANAGEMENT SAS * * * FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 1 1 1 PLASTIC OMNIUM AUTO EXTERIEUR SAS PLASTIC OMNIUM COMPOSITES SA PLASTIC OMNIUM AUTO INERGY SERVICES SAS * * * * FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 1 1 1 PLASTIC OMNIUM AUTO INERGY FRANCE SAS PLASTIC OMNIUM CLEAN ENERGY SYSTEMS RESEARCH b2021 a2021 5 PLASTIC OMNIUM NEW ENERGIES FRANCE SAS FC FC FC FC FC 100 100 100 100 100 100 100 100 100 100 - FC FC - - 100 100 - - 100 100 - 1 1 1 PLASTIC OMNIUM MODULES SAS PLASTIC OMNIUM MANAGEMENT 4 PLASTIC OMNIUM MANAGEMENT 6 PLASTIC OMNIUM MANAGEMENT 7 South Africa * * * * a2021 a2021 - - - PLASTIC OMNIUM AUTO INERGY SOUTH AFRICA (PROPRIETARY) Ltd * * FC 100 100 FC 100 100 Germany PLASTIC OMNIUM GmbH * FC FC 100 100 100 100 FC FC 100 100 100 100 2 2 PLASTIC OMNIUM AUTO COMPONENTS GmbH PLASTIC OMNIUM AUTO INERGY GERMANY GmbH * * FC - 100 - 100 - FC FC 100 100 100 100 2 2 PLASTIC OMNIUM COMPOSITES GmbH c2020 PLASTIC OMNIUM AUTOMOTIVE EXTERIORS GmbH * * FC EM_Ifrs FC 100 40 100 40 FC - 100 - 100 - 2 EKPO FUEL CELL TECHNOLOGIES GmbH a2021 HBPO BETEILIGUNGSGESELLSCHAFT GmbH HBPO RASTATT GmbH * * * * * * * * 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 FC FC FC FC FC FC FC FC 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 66.67 5 5 5 5 5 5 5 5 FC HBPO GERMANY GmbH FC HBPO GmbH FC HBPO INGOLSTADT GmbH HBPO REGENSBURG GmbH HBPO VAIHINGEN Enz GmbH HBPO Saarland GmbH FC FC FC FC PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 277 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Reportable segment December 31, 2021 Method of Industries Modules Unllocated Consolidation December 31, 2020 Method of % control % interest Consolidation Legal name % control % interest Tax group Argentina PLASTIC OMNIUM AUTO INERGY ARGENTINA SA * * FC FC 100 100 100 100 FC FC 100 100 100 100 PLASTIC OMNIUM SA PLASTIC OMNIUM AUTOMOTIVE ARGENTINA c2021 a2021 * * * - FC FC - 100 100 - 100 100 FC - 100 - 100 - Austria PLASTIC OMNIUM NEW ENERGIES WELS GmbH Belgium PLASTIC OMNIUM ADVANCED INNOVATION AND RESEARCH NV FC 100 100 6 6 PLASTIC OMNIUM AUTO INERGY BELGIUM SA * * * * FC FC FC FC 100 100 100 100 100 100 100 100 FC FC FC FC 100 100 100 100 100 100 100 100 PLASTIC OMNIUM AUTOMOTIVE BELGIUM OPTIMUM CPV BVBA PLASTIC OMNIUM NEW ENERGIES SA PLASTIC OMNIUM NEW ENERGIES HERENTALS SA a2021 * FC 100 100 - - - Brazil PLASTIC OMNIUM AUTO INERGY DO BRASIL LTDA * * FC FC 100 100 100 100 FC FC 100 100 100 100 PLASTIC OMNIUM DO BRASIL Ltda HBPO BRASIL AUTOMOTIVE SERVICIOS Ltda * * FC FC 66.67 66.67 66.67 66.67 FC FC 66.67 66.67 66.67 66.67 Canada HBPO CANADA INC. China PLASTIC OMNIUM HOLDING (SHANGHAI) Co. Ltd * FC FC 100 100 100 100 FC FC 100 100 100 100 WUHAN PLASTIC OMNIUM AUTO INERGY Co. Ltd * * * * * * * * * * * PLASTIC OMNIUM INERGY (SHANGHAI) CONSULTING Co. Ltd c2021 c2021 FC 100 100 FC 100 100 INERGY AUTOMOTIVE SYSTEMS CONSULTING (BEIJING) Co. Ltd FC 100 100 FC 100 100 BEIJING PLASTIC OMNIUM AUTO INERGY Co. Ltd FC 60 60 FC 60 60 CHONGQING PLASTIC OMNIUM AUTO INERGY Co. Ltd FC 100 100 FC 100 100 GUANGZHOU PLASTIC OMNIUM AUTO INERGY Co. Ltd FC 100 100 FC 100 100 NINGBO PLASTIC OMNIUM AUTO INERGY Co. Ltd FC 100 100 FC 100 100 SHENYANG PLASTIC OMNIUM AUTO INERGY Co. Ltd FC 100 100 FC 100 100 YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd EM_Ifrs EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 49.95 49.95 EM_Ifrs EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 49.95 49.95 YANFENG PLASTIC OMNIUM (SHANGHAI) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd YANFENG PLASTIC OMNIUM YIZHENG AUTOMOTIVE EXTERIOR SYSTEM Co. Ltd 278 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Reportable segment December 31, 2021 Method of Industries Modules Unllocated Consolidation December 31, 2020 Method of % control % interest Consolidation Legal name % control % interest Tax group YANFENG PLASTIC OMNIUM (SHENYANG) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd * * * * * EM_Ifrs EM_Ifrs EM_Ifrs EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 EM_Ifrs EM_Ifrs EM_Ifrs EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 49.95 YANFENG PLASTIC OMNIUM NINGBO AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd YANFENG PLASTIC OMNIUM WUHAN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd YANFENG PLASTIC OMNIUM HARBIN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd YANFENG PLASTIC OMNIUM HANGZHOU AUTO EXTERIOR SYSTEMS Co. Ltd YANFENG PLASTIC OMNIUM NINGDE AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd * * EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 EM_Ifrs EM_Ifrs 49.95 49.95 49.95 49.95 YANKANG AUTO PARTS RUGAO Co. Ltd YANFENG PLASTIC OMNIUM (DAQING) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd * * EM_Ifrs EM_Ifrs 49.95 49.95 49.95 25.47 EM_Ifrs EM_Ifrs 49.95 49.95 49.95 25.47 CHONGQING YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR FAWAY Co. Ltd GUANGZHOU ZHONGXIN YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR TRIM Co. Ltd * * * EM_Ifrs EM 49.95 24.48 24.98 25.47 24.48 24.98 EM_Ifrs EM 49.95 24.48 24.98 25.47 24.48 24.98 CHENGDU FAWAY YANFENG PLASTIC OMNIUM Co. Ltd DONGFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd EM EM CHANGCHUN HUAZHONG YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIORS Co. Ltd 5 * * EM_Ifrs 49.95 24.98 EM_Ifrs 49.95 24.98 GUANGZHOU ZHONGXIN YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co., Ltd a2020 a2021 EM_Ifrs FC 49.95 66.67 66.67 66.67 25.47 66.67 66.67 66.67 EM_Ifrs 49.95 66.67 66.67 - 25.47 66.67 66.67 - HBPO CHINA BEIJING Co. Ltd HBPO Nanjin Co. Ltd HBPO Shanghai Ltd South Korea * * * FC FC - FC FC PLASTIC OMNIUM Co. Ltd * * FC 100 100 FC 100 100 PLASTIC OMNIUM KOREA NEW ENERGIES Co. Ltd a2020 c2020 FC 100 33.34 66.67 - 100 33.34 66.67 - FC EM_Ifrs FC 100 33.34 66.67 66.67 100 33.34 66.67 66.67 SHB AUTOMOTIVE MODULES HBPO PYEONGTAEK Ltd HBPO ASIA HQ Ltd Spain * * * EM_Ifrs FC - FC PLASTIC OMNIUM EQUIPAMIENTOS EXTERIORES SA * * FC FC 100 100 100 100 FC FC 100 100 100 100 3 3 PLASTIC OMNIUM AUTO INERGY SPAIN SA PLASTIC OMNIUM COMPOSITES ESPANA SA * * FC FC FC 100 100 100 100 FC FC FC 100 100 100 100 3 3 PLASTIC OMNIUM AUTOMOTIVE ESPANA HBPO AUTOMOTIVE SPAIN SL United States * 66.67 66.67 66.67 66.67 PLASTIC OMNIUM Inc. * * FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 4 4 4 PLASTIC OMNIUM INDUSTRIES Inc. PLASTIC OMNIUM AUTO EXTERIORS LLC * PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 279 CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 5 Reportable segment December 31, 2021 Method of Industries Modules Unllocated Consolidation December 31, 2020 Method of % control % interest Consolidation Legal name % control % interest Tax group PLASTIC OMNIUM AUTO INERGY (USA) LLC * FC FC 100 100 FC FC 100 100 4 HBPO NORTH AMERICA Inc. Hungary * 66.67 66.67 66.67 66.67 HBPO MANUFACTURING HUNGARY Kft HBPO AUTOMOTIVE HUNGARIA Kft HBPO SZEKESFEHERVAR Kft India * * * FC FC FC 66.67 66.67 66.67 66.67 66.67 66.67 FC FC FC 66.67 66.67 66.67 66.67 66.67 66.67 PLASTIC OMNIUM AUTO EXTERIORS (INDIA) PVT Ltd * * * FC FC FC 100 100 55 100 100 55 FC FC FC 100 100 55 100 100 55 PLASTIC OMNIUM AUTO INERGY INDIA PVT Ltd PLASTIC OMNIUM AUTO INERGY MANUFACTURING INDIA PVT Ltd Indonesia PT PLASTIC OMNIUM INDONESIA a2021 c2020 * * * FC - 100 - 100 - - EM FC - 50 - 23 Israel POCellTech Japan PLASTIC OMNIUM KK Malaysia FC 100 100 100 100 HICOM HBPO SDN BHD PO AUTOMOTIVE SDN BHD MALAYSIA Morocco b2020 * FC FC 51 34 FC FC 51 34 * 100 100 100 100 PLASTIC OMNIUM AUTO INERGY (MOROCCO) SARL * * FC FC 100 100 100 100 FC FC 100 100 100 100 PLASTIC OMNIUM AUTO EXTERIEUR Mexico PLASTIC OMNIUM INDUSTRIAL AUTO EXTERIORES RAMOS ARIZPE SA DE CV * * * * * * FC FC FC FC FC 100 100 100 100 100 100 100 100 100 100 FC FC FC FC FC 100 100 100 100 100 100 100 100 100 100 PLASTIC OMNIUM AUTO INERGY MEXICO SA DE CV PLASTIC OMNIUM AUTO EXTERIORES SA DE CV PLASTIC OMNIUM AUTO INDUSTRIAL SRL DE CV PLASTIC OMNIUM AUTO INERGY INDUSTRIAL SA DE CV PLASTIC OMNIUM AUTO INERGY SERVICIOS SA DE CV FC FC FC 100 66.67 66.67 100 66.67 66.67 FC FC FC 100 66.67 66.67 100 66.67 66.67 HBPO MEXICO SA DE CV * * HBPO SERVICES MEXICO SA DE CV c2021 c2021 HBPO MANAGEMENT SERVICES MEXICO SA DE CV * FC 66.67 66.67 FC 66.67 66.67 Netherlands DSK PLASTIC OMNIUM BV * * FC FC 51 51 FC FC 51 51 PLASTIC OMNIUM AUTO INERGY NETHERLANDS HOLDING BV 100 100 100 100 280 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Consolidated financial statements at December 31, 2021 Reportable segment December 31, 2021 Method of Industries Modules Unllocated Consolidation December 31, 2020 Method of % control % interest Consolidation Legal name % control % interest Tax group Poland PLASTIC OMNIUM AUTO INERGY POLAND Sp ZOO PLASTIC OMNIUM AUTO EXTERIORS Sp ZOO PLASTIC OMNIUM AUTO Sp ZOO Czech Republic * * * FC FC FC 100 100 100 100 100 100 FC FC FC 100 100 100 100 100 100 HBPO CZECH SRO * * FC FC 66.67 100 66.67 100 FC FC 66.67 100 66.67 100 Romania PLASTIC OMNIUM AUTO INERGY ROMANIA SRL United Kingdom * * PLASTIC OMNIUM AUTOMOTIVE Ltd HBPO UK Ltd FC FC 100 100 FC FC 100 100 66.67 66.67 66.67 66.67 Russia PLASTIC OMNIUM AUTO INERGY RUSSIA LLC DSK PLASTIC OMNIUM INERGY Slovakia * * FC FC 100 51 100 51 FC FC 100 51 100 51 PLASTIC OMNIUM AUTO EXTERIORS SRO * * FC 100 100 FC 100 100 PLASTIC OMNIUM AUTO INERGY SLOVAKIA SRO FC FC 100 100 FC FC 100 100 HBPO SLOVAKIA SRO Switzerland * 66.67 66.67 66.67 66.67 PLASTIC OMNIUM RE AG SWISS HYDROGEN Thailand * FC FC 100 100 100 100 FC FC 100 100 100 100 5 * PLASTIC OMNIUM AUTO INERGY THAILAND Co. Ltd * * FC FC 100 100 100 100 FC FC 100 100 100 100 PLASTIC OMNIUM AUTOMOTIVE Co. Ltd Turkey BPO AS * EM_Ifrs 50 49.98 EM_Ifrs 50 49.98 Consolidation method and special features: FC: Full consolidation Companies that were already consolidated by the equity method before the application of the new consolidation standards at January 1, 2014. EM: EM_IFRS: Companies consolidated by the equity method since the application of the new consolidation standards at January 1, 2014 Movements for the period: a2021: Companies acquired and/or created during fiscal year 2021 Companies whose name was changed during fiscal year 2021 Companies sold and/or merged during fiscal year 2021 Companies acquired and/or created during fiscal year 2020 Takeover of HBPO Hicom in 2020 b2021 c2021: a2020: b2020: c2020: Companies sold and/or merged during fiscal year 2020 Tax group 1 2 3 4 5 6 France Plastic Omnium tax group Germany Plastic Omnium tax group Spain Plastic Omnium tax group United States Plastic Omnium tax group Germany HBPO tax group Belgium Plastic Omnium tax group PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 281 CONSOLIDATED FINANCIAL STATEMENTS 2021 Statutory auditors’ report on the consolidated financial statements 5 5.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2021 This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the annual general meeting of Compagnie Plastic Omnium S.E., OPINION In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying financial statements of Compagnie Plastic Omnium for the year ended December 31, 2021 In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31,2021 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee. BASIS FOR OPINION AUDIT FRAMEWORK We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. INDEPENDENCE We conducted our audit engagement in compliance with independence rules provided for in the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors for the period from 1st January 2021 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) N° 537/2014. JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS Due to the global crisis related to the Covid-19 pandemic, the financial statements of this period have been prepared and audited under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies’ internal organisation and the performance of the audits. It is this complex and evolving context that, in accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements. 282 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Statutory auditors’ report on the consolidated financial statements EVALUATION OF REVENUE Note 1.3.2 « Revenue » / « Revenue from contracts with Customers » of the notes to the consolidated financial statements. As of December 31, 2021, consolidated revenue of Compagnie Plastic Omnium amounts to €7 233 million. KEY AUDIT MATTERS ● Revenue from sales of parts is recorded when the significant risks and rewards of ownership of the goods are transferred to the buyer, usually upon delivery of the goods, and measured at the fair value of the consideration received, after deducting discounts, rebates and other sales taxes and customs duties. ● Regarding the revenue from services and creation of specific tooling: ● The accounting treatment applied is based on the identification by the Group in most cases of two performance obligations, distinct from the production of parts, under the Design business and the supply of certain specific tooling whose control is transferred to clients. ● Products, including those explicitly included in the part price, are recognized at the start of production life. Payments received before the start of series life are recorded in customer advances. The costs related to these two performance obligations are recognized in inventories during the project phase and then in expenses when their control is transferred to the client, i.e. when series production is launched. ● We considered the valuation of Parts revenue and the valuation of revenue from services and creation of specific tooling as a key audit matter given: ● Regular discussions between the Group and its customers on parts prices, discounts and rebates. ● Judgments have to be made by Group management to estimate revenue relating to these performance obligations to the extent that such revenue is not necessarily or directly identifiable within the contracts and therefore requires a specific assessment by management as to their valuation. OUR RESPONSE ● We have reviewed the process and identified key controls implemented by management regarding revenue recognition ● In order to assess the recognition of revenues related to the sale of parts, we conducted tests on a sample of contracts by: 5 ● comparing the sale prices applied to the deliveries of parts with the contractual prices; ● examining the credit notes issued during the period. ● In order to assess the recognition of the turnover related to services and realization of specific tooling, we conducted tests on a sample of contracts by: ● comparing the sales prices applied to services and realization of specific tooling and recognized at the start of the series life with the valuation made by the management and contractual documentation; ● examining revenue and costs allocated to performance obligations. EVALUATION OF FIXED ASSETS RELATED TO THE DEVELOPMENT COSTS AND TANGIBLE ASSETS Notes 1.6.2 « Intangible assets », 1.6.3 « Property, plant and equipment », 1.6.4.2 « Impairment of depreciable property, plant and equipment and intangible assets » in the notes to the consolidated financial statements. As of December 31, 2021, the net value of the fixed assets related to the development costs and to property, plant and equipment amounts respectively to €468 million and €1 437 million, representing approximately 30% of total assets as of December 31, 2021 KEY AUDIT MATTER ● Note 1.6.2 describes the accounting methods in intangible assets of the development costs incurred during the project phase and related to the execution of the contract with the client not fulfilling a performance obligation as well as those used for their amortization. Note 1.6.3 describes the accounting methods in tangible assets of the property, plant and equipment and tangible assets in progress as well as those used for their amortization. ● As described in Note 1.6.4.2, the Group performs loss of value tests on these intangible and tangible assets when there are indications of loss of value, and at least once a year at year-end for intangible assets in progress. The criteria used by the Group to assess the existence of an indication of impairment loss include recurring losses for an entity, decisions to stop selling production or site closures. ● As describe in note 2.1.2, Indicators of impairment were identified during the fiscal year in connection with the current global shortage of semiconductors and components, in particular the decline in activity of some Group entities due to the shutdown of automobile manufacturers’ production lines, which led the Group to adjust its production. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 283 CONSOLIDATED FINANCIAL STATEMENTS 2021 Statutory auditors’ report on the consolidated financial statements 5 ● The valuation of capital assets related to development costs and the valuation of property, plant and equipment are considered as a key audit matter due to (i) their significant value in the Group’s consolidated financial statements, (ii) judgments to be made by Management to estimate the existence of an indication of impairment loss, including those related to semiconductors and components global shortage and (iii) the assumptions used to assess the recoverable value of these assets. OUR RESPONSE ● Regarding the evaluation of property, plant and equipment we have: ● acknowledged the process and analyses performed by the Group; ● reconciled the file of assets subject to the impairment test with the consolidated financial statements; ● verified the arithmetical accuracy of the models used to determine the values in use; ● analyzed the key data and assumptions used to determine the recoverable amount by interviewing the Division CFO, the Group CFO and the CEO, and especially in the context of the Covid-19 global pandemic and its impact on performance in future years. ● Regarding the evaluation of the fixed assets related to the development costs, we have: ● obtain an understanding of the process performed by the Group to identify the development costs to capitalize; ● examine the estimated development costs incurred for a sample of automotive projects ● test the amortization methods used in accordance with the principles set out in the consolidated financial statements; ● examine the process for the Management to estimate the existence of an indication of impairment loss at year-end and the key data and assumptions used to determine the recoverable amount, especially in the context of semiconductors and components global shortage and its impact on performance in future years. ● Finally, regarding the valuation of these assets, we have as well: ● compared the discount rates and long-term growth rates used with our internal databases and the support of our evaluation specialists; ● performed sensitivity analyses on the main assumptions used. SPECIFIC VERIFICATIONS We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the Group’s information given in the management report of the Board of Directors. We have no matters to report as to their fair presentation and their consistency with the consolidated financial statements. We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code de commerce) is included in the Group’s management report, it being specified that, in accordance with article L. 823-10 of this Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained therein. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS FORMAT OF PRESENTATION OF THE FINANCIAL STATEMENTS INTENDED TO BE INCLUDED IN THE ANNUAL FINANCIAL REPORT We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in article L451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of Chief Executive officer, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17 December 2018. As it relates to consolidated financial statements, our work includes verifying that the tagging of these consolidated financial statements complies with the format defined in the above delegated regulation. Based on the work we have performed, we conclude that the presentation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the consolidated financial statements that will ultimately be included by your company in the annual financial report filed with the AMF are in agreement with those on which we have performed our work. 284 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CONSOLIDATED FINANCIAL STATEMENTS 2021 Statutory auditors’ report on the consolidated financial statements APPOINTMENT OF THE STATUTORY AUDITORS We were appointed as statutory auditors of Compagnie Plastic Omnium S.E. by the annual general meeting held on December 28, 1977 for MAZARS and on April 29, 2010 for ERNST & YOUNG et Autres. As at December 31, 2021, MAZARS and ERNST & YOUNG et Autres were in the 45th year and 12th year of total uninterrupted engagement respectively. Previously, ERNST & YOUNG Audit was statutory auditor since 2001. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The consolidated financial statements were approved by the Board of Directors. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS 5 OBJECTIVES AND AUDIT APPROACH Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As specified in Article L.823-10-1 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: ● Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ● Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. ● Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements. ● Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 285 CONSOLIDATED FINANCIAL STATEMENTS 2021 Statutory auditors’ report on the consolidated financial statements 5 ● ● Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements. REPORT TO THE AUDIT COMMITTEE We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the French Commercial Code (Code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. Paris-La Défense, March 9, 2022 The Statutory Auditors French original signed by Mazars Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 286 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 6 2021 STATUTORY FINANCIAL statements AFR 6.1 6.2 COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS 288 288 288 Balance sheet changes Earnings performance BALANCE SHEET Assets 289 289 290 Liabilities 6.3 6.4 INCOME STATEMENT 291 NOTES TO THE STATUTORY FINANCIAL STATEMENTS 292 292 292 295 302 305 Significant events of the year Accounting policies and principles Notes to the balance sheet Notes to the income statement Other disclosures 6.5 6.6 FIVE-YEAR FINANCIAL SUMMARY 307 308 TABLE OF SUBSIDIARIES AND AFFILIATES Table of supplier and customer payment terms as mentioned in Article D. 441-6 of the French Commercial Code 309 6.7 6.8 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS For the year ended 31st December 2021 310 310 SPECIAL AUDITORS' REPORT ON RELATED-PARTY AGREEMENTS 315 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 287 2021 STATUTORY FINANCIAL STATEMENTS Comments on the statutory financial statements 6 6.1 COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS NET FINANCIAL LIABILITIES BALANCE SHEET CHANGES Compagnie Plastic Omnium SE set up an additional credit line of €20 million, replacing a €50 million line that had reached maturity, bringing the outstanding amount of confirmed medium-term credit lines to €1,840 million at December 31, 2021. In addition, €322.5 million of commercial paper had been issued by the Company at December 31, 2021. The main changes involved the following transactions: EQUITY INVESTMENTS ● At December 31, 2021, Compagnie Plastic Omnium SE’s financial position showed positive net cash of €187.7 million versus positive net cash of €335.5 million at December 31, 2020. The decrease is mainly due to the subscription to capital increases of certain subsidiaries as indicated in the paragraph “Equity investments”. On November 29, 2021, Compagnie Plastic Omnium SE subscribed to a capital increase of its subsidiary Plastic Omnium Inc. through a cash contribution of $145 million, i.e. €128.6 million. ● On January 1, 2021, Compagnie Plastic Omnium SE subscribed to a capital increase of its subsidiary Plastic Omnium Holding Shanghai through a cash contribution of €30 million. EARNINGS PERFORMANCE LOANS ● The Company increased the net amount of its loans to subsidiaries by €17.7 million. Compagnie Plastic Omnium SE posted operating revenue of €31.8 million in 2021, compared with €31.3 million in 2020. This revenue can be broken down as follows: SALE OF RESEARCH TAX CREDIT RECEIVABLES – FRANCE On December 2, 2021, Compagnie Plastic Omnium SE sold its research tax credit receivables to receivables sold coming from the research centers of subsidiaries belonging to the tax consolidation group amounted to €12.2 million. ● €28.7 million in trademark license fees from subsidiaries; ● miscellaneous re-invoicing to Group companies for €1.7 million. ● Net financial income for Compagnie Plastic Omnium SE was €113.5 million, versus €98.5 million in 2020. This financial income was largely due to: a financial institution. The amount of ● dividends from subsidiaries for €101.3 million in 2021 versus €152.2 million in 2020; CAPITAL AND TREASURY SHARES ● net interest income on loans, receivables and borrowings of €13.2 million in 2021 versus net income of €8.6 million in 2020; ● In accordance with the authorization granted by the Combined General Meeting of April 23, 2020, the Board of Directors decided on February 17, 2021 to proceed on February 25, 2021 with a share capital reduction in the amount of €86,637.24 corresponding to the cancelation of 1,443,954 shares with a par value of €0.06. The share capital was thus reduced to €8,827,329.18 and is divided into 147,122,153 shares with a par value of €0.06. ● net charge to provisions of -€1.2 million in 2021 versus a net charge to provisions of -€62.8 million in 2020. The extraordinary result is a loss of €0.1 million. Profit before tax was €103.8 million in 2021, compared to €100.6 million in 2020. ● Upon authorization by the Combined General Meeting of April 26, Income tax was an expense of €3 million in 2021, compared with tax income of €3.9 million in 2020. 2018, the Board of Directors decided on February 17, 2021 to carry out an allocation on April 23, 2021 of 45,947 free performance shares to the corporate officers of Compagnie Plastic Omnium SE and/or of companies in its Group. The vesting of the performance shares will occur following the General Meeting of Shareholders that will take place in 2025. The cost associated with this plan was estimated at €1.2 million on December 31, 2021. On the vesting date of the shares, the relevant subsidiary with plan beneficiaries will be re-invoiced for the cost. As a result, the net profit for 2021 was €100.8 million, compared with €104.5 million in 2020. No expenses were added back to taxable income during 2021, in application of Articles 223 quater and 223 quinquies of the French General Tax Code. ● Compagnie Plastic Omnium SE continued its share buyback program under the authorization granted by the Combined General Meeting of April 23, 2020. Buybacks carried out in fiscal year 2021 totaled €60 million. 288 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Balance sheet 6.2 BALANCE SHEET ASSETS December 31, December 31, 2021 2020 Depreciation, amortization and provisions In thousands of euros Non-current assets Intangible assets Gross values Net amounts Net amounts Notes A B C 993 3,719 968 725 25 2,994 29 3,074 Property, plant and equipment Financial assets 2,175,136 2,179,848 71,558 73,251 2,103,578 2,106,597 1,927,515 1,930,618 TOTAL NON-CURRENT ASSETS Current assets Prepayments to suppliers Trade receivables D D D E 99 5,124 0 99 5,124 54 4,898 0 1,604 144 1,748 0 Other receivables 644,813 242,593 892,629 615 643,209 242,449 890,881 615 735,054 204,754 944,760 543 Cash and cash equivalents TOTAL CURRENT ASSETS Prepaid expenses F F F F Deferred charges (debt issuance costs) Bond redemption premiums Translation differences – assets TOTAL 3,232 0 3,232 4,380 2,064 0 2,064 2,658 560 0 560 513 3,078,948 74,999 3,003,949 2,883,472 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 289 2021 STATUTORY FINANCIAL STATEMENTS Balance sheet 6 LIABILITIES In thousands of euros Shareholders’ equity Share capital Notes 2021 2020 G G G 8,827 17,389 8,914 17,389 Additional paid-in capital Other reserves 1,308,130 100,758 0 1,307,849 104,496 0 Net income for the year Regulated provisions Total shareholders’ equity Provisions for contingencies and charges Liabilities G G H 1,435,104 81,058 1,438,648 70,350 Bonds I I I I I I I 1,105,791 0 1,105,791 0 Bank borrowings Other borrowings 333,531 12,236 3,334 217,275 7,980 Trade payables Accrued taxes and payroll costs Other liabilities 2,999 32,871 1,487,763 24 40,418 1,374,463 11 TOTAL LIABILITIES Prepaid expenses and accrued income – liabilities TOTAL 3,003,949 2,883,472 Net cash and cash equivalents of Compagnie Plastic Omnium SE was +€187.7 million in 2021 (including medium- and long-term loans) versus +€335.5 million in 2020. 290 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Income statement 6.3 INCOME STATEMENT In thousands of euros Notes 2021 1,736 2020 3,229 NET REVENUE J Provision reversals and expense transfers Other operating revenue TOTAL OPERATING REVENUE Purchases and other external charges Taxes other than on income Personnel costs 1,343 1,429 J 28,761 31,840 (35,754) (436) 26,691 31,349 (24,419) (574) K L (1,316) (2,400) (1,476) (41,382) (9,542) 113,448 103,906 (104) (2,437) (2,266) (1,328) (31,024) 325 Depreciation, amortization and provisions Other expenses M TOTAL OPERATING EXPENSES NET OPERATING INCOME (LOSS) NET FINANCIAL INCOME INCOME BEFORE NON-OPERATING ITEMS Non-operating items N O R 98,459 98,784 1,823 PROFIT BEFORE TAX 103,802 (3,044) 100,758 100,607 3,889 Income taxes NET INCOME 104,496 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 291 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 6.4 NOTES TO THE STATUTORY FINANCIAL STATEMENTS The information below constitutes the notes to the balance sheet before distribution for the year ended December 31, 2021, for which the total amounted to €3,003,949 thousand and the result was €100,758 thousand. Net financial liabilities SIGNIFICANT EVENTS OF THE YEAR ● Compagnie Plastic Omnium SE set up an additional credit line of €20 million, replacing a €50 million line that had reached maturity, bringing the outstanding amount of confirmed medium-term credit lines to €1,840 million at December 31, 2021. In addition, €322.5 million of commercial paper had been issued by the Company at December 31, 2021. Equity investments ● On November 29, 2021, Compagnie Plastic Omnium SE subscribed to a capital increase of its subsidiary Plastic Omnium Inc. through a cash contribution of $145 million, i.e. €128.6 million. ● On January 1, 2021, Compagnie Plastic Omnium SE subscribed to a capital increase of its subsidiary Plastic Omnium Holding Shanghai through a cash contribution of €30 million. ACCOUNTING POLICIES AND PRINCIPLES Loans The financial statements of Compagnie Plastic Omnium SE have been prepared in accordance with the provisions of the French Commercial Code and the French General Accounting Plan (ANC regulation 2014-03 of June 5, 2014 amended by regulation no. 2018-07 of December 10, 2018). The annual financial statements include the provisions of the French Accounting Standards Authority (Autorité des Normes Comptables – ANC) regulation 2015-05 for financial futures and hedging transactions, as well as the recommendations of July 24, 2020 relating to the consideration of the consequences of the Covid-19 event in the financial statements. ● The Company increased the net amount of its loans to subsidiaries by €17.7 million. Sale of Research Tax Credit receivables – France ● On December 2, 2021, Compagnie Plastic Omnium SE sold its research tax credit receivables to receivables sold coming from the research centers of subsidiaries belonging to the tax consolidation group amounted to €12.2 million. a financial institution. The amount of The accounting conventions for preparing and presenting the Company statutory accounts have been applied in accordance with the following basic assumptions: Capital and treasury shares ● In accordance with the authorization granted by the Combined General ● going-concern; Meeting of April 23, 2020, the Board of Directors decided on February 17, 2021 to proceed on February 25, 2021 with a share capital reduction in the amount of €86,637.24 corresponding to the cancelation of 1,443,954 shares with a par value of €0.06. The share capital was thus reduced to €8,827,329.18 and is divided into 147,122,153 shares with a par value of €0.06. ● consistency of accounting principles; ● separation of accounting periods. The basic method used for the items presented in the accounts is the historical cost method. The accounting policies used to prepare the 2021 financial statements are the same as those used in 2020. The significant accounting policies applied are described below. ● Upon authorization by the Combined General Meeting of April 26, 2018, the Board of Directors decided on February 17, 2021 to carry out an allocation on April 23, 2021 of 45,947 free performance shares to the corporate officers of Compagnie Plastic Omnium SE and/or of companies in its Group. The vesting of the performance shares will occur following the General Meeting of Shareholders that will take place in 2025. The cost associated with this plan was estimated at €1.2 million on December 31, 2021. On the vesting date of the shares, the relevant subsidiary with plan beneficiaries will be re-invoiced for the cost. Property, plant and equipment Property, plant and equipment are initially recognized at cost and depreciated on a straight-line basis over their estimated useful lives, as follows: ● fixtures and fittings: 10 years; ● Compagnie Plastic Omnium SE continued its share buyback program ● office equipment and furniture: 5 to 10 years. under the authorization granted by the Combined General Meeting of April 23, 2020. Buybacks carried out in fiscal year 2021 totaled €60 million. 292 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements price of the options granted. For treasury shares allocated to the grant of performance shares, a provision for expenses is recognized for the total value of the treasury shares allocated to the employees and corporate officers of Compagnie Plastic Omnium and its subsidiaries. Equity investments and related receivables The equity investments are composed of investments that enable control of the issuing company or notable influence to be exercised over it. They are intended to be retained over the long term and to contribute to the business of the holding company. For shares otherwise classified, market value is determined on the basis of the average quoted stock market price during the month before the balance sheet date. Gross values of investments in subsidiaries and affiliates are initially recognized at cost or transfer value. If applicable, a provision for impairment will be booked when the value in use or the probable realization value is lower than the net carrying amount. Receivables Receivables are valued at their nominal value. Depreciation is recorded where the inventory value is less than the carrying amount. Receivables are depreciated through provisions that take into account possible recovery problems. Value in use is determined according to a multi-criteria approach, based on management’s judgment, taking into account the share of net equity and an enterprise value approach based on discounting future cash-flows in view of the current market conditions and the medium-term plans of the subsidiaries. Related receivables are valued at their par value. Depreciation is recorded where the inventory value is less than the carrying amount. Related receivables are impaired through a provision by taking into account the overall situation and the likelihood of non-recovery. Short-term investment securities The short-term investment securities are valued by securities category (shares held as part of the liquidity agreement, unallocated treasury shares, other short-term investment securities), using a FIFO (first-in, first-out) method. Other long-term investments When necessary, they are impaired, calculated for each line of similar securities. The other long-term investments are securities that the Company intends to hold for the long term without involvement in the management of the companies in which the securities are held. For securities that represent listed securities, the impairment is booked to bring their net carrying amount to the closing price. The gross value of the other long-term investments corresponds to the acquisition cost. If applicable, a provision for impairment will be booked when the value in use or the probable realization value is lower than the net carrying amount. Cash and cash equivalents These include cash, and other items with a similar nature to cash, on hand and at the bank, as well as warrants that may be redeemed at any time after they have been subscribed. Treasury stock Cash and cash equivalents are valued at their nominal value. The Company has been authorized by Ordinary General Meetings to purchase its own shares to maintain a liquid market for its shares under a liquidity contract with an investment firm, reduce the share capital by canceling shares, or cover current or future stock option or stock grant plans for employees and corporate officers of the Group. Foreign currency transactions 6 At closing, monetary items in foreign currencies are converted on the balance sheet at the exchange rates in effect at the closing date as an offset to items in “Translation differences – Assets/Liabilities” on the balance sheet, except for hedges, in which case revaluations are carried in net financial income and are offset by the impacts recognized on the hedging instrument. Unrealized foreign exchange gains are not recognized in accounting income. The accounting classification of treasury shares depends on its final purpose: ● treasury shares intended for cancelation and allocated to a future capital reduction or acquired as part of a liquidity contract are recognized as long-term investment; A provision for foreign exchange losses is recognized for the total amount of unrealized losses, except for the following situations: ● treasury shares bought back to be granted to employees and corporate officers as part of a stock-option plan or performance share plan are recognized as short-term investment securities. ● in the case of a hedge, the provision is recognized only for the amount of unhedged exposure; Treasury shares are measured in line with their accounting classification (investments, stock option plans or performance share plans, shares acquired under the liquidity contract) using a FIFO (first-in, first-out) method. ● when unrealized gains or losses on foreign exchange relate to transactions in a single currency maturing in the same accounting period, the provision is limited to the excess of the losses over the gains, based on the overall foreign exchange position. The gross value equals the acquisition price, and treasury shares are valued at the average market price of the latest month. Impairment is recognized where the gross value is higher than the carrying amount, except for treasury shares intended for cancelation. For shares allocated to cover stock option plans, their fair value is the lower of the exercise Bank accounts in foreign currencies are valued on the balance sheet at the exchange rate in effect at the closing date as an offset to foreign exchange gain or losses. