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UNIVERSAL

REGISTRATION
DOCUMENT 2021

T I N G
V E N T IN G
E I
R INVN EN AC
ELE
IUM ONS
C
R ATE
S

N
M TI
S T IC O NOVA
PLA Y IN
B ILIT
MO

Including the integrated report, the annual financial report,


the corporate governance report, the statement of non-financial performance.
SUMMARY
1 REINVENTING, INVENTING 3 6 2021 STATUTORY FINANCIAL RFA DPEF
AFR

INTEGRATED REPORT STATEMENTS 287


6.1 Comments on the statutory financial
statements 288
RFA DPEF

2 RISK FACTORS AND MANAGEMENT 51 AFR 6.2


6.3
Balance sheet
Income statement
289
291
2.1 Main risk factors 52
6.4 Notes to the statutory financial
2.2 Internal control procedures and risk statements 292
management 57
6.5 Five-year financial summary 307
RFA DPEF
6.6 Table of subsidiaries and affiliates 308
3 CORPORATE GOVERNANCE 61 AFR

6.7 Statutory Auditors’ report on the annual


3.1 Composition and conditions financial statements 310
for the preparation and organization
of the work of the Board of Directors 62 6.8 Special Auditors' report on related-party
agreements 315
3.2 Compensation of members of the Board
of Directors and executive dIrectors 93
3.3 Additional information on corporate
7 CAPITAL AND SHAREHOLDING 317
governance 116 7.1 Share capital information 318
3.4 Corporate Governance Code 118 7.2 Information on the shareholding
3.5 Information on share capital 119 structure 318
3.6 Shareholding structure 7.3 The Plastic Omnium share 318
of Compagnie Plastic Omnium SE 124 7.4 Relations with the financial community 321
7.5 Financial communication
4 NON-FINANCIAL REPORTING RFA
SNFP
DPEF
and shareholder calendars 322
DISCLOSURE 125 7.6 Contacts 322
4.1  Sustainability at the heart of market
trends 127 8 SHAREHOLDERS' MEETING 323
4.2 Plastic Omnium's business model 131 8.1 Agenda 324
4.3  The risk management and non-financial 8.2 Explanatory statement and draft
reporting of the Group 147 resolutions submitted to the Combined
4.4 The vigilance plan 177 General Meeting of April 21, 2022 326
4.5  The “European taxonomy” 180 8.3 Statutory Auditors’ report
on the reduction in capital 353
4.6  Other non-financial indicators 184
8.4 Report of the Statutory Auditors
4.7  Methodology 189 on the authorization to GRANT stock
4.8  Cross-reference table 190 options 354
4.9 Report from the Independent third Party 193 8.5 Report of the Statutory Auditors
on the authorization to grant existing
5 CONSOLIDATED FINANCIAL RFA DPEF
AFR
or future free shares 355
STATEMENTS 2021 197 8.6 Statutory Auditors’ report on the issue
of shares and/or various securities
5.1 Comments on the fiscal year with and/or without cancellation
and outlook 200 of the preferential subscription rights 356
5.2 Consolidated financial statements 8.7 Statutory Auditors’ report on the issue
at December 31, 2021 206 of shares and/or securities reserved
5.3 Statutory auditors’ report on the for members of a company savings plan 358
consolidated financial statements 282 RFA DPEF

9 ADDITIONAL INFORMATION 365 AFR

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 RFA DPEF
AFR
Registration Document 370

CROSS-REFERENCE TABLES 371


GLOSSARY 377
RFA DPEF

The items in the Annual Financial Report are identified AFR


in the summary using the MG pictogram
RFA DPEF
The Statement of Non-Financial Performance is identified SNFP
in the summary using the SNFP pictogram

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.

This Universal Registration Document is a translation of the official Universal Registration Document including the 2021 annual financial report,
which has been prepared in European Single Electronic Format (ESEF) and is available on our website www.plasticomnium.com
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
1 REINVENTING, INVENTING
Integrated report

MISSION STATEMENT 5

INNOVATION, NOW MORE THAN EVER 6


Message from the Chairman, Laurent Burelle

A LONG-STANDING COMMITMENT
TO SUSTAINABLE MOBILITY 8

INSPIRED. INSPIRING 10

TOMORROW’S MOBILITY WILL BE SUSTAINABLE


Laurent Favre 12

2021, A YEAR OF INSPIRING


AND COMMITTED DEVELOPMENTS
Highlights 14

OUTPERFORMING THE MARKET


Key figures 18

NON-FINANCIAL PERFORMANCE
AT THE HEART OF OUR STRATEGY 20

EXPERT, AGILE GOVERNANCE


Board of Directors 22

PREVENTING AND MANAGING RISKS 24

AN EXPANDED EXECUTIVE COMMITTEE


WITH GREATER DIVERSITY 26

PROMOTER OF CARBON-FREE MOBILITY


Our business model 28

COMMITTING. COMMITTED 30

TRANSFORMING OURSELVES TO REMAIN LEADER


Félicie Burelle 32

COMMITTED EVERY DAY, EVERYWHERE


ACT FOR ALLTM 34

REINVENTING TO HELP PEOPLE AND THE PLANET 36

DEVELOP. DEVELOPING 38

WHEN INNOVATION AND SUSTAINABILITY COMBINE


Alexandre Corjon and David Meneses 40

DESIGN AND INTERACTIVITY 42

MODULES AND CUSTOMIZATION 44

CLEAN ENERGY SYSTEMS 46

NEW ENERGIES 48

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 SUSTAINABLE 1986

MOBILITY
Plastic Omnium has been innovating to make
mobility safer and cleaner for over 75 years, First lightweight
reducing the weight of vehicle components, high-performance
optimizing their aerodynamics, and developing
1950 fuel systems
solutions to reduce their emissions. The past
two decades have seen Plastic Omnium ramp
up its environmental commitment, with an
ambitious innovation roadmap that has delivered
its solutions for zero-emission hydrogen-powered
electric mobility and a focus on achieving
carbon neutrality.

First automobile
customers

First lightweight
injection-molded
plastic bumpers

Pierre Burelle comes


up with 47 separate
1980
vehicle components
that could be replaced
by plastic
First ISO 14001
certifications

1947 2001

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
First ISO 50001 tanks Carbon
certifications Acquisition of neutrality
Faurecia’s Exterior plan unveiled
Systems business
2020
2016
First
production line
dedicated to

2021
hydrogen tanks
– Herentals
2013 (Belgium)

2019

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 9


REINVENTING, INVENTING

INSPIRIN RED
G
INS PI
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
But the underlying trends – the shift to electric vehicles, 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 historical 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. We made significant advances in electrification 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. This performance is underpinned by our products 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
a promising future energy Plastic Omnium has invested 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
by economic stimulus packages in Europe that position 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
“We are convinced
further sign of our determination to expand our industrial and that our financial and
commercial reach.
non-financial performance
Can growth be compatible with carbon neutrality? drive each other.
We are convinced that our financial and non-financial performance
drive each other. Now more than ever, we are taking an
Now more than ever,
optimized, global approach to managing our performance. we are taking
This is the mindset behind our carbon neutrality commitment,
with the first major milestone for the impact of our activities an optimized, global
in 2025. All our products and innovations meet targets for approach to managing
aerodynamic performance, weight saving, emission reduction,
materials recycling and electrification. Our environmental our performance.”
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. LAURENT FAVRE,
CHIEF EXECUTIVE OFFICER
How is 2022 shaping up for Plastic Omnium? DIRECTOR
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 YEAR
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


INSPIRING
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.

MANUFACTURING HYDROGEN TANKS AT SCALE.


DEVELOPING
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.

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.
COMMITTED

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.

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- DESIGN &

MING THE
INTERACTIVITY
Solutions for complex exterior systems:
function integration, connectivity,
design and aerodynamics

MARKET
SUSTAINABLE MOBILITY
In a market heavily impacted by a shortage Onboard energy storage and
of microprocessors, with economic revenue at emission reduction systems
€8,017 million (up 4.6% like-for-like), for all engine types
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 MODULARITY AND
accounted for 8% of the Group's economic CUSTOMIZATION
revenue, compared to 5% in 2020
(like-for-like), outperforming the total market Development, assembly
by +2 points.* Hydrogen activities accelerated and logistics for custom
significantly in 2021, helping the Group and complex modules
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,
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
*The basis of calculation has been altered in response to the Taxonomy
solutions for all forms
unveiled in 2021 - see Section 4, page 180 of hydrogen mobility
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

CHINA
12% of revenue
EUROPE/ 3 R&D centers
AFRICA 34 plants
53% of revenue
15 R&D centers
59 plants

NORTH
AMERICA
26% of revenue
5 R&D centers ASIA ((w/o CHINA)
22 plants
7% of revenue
6 R&D centers
16 plants
SOUTH
AMERICA
2% of revenue
2 R&D centers
6 plants

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 ** Fitted in 2021 and 2022
– IFRS scope = 0.88

20 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021


REINVENTING, INVENTING

FINANCIAL INDICATORS
2020 2021 2020 2021 2020 2021

771
8.0 648 €303 M 126
7.7 2021

€118 M
2020
(251)
ECONOMIC REVENUE EBITDA OPERATING MARGIN NET RESULT
€BN €M Group share – €M

2020 2021
2.7 €854 2020 2021

251 2021 M
IN 2021

34
2.6 €
€807 1.2
1.1
2020
M
IN 2020

FREE CASH FLOW LIQUIDITY NET DEBT NET DEBT/EBITDA


€M €BN €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 GOVERNANCE
of Directors

8
WOMEN EXPERT,
AGILE
(54%)

60
AVERAGE AGE
GOVERNANCE
5
INDEPENDENT
DIRECTORS
(38%)

Plastic Omnium is an independent family-owned


COMPAGNIE business whose strategy is guided by a Board
PLASTIC OMNIUM SE 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.
59.3% 38.3%
Answering to the Board, the Executive Committee
manages the transformation process and implements
BURELLE PUBLIC the strategy. In January 2022, the Appointments
SA Committee was renamed the Corporate Sustainability
2.4 % and Appointments Committee to help ensure that
environmental and societal issues remain central
to the Group’s strategy.
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 CHIEF EXECUTIVE OFFICER MANAGING DIRECTOR OF COMPAGNIE
OF COMPAGNIE PLASTIC OMNIUM SE OF COMPAGNIE PLASTIC OMNIUM SE PLASTIC OMNIUM SE
DIRECTOR SINCE 1981 DIRECTOR SINCE 2020 DIRECTOR SINCE 2017

ANNE ASENSIO* AMANDINE CHAFFOIS ANNE-MARIE COUDERC* PROF. DR BERND GOTTSCHALK IRENEUSZ KAROLAK
MEMBER OF THE COMPENSATION DIRECTOR REPRESENTING EMPLOYEES CHAIRWOMAN OF THE COMPENSATION DIRECTOR SINCE 2009 DIRECTOR REPRESENTING EMPLOYEES
COMMITTEE SINCE 2019 COMMITTEE AND APPOINTMENTS SINCE 2019
DIRECTOR SINCE 2011 COMMITTEE
DIRECTOR SINCE 2010

VINCENT LABRUYÈRE ÉLIANE LEMARIÉ PAUL HENRY LEMARIÉ LUCIE MAUREL AUBERT* ALEXANDRE MÉRIEUX*
CHAIRMAN OF THE AUDIT COMMITTEE PERMANENT REPRESENTATIVE MANAGING DIRECTOR OF BURELLE MEMBER OF THE AUDIT COMMITTEE MEMBER OF THE COMPENSATION
DIRECTOR SINCE 2002 OF BURELLE SA PARTICIPATIONS AND APPOINTMENTS COMMITTEE COMMITTEE
MEMBER OF THE APPOINTMENTS DIRECTOR SINCE 1987 DIRECTOR SINCE 2015 DIRECTOR SINCE 2018
COMMITTEE
DIRECTOR SINCE 2009

CÉCILE MOUTET AMÉLIE OUDÉA-CASTÉRA* JEAN BURELLE


DIRECTOR SINCE 2017 MEMBER OF THE AUDIT COMMITTEE NON-VOTING BOARD MEMBER SINCE
DIRECTOR SINCE 2014 FEBRUARY 17, 2021
HONORARY CHAIRMAN OF COMPAGNIE
PLASTIC OMNIUM SE

* Independent director
PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 23
RISK CONTROL

PREVENTING
AND
MANAGING
INTERNAL CONTROL
AND COMPLIANCE
COMMITTEE

RISKS ROLE
COORDINATES
THE OPERATION
As a global manufacturing group, Plastic Omnium OF INTERNAL CONTROL
PROCESSES
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 2ND LINE 3RD LINE
OF CONTROL OF CONTROL OF CONTROL

OPERATIONAL GROUP INTERNAL


MANAGEMENT FUNCTIONS AUDIT

ROLE AND MISSIONS ROLE AND MISSIONS


– IDENTIFY RISKS ASSOCIATED WITH THEIR ACTIVITIES – CONTROL AND SURVEILLANCE
– APPLY APPLICABLE REGULATIONS – RECOMMENDATIONS FOR
– SET UP TANGIBLE POLICIES AND PROCEDURES ACTION PLANS
– IMPLEMENT CORRECTIVE ACTIONS REQUIRED BY INTERNAL AUDIT

DIVISION COUNTRY RISK


BUSINESS UNIT FINANCE MANAGEMENT
(REGION) ENTITY

LEGAL INFORMATION
– COMPLIANCE SYSTEMS

SUSTAINABLE HUMAN
DEVELOPMENT 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
EXECUTIVE VICE-PRESIDENT LEGAL AFFAIRS 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
8% of economic revenue
OPERATIONAL
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
at plants for Industry 4.0
4.1% of economic revenue
Complete hydrogen
INNOVATION
ES
URC
* 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
in hydrogen, with forecasted
€100 m annual investment
in the coming years
RESO

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

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REINVENTING, INVENTING

D
EATE
E CR
PEOPLE

FR2 accident frequency rate: 0.69*

VALU
– halved in 2 years
85% of sites covered by an annual
health campaign
875 trainees and VIE in 2021
Ergonomics: 98% of work stations
SUPPORTING audited by IES and CES

CLEAN MOBILITY 60% of sites committed to local


community outreach in 2021

FOR FUTURE * 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


COMMI MIT TING
T TED
COM
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 asser ting its local
roots and dedication to sustainable
manufacturing. It is now entering a
further phase of its transformation,
greenlighting new investments and
par tnerships 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, TRANSFORMING
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
“Our OMEGA backing from the very top levels of the business. We’ve
also set up a Sustainable Development department
program pushes us that is represented on the Executive Committee.
to challenge Tasked with making the Group’s sustainability goals a
reality, it encourages all areas of the business to shift
our working habits to lower carbon and circular economy models.
so we can maximize
What are OMEGA’s first results?
synergies, boost efficiency We’ve already hit several key stages in purchasing,
and deliver economies design, development and carbon neutrality. Digital is a
decisive factor driving transformation and efficiency in
of scale.” 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
FÉLICIE BURELLE,
launched an improved tool for product lifecycle management
MANAGING DIRECTOR
DIRECTOR 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.

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 ever y 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 industr y.

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 perfor
perfor- 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 CO2. 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 CARE SUSTAINABLE


BUSINESS FOR PEOPLE PRODUCTION

PLASTIC OMNIUM PROMOTES PLASTIC OMNIUM SHARES PLASTIC OMNIUM WORKS


ITS CODES OF CONDUCT ITS CORPORATE VALUES TO PRESERVE THE PLANET
– Business ethics IN ALL PARTS OF THE WORLD FOR FUTURE GENERATIONS
– Responsible purchasing – Occupational health – Waste management
– Cybersecurity and safety – Ecodesign and recyclability
– Career path and skills – Value chain carbon
management footprint (Top Planet
– Diversity and inclusion and renewables)
– Local initiatives – Biodiversity
and sponsorship

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
Wor kplace 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 wor kforce.
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


1 GOAL Accelerating the rate of transformation
To combine speed of delivery with regular monitoring,
the timeframe for the roadmap is divided into three
carbon neutrality stages:
– in 2025, the Group is targeting carbon neutrality

3
for emissions relating to its operational activities
(Scopes 1 and 2);
– in 2030, it is aiming for a 30% reduction on CO2
MILESTONES emission across its value chain, including those
associated with uses of products sold (Scope 3: raw
materials, transport and product end-of-life);
SCOPES 1 & 2 – in 2050, the goal is for complete carbon neutrality
CARBON NEUTRALITY
2025
across Scopes 1-3.
for operational activities (sites & vehicle fleet)
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
SCOPE 3 new program to cut power use 12% by 2025, increase
-across
30 %the value chain – the portion of renewable electricity purchases and
install solar photovoltaic panels and wind turbines.
associated with uses of products
sold (weight, aerodynamics, and
electrification), raw material
purchases, transport and product
2030 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
end-of-life 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.

2050 SCOPES 1, 2 & 3


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
OPING
DEVEL LOP
D E VE
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
ALEXANDRE CORJON, ensuring growth for the future. And we are opening
EXECUTIVE VICE-PRESIDENT INNOVATION 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.
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
DAVID MENESES, side-by-side with our suppliers, we’re acting with
EXECUTIVE VICE-PRESIDENT
SUSTAINABLE DEVELOPMENT
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
4 TRENDS with startups to help harness innovation and
ACCELERATING TRANSITION shorten time-to-market. In terms of new spheres
IN THE AUTOMOTIVE INDUSTRY for innovation, we’re hiring specialists in software
development, electronics and thermal management.
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 A vehicle’s weight is the determining factor in its
role has evolved toward integrating innovative CO2 emissions. Our massive use of plastic in
functions and giving free rein to each vehicle’s bumpers means the Group is helping to reduce
design. We are systems specialists integrating fuel consumption. We are currently seeing a move
radar, lidar and lighting into high added-value from metal to plastic that is further boosting this
exterior components. To help us manage 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 Plastic is perfectly suited to the transformation
products stand out. 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? friendly, we’re running research projects so that
Electric vehicles currently account for 30% of we can increase the proportion of recycled materials
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 50% recycled materials. To take these ideas to
in the USA. We've been closely involved with 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 materials that will meet the demanding standards
tremendous freedom in terms of design, parti- 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 recycled plastic, driven by ever tighter regulatory
when dealing with our customers’ questions about standards.
design and the use of recycled materials.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 43


EXPERTISE

MODULES & CUSTOMIZATION

MASS PRODUCTION
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
What were your outstanding innovations in 2021? US electric vehicle manufacturer. The shift to electric vehicles
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 CO 2
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 2021 KEY FIGURES
improve the aerodynamic performance of vehicles. WORLD LEADER
This helps increase the range of electric vehicles 27% OF GROUP ECONOMIC REVENUE
and reduce tailpipe CO2 emission of internal 31 PLANTS IN 11 COUNTRIES
combustion vehicles. The portion of recycled
materials used in our modules, 20% at present, 5 MILLION FRONT-END MODULES
is also rising significantly. This in turn directly PRODUCED EVERY YEAR
impacts the products offered by our customers 18% MARKET SHARE
and, as a consequence, the Group’s overall 1 IN EVERY 5 VEHICLES MADE
carbon footprint. 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,
of technologies such as fuel cells. And that’s what we’ve done by
setting up New Energies.
we won contracts
across all mobility
What are the strategic milestones New Energies has already achieved?
2021 was a year of technological transformation, founded on a
segments:
€100-million investment in a joint venture called EKPO, the future car, bus, truck,
world leader in fuel cells. We have ramped up our partnership strategy
with the goal of covering the entire market, from upstream to
utility vehicule and rail.”
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 MARC PERRAUDIN,
a startup called Hopium, a pure player in hydrogen vehicles. The CHIEF EXECUTIVE OFFICER – NEW ENERGIES
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.