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 293 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 Financial instruments and hedging instruments Revenue The Company may at times use currency derivative to hedge the currency risk on loans granted to Group companies. Realized foreign exchange gains or losses on these derivatives are recognized in net financial income to match those of the hedged items. Revenue is booked to profit (loss) if it is: ● realized, i.e. if the principle and amount are certain; and ● acquired during the year. Unrealized foreign exchange gains and losses are recognized in financial assets and liabilities as offsets to the income statement, to show on the balance sheet their exact correspondence with the monetary items in hedged currencies. Income taxes The Company is the parent company of the tax consolidation group that it constitutes with its subsidiaries. Swaps are spread in the income statement under net financial income/expense over the hedging term. The subsidiaries of the tax consolidation scope contribute the amount that they would have had to pay if there was no consolidation to the Group’s tax consolidation tax expense. At December 31, 2021, the Company did not hold any derivative instrument that does not qualify as a hedge. The additional tax savings or expense resulting from the difference between the tax owed by consolidated subsidiaries and the tax resulting from the determination of the overall profit/loss is recorded by the parent company. Provisions for contingencies and charges Provisions for contingencies and charges are recognized when: ● the Company is bound by a legal or implicit obligation resulting from Non-operating items past events; Non-operating income and expenses include exceptional items, as well as items qualified as exceptional in their nature under accounting law, primarily income from non-current asset disposals. ● a likely outflow of resources, without any equivalent benefit, is required to extinguish the obligation; ● the amount of the provision can be reliably measured. Current and non-current borrowings Debts are recognized at their nominal reimbursement value. They are not discounted. Issuance costs and redemption premiums incurred at the time of borrowing are recognized as assets and spread over the life of the bond using the compound interest rate method. 294 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements NOTES TO THE BALANCE SHEET A – INTANGIBLE ASSETS In thousands of euros Patents, trademarks and licenses TOTAL, GROSS 2020 993 993 (964) 29 + - - - 2021 993 993 (968) 25 - - Accumulated depreciation TOTAL, NET (4) (4) - 0 B – PROPERTY, PLANT AND EQUIPMENT In thousands of euros 2020 13 + - - 2021 13 Land - Fixtures and fittings 127 3,576 0 - - 127 3,579 0 Office equipment and furniture Property, plant and equipment in progress Prepayments to suppliers of non-current assets TOTAL, GROSS 3 - - - - 0 - 0 3,716 (642) 3,074 3 0 - 3,719 (725) 2,994 Accumulated depreciation TOTAL, NET (83) (80) 0 C – FINANCIAL ASSETS In thousands of euros Equity investments Other long-term investments Loans 2020 1,231,363 35,517 + 158,792 60,027 18,045 236,864 (241) - 250 2021 1,389,905 35,234 6 60,310 - 731,952 749,997 TOTAL, GROSS 1,998,832 (71,317) 60,560 - 2,175,136 (71,558) Provisions for impairment TOTAL, NET 1,927,515 236,623 60,560 2,103,578 Changes in equity investments mainly relate to the transactions described in the chapter “Significant events”: The change in other long-term investments is explained by purchases and sales of treasury shares under the liquidity contract and by transactions on shares being canceled (see Note G). ● the subscription to the capital increases of the companies Plastic Omnium Inc. (€128.6 million), Plastic Omnium Holding Shanghai (€30 million), wholly-owned subsidiaries; At December 31, 2021, other long-term investments mainly consisted of: ● a €19 million commitment in the Aster VI professional equity fund of ● the creation of two subsidiaries, Plastic Omnium 6 and Plastic Omnium 7, each of which had subscribed share capital of €0.1 million; Aster Capital Partners SAS, specialized in the energy, industry and mobility sectors; ● ● the exit of the securities of Plastic Omnium Holding Shanghai for a €2.7 million commitment in the professional private equity fund €0.2 million following its out-of-court liquidation. Fonds d’Avenir Automobile, focused on automotive equipment manufacturers; In the current context of the Covid-19 health crisis and the decline in activity linked to the semiconductor crisis, impairment tests were carried out on the subsidiaries’ equity investments. These tests did not give rise to the recognition of any additional impairment but led to the maintenance of the impairment of Plastic Omnium GmbH shares recognized at December 31, 2020 in the amount of €60 million. This entity holds, among other things, the shares in the German subsidiary of the Intelligent Exterior Systems Division whose industrial assets were impaired in 2020. ● 139,300 treasury shares allocated to market-making and valued at €3.2 million; ● 400,000 treasury shares being canceled and valued at €10.4 million. Loans consist of medium- and long-term financing provided to entities of Plastic Omnium Group. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 295 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 The list of subsidiaries and affiliates is as follows: Share capital and currency Subsidiaries % interest 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% PLASTIC OMNIUM AUTO EXTERIORS SA – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM AUTO INERGY SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM GESTION SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM FINANCE SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MANAGEMENT 4 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MODULES SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM GmbH – Walter-Gropius – Strasse 17 – 80807 Munich – Germany PLASTIC OMNIUM RE AG – Bahnhofstrasse 28 – 6300 Zug – Switzerland €5,810,400 €119,796,330 €2,011,500 €247,500 €602,253 €387,221,805 €13,500,000 CHF 16,167,000 $60,100 PLASTIC OMNIUM INC. – 1209 Orange Street, Wilmington, Delaware 19801 – United States PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD RM 3501, F35 Building 2, no. 391 Guiping Road – Shanghai – People’s Republic of China €100,000,000 €100,000 100.0% 100.0% 100.0% PLASTIC OMNIUM MANAGEMENT 6 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MANAGEMENT 7 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 Affiliates BPO AS – Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey TRL 5,000;000 50.0% D – RECEIVABLES Maturity date Maturity date In thousands of euros Prepayments to suppliers Trade receivables 2021 99 Less than 1 year Greater than 1 year 99 5,124 - - 5,124 Tax receivables 6,266 5,459 807 - Financial receivables – Current accounts Other receivables 624,949 11,994 648,432 624,949 3,437 8,557 9,364 TOTAL, NET 639,068 The decrease in receivables between 2020 and 2021 is explained by the decrease in the current account vis-à-vis the Plastic Omnium Group central treasury, in the amount of €80 million, mainly related to the subscription to the capital increases of the Plastic Omnium Inc. and Plastic Omnium Holding Shanghai subsidiaries and the sale of tax receivables for €12.2 million (see note “Significant events”). Other receivables mainly include: ● the tax current accounts of the subsidiary members of the tax group, of which Compagnie Plastic Omnium is the parent company, for an amount of €3.4 million; ● a debt owed by the subsidiaries of €8.6 million for the 594,273 shares that are the subject of the free performance share award plans. The costs associated with the May 2, 2019, December 11, 2020 and April 23, 2021 plans will be invoiced by Compagnie Plastic Omnium SE to the subsidiaries whose employees and corporate officers benefit from the plans. Treasury shares allocated to free share allocation plans are the subject of a provision for expenses of equal amount (see Note H). Trade receivables mainly consisted of €3.4 million of accrued income from Plastic Omnium Group companies, including €2.8 million in brand royalties and €0.6 million for the re-invoicing of patent protection costs. Tax receivables primarily include: ● €0.8 million of research tax credits from failure to achieve subsidiaries consolidated for tax purposes; ● a carrying amount of €2 million in respect of tax withholding at source to be offset against income tax of companies in the tax consolidation group; ● €3.3 million of deductible VAT. 296 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements E – CASH AND CASH EQUIVALENTS In thousands of euros 2020 47,761 25 + 1,170 - 14,744 25 2021 34,187 20,017 188,389 242,593 (144) Short-term investment securities Other short-term investment securities Bank accounts 20,017 31,421 52,608 (144) 156,968 204,754 - - TOTAL, GROSS 14,769 - Provisions for short-term investment securities TOTAL, NET 204,754 52,464 14,769 242,449 The item “Short-term investment securities” includes 927,840 treasury shares reserved for stock option plans, with a gross value of €23.5 million and 594,273 treasury shares reserved for the Performance Share Award Plans, with a gross value of €10.7 million. At December 31, 2021, treasury shares were broken down by plan as follows: Number of shares allocated at 12/31/2021 Carrying amount at 12/31/2020 (in thousands of euros) 2015 Stock Option Plan 2017 Stock Option Plan TOTAL 591,840 336,000 927,840 13,937 9,519 23,456 Number of shares allocated at 12/31/2021 Carrying amount at 12/31/2020 (in thousands of euros) Performance Share Plan 2019 Authorized by the Board of Directors on May 2, 2019 319,953 228,373 5,971 3,590 Performance Share Plan 2020 Authorized by the Board of Directors on December 11, 2020 Performance Share Plan 2021 6 Authorized by the Board of Directors on February 17, 2021 45,947 1,170 TOTAL 594,273 10,731 ● At December 31, 2021, the number of unexercised stock options per stock option plan was as follows: plan authorized by the Extraordinary General Meeting of Shareholders of April 28, 2016 and decided by the Board of Directors’ meeting of February 22, 2017: 302,500 stock options. ● plan authorized by the Extraordinary General Meeting of Shareholders of April 25, 2013 and decided by the Board of Directors’ meeting of July 21, 2015: 591,840 stock options; The change of €20 million in other short-term investment securities corresponds to short-term investments made by Compagnie Plastic Omnium SE during the 2021 fiscal year. F – ACCRUALS In thousands of euros 2021 615 2020 543 Prepaid expenses Deferred charges (debt issuance costs) Bond redemption premiums Translation differences – assets TOTAL, NET 3,232 2,064 560 4,380 2,658 513 6,471 8,094 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 297 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 G – CHANGE IN EQUITY In thousands of euros Capital 2020 8,914 + - 2021 8,827 - 87 Additional paid-in capital Translation differences Legal reserve 17,389 245 - - 17,389 245 - - 1,501 - - - - 1,501 Other reserves 8,956 8,956 Carried forward 1,297,147 104,496 - 104,496 100,758 - 104,215 104,496 - 1,297,428 100,758 - Net income for the year Regulated provisions TOTAL 1,438,648 205,254 208,798 1,435,104 In accordance with the authorization granted by the Combined General Meeting of April 23, 2020, the Board of Directors decided on February 17, 2021 to proceed on February 25, 2021 with a share capital reduction in the amount of €86,637.24 corresponding to the cancelation of 1,443,954 shares with a par value of €0.06. The share capital was reduced to €8,827,329.18 and is divided into 147,122,153 shares with a par value of €0.06. The number of shares held as treasury shares totals 2,061,413 and represents 1.4% of the Company’s capital. Movements for the year concerning treasury shares were as follows: Number as at 01/01/2021 Share transfers Capital Number as at In number of shares Purchases Sales - reduction(1) 12/31/2021 Treasury shares held for cancelation Treasury shares allocated to stock option plans 735,310 831,532 - - (1,166,842) (207,512) 400,000 1,458,052 (286,200) (36,500) 927,840 Treasury shares allocated to the 04/23/2021 Free Performance Share Award Plan(1) - - - - - 45,947 - - - 45,947 Treasury shares allocated to the 12/11/2020 Free Performance Share Award Plan 228,373 228,373 Treasury shares allocated to the 05/02/2019 Free Performance Share Award Plan 400,000 12,500 - 1,353,355 2,184,887 (1,000) (1,226,555) (1,513,755) (9,447) (69,600) 319,953 139,300 Treasury shares allocated to liquidity contracts - - TOTAL 2,834,235 0 (1,443,954) 2,061,413 (1) See Note “Significant events of the year.” Gross value at 12/31/2021 Gross value at 01/01/2021 Share transfers Capital In value In thousands of euros Purchases Sales - reduction(1) Treasury shares held for cancelation 13,226 36,706 23,387 - - (26,200) (5,517) 10,413 23,455 Treasury shares allocated to stock option plans (6,740) (994) Treasury shares allocated to the 04/23/2021 Free Performance Share Award Plan - - - - - 1,170 - - - 1,170 3,590 Treasury shares allocated to the 12/11/2020 Free Performance Share Award Plan 3,590 Treasury shares allocated to the 05/02/2019 Free Performance Share Award Plan 7,465 352 - 36,640 60,027 (18) (33,833) (40,591) (176) (1,299) 5,972 3,159 Treasury shares allocated to liquidity contracts - TOTAL 61,339 0 (33,016) 47,759 (1) See Note “Significant events of the year.” 298 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements H – PROVISIONS FOR CONTINGENCIES AND CHARGES In thousands of euros 2020 514 + 561 Utilized (-) Surplus (-) 2021 561 Provisions for foreign exchange losses Provisions for contingencies and charges on Performance Share Plans Other provisions for contingencies and charges Provisions for taxes (see Note P) - - - - - (514) 8,251 1,425 60,160 70,350 1,170 72 (864) 8,557 1,497 70,443 81,058 - - 10,283 12,086 TOTAL (1,378) Compagnie Plastic Omnium SE recognized a provision for expenses of €1.2 million in respect of the 45,947 free performance shares granted to corporate officers of Compagnie Plastic Omnium SE and its subsidiaries under the April 23, 2021 plan. amount of €0.3 million, on account of forfeited rights, the provision for expenses recognized in respect of the 228,373 free performance shares granted to the employees and corporate officers of Compagnie Plastic Omnium SE and its subsidiaries under the December 11, 2020 plan. It reversed, on account of the failure to achieve the performance conditions and forfeited rights, the €0.6 million provision for expenses recognized in respect of the 319,953 free performance shares granted to the employees and corporate officers of Compagnie Plastic Omnium SE and its subsidiaries under the May 2, 2019 plan. It also reversed in the Compagnie Plastic Omnium SE increased the provision for taxes to €70.4 million at December 31, 2021, to take into account the use by the tax group of tax losses that may be used subsequently by its subsidiaries. Compagnie Plastic Omnium SE is obliged to return the tax savings to the subsidiaries when they become profitable again. I – LIABILITIES Maturity date < 1 year Maturity date 1-5 years Maturity date > 5 years In thousands of euros Bonds 2021 1,105,791 - 5,791 - 1,100,000 - - - - - - - - Bank borrowings Other borrowings TOTAL NET FINANCIAL LIABILITIES Trade payables - 333,531 1,439,322 12,236 3,334 333,531 339,322 12,236 3,334 - 1,100,000 - - 6 Accrued taxes and payroll costs Other liabilities 32,871 1,487,763 14,014 368,906 18,857 1,118,857 TOTAL Net financial liabilities No new bonds were issued to financial institutions during the fiscal year. Bonds The main features of the bonds totaling €1,100 million as of December 31, 2021 are presented below: Schuldschein private placement of June 16, 2016 Private placement Issue (in euros) Schuldschein 300,000,000 June 17, 2023 1.478% Maturity Annual coupon – Fixed rate PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 299 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 Bond issue of June 26, 2017 Bond issue Euro Bond 500,000,000 June 26, 2024 1.250% Issue (in euros) Maturity Annual coupon – Fixed rate Listed Euronext Paris Schuldschein private placement of December 21, 2018 Private placement Issue (in euros) Schuldschein 300,000,000 Maturity December 21, 2025 1.632% Annual coupon – Fixed rate ● ● Accrued interest payable on bonds amounted to €5.8 million at December 31, 2021. €322.5 million of commercial paper issued; financial instruments valued at €1.3 million (see Note “Portfolio of financial instruments”). Other borrowings Miscellaneous loans and borrowings totaling €333.5 million at December 31, 2021 mainly consisted of: Forward financial instruments and hedging transactions The currency swaps portfolio, created to hedge foreign-currency loans granted to subsidiaries, stood as follows: ● the remaining financial commitment to the Aster VI institutional venture capital (FPCI) fund of €8.7 million; Portfolio at December 31, 2021 Fair value Liabilities Currency Nominal Currency Fair value Assets In thousands of euros Fair value (73) CNY/EUR USD/EUR IDR/EUR TOTAL 390,000 163,300 16,205,000 - 90 309 - (163) (1,138) (1) (829) (1) 399 (1,302) (903) Portfolio at December 31, 2020 Fair value Liabilities Currency Nominal Currency Fair value Assets In thousands of euros Fair value 793 CNY/EUR USD/EUR TOTAL 390,000 163,300 - 978 4,476 5,454 (185) (289) (474) 4,187 4,980 Other liabilities mainly relate to tax current accounts with the other corporate members of the tax group for €31.2 million (including €29.1 million relating to tax credits). Trade payables, tax and other liabilities Compagnie Plastic Omnium SE had an income tax liability in respect of the tax consolidation group of €2.5 million and a liability with social organizations of €0.6 million at December 31, 2021. 300 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements Accrued expenses In thousands of euros Other bonds, accrued interest Bank borrowings and liabilities Net financial liabilities Trade payables 2021 5,791 - - 10,582 1,294 17,667 Other liabilities TOTAL Related companies Balance sheet items In thousands of euros 2021 Assets Equity investments Loans 1,319,868 749,407 5,109 Trade receivables Financial receivables – Current accounts Other receivables Liabilities 624,949 11,994 Trade payables Other liabilities 779 31,243 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 301 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 NOTES TO THE INCOME STATEMENT J – REVENUE AND OTHER OPERATING REVENUE Total revenue excluding expense transfers and provision reversals breaks down as follows: In thousands of euros By business segment Property management income Other expenses re-invoiced License and service fees TOTAL 2021 2020 5 1,730 53 3,177 28,722 30,457 26,678 29,908 By region France 4,462 25,995 30,457 5,514 24,394 29,908 International TOTAL The increase in revenue is mainly due to the increase in fees invoiced to subsidiaries in connection with the increase in their revenue used as a basis for invoicing. K – PURCHASES AND EXTERNAL CHARGES In thousands of euros 2021 0 2020 687 Services to Senior Executives Overheads and headquarters expenses Professional fees 706 694 13,139 4,449 597 5,094 1,128 125 Advertising, print collateral and publication Travel and entertainment Bank charges 6,877 9,986 35,754 7,021 9,670 24,419 Other purchases and external charges TOTAL In view of the changes in corporate governance on January 1, 2020, Burelle SA stopped invoicing Compagnie Plastic Omnium SE for services. The amount recognized for fiscal year 2020 corresponds to an additional billing of €0.6 million for 2019. The increase in purchases and external expenses mainly relates to fees related to the files studied as part of external growth projects and to the communication item due to the Plastic Omnium Group’s participation in the IAA Motor Show in Munich. 302 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements L – PERSONNEL COSTS In thousands of euros Wages and salaries Payroll taxes 2021 950 2020 1,875 562 366 TOTAL 1,316 2,437 The Board of Directors of Compagnie Plastic Omnium SE of February 17, 2021 approved the principles and criteria for the compensation of the Chairman of the Board of Directors. This compensation is recognized in personnel costs. M – DEPRECIATION, AMORTIZATION AND IMPAIRMENT Change in depreciation In thousands of euros Trademarks patents and software Fixtures and fittings 2020 964 + 4 - - 2021 968 86 6 - 92 Office equipment and furniture TOTAL 556 77 87 - 633 1,606 0 1,693 Changes in provisions In thousands of euros 2020 + - 2021 On assets Financial assets Other receivables Cash and cash equivalents TOTAL 71,317 1,282 0 241 1,604 144 - 1,282 - 71,558 1,604 144 72,599 1,989 1,282 73,306 On liabilities Regulated provisions - 4,661 3,590 - - - - 534 330 - 4,127 3,260 Provisions for contingencies and charges under the Performance Share Plan of May 2, 2019 6 Provisions for contingencies and charges under the Performance Share Plan of April 30, 2020 Provisions for liabilities and charges under the Performance Share Plan of April 23, 2021 - 1,939 1,170 633 - 1,170 2,058 Other provisions for contingencies and charges 514 Provisions for taxes 60,160 70,350 10,283 12,086 70,443 81,058 TOTAL 1,378 The reversals of provisions for contingencies and charges on the plans of May 2, 2019 and December 11, 2020 were recognized in view of the failure to achieve the performance conditions and the forfeited rights following the departure of beneficiaries. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 303 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 N – NET FINANCIAL INCOME (EXPENSE) In thousands of euros 2021 101,262 197 2020 152,206 154 Dividend income Other financial income and expenses Interest income and expense Net gain on disposal of short-term investment securities Foreign exchange gains and losses Provision charges and reversals TOTAL 13,157 - 8,569 - 52 344 (1,220) 113,448 (62,814) 98,459 Dividend income includes €92.5 million in dividends from French subsidiaries and €8.7 million received from international subsidiaries. The net amount of allocations to provisions mainly relates to the amortization of bond redemption premiums in the amount of €0.7 million, an additional charge of €0.1 million in respect of the negative situation of a subsidiary, an additional allocation of €0.1 million on other long-term investments, an allocation of €0.1 million on contingencies and charges and an allocation to provisions of €0.1 million on treasury shares. The increase in net interest income is due to the decline in interest expenses, due to the repayment of the €500 million bond issue in May 2020. O – NON-OPERATING ITEMS 2021 2020 In thousands of euros Income Expenses Net (8) Net On revenue transactions - - 8 - - - On disposals of property, plant and equipment On disposal of financial assets - - - - - On disposal of shares allocated to the plans Other non-operating income and expenses Invoices to be issued to subsidiaries based on Performance Share Plans Allocations to and reversals of provisions on Performance Share Plans TOTAL 19 19 0 977 306 864 2,166 1,073 - (96) 306 (306) (104) 1,701 - 1,170 2,270 122 1,823 Other net non-operating income and expenses correspond to transactions carried out on treasury shares under the stock option programs and the liquidity contract. The costs associated with the free share allocation plans of May 2, 2019, December 11, 2020 and April 23, 2021 will be invoiced by Compagnie Plastic Omnium SE to the subsidiaries whose employees and corporate officers benefit from the plans. The amounts concerned are recognized under “Invoices to be issued to subsidiaries under Free Share Allocation Plans”. Treasury shares allocated to Free Share Allocation Plans are the subject of a provision for expenses of equal amount (see Note D). The reversal of the provision corresponds to the forfeiting of rights, as some beneficiaries left the Group in 2021. Related companies Income statement items In thousands of euros Related companies Income Net revenue and other operating revenue Financial income 30,504 132,552 1,189 Non-operating income Expenses Operating expenses Financial expenses Non-operating expenses (10,983) (216) (864) 304 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements P – INCOME TAX Results for 2021 Non-operating In thousands of euros Current items Net 103,802 (92,081) 11,721 (3,328) 100,474 7,131 * Profit (loss) before tax * Tax implications 103,906 (104) (92,073) (8) = Base 11,833 (112) Current theoretical tax (28.40%) INCOME AFTER TAX AT THEORETICAL (STANDARD) RATE Impact of Group relief (3,360) 32 100,546 (72) - - - - - - - - Other tax impacts (10,175) (3,044) 100,758 TOTAL CORPORATE INCOME TAX INCOME AFTER TAX Compagnie Plastic Omnium is the parent company of a tax consolidation group comprising 17 entities. The tax consolidation group’s tax loss carryforwards represent €68 million, i.e. estimated future tax savings of €17.5 million at the rate of 25.82% (rate used for deferred taxes). The tax consolidation impact for fiscal 2021 was income of €7.1 million. Unrecognized deferred tax assets and liabilities, excluding tax loss carryforwards, calculated at a tax rate of 25.82%, broke down as follows at December 31, 2021: The other impacts, for an amount of -€10.2 million, mainly correspond to the provision allocated for the amount of tax losses used by the tax group and likely to be assigned subsequently by its subsidiaries. In thousands of euros 2021 6 Translation differences – liabilities Translation differences – assets TOTAL NET DEFERRED TAX ASSET (145) (139) 6 OTHER DISCLOSURES OFF-BALANCE SHEET COMMITMENTS Commitments given In thousands of euros Unused EUR credit lines(1) Unused GBP credit lines(1) Endorsements, sureties and guarantees given(1) Collateral 2021 30,000 47,603 276,344 - TOTAL 353,947 (1) Guarantees given to banks on behalf of subsidiaries as part of their financing. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 305 2021 STATUTORY FINANCIAL STATEMENTS Notes to the statutory financial statements 6 Commitments received In thousands of euros 2021 Unused credit lines 1,786,000 Endorsements, guarantees and guarantees received - Collateral - TOTAL 1,786,000 During fiscal year 2021, Compagnie Plastic Omnium SE set up an additional credit line of €20 million, replacing a €50 million line that had reached maturity. The outstanding amount of confirmed medium-term credit lines was thus increased to €1,840 million at December 31, 2021, of which €150 million was for the benefit of Group subsidiaries. The subsidiaries had drawn down €54 million from credit lines at the end of 2021. Compagnie Plastic Omnium had not made any drawdowns at the end of 2021. Subsequent events None. Other The identity of the parent company consolidating the financial statements of Compagnie Plastic Omnium is: Burelle SA – 19, boulevard Jules-Carteret – 69342 Lyon Cedex 07, France. At December 31, 2021, Burelle SA held 59.35% of the capital of Compagnie Plastic Omnium SE versus 58.78% at December 31, 2020 (% excluding treasury shares). Loans and advances to executive corporate officers No loans or advances were made to executive corporate officers of the Company as defined in Article L. 225-43 of the French Commercial Code. Compensation of management bodies The total compensation paid to management bodies in fiscal year 2021 amounted to €1,729,315. 306 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Five-year financial summary 6.5 FIVE-YEAR FINANCIAL SUMMARY In thousands of euros 2017 2018 2019 2020 2021 1 – Capital at year-end a) Share capital 9,058 150,976,720 0 8,914 148,566,107 0 8,914 148,566,107 0 8,914 148,566,107 0 8,827 b) Number of shares issued 147,122,153 c) Number of bonds convertible into shares 2 – Transactions and results of the fiscal year a) Revenue excluding tax and other operating revenue b) Profit before tax, depreciation, amortization and provisions c) Income tax 43,994 (11,484) 17,559 49,672 210,014 12,131 41,571 269,118 1,384 31,349 99,335 3,889 31,840 106,447 3,044 d) Profit after tax, depreciation, amortization and provisions e) Amount of profits distributed 111,728 98,821 231,797 108,169 271,774 71,221 104,496 71,287 100,758 41,194 3 – Earnings per share a) Profit after tax, before depreciation, amortization and provisions b) Profit after tax, depreciation, amortization and provisions c) Dividend paid per share 0.04 0.74 0.67 1.50 1.56 0.74 1.82 1.84 0.49 0.69 0.70 0.49 0.70 0.68 0.28 4 – Personnel a) Number of employees 0 0 0 0 0 0 1 1 b) Total payroll 1,875 950 c) Employee benefits expense (social security, private welfare programs, etc.) 0 0 0 562 366 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 307 2021 STATUTORY FINANCIAL STATEMENTS Table of subsidiaries and affiliates 6 6.6 TABLE OF SUBSIDIARIES AND AFFILIATES Share capital and currency Subsidiaries % interest 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% PLASTIC OMNIUM AUTO EXTERIORS SA – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM AUTO INERGY SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM GESTION SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM FINANCE SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MANAGEMENT 4 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MODULES SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM GmbH – Walter-Gropius – Strasse 17 – 80807 Munich – Germany PLASTIC OMNIUM RE AG – Bahnhofstrasse 28 – 6300 Zug – Switzerland €5,810,400 €119,796,330 €2,011,500 €247,500 €602,253 €387,221,805 €13,500,000 CHF 16,167,000 $60,100 PLASTIC OMNIUM INC. – 1209 Orange Street, Wilmington, Delaware 19801 – United States PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD RM 3501, F35 Building 2, no. 391 Guiping Road – Shanghai – People’s Republic of China €100,000,000 €100,000 100.0% 100.0% 100.0% PLASTIC OMNIUM MANAGEMENT 6 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France PLASTIC OMNIUM MANAGEMENT 7 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 Affiliates BPO AS – Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey TRL 5,000,000 50.0% In thousands of euros Carrying amount of shares held Gross Subsidiaries Affiliates 1,385,674 1,315,636 974,201 95,036 4,231 4,231 0 Net Loans and advances granted Dividends received 6,226 308 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Table of subsidiaries and affiliates TABLE OF SUPPLIER AND CUSTOMER PAYMENT TERMS AS MENTIONED IN ARTICLE D. 441-6 OF THE FRENCH COMMERCIAL CODE Invoices received or issued but unpaid and past due as of the reporting date (Table pursuant to Article D. 441-6-I of the French Commercial Code) Article D. 441 I. – 1° of the French Commercial Code: invoices received and unpaid at the reporting date which are past due Article D. 441 I. – 2° of the French Commercial Code: invoices issued and unpaid at the reporting date which are past due Total 61 to 91 days (1 day or reference) 30 days 60 days 90 days or more more) reference) 30 days 60 days 90 days or more Total 0 day (as 1 to 31 to 0 day (as 1 to 31 to 61 to 91 days (1 day or In thousands of euros more) (A) Portion past due Number of invoices in question - - - - - 451 1.30% - - 44 - - 52 464 1.34% - - - - - - - 42 2,267 - Total amount of invoices in question including tax 51 (82) 661 0 20 1,586 Percentage of total purchases including tax in the period 0.13% 0.15% -0.24% Percentage of year’s revenue including tax - - - - 2.11% 0.00% 0.06% 5.06% 7.23% (B) Invoices excluding (A) involving disputed or non-recognized liabilities and receivables Number of invoices excluded 0 0 0 0 Total amount of invoices excluded (C) Reference payment periods used (contractual or legal period – Article L. 441-6 or Article L. 443-1 of the French Commercial Code) 30 days from invoice date – 30 days from the end of the month 45 days from invoice date – 45 days from the end of the month 60 days from invoice date Payment periods used in calculating late payments Upon receipt 6 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 309 2021 STATUTORY FINANCIAL STATEMENTS Statutory Auditors’ report on the annual financial statements 6 6.7 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2021 This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to the shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the annual general meeting of Compagnie Plastic Omnium S.E., OPINION In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying financial statements of Compagnie Plastic Omnium for the year ended December 31, 2021. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2021 and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. BASIS FOR OPINION AUDIT FRAMEWORK We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. INDEPENDENCE We conducted our audit engagement in compliance with independence rules applicable to us, for the period from 1st January 2021 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014 or in the French Code of ethics (code de déontologie) for statutory auditors. JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS Due to the global crisis related to the Covid-19 pandemic, the financial statements of this period have been prepared and audited under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies’ internal organisation and the performance of the audits. It is this complex and evolving context that, in accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements. 310 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Statutory Auditors’ report on the annual financial statements VALUATION OF EQUITY INVESTMENTS AND RECEIVABLES RELATED TO EQUITY INVESTMENTS Note "Accounting principles and methods - Equity investments and related receivables", note "C - Investments" and note "M - Depreciation, amortization and impairment" of the notes to the financial statements. Equity investments of Compagnie Plastic Omnium SE. amount to € 1 390 million as of December 31, 2021. KEY AUDIT MATTER As described in the note "Accounting principles and methods - Equity investments and related receivables" in the appendix to the financial statements, a provision for impairment is recorded when the value in use or the probable realization value is lower than the net book value. Value in use is determined using a multi-criteria approach, based on management’s judgment, taking into account the share of net equity and an enterprise value approach based on discounted future cash flows in view of current market conditions and the subsidiaries’ medium-term business plans. As described in the note C « Investments » in the appendix of the financial statements, in the current context of the Covid-19 sanitary crisis and the decrease in business activity due to the semiconductor shortage, impairment tests have been performed on subsidiaries’ equity investments. The valuation of equity investments is considered as a key audit matter given the importance of equity investments in the balance sheet and because of the judgments to be made by management to estimate the profit outlook of the subsidiaries, including those related to the health crisis linked to Covid-19 and the decrease in business activity. OUR RESPONSE Our work consisted in: ● Comparing the net book value of equity securities with the net equity of these companies; ● Reviewing the analyses conducted by your company; ● Examining the existence of indication of impairment by:: ● Interviewing the Group’s Finance Department on the results and profit outlook of the different companies; ● reviewing the minutes of the meetings of the Board of Directors of Compagnie Plastic Omnium. ● Examining, when applicable, the valuation methodology and the arithmetical accuracy of the calculation of the recoverable value and verifying the consistency of assumptions used with the economic environment at the reporting and closing dates, in particular in the context of the Covid-19 pandemic, and the semiconductor shortage, and its impact on the profitability prospects of your company’s subsidiaries. ● Comparing the discount and long-term growth rates used to our internal databases with the help of our valuation specialists. 