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
RFA DPEF
AFR

2.1 MAIN RISK FACTORS 52


Operational risks 52
Strategic risks 54
Credit and/or counterparty risks 55
Market risks 55
Legal risks 55
Insurance and risk coverage 56

2.2 INTERNAL CONTROL PROCEDURES AND RISK


MANAGEMENT 57
Objectives of the Company concerning internal control
and risk management 57
Summary description of the internal control and risk
management system 57
Internal control relating to the preparation
of the Company’s financial and accounting information 59
Work planned in 2022 60

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 51


2 RISK FACTORS AND MANAGEMENT
Main risk factors

2.1 MAIN RISK FACTORS


Compagnie Plastic Omnium SE has reviewed the risks that could have a with regulations, only those risks that are both significant and specific to
material adverse effect on its business, financial position, results or Compagnie Plastic Omnium SE are described below. The table below
reputation. These risks have been assessed based on the probability of classifies these risks by category and indicates their importance (high or
occurrence and their impact (after taking into account the mitigation moderate) based on their assessment.
measures implemented by Compagnie Plastic Omnium SE). In accordance

Risk categories Importance Risk factors Non-financial risk


Operational risks High Pandemic  
High Shortage of raw materials or  
components
High Automotive programs  
High Quality of products and services sold YES
Moderate Health, Safety and Environment YES
Moderate Information Technology YES
Strategic risks High Impact of climate change on the YES
business model
High External growth transactions  
Credit and/or Counterparty risks High Customers  
Market risks Moderate Suppliers YES
High Commodity prices  
Legal risks Moderate Competition law YES
Moderate Intellectual property  

OPERATIONAL RISKS 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
PANDEMIC RISK a strategy aimed at ensuring, even in these exceptional situations, the
liquidity to meet its commitments to third parties. This strategy is based
Identification of risk on the implementation of medium-term financing both through private
placements and through confirmed bank credit lines, without covenants
Compagnie Plastic Omnium SE is exposed to the risk of a pandemic that
with leading banking institutions.
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
RISK OF SHORTAGE OF RAW MATERIALS
plants. These interruptions would be the consequence of the shutdown of OR COMPONENTS
production in customer plants, either due to closures imposed by the local
health situation, or constrained by problems sourcing components from Identification of risk
suppliers operating in a region affected by a local pandemic. A pandemic The global automotive industry may be impacted by a long-term shortage
can also cause a significant drop in demand in the automotive market, of certain raw materials or components that are widely used for the
resulting in a decline in business for carmakers and equipment production of sub-assemblies required for vehicle assembly by carmakers.
manufacturers. These stoppages or slowdowns may have a significant This shortage, like that affecting semiconductors from the second quarter
impact on Compagnie Plastic Omnium SE’s revenue, results and cash of 2021 , may lead to a significant and lasting decline in the activity of
position. carmakers on a large number of vehicle models, and consequently, in the
activity of equipment manufacturers. This decline in activity may have a
Risk management significant impact on Compagnie Plastic Omnium SE’s revenue, results
and cash position.
Faced with this type of situation, the Group is able to immediately
implement significant expenditure reduction plans in order to limit the

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RISK FACTORS AND MANAGEMENT
Main risk factors

Risk management RISKS RELATED TO THE QUALITY OF PRODUCTS


Faced with this type of situation, the Group is able to immediately AND SERVICES SOLD
implement significant expenditure reduction plans in order to limit the
impact on its results and cash flow. These plans are based in particular on Identification of risks
the partial unemployment schemes that exist in most of the countries Compagnie Plastic Omnium SE is exposed to the risk of warranty and
where the Group operates and on the non-renewal of temporary liability claims from customers in respect of the products it sells and
employees’ contracts. However, these workforce adjustments may be services it provides. This is particularly the case for the Clean Energy
hampered by a lack of visibility on the short-term business of customers Systems business line, where the majority of products sold to carmakers
(stop & go). In addition to reducing expenses, the Group is in a position to belong in the “safety equipment” category. Compagnie Plastic Omnium SE
enter into commercial negotiations with manufacturers in order to obtain is also exposed to the risk of third-party product liability claims.
financial compensation at least in part.

Risk management
RISK RELATED TO AUTOMOTIVE PROGRAMS In terms of product and process quality, the Group’s business lines have 2
Identification of risk set up dedicated organizations and processes according to models that
have been prevalent for many years in the automotive industry. These
Each automotive program has risks which could reduce its profitability organizations and processes aim to prevent, identify and correct quality
from that initially expected. The risk relates particularly to programs that problems as soon as they occur. The robustness and efficiency of these
incorporate product innovations or which implement new industrial organizations and processes are checked by annual internal audits and
processes. This risk is increased for programs whose launch coincides regular customer audits. They are also covered by an ISO/TS
with the start of a new plant. These uncertainties may require Compagnie 16949 certification procedure for all of the Group’s plants and
Plastic Omnium SE to invest and/or spend more than initially forecast in development centers.
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
In addition, each automotive program is subject to risks in terms of specific insurance policies.
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 RISKS RELATED TO HEALTH, SAFETY
environment, but also on factors specific to each vehicle, such as the
attractiveness of their design.
AND ENVIRONMENT
Ultimately, every automotive program is exposed to the risk of disruption Identification of risks
of carmaker’s demand, of variable duration. This disruption may be the Compagnie Plastic Omnium SE’s sites are exposed to risks such as
result of hazards specific to the carmaker (fire in one of its plants, workplace accidents, occupational illnesses, health risks (particularly
shutdown of the carmaker’s plant due to a strike, etc.) or external hazards during a pandemic), environmental damage (pollution), non-compliance
(pandemic or natural disaster affecting one or more plants of a carmaker). with or the tightening of regulatory requirements in the areas of health,
This disruption can also result from a similar hazard that would impact a safety and the environment. Such events may generate additional costs or
supplier of components used in the manufacture of a vehicle, which could investment expenses for Compagnie Plastic Omnium SE in order to
thus force the carmaker to permanently stop its production line for lack of remedy the situation, comply and may lead to sanctions.
components.

Risk management
Risk management
With regard to health, safety and the environment (HSE), Compagnie
Compagnie Plastic Omnium SE’s commitment to diversifying its Plastic Omnium SE has introduced a policy that is described in the
businesses and increasing the number of automotive programs “Statement of Non-Financial Performance” section of this document.
represents a key component of its strategic vision that significantly Rolled out worldwide, this policy is based on a shared vision, a structured
reduces exposure to geographic and other risks. management system, regular reporting and an ongoing certification
Compagnie Plastic Omnium SE has 93 customer brands, comprising program.
nearly all of the world’s major carmakers and serving different market This policy is overseen by Compagnie Plastic Omnium SE’s Executive
segments and three distinct large product families. It continues to Committee, based on specific monthly reporting that shows the individual
diversify its exposure to worldwide automotive production markets with its performance of each subsidiary, as part of an active system set up to help
businesses spread across 25 countries and with the production launch of drive continuous improvement.
a large number of new programs each year (165 in 2021).
A dedicated organization comprised of front-line health, safety and
In terms of commitments, all new projects are subject to a highly detailed environment (HSE) coordinators is responsible for supporting and
approval process. The largest projects must be authorized by Compagnie coordinating its deployment. This network of experts is led by Compagnie
Plastic Omnium SE’s Senior Executives. Once a project has been Plastic Omnium SE’s HSE Department, backed by central HSE managers
accepted, a structured operational and financial monitoring system is set at the business line level. Final responsibility for managing health, safety
up to track it. 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.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 53


2 RISK FACTORS AND MANAGEMENT
Main risk factors

Ongoing corrective and improvement action plans have been introduced Risk management
and included in the programs to obtain ISO 14001 and OHSAS
18001 certification for industrial facilities. These plans foster wider As explained in detail in section 4 (page 165 to 172), the Group has set
adoption of best practices. They include training on ergonomics, the itself the objective of carbon neutrality for its own activities (scopes
man-machine interface and the tools of the in-house Top Safety program 1 and 2) by 2025, a target of 30% reduction in all its scope 3 emissions
and bringing machinery and equipment into compliance. 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
RISKS RELATED TO INFORMATION TECHNOLOGY the Group at the end of 2021, which includes in particular:
● the development of solutions and products to support the energy
Identification of risk
transition and the reduction of the carbon footprint of manufacturers
The day-to-day activity of Compagnie Plastic Omnium SE’s operational (weight reduction, aerodynamics and electrification of vehicles, in
functions (Research and Development, Production, Purchasing, Logistics, particular through the development of the hydrogen sector);
Commercial) and support functions (Finance, Human Resources, Legal) is ● optimization of the carbon footprint of Plastic Omnium sites (energy
highly dependent on the smooth running of the information systems used efficiency and use of renewable energy);
in these functions. This activity could be affected by the unavailability of
critical information systems, mainly due to system breakdown, ● the integration of a growing share of recycled materials in the Group’s
communication networks failure, damage to infrastructure or malicious production;
actions carried out internally or externally. ● 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
standardization and consolidation approach, and is constantly upgrading
IT and network production infrastructures, business applications and
TRANSACTIONS
workstation services. Management pays special attention to the Identification of risk
incorporation of new technologies and to the availability and integrity of
Company data. Compagnie Plastic Omnium SE periodically carries out external growth
operations through acquisitions or partnerships that may be of a
The security of technical systems, applications and networks is addressed significant size across the Group.
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
RISK RELATED TO THE IMPACT OF CLIMATE also be unable to retain or develop strategic clients of the acquired
companies.
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
Compagnie Plastic Omnium SE, as an industrial group operating in the dedicated to overseeing partnerships or integrating acquired companies
automotive sector, is strongly impacted by the challenges of climate and sets detailed objectives for these, broken down into action plans.
change. In accordance with the expectations of all stakeholders and in Particular care is taken to ensure the swift implementation of Plastic
order to preserve and develop its business model, the Group must Omnium’s systems in acquired entities, in order to effectively manage
drastically reduce its environmental impact across its entire value chain these action plans and measure the achievement of objectives.
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.

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RISK FACTORS AND MANAGEMENT
Main risk factors

CREDIT AND/OR COUNTERPARTY RISKS 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.

RISKS RELATED TO CUSTOMERS


Identification of risk MARKET RISKS
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, Disclosures about market risks are also provided in the notes to the
thus preventing it from respecting certain commitments. consolidated financial statements.

Risk management RISKS RELATED TO COMMODITY PRICES


The balanced division of revenue by carmaker has improved in
2
Identification of risk
recent years.
Compagnie Plastic Omnium SE’s business requires the purchase of large
In all the Group’s businesses, review procedures are carried out before
quantities of raw materials (particularly plastic and paints) subject to price
the results of bids are issued, in particular to ensure a balanced portfolio
variations that could have an impact on its operating margin.
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 To limit the impact of price fluctuations, Compagnie Plastic Omnium SE
structured customer risk monitoring and debt collection processes. The has implemented at least partial price indexation clauses with most of its
average DSO was 47 days in 2021. Receivables over six months past due customers or, failing that, regularly renegotiates selling prices.
amounted to €10.7 million net of provisions.
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
Identification of risk countries. The department helps operational and functional departments,
Default by a major supplier, in particular a supplier of specific in all their on-going and exceptional operations, to prevent, anticipate and
components, for which rapid substitution is difficult, given the work and manage legal risks relating to the business, as well as being responsible
time necessary to accredit a new supplier, could disrupt Compagnie for claims and litigation.
Plastic Omnium SE’s production. This default could also generate At the date of this report, there is no dispute or lawsuit and no
additional investments or costs impacting Compagnie Plastic governmental, legal or arbitration proceeding (including all proceedings of
Omnium SE’s operating margin. The principal failure scenarios are a which Compagnie Plastic Omnium SE is aware, which are pending or with
supplier’s bankruptcy, the supplier’s failure to meet quality specifications, which the Group is threatened) that might have, or has had during the
a raw material or component shortage, or even a fire, natural disaster, past twelve months, a negative material effect on the financial position or
strike or pandemic, which could impact a supplier’s plant, causing profitability of the Plastic Omnium Group.
reductions or disruption to its production over the long term.

Risk management
RISKS RELATED TO COMPETITION LAW
With a view to reducing these risks, all suppliers of specific automotive Identification of risk
components must be accredited according to meticulously defined The main markets in which Compagnie Plastic Omnium SE operates are
operational, financial and non-financial criteria. only accessible to a limited number of players (regional or global) due to
For approved suppliers, these criteria are then regularly monitored by the the expertise required and the investments needed in research, product
Purchasing and Quality Departments. At-risk suppliers are subject to development and industrial facilities. This specific market context is likely
special monitoring and when necessary safety stocks are put in place. to increase the risk for Compagnie Plastic Omnium SE of non-compliance
with competition law regulations by one of its employees (in particular, an
Lastly, operational departments are especially vigilant in this area. They agreement with a competitor regarding the fixing of sales prices, sales
focus on effectively anticipating and managing breakdowns in the supply conditions or the sharing of markets) with, as a consequence, penalties
chain that, while infrequent, can ultimately develop rapidly. that could be imposed on it by the competition authorities.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 55


2 RISK FACTORS AND MANAGEMENT
Main risk factors

Risk management property rights. Extensive policies have been established in respect of
patent filings for the innovations that result from Research and
Since 2010, Compagnie Plastic Omnium SE has applied a Code of Development. Despite the measures taken, including research into prior
Conduct to ensure compliance with competition law, making sure that all claims, Compagnie Plastic Omnium SE cannot rule out the possibility of
employees who work in sales and purchasing were trained when it was prior intellectual property claims and of the risks of litigation that might
introduced. Compagnie Plastic Omnium SE has since maintained its result.
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 INSURANCE AND RISK COVERAGE
e-learning training course dedicated to this Code of Conduct.

RISKS RELATED TO INTELLECTUAL PROPERTY Compagnie Plastic Omnium SE has put in place a global program of
insurance benefiting all the subsidiaries in which it has a majority interest.
Identification of risk 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
Compagnie Plastic Omnium SE’s growth mainly depends on its capability can affect its operations, results or assets and includes:
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, ● property, casualty and business interruption insurance;
which could give rise to disputes. ● 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
The levels of cover and the insured amounts are appropriate for the types
Omnium SE has implemented a structured approach of monitoring and
of risk insured and take into account conditions in the insurance market.
investigating prior claims enabling it to manage and protect its intellectual

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RISK FACTORS AND MANAGEMENT
Internal control procedures and risk management

2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT

OBJECTIVES OF THE COMPANY SUMMARY DESCRIPTION OF THE INTERNAL


CONCERNING INTERNAL CONTROL CONTROL AND RISK MANAGEMENT SYSTEM
AND RISK MANAGEMENT
GENERAL ORGANIZATION
DEFINITION AND OBJECTIVES OF INTERNAL Compagnie Plastic Omnium SE comprises three business lines: Intelligent
CONTROL AND RISK MANAGEMENT Exterior Systems, Clean Energy Systems and HBPO.

Internal control and risk management are the responsibility of Senior


Under the supervision and control of Compagnie Plastic Omnium SE’s 2
Senior Executives, these three business lines each have independent
Executives and require the involvement of all stakeholders in the
responsibility for implementing the means and resources necessary to
Company, in accordance with the tasks assigned to them. Compagnie
achieve the targets set in their annual budgets approved by Senior
Plastic Omnium SE’s internal control and risk management systems are
Executives.
designed to ensure:
● compliance with applicable laws and regulations;
● effective and controlled implementation of guidelines and objectives
ORGANIZATION OF THE INTERNAL CONTROL
set by Senior Executives, particularly with regard to risk; AND RISK MANAGEMENT SYSTEM
● the smooth running of Compagnie Plastic Omnium SE’s internal The internal control and risk management system within the Group is
processes, particularly those relating to the safeguarding of the Group’s based partly upon compliance with the rules and principles of its Internal
assets in the broadest sense; Control Framework. This system is also based on the use of procedures
enabling it to continuously improve the management of the main risks it
● the reliability of financial information;
may face.
● the commitment of Company employees to shared values and a shared
The organization of the system involves all Company employees. However,
vision of the risks they are helping to control.
its oversight and controls are performed by the following seven key
Internal control and risk management systems play a critical role in functions:
Compagnie Plastic Omnium SE’s management. However, they cannot ● the Senior Executives, the Risk Management Department and the
provide an absolute assurance that the Company’s objectives will be
Internal Control and Compliance Committee, which monitor the system;
achieved or that all risks will be eliminated.
● the operational departments of each business line, the central
Compagnie Plastic Omnium SE is actively working to reinforce its internal
functional departments and the Internal Audit Department, which
control and risk management systems as part of a continuous
represent three distinct levels of control;
improvement process that relies in particular on the Implementation
Guide to the Reference Framework of the Autorité des Marchés Financiers ● the Board of Directors.
(AMF).
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
This report describes the internal control system of Compagnie Plastic management and decision-making powers with regard to the Company’s
Omnium SE, the parent company of the Plastic Omnium Group. It business. It is composed of the Chief Executive Officer, Managing Director,
describes in particular the procedures intended to guarantee the reliability Chief Operating Officer and Purchasing Performance Director, Chief
of the consolidated financial statements and the Company’s control over Financial Officer and Information Systems Officer, Corporate Secretary
entities in which it has a majority interest. and Legal Director and Chairwoman of the Internal Control and
Compagnie Plastic Omnium SE regularly reviews and assesses the Compliance Committee, Human Resources Director, Sustainable
operations of significant investments over which it exercises joint control, Development Director, Innovation Director and the Chief Executive
and uses all of its influence to ensure that these entities comply with its Officers of the business lines. It meets once a month to review the Group’s
internal control requirements. 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.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 57


2 RISK FACTORS AND MANAGEMENT
Internal control procedures and risk management

THE INTERNAL CONTROL FRAMEWORK The rules cover routine and non-routine business operations alike. They
are a single and comprehensive reference framework designed to ensure
The cornerstone of Compagnie Plastic Omnium SE’s internal control that the internal control procedures implemented by the Group are both
system is its Internal Control Framework, which sets out the rules and consistent and appropriate. In a number of cases, they include procedures
principles applicable to the companies it controls. It comprises a Code of that describe their application.
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
The Code of Conduct: in addition to its economic responsibilities, prepared in accordance with IFRS standards. These accounting
Compagnie Plastic Omnium SE attaches great importance to Human procedures are applicable to all consolidated companies.
Rights and rules conducive to Sustainable Development. Compagnie
Plastic Omnium SE is a signatory of the UN Global Compact, a set of As part of a process of continuous improvement in terms of internal
principles that stand alongside the Plastic Omnium Code of Conduct to control, the Internal Control Framework is subject to additions, and regular
exemplify the spirit of responsible commitment that has always updates to reflect established practices, as well as changes in
encouraged the Group’s commitment. Together, these texts highlight the organization and the applicable regulations.
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
RISK MANAGEMENT
are rooted. In 2010, Compagnie Plastic Omnium SE adopted a Code of The main risks to which Compagnie Plastic Omnium SE is exposed are
Conduct on practices governed by competition law, which has been described in section 2.1 “Main Risk Factors.” This section also describes
circulated throughout the Group as part of a compliance program. the key measures and processes used to effectively prevent and manage
The Code of Conduct applies to Compagnie Plastic Omnium SE and to all these risks.
the affiliates in which it holds a majority stake. Compagnie Plastic The risk management system incorporates, as part of the organizational
Omnium SE does everything in its power to encourage other affiliates to framework presented in this report, a process of mapping and analyzing
establish rules of conduct consistent with the provisions of the Code. It is the main risks facing the Company. The purpose of this is to verify the
the responsibility of executive corporate officers, members of the pertinence of approaches implemented at Group level and to take action
Executive Committee, Business Lines Directors and sites managers to to strengthen or complement existing approaches. At Group level, this
ensure that all employees are aware of the contents of the Code, and that process is led by the Risk Management Department in conjunction with
they have sufficient resources to comply with its provisions. In return, the the operational departments and functional departments.
Code requires individual employees to behave in a way that demonstrates
a personal and ongoing commitment to complying with the prevailing laws The system is overseen by the Senior Executives.
and regulations, and with the ethical rules it lays down.
Group Internal Control Rules and Procedures: Compagnie Plastic CONTROL ACTIVITIES
Omnium SE has a set of rules that define the roles and responsibilities of
the Senior Executives, the central departments of Compagnie Plastic Compagnie Plastic Omnium SE seeks to combine the responsibility and
Omnium SE and the operational departments of its businesses and independence of judgment of the three levels of control over its
subsidiaries in the following areas: 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
● Health, Safety and Environment; necessary for the satisfactory implementation of the rules and principles
● Human Resources; governing internal control in their respective activities. They are tasked in
particular with assessing the pertinence of remedial measures
● Treasury (financing and routine transactions); implemented as a result of assignments undertaken by Internal Audit.
● Sales; They are also responsible for identifying the risks inherent to their own
activity and for taking reasonable steps to control them.
● Purchasing (operations and capital expenditure);
The central functional departments, namely Human Resources,
● Inventory and Supply Chain; Sustainable Development, Finance and Information Systems, Legal, and
● Automotive Projects; Purchasing Performance, have the broadest powers in their areas of
expertise, and under the supervision of Senior Executives, to establish
● Accounting and Taxation; rules and procedures applying within Compagnie Plastic Omnium SE. They
● Production and Quality; are tasked with coordinating and monitoring the activities of their
functional networks with a view to protecting the interests of the Group
● Real Estate; and all its stakeholders.
● 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 OVERSIGHT
responsible for analyzing the risks specific to their functions and
producing the plans required for their smooth running. They produce and The Senior Executives, assisted by the Risk Management Department, is
update the Internal Control Framework and the cross-company responsible for the overall oversight of the Company’s internal control and
procedures for risk control. In doing so, they are required to ensure the risk management processes.
adequacy of the Internal Control Framework in respect of prevailing The Risk Management Department exercises a critical oversight role
standards, regulations and laws, and to implement the appropriate means concerning the internal control system as part of its specific remit. It
for relaying the information they produce. reports its analyses and recommendations to the Senior Executives, as
Compagnie Plastic Omnium SE has a centralized Internal Audit well as the Internal Control and Compliance Committee.
Department that is part of the Group Risk Management Department and The Internal Control and Compliance Committee coordinates and
reports to the Corporate Secretary. It also reports regularly on its work to oversees the internal control system, and ensures that it runs smoothly.
the Internal Control and Compliance Committee, which is responsible for The Internal Control and Compliance Committee is chaired by the
overseeing internal control procedures. It conducts assessments of the Corporate Secretary of Compagnie Plastic Omnium SE. Its members
general system and ensures the efficiency of its implementation. include the Human Resources Director, Chief Operating Officer and
Purchasing Performance Director, Chief Financial Officer and Information
2
The Internal Audit Department conducts audits on a scope covering all
subsidiaries, whether or not Compagnie Plastic Omnium SE exercises Systems Officer, Internal Control Director, Internal Audit and Risk
control. At the conclusion of each audit, internal audit makes Management Director, Compliance Director, Internal Audit Manager, and
recommendations to the audited entities, which respond with appropriate the Chief Executive Officers and Chief Financial Officers of the Group’s
action plans subject to systematic monitoring by the management teams business lines. It is tasked with ensuring the quality and effectiveness of
of the Group’s business lines. The annual internal audit plan is based on the system. It relays the decisions and recommendations of the Chief
criteria relating to how often audits are performed and to each entity’s risk Executive Officer, to whom it reports its findings. Its composition gives it
and control environment. Each new entity is audited within one year the authority to coordinate the efforts of all actors involved in internal
following its formation or acquisition. Since 2020, Covid-19 health-related control and risk management in each division or corporate function.
travel restrictions led the Internal Audit Department to adapt its audit Lastly, the Board of Directors reviews all of the major assumptions and
processes to allow some audits to be performed remotely, using digital strategies laid down for Compagnie Plastic Omnium SE by the Senior
tools extensively. To carry out these remote audits, a local auditor, present Executives. It reviews the broad outlines of the internal control and risk
at the audited sites, supplements the audit team. None of the audits management system and acquires an understanding of the various
performed in 2021 revealed any serious weaknesses in the internal procedures involved in the preparation and processing of overall and
control and risk management systems. 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
assessment tool and a means of raising the awareness of local INTERNAL CONTROL RELATING
organizations. TO THE PREPARATION OF THE COMPANY’S
Lastly, the application of international safety, environmental and quality
assurance standards, in addition to the audit of our insurance companies
FINANCIAL AND ACCOUNTING
and our customers, gives rise to regular specialized audits conducted by INFORMATION
independent bodies.

INFORMATION AND COMMUNICATION BASIS OF PREPARATION OF THE GROUP’S


The Internal Control Rules and Procedures are available to employees on FINANCIAL INFORMATION
the home page of the Group’s intranet portal. However, the internal Concerning the preparation of the Group’s financial information and its
control system is deployed largely through formal documents, awareness consistency, the Finance Department has the following tasks:
raising, training programs and reporting processes conducted by the
central functional departments. These activities, which include the ● laying down financial and accounting standards for the Group, in
self-assessment referred to above, allow local management teams to accordance with international standards;
appreciate the Senior Executives’ profound commitment to internal ● determining the policy in respect of the preparation of financial
control processes. information;
Finally, the relaying of information on the preparation of financial and ● coordinating information systems used for the preparation of financial
accounting data is subject to specific processes described later in this and accounting data;
report.
● reviewing subsidiaries’ financial information;
● preparing financial information for the Group’s consolidated financial
statements.

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2 RISK FACTORS AND MANAGEMENT
Internal control procedures and risk management

The consistency of the Group’s financial statements is guaranteed by the statement, cash-flow statement and data concerning capital employed by
use of the same accounting standards and a single chart of accounts by subsidiary and by business line for the year N+1.
all Group entities. These standards and this chart of accounts take into
“Revised” forecasts are regularly produced to allow remedial measures to
account the specific characteristics of the subsidiaries’ various
be made with a view to ensuring that initial budget targets are met. They
businesses. They are defined by the Group Accounting and Standards
also allow the Senior Executives to report reliably on changes in the
Department, which has sole authority to modify them.
situation.
This consistency is then ensured by the coordinated management of the
The budget is based on the rolling strategic and financial plan, approved
information systems which combine to produce the financial information
each year by the Senior Executives. It includes income statement and
for each subsidiary of the Group. The reporting and accounts
balance sheet projections for the four years following the year in progress.
consolidation processes are standardized and unified by the use of a
It also takes into account the sales, industrial and financial strategies of
single software program. Also, based on a software package
the Group and its business lines.
recommended by the Group, the business lines have developed integrated
management systems, deployed at almost all of their industrial, Research Compagnie Plastic Omnium SE is responsible for managing the
and Development and administrative sites, thus contributing to the control medium-term financing requirements of all the subsidiaries controlled by
of information necessary to prepare the financial statements. the Group. Plastic Omnium Finance covers short-term financing needs.
Through the latter, the Group centralizes its cash management and has
Consolidated Group financial information is prepared for the following key
set up a daily cash-pooling and netting system for all Group subsidiaries in
processes:
all countries where local rules allow this practice. In addition, intragroup
● weekly cash reporting; receivables and payables are netted monthly. In this way, it manages
funding streams and verifies cash positions on a daily basis.
● monthly reporting;
In general, subsidiaries cannot negotiate external financing arrangements
● interim consolidated reporting;
without the prior authorization of the Group’s Central Treasury.
● annual budget.
Plastic Omnium Finance is also responsible for controlling all currency and
These four processes apply to all subsidiaries controlled by Compagnie interest rate hedging transactions.
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
FINANCIAL REPORTING AND CONTROL Group, together with comparisons with the prior year and the budget for
the current year.
PROCEDURES
No material incidents or significant changes occurred in 2021 that could
The accounting function is decentralized in the subsidiaries of Plastic have compromised the effectiveness of the internal control system
Omnium. A first level of control and analysis of the financial statements is described above.
carried out at the local level, then at the central level in each business
line. Third-tier controls are performed by the Finance Department.
Reporting is done on a monthly basis. It is submitted to the Senior
Executives eight business days after the close of the monthly accounts
WORK PLANNED IN 2022
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 Committed to a process of continuous improvement of its internal control
and Development expenditure. It also includes a full cash-flow statement, system, Compagnie Plastic Omnium SE will supplement certain
business forecasts for the subsequent three months and a set of procedures in order to make them more relevant, on the one hand, and to
environmental and safety indicators. The information is prepared at facilitate their appropriation by operational staff, on the other. This
Group, business line and subsidiary level. The reporting provides approach, in which the Risk Management Department and Internal
comparisons between the various items – monthly actual, year-to-date Control Department are fully involved, covers our internal control
actual compared with prior-year actual and current year budget. It procedures, accounting and financial procedures, and risk management
provides an analysis of material differences. procedures.
The budget process begins in September each year. Prepared by each The Internal Audit Department plans to carry out 27 assignments in 2022.
subsidiary and consolidated at the Group business line level, it is To improve the internal control and risk management system, the
submitted to the Senior Executives in November and validated by Company will continue to apply the procedure for tracking progress on
end-November before being presented to the Board of Directors of implementing recommendations issued by the Internal Audit Department.
Compagnie Plastic Omnium SE. The budget comprises an income

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3
CORPORATE
governance
RFA DPEF
AFR

3.1 COMPOSITION AND CONDITIONS


FOR THE PREPARATION AND ORGANIZATION
OF THE WORK OF THE BOARD OF DIRECTORS 62

3.2 COMPENSATION OF MEMBERS OF THE BOARD


OF DIRECTORS AND EXECUTIVE DIRECTORS 93

3.3 ADDITIONAL INFORMATION ON CORPORATE


GOVERNANCE 116

3.4 CORPORATE GOVERNANCE CODE 118

3.5 INFORMATION ON SHARE CAPITAL 119

3.6 SHAREHOLDING STRUCTURE


OF COMPAGNIE PLASTIC OMNIUM SE 124

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 61


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

In accordance with the provisions of Articles L. 225-37 et seq. and L. 22-10-9 and L. 22-10-10 of the French Commercial Code, this chapter describes the
conditions for the preparation and organization of the work of the Board of Directors, including in particular the organizational principles guaranteeing a
balance of powers. The components of the compensation of directors are also specified, as well as the transactions in Plastic Omnium shares declared by
the directors in 2021 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code.
This report was presented to the Audit Committee, the Appointments Committee and the Compensation Committee for the sections that fall under their
areas of responsibility. Thereafter it was approved by the Board of Directors at its meeting of February 17, 2022.
Compagnie Plastic Omnium SE refers to the guidelines of the corporate governance code issued by AFEP-MEDEF.

3.1 COMPOSITION AND CONDITIONS FOR THE PREPARATION AND


ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS

3.1.1 COMPOSITION OF THE BOARD 3.1.1.2 DIVERSITY POLICY APPLIED


OF DIRECTORS TO THE BOARD OF DIRECTORS: PROFILES,
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
OF THE BOARD OF DIRECTORS Commercial Code, which establishes a principle of balanced
representation of women and men on Boards of Directors, the Board of
Pursuant to Articles 11 and 11b of the Company’s bylaws and in Directors of Compagnie Plastic Omnium SE comprises eight female
accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the directors out of 15. The law provides that in assessing the proportion of
French Commercial Code, the Board of Directors of Compagnie Plastic men and women on Boards of Directors, directors representing the
Omnium SE is composed of up to 18 members, two of whom represent employees and not elected by the General Meeting are not taken into
the Group’s employees when the number of directors is greater than or account. As the Board of Directors of Compagnie Plastic Omnium SE
equal to 8. includes two directors representing employees, the assessment is made
The term of office of each director is three years and is renewable. on the basis of 13 directors, of which seven are women, i.e. 54% women.
Directors are appointed by the General Meeting of Shareholders for The principle of gender balance is also respected with regard to the two
three-year terms expiring at the close of the General Meeting called during directors representing the employees.
the year in which their term expires to approve the accounts for the In addition to increase the representation of women amongst its
previous fiscal year. members, the Board of Directors of Compagnie Plastic Omnium SE is
The General Meeting of Shareholders of April 22, 2021 renewed the striving to diversify the profiles of directors in terms of skills and
terms of office of Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert, nationalities. On the basis of the skills matrix (see below), the
Burelle SA represented by Ms. Éliane Lemarié, Mr. Laurent Burelle, Appointments Committee makes recommendations to the Board of
Mr. Laurent Favre, Prof. Dr. Bernd Gottschalk, Mr. Paul Henry Lemarié and Directors for the purpose of selecting, if necessary with the assistance of
Mr. Alexandre Mérieux. It noted the non-renewal of the terms of office of an external firm, candidates when renewing the composition of the Board
Mr. Jean Burelle and Mr. Jérôme Gallot. Mr. Jean Burelle was appointed of Directors on the basis of the following criteria:
censor of the Company by the Board of Directors at its meeting of ● management skills acquired in large French or foreign international
February 17, 2021. companies;
At the date of this report, the Company is administered by a Board of ● knowledge of the Group or its business sector;
Directors composed of 15 members:
● professional experience;
● 13 directors elected by the General Meeting of Shareholders in
accordance with the provisions of the French Commercial Code, ● financial and accounting expertise;
including the Chairman of the Board of Directors (Mr. Laurent Burelle), ● CSR, R&D and digital skills;
the Chief Executive Officer (Mr. Laurent Favre) and the Managing
Director (Ms. Félicie Burelle); ● 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.

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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
The Board of Directors is committed to promoting mix and diversity in its 3
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
33% 20% businesses of Compagnie Plastic Omnium SE, the issues facing it and its
strategic orientation, thus contributing to the quality of the Board’s
from 8 to less than 15 years from 4 to less than 8 years decisions.

The table below summarizes the diversity and complementarity of the skills brought to the Board.

Digital,
Senior Innovation, New Industry Automotive Human Knowledge
  Executives technologies sector CSR Finance sector Resources of the Group
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


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

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 Nationality companies* 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 M 0 01/01/2020 2024 2

Félicie Burelle 42 F 1 04/27/2017 2023 4

Independent directors**

Anne Asensio 59 F 1 04/28/2011 2023 10 ¡

Anne-Marie Couderc 71 F 1 07/20/2010 2024 11 Ù Ù

Lucie Maurel Aubert 60 F 0 12/15/2015 2024 6 ¡ ¡

Alexandre Mérieux 47 M 1 04/26/2018 2024 3 ¡

Amélie Oudéa-Castéra 43 F 1 01/01/2014 2022 8 ¡

Non-independent directors and/or members of the Burelle family

Prof. Dr. Bernd Gottschalk 78 M 1 04/28/2009 2024 12

Vincent Labruyère 0 05/16/2002 2023 19 Ù

Éliane Lemarié, permanent


76 F 1 04/09/2009 2024 12 ¡
representative of Burelle SA

Paul Henry Lemarié 74 M 1 06/26/1987 2024 34

Cécile Moutet 48 F 0 04/27/2017 2023 4

Directors representing employees

Amandine Chaffois 41 F 0 07/04/2019 2022 2

Ireneusz Karolak 62 M 0 05/23/2019 2022 2

Censor

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 Ù Chairman of the committee.

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

60 YEARS 54%
AVERAGE AGE WOMEN
38%
INDEPENDANT
OF DIRECTORS AS AT DIRECTORS DIRECTORS
12/31/2021 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) Anne-Marie Couderc (04/22/2021)
Board of Directors
Jérôme Gallot (04/22/2021) Lucie Maurel Aubert (04/22/2021)
Prof. Dr. Bernd Gottschalk (04/22/2021)
3
Paul Henry Lemarié (04/22/2021)
Alexandre Mérieux (04/22/2021)
Audit Committee Lucie Maurel Aubert (02/17/2021)
Compensation Committee Prof. Dr. Bernd Gottschalk (02/17/2021) Alexandre Mérieux (02/17/2021 Anne-Marie Couderc (02/17/2021)
Anne-Marie Couderc (02/17/2021)
Appointments Committee Éliane Lemarié (02/17/2021)
Lucie Maurel Aubert (02/17/2021)

Two directors representing employees They were both appointed in 2019 for a three-year term of office. As soon
as they became directors, they participated in a training program
Two directors representing the employees are members of the Board of delivered by an external firm covering in particular the role and function of
Directors. With a particular viewpoint linked to their knowledge of the the Board of Directors and the directors’ rights, obligations and
business, they bring a complementary perspective and enrich the quality responsibilities. They also took part in an onboarding program designed to
of the Board’s discussions. improve their knowledge of the Group’s organization and businesses.
Amandine Chaffois, appointed by the France Group Works Council, is the Amandine Chaffois and Ireneusz Karolak receive compensation as
Group’s Vice-Chairwoman, Value Chain Sustainability. members of the Board of Directors in accordance with the same
Ireneusz Karolak, appointed by the European Consultation Committee, is distribution rules as the other directors. The components of their
Purchasing Manager in the Plastic Omnium Industries’ Clean Energy compensation as employees are not published.
Systems business line in Poland.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 65


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

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
NATIONALITY: French 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
BUSINESS ADDRESS:
Compagnie Plastic Omnium SE with effect from January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA
Plastic Omnium
since January 1, 2019.
1, allée Pierre Burelle 92300 Levallois-Perret
FIRST APPOINTMENT: He has also been Chairman of AFEP (Association Française des Entreprises Privées) since 2017. Laurent Burelle is also a
06/18/1981 director-founder of the Fondation Jacques Chirac.
END OF CURRENT TERM:
He is a Commandeur de la Légion d’Honneur.
2024
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 Chairman and CEO P P


Sofiparc Chairman and member of the Supervisory Committee P
Sofiparc Management Chairman P
Burelle Participations Director P
AFEP (association) Chairman

Fondation Jacques Chirac (association) Director – Founder


INTERNATIONAL COMPANIES

Plastic Omnium Holding (Shanghai) Co. Ltd (China) Director P


SOGEC 2 (Belgium) Managing Director

Compagnie Financière de la Cascade SA (Belgium) Chairman – Chief Executive Officer

Plastic Omnium Inc (United States) Chairman (until February 2021) P

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 Chairman and CEO P


Plastic Omnium Auto Inergy Chairman P
Plastic Omnium Finance Manager P
Plastic Omnium Modules Chairman P
INTERNATIONAL COMPANIES

Plastic Omnium GmbH (Germany) Manager P


HBPO Beteiligungsgesellschaft mbH (Germany) Member of the Shareholders Committee P
Plastic Omnium New Energies (Belgium) Director P
Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd
(China) Director P
Plastic Omnium Holding (Shanghai) Co. Ltd (China) Chairman of the Board of Directors P
Plastic Omnium Inc. (United States) Chairman (since February 2021) P

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 67


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

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
BUSINESS ADDRESS: Executive Committee since then.
Plastic Omnium
1, allée Pierre Burelle 92300 Levallois-Perret Appointed Chief Operating Officer of Compagnie Plastic Omnium SE on January 1, 2018, Félicie Burelle has been
FIRST APPOINTMENT: Managing Director since January 1, 2020.
04/27/2017
END OF CURRENT TERM:
2023
SHARES HELD:
900

PLASTIC OMNIUM GROUP COMPANY/


COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA

FRENCH COMPANIES

Burelle SA Director P P
Burelle Participations Director P
CIC Lyonnaise de Banque Director
INTERNATIONAL COMPANIES

Compagnie Financière de la Cascade SA (Belgium) Director

Plastic Omnium New Energies (Belgium) Director P


HBPO Beteiligungsgesellschaft mbH (Germany) Member of the Shareholders Committee P

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 Director – member of the Board of Directors
Non-controlling shareholder, Director and member
Strate École du design of the Scientific Advisory Board

Institut de Recherche et d'Innovation (IRI) Centre Pompidou Member of the College

Design Île-de-France (Region) Board member

VIA (Association) Member of the Board of Directors


INTERNATIONAL COMPANIES AND ORGANIZATIONS

Umeä University of Design (Sweden) Member of the Strategic Board

World Design Organization (Canada) Board member

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 69


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

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.
NATIONALITY: French 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.
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 Anne-Marie Couderc is an Officier de la Légion d’Honneur and a Officier de l’Ordre national du Mérite.
FIRST APPOINTMENT:
07/20/2010
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
Air France KLM and Governance Committee P
Independent Board member

Air France Chairwoman of the Board of Directors


Director
Transdev
Member of the Audit Committee and the Strategy Committee
Director
Chairwoman of the Compensation and Appointments
Ramsay – Générale de Santé Committee
Member of the Audit and Risk Committee

C.E.S.E 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) Chairman

Schaeffler AG (Germany) Director

Jost Werke AG (Germany) Director, Deputy Chairman P


Bentler international AG (Austria) Director
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


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

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.
NATIONALITY: French 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
BUSINESS ADDRESS: France and the United States, which also operates commercial real estate premises and invests growth capital in France
Labruyère Group and abroad.
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

Société Financière du Centre Chairman


Permanent representative of the Labruyère Group, director
Pige SA (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
NATIONALITY: French roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief
Executive Officer until 2010.
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:
3
2024
SHARES HELD:
235,996

PLASTIC OMNIUM GROUP COMPANY/


COMPANIES POSITIONS AND OFFICES HELD LISTED COMPANY BURELLE SA

FRENCH COMPANIES

Burelle SA Director P P
Sofiparc Member of the Supervisory Committee P
Union Industrielle Chairwoman of the Supervisory Committee
INTERNATIONAL COMPANIES

SOGEC 2 (Belgium) Chief Executive Officer

Garamond (Belgium) Director

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 73


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

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 Chairman and CEO P


Burelle SA Director P P
Sofiparc Member of the Supervisory Committee P
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 Vice-Chairwoman

STEF-TFE Director

Fonds de dotation du Grand Paris Director

Rothschild & Co Vice-Chairwoman of the Supervisory Board

Association Française des Banques Vice-Chairwoman

SNEF Director

Festival d'art lyrique d'Aix-en-Provence Vice-Chairwoman

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 75


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

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.
NATIONALITY: French 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
BUSINESS ADDRESS: NutriSciences.
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 Representative of Mérieux Participation 2, director

Fondation Christophe et Rodolphe Mérieux Director

Mérieux Foundation Director

Mérieux Développement SAS Chairman

Mérieux Equity Partners Chairman

Compagnie Mérieux Alliance Chief Executive Officer

SCI ACCRA 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
NATIONALITY: French coordinated various consulting assignments.