6 SPECIFIC VERIFICATIONS We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law and regulations. INFORMATION GIVEN IN THE MANAGEMENT REPORT AND OTHER DOCUMENTS SENT TO SHAREHOLDERS ON THE FINANCIAL POSITION AND THE FINANCIAL STATEMENTS We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the other documents addressed to the shareholders with respect to the financial position and the financial statements. In accordance with French law, we report to you that the information relating to payment times referred to in Article D. 441-6 of the French Commercial Code (Code de commerce) is fairly presented and consistent with the financial statements. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 311 2021 STATUTORY FINANCIAL STATEMENTS Statutory Auditors’ report on the annual financial statements 6 REPORT ON CORPORATE GOVERNANCE We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L.225-37-4, L. 22-10-10 and L.22-10-9 of the French Commercial Code (code de commerce). Concerning the information provided in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating to remunerations and benefits paid or granted to corporate officers and any other commitments made in their favor, we have verified its consistency with the financial statements or with the data used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlled by it that are included in the scope of consolidation. Based on this work, we attest to the accuracy and fairness of this information. Concerning the information relating to the elements that your company considered likely to have an impact in the event of a takeover bid or exchange offer, provided in accordance with the provisions of Article L. 22-10-11 of the French Commercial Code, we have verified its compliance with the documents from which it was derived, and which were communicated to us. Based on this work, we have no observations to make on this information. OTHER INFORMATION In accordance with the French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights have been disclosed in the management report. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS FORMAT FOR THE PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS FOR INCLUSION IN THE ANNUAL FINANCIAL REPORT We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of Chief Executive Officer, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17 December 2018. Based on the work we have performed, we conclude that the presentation of the financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the financial statements that will ultimately be included by your company in the annual financial report filed with the AMF are in agreement with those on which we have performed our work. APPOINTMENT OF THE STATUTORY AUDITORS We were appointed as statutory auditors of Compagnie Plastic Omnium by the annual general meeting held on December 28, 1977 for MAZARS and on April 29, 2010 for ERNST & YOUNG et Autres As at December 31, 2021, MAZARS and ERNST & YOUNG et Autres were in the 45th year and 12th year of total uninterrupted engagement respectively Previously, ERNST & YOUNG Audit was statutory auditor since 2001. 312 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Statutory Auditors’ report on the annual financial statements RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The financial statements were approved by the Board of Directors. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS OBJECTIVES AND AUDIT APPROACH Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L.823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:: ● Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 6 ● Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. ● Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements. ● Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein. ● Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 313 2021 STATUTORY FINANCIAL STATEMENTS Statutory Auditors’ report on the annual financial statements 6 REPORT TO THE AUDIT COMMITTEE We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the French Commercial Code (Code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. Paris-La Défense, March 9, 2022 The Statutory Auditors French original signed by Mazars Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 314 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 2021 STATUTORY FINANCIAL STATEMENTS Special Auditors' report on related-party agreements 6.8 SPECIAL AUDITORS' REPORT ON RELATED-PARTY AGREEMENTS ANNUAL GENERAL MEETING HELD TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as statutory auditors of your Company, we hereby present our report on on related party agreements. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval. We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year ended 31 December 2021, of the agreements previously approved by the Annual General Meeting. We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents. AGREEMENTS SUBMITTED FOR APPROVAL TO THE ANNUAL GENERAL MEETING We hereby inform you that we have not been notified of any agreements authorized during the year ended 31 December 2021 to be submitted to the Annual General Meeting for approval in accordance with Article L.225 -38 of the French Commercial Code (Code de commerce). AGREEMENTS PREVIOUSLY APPROVED BY THE ANNUAL GENERAL MEETING 6 In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been notified that the implementation of the following agreements, which were approved by the Annual General Meeting in prior years, continued during the year ended 31 December 2021. WITH THE ENTITY BURELLE, WHICH DIECTLY OWNS 59.35 % OF YOUR COMPANY'S SHARE CAPITAL. PERSONS CONCERNED Mr. Laurent Burelle, President and CEO of Burelle SA, Mr. Paul Henry Lemarié, Mr. Jean Burelle and Mrs. Éliane Lemarié and Félicie Burelle, directors of Burelle SA. Additional retirement plan agreement of the General Management Group NATURE AND PURPOSE This agreement was authorized by the Board of Directors on 11 December 2003 and approved by your Shareholders’ Meeting on 22 April 2004. Its aim is the reinvoicing, by the entity Burelle S.A., of the share of the cost for the supplementary retirement plan, which provides to social agents in salaried positions, an additional pension of 10% of their current compensation. This share is proportional to the compensation supported by Burelle and your company. As of December 31, 2021, no payments have been made by Burelle S.A. under the supplementary pension plan. Your Company has therefore not recognized any expense in respect of its share of the pension plan expense. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 315 2021 STATUTORY FINANCIAL STATEMENTS Special Auditors' report on related-party agreements 6 WITH BPO-B. PLAS PLASTIC OMNIUM OTOMOTIV PLASTIK VE METAL YAN SANAYI A.S., WHOSE 50% OF THE VOTING RIGHTS IS OWNED BY YOUR COMPANY. Royalty agreement for licensing and technical assistance. NATURE AND PURPOSE This agreement was authorized by the Board of Directors on 26 February 2013. It has a purpose of utilizing designs, models, industrial processes, know-how, and related technical assistance services associated with your company. The agreement, entered on 21 December 2001, had a duration of five years and is tacitly renewable. TERMS AND CONDITIONS The royalties will be billed by your company at the rate of 1.5% of the net sales of the licensed products made by BPO-B.PLAS-Plastic Omnium Otomotiv Plastik A.S. On 31 December 2021, your company had billed BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi A.S. for an amount of 298,762.49ꢀeuros. WITH YANFENG PLASTIC OMNIUM AUTOMOTIVE SYSTEMS CO LTD, WHOSE 49.95% OF THE SHARE CAPITAL IS INDIRECTLY OWNED BY YOUR COMPANY. PERSONS CONCERNED M. Laurent Favre, Director and Managing Director of your company and Director of Yanfeng Plastic Omnium Automotive Exterior Systems CO LTD. Royalty agreement for trademark concession for Company Plastic Omnium NATURE AND PURPOSE This agreement was authorized by the Board of Directors on 26 February 2013. It has a purpose of using the trademarks of your company. TERMS AND CONDITIONS Royalties will be billed by your company at a rate of 0,25 % of the benefits the company receives from the agreement. The agreement has a duration of 30 years. On 31 December 2021, your company has recognised income in the respect of royalty to be charged to Yanfeng Plastic Omnium Automotive Systems Exterior Systems CO Ltd for an amount of 2,603,353.62 euros. Paris-La Défense, March 9, 2022 The Statutory Auditors Mazars Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 316 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 7 CAPITAL and shareholding structure 7.1 SHARE CAPITAL INFORMATION 318 318 7.2 INFORMATION ON THE SHAREHOLDING STRUCTURE 7.3 THE PLASTIC OMNIUM SHARE Share management 318 318 319 7.3.1 7.3.2 7.3.3 Dividends distributed to shareholders Compagnie Plastic Omnium SE share price and transaction volumes 320 7.4 RELATIONS WITH THE FINANCIAL COMMUNITY Institutional investors 321 321 321 7.4.1 7.4.2 Individual shareholders 7.5 FINANCIAL COMMUNICATION AND SHAREHOLDER CALENDARS 322 322 322 7.5.1 7.5.2 Financial communication calendar Shareholders' calendar 7.6 CONTACTS 322 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 317 CAPITAL AND SHAREHOLDING Share capital information 7 7.1 SHARE CAPITAL INFORMATION For information regarding the share capital of Compagnie Plastic Omnium SE see chapter 3, section 3.5 “Information regarding the share capital” in this document. 7.2 INFORMATION ON THE SHAREHOLDING STRUCTURE BREAKDOWN OF THE SHAREHOLDING STRUCTURE OF COMPAGNIE PLASTIC OMNIUM SE AT DECEMBER 31, 2021 At its meeting of February 17, 2021, the Board of Directors of Compagnie 38.3% Public Plastic Omnium SE decided to cancel 1,443,954 treasury shares, representing 0.97% of the share capital. This transaction was completed on February 25, 2021. Following this capital reduction through the cancellation of treasury shares, the share capital of Compagnie Plastic Omnium SE was reduced from 148,566,107 shares to 59.3% BURELLE SA 147,122,153 shares, each with a par value of €0.06, i.e. €8,827,329.18. After this transaction, the controlling holding company Burelle SA increased its stake from 58.78% to 59.35% of the share capital. 1.0% Employees 1.4% Treasury shares 7.3 THE PLASTIC OMNIUM SHARE 7.3.1 SHARE MANAGEMENT 7.3.1.1 PLASTIC OMNIUM SHARE FACT SHEET The Company’s securities are traded on the Euronext Paris market (ISIN code: FR0000124570). Plastic Omnium is included in the SBF120 index. The par value of the share is €0.06. It is eligible for the deferred settlement service (SRD). BNP Paribas Securities Services is the registrar for shares held in registered form. The issuers’ service can be reached at +33 (0)826 109 119. There you may obtain all share performance data. For all other requests, Shareholders’ Services can be contacted on the following toll-free number: +33 (0)800 777 889. A dedicated “Become a shareholder” page is available on the Group’s website, under the Finance, Shareholders section. It lists the different ways to hold shares and indicates the procedures to be followed. Kepler Cheuvreux was appointed to intervene in the purchase and sale of the shares on behalf of Compagnie Plastic Omnium SE on the Euronext Paris market. The terms and conditions were set out in a liquidity agreement valid from January 2, 2015, with regard to its ordinary shares (Paris – ISIN code FR0000124570). On January 28, 2019, Plastic Omnium made an additional contribution of €3 million to the liquidity agreement, increasing its overall budget to €6 million. 318 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CAPITAL AND SHAREHOLDING The Plastic Omnium share 7.3.1.2 TRADING DATA Share at December 31, 2021 €22,86 Average closing price of the last 30 trading sessions in 2021 €22,93 €34,30 on March 18, 2021 Highest price in 2021 €21,44 on September 16, 2021 Lowest price in 2021 Year-on-year increase at December 31, 2021 Plastic Omnium -19.0% +26.2% SBF 120 CAC Mid 60 +15.2% Market capitalization at December 31, 2021 €3,363 million 7.3.2 DIVIDENDS DISTRIBUTED TO SHAREHOLDERS Dividend per share proposed to the General Meeting of Shareholders of April 21, 2022: €0.28. CHANGE IN DIVIDENDS PER SHARE OVER FIVE YEARS (IN EUROS) 0.74 0.67 Despite a disrupted context, the Board of Directors of Compagnie Plastic Omnium SE decided to propose the payment of a dividend corresponding to a payout ratio of 32%, i.e. €0.28. 0.49 0.49 0.28 Dividends must be claimed within five years. Unclaimed dividends are paid back to the Caisse des Dépôts et Consignations. 2020 2021 2017 2018 2019 7 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 319 CAPITAL AND SHAREHOLDING The Plastic Omnium share 7 7.3.3 COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE AND TRANSACTION VOLUMES Highest price (in euros) Lowest price (in euros) Transaction volume (daily average) 2019 24.81 26.14 26.04 28.97 26.65 22.96 24.96 23,34 27.41 25.92 26.94 25.70 2020 25.81 23.96 19.08 17.36 19.67 20,88 19.32 19.23 23.04 24.16 29.64 29.32 2021 32.94 33.66 34.30 31.90 28.28 29.36 27.64 27.56 25.02 24.08 25.44 24.28 2019 19.21 21.20 23.34 24.76 20.60 20.63 20.30 19.64 21.41 20.88 24.37 24.02 2020 22.70 19.96 12.61 12.19 15.80 17.78 17.07 17.35 18.79 19.20 19.70 27.58 2021 27.80 29.72 29.88 27.96 27.18 26.34 24.88 25.52 21.44 21.60 21.46 21.60 2019 2020 179,341 249,184 370,622 223,351 200,949 279,071 183,250 108,724 188,340 225,318 259,984 145,349 2021 223,474 147,016 174,582 191,251 145,719 152,487 189,877 176,392 211,647 154,444 166,108 122,237 January February March 245,626 259,396 189,676 241,107 198,529 301,266 287,559 173,597 235,788 261,529 159,182 135,930 April May June July August September October November December CHANGE IN THE COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE IN 2021 28.22€ as at 12/31/2020 22.86€ as at 12/31/2021 Compagnie Plastic Omnium SE’s share price fell -19.0% in 2021. It recovered well in early 2021, with a share price of €34.30 on March 18, 2021. However, it was heavily impacted by the crisis related to the shortage of semiconductors and reached a low on September 16, 2021, closing at €21.44. 320 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com CAPITAL AND SHAREHOLDING Relations with the financial community 7.4 RELATIONS WITH THE FINANCIAL COMMUNITY The Investor Relations Department acts as the interface between the Group and the international financial community comprising: 7.4.1 INSTITUTIONAL INVESTORS ● institutional investors (equity, bond and ESG investors); ● ● This year, given the strict health conditions, dialog with the financial community mainly took the form of conferences, roadshows and virtual telephone meetings. In total, the Group interacted with more than 800 investors during 2021. financial analysts; individual shareholders. The Investor Relations Department provides all these market participants with accurate, precise and fairly-presented information in real time to keep them informed of the Group’s strategies, businesses, financial results, and short- and medium-term outlook. In addition, Senior Executives presented their Carbon Neutrality plan at a virtual conference held on December 8, 2021. During 2021, the Group repeated its governance roadshows and is continuing this in 2022. The Group also took part in several meetings with analysts and investors dedicated to ESG topics, an opportunity for the Group to present and discuss its governance and social and Sustainable Development strategy. All this information can be consulted in the “ACT FOR ALLTM” section of the Group’s website. The Plastic Omnium Group Investor Relations Department responds to all requests for information and documentation from any individual shareholder, financial analyst or institutional investor, whether existing or potential. It also makes available to them on its new website www.plasticomnium.com a dedicated “Finance” section, with three areas, “Analysts and Investors”, “Shareholders” and “Regulated Information”, which includes: ● the Universal Registration Document; 7.4.2 INDIVIDUAL SHAREHOLDERS ● the activity report; ● the interim financial report; At December 31, 2021, the Plastic Omnium Group had more than 14,500 individual shareholders. Since 2016, Plastic Omnium has strengthened its individual investor communication strategy by holding site visits. This year, the Covid-19 health restrictions have forced us to postpone this event to a later date. ● press releases; ● financial and investor presentations; ● the capital structure and all information relating to the Plastic Omnium share; In addition, in 2018 the Group resumed its attendance at individual Shareholder’s Meetings, an opportunity for the Group to meet its shareholders and to present its businesses, its strategy, its areas of development and innovation and its CSR commitments. The next event is planned for 2022 after the postponement of the meeting scheduled for December 2021. ● all documents relating to the General Meeting of Shareholders; ● and the Group’s financial communication agenda. All of this information is also available on smartphones and tablets on the Plastic Omnium app. This Plastic Omnium app may be downloaded via the App Store for iPhones and iPads or Google Play for Androids. The Investor Relations Department provides individual shareholders with two digital shareholder’s letters, published in March for the annual results and in July for the interim results, as well as a Shareholder’s Guide. All these documents are grouped together under “Shareholders”, available in the Finance section of the Group’s website. All of this information is also available on smartphones and tablets through the Plastic Omnium app (downloadable via the App Store for iPhones and iPads or Google Play for Androids). 7 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 321 CAPITAL AND SHAREHOLDING Financial communication and shareholder calendars 7 7.5 FINANCIAL COMMUNICATION AND SHAREHOLDER CALENDARS 7.5.1 FINANCIAL COMMUNICATION CALENDAR Publication of the 2021 annual results Publication of first quarter revenue for 2022 Publication of first-half 2022 results February 22, 2022 April 27, 2022 July 25, 2022 Publication of third quarter revenue for 2022 October 25, 2022 7.5.2 SHAREHOLDERS' CALENDAR General Meeting of Shareholders Ex-dividend date April 21, 2022 April 28, 2022 Dividend payment date Site visit* May 2, 2022 Second half of 2022 * If health conditions allow. 7.6 CONTACTS COMPAGNIE PLASTIC OMNIUM SE 1, allée Pierre Burelle 92593 Levallois Cedex – France Tel: +33 (0)1 40 87 64 00 Institutional investors and financial analysts For any meeting request: E-mail: [email protected] Individual shareholders Tel.: +33 (0) 800 777 889 (Toll-free number – free call from a landline in France) E-mail: [email protected] For all questions related to registered shares: BNP Paribas Securities Services Tel.: +33 (0) 826 109 119 322 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 8 GENERAL MEETING of Shareholders 8.1 AGENDA 324 324 324 8.1.1 8.1.2 Ordinary resolutions Extraordinary resolutions 8.2 EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022 326 326 339 8.2.1 8.2.2 Ordinary business Extraordinary business 8.3 8.4 STATUTORY AUDITORS’ REPORT ON THE REDUCTION IN CAPITAL 353 354 355 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT STOCK OPTIONS 8.5 8.6 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT EXISTING OR FUTURE FREE SHARES STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS 356 8.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN 358 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 323 SHAREHOLDERS' MEETING Agenda 8 8.1 AGENDA ● ● ● ● ● Sixteenth resolution: Approval of all compensation paid or awarded to corporate officers for the fiscal year ended December 31, 2021 in accordance with Article L. 22-10-34 I of the French Commercial Code 8.1.1 ORDINARY RESOLUTIONS Seventeenth resolution: Approval of the components of compensation paid or awarded for the fiscal year ended December 31, 2021 to Mr. Laurent Burelle, Chairman of the Board of Directors ● First resolution: Approval of the annual financial statements for the fiscal year ended December 31, 2021 ● Second resolution: Appropriation of net income for the fiscal year and Eighteenth resolution: Approval of the components of compensation paid or awarded for the fiscal year ended December 31, 2021 to Mr. Laurent Favre, Chief Executive Officer determination of the dividend ● Third resolution: Approval of the consolidated financial statements for the fiscal year ended December 31, 2021 Nineteenth resolution: Approval of the components of compensation paid or awarded for the fiscal year ended December 31, 2021 to Ms. Félicie Burelle, Managing Director ● Fourth resolution: Reports of the Statutory Auditors on related-party agreements and commitments – (i) Record of the absence of new agreements -(ii) Old agreements that continued during the fiscal year Twentieth resolution: Amount of compensation allocated to the members of the Board of Directors and the Censor ● Fifth resolution: Authorization to be granted to the Board of Directors to transact in the Company’s shares pursuant to the provisions of Article L. 22-10-62 of the French Commercial Code, duration of the authorization, purposes, terms, ceiling 8.1.2 EXTRAORDINARY RESOLUTIONS ● Sixth resolution: Renewal of the term of office as director of Ms. Amélie Oudéa-Castéra ● Seventh resolution: Appointment of a new director (Ms. Martina Buchhauser) ● Twenty-first resolution: Authorization to be given to the Board of Directors to cancel the shares bought back by the Company pursuant to Article L. 22-10-62 of the French Commercial Code, duration of the authorization, ceiling ● Eighth resolution: Renewal of the term of office of Ernst & Young et Autres as Principal Statutory Auditors ● ● Twenty-second resolution: Authorization to be given to the Board of Ninth resolution: Appointment of PricewaterhouseCoopers Audit to Directors to grant stock options to employees and/or certain corporate officers of the Company or related companies, duration of the authorization, ceiling, exercise price, maximum option term replace Mazars as Principal Statutory Auditors ● Tenth resolution: Non-renewal and non-replacement of Mr. Gilles Rainaut as Alternate Statutory Auditor ● Twenty-third resolution: Authorization to be given to the Board of ● Eleventh resolution: Non-renewal and non-replacement of Auditex as Alternate Statutory Auditor Directors to freely award existing and/or to be issued shares to employees and/or certain corporate officers of the Company or related companies, duration of the authorization, ceiling, duration of the vesting periods, particularly in the event of disability and retention ● Twelfth resolution: Approval of the compensation policy for the Chairman of the Board of Directors for fiscal year 2022 in accordance with Article L. 22-10-8 II of the French Commercial Code ● Twenty-fourth resolution: Delegation of authority granting the Board of ● Thirteenth resolution: Approval of the compensation policy for the Chief Executive Officer for fiscal year 2022 in accordance with Article L. 22-10-8 II of the French Commercial Code Directors powers to issue ordinary shares, and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, with preferential subscription rights, the duration of the delegation, the maximum nominal amount of the capital increase, ability to limit the increase to the amount of subscriptions, to distribute or launch a public offer for unsubscribed shares ● Fourteenth resolution: Approval of the compensation policy for the Managing Director for fiscal year 2022 in accordance with Article L. 22-10-8 II of the French Commercial Code ● Fifteenth resolution: Approval of the compensation policy for directors for fiscal year 2022 in accordance with Article L. 22-10-8 II of the French Commercial Code 324 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Agenda ● ● Twenty-fifth resolution: Delegation of authority granting the Board of Directors powers to issue ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, by way of a public offer, excluding the offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, and/or as consideration for securities as part of a public exchange offer, the duration of the delegation, the maximum nominal amount of the capital increase, the issue price, ability to limit the increase to the amount of subscriptions Twenty-ninth resolution: Delegation of authority granting the Board of Directors powers to issue, with cancelation of preferential subscription rights, ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, as consideration for equity securities or investment securities giving access to the share capital contributed as part of a public exchange offer initiated by the Company, the duration of the delegation, the maximum nominal amount of the capital increase ● Thirtieth resolution: Delegation of authority granting the Board of Directors powers to increase the share capital by issuing ordinary shares and/or investment securities giving access to Company shares with cancelation of preferential subscription rights, reserved for members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code, the duration of the delegation, the maximum nominal amount of the capital increase, the issue price, option to grant free shares in application of Article L. 3332-21 of the French Labor Code ● Twenty-sixth resolution: Delegation of authority granting the Board of Directors powers to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, by way of a public offer referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, duration of the delegation, the maximum nominal amount of the capital increase, the issue price, ability to limit the increase to the amount of subscriptions ● ● ● Thirty-first resolution: Delegation of authority granting the Board of Directors powers to reconcile the Company bylaws with legal and regulatory provisions ● Twenty-seventh resolution: Delegation of authority granting the Board of Directors powers to increase the number of shares to be issued, when a share issue is carried out, with or without preferential subscription rights, under the twenty-fourth through twenty-sixth resolutions, up to a maximum of 15% of the initial issue Thirty-second resolution: Ratification of the amendments carried out by the Board of Directors to reconcile the Company bylaws with legal and regulatory provisions ● Twenty-eighth resolution: Delegation of authority granting the Board of Directors powers to issue, with cancelation of preferential subscription rights, ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, as consideration for contributions in kind consisting of equity securities or investment securities giving access to the share capital, the duration of the delegation, the maximum nominal amount of the capital increase Thirty-third resolution: Powers for formalities 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 325 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 8.2 EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022 The text of the resolutions is preceded by an introductory paragraph setting out the reasons for each of the resolutions proposed. All of these paragraphs form the Board of Directors’ report to the General Meeting of Shareholders. 8.2.1 ORDINARY BUSINESS EXPLANATORY STATEMENT The Board of Directors proposes to the General Meeting of Shareholders the appropriation of net profit and the setting of the dividend for the fiscal year ended December 31, 2021 as follows: 1st, 2nd and 3rd resolutions: Approval of the statutory and consolidated financial statements for fiscal year 2021, allocation of income and determination of the dividend In light of the reports of the Board of Directors and the Statutory Auditors, the General Meeting of Shareholders is called upon to approve: In euros Given the retained earnings of 1,297,426,155 ● the statutory financial statements for fiscal year 2021, which show a net profit of €100,757,738 compared to €104,496,292 in 2020; and And net profit for the fiscal year ended December 31, 2021 of 100,757,738 ● the consolidated financial statements for fiscal year 2021, which show a consolidated net profit Group share of €126,372 thousand compared to a consolidated net loss of -€251,112 thousand in 2020. Total amount to be appropriated 1,398,183,893 The Board of Directors proposes to the General Meeting of Shareholders a net dividend for the fiscal year ended December 31, 2021 of €0.28 per share, i.e. a reduction of 43% compared to the previous year’s dividend. Upon payment, the dividend attributable to treasury shares held by the Company will be transferred to “Retained earnings.” If the General Meeting of Shareholders approves this proposal, shares will trade ex-dividend as of April 28, 2022 at midnight (Paris time) and the dividend will be paid on May 2, 2022. For individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code. The dividends for individual shareholders are subject to withholding at 12.8%. Over the last three fiscal years, dividends have been distributed as follows: Income not eligible for the tax Income eligible for the tax relief provided for in Article 158-3-2° of Article 158-3-2° of the French the French General Tax Code General Tax Code relief provided for in Number of shares with dividend rights Dividend per share Fiscal year 2018 Dividends 108,168,631 71,221,069 71,287,362 Other income Dividends Other income 146,173,826 145,349,120 145,484,413 0.74 0.49 0.49 - - - - - - - - - 2019 2020 The Board of Directors recommends that this amount be appropriated as follows: In euros Total amount to be appropriated 1,398,183,893 Appropriation: Net dividend distributed for 2021 41,194,203 1,356,989,690 1,398,183,893 Carried forward TOTAL APPROPRIATED 326 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 FIRST RESOLUTION: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 Consequently, the General Meeting set the net dividend for 2021 at €0.28 per share. As a reminder, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code for individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%. The dividends for individual shareholders are subject to withholding at 12.8%. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the annual financial statements for the fiscal year ended December 31, 2021, the report of the Board of Directors and the Statutory Auditors’ report for the fiscal year ended December 31, 2021, approves the financial statements for the said fiscal year as presented, as well as the transactions reflected in these financial statements or summarized in these reports, and showing, for said fiscal year, a net profit of €100,757,738. The coupon will be detached on April 28, 2022. This dividend will be paid on the date set by the Board of Directors, i.e. May 2, 2022. Compagnie Plastic Omnium SE shares held in treasury on the dividend payment date will be stripped of dividend rights and the related dividends will be credited to retained earnings. SECOND RESOLUTION: APPROPRIATION OF NET INCOME FOR THE FISCAL YEAR AND DETERMINATION OF THE DIVIDEND This appropriation will change the amount of shareholders’ equity to €1,393,909,185 and that of the reserves to €1,367,692,708. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings and noting the results for the year ended December 31, 2021 show a net profit of €100,757,738 and that retained earnings totaled €1,297,426,155 as of December 31, 2021, decides to appropriate the net sum representing an amount of €1,398,183,893, namely: In accordance with the law, the General Meeting notes that, after deducting dividends not paid on treasury stock, dividends for the last three years were as shown in the table below. In accordance with the provisions of Article 243 bis of the French General Tax Code, the following table summarizes the amount of dividends and other income distributed in respect of the three preceding fiscal years, as well as their eligibility for the 40% tax relief, provided for in Article 158-3-2° of the French General Tax Code, where applicable, for individual shareholders resident in France for tax purposes. In euros Total amount to be appropriated 1,398,183,893 Appropriation: Net dividend distributed for 2021 41,194,203 1,356,989,690 1,398,183,893 Carried forward TOTAL APPROPRIATED Income eligible for the tax Income not eligible for the tax relief provided for in Article 158-3-2° of the French Article 158-3-2° of the French relief provided for in Number of shares with General Tax Code General Tax Code dividend Dividend per Fiscal year 2018 rights 146,173,826 145,349,120 145,484,413 share Dividends Other income Dividends Other income 0.74 108,168,631 - - - - - - - 2019 0.49 0.49 71,221,069 71,287,362 2020 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 327 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 THIRD RESOLUTION: APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ● sold under the liquidity contract 1,015,894 shares for a total disposal value of €24,818,390, i.e. a unit value of €24,43. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors and the Statutory Auditors’ report on the consolidated financial statements, approves the consolidated financial statements for the fiscal year ended December 31, 2021 as presented, as well as the transactions reflected in these financial statements or summarized in these reports and which resulted in a net profit (Group share) of €126,372 thousand. The detailed summary of the transactions carried out and the description of the authorization submitted for your vote are provided in section 3.5.5 of chapter 3 of the Company’s 2021 Universal Registration Document. The authorization to buy back the shares of the Company granted by the General Meeting of Shareholders on April 22, 2021 expires on October 21, 2022. Share buybacks allow an investment service provider to make a EXPLANATORY STATEMENT market in the Company’s shares under a liquidity contract 4th resolution: Report of the Statutory Auditors on related-party agreements (i) Record of the absence of new agreements (ii) Old agreements that continued during the fiscal year ended. complying with the Code of Ethics issued by the Association Française des Marchés Financiers (AMAFI), and the subsequent cancelation of shares. The purpose of the fourth resolution is, in accordance with Article L. 225-38 of the French Commercial Code, to record the agreements referred to in the special report of the Statutory Auditors on related-party agreements entered into by Compagnie Plastic Omnium SE. In this respect, we inform you that no regulated agreements or commitments were entered into during the fiscal year ended December 31, 2021. We invite you to take note of this and of the related-party agreements previously entered into by Compagnie Plastic Omnium SE and which continued during the fiscal year ended December 31, 2021. Shares can also be repurchased to support external growth transactions, to implement stock option and free share plans for employees or executive corporate officers, to cover securities granting rights to the allocation of the Company’s shares within current regulations, or any market practice permitted by the market authorities. The Board at Directors may not use this authorization during the course of a takeover bid for the Company’s shares. We are seeking to renew this authorization on the following terms: Maximum purchase price €80 per share Maximum shares that may be held 10% of share capital FOURTH RESOLUTION: REPORT OF THE STATUTORY AUDITORS ON AGREEMENTS AND COMMITMENTS (I) RECORD OF THE ABSENCE OF NEW AGREEMENTS (II) OLD AGREEMENTS THAT CONTINUED DURING THE FISCAL YEAR Maximum investment in the buyback program as of the day of the General Meeting of Shareholders, i.e. April 21, 2022 €1,176,977,200 The General Meeting of Shareholders, after having read the special report of the Statutory Auditors on related-party agreements and commitments referred to in Article L. 225-38 of the French Commercial Code, notes (i) the absence of new agreements signed during the fiscal year ended December 31, 2021, and (ii) the information mentioned therein regarding the continuation, during the current year, of agreements signed in the course of previous years FIFTH RESOLUTION: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO TRANSACT IN THE COMPANY’S SHARES PURSUANT TO THE PROVISIONS OF ARTICLE L. 22-10-62 OF THE FRENCH COMMERCIAL CODE, DURATION OF THE AUTHORIZATION, PURPOSES, TERMS, CEILING The General Meeting of Shareholders, after having read the report of the Board of Directors, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, authorizes the latter, with the option of subdelegation under the conditions set by law, for a period of eighteen months, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code, to proceed with the purchase, on one or more occasions that it will decide, of shares of the Company up to the limit of 10% of the number of shares comprising the share capital, if necessary adjusted to take into account any capital increase or decrease that may occur during the duration of the program. EXPLANATORY STATEMENT 5th resolution: Authorization for the Company to buy back its own shares As the existing authorization expires in October 2022, it is proposed that the General Meeting of Shareholders grant the Board a new authorization for a period of eighteen months. At the General Meeting of Shareholders of April 22, 2021, the shareholders authorized the Company to buy back its own shares under the following terms and conditions: Acquisitions may be made with a view to any use permitted by law, in particular: Maximum purchase price €80 per share ● to ensure the promotion of the secondary market or the liquidity of the Compagnie Plastic Omnium share through an investment service provider via a liquidity contract in accordance with the practice accepted by the regulations, it being understood that in this context, for the purposes of calculating the aforementioned limit of 10%, the number of shares held corresponds to the number of shares purchased, less the number of shares resold during the term of the authorization; 10% of share capital Maximum shares that may be held Maximum investment in the buyback program €1,176,977,200 Between April 23, 2021 and February 28, 2022, the Company: ● acquired 1,535,197 shares for a total value of €37,745,761, i.e. a unit value of €24.59, of which 1,135,197 shares under the liquidity contract and 400,000 shares outside this contract; 328 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 ● ● to retain the shares acquired and use them at a later date for exchange splits or free share allocations, the aforementioned amount will be adjusted in the same proportion (coefficient of the ratio between the number of shares comprising the equity capital before the transaction and the number of shares after the transaction). or in payment for any external growth transactions, with the understanding that shares purchased for this purpose may not exceed 5% of the Company’s capital; to cover stock option and/or free share (or similar) plans awarded to Group employees and/or corporate officers and all allocations of shares as part of a company or group savings (or similar) plan, or for purposes of Company profit-sharing and/or any other form of allocation of shares to Group employees and/or corporate officers; At December 31, 2021, the Company held 2,061,413 treasury shares. If these shares were to be canceled or used, the maximum amount that the Company would be allowed to spend would be €1,176,977,200 for the purchase of 14,712,215 shares. This authorization takes effect at the end of this General Meeting of Shareholders and is valid for a period of eighteen months from today. It cancels and supersedes the authorization granted by the Combined General Meeting of April 22, 2021 in its fifth resolution for the unused portion. ● ● to cover securities carrying rights to the allocation of the Company’s shares within the current regulations; to implement any market practice that may be accepted by the AMF, and more generally carrying out any other transaction in accordance with the regulations in force; Unless it takes this action itself, the General Meeting of Shareholders authorizes the Board of Directors to adjust the aforementioned maximum number of shares and maximum purchase price as necessary to take into account the impact on the share price of any change in the par value of the shares or any capital increase by incorporation of reserves and free share allocation issues, any stock split or reverse stock split, any return of capital or any other capital transaction, within the aforementioned limits of 10% of share capital and €1,176,977,200. ● to cancel the acquired shares, if appropriate, subject to the authorization to be granted by this General Meeting of Shareholders pursuant to its twenty-first extraordinary resolution. Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. Transactions may be made at any time, except during a public offer period concerning the Company. The General Meeting of Shareholders grants full powers to the Board of Directors, with the option of subdelegation under the conditions set by law, to use this authorization, to conclude any agreements, carry out any filing and other formalities, notably with the French Financial Markets Authority or any other authority that may replace it, and, more generally, take all necessary, with the option of subdelegation under the conditions set by law, action. The Company does not intend to use options or derivative instruments. The maximum number of shares that may be purchased by the Company may not exceed 10% of share capital on the date of this decision, i.e. a maximum number of 14,712,215 shares as of this date. The maximum purchase price may not exceed €80 per share. In the event of a transaction affecting capital, in particular stock splits or reverse stock EXPLANATORY STATEMENT Laurent Favre, aged 50, spent his career before joining the Plastic Omnium Group in the automotive industry in Germany, where he held various positions of responsibility within leading automotive equipment manufacturers such as ThyssenKrupp (steering systems), ZF (transmissions and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 1, 2020. 6th and 7th resolutions: Directors’ terms of office 1. Composition of the Board of Directors of Compagnie Plastic Omnium SE at December 31, 2021 The directors of Compagnie Plastic Omnium SE are complementary due to their different professional backgrounds, skills and nationalities. They are present, active and involved and have a good knowledge of the Company. Félicie Burelle, aged 42, began her career in the Plastic Omnium Group in 2001 as Accounting Manager of a subsidiary of the Auto Exterior Division in Spain (Madrid). In 2005, she moved to the Merger & Acquisitions Department of Ernst & Young Transaction Services. She rejoined Compagnie Plastic Omnium in 2010 and became Head of Strategic Planning and Commercial Coordination of the Auto Exterior Division before being promoted to Strategy and Development Director of Compagnie Plastic Omnium, followed by Chief Operating Officer. Félicie Burelle has been a member of the Burelle SA Board of Directors since 2013. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2017 and Managing Director since January 1, 2020. The directors are vigilant and exercise their complete freedom of judgment, which enables them to participate in the decisions and work of the Board and its specialized committees. Laurent Burelle, aged 72, began his career within the Plastic Omnium Group as a production engineer and assistant to the director of the Langres Plant. In 1977, he was appointed Chief Executive Officer and then Chairman and Chief Executive Officer of Plastic Omnium SA in Valencia, Spain. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He has also been Chairman of the Association Française des Entreprises Privées (AFEP) since 2017. Laurent Burelle is also a founder-director of the Fondation Jacques Chirac. 8 Anne Asensio, aged 59, joined Dassault Systèmes in November 2007 as Vice-Chairwoman of Design, in charge of design, innovation and corporate identity. Anne Asensio began her career at Renault (1987) and was notably in charge of the design of the Twingo, Clio and Mégane (Scénic) ranges. She then held several management positions with General Motors, leading the development of a number of concept cars. Anne Asensio has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2011 and a member of the Compensation Committee. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 329 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 Anne-Marie Couderc, aged 71, is Chairwoman of the Board of Directors of Air France KLM and Air France. After beginning her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer and member of the Editorial Committee of Hachette Filipacchi Medias, and director of several publications. She was Chief Executive Officer of Presstalis in 2010 and then Chairwoman of the Board of Directors until June 2017. Anne-Marie Couderc has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2010 and chairs the Appointments Committee and the Compensation Committee. in 1980 as 3P – High-Performance Plastics Products Division Director. In 1985, he became Chairman of the Automotive Division. In 1987 he was appointed Chief Operating Officer of Compagnie Plastic Omnium, then Chief Executive Officer in 2001 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 31, 2020. Paul Henry Lemarié has been Chairman and Chief Executive Officer of Burelle Participations since July 28, 2021. He has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 1987. Lucie Maurel Aubert, aged 60, began her professional career in 1985 as a business attorney at Gide Loyrette Nouel. She joined the family bank Martin Maurel, where she has been a director since 1999. Appointed Managing Director of Compagnie Financière Martin Maurel in 2007, and then Vice-Chairwoman Managing Director in 2011 and Chief Operating Officer of Banque Martin Maurel in 2013, she has been Vice-Chairwoman of Rothschild Martin Maurel Associés since July 2017. Lucie Maurel Aubert has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2015 and is a member of the Audit Committee and the Appointments Committee. Prof. Dr. Bernd Gottschalk, aged 78, of German nationality, began his career within the Daimler AG Group in the field of finance, going on to become Plant Manager and then Chairman of Mercedes-Benz do Brasil. In 1992, he was appointed to the Executive Committee of the Daimler AG Group, Global Vice-President of the Commercial Vehicles Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman of the Federation of German Automotive Industry (VDA) and in 2007 created AutoValue GmbH, an automotive consultancy that he has headed since that date. Prof. Dr. Bernd Gottschalk has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2009. Alexandre Mérieux, aged 47, was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Head until 2004. He has held various operational positions within bioMérieux. Managing Director since 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and the Microbiology unit between 2011 and 2014. Chairman and Chief Executive Officer of bioMérieux since December 2017, Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences. Alexandre Mérieux has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2018 and is a member of the Compensation Committee. Vincent Labruyère, aged 71, began his professional career in 1976 at Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc. USA, manufacturer of equipment for the preparation of materials. In 1981, he took over the management of Imprimerie Perroux, specializing in the production of checkbooks and bank forms, which he diversified by creating its subsidiary DCP Technologies. In 1989, he founded the SPEOS Group, specializing in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office. Vincent Labruyère is Chairman of the Supervisory Board of the Labruyère Group, a family group active in the operation of vineyards in France and the United States, commercial real estate and growth capital in France and abroad. Vincent Labruyère has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2002 and chairs the Audit Committee. Cécile Moutet, aged 48, started her career as a communication consultant in the IRMA Communication agency, where she assumed the responsibility of the Client Division, designed press relations campaigns of various groups and organized public relations events. Between 2006 and 2008, Cécile Moutet was self-employed in Spain as a communication consultant. In 2009 and 2010, Cécile Moutet worked at IRMA Communication, which later became Cap & Cime PR, and coordinated various consulting assignments. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2017. Éliane Lemarié, permanent representative of Burelle SA, aged 76, has devoted her professional career to corporate information and communication. She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI). In 1983, Amélie Oudéa-Castéra, aged 43, is Chief Executive Officer of the French Tennis Federation. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2014 and a member of the Audit Committee. Amandine Chaffois, aged 41, is Vice-Chairwoman Value Chain Sustainability of the Plastic Omnium Group. Amandine Chaffois has been a director representing the employees of Compagnie Plastic Omnium SE, appointed by the France Group Works Council since 2019. she founded and developed IRMA Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief Executive Officer until 2010. Éliane Lemarié has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2009 and Burelle SA, of which she is the permanent representative, has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 1987. Éliane Lemarié is also a member of the Appointments Committee. Ireneusz Karolak, aged 62, of Polish nationality, is Purchasing Manager at the Lublin site in Poland within the Clean Energy Systems business. Ireneusz Karolak has been a director representing the employees of Compagnie Plastic Omnium SE, appointed by the European Consultation Committee since 2019. Paul Henry Lemarié, aged 74, entered the engineering group Sofresid (steel industry, mining, offshore) and joined the Plastic Omnium Group 330 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 2. Resolutions submitted to the vote of the General Meeting of Shareholders of April 21, 2022 83% for meetings of the Board of Directors and 100% for committees of which she is or has been a member. 6th resolution: As the term of office of Amélie Oudéa-Castéra expires in 2022, the renewal of her term of office for a period of three years is submitted to the General Meeting of Shareholders. 7th resolution: the General Meeting of Shareholders is asked to appoint as Director Martina Buchhauser, in addition to the members currently in office, for the statutory term of three years. Amélie Oudéa-Castéra began her career as a high-level sportswoman. After resuming her studies, she attended the Ecole Nationale d'Administration, graduating in 2004 to become an Auditor at the Court of Auditors and then referendum advisor. In 2008, Amélie Oudéa-Castéra joined the AXA Group, working for the Group CFO. In 2010, she was appointed Director of Strategic Planning, then Director of Marketing, Brand and Services at AXA France in 2011. After having extended her responsibilities to digital, she was appointed Director of Marketing and Digital for the entire AXA Group in 2016. After joining the Carrefour Board of Directors in June 2018, Amélie Oudéa-Castéra was Executive Director of E-commerce, Data and Digital Transformation from 2018 to 2021. Since March 2021, Amélie Oudéa-Castéra has been Chief Executive Officer of the French Tennis Federation. Martina Buchhauser, 55, of German nationality, would bring to the Board her industrial experience in the international automotive industry and in the field of sustainable development and energy transformation, as well as proven financial expertise. Martina Buchhauser graduated with a Bachelor of Science in Business Management and a Master in Management Sciences from Stanford University (United States). She began her career at General Motors in the US in 1985, followed by Opel AG in Germany, where she was Global Purchasing Director. From 2007 to 2012, she was Vice-Chairwoman Purchasing of MAN Camions et Bus and then joined the BMW Group in 2012, where she was responsible for vehicle interiors and electronics. In 2017, she became Senior Vice President, member of the Executive Committee of Volvo Car Corporation (Geely Group) in Sweden, in charge of purchasing. Amélie Oudéa-Castéra brings to the Board her managerial and operational experience acquired throughout her career, as well as her skills in the fields of finance and digital and innovation techniques. Amélie Oudéa-Castéra is also very involved in the work of the Audit Committee, of which she is a member. Over the eight years of her tenure as a director, Amélie Oudéa-Castéra’s attendance record is In 2021, she became Senior Advisor for H&Z Management Consulting in Germany. She is an independent director and member of the Audit Committee of Gränges AB in Sweden and of Sono Group NV in Germany, where she is also a member of the Governance and Appointments Committee. 3. Composition of the Board of Directors following the General Meeting of Shareholders of April 21, 2022 If the General Meeting of Shareholders votes in favor of the proposed renewal and appointment, the terms of office of the 16 directors of Compagnie Plastic Omnium SE will be as follows: Specialized committees Audit Appointments and Compensation End of current Independence term of office Committee CSR Committee Committee Laurent Burelle 2024 2024 2023 Laurent Favre Félicie Burelle Anne Asensio 2023 2024 2024 2023 2024 2024 2024 2024 2023 2025 2025 2022 2022 P P ¡ ¡ Anne-Marie Couderc Prof. Dr. Bernd Gottschalk Vincent Labruyère © ¡ © ¡ Paul Henry Lemarié Éliane Lemarié, permanent representative of Burelle SA Lucie Maurel Aubert Alexandre Mérieux ¡ ¡ 8 P P © Cécile Moutet Amélie Oudéa-Castéra Martina Buchhauser Amandine Chaffois Ireneusz Karolak P P Independence within the meaning of the AFEP-MEDEF Code criteria. P Chairman of the Committee ¡ Member of the Committee. © PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 331 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 SIXTH RESOLUTION: RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF MS. AMÉLIE OUDÉA-CASTÉRA EIGHTH RESOLUTION: RENEWAL OF THE TERM OF OFFICE OF ERNST & YOUNG ET AUTRES AS PRINCIPAL STATUTORY AUDITORS The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews Ms. Amélie Oudéa-Castéra’s term as a director for a three-year period. Her term of office will expire at the close of the General Meeting of Shareholders to be held in 2025 to approve the 2024 financial statements. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having recorded the expiry of the term of office of Ernst & Young et Autres, Principal Statutory Auditors, and having read the report of the Board of Directors, resolves to renew its term of office for a period of six fiscal years, i.e. until the close of the General Meeting of Shareholders called in 2028 to approve the financial statements for the fiscal year ending December 31, 2027; Ms. Amélie Oudéa-Castéra has indicated that she would accept the renewal of the duties entrusted to her and that she is not subject to any measure likely to prevent her from performing such duties. NINTH RESOLUTION: APPOINTMENT OF PRICEWATERHOUSECOOPERS TO REPLACE MAZARS AS PRINCIPAL STATUTORY AUDITORS SEVENTH RESOLUTION: APPOINTMENT OF A NEW DIRECTOR (MS. MARTINA BUCHHAUSER) The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having recorded the expiry of the term of office of Mazars, Principal Statutory Auditors, and having read the report of the Board of Directors, appoints as The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, resolves to appoint Ms. Martina Buchhauser as a Director, in addition to the members currently in office, for a term of three years, expiring at the end of the General Meeting of Shareholders to be called in 2025 to approve the financial statements for fiscal year 2024. Principal Statutory Auditors for a period of six fiscal years, PricewaterhouseCoopers Audit, whose registered office is at 63 rue de Villiers 92200 Neuilly-sur-Seine, France and which is registered with the Nanterre Trade and Companies Register under number 672 006 483. The term of office of PricewaterhouseCoopers Audit will expire at the close of the General Meeting of Shareholders called in 2028 to approve the financial statements for the fiscal year ending December 31, 2027. Ms. Martina Buchhauser has indicated that she would accept the duties entrusted to her and that she is not subject to any measure likely to prevent her from performing such duties. TENTH RESOLUTION: NON-RENEWAL AND NON-REPLACEMENT OF MR. GILLES RAINAUT AS ALTERNATE STATUTORY AUDITOR EXPLANATORY STATEMENT The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having recorded the expiry of the term of office of Mr. Gilles Rainaut, Alternate Statutory Auditor, and having read the report of the Board of Directors, resolves not to renew the term of office of Mr. Gilles Rainaut and not to replace him, in accordance with the provisions of Article L. 823-1 paragraph 2 of the French Commercial Code. 8th, 9th, 10th and 11th resolutions: terms of office of the Principal and Alternate Statutory Auditors The terms of office of the Principal Statutory Auditors of Ernst & Young et Autres, on the one hand, and Mazars, on the other, expire in 2022. The General Meeting of Shareholders is asked to: ● renew the term of office as Principal Statutory Auditors of Ernst ELEVENTH RESOLUTION: NON-RENEWAL AND NON-REPLACEMENT OF AUDITEX AS ALTERNATE STATUTORY AUDITOR & Young et Autres for a period of six fiscal years, i.e. until the General Meeting of Shareholders in 2028, called to approve the financial statements for fiscal year 2027; The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having recorded the expiry of the term of office of Auditex, Alternate Statutory Auditors, and having read the report of the Board of Directors, resolves not to renew the term of office of Auditex and not to replace it, in accordance with the provisions of Article L. 823-1 paragraph 2 of the French Commercial Code. ● record the non-renewal of the term of office of Mazars and the appointment, as a replacement, of PricewaterhouseCoopers Audit as Principal Statutory Auditors for a period of six fiscal years, i.e. until the General Meeting of Shareholders in 2028, called to approve the financial statements for fiscal year 2027. As law no. 2016-1691 of December 9, 2016, removed the obligation to appoint an Alternate Statutory Auditor when the Principal Statutory Auditor is not a natural person or a single-person company, the General Meeting of Shareholders is asked to record the non-renewal and non-replacement of the terms of office of the Company’s Alternate Statutory Auditors, namely, Mr. Gilles Rainaut and Auditex. 332 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 in the vote on the 15th resolution, the compensation policy for the ● EXPLANATORY STATEMENT 12th, 13th, 14th, 15th, 16th, 17th, 18th and 19th resolutions: Compensation of the Company’s corporate officers directors of Compagnie Plastic Omnium SE, drawn up by the Board of Directors on the recommendation of the Compensation Committee and as set out in section 3.2.2.1 of the 2021 Universal Registration Document. The General Meeting of Shareholders is asked to vote on the compensation policy for the corporate officers of Compagnie Plastic Omnium SE (ex ante vote) In the 12th to 15th resolutions, the General Meeting of Shareholders is asked to approve, in accordance with the provisions of Article L. 22-10-8, II of the French Commercial Code, the compensation policies for Compagnie Plastic Omnium SE’s corporate officers. These policies would apply from the 2022 fiscal year until the General Meeting of Shareholders decides on a new compensation policy. The General Meeting of Shareholder is called upon to approve the compensation of Compagnie Plastic Omnium SE’s corporate officers for fiscal year 2021 (ex post vote) Each year, the General Meeting of Shareholder must vote on the compensation awarded or paid to the Company’s corporate officers during the fiscal year. This so-called “ex post” vote concerns: The texts of these compensation policies drawn up by the Board of Directors appear in section 3.2.2 of the 2021 Universal Registration Document. ● all corporate officers of Compagnie Plastic Omnium SE, namely the directors including the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director. The shareholders are thus asked to approve, by voting on the 16th resolution, the compensation for the 2021 fiscal year of each of the The shareholders are asked to approve, separately: in the vote on the 12th resolution, the compensation policy for the ● aforementioned corporate officers, as required by Chairman of the Board of Directors of Compagnie Plastic Omnium SE, drawn up by the Board of Directors on the recommendation of the Compensation Committee and as set out in section 3.2.2.2 of the 2021 Universal Registration Document; Article L. 22-10-9, I of the French Commercial Code. This information is provided in section 3.2.1.1 of the 2021 Universal Registration Document; ● and the Company’s executive corporate officers. The shareholders are asked to approve, by voting on the 17th, 18th and 19th resolutions, the fixed and variable components of the total compensation and benefits of any kind paid during fiscal year 2021 or allocated during this fiscal year to Laurent Burelle, Chairman of the Board of Directors (17th resolution), Laurent Favre, Chief Executive Officer (18th resolution) and Félicie Burelle, Managing Director (19th resolution), pursuant to the provisions of Article L. 22-10-34, II of the French Commercial Code. This information is presented in paragraph 3.2.1.2 of the 2021 Universal Registration Document and summarized in the tables below: in the vote on the 13th resolution, the compensation policy for the ● Chief Executive Officer of Compagnie Plastic Omnium SE, drawn up by the Board of Directors on the recommendation of the Compensation Committee and as set out in section 3.2.2.2 of the 2021 Universal Registration Document; in the vote on the 14th resolution, the compensation policy for the ● Managing Director of Compagnie Plastic Omnium SE, drawn up by the Board of Directors on the recommendation of the Compensation Committee and as set out in section 3.2.2.2 of the 2021 Universal Registration Document; SUMMARY TABLE OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED IN RESPECT OF THE 2021 FISCAL YEAR TO LAURENT BURELLE, CHAIRMAN OF THE BOARD OF DIRECTORS Amounts granted with respect to fiscal year 2021 Comments Components of compensation Amounts paid in fiscal year 2021 The annual fixed compensation of Laurent Burelle amounts to €950,000 €950,000 from January 1, 2021. Fixed compensation €950,000 €0 Annual variable compensation €0 Laurent Burelle does not receive any annual variable compensation. 8 Multi-year variable compensation Laurent Burelle does not receive any multi-year variable €0 compensation. €0 €0 Exceptional compensation Director’s compensation €0 Laurent Burelle does not receive any exceptional compensation. €57,254 €57,254 Laurent Burelle received compensation of €57,254 as a director. Grant of stock options, performance shares or other long-term compensation Laurent Burelle does not receive any stock options, performance €0 shares or other long-term compensation. €0 €0 Joining or severance compensation Laurent Burelle does not receive any compensation for taking up or €0 leaving office. In addition to the pension rights in the mandatory plan, Laurent Burelle benefits from the supplementary pension plan provided by €0 Burelle SA (Compagnie Plastic Omnium SE’s parent company). Supplementary pension plans €0 €0 Benefits in kind €0 N/A PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 333 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 SUMMARY TABLE OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED IN RESPECT OF THE 2021 FISCAL YEAR TO LAURENT FAVRE, CHIEF EXECUTIVE OFFICER Amounts granted with respect to fiscal year 2021 Comments Components of compensation Amounts paid in fiscal year 2021 The annual fixed compensation of Laurent Favre amounts to €900,760 from January 1, 2021. Fixed compensation €900,760 €900,760 During the meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) of Laurent Favre with respect to fiscal year 2021 at €1,200,000. The Board of Directors, on the recommendation of the Compensation Committee, decided to define the methods for calculating the variable compensation as follows: ● weighting of 60% for the quantifiable part and 40% for the qualitative part; variable part target for 2021 (in the event of the achievement ● of the objectives set by the Board of Directors) set at €1,000,000. In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2021 was determined as follows: For the quantifiable part (60%), the parameters used are, for one-third, the change in the operating margin compared to budget, for one-third, the achievement of a level of net profit (loss) - Group share, and for one third, the achievement of a level of free cash-flow compared to the targets set by the Board of Directors (i.e. 20% of the total for each criterion). For the qualitative part (40%), the parameters used were as follows: for half of the qualitative criteria, performance in executing strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy; and for the other half of the qualitative criteria, corporate social responsibility, including the definition of a carbon neutrality strategy, the compliance policy, safety and diversity within the Plastic Omnium Group (i.e. 20% of the total for each criterion). €783,000 (compensation awarded for fiscal year 2020) Annual variable compensation €1,200,000 At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%, net profit (loss) attributable to owners of the parent company: 100%; ● decided that the achievement rate for the qualitative criteria significantly exceeded the expectations and targets. Overall rate of achievement of the determination criteria: 120%. The variable portion for 2021 thus amounts to €1,200,000 and will only be paid to Laurent Favre subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 21, 2022. Multi-year variable compensation None None None Laurent Favre does not receive any multi-year compensation. Joining or severance compensation Laurent Favre does not receive any compensation for taking up or None leaving office. Laurent Favre received compensation of €44,054 in respect of his directorship for fiscal year 2021. Director’s compensation €44,054 €44,054 334 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' 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 Exceptional compensation None None Laurent Favre does not receive any exceptional compensation. 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 Valuation: the rollout of actions to reduce the carbon footprint. Grant of stock options, performance shares or other long-term compensation The first full year taken into account for the assessment of the €827,036 None 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 €34,200 Laurent Favre benefits from Compagnie Plastic Omnium SE’s new pension plan with certain rights. Supplementary pension plans 0 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. Valuation: €12,726 Valuation: €12,726 Benefits in kind 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 335 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 SUMMARY TABLE OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED IN RESPECT OF THE 2021 FISCAL YEAR TO FÉLICIE BURELLE, MANAGING DIRECTOR Amounts granted with respect to fiscal year 2021 Comments Components of compensation Amounts paid in fiscal year 2021 The annual fixed compensation of Félicie Burelle amounts to €500,760 from January 1, 2021. Fixed compensation €500,760 €500,760 During the meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) Félicie Burelle with respect to fiscal year 2021 at €600,000. The Board of Directors, on the recommendation of the Compensation Committee, had decided to define the methods for calculating the variable compensation as follows: ● weighting of 60% for the quantifiable part and 40% for the qualitative part, ● variable part target for 2021 (in the event of the achievement of the objectives set by the Board of Directors) set €500,000; In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2021 was determined as follows: For the quantifiable part (60%), the parameters used are, for one-third, the change in the operating margin compared to budget, for one-third, the achievement of a level of net profit (loss) - Group share, and for one third, the achievement of a level of free cash-flow compared to the targets set by the Board of Directors (i.e. 20% of the total for each criterion). For the qualitative part (40%), the parameters used were as follows: for half of the qualitative criteria, performance in executing strategy, including the implementation of the project to reduce structural costs, the rollout of the hydrogen strategy, development of the business, and the innovation strategy; and for the other half of the qualitative criteria, corporate social responsibility, including the definition of a carbon neutrality strategy, the compliance policy, safety and diversity within the Plastic Omnium Group (i.e. 20% of the total for each criterion). €250,000 (variable compensation awarded for fiscal year 2020) Annual variable compensation €600,000 At its meeting of February 17, 2022, the Board of Directors, on the recommendation of the Compensation Committee: ● noted that the achievement rate of the quantifiable criteria was 100%, broken down as follows: operating margin: 100%, free cash-flow: 100%, net profit (loss) attributable to owners of the parent company: 100%; ● decided that the achievement rate for the qualitative criteria significantly exceeded the expectations and targets. Overall rate of achievement of the determination criteria: 120%. The variable portion for 2021 thus amounts to €600,000 and will only be paid to Félicie Burelle subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 21, 2022 Multi-year variable compensation None None None Félicie Burelle does not receive any multi-year compensation. Joining or severance compensation Félicie Burelle does not receive any compensation for taking up or None leaving office. Félicie Burelle received compensation of €44,054 in respect of her directorship for fiscal year 2021. Director’s compensation €44,054 €44,054 336 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' 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 Exceptional compensation None None Félicie Burelle does not receive any exceptional compensation. 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 Grant of stock options, performance shares or other long-term compensation the rollout of actions to reduce the carbon footprint. Valuation: The first full year taken into account for the assessment of the €459,480 None 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 Félicie Burelle would receive a performance share award capped at €500,000 gross with respect to 2021 (value calculated on the award date). In addition to the plan's pension rights, Félicie Burelle benefits from €19,000 the Compagnie Plastic Omnium SE supplementary defined-benefit pension plan and the new defined-benefit plan with certain rights. Supplementary pension plans 0 Félicie Burelle has a company car. Félicie Burelle benefits from supplementary social protection Valuation: €11,814 Valuation: schemes, in particular the welfare and health insurance scheme for €11,814 Benefits in kind Group employees in accordance with the decision of the Board of Directors of September 24, 2019. TWELFTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR FISCAL YEAR 2022, IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE THIRTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER FOR FISCAL YEAR 2022, IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 225-29-1 of the French Commercial Code, the compensation policy for the Chairman of the Board of Directors for fiscal year 2022, as described in section 3.2.2 of the Company’s 2021 Universal Registration Document. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 225-29-1 of the French Commercial Code, the compensation policy for the Chief Executive Officer for fiscal year 2022 as described in section 3.2.2 of the Company’s 2021 Universal Registration Document. 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 337 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 FOURTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY FOR THE MANAGING DIRECTOR FOR FISCAL YEAR 2022, IN ACCORDANCE WITH NARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE EIGHTEENTH RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 TO MR. LAURENT FAVRE, CHIEF EXECUTIVE OFFICER The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 225-29-1 of the French Commercial Code, the compensation policy for the Managing Director for fiscal year 2022, as described in section 3.2.2 of the Company’s 2021 Universal Registration Document. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the components of fixed, variable and exceptional compensation comprising the total compensation and benefits of any kind paid or awarded to Mr. Laurent Favre as Chief Executive Officer in respect of the fiscal year ended December 31, 2021, as described in section 3.2.1 of the Company’s 2021 Universal Registration Document. FIFTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY FOR DIRECTORS FOR FISCAL YEAR 2022 IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE NINETEENTH RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 TO MS. FÉLICIE BURELLE, MANAGING DIRECTOR The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 225-29-1 of the French Commercial Code, the compensation policy for the directors in respect of 2022, as described in section 3.2.2 of the Company’s 2021 Universal Registration Document. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the components of fixed, variable and exceptional compensation comprising the total compensation and benefits of any kind paid or awarded to Ms. Félicie Burelle as Managing Director in respect of the fiscal year ended December 31, 2021, as described in section 3.2.1 of the Company’s 2021 Universal Registration Document. SIXTEENTH RESOLUTION: APPROVAL OF ALL COMPENSATION PAID OR AWARDED TO CORPORATE OFFICERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 IN ACCORDANCE WITH ARTICLE L. 22-10-34 I OF THE FRENCH COMMERCIAL CODE The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 I of the French Commercial Code, the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to compensation paid or awarded to corporate officers during the fiscal year ended December 31, 2021, as described in section 3.2.1 of the Company’s 2021 Universal Registration Document. EXPLANATORY STATEMENT 20th resolution: Compensation allocated to members of the Board of Directors and the Censor The 20th resolution proposes that the General Meeting of Shareholders increase the amount of compensation allocated to members of the Board of Directors and the Censor to €900,000 from the 2022 fiscal year. SEVENTEENTH RESOLUTION: APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 TO MR. LAURENT BURELLE, CHAIRMAN OF THE BOARD OF DIRECTORS TWENTIETH RESOLUTION: SETTING THE AMOUNT OF COMPENSATION ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CENSOR The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the components of fixed, variable and exceptional compensation comprising the total compensation and benefits of any kind paid or awarded to Mr. Laurent Burelle as Chairman of the Board of Directors in respect of the fiscal year ended December 31, 2021, as described in section 3.2.1 of the Company’s 2021 Universal Registration Document. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, resolves to change the total amount of annual compensation to be allocated to the Board of Directors and the Censor from €790,000 to €900,000. This decision applies from the current fiscal year and until a new amount is set. 338 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 TWENTY-FIRST RESOLUTION: AUTHORIZATION TO BE GIVEN 8.2.2 EXTRAORDINARY BUSINESS TO THE BOARD OF DIRECTORS TO CANCEL THE SHARES BOUGHT BACK BY THE COMPANY PURSUANT TO ARTICLE L. 22-10-62 OF THE FRENCH COMMERCIAL CODE, DURATION OF THE AUTHORIZATION, CEILING The General Meeting of Shareholders, having read the report of the Board of Directors and the report of the Statutory Auditors: EXPLANATORY STATEMENT 21st resolution: Authorization to be given to the Board of Directors to cancel the shares bought back by the Company 1. grants the Board of Directors authorization to cancel at its own discretion, with the option to subdelegate under the conditions set by law, on one or more occasions, the shares that the Company holds or The authorization given to the Board of Directors in 2020 to cancel shares acquired by the Company under Article L. 22-10-62 of the French Commercial Code is due to expire. It is thus proposed that the General Meeting of Shareholders grant the Board a new authorization allowing it to cancel shares, within the legal limits, i.e. 10% of the existing share capital on the day of the cancelation, by periods of twenty-four months. This authorization would be granted for a period of twenty-six months from the date of this General Meeting and would cancel, from this date, for any unused portion, any previous authorization. may hold as a result of purchases made pursuant to Article L. 22-10-62 of the French Commercial Code, up to the limit of 10% of the share capital as measured on the date the cancelation is decided, after deducting any shares canceled during the previous 24 months, and to reduce the share capital accordingly pursuant to the applicable legal and regulatory provisions; 2. sets at twenty-six months as of this General Meeting of Shareholders the validity period of this authorization, which cancels and replaces any prior authorization with the same purpose; 3. fully empowers the Board of Directors, with the option to sub-delegate under the conditions set by law, to conduct the transactions necessary for such cancelations and the corresponding reductions of share capital, to amend the Company bylaws accordingly, and to carry out all necessary formalities. EXPLANATORY STATEMENT the twenty trading sessions preceding the day on which the options would be granted, without the right to use the legal discount, and could not be less than 80% of the average purchase price of shares held by the Company under Articles L. 22-10-61 and L. 22-10-62 of the French Commercial Code. The Board of Directors, on the basis of the recommendations of the Compensation Committee, have full powers to, in particular, approve the list of beneficiaries of the options and decide the number of shares that each may acquire, as well as the vesting conditions of the shares. This authorization would be granted for a period of thirty-eight months from the date of this General Meeting of Shareholders and would have the effect of canceling any previous delegation with the same purpose as from the same date. Terms and conditions for the allocation of free shares (23rd resolution): if the General Meeting of Shareholders approves this resolution, any allocations of free shares will be decided on the basis of the proposals of the Senior Executives, as examined by the Compensation Committee. The Board of Directors will determine the identity of the beneficiaries, the number of shares allocated to each one as well as, where applicable, the award criteria for these shares. It could use this authorization on one or more occasions. In accordance with Article L. 225-197-4 of the French Commercial Code, a special report will be prepared to inform the General Meeting of Shareholders of the transactions carried out pursuant to this authorization. The renewal of this authorization would cover a period of thirty-eight months from the date of this General Meeting of Shareholders, thereby canceling the authorization previously granted by the General Meeting of Shareholders of April 22, 2021. 22nd and 23rd resolutions: Authorizations to be given to the Board of Directors to grant stock options or to allocate free existing shares and/or shares to be issued to employees and/or certain corporate officers of the Company It is proposed that the General Meeting of Shareholders renew the authorizations to grant existing stock options and/or to grant free shares to the Group’s employees and to certain of its executive corporate officers. Under these authorizations, ● the number of stock options that could be granted may not represent more than 0.5% of the share capital on the date of the decision of the Board of Directors with a sub-ceiling of 0.25% for the number of options granted to executive corporate officers; ● the number of free shares that could be allocated may not represent more than 0.2% of the share capital on the date of the decision of the Board of Directors, with a sub-ceiling of 0.1% for the number of free shares allocated to executive corporate officers. These ceilings of 0.5% and 0.2% and these sub-ceilings of 0.25% and 0.1% are cumulative between the free share awards and the stock options granted. 8 Terms and conditions for granting existing stock options (22nd resolution): the purchase price of the shares by the beneficiaries will be set by the Board of Directors in accordance with the provisions of Articles L. 22-10-56 and L. 225-179 of the French Commercial Code. This subscription price would be equal to the average price for PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 339 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 TWENTY-SECOND RESOLUTION: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES, DURATION OF THE AUTHORIZATION, CEILING, EXERCISE PRICE, MAXIMUM OPTION TERM 7. resolves that the period during which the options must be exercised may not exceed 10 years from their grant; 8. notes that the decision of the General Meeting of Shareholders entails the waiver by shareholders, in favor of the beneficiaries of the options, of their preferential subscription rights to the shares that will be issued as and when the share subscription options are exercised; The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, acknowledging the report of the Board of Directors and the Statutory Auditors’ special report: 9. delegates full powers to the Board of Directors, with the option of sub-delegation, to set the other terms and conditions for the award of options and their exercise and in particular to: • set the conditions under which the options will be granted and draw up the list or categories of beneficiaries as provided for above, determine, where applicable, the length of service conditions to be met by these beneficiaries, decide on the conditions under which the price and the number of shares must be adjusted, in particular in the cases provided for in Articles R. 225-137 to R. 225-142 of the French Commercial Code, 1. authorizes the Board of Directors, with the option of subdelegation under the conditions set by law, within the framework of the provisions of Articles L. 22-10-49, L. 225-177, L. 22-10-56 to L. 22-10-58 of the French Commercial Code, to grant, in one or more installments, to the beneficiaries indicated below, options giving the right to purchase existing shares of the Company; the existing shares underlying the options that may be awarded under this resolution must be acquired by the Company, as part of the share buyback program authorized by the fifth ordinary resolution adopted by this meeting in accordance with Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution; • take into account, in determining the characteristics of each plan, the legal constraints, and notably tax constraints, applicable according to the jurisdiction in which the beneficiaries are located, in particular, concerning the United States, Article 422 of the Federal Tax Code; 2. sets the period of validity of this authorization at thirty-eight months • • set the exercise period for the options thus granted, it being specified that the term of the options may not exceed a period of ten years from their award date, from the date of this General Meeting of Shareholders; 3. resolves that the beneficiaries of these options may only be: provide for the ability to temporarily suspend the exercise of options for a maximum period of three months in the event of financial transactions involving the exercise of a right attached to the shares; • the employees or some of them, or certain categories of employees, of Compagnie Plastic Omnium SE and, where applicable, of companies or economic interest groups linked to it under the terms of Article L. 225-180 of the French Commercial Code, 10. acknowledges that this authorization supersedes any previous authorization with the same purpose. • or corporate officers who meet the conditions set by Article L. 22-10-57 of the French Commercial Code; TWENTY-THIRD RESOLUTION: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO FREELY AWARD EXISTING AND/OR TO BE ISSUED SHARES TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES, DURATION OF THE AUTHORIZATION, CEILING, DURATION OF THE VESTING PERIODS, PARTICULARLY IN THE EVENT OF DISABILITY AND RETENTION 4. the total number of options that may be granted by the Board of Directors under this authorization may not give the right to purchase a number of shares greater than 0.5% of share capital existing on the date of this General Meeting of Shareholders, it being specified that the total number of shares that may be freely awarded by the Board of Directors under the following authorization will be deducted from this ceiling; The total number of options that may be granted to the Company’s executive corporate officers may not give the right to subscribe or purchase a number of shares greater than 0.25% of the share capital on the date of this Meeting within this limit; The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, after having reviewed the report of the Board of Directors and the special report of the Statutory Auditors: 1. authorizes the Board of Directors, with the option to subdelegate under the conditions set by law, to proceed, on one or more occasions, in accordance with Articles L. 22-10-49, L. 22-10-59, L. 225-197-2 and L. 22-10-60 of the French Commercial Code, with the allocation of existing and/or to be issued ordinary shares in favor of: 5. resolves that the purchase price of the existing shares will be determined by the Board of Directors, in accordance with the provisions of Articles L. 22-10-56 and L. 225-179 of the French Commercial Code and without discount; 6. resolves that no options may be granted: • employees of the Company or of companies directly or indirectly related to it within the meaning of Article L. 225-197-2 of the French Commercial Code, • within ten trading days preceding and following the date on which the consolidated financial statements are made public, • within the period between the date on which the Company’s corporate bodies become aware of any information which, if made public, could have a significant impact on the price of the Company’s shares, and the date after ten trading sessions when this information was made public, • and/or corporate officers who meet the conditions set by Article L. 22-10-59 of the French Commercial Code; 2. the total number of free shares thus awarded may not exceed 0.2% of the share capital existing on the date of this Meeting, it being specified that the total number of shares to which the options that may be granted by the Board of Directors under the foregoing authorization would give right will be deducted from this ceiling. The total number of free shares that may be awarded to executive corporate officers of the Company may not exceed 0.1% of the share capital on the date of this Meeting within this limit; • less than twenty trading sessions after the ex-dividend date or a capital increase; 340 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 3. the vesting of free shares, including for executive corporate officers, will be expressly subject, pursuant to this authorization, to compliance with a presence condition and the achievement of one or more specific performance conditions determined by the Board of Directors at the time of the decision to award them. EXPLANATORY STATEMENT 24th resolution: Delegation of authority granting the Board of Directors powers to increase the share capital by issuing ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, with preferential subscription rights 4. notes that the decision of the General Meeting of Shareholders entails the waiver by shareholders, in favor of the beneficiaries of the free shares, of their preferential subscription rights to the shares that will be thus issued; The General Meeting of Shareholders is asked to delegate to the Board of Directors its authority to increase the share capital by issuing ordinary shares or investment securities giving access to the capital with preferential subscription rights. This delegation of authority to the Board of Directors enables it to have the flexibility, if needed, to carry out share issues that are best adapted to the market. 5. resolves that the Board of Directors will set, in accordance with the law, at the time of each award decision, (i) the vesting period, at the end of which the shares will vest, it being understood that the vesting period may not be less than one year from the award date of the shares, and (ii) the required holding period for the Company’s shares by the beneficiaries, which shall run from the vesting date of the shares. The holding period may not be less than one year and that, in the event that the vesting period is greater than or equal to two years, the holding period may be canceled by the Board of Directors; This delegation of authority concerns issues, with preferential subscription rights, of ordinary shares and/or equity securities giving access to other equity or other debt securities and/or securities giving access to the equity shares to be issued by the Company for a consideration or free of charge, pursuant to Article L. 228-91 et seq. of the French Commercial Code. 6. as an exception, vesting will take place before the end of the vesting period in the event of disability of the beneficiary corresponding to the classification in the second and third categories provided for in Article L. 341-4 of the French Social Security Code; It would be renewed for another twenty-six month period as of this General Meeting of Shareholders and, as such, cancels and replaces all previous delegations of authority with the same purpose. 7. the existing shares that may be awarded under this resolution must be acquired by the Company, as part of the share buyback program authorized by the fifth ordinary resolution adopted by this General Meeting of Shareholders in accordance with Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution; In the event of an issue of investment securities giving future access to new shares, the decision of the General Meeting of Shareholders would waive shareholders’ rights to subscribe to any shares that might be obtained from the securities initially issued. This authorization would be renewed for a maximum nominal amount of capital increases likely to be carried out immediately or in the future under this delegation of six million euros, (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million shares) it being specified that this amount would be included in the nominal amount of capital increases that may be realized by virtue of the twenty-fifth to twenty-ninth resolutions. 8. delegates full powers to the Board of Directors, with the option of subdelegation under the conditions set by law, for the purpose of: • • • setting the conditions and, where applicable, the criteria for the award of shares; determining the identity of the beneficiaries and the number of shares awarded to each of them; To this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital. determining the impact on the rights of the beneficiaries of transactions that modify the share capital or that are likely to affect the value of the shares granted and carried out during the vesting and holding periods and, accordingly, modify or adjust, if necessary, the number of shares granted to preserve the rights of beneficiaries; This delegation of authority would also cover the authorization to issue, under the conditions specified above, investment securities giving access to debt securities for a maximum nominal amount of two billion euros, it being specified that this amount would be included in the nominal amount of debt securities that may be issued pursuant to the twenty-fifth to twenty-ninth resolutions. • • determining, within the limits set by this resolution, the length of the vesting period and, where applicable, the holding period of the free shares awarded; where applicable: • • • acquiring the shares required under the share buyback program and allocate them to the performance share plan, 8 On these bases, the Board of Directors would be authorized to proceed with these issues, on one or more occasions, in the best interests of the Company and its shareholders, and could, in taking all necessary measures to ensure compliance with the holding requirements of beneficiaries, accordance with the law, establish shareholders on a reducible basis. a subscription right for and, in general, doing whatever the implementation of this authorization requires, within the framework of the legislation in force. The Board of Directors would be authorized to issue warrants of Company shares by subscription offer as well as the free allocation of new shares to owners of old ones. 9. sets the period of validity of this authorization at thirty-eight months from the date of this General Meeting of Shareholders; 10. acknowledges that this authorization supersedes any previous authorization with the same purpose. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 341 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 3. sets the period of validity of this delegation at twenty-six months from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; In addition, the Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. 4. in the event that the Board of Directors uses this delegation: • decides that shareholders may exercise their preferential subscription rights under the conditions provided for by law; in addition, the Board of Directors may introduce a reducible subscription right for shareholders which they could exercise in proportion to their subscription rights and within the limit of their requests, TWENTY-FOURTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITH PREFERENTIAL SUBSCRIPTION RIGHTS, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE AND ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF SUBSCRIPTIONS, DISTRIBUTE OR LAUNCH A PUBLIC OFFER FOR UNSUBSCRIBED SHARES • • decides that, if irreducible and, where applicable, reducible subscriptions do not absorb the entire ordinary share or security issue as defined above, the Board of Directors may use, in the order it considers appropriate, each or only some of the options provided for in Article L. 225-134 of the French Commercial Code, notes that, when necessary, this delegation of authority automatically waives, in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights to the shares to which these securities would give entitlement; The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with the French Commercial Code, particularly Articles L. 225-129-2, L. 22-10-49, L. 228-91, L. 228-92 and L. 225-132 et seq.: 5. resolves that the amount paid or due to the Company for each of the shares issued under this delegation shall be at least equal to the nominal value of the share on the date of issue of said shares; 1. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, either in euros, a foreign currency or any other account unit established on the basis of a series of currencies, with preferential subscription rights, ordinary shares and/or equity shares giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company; 6. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the conditions of the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: • 2. sets the limits of issue amounts authorized in the event that the concerning the preferential subscription rights attached to treasury Board of Directors uses this delegation of authority, as follows: shares, resolve not to take into account these shares when determining the preferential subscription rights attached to the other shares, distribute the preferential subscription rights attached to the treasury shares among the shareholders on a pro-rata basis according to the rights held, or to sell them on the stock market; • the total amount of capital increases that may be realized, immediately or in the future, pursuant to this delegation is limited to a nominal amount of six million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-fifth to twenty-ninth resolutions, subject to their adoption by the General Meeting, • set, if necessary, the conditions applied to exercising the rights attached to ordinary shares or securities giving access to the share capital, or debt securities to be issued and determines the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), • • • to this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital, decide, in the event of an issue of debt securities, including investment securities giving entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and to determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, the total amount of debt securities of the Company that could result from this delegation will be limited to a nominal amount of two billion euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to the twenty-fifth to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting; • on the Board’s sole initiative, charge all capital increase costs to the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, 342 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 • • set and make all adjustments destined to take account of the impact of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modify the bylaws accordingly, three trading days on the Euronext Paris market prior to the date the price is determined, minus the 10% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation; ● the issue price of the investment securities giving access to the capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these investment securities, be at least equal to the subscription price minimum defined above; and, in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. ● in addition, the conversion, redemption and more generally the transformation of convertible bonds, reimbursable or otherwise transformable into shares, will take into account the par value of said bond in the form of a number of shares such that the amount received by the Company for each share is at least equal to the minimum subscription price for each share issued. EXPLANATORY STATEMENT 25th resolution: Delegation of authority granting the Board of Directors powers to increase the share capital by issuing ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. The Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. Pursuant to Article L. 22-10-51 5th paragraph of the French Commercial Code, the Board of Directors may grant shareholders, for a specific period of time and subject to conditions determined by the Board in compliance with applicable legal and regulatory provisions, and for all or part of any issue, a priority subscription right which does not constitute a negotiable right and must be exercised in proportion to the quantity of shares owned by each shareholder. The twenty-fifth resolution would confer powers on the Board of Directors to issue, without preferential subscription rights, on one or more occasions, ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company by way of a public offering, excluding offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, for a maximum nominal amount of six million euros, (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million shares) it being specified that this amount would be included in the nominal amount of capital increases that could be carried out pursuant to the twenty-fourth and twenty-sixth to twenty-ninth resolutions. The decision of the General Meeting of Shareholders would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the investment securities giving access to the Company’s share capital. To this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital. In the event of an issue of securities carried out for the purpose of remunerating shares tendered in the context of a public exchange offer, the Board of Directors would have, within the limits set out above, the necessary powers to draw up the list of securities to be tendered for the exchange and determine the issue conditions, the exchange parity and, if applicable, the amount of the cash payment to be paid, and the terms of the issue. This resolution would also enable the Board of Directors to issue, under the conditions specified above, securities giving access to debt securities for a maximum nominal amount of two billion euros, it being specified that this amount would be included in the nominal amount of debt securities that may be issued pursuant to the twenty-fourth, twenty-sixth to twenty-ninth resolutions. 8 This delegation would be valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancels and replaces all previous delegations of authority with the same purpose. In accordance with the same conditions as those provided for pursuant to the twenty-sixth resolution and subject to the following: ● the issue price of the shares issued directly will be at least equal to the minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 343 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 TWENTY-FIFTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER, EXCLUDING THE OFFERS REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, AND THE ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF SUBSCRIPTIONS 3. sets the period of validity of this delegation at twenty-six months from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; 4. decides to waive shareholders’ preferential subscription rights to the securities covered by this resolution, while allowing the Board of Directors’, under the terms of Article L. 22-10-51, paragraph 5 of the French Commercial Code, to use the option to grant to the shareholders, for a certain period of time and on terms to be determined by the Board of Directors in compliance with the applicable law and regulations and, for some or all of the issue carried out, a priority subscription period which does not constitute a negotiable right. It must be exercised in proportion to the quantity of shares owned by each shareholder and may be supplemented by a reducible subscription right; The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 22-10-49, L. 22-10-52, L. 22-10-54 and L. 228-92: 5. decides that, if irreducible and, where applicable, reducible subscriptions do not absorb the entire issue of shares or securities as defined above, the Board of Directors limit the amount of the operation to the amount of subscriptions received; 1. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, either in euros, or a foreign currency or any other account unit established on the basis of a series of currencies, without preferential subscription rights, by way of a public offer excluding offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, ordinary shares and/or debt securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, for which the subscription may be effected by offset against liquid and payable receivables; public offerings made pursuant to this resolution, may be associated, in the context of one issue or several issues carried out simultaneously, with the offerings mentioned in 1° of Article L. 411-2 of the French Monetary and Financial Code and decided in accordance with the twenty-sixth resolution submitted to this General Meeting of Shareholders; 6. notes that, when necessary, this delegation of authority automatically waives in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights related to shares to which these securities would give entitlement; 7. decides that, in accordance with Article L. 22-10-52 of the French Commercial Code: • the issue price of shares shall be at least equal to the minimum authorized price as defined by law in force at the time this delegation is used, • the issue price of the investment securities giving access to the capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be at least equal to the subscription price minimum defined in the preceding paragraph, 2. sets the limits of issue amounts authorized in the event that the Board of Directors uses this delegation of authority, as follows: • • the total amount of capital increases that may be realized, immediately or in the future, pursuant to this delegation is limited to a nominal amount of six million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth and twenty-sixth to twenty-ninth resolutions, subject to their adoption by the General Meeting, the conversion, redemption and more generally the transformation into shares of each investment security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution; 8. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: • • to this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital, • set, if necessary, the conditions applied to exercising the rights attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determine the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), the total amount of debt securities of the Company that could result from this delegation will be limited to a nominal amount of two billion euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to the twenty-fourth and twenty-sixth to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting; • decide, in the event of an issue of debt securities, including investment securities giving entitlement to the allocation of debt securities referred to in Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed as the case maybe), their term and the conditions under 344 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 which such securities could give access to the capital of the Company or companies in which it directly or indirectly owns more than half of the capital, distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modify the bylaws accordingly, • • on the Board’s sole initiative, charge all capital increase costs to the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, • and, in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. set and make all adjustments destined to take account of the impact of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the ● EXPLANATORY STATEMENT the issue price of the shares issued directly will be at least equal to the minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last three trading days on the Euronext Paris market prior to the date the price is determined, minus the 10% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation; 26th resolution: Delegation of authority granting the Board of Directors powers to increase the share capital by the issue of ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, by way of an offer referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code ● the issue price of the investment securities giving access to the capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these investment securities, be at least equal to the subscription price minimum defined above; The twenty-sixth resolution would confer powers on the Board of Directors to issue, without preferential subscription rights, on one or more occasions, ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company by way of a public offering referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, for a maximum nominal amount of two million euros, (i.e., based on the current nominal value of the Company’s shares of €0.06, 33,333,333 shares) it being specified that this amount would be included in the nominal amount of capital increases that could be carried out under the twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions. ● in addition, the conversion, redemption and more generally the transformation of convertible bonds, reimbursable or otherwise transformable into shares, will take into account the par value of said bond in the form of a number of shares such that the amount received by the Company for each share is at least equal to the minimum subscription price for each share issued. On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. To this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital. The Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. This resolution would also enable the Board of Directors to issue, under the conditions specified above, investment securities giving access to debt securities for a maximum nominal amount of seven hundred and fifty million euros, it being specified that this amount would be included in the nominal amount of debt securities that could be issued pursuant to the twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions and under the same terms applied to security issues that may be carried out pursuant to the twenty-fifth resolution, subject to the following: The decision of the General Meeting of Shareholders would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the investment securities giving access to the Company’s share capital. 8 This delegation would be valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancel and replace all previous delegations of authority with the same purpose. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 345 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 TWENTY-SIXTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, AND THE ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF SUBSCRIPTIONS financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital, • the total amount of debt securities of the Company that could result from this delegation would be limited to a nominal amount of seven hundred and fifty million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting. The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 22-10-52 and L. 228-92: Moreover, in accordance with the provisions set forth in Article L. 22-10-52 of the French Commercial Code, all issues of equity securities will be capped at 20% of equity capital per 12-month period, and assessed at the date of issue; 1. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to issue, on one or more occasions and in the quantities and at the times it deems appropriate, by way of an offering as referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, either in euros, a foreign currency or any other account unit established on the basis of a series of currencies, without preferential subscription rights, ordinary shares and/or equity shares, giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, for which the subscription may be effected by offset against liquid and payable receivables; offers covered by 1° of Article L. 411-2 of the French Monetary and Financial Code and decided pursuant to this resolution may be associated, in the context of one issue or several issues carried out simultaneously, with the public offerings decided pursuant to the twenty-fifth resolution submitted to this General Meeting of Shareholders; 3. sets the period of validity of this delegation at twenty-six months from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; 4. decides to waive preferential subscription rights of shareholders within the context of this resolution; 5. notes that, when necessary, this delegation of authority automatically waives in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders’ preferential subscription rights to shares to which these securities would give entitlement; 6. decides that, in accordance with Article L. 22-10-52 of the French Commercial Code: • the issue price of shares shall be at least equal to the minimum authorized price as defined by law in force at the time this delegation is used 2. sets the limits of issue amounts authorized in the event that the Board of Directors uses this delegation of authority, as follows: • the total nominal amount of capital increases that may be realized pursuant to this delegation is limited to a nominal amount of two million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 33,333,333 shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth, twenty-fifth and twenty-seventh to twenty-ninth resolutions, subject to their adoption by the General Meeting, • the issue price of the investment securities giving access to the capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be at least equal to the subscription price minimum defined in the preceding paragraph, • the conversion, redemption and more generally the transformation into shares of each investment security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution; • to this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new 346 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 7. resolves that, if the subscriptions have not absorbed the entire issue of investment securities, the Board of Directors may limit the amount of the transaction to the amount of subscriptions received; EXPLANATORY STATEMENT 27th resolution: Delegation of authority granted to the Board of Directors to increase the share capital pursuant to the twenty-fourth to twenty-sixth resolutions, up to a limit of 15% of the initial issue, with maintenance or cancelation of preferential subscription rights 8. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the conditions of the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: As permitted by law, the twenty-seventh resolution would enable the Board of Directors to decide, in the context of capital increases with or without preferential subscription rights carried out under the twenty-fourth, twenty-fifth and twenty-sixth resolutions, to increase the number of securities to be issued at the same price as in the initial issue, within the time and limits provided for by the applicable regulations. • set, if necessary, the conditions applied to exercising the rights attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determines the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), This option would enable the Board of Directors to increase the number of shares to be issued by a maximum of 15% within 30 days of the end of the subscription period, at the same price, while remaining within the same limits of the nominal amount provided for in the twenty-fourth, twenty-fifth and twenty-sixth resolutions. • decide, in the event of an issue of debt securities, including investment securities giving entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, This new authorization would be valid for a period of twenty-six months as of this General Meeting and cancels and replaces all previous delegations of authority with the same purpose. • • on the Board’s sole initiative, charge all capital increase costs to the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, TWENTY-SEVENTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO INCREASE THE NUMBER OF SHARES TO BE ISSUED, WHEN A SHARE ISSUE IS CARRIED OUT, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, UNDER THE TWENTY-FOURTH THROUGH TWENTY-SIXTH RESOLUTIONS, UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE set and make all adjustments destined to take account of the impact of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of investment securities giving access to share capital will be preserved and modify the bylaws accordingly, The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings of Shareholders, after having read the report of the Board of Directors and the Statutory Auditors’ report, and pursuant to the provisions of Article L. 225-135-1 of the French Commercial Code: 1. decides that the Board of Directors, with the option to subdelegate under the conditions set by law, may increase by a maximum of 15% the number of securities to be issued under issues decided pursuant to the twenty-fourth, twenty-fifth and twenty-sixth resolutions, at the same price as that of the initial issue as provided in Articles L. 225-135-1 et R. 225-118 of the French Commercial Code, within the same time-frame and subject to the same limitations provided for by applicable regulations at the date of the issuance (currently, within thirty days of the subscription closure date) and within the limits provided for in the resolution pursuant to which the issue was decided; • and, in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. 8 2. sets the period of validity of this delegation at twenty-six months from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 347 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 ● EXPLANATORY STATEMENT the issue price of the securities giving access to the capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, be at least equal to the subscription price minimum defined above; 28th resolution: Delegation of authority granting the Board of Directors powers to increase the share capital to remunerate contributions in kind granted to the Company of equity securities or investment securities giving access to the capital of third-party companies ● in addition, the conversion, redemption and more generally the transformation of convertible bonds, reimbursable or otherwise transformable into shares, will take into account the par value of said bond in the form of a number of shares such that the amount received by the Company for each share is at least equal to the minimum subscription price for each share issued. The General Meeting of Shareholders is asked to grant a delegation of authority to the Board of Directors to enable it to increase the Company’s share capital in order to remunerate contributions in kind granted to the Company and consisting of equity securities or investment securities giving access to the capital of third parties, other than during a public exchange offer, to carry out any external growth transactions. On the basis of these elements, the Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. The Board will approve the Report of the Contribution Auditor(s) relating in particular to the value of the contributions, if this is necessary. The amount of the capital increase(s) that may be carried out in this respect would be limited to a maximum nominal amount of two million euros and would be deducted from the overall ceiling on capital increases. If subscriptions, including those of shareholders if applicable, do not absorb the entire issue, the Board of Directors would be authorized, in the order it determines, (i) to limit the issue to the amount of the subscriptions on the condition that, in the case of ordinary share or security issues where the main security is a share, such amount is equal to at least three-quarters of the initial amount of the issue, and (ii) to freely distribute all or part of the unsubscribed securities. This resolution would also allow the Board of Directors to issue, under the conditions specified above, investment securities giving access to debt securities for a maximum nominal amount of seven hundred and fifty million euros, it being specified that the nominal amount of debt securities that may be issued pursuant to the twenty-fourth to twenty-seventh and twenty-ninth resolutions would be deducted from this amount, subject to the specificities set out below: The Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. ● the issue price of the shares issued directly will be at least equal to The decision of the Shareholders’ Meeting would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the securities giving access to the Company’s share capital. the minimum provided for by applicable regulatory provisions on the day of the issue, i.e. the weighted average of the last three trading days on the Euronext Paris market prior to the date the price is determined, minus the 10% discount permitted by law, after adjusting the average, if applicable, to take account of the difference between the vesting dates, it being specified that in the case of share warrant issues, the amount received by the Company upon subscription will be taken into account in the calculation; This delegation would be valid for a period of twenty-six months as of this Shareholders’ Meeting and, as such, cancel and replace all previous delegations of authority with the same purpose. TWENTY-EIGHTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE, WITH CANCELATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, AS CONSIDERATION FOR CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR INVESTMENT SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities, and/or investment securities giving access to equity securities to be issued by the Company in order to remunerate contributions in kind granted to the Company and consisting of equity securities or investment securities giving access to the share capital, when the provisions of Article L. 22-10-54 of the French Commercial Code are not applicable; 2. sets the limits of issue amounts authorized in the event that the Board of Directors uses this delegation of authority, as follows: • the total nominal amount of capital increases that may be realized pursuant to this delegation is limited to the nominal amount of two million euros (i.e. based on the current nominal value of the Company's shares of €0.06, 33,333,333 shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of several currencies, it being specified that the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth to twenty-seventh and twenty-ninth resolutions would be deducted from this amount, subject to their adoption by the meeting, The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with the provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 225-147, L. 225-147-1, L. 22-10-53 and L. 228-92: 1. delegates to the Board of Directors, with the option of subdelegation under the conditions set by law, its authority to proceed, in one or more installments, in the proportions and at the times it sees fit, either in euros, in foreign currencies or in any other unit of account established by reference to a set of currencies, and with cancelation of shareholders’ preferential subscription rights, with the issue of 348 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 • • • • to this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or securities giving access to the share capital, set and make all adjustments destined to take account of the impact of transactions involving the capital of the Company, in particular in the event of a change in the nominal value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of investment securities giving access to share capital will be preserved and modify the bylaws accordingly, the total amount of debt securities of the Company that could result from this delegation would be limited to a nominal amount of seven hundred and fifty million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that the nominal amount of the debt securities that could be issued pursuant to the twenty-fourth to twenty-seventh and twenty-ninth resolutions of this meeting would be deducted from this amount, subject to their adoption by the meeting; and, in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. Moreover, in accordance with the provisions set forth in Article L. 22-10-52 of the French Commercial Code, all issues of equity securities will be capped at 10% of equity capital per period of 12 months, assessed at the date of issue; EXPLANATORY STATEMENT 29th resolution: Delegation of authority to be granted to the Board of Directors to increase the share capital with cancelation of preferential subscription rights, to remunerate contributions of securities as part of a public exchange offer 3. sets the period of validity of this delegation at twenty-six months from the date of this meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; 4. decides to waive preferential subscription rights of shareholders within the context of this resolution; The General Meeting of Shareholders is asked to grant a delegation of authority to the Board of Directors to enable it to increase the Company’s share capital intended to remunerate securities that may be contributed to the Company as part of a public exchange offer initiated by the Company and carried out in accordance with the provisions of Articles L. 225-129-2, L. 225-147, L. 22-10-54 and L. 228-92 of the French Commercial Code. 5. notes that, when necessary, this delegation of authority automatically waives, in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders’ preferential subscription rights to shares to which these investment securities would grant entitlement; 6. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: The maximum nominal amount of capital increases that may be carried out under this delegation of authority may not exceed a ceiling of six million euros or its equivalent in foreign currency and will be deducted from the overall amount of capital increases. The total nominal amount of the investment securities representing debt securities giving access to the share capital that may be issued under this delegation of authority may not exceed seven hundred and fifty million euros, it being specified that the nominal amount of debt securities liable to be issued under the twenty-fourth to twenty-eighth resolutions will be deducted from this amount. • determine the list of investment securities contributed, approve or reduce the valuation of the contributions and the granting of special benefits, set, where applicable, the amount of the cash balance to be paid and record the number of shares contributed, • set, if necessary, the conditions applied to exercising the rights attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determine the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as investment securities already issued by the Company), The Board of Directors would have the power to determine the issue price of securities and, where applicable, the terms of payment of the debt securities, in the best interests of the Company and the shareholders and taking account of all the parameters involved. 8 The Board of Directors would have the power to charge all share issue costs incurred pursuant to this resolution to the amounts of the corresponding capital increase premiums, and to deduct from these premiums the sums necessary to constitute the legal reserve. • • decide, in the event of an issue of debt securities, including investment securities granting entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, The decision of the General Meeting of Shareholders would automatically waive shareholders’ rights to subscribe to any shares that might be obtained from the investment securities giving access to the Company’s share capital. on the Board’s sole initiative, charge all capital increase costs to the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, This delegation would be valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancel and replace all previous delegations of authority with the same purpose. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 349 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 TWENTY-NINTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO ISSUE, WITH CANCELATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, AS CONSIDERATION FOR EQUITY SECURITIES OR INVESTMENT SECURITIES GIVING ACCESS TO THE SHARE CAPITAL CONTRIBUTED AS PART OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE 4. decides to waive preferential subscription rights of shareholders within the context of this resolution; 5. notes that, when necessary, this delegation of authority automatically waives, in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders’ preferential subscription rights to shares to which these investment securities would grant entitlement; 6. confers all powers to the Board of Directors, including that of sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: The General Meeting of Shareholders, after having read the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with the provisions of the French Commercial Code, particularly Articles L. 225-129-2, L. 225-147, L. 22-10-54 and L. 228-92: • approve the list of investment securities tendered to the public exchange offer, set the exchange ratio and, where applicable, the amount of the cash balance to be paid and record the number of securities tendered to the offer, 1. delegates to the Board of Directors, with the option of subdelegation under the conditions set by law, its authority to proceed, in one or more installments, in the proportions and at the times it sees fit, either in euros, in foreign currencies or in any other unit of account established by reference to a set of currencies, and with cancelation of shareholders’ preferential subscription rights, with the issue of ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities, and/or investment securities giving access to equity securities to be issued by the Company as consideration for equity securities or investment securities giving access to the share capital contributed as part of a public exchange offer initiated by the Company; • set, if necessary, the conditions applied to exercising the rights attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determine the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as investment securities already issued by the Company), • decide, in the event of an issue of debt securities, including investment securities granting entitlement to the allocation of debt securities pursuant to Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed), and the terms and the conditions under which such securities could give access to the share capital of the Company, 2. sets the limits of issue amounts authorized in the event that the Board of Directors uses this delegation of authority, as follows: • the total nominal amount of capital increases that may be realized pursuant to this delegation is limited to the nominal amount of six million euros (i.e. based on the current nominal value of the Company's shares of €0.06, 100 million shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of several currencies, it being specified that the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth to twenty-eighth resolutions would be deducted from this amount, subject to their adoption by the meeting, • • on the Board’s sole initiative, charge all capital increase costs to the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, set and make all adjustments destined to take account of the impact of transactions involving the capital of the Company, in particular in the event of a change in the nominal value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of investment securities giving access to share capital will be preserved and modify the bylaws accordingly, • • to this ceiling shall be added, if necessary, the nominal amount of additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital, the total amount of debt securities of the Company that could result from this delegation would be limited to a nominal amount of seven hundred and fifty million euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that the nominal amount of the debt securities that could be issued pursuant to the twenty-fourth to twenty-eighth resolutions of this meeting would be deducted from this amount, subject to their adoption by the meeting; • and, in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, takes all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out. 3. sets the period of validity of this delegation at twenty-six months from the date of this meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; 350 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 set by law, to increase the share capital on one or several occasions by issuing ordinary shares or investment securities reserved for employees and managers who are members of one or more savings plans of the Company and/or any French or foreign companies affiliated to it under the terms of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code; EXPLANATORY STATEMENT 30th resolution: Delegation of authority granted to the Board of Directors to carry out a capital increase reserved for employees, without preferential subscription rights In the thirtieth resolution, the General Meeting of Shareholders is asked to grant the Board of Directors the authority to carry out capital increases for the benefit of Group employees who are members of a company savings plan. ● waives, in favor of these persons, shareholders’ preferential subscription rights to shares that could be issued pursuant this delegation; ● ● sets the validity period of this delegation at twenty-six months as of this General Meeting; In accordance with Article L. 3332-19 of the French Labor Code, the issue price may not exceed the average share price over last twenty trading sessions preceding the decision to set the opening date of the subscription period. It can also not be more than 30% lower than this average, unless the lock-up period for subscribed shares is at least ten years, in which case the issue price cannot be lower than 40% of this average. the total nominal amount of the capital increases that may be carried out under this delegation is limited to a nominal amount of two hundred and sixty-four thousand eight hundred and nineteen euros (i.e. on the basis of the current nominal value of the Company’s shares of €0.06, 4,413,650 shares), or the equivalent value of this amount on the date the issue is decided in the event of an issue in another currency or in an account unit set by reference to several currencies, this amount being independent of any other ceiling provided for in delegations relating to capital increases. To this amount shall be added, if necessary, the additional amount of ordinary shares that may be issued in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of investment securities giving access to the Company’s share capital; The General Meeting of Shareholders is therefore requested to delegate to the Board of Directors, within the limit of a maximum nominal amount of two hundred and sixty-four thousand eight hundred and nineteen euros, the power to decide to carry out this capital increase. This delegation is valid for a period of twenty-six months as of this General Meeting of Shareholders and, as such, cancels and replaces all previous delegations of authority with the same purpose. ● ● ● decides that the price of shares to be issued under this delegation, may not be less than 30%, or 40% when the lock-up period provided for in Articles L. 3332-25 and L. 3332-26 of the French Labor Code is equal to or more than ten years, the average opening share price over the last twenty trading sessions preceding the Board of Director’s decision to increase the capital and issue the corresponding number of shares; or exceed this 20-day average; THIRTIETH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE BOARD OF DIRECTORS POWERS TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO COMPANY SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE, THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE PRICE, OPTION TO GRANT FREE SHARES IN APPLICATION OF ARTICLE L. 3332-21 OF THE FRENCH LABOR CODE decides that, pursuant to Article L. 3332-21 of the French Commercial Code, the Board of Directors may freely allocate to beneficiaries defined in the first paragraph above, existing or to be issued shares, or other existing or to be issued securities giving access to the share capital of the Company in respect of (i) the contribution that may be paid pursuant to the regulations of the employee savings plan of the Company or of the Group and/or (ii) if applicable, the discount; The General Meeting of Shareholders, after having read the report of the Board of Directors and the Statutory Auditors’ report on the application of Articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L.3332-18 et seq. of the French Labor Code: acknowledges that this delegation cancels any prior delegation with the same purpose. The Board of Directors may or may not implement this delegation and, with the option of subdelegation under the conditions set by law, take all necessary measures and carry out all necessary formalities. ● authorizes the Board of Directors, if it deems it appropriate and on its sole decision, and with the option to subdelegate under the conditions 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 351 SHAREHOLDERS' MEETING Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022 8 EXPLANATORY STATEMENT EXPLANATORY STATEMENT 31st resolution: Delegation of authority granting the Board of Directors the power to reconcile the Company bylaws with legal and regulatory provisions 32nd resolution: Ratification of the amendment of the bylaws carried out by the Board of Directors At its meeting of February 17, 2022, the Board of Directors carried out the following amendment of the bylaws, pursuant to the authorization given to it by the Combined General Meeting of April 22, 2021 in its 32nd resolution, in order to amend §2 of paragraph 1 in Article 7 “Form of the shares” pursuant to Commission Implementing Regulation EU 2018/1212 of September 3, 2018 in order to bring it into line with the provisions relating to the shareholder identification procedure. Each year, the General Meeting of Shareholders is asked to renew the authorization previously given to the Board of Directors to amend the bylaws to reconcile them with legislation or regulations. This delegation of authority would bring the bylaws into compliance with new legal or regulatory provisions without waiting for a General Meeting of Shareholders to be called. The amendments to the bylaws so decided would nonetheless be subject to ratification by the next General Meeting. THIRTY-SECOND RESOLUTION: RATIFICATION OF THE AMENDMENTS CARRIED OUT BY THE BOARD OF DIRECTORS TO RECONCILE THE COMPANY BYLAWS WITH LEGAL AND REGULATORY PROVISIONS THIRTY-FIRST RESOLUTION: DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS IN ORDER TO RECONCILE THE COMPANY BYLAWS WITH LEGAL AND REGULATORY PROVISIONS The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings of Shareholders, after having read the report of the Board of Directors, and in accordance with the provisions of Article L. 225-36 paragraph 2 of the French Commercial Code, ratifies the amendments made by the Board of Directors to the Company’s bylaws to ensure compliance with the new legislative provisions. The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, after having reviewed the report of the Board of Directors, grants full powers to the Board to reconcile the Company’s bylaws with legal and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General Meeting. EXPLANATORY STATEMENT 33rd resolution: Powers for formalities This resolution is intended to grant the necessary powers to carry out the formalities following the holding of the General Meeting of Shareholders. THIRTY-THIRD RESOLUTION: POWERS FOR FORMALITIES The General Meeting of Shareholders grants full powers to the bearer of an original, a copy or an extract of the minutes of the General Meeting to carry out any and all legal filings and formalities. 352 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Statutory Auditors’ report on the reduction in capital 8.3 STATUTORY AUDITORS’ REPORT ON THE REDUCTION IN CAPITAL COMBINED GENERAL MEETING OF APRIL 21, 2022 Twenty-first resolution This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the shareholders, In our capacity as statutory auditors of your company and in compliance with article L.22-10-62 of the French Commercial Code (Code de commerce) in the event of a capital reduction through the cancellation of shares purchased, we have prepared this report to inform you of our assessment of the reasons for and conditions of the proposed capital reduction. The General Meeting of Shareholders proposes that you delegate to it, for a period of twenty-six months from the date of this meeting, all powers to cancel, up to a limit of 10% of its share capital, per period of twenty-four months, the shares purchased by virtue of the implementation of an authorization by your company to purchase its own shares within the framework of the provisions of the aforementioned article. We performed the procedures we considered necessary in accordance with professional standards applicable in France. These procedures consisted in examining whether the reasons for and conditions of the proposed capital reduction, which is not likely to affect the equality of shareholders, are appropriate. We have no matters to report on the terms and conditions of the proposed reduction in capital. Paris-La Défense, March 9th, 2022, The Statutory Auditors MAZARS Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 353 SHAREHOLDERS' MEETING Report of the Statutory Auditors on the authorization to GRANT stock options 8 8.4 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT STOCK OPTIONS COMBINED GENERAL MEETING OF APRIL 21, 2022 Twenty-second resolution This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 225-177 and R. 225-144 of the French Commercial Code (Code de commerce), we hereby report to you on the authorization to grant stock options, on which you are asked to vote. The beneficiaries of these options may only be, on the one hand, the employees, or certain employees, or certain categories of employees, of your Company and, where applicable, of companies or economic interest groupings affiliated with it under the conditions set out in Article L. 225-180 of the French Commercial Code, and, on the other hand, corporate officers who meet the conditions set out in Article L. 22-10-57 of the French Commercial Code. The total number of options that may be granted under this authorization may not give entitlement to the purchase of a number of shares exceeding 0.5% of the share capital existing on the date of this meeting, it being specified that the total number of shares that may be granted free of charge by the Board of Directors under the authorization referred to in the twenty-third resolution will be deducted from this ceiling. The total number of options that may be granted to the company’s executive officers may not give right to the subscribtion for or purchase of a number of shares exceeding 0.25% of the share capital existing on the date of this meeting within this envelope. The existing shares underlying the options that may be granted under this resolution must be acquired by your Company within the framework of the share buyback program authorized by the fifth resolution adopted by this meeting under Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution. Your Board of Directors proposes, on the basis of its report, that you authorize it, with the option of sub-delegation, for a period of thirty-eight months from the date of this Meeting, to grant stock options. It is the responsibility of the Board of Directors to prepare a report on the reasons for the granting of stock options and on the proposed methods for determining the purchase price. It is our responsibility to express an opinion on the proposed methods for determining the purchase price of the shares. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted notably in verifying that the proposed methods for determining the purchase price of the shares are specified in the Board of Directors’ report and that they comply with the provisions of the law and regulations. We have no matters to report on the proposed methods of determining the purchase price of the shares. Paris-La Défense, March 9th, 2022, The Statutory Auditors, MAZARS Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 354 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Report of the Statutory Auditors on the authorization to grant existing or future free shares 8.5 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT EXISTING OR FUTURE FREE SHARES COMBINED GENERAL MEETING OF APRIL 21, 2022 Twenty-third resolution This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as statutory auditors of your company and in compliance with article L.225-197-1 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed authorization to grant existing or future free shares to employees and/or corporate officers of your company or of companies related to it within the meaning of article L.225-197-2 of the French Commercial Code, and/or to corporate officers who meet the conditions set forth in article L.22-10-59 of the French Commercial Code, on which you are called to vote. The total number of free shares thus granted may not exceed 0.2% of the share capital existing on the date of the present meeting, it being specified that the total number of shares to which the options that may be granted by the Board of Directors under the authorization referred to in the twenty-second resolution may give entitlement will be deducted from this ceiling. The total number of shares that may be granted free of charge to your company’s executive directors may not exceed 0.1% of the share capital existing on the date of this meeting within this envelope. The existing shares that may be granted under this resolution must be acquired by your company under the share buyback program authorized by the fifth resolution adopted by this meeting under Article L. 22-10-62 of the French Commercial Code or under any share buyback program applicable before or after the adoption of this resolution. The Board of Directors will set the presence and performance conditions to which the share grants will be subject, it being specified that each share grant must be entirely subject to the achievement of one or more performance conditions set by the Board of Directors. Your Board of Directors proposes, on the basis of its report, that you authorize it, with the option of sub-delegation, for a period of thirty-eight months from the date of this Combined General Meeting, to grant existing or future free shares. It is the responsibility of the Board of Directors to prepare a report on this operation which it wishes to be able to carry out. It is our responsibility to report to you, if necessary, our observations on the information given to you on the proposed transaction. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted notably in verifying that the terms and conditions envisaged and set out in the report of the Board of Directors are in accordance with the provisions of the law. We have no matters to report on the information given in the Board of Directors’ report in respect of the proposed authorization to grant bonus shares. Paris-La Défense, March 9th, 2022 The Statutory Auditors 8 MAZARS Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 355 SHAREHOLDERS' MEETING 8 Statutory Auditors’ report on the issue of shares and/or various securities with and/or without cancellation of the preferential subscription rights 8.6 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS COMBINED GENERAL MEETING OF OF APRIL 21, 2022 Twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh, twenty-eighth and twenty-ninth resolutions This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as statutory auditors of your Company and in compliance with Articles L. 228-92 and L. 225-135 and seq. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby report on the proposed issue of shares and/or securities, an operation upon which you are called to vote. Your Board of Directors proposes, on the basis of its report, that you delegate to it, with the option of sub-delegation, for a period of twenty-six months, the power to decide on the following operations and to set the final terms and conditions of these issues and proposes, where relevant, to cancel or maintain your preferential subscription rights: ● issue – with preferential subscription rights (twenty-fourth resolution) – of ordinary shares and/or securities, which are equity securities granting access to other equity securities or granting entitlement to the allocation of debt securities, and/or securities giving access to equity; ● issue – with cancellation of preferential subscription rights – of ordinary shares and/or securities, which are equity securities granting access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, by way of a public offering excluding offers referred to 1° in Article L. 411-2 of the Monetary and Financial Code (twenty-fifth resolution); ● issue – with cancellation of preferential subscription rights – through offerings in accordance with 1° of Article L. 411-2 of the French Monetary and Financial Code (Code monétaire et financier) for an amount that does not exceed 20% of the share capital per year (twenty-sixth resolution) – of ordinary shares and/or securities, which are equity securities granting access to other equity securities or granting entitlement to the allocation of debt securities and/or securities providing access to equity securities to be issued by the Company; ● issue – with cancellation of preferential subscription rights – of ordinary shares of the company and/or securities, which are equity securities granting access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, with a view to remunerating contributions in kind granted to the company and consisting of equity securities or securities giving access to the capital (twenty-eighth resolution), up to a limit of 10% of the share capital; ● issue – with cancellation of preferential subscription rights (twenty-ninth resolution), of ordinary shares and/or securities, which are equity securities providing access to other equity securities or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued as consideration for equity securities or investment securities giving access to the share contributed as part of a public exchange offer initiated by the Company. The overall nominal amount of the capital increases that may be carried out immediately or in the future may not exceed a maximum amount of €6,000,000 under each of the twenty-fourth, twenty-fifth and twenty-ninth resolutions and €2,000,000 under each of the twenty-sixth and twenty-eighth resolutions; it being specified that the nominal amount of the capital increases that may be carried out pursuant to the twenty-fourth to twenty-sixth and twenty-eighth to twenty-ninth resolutions would be deducted from these amounts, subject to their adoption by this Assembly. The overall nominal amount of the debt securities that may be carried out immediately or in the future may not exceed a maximum nominal amount of €2,000,000,000 under each of the twenty-fourth and twenty-fifth resolutions and €750,000,000 under each of the twenty-sixth, twenty-eighth and twenty-ninth resolutions; it being specified that the nominal amount of the debt securities that may be issued pursuant to the twenty-fourth to twenty-sixth and twenty-eighth to twenty-ninth resolutions would be deducted from these amounts, subject to their adoption by this Assembly. These ceilings take into account the additional number of securities to be created within the framework of the implementation of the delegations referred to in the twenty-fourth, twenty-fifth and twenty-sixth resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, if you adopt the twenty-seventh resolution. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 and seq. of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on other information relating to the issue provided in the report. 356 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Statutory Auditors’ report on the issue of shares and/or various securities with and/or without cancellation of the preferential subscription rights We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors’ report relating to these operations and the methods used to determine the issue price of the equity securities to be issued. Subject to a subsequent examination of the conditions for the proposed issue, we have no matters to report as to the methods used to determine the issue price of the equity securities to be issued provided in the Board of Directors’ report by virtue of the twenty-fifth, twenty-sixth and twenty-eighth resolutions. Furthermore, since this report does not specify the method of determining the issue price of the equity securities to be issued as part of the implementation of the twenty-fourth resolution and twenty-ninth resolution, we are not able to give our opinion on the choice of computational elements of this issue price. As the final conditions for the issues have not yet been determined, we cannot report on these conditions, and, consequently, on the proposed cancellation of preferential subscription rights made under the twenty-fifth, twenty-sixth and twenty-eighth resolutions. In accordance with Article R. 225-116 of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, on the use of these delegations by the Board of Directors in the case of issues of equity securities giving access to other equity securities or debt securities, in the case of issues of securities giving access to equity securities to be issued and in the case of issues of shares without preferential subscription rights. Paris-La Défense, March 9th, 2022 The Statutory Auditors MAZARS Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 8 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 357 SHAREHOLDERS' MEETING Statutory Auditors’ report on the issue of shares and/or securities reserved for members of a company savings plan 8 8.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN COMBINED GENERAL MEETING OF SHAREHOLDERS OF APRIL 21, 2022 Thirtieth resolution This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as statutory auditors of your company and in compliance with Articles L. 228-92 and L. 225-135 and seq. of the French Commercial Code (Code de commerce), we hereby report on the proposed delegation of authority granting the Board of Directors powers to decide on an issue of ordinary shares and/or securities giving access to the share capital without preferential subscription rights, reserved for the members of one or more Company or group savings plans set up by your Company and/or the French or foreign companies affiliated to it under the conditions of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code, on which you are called to vote. The total nominal amount of the capital increases that may be carried out is limited to a nominal amount of €264,819 (i.e., on the basis of the current nominal value of your company’s shares of €0.06, 4,413,650 shares), or to the equivalent of this amount on the date of the issue decision in the event of an issue in another currency or in a unit of account set by reference to several currencies, this amount being independent of any other ceiling provided for in respect of the delegation of capital increases. To this amount shall be added, where applicable, the additional amount of ordinary shares to be issued to preserve, in accordance with the law and any applicable contractual provisions providing for other cases of adjustment, the rights of holders of securities giving entitlement to equity securities of your company. This transaction is submitted for your approval pursuant to the provisions of Articles L. 225-129-6 of the French Commercial Code and L. 3332-18 and seq. of the French Labour Code. Your Board of Directors proposes, on the basis of its report, that you delegate to it, for a period of twenty-six months, and with the option of sub-delegation, the power to decide on an issue and to cancel your preferential subscription rights to the ordinary shares and/or securities to be issued. If necessary, it will be up to the Board of Directors to determine the final terms and conditions of this operation. It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 and seq. It is our responsibility to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on certain other information relating to the issue, given in this report. We performed those procedures we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted in verifying the contents of the Board of Directors’ report relating to this operation and the methods used to determine the issue price of the equity securities to be issued. Subject to a subsequent examination of the conditions for the proposed issue, we have no matters to report as to the methods used to determine the issue price of the equity securities to be issued provided in the Board of Directors’ report. As the final conditions for the issue have not yet been determined, we cannot report on these conditions, and, consequently, on the proposed cancellation of preferential subscription rights. In accordance with Article R. 225-116 of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, on the use of these delegations by the Board of Directors in the case of issues of equity securities giving access to other equity securities or debt securities, in the case of issues of securities giving access to equity securities to be issued and in the case of issues of shares without preferential subscription rights. Paris-La Défense, March 9th, 2022 The Statutory Auditors MAZARS Juliette Decoux-Guillemot ERNST & YOUNG et Autres May Kassis-Morin 358 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 8.8 RATIFICATION OF THE BYLAWS OF COMPAGNIE PLASTIC OMNIUM SE AS OF FEBRUARY 17, 2022 ARTICLE 1 – FORM The Company, initially formed as a Société anonyme (≃ public limited company), was converted into a Societas Europaea (SE) by a decision of the Extraordinary General Meeting of Shareholders on April 25, 2019. It is governed by current community and national provisions (hereafter the “Law”), as well as by these bylaws. ARTICLE 2 – NAME The Company’s corporate name is: COMPAGNIE PLASTIC OMNIUM SE In all acts and other documents issued by the Company, the Company’s name will be preceded or followed by the legibly written words “SE” or the abbreviation “SE” and the amount of its share capital. ARTICLE 3 – OBJECTS OF THE COMPANY The Company’s objects include: ● processing all forms of plastic, metal and other raw materials in order to manufacture all types of products and articles for all uses, particularly industrial; ● managing its property and capital assets; ● acquiring, building, leasing, developing, improving and exploiting any land or buildings; ● acquiring any interests and stakes in any French or foreign companies, enterprises and businesses, whatever their objects, and in any manner whatsoever, including acquisition and subscription of any transferable securities, partnership shares and other ownership interests; ● managing its investment portfolio of equity investments and securities; ● carrying out all works and services relating to general administration and building maintenance (other than acting as a building manager); ● and generally speaking, carrying out any commercial, industrial, property, movable and financial transactions directly or indirectly related to or useful for these objects or facilitate the implementation thereof. In France and abroad, the Company may create, acquire, exploit or cause to be exploited, any manufacturing, commercial or service trademarks, models and drawings, patents and manufacturing processes related to the aforementioned objects. The Company may directly or indirectly operate in any country, either on its own behalf or on behalf of third parties, through partnerships, holdings, groupings or companies, with all individuals or companies, and make any transaction within the scope of its objects in any form whatsoever. 8 ARTICLE 4 – REGISTERED OFFICE The registered office is fixed at: Lyon (69007), 19, boulevard Jules-Carteret. It may be transferred to any other location in France, by the decision of the Board of Directors, subject to the ratification of this decision by the next Ordinary General Meeting. It can be transferred to another member state of the European Union by a decision of the Extraordinary General Meeting of Shareholders; and where necessary any mandatory General Meetings of Shareholders, subject to the provisions of the Law. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 359 SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 8 ARTICLE 5 – TERM OF THE COMPANY The term of the Company, initially set at 99 years from the time of registration at the Trade & Companies Register, was extended by 99 years further to a decision of the Combined General Meeting on April 25, 2013. Accordingly, the Company’s term will expire on April 24, 2112, barring early dissolution or extension. ARTICLE 6 – SHARE CAPITAL The share capital is set at €8,827,329.18. It is divided into 147,122,153 shares, each in the same category and with a par value of €0.06 each. ARTICLE 7 – FORM OF SHARES 1. The shares are in registered or bearer form, as the holder chooses. 2. The Company is authorized at any time to ask, under the conditions fixed by law, for information pursuant to the law regarding the identification of owners of bearer securities that grant, immediately or at a future date, voting rights at Shareholders’ Meetings as well as the number of securities held by each of them and, where applicable, the restrictions on said securities. The Company is additionally entitled, as provided for by law, to request the identity of shareholders and the number of shares they each hold when it deems that certain holders whose identity has been disclosed to it hold shares on behalf of third parties. The Company may ask any legal entity owning more than 2.5% of the share capital or voting rights to reveal the identity of persons directly or indirectly holding more than one third of the share capital of the said legal entity or the voting rights at its General Meetings of Shareholders. ARTICLE 8 – RIGHTS ATTACHED TO EACH SHARE 1. The rights and obligations attached to shares remain attached to them, regardless of their holder. 2. Each share entitles its holder to a share of the Company’s assets, profits and liquidation bonus proportional to the number and value of existing shares. 3. Whenever a certain number of shares is required to exercise a right, it is up to the owners not having the said number to group together to form the required number of shares. 4. Voting rights attached to shares belong to the usufructuary in both Ordinary General Meetings and Extraordinary General Meetings of Shareholders. 5. All shares making up the share capital are treated equally with regard to tax liability. Accordingly, all direct or indirect taxes that may be payable for any reason whatsoever in the event of repayment of the capital, either during the lifetime of the Company or on its liquidation, will be apportioned uniformly between all the shares making up the capital, in such a way that the sum allotted to each share is the same for them all, allowance made however for the nominal value of each of them. ARTICLE 9 – SALE OF SHARES Shares can be freely transferred. 360 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 ARTICLE 10 – FULL PAYMENT OF SHARES 1. The amount of shares issued in a capital increase shall be payable in cash under the terms and conditions laid down by the Board of Directors. 2. Capital calls are announced to subscribers and shareholders fifteen days before each payment date by registered letter addressed to each shareholder or by a notice in a legal announcements newspaper published in the location of the registered office. 3. Any delay in the payment of amounts due on the unpaid amount of shares will automatically result in the payment of interest at the rate of 5% per annum for each day of delay, from the due date, without the need for any formalities whatsoever, and without prejudice to any personal action the Company may take against the defaulting shareholder and measures for compulsory enforcement provided for by the Law. ARTICLE 11 – ADMINISTRATION The Company is administered by a Board of Directors which sets the strategies for the Company’s business and ensures their implementation in accordance with its corporate interest, taking into account the social and environmental issues of its business activities. 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. Prior authorization of the Board of Directors is required for the following transactions: ● collateral security, sureties and guarantees given by the Company, under the conditions of Article L. 225-35 of the Commercial Code; ● regulated agreements, under the conditions of Article 13 herein. The Board of Directors carries out the controls and verifications that it deems necessary. The Board of Directors, appointed in accordance with the Law, is composed of three to eighteen members, natural persons or legal entities. This may be increased under conditions provided by the Law. During their term of office, all directors must own at least 900 shares. Directors are appointed for three years and are re-eligible. A director’s term of office expires at the end of the Ordinary General Meeting of Shareholders ruling on the accounts of the past year convened in the year in which the term of office of the director in question expires. The number of directors who are natural persons and permanent representative of legal-entity directors over the age of seventy-five cannot exceed half (rounded up to the nearest integer) the directors in office. Members of the Board of Directors must not disclose, even after the end of their duties, information in their possession regarding the Company which, if disclosed, would be likely to harm the Company, except where such disclosure is required or accepted by the legal or regulatory provisions in force or is in the public interest. ARTICLE 11 BIS – DIRECTOR REPRESENTING THE EMPLOYEES The Board of Directors also includes, pursuant to Article L. 22-10-7 of the French Commercial Code, two directors representing the Group’s employees. If the number of directors appointed by the General Meeting of Shareholders, apart from directors representing shareholder employees appointed under Article L. 22-10-5 of the Commercial Code, were to fall to eight or less, the number of directors representing employees would be reduced to one at the end of their term of office. 8 The term of office of directors representing employees is 3 years. If the seat of a director representing employees falls vacant for any reason whatsoever, the vacant seat will be filled as provided for by Article L. 225-34 of the French Commercial Code. Notwithstanding the rule stated in Article 11 “Administration” herein for directors appointed by the General Meeting of Shareholders, directors representing employees are not required to own a minimum number of shares. Appointment procedures: Directors representing employees are appointed under the following procedure: 1. one of them is appointed by the Group French Works Council; 2. the other by the staff representative body of the Societas Europaea. Directors representing employees must meet the conditions of appointment specified by the statutory and regulatory requirements on the subject. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 361 SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 8 ARTICLE 12 – DELIBERATIONS OF THE BOARD OF DIRECTORS The directors may convene meetings of the Board of Directors by any means, including verbally. Board meetings can be held wherever the convenor chooses. However, the Board may adopt decisions specified by current regulations by written consultation. The Board of Directors meets as often as the Company’s interests require and at least once every three months. A director may represent another director at a meeting of the Board of Directors. However, each director may have only one proxy for the same session. Except where the French Commercial Code requires the actual presence or representation of directors, they may participate in Board meetings by any videoconference or telecommunications means, under conditions in compliance with the regulations. The Board of Directors may only validly deliberate if at least half of its members are present or represented. Decisions are made by majority vote of the members in attendance or represented. In the event of a tied vote, the Chairman has a casting vote. The minutes are drawn up and copies or extracts of the deliberations are issued and certified as required by law. The Board can appoint committees and fix their composition and remit. The members of these committees are tasked with examining the questions submitted to them for an opinion by the Chairperson or the Board. ARTICLE 13 – RELATED-PARTY AGREEMENTS Pursuant to Article L. 229-7 subsection 6 of the French Commercial Code, the provisions of Articles L. 225-35, L. 225-38 and L. 22-10-12 to L. 22-10-13 of the Commercial Code apply to agreements entered into by the Company. ARTICLE 14 – CHAIRMAN AND CHIEF EXECUTIVE OFFICERS The Board of Directors shall elect one of its members as Chairman. The Chairman organizes and directs the work of the Board of Directors and reports on said work to the General Meeting of Shareholders. He sees to the smooth running of the Company’s bodies and more particularly ensures that the directors are in a position to carry out their duties. Either the Chairman of the Board of Directors or another natural person appointed by the Board of Directors as Chief Executive Officer is responsible for running the Company. The Board of Directors chooses in a free and majority vote one of the two modes of supervision and can at any moment by a majority vote modify its choice. The Board of Directors may, in accordance with the Law, appoint one or more natural persons as Managing Director to assist either the Chairman, if he assumes the office of Chief Executive Officer, or the Chief Executive Officer. There can be no more than five Managing Directors. The powers of the Chairman of the Board of Directors, if he is responsible for running the Company, and those of the Chief Executive Officer are set out by law. His powers may be limited by the Board of Directors in accordance with the Company’s decision-making structures. The Board of Directors determines, in accordance with the Law, the extent and duration of the powers conferred on the Managing Directors. Managing Directors have the same powers as the Chief Executive Officer with regard to third parties. The age limit for the position of Chairman of the Board of Directors shall be eighty years. The age limit for the positions of Chief Executive Officer and Managing Director shall be seventy-five years. ARTICLE 15 – DIRECTORS’ COMPENSATION The Board of Directors freely distributes among its members the compensation that may be allocated to them by the General Meeting of Shareholders. A higher proportion than that awarded to other directors may be awarded to directors who are members of the committees provided for in Article 12. The Board of Directors can award directors exceptional remunerations in the cases and under the conditions laid down by law. 362 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 ARTICLE 16 – STATUTORY AUDITORS The Ordinary General Meeting appoints one or more Principal Statutory Auditors to the duties determined by the Law. He or they are engaged for six fiscal years, in compliance with the conditions of eligibility laid down by law. They are re-eligible. The appointed Statutory Auditors may be natural persons or legal entities. They must be registered with the French Association of Chartered Accountants. The Ordinary General Meeting may appoint, under the same conditions and for the same term, one or more Alternate Auditors. The Alternate Auditor will replace the Statutory Auditor in the event of refusal, unavailability, resignation or death. This appointment is required if the principal Statutory Auditor is a natural person or a single-owner company in accordance with the Law. ARTICLE 17 – NON-VOTING BOARD MEMBERS The Board of Directors may appoint one or more non-voting board members, either natural persons or legal entities, who may or may not be chosen from among the shareholders and whose number shall in no event exceed three. They are appointed for a term of three years ending at the end of the Ordinary General Meeting ruling on the accounts of the last fiscal year and convened in the year in which their term expires. The non-voting board members shall be called to the meetings of the Board of Directors and take part in its deliberations on a consultative basis, and their absence shall not affect the validity of the deliberations. The Board of Directors can award non-voting board members compensation commensurate with their activity. The Board determines their share of compensation and apportions it among them. This share is deducted from the total amount of compensation set by the Ordinary General Meeting. ARTICLE 18 – GENERAL MEETINGS OF SHAREHOLDERS 1. General Meetings of Shareholders are convened and deliberate under the conditions laid down by law. You are reminded that to calculate the Meeting’s majority, votes cast do not include those attached to shares in respect of which the shareholder did not vote, abstained or cast a blank or spoiled vote. 2. Meetings are held at the registered office or any other place specified in the meeting notice. 3. Any owner of shares may attend meetings in person or through a proxy holder, subject to providing proof of identity and to the said shares being registered in the person’s name or that of the intermediary registered on their own account pursuant to the seventh subsection of Article L. 228-1 of the French Commercial Code, on the second working day preceding the meeting at midnight (Paris time), either in the Company’s account of registered shares or in the accounts of bearer securities held by an authorized intermediary, such registration in the bearer securities accounts being proven by a sworn statement of attendance within the same deadline and at the place stated in the meeting notice. 4. Meetings are chaired by the Chairman of the Board of Directors or, in the absence of the Chairman, by a director specially delegated by the Board. Failing which, the meeting elects its own Chairperson. 5. The minutes of meetings are drawn up and copies thereof are certified and issued as laid down by law. Postal voting, electronic voting and voting by proxy: 8 6. All shareholders can vote by post as provided for by law. To be taken into account, a postal voting form must be received by the Company at least two days before the day of the General Meeting, together with proof of registration of shares or a sworn statement of attendance as stated above. However, shareholders can use the electronic voting form available on the Company’s site for that purpose, if they vote no later than 3 pm Paris time the day before the General Meeting. This electronic form must bear the voter’s digital signature as provided for by this article. 7. Shareholders may be represented by another shareholder, their spouse or civil partner. They may also be represented by any natural or legal person of their choosing. A proxy can be named and withdrawn by electronic means. 8. The remote voting form and proxy given by a shareholder are signed by the latter, where necessary, using a secure electronic signature process as defined by Article 1367 of the French Civil Code, or using a digital signature process decided by the Board of Directors. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 363 SHAREHOLDERS' MEETING Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022 8 Attendance at General Meetings by means of teletransmission 9. If the Board of Directors so allows at the time of convening the General Meeting, shareholders may attend by videoconference or any means of telecommunication, including the Internet, that ensures they can be duly identified under the conditions and according to the procedures laid down by current regulations. 10. Shareholders attending by such means are deemed to be in attendance when determining the quorum and majority. 11. Each member of the General Meeting has as many votes as the shares they own or represent. However, a double voting right with respect to the share of capital they represent compared with voting rights attached to other shares is awarded to all fully paid-up shares that can be proved to have been registered in the name of the same shareholder for at least two years. This right is attached when the shares are issued, in the event of a capital increase through incorporation of reserves, profits or share premiums, to registered shares awarded free of charge to shareholders for former shares for which they benefit from this right. Any shares transferred freehold lose this double voting right; however, transfer further to inheritance, liquidation of community of property between spouses or donation inter vivos in favor of a spouse or legal heir, does not withdraw this vested right and does not interrupt the two-year period if it is in progress. Merger of the Company has no effect on a double voting right, which can be exercised in the acquiring company if the latter benefits from it. ARTICLE 19 – STATUTORY FINANCIAL STATEMENTS 1. Each accounting year starts on January 1 and ends on December 31 every year. 2. The fiscal year’s profit or loss is the difference between the fiscal year’s income and expenses, after deduction of depreciation, amortization and provisions, as calculated in the income statement. 3. A mandatory charge of at least five percent, less prior losses where applicable, is deducted from the fiscal year’s profits and allocated to a reserve fund called the “legal reserve”. This deduction ceases to be mandatory when the reserve fund equals one tenth of the share capital. 4. If there is any balance remaining, the General Meeting of Shareholders decides either to distribute it, carry it forward, or add it to one or more reserve items for which it controls the allocation and use. 5. After acknowledging the existence of available reserves, the General Meeting of Shareholders may decide to distribute amounts drawn from these reserves. In that case, the decision must expressly state the reserve accounts from which distributions are made. 6. The General Meeting of Shareholders is able to grant to shareholders, for all or part of the dividend or interim dividends distributed, an option between payment of the dividend or interim dividend in cash or in shares. ARTICLE 20 – DISSOLUTION 1. Upon dissolution of the Company decided by the Extraordinary General Meeting of Shareholders, one or more liquidators shall be appointed by the General Meeting of Shareholders under the quorum and majority conditions provided for Ordinary General Meetings. These appointments terminate the terms of office of the directors and the engagements of Statutory Auditors. 2. The liquidator represents the Company. He has full power to sell the assets, including amicably. He is empowered to pay the creditors and to share out the cash balance. 3. Net assets remaining after reimbursement of shares at their par value shall be distributed among shareholders in proportion to their stake in the share capital. ARTICLE 21 – DISPUTES Any disputes arising between the Company and the shareholders, or between shareholders themselves about corporate matters during the Company’s lifetime or on its liquidation will be brought before the courts having jurisdiction over the registered office. 364 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com 9 OTHER information AFR 9.1 GENERAL INFORMATION ABOUT THE COMPANY 366 General information about the Company 366 9.2 9.3 LIST OF REGULATED INFORMATION PUBLISHED DURING THE LAST 12 MONTHS 369 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT 370 AFR Appointment of the person responsible for the Universal Registration Document containing the Annual financial report 370 370 Declaration by the person responsible for the Universal Registration Document PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 365 ADDITIONAL INFORMATION General information about the Company 9 9.1 GENERAL INFORMATION ABOUT THE COMPANY ● carry out all works and services relating to general administration and building maintenance (other than acting as a building manager); GENERAL INFORMATION ABOUT THE COMPANY ● and in general, make any transaction (commercial, industrial, financial or related to property and capital assets) that is linked, directly or indirectly, to the Company’s purpose; or that could be relevant to it, or that could make the purpose easier to achieve. COMPANY NAME AND REGISTERED OFFICE The Company may, both in France and abroad, create, acquire, use or grant licenses to use all trademarks, brands, commercial names, designs, models, patents and manufacturing processes related to the above purpose. The full company name is Compagnie Plastic Omnium SE. Its registered office is located at 19, boulevard Jules-Carteret, 69007 Lyon, France, and its administrative headquarters is at 1, allée Pierre Burelle, 92300 Levallois-Perret, France. It may act directly or indirectly, on its own behalf or for a third party, in any country. It may do so either alone or with any other persons or companies in a partnership, joint venture, consortium or company, and may make any transaction within the scope of its corporate purpose.” TRADE AND COMPANIES REGISTER – WORLDWIDE DIRECTORY OF LEIS The Company is registered in the Lyon Trade and Companies Register under number 955 512 611 and registered in the worldwide directory of LEIs (Legal Entity Identifier) under code 9695001VLC2KYXXODW73. CHAIRMAN AND CHIEF EXECUTIVE OFFICERS (ARTICLE 14 OF THE BYLAWS) The Board of Directors shall elect one of its members as Chairman. LEGAL FORM AND GOVERNING LAW Compagnie Plastic Omnium SE, founded in 1875, is a European company governed by the applicable European Community and national provisions. The Chairman organizes and directs the work of the Board of Directors and reports on said work to the General Meeting of Shareholders. He sees to the smooth running of the Company’s bodies and more particularly ensures that the directors are in a position to carry out their duties. Either the Chairman of the Board of Directors or another natural person appointed by the Board of Directors as Chief Executive Officer is responsible for running the Company. TERM The Company’s term will run until April 24, 2112. The Board of Directors chooses in a free and majority vote one of the two modes of supervision and can at any moment by a majority vote modify its choice. The Board of Directors may, in accordance with the law, appoint one or more natural persons as Managing Director to assist either the Chairman, if he assumes the office of Chief Executive Officer, or the Chief Executive Officer. There can be no more than five Managing Directors. FISCAL YEAR The Company’s accounting period runs for twelve months, from January 1 to December 31. The powers of the Chairman of the Board of Directors, if he is responsible for running the Company, and those of the Chief Executive Officer are set out by law. His powers may be limited by the Board of Directors in accordance with the Company’s decision-making structures. CORPORATE PURPOSE (ARTICLE 3 OF THE BYLAWS) “The Company’s purpose is to: The Board of Directors determines, in accordance with the law, the extent and duration of the powers conferred on the Managing Directors. Managing Directors have the same powers as the Chief Executive Officer with regard to third parties. ● process all forms of plastic, metal and other raw materials in order to manufacture all types of products and articles for all uses, particularly industrial; ● manage its property and capital assets; The age limit for the position of Chairman of the Board of Directors shall be eighty years. ● acquire, build, lease, develop, improve and exploit any land or buildings; The age limit for the positions of Chief Executive Officer and Managing Director shall be seventy-five years. ● acquire any equity or other interest in any company, enterprise or other entity, in France or abroad, irrespective of its corporate purpose in whatsoever form and in particular by acquiring or subscribing for any form of security, equity interest or other right in such entities; ● manage its investment portfolio of equity interests and securities; 366 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION General information about the Company Mazars was appointed (first term) by the General Meeting of Shareholders of December 28, 1977 and renewed by the General Meeting of Shareholders of April 28, 2016 for a period of six fiscal years expiring at the close of the Ordinary General Meeting called to approve the financial statements for fiscal year 2021. In application of Order no. 2016-315 of March 17, 2016 which transposes EU Directive 2014/56 modifying EU Directive 2006/43 relating to the statutory audit of annual and consolidated financial statements as well as regulation no. 537/2014 relating to specific requirements applicable to statutory audits of public interest entities, the term of office of the Statutory Auditors Mazars cannot be renewed at the close of the General Meeting of Shareholders of April 21, 2022, as the maximum duration authorized by these texts will have been reached. CONSULTATION OF DOCUMENTS RELATING TO THE COMPANY Documents that must be made available to the public (Company’s bylaws, reports from the Statutory Auditors, reports from the Board of Directors and historical financial information relating to Compagnie Plastic Omnium SE and its subsidiaries, and that included in this Universal Registration Document) may be consulted, while they remain valid, at the registered office of Compagnie Plastic Omnium SE and also at its administrative headquarters (1, allée Pierre Burelle, 92300 Levallois-Perret, France). Some of these documents may also be available in electronic format on www.plasticomnium.com. This Universal Registration Document and Compagnie Plastic Omnium SE’s 2021 integrated report are both available in English. Following an open and formalized selection procedure, set up by a Selection Committee ad hoc, the Board of Directors, on the recommendation of the Audit Committee, selected the application of PricewaterhouseCoopers Audit to succeed Mazars as Principal Statutory Auditor. The appointment of PricewaterhouseCoopers Audit as Statutory Auditor for a period of six fiscal years expiring at the close of the Ordinary General Meeting called to approve the financial statements for fiscal year 2027 is submitted to the vote of the General Meeting of Shareholders of April 21, 2022. THE ROLE OF COMPAGNIE PLASTIC OMNIUM SE IN RELATION TO ITS SUBSIDIARIES Compagnie Plastic Omnium SE is a holding company with the following role: ● to hold equity interests in the holding companies for each business line. These holding companies own, directly or indirectly, shares in the operating subsidiaries; Alternate Statutory Auditors ● to finance Group subsidiaries to provide them with optimal market conditions, either directly or via Plastic Omnium Finance (the Group’s AUDITEX Alternate to Ernst & Young et Autres Tour Ernst & Young 11, allée de l’Arche 92400 Courbevoie Central Treasury); ● to grant Group subsidiaries the right to use the brands it owns. This is subject to a license fee paid by the licensees (see the Statutory Auditors’ report on related-party agreements). Mr. Gilles Rainaut Alternate to Mazars STATUTORY AUDITORS Principal Statutory Auditors Ernst & Young et Autres 60, avenue du Général-Leclerc 92100 Boulogne-Billancourt Statutory Auditor, member of Compagnie Régionale de Versailles, Auditex and Mr. Gilles Rainaut were appointed by the General Meeting of Shareholders of April 29, 2010 for a period of six fiscal years expiring at the close of the General Meeting of Shareholders called to approve the financial statements for fiscal year 2021. The Annual General Meeting of April 21, 2022 will be asked to record the expiry of their terms of office, which will not be renewed in accordance with the law. represented by May Kassis-Morin 41, rue Ybry 92200 Neuilly-sur-Seine Ernst & Young et Autres was appointed (first term) by the General Meeting of Shareholders of June 29, 2010 and renewed by the General Meeting of Shareholders of April 28, 2016 for a period of six fiscal years expiring at the end of the Ordinary General Meeting called to approve the financial statements for fiscal year 2021. The term of office of Ernst & Young et Autres is subject to renewal at the General Meeting of Shareholders of April 21, 2022 for a period of six fiscal years expiring at the close of the General Meeting of Shareholders called to approve the financial statements for the fiscal year ending December 31, 2027. Compensation of Statutory Auditors and members of their network paid by the Group See Note 7.4 to the consolidated financial statements in chapter 5 of this Universal Registration Document. The decision to submit this term of office for renewal was taken by the Board of Directors on the recommendation of the Audit Committee. AGREEMENTS ENTERED INTO BY THE COMPANY WHICH WOULD CHANGE OR END IF CONTROL OF THE COMPANY CHANGED 9 Mazars The bonds issued in June 2017 include a clause allowing the investor to demand redemption or repurchase of their bond(s) if control over the Company changes. There is a similar clause in most other Group financing contracts. Statutory Auditor, member of the Compagnie Régionale de Versailles, represented by Juliette Decoux 135, boulevard Haussmann 75008 Paris PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 367 ADDITIONAL INFORMATION General information about the Company 9 AGREEMENTS WHICH, IF IMPLEMENTED, COULD EITHER PROVOKE A CHANGE OF CONTROL OF THE COMPANY, OR COULD DELAY, POSTPONE OR PREVENT SUCH A CHANGE DEPENDENCE Compagnie Plastic Omnium SE is not currently dependent on any patents or manufacturing processes owned by third parties or on any special supplying contracts. In the sector of the automotive industry in which Compagnie Plastic Omnium operates, sub-contractors do not generally define the specifications for sub-contracted parts. When, exceptionally, sub-contractors are able to do so, the Group’s policy is to define contractually the arrangements for the sub-contractor to transfer the design work, in order to be able to be used with other services. There is currently no bylaw, charter, regulation or provision that could delay, postpone or prevent a change of control. MATERIAL CONTRACTS There are no other material contracts apart from those agreed in the normal course of business. The Company’s material financial contracts are described in Note 5.2.6.2 to the consolidated financial statements. 