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,
NATIONALITY: French
Data and Digital Transformation from November 2018 until February 2021.
BUSINESS ADDRESS: Since March 2021, Amélie Oudéa-Castéra has been Chief Executive Officer of the French Tennis Federation.
Fédération Française de Tennis
2, avenue Gordon Bennett 75016 Paris
FIRST APPOINTMENT:
01/01/2014
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 Chief Executive Officer

Eurazeo Member of the Supervisory Board P

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 77


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

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
NATIONALITY: French
Sustainability.
BUSINESS ADDRESS: Amandine Chaffois was appointed to the Board of Directors of Compagnie Plastic Omnium SE by the French Works Council
Plastic Omnium on July 4, 2019.
1, allée Pierre Burelle 92300 Levallois Perret
FIRST APPOINTMENT:
07/04/2019
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
NATIONALITY: Polish May 23, 2019.

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

BUSINESS ADDRESS:
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
3
Burelle SA Committee.
1, allée Pierre Burelle 92300 Levallois-Perret
FIRST APPOINTMENT: Jean Burelle is an Officier of the Légion d’Honneur and an Officier de l’Ordre National du Mérite.
02/17/2021
END OF CURRENT TERM:
2024
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
Chairman and Chief Executive Officer
Burelle Participations (until July 2021) P
Sofiparc Member of the Supervisory Committee P
Permanent representative of Burelle Participations,
Sycovest 1 itself director

Soparexo SCA Member of the Supervisory Committee


Member of the Supervisory Committee
Banque Hottinguer and the Compensation Committee
(until October 2021)

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
SOGEC 2 SA (Belgium)
Chief Executive Officer
Chairman of the Board of Directors
Financière Protea SA (Belgium)
Director

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3.1.1.3 CHANGES IN THE TERMS OF OFFICE AND then Director of Marketing, Brand and Services at AXA France in 2011.
Having extended her responsibilities to digital, she was appointed Director
POSITIONS OF THE BOARD OF DIRECTORS of Marketing and Digital for the entire AXA Group in 2016.
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
Renewal of the terms of office of eight directors.
and Digital Transformation from November 2018 until February 2021.
The General Meeting of Shareholders of April 22, 2021 renewed, for a
Amélie Oudéa-Castéra has been Chief Executive Officer of the French
period of three years, the terms of office of:
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
● Laurent Favre, director of Compagnie Plastic Omnium SE since 2020; 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
● Burelle SA, represented by Éliane Lemarié, director of Compagnie
involved in the Audit Committee.
Plastic Omnium SE since 1987;
Amélie Oudéa-Castéra’s attendance during her eight years in office was
● Anne-Marie Couderc, director of Compagnie Plastic Omnium SE since
83% for meetings of the Board of Directors and 100% for meetings of the
2010;
Audit Committee.
● Lucie Maurel Aubert, director of Compagnie Plastic Omnium SE since
2015; Renewal of the term of office of directors representing
● Prof. Dr. Bernd Gottschalk, director of Compagnie Plastic Omnium SE employees
since 2009; Amandine Chaffois and Ireneusz Karolak have been directors
● Paul Henry Lemarié, director of Compagnie Plastic Omnium SE since representing the employees of Compagnie Plastic Omnium SE since 2019.
1987; The three-year terms of office of Amandine Chaffois and Ireneusz Karolak
● Alexandre Mérieux, director of Compagnie Plastic Omnium SE since expire on July 4, 2022 and May 23, 2022. Pursuant to Article 11b of the
2018. 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
End of the term of office of Mr. Jean Burelle
of three years.
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, Appointment of a new director
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, At its meeting of February 17, 2022, the Board of Directors decided, on
Jean Burelle was appointed as censor by the Board of Directors at its the proposal of the Appointments Committee, to submit to the Annual
meeting of February 17, 2021, for a term of three years. General Meeting of Shareholders of April 21, 2022, the appointment of
Martina Buchhauser.
End of the term of office of Mr. Jérôme Gallot A German national, Martina Buchhauser would bring to the Board her
Jérôme Gallot, a director since 2006, did not wish to seek the renewal of industrial experience in the automotive sector, as well as her experience
his term of office. 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
Changes to the composition of the Board of Directors
University (United States). She began her career at General Motors in the
and Committees in 2022 US in 1985, and later joined Opel AG in Germany, where she was Global
Renewal of the term of office of a director Purchasing Director. From 2007 to 2012, she was Vice-Chairwoman,
Purchasing, of MAN Camions et Bus and then joined the BMW Group in
At its meeting of February 17, 2022, the Board of Directors decided, on 2012, where she was responsible for vehicle interiors and electronics. In
the proposal of the Appointments Committee, to submit to the Annual 2017, she became Senior Vice President, member of the Executive
General Meeting of Shareholders of April 21, 2022, the renewal of Amélie Committee of Volvo Car Corporation (Geely Group) in Sweden, in charge of
Oudéa-Castéra's term of office as a director for a period of three years purchasing.
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
Amélie Oudéa-Castéra has been an independent director of Compagnie Committee of Gränges AB in Sweden and of Sono Group NV in Germany,
Plastic Omnium SE since 2014. She has been a member of the Audit where she is also a member of the Governance and Appointments
Committee since 2020. Committee.
Following a career as a professional tennis player, Amélie Oudéa-Castéra Martina Buchhauser would bring to the Board of Directors her very broad
graduated from IEP Paris and ESSEC Business School. While obtaining a international experience, extensive knowledge of the automotive sector in
master’s degree in law, she won a place at ENA, graduating in the context of its transformation, and of automotive equipment
April 2004 and taking up a position as Public Auditor with the French manufacturers, as well as proven financial skills and first-rate managerial
Court of Auditors (Cour des Comptes). experience.
In 2008, Amélie Oudéa-Castéra joined the AXA Group, working for the
Group CFO. In 2010, she was appointed Director of Strategic Planning,

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After examining the independence criteria in the AFEP-MEDEF Code, the At its meeting of December 10, 2021, the Board of Directors resolved to
Board of Directors concluded that Martina Buchhauser could be modify the composition of the Audit Committee and the Compensation
considered an independent director. Committee at the end of the General Meeting of Shareholders
of April 21 2022 and to extend the scope of intervention by the
Composition of the Board of Directors and Board Committees Appointments Committee:
following the General Meeting of Shareholders of April 21, 2022 ● the Audit Committee will be chaired by Lucie Maurel Aubert. Amélie
Subject to the approval of the resolutions submitted to the vote of the Oudéa-Castéra and Vincent Labruyère will be members;
General Meeting of Shareholders to be held on April 21, 2022, at the end ● the Compensation Committee will be chaired by Alexandre Mérieux.
of this General Meeting of Shareholders, the Board of Directors of Anne-Marie Couderc and Anne Asensio will be members;
Compagnie Plastic Omnium SE will be composed of 16 members. The
percentage of the independent directors will be 43% and the percentage ● the Appointments Committee is modified to take into account the
of women, 57%, directors representing the employees not being taken Group’s expectations and ambitions in terms of social and
into account in calculating these rates. 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 Audit Compensation Appointments and


Age Male/Female director Committee Committee CSR Committee
Laurent Burelle 72 M
3
Laurent Favre 50 M
Félicie Burelle 42 F
Anne Asensio 59 F º ¡
Prof. Dr. Bernd Gottschalk 78 M
Martina Buchhauser 55 F º
Amandine Chaffois 41 F
Anne-Marie Couderc 71 F º ¡ Ù
Ireneusz Karolak 62 M
Vincent Labruyère 71 M ¡
Éliane Lemarié, permanent
76 F ¡
representative of Burelle SA
Paul Henry Lemarié 74 M
Lucie Maurel Aubert 60 F º Ù ¡
Alexandre Mérieux 47 M º Ù
Cécile Moutet 48 F
Amélie Oudéa-Castéra 43 F º ¡

º Independence within the meaning of the AFEP-MEDEF Code criteria.


¡ Committee member. Ù Chairman of the Committee.

3.1.1.4 RESPONSIBLE DIRECTORS There are no family ties between the other directors of Compagnie Plastic
Omnium SE.
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 No conviction or incrimination of directors
Plastic Omnium SE and in accordance with the AFEP-MEDEF Code,
directors are subject to compliance with the rules applicable to the Each director has declared, as they do every year, that he/she:
situation of conflict of interest and stock exchange Code of Ethics. ● has not been convicted of fraud in the last five fiscal years;
● has not been involved as a director in a bankruptcy, receivership or
Statements on the position of directors liquidation during the last five years;

Existing family ties between directors ● is not the subject of an official public offense and/or sanction
pronounced by a statutory or regulatory authority;
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
Félicie Burelle is the daughter of Laurent Burelle, and Cécile Moutet and participating in the management or conduct of the affairs of an issuer
Félicie Burelle are cousins. during the last five years.

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Management of conflicts of interest 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
Directors are required to act in the interests of the Company in all
they may trade in Plastic Omnium shares.
circumstances.
Furthermore, the directors notify the French Financial Markets Authority
Each year, the Board of Directors examines potential situations of
(AMF – Autorité des Marchés Financiers) of each transaction carried out
conflicts of interest and the agreements reported to it pursuant to
by themselves, or by persons closely related to them, involving Plastic
Article 4.2 of its Internal Rules.
Omnium securities (see section 3.2.5 “Summary of transactions reported
Beyond the provisions of the French Commercial Code applicable to by executive directors and directors during fiscal year 2021”).
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 3.1.1.5 INDEPENDENT DIRECTORS
which he or she might be involved, directly or indirectly, and, if
involvement in such conflict cannot be avoided, must refrain from Article 4.6 of the Internal Rules provides that the Board of Directors must
participating in the discussions and decisions on the matters concerned. 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 Criterion 1: Employee or director during the past five years
no. (EU) 2017/1129 called “Prospectus 3,” the Board of Directors has not Is not or has not been during the past five years:
identified any potential conflict of interest between the duties of the
directors with respect to Compagnie Plastic Omnium SE and their private
● employee or executive director of the Company;
interests and/or other duties. In particular, based on the work of the ● employee, executive director or director of a company consolidated by
Appointments Committee, the Board of Directors found that there was no the Company;
business relationship of any nature between the Plastic Omnium Group
● employee, executive director or director of the Company’s parent
and any of its directors, which could lead to conflicts of interest.
company or of a company consolidated by this parent company.
Information on service contracts binding members Criterion 2: Cross-directorships
of the administrative bodies Is not an executive director of a company in which the Company directly or
No director is bound either to the Company or to its subsidiaries through indirectly holds an office of director or in which an employee designated
service contracts providing benefits of any kind. 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.
Stock Exchange ethics Criterion 3: Significant business relations

The Board of Directors is aware of the applicable rules on the prevention Is not a significant customer, supplier, investment banker, corporate
of insider misconduct, in particular the periods during which trading in banker or adviser:
securities of the Company is prohibited. It ensures that its Internal Rules ● of the Company or its Group;
and the Stock Exchange Ethics Charter are regularly updated.
● or for which the Company or its Group represents a significant part of
Based on legal texts, regulations and market recommendations, its activity.
Compagnie Plastic Omnium SE’s Stock Exchange Ethics Charter reiterates
that privileged information must be transmitted and used only strictly The assessment as to whether or not the relationship with the Company or
within the framework provided for by the law and regulations. its Group is significant is discussed by the Board, and the quantitative and
qualitative criteria leading to this assessment (continuity, economic
Privileged information is specific non-public information which, if it were to dependence, exclusivity, etc.) are explained in the annual report.
be made public, could have an appreciable influence on the share price.
This privileged information can be of three main types in particular: Criterion 4: Family ties
strategic, linked to the definition and implementation of the Group’s Does not have close family ties with a director.
development policy; recurring, linked to the annual calendar for the
production and publication of annual and interim financial statements, Criterion 5: Statutory Auditors
regular communications or periodic meetings dedicated to financial Has not been Statutory Auditor of the Company during the past five years.
information; or ad hoc, linked to a given project or financial transaction.
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 Has not been a director of the Company for more than twelve years. Loss
financial transactions carried out on Plastic Omnium’s securities in the of status as independent director occurs on the twelfth anniversary of the
stock exchange and points out that misconduct in this regard is subject to start of the term of office.
criminal penalties. Directors with permanent insider status are particularly Criterion 7: Status of non-executive director
requested not to carry out transactions on the securities of Plastic
Omnium during certain periods if they have insider information. The A non-executive director cannot be considered independent if he or she
Internal Rules of the Board of Directors mention the obligation for all receives variable compensation in cash or shares or any compensation
members of the Board of Directors and all censors of Compagnie Plastic linked to the performance of the Company or of the Group.
Omnium SE to comply with the terms of the charter. Members are
periodically reminded of these obligations by the Company.

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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 At December 31, 2021, in addition to Laurent Favre and Félicie Burelle,
shareholders do not participate in the control of the Company. However, executive directors, the following directors cannot be considered
above a threshold of 10% of the capital or voting rights, the Board, based independent:
on a report by the Appointments Committee, systematically reviews the ● Laurent Burelle, Éliane Lemarié, Paul Henry Lemarié and Cécile Moutet
classification as independent, taking account of the composition of the
are related to at least one of the executive directors;
Company’s capital and the existence of any potential conflict of interest.
● 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
seniority as directors of Compagnie Plastic Omnium SE, which amounts
of the Appointments Committee, examined the independence of the
respectively to 19 years and 12 years;
directors at December 31, 2021. On the proposal of this committee, the
Board considered, in accordance with the AFEP-MEDEF Code to which the ● Amandine Chaffois and Ireneusz Karolak, directors representing the
Company refers, that a director is independent when “He or she has no 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 Significant Status of non-
3
previous Cross- business Statutory Term of office executive Status of major
At December 31, 2021 five years directorships relations Family ties Auditor over 12 years director shareholder

Anne Asensio P P P P P P P P
Independent directors

Anne-Marie Couderc P P P P P P P P
Lucie Maurel Aubert P P P P P P P P
Alexandre Mérieux P P P P P P P P
Amélie Oudéa-Castéra P P P P P P P P

Laurent Burelle V P P V P V P V
Félicie Burelle V P P V P P P P
Laurent Favre V P P P P P P P
Non-independent

Prof. Dr. Bernd Gottschalk P P P P P V P P


directors

Vincent Labruyère P P P P P V P P
Éliane Lemarié, permanent
representative of Burelle SA P P P V P V P P
Paul Henry Lemarié V P P V P V P P
Cécile Moutet P P P V P P P P

Amandine Chaffois N/A N/A N/A N/A N/A N/A N/A N/A
Employee
directors

Ireneusz Karolak N/A N/A N/A N/A N/A N/A N/A N/A

P Criterion for independence met. V Criterion for independence not met.

At December 31, 2021, five directors out of 13 (excluding directors minimum of one-third independent directors, the number of directors
representing the employees) were considered independent, giving 38% representing the employees not being included in establishing the
independent directors, in accordance with the provisions of the percentage of independent directors.
AFEP-MEDEF Code recommending, for controlled listed companies, a

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3.1.1.6 MULTIPLE DIRECTORSHIPS HELD AFEP-MEDEF Code according to which “executive directors must not hold
more than two other directorships in listed companies outside their
BY DIRECTORS Group, including international companies […]. Directors must not hold
The number of corporate offices held by directors in companies outside more than four other corporate offices in listed companies outside their
the Group, including international companies, was assessed at Group, including international companies.”
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 Compliance with the
external to the AFEP-MEDEF Code
At February 17, 2022 Plastic Omnium Group criteria

Laurent Burelle 1 P
Laurent Favre 0 P
Félicie Burelle 1 P
Anne Asensio 1 P
Anne-Marie Couderc 1 P
Prof. Dr. Bernd Gottschalk 1 P
Vincent Labruyère 0 P
Paul Henry Lemarié 1 P
Éliane Lemarié, permanent representative of Burelle SA 1 P
Lucie Maurel Aubert 0 P
Alexandre Mérieux 1 P
Cécile Moutet 0 P
Amélie Oudéa-Castéra 1 P
Amandine Chaffois 0 P
Ireneusz Karolak 0 P

3.1.2 CONDITIONS FOR THE Frequency, duration and participation in meetings


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 The Board of Directors meets as often as the interests of the Company
OF DIRECTORS 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
3.1.2.1 FUNCTIONING OF THE BOARD laid down in the Internal Rules.
OF DIRECTORS In accordance with Article 11 of the bylaws, all directors must own at least
In fiscal year 2021, the governance of Compagnie Plastic Omnium SE was 900 shares of the Company. This obligation does not apply to directors
adapted to ensure the continuation of its various missions in the context representing employees.
of health and movement restrictions. While face-to-face participation in The functions of Chairman of the Board of Directors and Chief Executive
Board meetings is essential, the context of Covid-19 in 2021 was taken Officer have been separate since 2020. Laurent Burelle is Chairman of
into account by increasing the use of digital resources, in particular for the the Board of Directors, Laurent Favre is Chief Executive Officer and Félicie
communication of Board and Committee preparation files. Meetings were Burelle is Managing Director.
also held online to enable the Board of Directors to fulfill its duties.
The Corporate Secretary assumes the responsibilities of the secretariat of
The Board of Directors met six times in 2021. A meeting was held on 19 the Board and draws up the minutes of its meetings.
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.

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Executive sessions Attendance


The directors meet at least once a year without the presence of executive The preparation and holding of Board meetings require significant
directors and family directors, to conduct an overview of the functioning of investment and availability on the part of the directors. In 2021, the
governance and to assess the performance of the Chief Executive Officer average attendance rate at Board meetings was 97%. The individual rate
and Managing Director. The Chairwoman of the Appointments Committee at Board and Committee meetings is detailed below. The breakdown of
chairs this meeting. She informs the members of the Board of Directors of the compensation awarded to the directors, established according to the
the holding of these meetings and of their main conclusions. An executive attendance of each of them at the meetings of the Board and the various
session was held on December 10, 2021. 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 Appointments Committee


Number of Attendance Number of Attendance Number of Attendance Number of Attendance
Directors meetings rate meetings rate meetings rate meetings rate
Laurent Burelle 6/6 100% – – – – – –
Laurent Favre 6/6 100% – – – – – –
3
Félicie Burelle 6/6 100% – – – – – –
Anne Asensio 6/6 100% – – 2/2 100% – –
Amandine Chaffois 6/6 100% – – – – – –
Anne-Marie Couderc 5/6 83% – – 2/2 100% 2/2 100%
Prof. Dr. Bernd Gottschalk(1) 6/6 100% – – 1/1 100% – –
Ireneusz Karolak 6/6 100% – – – – – –
Vincent Labruyère 6/6 100% 3/3 100% – – – –
Paul Henry Lemarié 6/6 100% – – – – – –
Éliane Lemarié, permanent
6/6 100% – – – – 2/2 100%
representative of Burelle SA
Lucie Maurel Aubert 6/6 100% 3/3 100% – – 2/2 100%
Alexandre Mérieux 6/6 100% – – 1/1 100% – –
Cécile Moutet 5/6 83% – – – – – –
Amélie Oudéa-Castéra 5/6 83% 3/3 100% – – – –
Jean Burelle (a)
6/6 100 % – – – – – –
Jérôme Gallot(b) 1/1 100 % – – – – – –
OVERALL ATTENDANCE RATE 97%

(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 Laurent Burelle, as Chairman of the Board of Directors, organizes and
split the positions of Chairman of the Board of Directors and Chief directs the work of the Board, on which he reports to the General Meeting
Executive Officer. This split of positions took effect on January 1, 2020. of Shareholders. He chairs Board meetings, directs the discussions and
Since that date, Laurent Burelle has continued as Chairman of the Board ensures compliance with the provisions of the Internal Rules. He seeks to
of Directors and Laurent Favre is Chief Executive Officer. ensure the quality of discussions and to promote collective
decision-making. He also ensures that the Board devotes sufficient time
At the proposal of the Appointments Committee, Félicie Burelle was
to its discussions, giving each item on the agenda time proportionate to
appointed Managing Director from January 1, 2020.
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.
The Chairman ensures that Board meetings and committees operate
smoothly, the meetings of which he may attend and submit questions for

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opinion, and that principles of good governance apply. In particular, he banking agreements; strategic changes related to the Corporate Social
ensures that the directors are provided with the clear and appropriate Responsibility (CSR) policy.
information necessary to the performance of their duties in a timely
The Chairman, in close collaboration with the Chief Executive Officer, is
manner.
responsible for banking relations with the Senior Executives of banking
In accordance with the Internal Rules, the directors are required to institutions.
immediately report to the Chairman and the Board any situation of conflict
The Chief Executive Officer regularly informs the Chairman of the progress
of interest, even potential, as well as any draft agreement entered into by
of the external communication projects that he submits to him for
the Company and to which they are or may be directly or indirectly
approval.
involved.
The Board of Directors considers that this organization guarantees the
The Chairman of the Board chairs Board meetings and prepares its work.
sustainability of the Group’s performance, values and commitments as
As such, he: well as the quality of its governance.
● convenes meetings of the Board according to a schedule of meetings
communicated to the directors and decides whether to convene the Relations between the Board of Directors and Senior
Board at any other time if necessary; Executives
● prepares the agenda, supervises the creation of the Board file and
The Senior Executives communicate transparently with the directors and
ensures the completeness of the information contained therein;
keep them regularly informed of the Company’s operations and its
● ensures that certain topics are discussed by the committees in performance.
preparation for Board meetings and ensures that they have the power
The Board has the means to deal freely with issues that concern it, in
to make proposals to the Board;
particular the Company’s strategic orientations, to monitor and ensure
● leads and directs the discussions of the Board; their implementation and to control their proper management.
● ensures that directors comply with the provisions of the Board’s The Chairman of the Board of Directors is kept regularly informed by the
Internal Rules; Chief Executive Officer of significant events in the Group. If necessary he
informs members of the Board in between meetings. Only the Chairman is
● prepares and organizes, in conjunction with the Appointments
entitled to speak on behalf of the Board. He conducts the work of the
Committee, the periodic assessment of the Board.
Board in order to obtain the support and commitment of the directors for
The Chairman ensures the proper organization of the General Meetings of the actions of the Chief Executive Officer and to ensure the development
Shareholders which he chairs, answers shareholders’ questions and more of the Company with complete confidence.
generally ensures good shareholder relations.
The Board of Directors may meet at any time depending on current
Should the Chairman be unable to attend, he is replaced by the Chief events.
Executive Officer, if the Chief Executive Officer is himself a director, or
otherwise by a Managing Director or by another director chosen by the Directors’ rights and obligations
Board at the beginning of the meeting.
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 ● act in the corporate interest;
and Senior Executives
● inform the Chairman of the Board and the Board of any situation of
Taking into account the experience and expertise of Laurent Burelle as conflict of interest, even a potential one, and refrain from voting on any
well as his in depth knowledge of the Group and automotive industry deliberation for which such a situation of conflict of interest exists;
markets, the Chairman acts in close collaboration with the Chief Executive ● perform their duties in compliance with legal provisions, in particular
Officer who, with the support of the Managing Director, is responsible for
those relating to limits on the number of terms of office, and attend
the management and operational management of the Company. The
Board and Committee meetings;
Board of Directors decided to extend the missions entrusted to the
Chairman in 2021. ● 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 ● inform the Chairman of the Board of Directors without delay of any
progress of its preparation; disposal & acquisition projects with a value of agreement entered into by the Company in which they are directly or
more than €50 million or revenue exceeding €100 million; movements indirectly interested or which has been entered into by an intermediary.
within the Executive Committee; the raising or cancellation of loans and

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Directors’ information This assessment shows that the work of the Board is taking place under a
presidency conducted with know-how and expertise, allowing effective
The Chairman of the Board of Directors shall provide the directors with
decision-making and promoting discussion between its members, who
sufficient time to enable them to fully perform their duties. In addition, the
benefit from transparent and full information on the Company’s activity.
Chairman of the Board of Directors constantly communicates to the
members of the Board any material information concerning the Company. The frequency and duration of Board and Committee meetings are
Each director receives and may request all information necessary for the deemed satisfactory. The meetings organized by videoconference during
performance of their duties. For this purpose, the directors may meet with the health crisis took place satisfactorily. The Board was able to make its
the key executive directors of the Company and the Group as soon as the decisions, having been provided with information in advance. However,
Chairman of the Board of Directors has been informed in advance. 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
At the request of the Chairman of the Board of Directors or a director, an
situation made it possible, face-to-face meetings were able to resume,
operational director may be invited to any meeting of the Board devoted to
while giving the opportunity to participate in meetings by videoconference
the prospects and strategies of their sphere of business.
to directors who are, exceptionally, unable to travel.
Directors emphasized the quality of information, which is provided in full
3.1.2.2 ASSESSMENT OF THE BOARD and is detailed, and which is communicated to them before each meeting
OF DIRECTORS’ ORGANIZATION of the Board and committees and which promotes the quality of
discussions.
AND FUNCTIONING
Directors considered that Board of Directors’ meeting agendas are
The Chairman of the Board of Directors participates in organizing the
Board’s periodic self-assessment and the reflections on governance
adapted to the economic situation and cover all subjects. The in-depth
presentation of revenue, the automotive market and new technologies
3
matters relating to the Board’s functioning. allow directors to be immersed in Plastic Omnium’s operational business.
Once a year, the Board devotes an item on its agenda to the assessment Since the summer of 2021, a regular update has been devoted to the
of its functioning in order to: impacts of the health crisis and semiconductors on the Company’s
operations enabled them to be well informed of the measures taken to
● improve its effectiveness; deal with it.
● verify that important issues are properly prepared and discussed within The directors do not consider it necessary to appoint a Lead Director, in
the Board; light of the composition and functioning of the Board. This appointment
● measure the effective contribution of each member to its work. would be of limited interest, as the directors wished to maintain a direct
relationship with the Chairman and Senior Executives.
For this purpose, once a year, the Board of Directors discusses its
functioning, and every three years it conducts a formal evaluation carried They also believe that the attention paid to conflicts of interest is well
out by the Appointments Committee, with the assistance of an external managed by the rules in force. They attach particular importance to the
consultant where necessary, and in accordance with the annual analysis of the independence of the directors and to the
recommendations of the AFEP-MEDEF Code. 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 The directors representing employees appreciated the training offered to
measures. 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 The following areas for improvement were also included: the continued
consultant. This formal assessment was carried out during the first involvement of the Board of Directors in social and environmental
quarter of 2021. All members of the Board of Directors were asked to responsibility. The extension of the powers of the Appointments
provide their opinions anonymously. 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 conclusions of this formal assessment and the resulting action plan the summer of 2021, the digitization of Board and Committee documents
were brought to the attention of the Board of Directors of October 19, made available to directors on an electronic platform has contributed to
2021. the improvement of the Board’s operations.

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3.1.2.3 RESPONSIBILITIES AND POWERS The works of the Board of Directors are based on its regularly updated
Internal Rules, which aim at completing the legal, regulatory and statutory
OF THE BOARD OF DIRECTORS rules and the industry recommendations that the Board refers to.
Responsibilities of the Board
By virtue of the legal and regulatory provisions and of Article 11 of the Powers of the Board of Directors
bylaws, the Board of Directors sets the Group’s strategies and ensures The balance of powers within the Board of Directors is based mainly on its
their implementation. Subject to the powers expressly conferred on consistent and harmonious composition and on the qualities of its
shareholders’ meetings and within the limits of the Company’s objects, members. The diversity and complementarity of the directors’ experiences
the Board examines any question in connection with the smooth running and expertise (entrepreneurial, international, financial, industrial,
of the Company and through its deliberations settles matters concerning digital, etc.) enables quick and in-depth understanding of the issues
it. It is committed to promoting the long-term creation of value by the involved in the Plastic Omnium Group’s development.
business, taking into due consideration the social and environmental
implications of its activities. The Board ensures that shareholders receive The balance between long-serving, seasoned directors and those more
relevant and informative information on the Company’s strategy, recently appointed allows a new vision to be combined with the
development model and the account taken of the significant non-financial consistency of long-term decisions.
issues for the Company as well as its long-term outlook. The Board of Senior Executives have the broadest powers to act under any
Directors carries out the controls and verifications that it deems circumstances in the name of the Company, within the limits of the
necessary. The directors control the Company’s economic and financial corporate purpose and subject to the powers that the law expressly grants
management, they review and approve the broad lines of actions to General Meetings of Shareholders and to the Board of Directors. The
considered by the Senior Executives, which implement them. Internal Rules of the Board of Directors contain limits on his powers to
To this end, the Board constantly seeks a working method which, while take certain decisions which, on account of their purpose or their amount,
strictly complying with the law and regulations, is conducive to the are subject to the prior approval of the Board of Directors.
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
MEETINGS OF THE BOARD
97%
ATTENDANCE
38%
INDEPENDENT
OF DIRECTORS AND RATE
ONE EXECUTIVE SESSION

During 2021, the Board of Directors met six times. The Attendance rate at In 2021, the Board’s activity mainly focused on the following topics:
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 Group strategic orientations and monitoring
2021 is shown, for each director, in section 3.1.2.1. of its businesses
The agenda of the Board of Directors is drawn up by the Chairman of the ● the definition of the new strategic plan;
Board of Directors in consultation with the Chief Executive Officer. ● the operational implementation of the strategic directions taken in the
The Board is regularly informed of the work of the various committees by field of hydrogen mobility and definition of the scope of the Group’s
their Chairman and takes its decisions based on their recommendations. new Division, Plastic Omnium New Energies;
● research and innovation;

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● impact of the environmental, social and governance (ESG) criteria on Governance, appointments and compensation
the Group’s strategy;
● 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;
● review of the various issues relating to the Group’s industrial activities; ● adoption of the charter relating to the identification and evaluation of
related-party agreements and free agreements;
● monitoring of the impact of the health crisis (Covid-19) on the Group’s
business and the measures taken to address it socially, operationally ● the holding of shares by directors and changes in compensation rules;
and financially; ● the compensation of executive directors and the performance share
● the impact of the semiconductor shortage and the measures taken to plan;
address it; ● preparation of the Combined General Meeting;
● the integration of the Group’s commitments in terms of Sustainable ● the process of selecting the Statutory Auditors with a view to appointing
Development, with regard to the challenges specific to its activities and a replacement for Mazars, whose term of office expires at the close of
its objectives; the General Meeting of Shareholders of April 21, 2022.

Investments and asset sales


● monitoring the acquisitions, their consolidation into the Group, the 3.1.4 ACTIVITY OF THE BOARD
synergies developed, the implementation of the business plan and the
value created for the Plastic Omnium Group;
OF DIRECTORS’ COMMITTEES 3
● progress reports on ongoing projects;
Discussions and decisions of the Board of Directors are assisted by the
Finance, audit and risks 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
● the approval of the parent company and consolidated financial Internal Rules of the Board of Directors.
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
● approval of management planning documents; for them to examine and issue an opinion, preparing the tasks and
● approval of the budget and medium-term business plan; decisions of the Board relating to these subjects or projects and reporting
their conclusions to the Board in the form of minutes, proposals, opinions,
● analysis of the Group’s annual risk review; information memorandums or recommendations. The committees carry
● the renewal of the annual authorizations granted to the Chief Executive out their duties under the responsibility of the Board of Directors. A
Officer to issue bonds and to issue sureties, endorsements and committee may not on its own initiative deal with matters outside the
guarantees; framework of its own responsibilities. Committees do not have
decision-making power.
● analysis of financial studies and analysts’ notes;
The Board of Directors, on the proposal of its Chairman, and following the
● the statement of asset impairments made in 2021; recommendation of the Appointments Committee, appoints members of
● analyses of current agreements entered into during the year or in the committees as well as the committees’ Chairpersons, taking into
previous years but which remained in force during the fiscal year; account the skills and experience of the directors.
● analysis of related-party agreements entered into and authorized during To carry out their work, after having informed the Chairman of the Board
the fiscal year or during previous fiscal years but which continued to be of Directors and subject to reporting to the Board of Directors, the
executed during the last fiscal year, or whose execution has not yet committees may hear any responsible person within the Group and/or
taken place at the time of the review; request technical studies on subjects falling within their areas of
responsibility, at the expense of the Company. In the event of recourse by
● the reclassification or downgrading of any related-party agreement to a the committees to the services of external consultants, the committees
regulated agreement or a current agreement, as the case may be, in must ensure the objectivity of the consultant concerned.
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.

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AUDIT COMMITTEE
Chairman
Audit Committee Vincent Labruyère

3
MEETINGS OF THE
100% ATTENDANCE
2
WOMEN
1MAN
67%
INDEPENDENT
AUDIT COMMITTEE RATE

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.

Principal missions ● review of the audit plan and the outcome of the verification carried out,
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 ● implementation of the regular assessment procedure for current
information; agreements entered into under normal conditions;
● monitoring the legal audit of the annual financial statements and ● review of the methods used and the results of asset impairment tests
consolidated financial statements by the Statutory Auditors; carried out in 2021;
● reviewing the Statutory Auditors’ audit plans and engagement program ● review of the audits carried out by the Statutory Auditors with regard to
and the outcome of their verifications; social, environmental and societal information;
● monitoring the independence of the Statutory Auditors; ● monitoring of the internal audit activity, the committee having
● monitoring the efficacy of the internal control and risk systems; concluded that internal audit has carried out a detailed review of the
key processes with exacting criteria;
● monitoring the Group’s major exposures and sensitivity to risks;
● study of the risk mapping and associated action plans, in particular the
● warning the Chairman of the Board in the event of detection of a major risk related to industrial security and the launch of programs as well as
risk, which, according to him, has not been treated appropriately; environmental and IT risks, including cybersecurity and the review of
● reviewing the program and objectives of the Internal Audit Department, the security system deployed within the Group;
as well as the methods and procedures of the internal control systems ● reviewing of significant off-balance sheet commitments, risk factors
used; and risk mapping, the committee having concluded that risk
● reviewing the scope of consolidation and reasons why some companies management is controlled and assumed at the operational level and
would not be included; the level of central departments;
● reviewing matters likely to have a significant impact on the Group’s ● review of the deployment of the anti-corruption compliance program;
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
● approval of the 2020 statutory and consolidated financial statements; are likely to have a significant impact on the financial position of the
Plastic Omnium Group;
● review of interim statutory and consolidated financial statements at
June 30, 2021;
● 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
● review of Statutory Auditors’ reports; General Meeting of Shareholders of April 21, 2022.
● estimates and forecasts at 2021 year-end;

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COMPENSATION COMMITTEE
Chairwoman
Compensation Committee Anne-Marie Couderc

2
MEETINGS OF THE
100%ATTENDANCE
2
WOMEN
1MAN
100%INDEPENDENT
COMPENSATION COMMITTEE RATE

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
Principal missions ● analyzing and proposing performance share allocation plans for
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
● fixing the overall amount of the compensation of directors to be Shareholders of April 22, 2021 (ex-ante vote on the compensation
submitted to the General Meeting and the distribution method; policy for 2021 and ex-post vote on the components of compensation
● determining the incentive plan policy, mainly including plans for the paid to executive directors in respect of 2020) and presentation of
allocation of performance shares. compensation ratios;
● retirement of managers: review of the situation of each executive
Main activities in 2021 director and proposal for a new supplementary pension plan based on
Article L. 137-11-2 of the French Commercial Code and applicable to
● reviewing the fixed compensation and variable components of executive directors;
executive directors and recommendations to the Board;
● distributing the amount allocated to the directors as compensation for
● analyzing the performance of executive directors in 2020 and their activity on the Board of Directors and its committees, in
communicating to the Board the recommendation of an annual variable application of the rules set on its recommendation.
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;

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APPOINTMENTS COMMITTEE
Chairwoman
Appointments Committee Anne-Marie Couderc

2
APPOINTMENTS
100% ATTENDANCE
3
WOMEN
67%
INDEPENDENT
COMMITTEE MEETINGS RATE

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%.

Principal missions ● proposal to renew the terms of office of Laurent Burelle, Laurent Favre,
Éliane Lemarié, Anne-Marie Couderc, Lucie Maurel Aubert, Prof. Dr.
● consideration and recommendations to the Board regarding procedures Bernd Gottschalk, Paul Henry Lemarié, and Alexandre Mérieux; these
for the exercise of powers by Senior Executives; renewals having been approved by the General Meeting of
● opinion on the proposal of the Chief Executive Officer for the Shareholders of April 22, 2021;
appointment of Managing Directors; ● proposal to appoint Jean Burelle as censor in accordance with the
● recommendation for new directors to the Board; bylaws;
● examination of the qualification of independent directors, reviewed by ● proposal not to appoint a new director to replace Jérôme Gallot, who
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
● discussion on issues pertaining to the governance related to the Shareholders, in order to comply with the recommendations of the
working and organization of the Board; AFEP-MEDEF Code;
● preparation of succession plans for executive directors in the event of ● review of the status of each director with regard to conflict of interest
unforeseen vacancies. obligations;
● review of the independence of each director with respect to the criteria
Main activities in 2021 listed in the AFEP-MEDEF Code;
● examination of the succession plans for executive directors with a view ● review of the report of the Board of Directors on corporate governance;
to ensuring the continuity of Senior Executives’ work;
● determination of the methods for the Board of Director’s annual
● proposal to execute the responsibilities of the Chief Executive Officer assessment.
and the Chairman of the Board of Directors;

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3.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS


AND EXECUTIVE DIRECTORS

3.2.1 COMPENSATION IN 2021 3.2.1.1 COMPENSATION PAID OR AWARDED


OF DIRECTORS TO DIRECTORS AND THE CENSOR DURING
FISCAL YEAR 2021
A total amount of €779,315, within the limits of the budget of
The information in this paragraph relating to the compensation of the €790,000 approved by the General Meeting of Shareholders of April 22,
directors of Compagnie Plastic Omnium SE (directors and executive 2021, was distributed to directors and the censor in respect of fiscal year
directors), required by Articles L. 22-10-9 and L. 22-10-34 II and III of the 2021, for a total of six Board meetings and seven Committee meetings.
French Commercial Code, is submitted for approval to the General
Meeting of Shareholders of April 21, 2022. 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.

AMOUNT OF COMPENSATION PAID (in euros) 3


2021 Fiscal year 2020 Fiscal year
(Six Board meetings and (Six Board meetings and
Directors seven Committee meetings) seven Committee meetings)
Laurent Burelle 57,254 51,491
Laurent Favre 44,054 40,270
Félicie Burelle 44,054 40,270
Anne Asensio 50,054 46,271
Anne-Marie Couderc 51,911 55,471
Prof. Dr. Bernd Gottschalk 47,054 46,271
Vincent Labruyère 55,454 51,671
Paul Henry Lemarié 44,054 40,270
Éliane Lemarié, permanent representative of Burelle SA 50,054 46,271
Lucie Maurel Aubert 59,054 55,271
Alexandre Mérieux 47,054 33,559
Cécile Moutet 36,711 33,559
Amélie Oudéa-Castéra 53,054 46,271
Amandine Chaffois 44,054 40,270
Ireneusz Karolak 44,054 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* 44,054 -
TOTAL 779,315 747,996

* Censor since February 17, 2021

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3.2.1.2 COMPENSATION PAID OR AWARDED 3.2.1.2.2 Variable compensation


TO EXECUTIVE DIRECTORS IN RESPECT It should be noted that Laurent Burelle, Chairman of the Board of
OF FISCAL YEAR 2021 Directors, does not receive any variable compensation for his duties.