368 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION List of regulated information published during the last 12 months 9.2 LIST OF REGULATED INFORMATION PUBLISHED DURING THE LAST 12 MONTHS Nature of the information References for the publications or releases Business and results First quarter revenue for 2021 First half results for 2021 April 20, 2021 July 21, 2021 Third quarter revenue for 2021 Full-year results for 2021 October 27, 2021 February 22, 2022 Share performance 2020 half-year statement on the liquidity agreement 2020 full-year statement on the liquidity agreement Declaration of transactions involving treasury stock Declaration of voting rights July 5, 2021 January 6, 2022 August 23, August 30, September 6, 2021 April 20, May 4, June 2, July 5, August 28, September 6, October 4, November 3, December 3, 2021 January 4, February 4, March 3, 2022 General Meeting of Shareholders: legal documents Description of the share buyback program March 31, 2022 March 31, 2022 March 31, 2022 March 31, 2022 March 31, 2022 March 31, 2022 Professional fees of the Statutory Auditors – 2021 Report on Corporate Governance and Internal Control – 2021 Public availability of documents prior to the Annual General Meeting of April 21, 2022 Draft update of corporate bylaws Public availability of the 2022 Notice of General Meeting of Shareholders in the French Official Bulletin of Legal Notices (BALO) Regulated and permanent information 2021 half-year results report July 21, 2021 March 15, 2022 May 6, 2021 2021 Universal Registration Document (XHTML & PDF) Plastic Omnium signs technological partnership with McPhy to boost its expertise and solutions for hydrogen fuel cell electric vehicles. Plastic Omnium signs partnership with Hopium to develop the Māchina hydrogen storage system. EKPO Fuel Cell Technologies secures high-volume series production contract for fuel cell stacks. Two new members join Plastic Omnium’s Executive Committee. May 12, 2021 May 17, 2021 June 7, 2021 Plastic Omnium at the Munich Auto Show for major technological and commercial advances in the vehicles of tomorrow September 6, 2021 Alstom and Plastic Omnium partner to design onboard storage solutions for hydrogen trains September 21, 2021 September 24, 2021 Updated financial guidance for 2021 following the significant adjustment of IHS Markit’s forecasts regarding worldwide automotive production Plastic Omnium and AVL sign a strategic hydrogen partnership. November 23, 2021 December 7, 2021 December 8, 2021 December 8, 2021 Plastic Omnium New Energies raps up its organizational focus on hydrogen mobility. Plastic Omnium unveils its ambitious objectives for carbon neutrality roadmap. 9 TotalEnergies and Plastic Omnium sign a strategic partnership to accelerate development of recycled plastic materials in the automotive industry. The press releases have been posted on the website of the French Financial Market Authority (Autorité des Marchés Financiers) and can be viewed on the Compagnie Plastic Omnium SE website, www.plasticomnium.com. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 369 ADDITIONAL INFORMATION Person responsible for the Universal Registration Document 9 9.3 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AFR APPOINTMENT OF THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT CONTAINING THE ANNUAL FINANCIAL REPORT Laurent Favre, Chief Executive Officer of Compagnie Plastic Omnium SE DECLARATION BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT I certify that the information contained in this Universal Registration Document is, to the best of my knowledge, factual and does not contain any material omission that would alter its content. I state that, to my knowledge, the financial statements are prepared in accordance with the applicable accounting standards and give a true picture of the assets, the financial situation and the results of the Company and its consolidated entities, and that the management report included in this document presents an accurate picture of the business development, results and financial situation of the Company and its consolidated entities, and that it describes the main risks and uncertainties that they face. Levallois, March 14, 2022 Laurent Favre Chief Executive Officer 370 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION Universal Registration Document cross-reference table UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE Page numbers in the Universal Registration Document Subjects 1. Persons responsible 1.1 Identity of the person responsible 1.2 Declaration by the person responsible 1.3 Statement regarding the filing of the document 2. Statutory Auditors 370 370 1 2.1 Name and address of the Statutory Auditors 3. Risk factors 367 51-56; 143-176 4. Information concerning Compagnie Plastic Omnium SE 5. Business overview 5.1 Principal activities 28-29 et 131 18-19; 42-49; 131-133 38-49 5.1.1 Nature of the issuer’s operations and its principal activities 5.1.2 New products and services 5.2 Principal markets in which the issuer operates 5.3 Significant events 19; 127-130; 234-235 14-17; 221-230 5.4 Strategy and objectives 5-7; 12-13; 30-49; 134-140 5.5 Extent to which the issuer is dependent on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes 368 18; 42; 45; 46; 49; 131-133 200-203 5.6 Competitive position 5.7 Investments 5.7.1 Material investments 28; 183; 224-226; 243-244 N/A 5.7.2 Material investments in progress or for which firm commitments have already been made 5.7.3 Joint ventures and significant investments 5.7.4 Environmental issues that may affect the utilization of property, plant and equipment 6. Organizational structure 238; 245-246 165-176 6.1 Brief description of the Group 18-19; 42-49; 131-133 277-281 6.2 List of significant subsidiaries 7. Operating and financial review 7.1 Financial condition 7.1.1 Review of the performance of the issuer’s business and its financial condition including financial and, where appropriate, non-financial key performance indicators 20-21; 28-29 30-33; 38-49 200-202 7.1.2 Future development forecasts and Research and Development activities 7.2 Operating results 7.2.1 Significant factors, unusual or infrequent events or new developments 7.2.2 Reasons for material changes in net sales or revenues 200-203; 221-230 200-202 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 371 ADDITIONAL INFORMATION Universal Registration Document cross-reference table Page numbers in the Universal Registration Document Subjects 8. Capital resources 8.1 Information on capital resources 8.2 Cash-flow 203; 209; 252; 267 211-212 8.3 Borrowing requirements and funding structure 8.4 Restrictions on the use of capital resources 8.5 Anticipated sources of funds 202-203; 263; 269 N/A N/A 9. Regulatory environment 9.1 Description of the regulatory environment that may materially affect the issuer’s business 10. Trend information 126-129 10.1 Description of the most significant recent trends and changes in the Group’s financial performance since the end of the last fiscal year 200-203 203 10.2 Events likely to have a material effect on the Group’s prospects 11. Profit forecasts or estimates 11.1 Published profit forecasts or estimates N/A N/A 11.2 Statement on the principal forecast assumptions 11.3 Statement on comparability with historical financial information and consistency of accounting policies 12. Administrative, management and supervisory bodies and Senior Executives 12.1 Information on members of the administrative, management or supervisory bodies and Senior Executives 12.2 Conflicts of interest 214-215 66-78 82 13 Compensation and benefits 13.1 Compensation paid and benefits in kind 93-105 95-96 13.2 Provisions for pensions, retirement or similar benefits 14. Board practices 14.1 Terms of office of the members of the Board of Directors 66-78 14.2 Service contracts between members of the administrative, management or supervisory bodies and the Company 117 89-92 118 14.3 Information on the committees 14.4 Statement of compliance with applicable corporate governance regime 14.5 Potential material impacts on corporate governance 15. Employees 80-81 15.1 Breakdown of employees 152-159; 184-186; 273 112-115; 124; 254-256 N/A 15.2 Shareholdings and stock options 15.3 Arrangements for involving employees in the issuer’s capital 16. Major shareholders 16.1 Interests in the issuer’s capital 16.2 Existence of different voting rights 16.3 Control of the issuer 318; 321 119 367 N/A 16.4 Shareholder agreements 17. Related-party transactions 117; 275; 315-316 372 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION Universal Registration Document cross-reference table Page numbers in the Universal Registration Document Subjects 18. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 18.1 Historical financial information 18.1.1 Audited historical financial information covering the latest three fiscal years and audit report 18.1.2 Change of accounting reference date 1; 206-314 N/A 18.1.3 Accounting standards 214-221 214 18.1.4 Accounting framework 18.1.5 Balance sheet, income statement, changes in equity, cash-flow statement, accounting policies and explanatory notes 289-306 18.1.6 Consolidated financial statements 18.1.7 Age of financial information 206-281 369 18.2 Interim and other financial information 18.2.1 Quarterly or half-yearly financial information published 18.3 Audit of historical annual financial information 18.4 Pro forma financial information N/A N/A 1; 282-286; 310-314 N/A 18.5 Dividend policy 18.5.1 Description of dividend distribution policy and any restrictions thereon 18.5.2 Amount of dividend per share 319; 326-327 254; 307; 319 N/A 18.6 Legal and arbitration proceedings 18.7 Significant change in the issuer’s financial position 19. Additional information N/A 19.1 Share capital 119-124 19.1.1 Amount of issued capital, number of shares issued and fully paid-up and par value per share, authorized number of shares 119 321 19.1.2 Information relating to shares not representing capital 19.1.3 Number, book value and face value of shares held by the issuer 19.1.4 Convertible securities, exchangeable securities or securities with warrants 19.15 Terms of any acquisition rights and/or obligations 19.1.6 Options or agreements 122-123 119 N/A N/A 19.1.7 History of share capital 122 19.2 Memorandum and bylaws 359-364 366 19.2.1 Register and corporate purpose 19.2.2 Rights, preferences and restrictions attaching to each class of shares 19.2.3 Provisions that would delay, defer or prevent a change in control 20. Material contracts 119 118 368 21. Documents available 367 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 373 ADDITIONAL INFORMATION Annual financial report cross-reference table ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE The cross-reference table below enables the information relating to the annual financial report in this Universal Registration Document to be identified. Page numbers in the Universal Registration Subject Document 1. Declaration by the person responsible for the information contained in the annual financial report 2. 2021 statutory financial statements 3. 2021 consolidated financial statements 4. Management report 370 287-309 205-281 4.1 Analysis of business development 4.2 Analysis of results 16-17; 200-203; 288 200-203; 288 200-203; 288 51-56 4.3 Analysis of the financial position 4.4 Main risks and uncertainties 20; 29; 144-146; 147-159; 165-176; 180-183; 184-186; 187-188 4.5 Key indicators relating to environmental and personnel matters 4.6 Buyback by the Company of its own shares 122-124 310-314 282-286 276 5. Statutory Auditors’ report on the 2021 annual financial statements 6. Statutory Auditors’ report on the 2021 consolidated financial statements 7. Statutory Auditors’ fees 8. Report of the Board of Directors on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code 62-124 374 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION Management report cross-reference table MANAGEMENT REPORT CROSS-REFERENCE TABLE The cross-reference table below enables the information relating to the annual management report in the Universal Registration Document in accordance with Articles L. 225-100-1 et seq. of the French Commercial Code to be identified. Page numbers in the Universal Registration Subject Document 1. Information about the activity of the Company and the Group 1.1 Overview of the operations and results of the issuer, the subsidiaries and the companies it controls by branch of activity 1.2 Predictable changes in the issuer and/or Group 200-203 203 1.3 Events after the reporting date of the issuer and/or Group 1.4 Research and Development activities of the issuer and the Group 203 38-49 1.5 Analysis of changes in the issuer’s activity, results and financial position, given the volume and complexity of the issuer’s and the Group’s business 200-203 1.6 Key financial and non-financial performance indicators (including information about environmental and personnel issues) of the issuer and the Group 20-21; 144-146 52-56; 143-146 1.7 Main risks and uncertainties faced by the issuer 1.8 Financial risks associated with the effects of climate change and overview of measures taken to reduce them 54; 139; 146; 165-173 1.9 Principal characteristics of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information 59-60 1.10 Hedging transaction objectives and policy Information on the use of financial instruments Exposure to price risk, credit risk, liquidity risk and cash-flow risk of the Company and the Group 267-273 2. Legal, financial and tax information of the issuer 2.1 Breakdown and change in shareholding structure 122-124 277-281 124 2.2 Names of controlled companies 2.3 Statement of employee share ownership 2.4 Significant investments made in companies whose registered office is located on French territory 2.5 Acquisition and sale by the issuer of its own shares (share buyback program) 2.6 Injunctions or financial penalties as a result of anti-competitive practices 2.7 Any adjustments for shares giving access to capital in the case of share buybacks and financial transactions 2.8 Dividends paid during the past three fiscal years N/A 122-124 N/A N/A 319; 326 268; 309 112-115 109 2.9 Supplier and customer payment terms 2.10 Conditions for the exercise and holding of options by corporate officers 2.11 Conditions for holding free shares allocated to executive corporate officers and corporate officers 2.12 Company income over the last five fiscal years 307 2.13 Social and environmental consequences of the Company’s activities 2.14 Vigilance plan 136-159; 165-176 177-179 3. Issuer CSR information 3.1 Description of the main risks and uncertainties 143-146 3.2 Financial risks related to the effects of climate change and measures taken by the Company to reduce them, implementing a low-carbon strategy 54; 139; 146; 165-173 267-272 3.3 Hedging objectives and policy; the Company’s exposure to price, credit, liquidity and cash risks 3.4 Internal control and risk management procedures relating to the preparation and processing of accounting and financial information 59-60 4. Issuer’s CSR information 4.1 Statement of Non-Financial Performance 125-192 193-196 61-124 4.2 Certification by an independent third party of the information contained in the Statement of Non-Financial Performance 5. Report on corporate governance PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 375 ADDITIONAL INFORMATION Corporate governance report cross-reference table CORPORATE GOVERNANCE REPORT CROSS-REFERENCE TABLE The cross-reference table below enables the information relating to the corporate governance report in this Universal Registration Document in accordance with Articles L. 225-37-3 et seq. of the French Commercial Code to be identified. References for the publications or releases Nature of the information 1. Information about compensation and benefits granted 1.1 Total compensation and benefits of any kind paid by the issuer to corporate officers 1.2 Fixed, variable and exceptional components of compensation paid by the issuer to corporate officers 1.3 Commitments of any kind made by the issuer for the benefit of its corporate officers 93-115 93-115 93-115 1.4 Level of compensation of corporate officers with respect to (i) average compensation and (ii) median compensation on a full-time equivalent basis of the issuer’s employees other than corporate officers and changes in this ratio over the last five fiscal years, at a minimum, presented together in a way that allows comparison 104 2. Information on governance 2.1 Positions held and functions exercised in any company by each corporate officer during the fiscal year 66-78 116-117 116 2.2 Agreements entered into between a corporate officer or a significant shareholder with a subsidiary of the issuer (excluding agreements relating to current transactions and entered into on normal terms) 2.3 Procedure put in place by the issuer pursuant to paragraph 2 of Article L. 225-39 of the French Commercial Code on related-party agreements and the implementation thereof 2.4 Summary table of delegations of authority and authorizations in effect with regard to capital increases showing the use made of such delegations during the fiscal year 119-121 N/A 2.5 Senior Executive procedures in the event of changes 2.6 Composition and conditions for the preparation and organization of the work of the Board of Directors 62-92 2.7 Diversity policy applied to members of the Board of Directors, balanced representation of women and men on the Executive Committee 62-63 86 2.8 Potential restrictions imposed by the Board of Directors on the powers of the Chief Executive Officer 2.9 Corporate Governance Code 118 2.10 Terms and conditions specific to shareholder participation in General Meetings of Shareholders or provisions of the bylaws setting out such terms and conditions 117 3. Information that may have an impact in the event of a public takeover or exchange offer 3.1 Structure of the issuer’s capital 124 119 124 N/A 3.2 Statutory restrictions on the exercise of voting rights and share transfers 3.3 Direct or indirect investments in the capital of the issuer 3.4 List of holders of any securities with special rights and description thereof 3.5 Control systems provided for in any employee shareholding structure in which rights of control are not exercised by the employees N/A N/A 3.6 Agreements between shareholders that may give rise to restrictions on share transfers and the exercise of voting rights 3.7 Rules applicable to the appointment and replacement of members of the Board of Directors and amendment of the issuer’s bylaws N/A N/A 3.8 Powers of the Chief Executive Officer, with regard in particular to the issuance or buyback of shares 3.9 Agreements entered into by the issuer that are amended or cease to apply in the event of a change in the ownership of the issuer, unless such disclosure would seriously harm its interests, except where there is a legal obligation to disclose 368 N/A 3.10 Agreements providing for the payment of indemnities to corporate officers or employees in the event of resignation or dismissal without just cause or of termination of employment as a consequence of a public takeover or exchange offer 376 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION Financial glossary FINANCIAL GLOSSARY A AMF (French Financial Markets Authority) Financial institution and French independent administrative authority whose role is to set the operating and ethics rules of the markets, monitor the markets and protect investors and shareholders. B Broker Intermediary between a buyer and a seller, the broker facilitates trades between different traders or asset managers. C Capital expenditures and projects Corresponds to acquisitions of property, plant and equipment and intangible assets, net of disposals, the net change in advances to suppliers of fixed assets and investment subsidies received (see Cash-flow Statement in section 4.7, line E “Operating cash-flows from investing activities” in part 2 of the consolidated financial statements). Consolidated revenue Covid Does not include the share of joint ventures, consolidated by using the equity method, in accordance with IFRS 10-11-12. Covid-19 refers to “Coronavirus Disease 2019”, the disease caused by a virus of the Coronaviridae family, SARS-CoV-2. This infectious disease is a zoonosis, whose origin is still debated, which emerged in December 2019 in the city of Wuhan, in the province of Hubei in China. It quickly spread around the world. D DSS (deferred settlement service) Paid service enabling, for the most liquid shares, to defer the payment for orders and delivery of shares until the last stock market day of the month. E EBITDA Corresponds to the operating margin which includes the share of profit of associates and joint ventures before allowances for depreciation and operating provisions, see Notes 4.2 and 4.4 to the consolidated financial statements. Economic revenue Euronext Paris Corresponds to consolidated revenue, plus revenue from the Group’s joint ventures, consolidated at their percentage of ownership: BPO (50%), YFPO (50%) for Plastic Omnium Industries and SHB Automotive modules (Samlip) (33%) for Plastic Omnium Modules. Market operator which organizes, manages and develops the Paris securities markets. It performs a market regulatory function (financial transactions, monitoring of brokers) through delegation of the AMF. Ex-dividend date The date on which the share’s dividend is paid. The dividend amount is deducted from the closing price on the day preceding the ex-dividend date. The dividend will then be received by the shareholder on the payment date. On the ex-dividend date, the opening price theoretically loses the equivalent value of the dividend from its closing price of the day before. F Float Portion of the equity capital available to the public and used in stock market trading. Plastic Omnium’s float was 38.4% at December 31, 2021. Free cash-flow Corresponds to the operating cash-flow, less tangible and intangible investments net of disposals, taxes and net interest paid +/- the change in working capital requirements (cash surplus from operations), see the statement of cash flows on page 196, line “Cash surplus from operations”. G Gearing The net debt rate (net debt/shareholders’ equity) is the ratio which measures a company’s level of indebtedness in relation to its shareholders’ equity. I IFRIC (International Financial Reporting Interpretations Committee) The International Financial Reporting Interpretations Committee (IFRIC) formulates interpretations of IFRS international accounting standards to ensure homogeneous application of these standards, clarify details that apply to them and find practical solutions. IFRS (International Financial Reporting Standards) International accounting standards established by the IASB (International Accounting Standards Board). Since January 1, 2005, the preparation of consolidated financial statements is mandatory for all listed companies in Europe to facilitate the comparison of their financial positions. L Like-for-like Constant scope and exchange rates M Market capitalization Value of all the shares of a company on the market at a given time. It is equal to the stock market price multiplied by the number of shares comprising the equity capital of the Company. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 377 ADDITIONAL INFORMATION Financial glossary N Net dividend per share Share of the net income of a company distributed to shareholders. Its amount is voted on by shareholders at the General Meeting of Shareholders, after approval of the annual financial statements and on the recommendation of the Board of Directors. Net financial debt Includes all long-term borrowings, short-term borrowings and bank overdrafts less loans, marketable debt instruments and other non-current financial assets, and cash and cash equivalents, see note 5.1.11 to the balance sheet on page 231. Net profit – Group share The profit or loss of the Company is obtained by adding the operating margin, other income and expenses, net financing expenses, other financial income and expenses, net income after tax of discontinued, or being discontinued, operations and by deducting net income tax and earnings payable to minority shareholders. O Operating margin Includes the share of profit of entities accounted for by the equity method and the amortization of acquired intangible assets, before other operating income and expenses. P Par value Initial value of a share set in the bylaws of a company. The share capital of a company is the product of the par value of the share multiplied by the total number of shares. Q Quorum Minimum percentage of shares present or represented and having the right to vote, necessary for the General Meeting of Shareholders to legally deliberate. R Roadshow Institutional investor meetings during which the Company’s corporate executive officers and/or the Investor relations team communicates their net income, their markets and their strategy. ROCE (Return on capital employed) Return on capital employed corresponds to the ratio of the operating margin to the sum of shareholders’ equity and net financial debt. S Share Negotiable security representing a fraction of a company’s share capital. Equities grant certain rights to its shareholders. The share may be held in registered or bearer form. Share buyback Transaction where a company buys its own shares on the market, up to a threshold of 10% of its share capital and after authorization by the shareholders given at the General Meeting of Shareholders. Shares bought back are not included in the calculation of earnings per share and do not receive dividends. Shareholders’ equity Shareholder of an The shareholders’ equity is the financial resources of the Company (excluding debt) and is comprised of share capital, reserves, net income for the year and operating subsidies. Equities held in administered registered form are registered with the listed company, but their management remains administered registered share with the shareholder’s financial intermediary who remains the preferred contact for all transactions. Shareholder of bearer shares Shares are held in an account opened with a financial intermediary (bank, broker). Shareholder of a pure registered share Shares held in pure registered form are held with the listed company, who has delegated the management of them to its financial intermediary. SRI (Socially responsible investor) Socially responsible investment includes, in addition to the usual financial criteria, environmental, social and governance (ESG) criteria in the analysis and investment process. Stock option See Subscription Option. Subscription option (Stock option) An option which gives the right to subscribe for, at a price fixed in advance and during a pre-determined period, shares of a company. T Treasury shares Treasury stock A portion of the treasury shares held by a company, regulated and capped at 10%. Treasury shares represent the portion of the share capital held by the Company which issued them. They do not have voting rights and do not receive dividends. 378 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com ADDITIONAL INFORMATION Technical and sustainable development glossary TECHNICAL AND SUSTAINABLE DEVELOPMENT GLOSSARY A ACT FOR ALLTM Plastic Omnium SE CSR policy. This global program aims to mobilize the Group’s stakeholders around three areas: a responsible company, care for people and sustainable production. ARPEJEH The ARPEJEH Association (Supporting the Implementation of Study Projects for Young Pupils and Students with Disabilities) is a general interest association, governed by the law of July 1, 1901, bringing together private and public professional organizations (businesses, public institutions, public offices, local communities) in all sectors, and committed to an active policy in favor of the employment of people with disabilities, equal opportunity and diversity. C CASE Connected/Autonomous/Shared/Electrified Circular Economy The circular economy is an economic concept that is notably inspired by the ideas of the green economy, the economy of use or the economy of functionality, the performance economy and industrial ecology. It aims to produce goods and services whilst significantly limiting the consumption and waste of raw materials, and the use of non-renewable energy sources. CMR Carcinogenic, Mutagenic and toxic for Reproduction Compressed natural gas CNG Composite A composite material is an assembly of at least two immiscible components (but with a high penetration ability) with properties that complement each other. This process enhances the material’s performance for certain uses (lightness, rigidity, etc.). CO2 Carbon dioxide, or carbon gas, mainly from the combustion of hydrocarbons and coal (industry, energy generation, transport, etc.). CSR (Corporate Social Responsibility) CSR for Plastic Omnium is structured around three focus areas with the aim of becoming the leading partner for sustainable mobility: sustainable production; attention to employees; responsible entrepreneurs. E EcoVadis EDEW ESG F A CSR assessment aimed at observing the inclusion of sustainability principles in a company’s business. European Disability Employment Week Environmental, Social and Governance Criteria FR1 Workplace accident frequency rate with lost time: number of workplace accidents with lost time multiplied by one million, divided by the number of hours worked (including temporary staff). FR2 Workplace accident frequency rate with and without lost time: number of workplace accidents with and without lost time multiplied by one million, divided by the number of hours worked (including temporary staff). Fuel cell stack This is an electrochemical device that produces electricity by reverse electrolysis of water. G GDPR General data protection regulation. The goal of the GDPR is to strengthen supervisory practices regarding the collection and use of personal data. GHG (Greenhouse gases) Greenhouse gases (GHG) are gas components that absorb the infrared radiation emitted by the Earth’s surface, and contribute to the greenhouse effect. Their increased concentration in the Earth’s atmosphere is one of the factors causing global warming. GRI (Global Reporting Initiative) A not-for-profit organization that aims to develop directives applicable worldwide with respect to corporate sustainable development policies and reporting. www.globalreporting.org H HSE (Health, Safety and Environment) A function that deals with workplace Health, Safety and Environment issues. Hybrid This is a general operating principle which consists of combining an electrical engine (often reversible as a generator) with a combustion engine to propel a vehicle. Hydrogen “Hydrogen vehicle” refers to any type of transport that uses the chemical transformation of hydrogen as a propulsion energy source. Hydro-soluble paint Paint that uses water and not solvents as thinners. PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 379 ADDITIONAL INFORMATION Technical and sustainable development glossary I ILO International Labor Organization, founded in 1919, is an institution on a worldwide level charged with articulating and supervising international labor standards. ISO 14001 International environmental management system standard. International energy management system standard. ISO 50001 L LCA N Life cycle analysis NOx Comprising nitrogen and oxygen and including nitric acid and nitrogen dioxide gases. NOx are mainly produced by the combustion of hydrocarbons. O OHSAS 18001/ISO 45001 Open Innovation International workplace health and safety management system standard Plastic Omnium has chosen an “open innovation” approach. Its three main focuses are environmental sustainability, or how to move towards clean propulsion systems; the autonomous car and the shared vehicle, or how to integrate the new IT, data capture and processing technologies; and industrial performance (4.0 plant) or how to use data to create the most efficient production and logistics technologies while developing employees’ skills. R RobecoSAM RobecoSam (sustainable asset management): asset manager specializing in sustainable investment and the analysis of non-financial corporate performance (environmental, social, governance, etc.). The quality of the analysis produced has led it to create and manage jointly with Standard and Poors the “Dow Jones Sustainability Indexes, a family of indexes that assess the sustainable performance of the 2,500 largest companies ranked in the Dow Jones Global Total Stock Market Index. www.sustainability-index.com S SCR (Selective Catalytic Reduction) Through the injection of the additive AdBlue®, this technology reduces NOx emissions (nitrogen oxides, which have adverse health effects) from diesel engines by 95%. SVHS (Substance of Very High SVHS are chemical substances that fall into one of the following categories: substances that are carcinogenic, mutagenic or toxic Concern) for reproduction, persistent, bioaccumulative and toxic substances, very persistent and very bioaccumulative substances, substances that can disrupt the endocrine system. T Tg (severity rate) Severity rate of workplace accidents: number of days lost as a result of accidents multiplied by one thousand, divided by the number of hours worked (including temporary staff). Thermoplastic Thermosetting A thermoplastic material is one that softens (we sometimes observe fusion) repeatedly when heated above a certain temperature, but which becomes hard again below that temperature. Polymer that hardens under heat. The constituting molecules connect to each other, making the polymer more rigid. Plastic Omnium uses this material in automotive parts for its lightness and resistance properties. Top Planet Top Safety Energy management system applicable to all subsidiaries and joint ventures controlled by Plastic Omnium. System to manage the security of people and property applicable to all subsidiaries and joint ventures controlled by Plastic Omnium. V VOC Volatile organic compounds are composed of carbon, oxygen and hydrogen and can be easily found in gaseous form in the atmosphere. They are mainly the result of solvent evaporation. W WoMen@PO Internal network whose purpose is to promote and facilitate gender diversity in companies. 380 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com Plastic Omnium won the Universal Registration Document Clarity Prize as part . of the 2021 Transparency Awards (Grand Prix de la Transparence) Chapter 1: Design and production: BETC - Designer and writer : Antoine Blachez Photos credits : Maya Angelsen, Cyril Bruneau. Photothèque Plastic Omnium, all rights reserved. Compagnie Plastic Omnium SE 1, allée Pierre Burelle – 92 593 Levallois Cedex – France Tél. : +33 (0) 1 40 87 64 00 – Fax : +33 (0) 1 47 39 78 98 www.plasticomnium.com Find all our financial news on our application Plastic Omnium
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