This report, prepared by the Board of Directors, upon the proposal of the Variable compensation of Laurent Favre in respect of 2021
Compensation Committee, in accordance with the provisions of Article
The base amount of the annual variable compensation of Laurent Favre
L. 22-10-8 of the French Commercial Code, presents the total
amounts to €1,000,000 if the targets are achieved at 100%. It can vary
compensation and all benefits in kind paid during 2021 to executive
between 80% and 120% of this amount, depending on the achievement of
directors. It describes and distinguishes between the fixed, variable and
the targets set by the Board of Directors. The variable compensation can
exceptional elements that make up that compensation and those benefits
thus vary between €800,000 if the criteria are 80% achieved and
as well as the criteria used to calculate them or the circumstances giving
€1,200,000 euros if the criteria are 120% achieved.
rise to them.
The Board assesses the performance in relation to three financial criteria
In accordance with the provisions of the AFEP-MEDEF Code,
(free cash-flow, net profit (loss) attributable to owners of the parent
compensation paid to executive directors is defined by the Board of
company and operating margin), each weighted at 20% of the total. A
Directors based on the proposal of the Compensation Committee. It is
further 20% relates to performance in executing the strategy, including
presented at the Annual General Meeting of Shareholders and subject to
the implementation of the project to reduce structural costs, the rollout of
a binding vote in accordance with Articles 22-10-8 and L. 22-10-34 of the
the hydrogen strategy, development of the business, and the innovation
French Commercial Code. The compensation policy is reviewed every year
strategy. Lastly, the “ESG” criteria is also weighted at 20%, and includes
by the Compensation Committee. In its recommendations to the Board of
the definition of a carbon neutrality strategy for the Group, the compliance
Directors, it proposes a compensation policy in line with the corporate
policy, safety and diversity within the Plastic Omnium Group.
interest and the practices of comparable international groups for similar
positions based on a benchmark including CAC 40 and SBF The quantifiable part of the criteria therefore represents 60% and the
120 companies. 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
In accordance with the recommendations of Article 25.2 of the
corresponding share of compensation is not awarded. If achievement of a
AFEP-MEDEF Code, the Chairman of the Board of Directors, who is a
criterion is assessed at above 120%, the criterion weighting remains
non-executive director, does not receive any variable compensation linked
120%. Outperformance on one criterion is not transferable to another
to the Company’s performance.
criterion. Thus, in total, the variable compensation cannot exceed 120% of
The compensation of other executive directors includes: the amount set at €1,000,000 for the Chief Executive Officer in 2021.
● 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 ● noted that the achievement rate of the quantifiable criteria was 100%,
director to the development of the Group and the improvement of its broken down as follows: operating margin: 100%, free cash-flow: 100%;
results; 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 Consequently, the overall rate of achievement of the criteria used to
performance and executive compensation, thus contributing to the determine Laurent Favre’s variable compensation is 120%.
Company’s strategy and sustainability.
The amount of the variable portion for fiscal year 2021 is therefore
The compensation policies applicable to the Chairman of the Board of €1,200,000. It will only be paid to Laurent Favre if the shareholders vote
Directors, the Chief Executive Officer and the Managing Director, from in favor at the General Meeting of Shareholders of April 21, 2022.
2022, are discussed in section 3.2.2.
Variable compensation of Félicie Burelle in respect of 2021
3.2.1.2.1 Fixed compensation 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
In respect of fiscal year 2021 80% and 120% of this amount, depending on the achievement of the
Laurent Burelle, Chairman of the Board of Directors, received an annual targets set by the Board of Directors. The variable compensation can thus
fixed compensation of €950,000. vary between €400,000 if the criteria are 80% achieved and €600,000
euros if the criteria are 120% achieved.
The annual fixed compensation of Laurent Favre, Chief Executive Officer,
amounted to €900,760 for fiscal year 2021. In addition to this annual The Board assesses the performance in relation to three financial criteria
fixed compensation, an annual benefit in kind is valued at €12,726. (free cash-flow, net profit (loss) attributable to owners of the parent
company and operating margin), each weighted at 20% of the total. A
The annual fixed compensation of Félicie Burelle, Managing Director, further 20% relates to performance in executing the strategy, including
amounted to €500,760 for the period in question, plus an annual benefit the implementation of the project to reduce structural costs, the rollout of
in kind valued at an amount of €11,814. 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.

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The quantifiable part of the criteria represents 60% and the qualitative 3.2.1.2.4 Pension plan
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 Burelle SA and Plastic Omnium Gestion, a subsidiary of Compagnie Plastic
of compensation is not awarded. If achievement of a criterion is assessed Omnium SE, have set up supplementary pension plans for some of their
at above 120%, the criterion weighting remains 120%. Outperformance on employees and executive directors.
one criterion is not transferable to another criterion. Thus, in total, the
variable compensation cannot exceed 120% of the amount set at Plans implemented in December 2003
€500,000 for the Managing Director in 2021. These are defined-benefit plans (Article 39 of the French General Tax
At its meeting of February 17, 2022, the Board of Directors, on the Code), the rights of which are subject to the completion of the career of
recommendation of the Compensation Committee: 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
● noted that the achievement rate of the quantifiable criteria was 100%, under the option Tax at 24% on contributions to the insurance contract.
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
● decided that the achievement rate for each of the qualitative criteria from January 1, 2020. They were amended in November 2021 with the
significantly exceeded the Board's expectations. introduction of the new plans under Article L. 137-11-2 of the French
Consequently, the overall rate of achievement of the criteria used to Social Security Code described below.
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 Following the closure and freezing of the defined-benefit plans described 3
vote of the shareholders at the General Meeting of Shareholders of above (Article L. 137-11), defined-benefit pension plans were put in place
April 21, 2022. by Burelle SA and Plastic Omnium Gestion at the end of 2021 with a
retroactive effective date of January 1, 2020.

3.2.1.2.3 Incentive compensation These pension plans, which fall under the certain rights regimes, in which
pension rights are not conditional upon the completion of the employee's
The Compensation Committee, in accordance with the recommendations career with the Group, are covered by Article L. 137-11-2 of the French
of the AFEP-MEDEF Code, which aim to ensure the long-term action of Social Security Code.
senior managers, has recommended to the Board of Directors that
The beneficiaries of these plans are employees of Burelle SA and Plastic
incentive compensation awarded to the executive directors should be
Omnium Gestion whose employment corresponds to coefficient 940 of
subject to strict performance conditions comparable to those of other
the National Collective Agreement for the Plastics Industry, subject to
beneficiaries.
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
Performance shares with respect to 2021 referred to in Article L. 161-17-2 of the French Social Security Code (i.e.,
Laurent Burelle was not granted any performance shares in respect of as at this date, 62 years old). directors may benefit from this
2021 in accordance with the compensation policy which stipulates that supplementary pension plan provided they comply with the provisions of
the compensation of the Chairman of the Board of Directors does not Articles L. 22-10-8 and R. 22-10-14, II of the French Commercial Code.
include any variable compensation or any long-term incentive scheme.
For directors and employees whose compensation, within the meaning of
On the recommendation of the Compensation Committee, the Board of Article L. 242-1 of the French Social Security Code, is greater than eight
Directors decided to award 29,537 performance shares to Laurent Favre times the amount of the social security ceiling, the acquisition of annual
with respect to fiscal year 2021. 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 16,410 performance shares to Félicie Burelle The plans are fully funded by Burelle SA and Plastic Omnium Gestion,
with respect to fiscal year 2021. which took out an insurance policy on December 1, 2021, meeting the
requirements of securing, on the one hand, rights currently vesting, and
The performance share for 2021 is valued at €28 at its grant date.
on the other hand, annuities paid out, under European Union law.
The detailed characteristics and performance conditions of this
The main features of these two plans are presented in the table below.
performance share plan are set out in section 3.2.3.

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Recommendations of the
  2003 Plan 2021 Plan AFEP-MEDEF Code
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 46 years N/A
Laurent Favre 2 years
Félicie Burelle 13 years 2 years
Average of total annual compensation for
Reference compensation the 5 years prior to retirement Annual compensation  Several years
Annuity guarantee (as a % of reference
compensation) 1%* 1%* 5% maximum
10% of the reference compensation, or
Ceilings*** 8 times the Social Security ceiling 13% of the reference compensation 45% of compensation
Rights financing conditions Outsourced Outsourced

Estimated amount of the annuity which


would be paid to the executive directors*:
Laurent Burelle 329,088 Not eligible
Laurent Favre Not eligible 34,200
Félicie Burelle 36,744 19,000
Reversion annuity Spouse, yes 60% Spouse, yes 60%
Related tax and social charges Taxes on contributions 24% 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


  contract plans for loss or change of office non-competition
Laurent Burelle
Chairman of the Board of
Directors No See above No No
Laurent Favre
Chief Executive Officer Suspended See above No No
Félicie Burelle
Managing Director Suspended See above No No

It should be noted that there is no system of paying an arrival/departure bonus to executive directors in the Plastic Omnium Group.

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3.2.1.2.6 Summary of the compensation of each executive director

2021 2020
Amounts due in Amounts Amounts due in Amounts
In euros respect of 2021 paid in 2021 respect of 2020 paid in 2020
Laurent Burelle
Chairman of the Board of Directors
Fixed compensation 950,000 950,000 1,950,000 1,875,000
Annual variable compensation – - – 2,598,337
Exceptional compensation 0 0 0 0
Director’s compensation 57,254 57,254 51,491 51,491
Benefits in kind (accounting valuation) – – – –
TOTAL 1,007,254 1,007,254 2,001,491 4,524,828
Laurent Favre
Chief Executive Officer
Fixed compensation 900,760 900,760 900,000 865,385 3
Annual variable compensation 1,200,000 783,000(1) 783,000 0
Joining compensation (equalization payment)(2) - - 400,000 400,000
Director’s compensation 44,054 44,054 40,270 40,270
Variable salary compensation (fiscal year 2020)(3) – - – 100,000
Signing bonus and relocation assistance - - 22,512 22,512
Payment of rents during the transition period - - 34,276 34,276
Benefits in kind (accounting valuation) 12,726 12,726 13,057 13,057
TOTAL 2,157,540 1,740,540 2,193,115 1,475,500
Félicie Burelle
Managing Director
Fixed compensation 500,760 500,760 500,000 481,519
Annual variable compensation 600,000 250,000(1) 250,000 0
Director’s compensation 44,054 44,054 40,270 40,270
Variable salary compensation (fiscal year 2020)(3) – - – 150,000
Benefits in kind (accounting valuation) 11,814 11,814 11,814 11,814
TOTAL 1,156,628 806,628 802,084 683,603

(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.

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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) 1,007,254 2,001,491
Value of stock options awarded during the year 0 0
Value of performance shares awarded during the year 0 0
Valuation of other long-term compensation plans 0 0
TOTAL 1,007,254 2,001,491
Laurent Favre
Chief Executive Officer
Compensation due in respect of the year (see details in the table above) 2,157,540 2,193,115
Value of stock options awarded during the year 0 0
Value of performance shares awarded during the year 827,036 400,000
Valuation of other long-term compensation plans 0 0
TOTAL 2,984,576 2,593,115
Félicie Burelle
Managing Director
Compensation due in respect of the year (see details in the table above) 1,156,628 802,084
Value of stock options awarded during the year 0 0
Value of performance shares awarded during the year 459,480 250,000
Valuation of other long-term compensation plans 0 0
TOTAL 1,616,108 1,052,084

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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 variable or exceptional elements of compensation granted for
the General Meeting of Shareholders of April 21, 2022 will decide on the fiscal year 2021 may only be paid after the General Meeting of
fixed, variable and exceptional components of the total compensation and Shareholders approves the components of compensation of the executive
benefits of any kind paid or granted during the course of fiscal year director concerned.
2021 to Laurent Burelle, Chairman of the Board of Directors, Laurent
Favre, Chief Executive Officer and Félicie Burelle, Managing Director.

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 Amounts granted with respect


Components of compensation in fiscal year 2021 to fiscal year 2021 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 0 0 Laurent Burelle does not receive any annual variable
compensation. 3
Multi-year variable compensation 0 0 Laurent Burelle does not receive any multi-year
variable compensation.
Exceptional compensation 0 0 Laurent Burelle does not receive any exceptional
compensation.
Director’s compensation €57,254 €57,254 Laurent Burelle received compensation of
€57,254 as a director.
Grant of stock options, performance 0 0 Laurent Burelle does not receive any stock options,
shares or other long-term compensation performance shares or other long-term
compensation.
Joining or severance compensation 0 0 Laurent Burelle does not receive any joining or
severance compensation.
Supplementary pension plans 0 0 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

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COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO LAURENT FAVRE, CHIEF EXECUTIVE
OFFICER

Amounts granted Amounts granted with respect


Components of compensation in fiscal year 2021 to fiscal year 2021 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
(variable compensation Directors, on the recommendation of the Compensation
awarded in respect of fiscal Committee, determined and approved the amount of the
year 2020) 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, 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.

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Amounts granted Amounts granted with respect


Components of compensation in fiscal year 2021 to fiscal year 2021 Comments
Joining or severance None None Laurent Favre does not receive any joining or severance
compensation 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 Laurent Favre does not receive any exceptional compensation.
Grant of stock options, None Valuation: €827,036 The Board of Directors decided during fiscal year 2021 to
performance shares or other implement a Free share allocation plan under the authorization
long-term compensation 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 3
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.
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 0 €34,200 In addition to mandatory pension rights, Laurent Favre benefits
from the new Compagnie Plastic Omnium SE plan with certain
rights.
Benefits in kind 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.

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COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO FÉLICIE BURELLE,
MANAGING DIRECTOR

Amounts granted Amounts granted with respect


Components of compensation in fiscal year 2021 to fiscal year 2021 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
(variable compensation Directors, on the recommendation of the Compensation
awarded in respect of fiscal Committee, determined and approved the amount of the
year 2020) 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:
● 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.

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Amounts granted Amounts granted with respect


Components of compensation in fiscal year 2021 to fiscal year 2021 Comments
Joining or severance None None Félicie Burelle does not receive any joining or severance
compensation 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 Félicie Burelle does not receive any exceptional compensation.
Grant of stock options, None Valuation: €459,480 The Board of Directors decided during fiscal year 2021 to
performance shares or other implement a Free share allocation plan under the authorization
long-term compensation 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 3
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 in respect of 2021 (value calculated
on the award date).
Supplementary pension plans 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.
Benefits in kind 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.

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3.2.1.2.9 Compensation of executive directors in relation Methodology for calculating the ratio
to the average and median compensation The ratios were calculated using the following methodology:
of employees of the Plastic Omnium Group ● scope of legal entities in France, excluding companies in the
in France 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 ● fixed and variable compensation paid during the year in question;
between the compensation paid to executive directors and the average ● stock options and performance shares recognized at IFRS value at the
and median compensation paid to Plastic Omnium employees in France.
grant date (2017, 2019, 2020 and 2021 plans);
The ratios are usually compared to the Group’s performance. However, ● all full-time employees in France on fixed-term or permanent contracts,
the impact of the Covid-19 health crisis on the Group’s performance
excluding work-study students, interns, trainees, temporary staff,
makes the change in the fairness ratio difficult to compare.
expatriates and part-time employees due to their low
The payroll taken into account increased by 1.9% during the same period representativeness;
of comparison. 2021 was an exceptional year due to the health crisis. In ● takes into account the total gross amount of compensation paid during
particular, there was a significant decrease in employee savings items
the fiscal year reconstructed as a full-time equivalent over the
linked to performance in 2020. The average compensation of employees
reference year;
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, 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 2021


Laurent Burelle Individual compensation/
Chairman of the Board Average compensation of other employees 67.8 68.7 60.6 33.3 17 
of Directors
Individual compensation/
Median compensation of other employees 89.2 89.2 81 43.1 21.9 
Laurent Favre Individual compensation/
Chief Executive Officer Average compensation of other employees - - - 31.4 43.3 
Individual compensation/
Median compensation of other employees - - - 40.7 55.8 
Félicie Burelle Individual compensation/
Managing Director Average compensation of other employees - - - 16.1 21.4 
Individual compensation/
Median compensation of other employees - - - 20.8 27.5 

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 2018 2019 2020 2021


Net profit (loss) – Group share 425.2 533.3 258.2 -251.1 126.3
Change +36% +25% -51% -197% +150

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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.

3.2.2.1 COMPENSATION POLICY On the recommendation of the Compensation Committee, the Board of
Directors approved the rules for distributing this annual budget according
FOR THE DIRECTORS to an individual compensation distribution system based on attendance by
AND CENSOR directors and the non-voting director, within at meetings of the Board of
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 The Board of Directors decided to increase the overall amount of
committees, to be distributed to each director. 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 Per Board meeting
Chairman of the Board €5,000
Director and censor €2,500

Per meeting of each


Specialized committees committee
Chairperson €4,000
Member €3,000

The balance is shared between the directors based on their attendance at meeting of the Board of Directors and each Committee.

3.2.2.2 COMPENSATION POLICY FOR EXECUTIVE To assess the competitiveness of this compensation, a consistent and
stable reference panel is defined by the Compensation Committee. It is
DIRECTORS made up of French and international companies with a significant global
Fundamental principles for determining the compensation position. These companies are located in similar markets by being, within
in the automotive sector, direct competitors of the Plastic Omnium Group,
of executive directors or operate in the broader automotive industry, for all or part of their
Competitive compensation compared to a consistent and stable 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
reference
into account changes in the structure or business of the companies
The compensation of executive directors must reflect the Company’s selected.
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 The Board of Directors has established the compensation policy
all of its components. applicable to executive directors in the interests of the Company, in order
The fixed portion is defined according to the role, experience and to ensure the Company’s long-term sustainability and development.
reference market of the executive director, having regard in particular to The compensation policy applied to executive directors is directly linked to
the compensation granted to executive directors of groups similar in size the Group’s strategy. It promotes harmonious, regular and sustainable
and development are comparable to that of the Plastic Omnium Group. It growth, both in the short and long term. The aim of the Board of Directors
is set by the Board of Directors, on the proposal of the Appointments is to encourage Senior Executives to maximize the performance of each
Committee. fiscal year and also ensure its repetition and regularity.
The annual variable compensation is intended to reflect the corporate The Board of Directors chooses to directly correlate the performance of
executive officer’s personal contribution to the development of the Group the executive director with that of the Company. These performance
and the improvement of its results. It is balanced with respect to the fixed criteria make it possible to assess the Plastic Omnium Group’s
portion decided by the Board of Directors and is between 80% and 120% performance through internal performance indicators and external growth
of the fixed portion depending on whether or not previously set targets indicators. The objectives selected generate long-term value. The choice
have been achieved or exceeded. of various operational financial criteria aims to encourage balanced and
sustainable growth.

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These objectives must also encourage the executive director to adapt the to be granted, in accordance with the compensation policy previously
Group’s strategy to the transformations of the automotive industry, in voted by the General Meeting of Shareholders.
particular the digital transformation and the shift towards less
carbon-intensive mobility. Analysis of the recommendations of the regulatory authorities
The compensation of executive directors must include a predominant The Compensation Committee carefully analyzes the texts and reports on
quantitative subject to performance conditions with assessment periods the compensation of executive directors, in particular the report on
adapted to the horizon of each of these objectives. corporate governance and the compensation of the executives of listed
companies of the French Financial Markets Authority, as well as the report
Compensation incorporating workforce-related, social of the High Authority on Corporate Governance. It also uses comparatives
and environmental commitments based on peer groups.
Compensation should promote a steady mode of development in line with It is attentive to the observations of investors and strives to take them into
the Group’s commitments. account, while maintaining the consistency of the compensation policy
decided by the Board of Directors and subject to the constraints related to
The annual variable portion includes non-financial criteria, in particular the confidentiality of information.
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
These criteria are assessed each year from a long-term perspective. in the event of exceptional circumstances
As such, the allocation of a portion of the variable compensation of Article L. 22-10-8 of the French Commercial Code and the order of
executive directors for fiscal year 2022 is subject to the achievement of November 27, 2019, issued in application of the Pacte law, give
social responsibility objectives such as the reduction in the number of companies the chance to include in their compensation policy any
workplace accidents with lost time, or the implementation of the carbon exemptions in the event of exceptional circumstances. Failing this, the
neutrality plan approved by the Board of Directors and published on Board of Directors would be unable to grant an element of compensation
December 8, 2021. 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
Process for decision-making, reviewing and implementing this exemption can only be temporary while awaiting the approval of the
the compensation of executive directors modified compensation policy by the next General Meeting of
Shareholders; it would be duly justified and in accordance with the
Compensation is defined annually in such a way as to ensure the proper Company’s interests.
application of the policy and rules set by the Board of Directors. The latter
is based on the work and recommendations of the Compensation If necessary, the modification of the compensation policy in the light of
Committee, composed of three independent directors. The committee has exceptional circumstances would be decided by the Board of Directors on
the information it needs to prepare its recommendations and, in the recommendation of the Compensation Committee. Thus, for example,
particular, to assess the performance of the executive directors with the recruitment of a new executive director under unforeseen conditions
regard to the short, medium and long-term objectives. 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 annual, economic and financial results of the Group are presented the acquisition of all or part of the existing compensation components in
each year to the Compensation Committee in the month of February and the event of exceptional circumstances resulting in particular from a
serve as a basis to assess the financial performance criteria for the significant change in the scope of the Group following a merger
variable compensation of executive directors. This information enables it transaction, a sale, acquisition, or creation of a significant new business,
to assess the performance of the Group and of its executive directors, a change in accounting method or a major event affecting the markets or
both economically and in non-financial matters. 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 Fixed and variable compensation policy and the grant
able to verify the consistency between the compensation of the executive of performance shares
directors and the compensation and employment conditions of the
Group’s employees. Compensation policy for the Chairman of the Board of Directors
The Committee and the Board may also deepen their assessment of the for 2022
Company’s performance by any means that they choose, for example by The compensation of the Chairman of the Board of Directors consists of a
calling upon the Group’s main corporate executive officers to provide fixed annual compensation. It does not include any annual or multi-year
information, in conjunction with Senior Executives. variable compensation or any long-term incentive plan.
Recommendations are made to the Board of Directors on the basis of this The annual fixed compensation amounts to €950,000.
work, and which then collectively takes decisions relating to the
The Chairman of the Board of Directors also receives compensation for his
determination of the compensation of executive directors.
office as director.
When a new member of the Board of Directors is appointed or co-opted
He benefits from insurance cover and healthcare costs.
during the fiscal year, the Board discusses the elements of compensation

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Compensation policy for executive directors In the event of the departure of an executive director during the first
in respect of 2022 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
The compensation of the Chief Executive Officer and the Managing
of the annual variable portion granted to the executive director concerned
Director includes a fixed portion, a variable portion and an incentive
in respect of the previous fiscal year.
portion.
The incentive portion takes the form of performance shares subject to
In accordance with the principles set out above, the fixed compensation
exclusively quantifiable performance conditions. It aims to encourage the
of the Chief Executive Officer in respect of 2022 amounted to €1,000,000
executive director to take action in the long term and to build loyalty and
for the full year, compared with €900,000 for fiscal year 2021. That of the
promote the alignment of their interests with the corporate interest and the
Managing Director for 2022 amounted to €650,000 euros for the full
interests of shareholders. To this end, the vesting of shares is subject to
year, compared to €500,000 for fiscal year 2021.
performance conditions that are recognized at the end of a vesting period
The annual variable compensation is determined as a percentage of the of four years from the grant date. The value of these shares, estimated at
fixed compensation.It depends, for 55% of its amount, on quantifiable the grant date in accordance with IFRS, used to prepare the consolidated
criteria aimed at compensating economic performance, and for 45% of its financial statements, represents approximately 30% of the executive
amount, on qualitative and non-financial criteria. director’s overall compensation, and may not exceed 100% of the fixed
compensation.
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
environmental responsibility together account for 15% of variable
period set by the Board of Directors.
compensation:
The other components of the compensation of executive directors are
3
● steering the Company’s transformation strategy towards carbon
as follows:
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
● paying particular attention to the health and safety of the Group's
have market-compliant social provision.
employees, reducing the workplace accident frequency rate, ensuring
the application of the Human Resources policy on professional The Chief Executive Officer and the Managing Director, who are also
gender equality, and developing the compliance policy; directors, receive compensation for their participation on the Board of
Directors.
● developing the Group’s Digital and Innovation strategy: anticipating
market changes rolling out the Group's hydrogen strategy and ensuring It should be noted that the employment contracts of Laurent Favre
operational excellence in line with the corresponding Group strategic and Félicie Burelle with the company Plastic Omnium Gestion have been
pillar (15%); suspended since January 1, 2020.
● identifying development opportunities and making strategic decisions In addition, the Board of Directors has the option of negotiating a
likely to affect the development of the Group’s activities (15%); non-compete agreement with an executive director upon their departure,
applicable in the event of termination of their duties within the Group
For the quantifiable part, the parameters used are:
when this would be in the Group’s interests, and under financial
● the level of free cash-flow (20%); conditions that comply with the principles set out by the AFEP-MEDEF
Code to which Compagnie Plastic Omnium SE refers. No payment may be
● the level of net profit – Group share (15%), and
made unless this non-compete agreement has been approved by the
● operating margin (20%). General Meeting of Shareholders of Compagnie Plastic Omnium SE.
The quantifiable objectives for determining the variable portion of the Lastly, executive directors each have a company car.
compensation due in respect of the 2022 fiscal year were defined in
The payment of variable and exceptional compensation in respect of fisczl
relation to the Group’s target forecasts presented to the Board of
year 2022 will be subject to the approval of the Ordinary General Meeting
Directors on December 10, 2021.
to be held in 2023.

PRESENTATION OF THE WEIGHTING OF THE ANNUAL VARIABLE


COMPENSATION FOR 2022

20% 15%
Operating margin ESG

15%
15% Strategy execution
Net profit (loss) -
Group share
15%
20% Management /
strategic decision-making
Free-Cash flow

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The components of the total compensation attributable to each of the executive directors are presented below:

Fixed compensation components Variable compensation component

Benefits Exceptional Retirement


Annual fixed Annual variable Long-term
in kind compensation system

Determined Determined
according to according to Determined
economic, social, economic, social, Determined
according to the
societal and societal and in the event of
Group’s results and
environmental environmental exceptional events
performance
Determined conditions conditions
Determined
according
according
to experience
to the level of Performance
and level of
responsibility conditions over
responsibility
Conditions defined four years Exceptional Presence
each year Presence conditions conditions
conditions over
four years

Plastic Omnium’s Contributions


Cash Vehicle Cash Cash
shares and cash

3.2.3 PERFORMANCE SHARE definitively vested at the end of the vesting period, after reviewing the
performance conditions.
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
Decisions relating to the allocation of free shares are linked to Performance conditions
performance and are intended to encourage the achievement of the The performance criteria relate to all the shares allocated to the executive
Group’s long-term objectives and the resulting value creation for director.
shareholders. For this purpose, the vesting of the shares is subject to
performance conditions that are recognized at the end of a vesting period These criteria, assessed over a period of three or four fiscal years
of four years from the grant date. preceding the grant date, are defined for each plan decided and must be
complementary and in line with the objectives and specificities of the
The value of these shares, estimated at the grant date, may not exceed Group while promoting balanced and steady long-term growth.
100% of the annual compensation of the executive director.
If an event justifies it, the Board of Directors reserves the right to award Performance shares in the event of departure
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 The right to performance shares is lost in the event of departure for
annual ceiling authorized by the General Meeting of Shareholders. 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
The executive director is required to keep, in registered form and until the
performance shares granted since their appointment as an executive
end of his or her duties, 10% of the performance shares granted and
director will be treated.

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3.2.3.2 AUTHORIZATION OF THE COMBINED 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
GENERAL MEETING OF APRIL 26, 2018 conditions, in particular the performance conditions.
The Combined General Meeting of Shareholders of April 26, The Board of Directors may provide for vesting periods and, where
2018 authorized the Board of Directors to award existing free shares of applicable, a holding period of more than one year.
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. Performance shares granted under the authorization
The General Meeting set the period of validity of the authorization at
of April 26, 2018 (plan of April 23, 2021)
thirty-eight months, which may be used on one or more occasions. The Board of Directors, during its meeting of the February 17, 2021,
The number of shares thus awarded may not represent more than 1% of decided, as part of the authorization of the General Meeting of
the share capital as of the date of the General Meeting of Shareholders of Shareholders of April 26, 2018, to implement a performance share
April 26, 2018. allocation plan, known as performance shares, in favor of executive
directors of Compagnie Plastic Omnium SE.
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 At the date of the 2025 General Meeting of Shareholders
for retirement, death, disability or exceptional decision)
Final vesting date 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
Holding period
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 After the 2025 General
Laurent Favre
29,537 827,036 2025 General Meeting of Meeting of Shareholders
Chief Executive Officer
Shareholders for 90% of the shares
From the date of the After the 2025 General
Félicie Burelle
16,410 459,480 2025 General Meeting of Meeting of Shareholders
Managing Director
Shareholders for 90% of the shares

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3.2.3.3 AUTHORIZATION OF THE COMBINED GENERAL MEETING OF APRIL 22, 2021


The Combined General Meeting of Shareholders of April 22, The number of shares thus allocated may not represent more than 0.2%
2021 authorized the Board of Directors to award existing free shares of of the share capital recorded on the date of the allocation, with an annual
the Company to employees and directors of the Company and its French sub-ceiling of 0.1% of this same capital.
and foreign subsidiaries that are related to it under the conditions set
The Board of Directors shall identity the beneficiaries of the awards and
forth in Article L. 22-10-59 of the French Commercial Code.
the number of free shares granted to each, as well as the vesting
The General Meeting set the period of validity of the authorization at conditions, in particular the performance conditions.
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 04/30/2020 0
Chief Executive Officer 04/23/2021 0
05/02/2019 0
Félicie Burelle
04/30/2020 0
Managing Director
04/23/2021 0

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3.2.3.5 HISTORY OF COMPAGNIE PLASTIC OMNIUM SE PERFORMANCE SHARE PLANS IN FORCE

For the year 2019 2020 2021


  Plan of May 2, 2019 Plan of April 30, 2020 Plan of April 23, 2021
Date of the GM authorization 04/26/2018 04/26/2018 04/26/2018
Board decision date 02/13/2019 12/11/2020 02/17/2021
Share value in euros(1) 23 15 28
After the 2025 General Meeting of
Start of vesting period 05/02/2023 04/30/2024
Shareholders
April 30, 2024 concerning the directors for No later than June 30, 2025 concerning the
Start of holding period None
10% of the shares directors for a total of 10% of the shares
None except on the date of dismissal of On the date of dismissal of the
End of holding period None
the director director
● 25% depending on the rate of return on
Capital Employed in 2021, 2022, 2023
50% depending on the level of the Group’s
operating margin for fiscal years 2019,
50% based on the level of cumulative
free cash flow for fiscal years 2020,
● 25% depending on the level of cumulative
free cash-flow in 2021, 2022, 2023 3
2020, 2021, 2022 and 50% depending on 2021 and 2022 and 50% based on growth ● 25% based on the average annual growth
Related conditions
the level of the Group’s free cash-flow. The in net earnings per share. rate of the Group’s consolidated revenue
two criteria are assessed at scope and The two criteria are assessed at scope and for 2021, 2022, 2023
market conditions unchanged. market conditions unchanged. ● 25% depending on the percentage of women
and deployment of actions to reduce the
carbon footprint in 2021, 2022, 2023
Number of performance
400,000 228,373 45,947
shares awarded
Shares vested from
0 0 0
01/01/2021 to 12/31/2021
Rights canceled from
104,160 21,000 0
01/01/2021 to 12/31/2021
Rights granted from
1,000
01/01/2021 to 12/31/2021 0 0
Balance of rights
294,840 207,373 45,947
at 12/31/2021

(1) Weighted average value (according to the method used for the consolidated financial statements).

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3.2.3.6 HISTORY OF PERFORMANCE SHARES GRANTED TO EXECUTIVE DIRECTORS


AT DECEMBER 31, 2021

Plan 05/02/2019 04/30/2020 04/23/2021


Total number of beneficiaries 255 55 2
Number of performance shares awarded 400,000 228,373 45,947
of which the number allocated
to executive directors:
Laurent Burelle 0 0 0
Laurent Favre 0 27,922 29,537
Félicie Burelle 14,000(1) 17,451 16,410
Grant date 05/02/2019 04/30/2020 04/23/2021
As of the date of the 2025 General
Start of vesting period 05/02/2023(2) 04/30/2024(2)
Meeting of Shareholders
Term 4 years 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 term of office of the executive
directors 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 applied in the
shares consolidated
Performance shares granted to the top ten employees awarded/shares financial
who are not directors and shares vested by them vested statements(1) Plan date
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 04/23/2021
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) 0 0 04/23/2021

(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.

3.2.4 STOCK OPTIONS 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
3.2.4.1 COMPAGNIE PLASTIC OMNIUM SE POLICY and the Group’s current and future projects, wherever they may be based.

Compagnie Plastic Omnium may set up long-term incentive plans for the These stock options are granted after publication of the financial
benefit of its employees and executive directors in an international statements for the previous year, in accordance with the AFEP-MEDEF
context. 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
These awards have a dual purpose: place.
● to motivate key staff members and give them a stake in the Group’s Employees and directors who receive stock options thus have a stake
future results; 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.

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At December 31, 2021, 127 employees, of which 49.6% in foreign by the Stock Exchange Ethics Charter accompanying the rules governing
subsidiaries, benefit from at least one stock option plan. 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 consolidated
awarded during financial
Name and position of the director Plan date the year statements Exercise price Exercise period
Laurent Burelle
Chairman of the Board of Directors None 0 0 0 0
3
Laurent Favre
Chief Executive Officer None 0 0 0 0
Félicie Burelle
Managing Director None 0 0 0 0

STOCK OPTIONS EXERCISED DURING THE YEAR BY EACH EXECUTIVE DIRECTOR

Number of options
exercised during
Name and position of the director Plan date the fiscal year Exercise price
Laurent Burelle
Chairman of the Board of Directors None 0
Laurent Favre
Chief Executive Officer None 0
Félicie Burelle
Managing Director None 0

3.2.4.3 HISTORY OF STOCK OPTIONS GRANTED TO EXECUTIVE DIRECTORS THAT MAY STILL BE EXERCISED
AT DECEMBER 31, 2021

Number of Number of Date of 1st


Name of executive directors options options not possible Subscription
Date of plans awarded exercised exercise Date of expiry price
Laurent Burelle
Chairman of the Board of Directors
08/06/2015 Plan 150,000 150,000 08/07/2019 08/06/2022 €24.72
Laurent Favre
Chief Executive Officer 0 0 0 0 0
Félicie Burelle
Managing Director 0 0 0 0 0
Plan dated 08/06/2015 30,000* 30,000 08/07/2019 08/06/2022 24.72
Plan dated 03/11/2017 20,000* 20,000 03/11/2021 03/11/2024 32.84

* Stock options granted under the employment contract

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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 04/25/2013 04/28/2016


Date of Board meeting 07/21/2015 02/22/2017
Total number of beneficiaries 172 195
Total number of shares offered for purchase 1,253,000 578,500
Of which can be subscribed for or bought by directors:
Laurent Burelle 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 0 0
Vincent Labruyère 0 0
Éliane Lemarié 0 0
Paul Henry Lemarié 0 0
Lucie Maurel Aubert 0 0
Alexandre Mérieux 0 0
Cécile Moutet 0 0
Amélie Oudéa-Castéra 0 0
Amandine Chaffois 3,000* 1,500*
Ireneusz Karolak 0 0
Start date for exercise of the options 08/07/2019 03/11/2021
Date of expiry 08/06/2022 03/11/2024
Purchase price (in euros) 24.72 32.84
Number of options exercised at 12/31/2021 364,160 0
Total number of stock options that have been canceled or lapsed 297,000 276,000
Options outstanding at the year end 591,840 302,500

* Stock options granted under the employment contract

The number of outstanding options awarded by the Board of Directors shares resulting from the exercise of the option. The “balance shares
under the authorizations voted by General Meetings of Shareholders and resulting from the exercise of option” refers to the total number of shares
not yet exercised at December 31, 2021 was 894,340 stock options at an resulting from the decreased exercise of stock options, which must be
average purchase price of €27.47, i.e. 0.6% of the 147,122,153 shares transferred in order to finance the exercise of options in question and,
comprising the share capital at that date. where applicable, the payment of any immediate or deferred tax, social
contributions and charges relating to the exercise of these options as
In accordance with the recommendations of the AFEP-MEDEF Code, the
applicable on the date of exercise of the options. If the number of shares
exercise of stock options granted in 2015 and 2017 is subject to two
fixed as a result, which must be retained until the loss of office, is a
performance conditions related to the outperformance over the vesting
fraction, it is rounded off to the nearest lower whole number. You are
period of the options in respect of:
reminded that, since January 1, 2020, Laurent Burelle is no longer an
● the share price relative to the Stoxx600 Automobiles index; executive director of Compagnie Plastic Omnium SE.
● 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

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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
Stock options granted to the top ten employees who are not directors and options options granted/ Weighted average
exercised by the latter shares purchased 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
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) 0  0  0

(1) Exercise price after legal adjustments.


(2) Does not include options exercised by employees who have left the Group.

3.2.5 SUMMARY OF TRANSACTIONS REPORTED BY EXECUTIVE DIRECTORS AND 3


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  0  0 0 0  0  0
Related persons 0 0 0 0 0 0
Laurent Favre  0  0  0  0  0  0
Related persons 0 0 0 0 0 0
Félicie Burelle  0  0  0  0  0  0
Related persons 0 0 0 0 0 0
Burelle SA represented by Éliane Lemarié  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Anne Asensio  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Anne-Marie Couderc  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Prof. Dr. Bernd Gottschalk  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Vincent Labruyère  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Paul Henry Lemarié  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Lucie Maurel Aubert  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Alexandre Mérieux  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Cécile Moutet  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Amélie Oudéa-Castéra  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Amandine Chaffois  0  0  0  0  0 0
Related persons 0 0 0 0 0 0
Ireneusz Karolak  0  0  0  0  0 0
Related persons 0 0 0 0 0 0

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 115


3 CORPORATE GOVERNANCE
Additional information on corporate governance

3.3 ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE

3.3.1 INFORMATION RELATING Pursuant to Article L. 22-10-10, 2 of the French Commercial Code,
concerning fiscal year 2021, the work of the Audit Committee confirmed
TO CURRENT AGREEMENTS that all agreements entered into or renewed by the signatories during this
fiscal year related to current transactions and were concluded under
ENTERED INTO UNDER ARM’S arm’s length conditions, or were duly authorized by the Board of Directors
LENGTH CONDITIONS of the Company prior to their conclusion or renewal.

3.3.1.2 AGREEMENTS REFERRED TO IN ARTICLE


3.3.1.1 PROCEDURE IMPLEMENTED UNDER L. 22-10-10, 2 OF THE FRENCH
ARTICLE L. 22-10-12 OF THE FRENCH COMMERCIAL CODE
COMMERCIAL CODE
Pursuant to Article L. 22-10-10-2 of the French Commercial Code, no new
In accordance with the legal provisions and on the recommendation of the agreements were entered into during the year ended December 31, 2021,
Audit Committee, on December 10, 2021 the Board of Directors adopted either directly or indirectly, between any directors or shareholders holding
a charter relating to the identification and evaluation of related-party more than 10% of the Company’s voting rights, and any subsidiaries of
agreements and free agreements whose purpose is to specify the Compagnie Plastic Omnium SE that are controlled within the meaning of
methodology and criteria to be applied for the classification of Article L. 233-3 of the French Commercial Code.
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 3.3.1.3 AGREEMENTS REFERRED TO IN ARTICLE
the Board of Directors, in particular to take into account any legislative L. 225-40-1 OF THE FRENCH
and regulatory changes.
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
APPROVED BY THE GENERAL MEETING OF
(agreement entered into directly or through an intermediary between the SHAREHOLDERS AND WHOSE EXECUTION
Company and its Chief Executive Officer, one of its Managing Directors, CONTINUED DURING FISCAL YEAR 2021
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 The agreements listed below, previously authorized by the Board of
Company controlling it within the meaning of Article L. 233-3 of the French Directors and approved by the General Meeting of Shareholders during
Commercial Code), relating to current agreements and entered into under previous fiscal years in accordance with Article L. 225-40-1 of the French
arm’s length conditions, are not subject to prior authorization by the Board Commercial Code, and of which the implementation continued during the
of Directors. 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 ● Royalty agreement for licensing and technical assistance
related-party agreement or a current agreement, are responsible for
Agreement signed in 2021 between Compagnie Plastic Omnium SE and
analyzing the characteristics of said agreement and thus submitting it
BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS
either to the authorization and control procedure provided for
Compagnie Plastic Omnium SE holds 50% of the voting rights in
related-party agreements, or classifying it as a an agreement relating to
BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS
ordinary transactions concluded under arm’s length conditions. This
procedure also provides for an annual review by the Audit Committee of This agreement was authorized by the Board of Directors on February 26,
agreements classified as current transactions entered into under arm’s 2013 and ratified by the General Meeting of Shareholders of April 25,
length conditions based on the accounting entries recorded during the 2013.
previous fiscal year. This review is carried out in the light of the criteria Its purpose is to use the designs, models, industrial processes, know-how,
specified in the charter enabling a current agreement to be classified as and related technical assistance services of Compagnie Plastic Omnium
under arm’s length conditions. SE.
Each year, the Audit Committee also examines the relevance of the The agreement was for a period of five years, renewable by tacit
criteria used to classify a current agreement entered into under arm’s agreement.
length conditions, specified in the charter.
● Supplementary pension plan agreement of the Group's Senior
The Audit Committee reports on its work to the Board of Directors, which Executives
ensures, on the basis of these reports, that the aforementioned
agreements relating to day-to-day transactions and entered into under Agreement signed in 2003 between Compagnie Plastic Omnium SE and
arm’s length conditions meet these conditions. In this context, the Board Burelle SA.
of Directors may either confirm the classification as a current agreement Burelle SA directly holds 59.35% of the share capital of Compagnie Plastic
entered into under arm’s length conditions, or consider that the Omnium SE.
agreement in question must be subject to the related-party agreement
procedure and therefore be subject to its ratification. In compliance with This agreement was authorized by the Board of Directors on December
the regulations, the persons directly or indirectly interested in one of the 11, 2003 and ratified by the General Meeting of Shareholders of April 22,
aforementioned agreements do not take part in the discussions or in the 2004.
decision-making relating to their assessment.

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CORPORATE GOVERNANCE
Additional information on corporate governance

Interested parties: Félicie Burelle, Éliane Lemarié, Jean Burelle, Laurent The notice of meeting for the General Meeting of Shareholders is
Burelle and Paul Henry Lemarié 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
Agreement concluded in 2007 between Compagnie Plastic Omnium SE
absence, by a director who is specially authorized for such purpose by the
and Yanfeng Plastic Omnium Automotive Exterior Systems CO LTD.
Board of Directors. Failing which, the meeting elects its own Chair.
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
This agreement was authorized by the Board of Directors on February 26,
greatest number of votes. The officers of the meeting shall appoint a
2013 and ratified by the General Meeting of Shareholders of April 25,
Secretary, who may be chosen from outside of the shareholders.
2013.
There shall be an attendance list kept under conditions set forth by law.
Its purpose is the use of trademarks owned by Compagnie Plastic Omnium
The minutes of the General Meetings of Shareholders shall be drawn up,
SE.
and copies thereof shall be delivered and certified under conditions set
The agreement has a duration of 30 years. forth by law.
Person concerned: Laurent Favre
3.3.4.2 PARTICIPATION IN MEETINGS
Every shareholder has the right to participate in the meetings, provided
3.3.2 RELATED-PARTY TRANSACTIONS that all payments due for such shares have been met in accordance with 3
the applicable legislations and regulations and within the framework
defined by these texts.
Details of transactions with related parties as covered by the standards The right to participate in the General Meetings, or arrange to be
adopted in accordance with European regulation 1606/2002 are represented, is subject to the accounting entry of the shares in the name
provided in Note 7.3 to the consolidated financial statements (section 5). 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.
3.3.3 SERVICE AGREEMENTS BETWEEN In accordance with Article 18 of the bylaws, any shareholder may
participate in the General Meeting, if the Board of Directors so decides
MEMBERS OF THE BOARD when the meeting is convened, by videoconference or other
OF DIRECTORS OR MANAGEMENT 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).
To the best of Compagnie Plastic Omnium SE’s knowledge, there is no
service agreement binding the members of the Board of Directors or The Board of Directors may, if it deems it useful, arrange for the delivery to
management to the Company or any of its subsidiaries providing for the the shareholders of admission cards with their names, and require the
granting of benefits under such a contract. presentation of the same in order to access the General Meeting.

General Meeting of Shareholders of April 21, 2022


3.3.4 STATUTORY PROVISIONS At its meeting of February 17, 2022, the Board of Directors decided to
convene the Combined General Meeting of Shareholders on April 21,
APPLICABLE TO THE PARTICIPATION 2022.
OF SHAREHOLDERS IN GENERAL In the current context of the health crisis, the terms of participation in the
MEETINGS OF SHAREHOLDERS 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
3.3.4.1 NOTICE OF MEETINGS Meeting and to address written questions to the Board either by post or by
electronic means, under the conditions provided for by the regulations.
The General Meetings of Shareholders are convened, meet and deliberate
under conditions set forth by law. The agenda of the meetings is The procedures for participating in the General Meeting of Shareholders of
determined by the author of the notice; however, one or more April 21, 2022 are detailed in the notice of meeting published in the BALO
shareholders may, under conditions set forth by law, require draft and on the Group’s website (www.plasticomnium.com).
resolutions to be written into the agenda. The preparatory documents for this General Meeting of Shareholders are
The meeting takes place at the registered office, or at any other place available on the Group’s website.
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


3 CORPORATE GOVERNANCE
Corporate Governance Code

3.3.5 INFORMATION ON ELEMENTS Ernst & Young et Autres


THAT MAY HAVE AN IMPACT Company represented by Ms. May Kassis-Morin

IN THE EVENT OF A PUBLIC 1-2, place des Saisons, 92400 Courbevoie-Paris La Défense 1


Ernst & Young et Autres, Statutory Auditors of the Company since April 29,
TAKEOVER OR EXCHANGE OFFER 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
None approve the financial statements for the fiscal year ending on
December 31, 2021.

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
3.3.6.1 STATUTORY AUDITORS April 29, 2010, was reappointed by the Combined General Meeting of
Mazars 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
Company represented by Ms. Juliette Decoux approve the financial statements for the fiscal year ending on
61, rue Henri Regnault, Tour Exaltis, 92400 Courbevoie December 31, 2021.

Mazars, Statutory Auditor of the Company since December 28, 1977, was


reappointed by the Combined General Meeting of Shareholders on Auditex (alternate to Ernst & Young and Others)
April 28, 2016 for a further period of six fiscal years, i.e. until the end of
Tour Ernst & Young, 11, allée de l’arche, 92400 Courbevoie
the Annual Ordinary General Meeting in 2022 called to approve the
financial statements for the fiscal year ending on December 31, 2021. 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 Meeting of Shareholders of April 21, 2022. The terms of the two directors representing the employees will expire in 2022
reappointment en masse and those of four directors will expire in 2023.
(Article 13.2) 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 Code states that it is recommended that when an employee becomes an executive director, the employment contract be
of a corporate office terminated with the Company. After appointing Laurent Favre, Chief Executive Officer, and Félicie Burelle, Managing Director, the
(Article 22) 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.

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CORPORATE GOVERNANCE
Information on share capital

3.5 INFORMATION ON SHARE CAPITAL

3.5.1 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
Shares in Compagnie Plastic Omnium SE are listed on Euronext Paris a spouse or a relative entitled to inherit the shares who received them as
(compartment A). Plastic Omnium shares are included in the SBF 120 and an inter vivos gift.
CAC Mid-60 indices.
If the share capital is increased by incorporating reserves, profits or share
At December 31, 2021, Compagnie Plastic Omnium SE’s share capital premiums, the double voting right is also attached to the registered free
amounted to €8,827,329.18 divided into 147,122,153 fully paid-up shares linked to the shares with double voting rights already held by the
shares with a par value of €0.06 each. shareholder.
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.
At December 31, 2021, excluding treasury shares, the Company had 3
Shareholders have the right to vote and speak at General Meetings. Each 145,060,740 shares with the same number of exercisable voting rights,
shareholder has one vote per fully paid-up share he or she holds. of which 91,203,594 shares with double voting rights.

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 Type of authorization Duration Maximum amount per authorization Use of the authorization
no. and delegated power and expiry date or delegated power or delegation of power
Authorization to reduce the equity 26 months - Cancelation of 1,443,954
21 10% of the share capital per 24-month period
capital by canceling treasury shares until June 22, 2022 treasury shares

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3 CORPORATE GOVERNANCE
Information on share capital

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 Type of authorization Duration Maximum amount per authorization Use of the authorization
no. and delegated power and expiry date or delegated power or delegation of power
Maximum purchase price: €80 – Maximum holding: At December 31, 2021,
Buyback by the Company of its own 18 months 10% of share capital – Accumulated value of Compagnie Plastic
5
shares until 10/21/2022 acquisitions: €1,188,528 Omnium SE held 1.40%
of its share capital
Maximum holding: 0.5% of share capital, to be
Authorization to grant stock options to
38 months deducted from the 0.2% in the 25th resolution
24 directors and/or employees of the None
until 06/21/2024 approved at the Ordinary General Meeting of
Company and/or Group companies
Shareholders on April 22, 2021
Authorization to grant performance Maximum holding: 0.2% of share capital, to be
shares to directors and employees of 38 months deducted from the 0.5% in the 24th resolution
25 None
the Company and/or Group until 06/21/2024 approved at the Ordinary General Meeting of
companies Shareholders on April 22, 2021
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
26 None
of debt securities and/or investment until 06/21/2023 €1,500 million in value for debt securities
securities providing access to equity
securities to be issued by the
Company, with preferential
subscription rights
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
26 months €4 million for shares and €1,500 million for debt
27 securities providing access to equity None
until 06/21/2023 securities
securities to be issued by the
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
A nominal value of €1.7 million for the shares
of debt securities and/or investment
26 months through an offer referred to in paragraph 1 of Article
28 securities providing access to equity None
until 06/21/2023 L. 411-2 of the French Monetary and Financial Code
securities to be issued by the
– €1,500 million in value for debt securities
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
26 months
29 without preferential subscription rights 15% of the initial issue None
until 06/21/2023
is carried out under the 26th to
28th resolutions up to a maximum of
15% of the initial issue
Maximum holding: 3% of the equity capital at the
Share capital increase reserved for 26 months date of the General Meeting of Shareholders
30 None
Plastic Omnium employees until 06/21/2023 (i.e. a maximum of 4,456,983 shares
at December 31, 2020)

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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 Maximum amount per authorization
no. and delegated power and expiry date or delegated power
Maximum purchase price: €80 – Maximum holding: 10% of
Buyback by the Company 18 months
5 share capital – Accumulated value of acquisitions:
of its own shares until 10/20/2023
€1,176,977,200
Authorization to reduce the equity capital by canceling treasury 26 months
21 10% of the share capital per 24-month period
shares until 06/21/2024
Authorization to grant stock options to directors 38 months Maximum holding: 0.5% of the share capital and a sub-ceiling
22
and/or employees of the Company and/or Group companies until 06/20/2025 of 0.25% of the share capital for executive directors
Authorization to allocate free shares to directors 38 months Maximum holding: 0.2% of the share capital and a sub-ceiling
23
and/or employees of the Company and/or Group companies until 06/20/2025 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
24
equity securities, or granting entitlement to the allocation of
debt securities and/or investment securities giving access to
26 months
until 06/20/2024
€6 million in nominal for shares and €2 billion in value for
debt securities
3
equity securities to be issued by the Company, with
preferential subscription rights
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 26 months €6 million in nominal for shares and €2 billion in value for
25
and/or investment securities giving access to equity securities until 06/20/2024 debt securities
to be issued by the Company, without preferential subscription
rights, through a public offer
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
€2 million in nominal for the shares through an offer referred
of debt securities and/or investment securities giving access 26 months
26 to in Article L. 411-2 of the French Monetary and Financial
to equity securities to be issued by the Company, without until 06/20/2024
Code – €750 million in value for debt securities
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 26 months
27 15% of the initial issue
preferential subscription rights is carried out under the 24th until 06/20/2024
to 26th resolutions up to a maximum of 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 26 months €2 million in nominal for shares and €750 million in value for
28
equity securities to be issued by the Company, without until 06/20/2024 debt securities
preferential subscription rights, as consideration for
contributions in kind consisting of equity securities or
investment securities giving access to the share capital
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 26 months €6 million in nominal for shares and €750 million in value for
29
equity securities to be issued by the Company, without until 06/20/2024 debt securities
preferential subscription rights, as consideration for securities
as part
of a public exchange offer during the delegation
Share capital increase reserved for Plastic Omnium employees 26 months €264,819 in nominal, i.e. a maximum of 4,413,650 shares
30
savings plan (PEE) until 06/20/2024 at December 31, 2021

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3 CORPORATE GOVERNANCE
Information on share capital

3.5.5 MOVEMENTS IN THE CAPITAL OVER THE PAST FIVE YEARS

Amount of capital Number of


increase/reduction shares Par value of
Share capital comprising the the share
Year and type of corporate transaction Nominal Premium (in euros) share capital (in euros)
August 2017
Reduction in share capital by canceling 1,500,000 treasury shares 90,000 49,819,507 9,058,603 150,976,720 0.06
July 2018
Reduction in equity capital by canceling 1,110,613 treasury shares 66,637 39,223,119 8,991,966 149,866,107 0.06
November 2018
Reduction in equity capital by canceling 1,300,000 treasury shares 78,000 45,252,090 8,913,966 148,566,107 0.06
February 2021
Capital reduction by canceling 1,443,954 treasury shares 86,637.24 32,928,875 8,827,329.18 147,122,153 0.06

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: 1.40
backing existing stock option plans 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 1,443,954
Number of securities in the portfolio on December 31, 2021 2,061,413
Carrying amount of portfolio on December 31, 2021 47,759,078
Market value of portfolio on December 31, 2021 47,123,901

SHARE BUYBACKS DURING THE 2021 FISCAL YEAR

Aggregate gross movements


  Purchases Sales Options exercised
Number of securities 2,184,887 1,226,555 286,200
Average transaction price 27.47 27.23 -
Average exercise price - - 24.72
Totals 60,026,903 33,402,045 7,074,864

Trading fees of €71 thousand were incurred in buying back shares during 2021.

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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 fiscal year 2021(1) December 31, 2021
Number of shares comprising the share capital 148,566,107 (1,443,954) 147,122,153
Number of treasury shares 2,834,235 (772,822) 2,061,413
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
Maximum shares that may be held
General Meeting of April 22, 2021 3
Maximum investment in the buyback program €1,176,977,200

A new liquidity agreement, signed with Kepler Capital Markets SA on Information concerning share buybacks made
January 1, 2015 for an initial amount of €3 million, has a term of since April 24, 2021
one year, renewable automatically, in accordance with the Code of Ethics
drawn up by AMAFI (Association Française des Marchés Financiers – the Between April 24, 2021 and February 28, 2022, the Company acquired
representative body for professionals working in the securities industry 1,535,197 shares for a total value of €37,745,761, i.e. a unit value of
and financial markets in France). On January 28, 2019, Plastic Omnium €24.59, of which 1,135,197 shares under the liquidity contract and
made an additional contribution of €3 million to the liquidity agreement, 400,000 shares outside this contract. Over the same period, the Company
increasing its overall budget to €6 million. The primary purpose of the sold 1,015,894 shares under the liquidity contract for a total of
agreement is to reduce the volatility of the Compagnie Plastic Omnium €24,818,390, representing a value per share of €24.43.
share price, and thus the risk perceived by investors.
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 AMAFI liquidity agreement
400,000 Shares held for cancelation
927,840 Shares allocated to employees or directors of the Company or of Group companies
594,273 Hedging of securities carrying rights to the allocation of shares

Description of the share buyback program submitted ● to cancel the acquired shares, if appropriate, subject to the approval by
to the Combined General Meeting of April 21, 2022 the General Meeting of Shareholders of the authorization submitted to
a vote in its twenty-first extraordinary resolution;
Under Articles 241-1 to 241-6 of the AMF General Regulation, this
● to cover stock option plans and/or free share plans (or similar) for
description defines the objectives of the Compagnie Plastic Omnium SE
Group employees and/or directors, as well as any allocations of shares
share buyback policy and how it will be implemented. The program will be
for a company or group savings scheme (or similar), in respect of
submitted for approval to the Combined General Meeting of Shareholders
employee profit sharing and/or all other forms of allocation of shares to
convened for April 21, 2022.
employees and/or directors of Compagnie Plastic Omnium SE;
Objectives of the share buyback program ● to retain the shares acquired and use them later on for exchange or in
payment for any external growth transactions, with the understanding
Compagnie Plastic Omnium SE intends to use the share buyback program
that shares purchased for this purpose may not exceed 5% of the
to achieve the following objectives:
Company’s capital;
● to use an investment service provider to maintain the secondary
● to implement all market practices currently accepted or accepted in the
market or the liquidity of Plastic Omnium’s shares, via a liquidity
future by the market authorities.
agreement complying with the AMAFI Code of Ethics accepted by the
AMF;

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 123


3 CORPORATE GOVERNANCE
Shareholding structure of Compagnie Plastic Omnium SE

Terms – the maximum proportion of equity capital that may in the 5th resolution to be proposed to the Combined General Meeting of
be acquired and the maximum amount payable by Compagnie Shareholders of April 21, 2022.
Plastic Omnium SE Shares may be purchased, sold or transferred using any method, including
Compagnie Plastic Omnium SE is authorized to acquire a maximum of up by purchasing blocks of shares, on the stock market or over the counter.
to 10% of its equity capital as of the date of this document, These means include the use of any derivatives, traded on a regulated
14,712,215 shares, each with a par value of €0.06. 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
Since the Company held 2,116,416 treasury shares at February 28, be made at any time.
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 Term of the buyback program
already held are canceled or used, the maximum amount that the
Company can pay out to acquire the 14,712,215 shares is This buyback program may continue for a period of eighteen months from
€1,176,977,200. 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
Issuer Currency Coupon Initial issue date Maturity date (in millions of euros) Listing market
Compagnie Plastic Omnium SE EUR 1.478% 06/17/2016 06/17/2023 300
Compagnie Plastic Omnium SE EUR 1.25% 06/26/2017 06/26/2024 500 Paris
Compagnie Plastic Omnium SE EUR 1.632% 12/21/2018 12/21/2025 300

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 December 31, 2020 December 31, 2019


  % voting rights % share capital % voting rights % share capital % voting rights % share capital
Burelle SA 73.26 59.35 72.08 58.78 72.08 58.78
Employee shareholders 0.97 0.97 0.99 0.99 0.98 0.98
Held by Company — 1.40 — 1.91 — 1.61
Public 25.77 38.27 26.93 38.32 26.94 38.63
  100 100 100 100 100 100

At December 31, 2021, Burelle SA held 59.35% of the share capital of Omnium SE, or 0.97% of the share capital, purchased on the stock
Compagnie Plastic Omnium SE. To the Company’s knowledge, no other market.
shareholder owns 5% or more of the share capital.
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

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4
NON-FINANCIAL
REPORTING
disclosure
Introduction and methodological note 126

4.1  SUSTAINABILITY AT THE HEART OF MARKET


TRENDS 127
4.1.1  Planned growth of electric vehicles 128
4.1.2  Increased automation for greater safety 128
4.1.3  Connectivity and digitization 128
4.1.4  Customer expectations and experience 129
4.1.5 A long-standing commitment recognized by the group’s
stakeholder 129
4.2 PLASTIC OMNIUM'S BUSINESS MODEL 131
4.2.1  Businesses 131
4.2.2  Sustainability in the Group’s strategy 133
4.2.3  Relations with stakeholders 141
4.3  THE RISK MANAGEMENT AND NON-FINANCIAL
REPORTING OF THE GROUP 147
4.3.1  Social stakes 147
4.3.2  Societal stakes 159
4.3.3  Environmental stakes 165
4.4 THE VIGILANCE PLAN 177
4.5  THE “EUROPEAN TAXONOMY” 180
4.6  OTHER NON-FINANCIAL INDICATORS 184
4.7  METHODOLOGY 189
4.8  CROSS-REFERENCE TABLE 190
4.9 REPORT FROM THE INDEPENDENT THIRD PARTY 193

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4 NON-FINANCIAL REPORTING DISCLOSURE
Rappel T2

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.

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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 ● OEM customers are committed to carbon neutrality and are pushing
technological and societal disruption linked to the climate emergency and their demands along the entire supply chain;
consumer expectations. It is experiencing a striking polarization between ● investors expect companies to contribute explicitly to creating a positive
growing needs for mobility, on one hand, environmental impacts, and on
impact on the environment and the society;
the other handand on the other hand regulatory obligations and market
challenges accompanying the electrification of transportation. These ● job candidates and future talents are choosing their employers based
engage all mobility players to transform in order to be part of the change on their CSR commitments and concrete actions;
and build sustainable business models. ● company employees want to add purpose to their work;
The Covid-19 crisis has accentuated this underlying trend by increasing ● public authorities are raising their expectations in terms of the energy
awareness of Sustainable Development challenges. Companies are
transition and the circular economy.
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:

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.

ELECTRIFICATION

SECURITY AND
SUSTAINABILITY CUSTOMER
AUTONOMY EXPERIENCES AND
EXPECTATIONS

CONNECTIVITY AND
DIGITIZATION

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4 NON-FINANCIAL REPORTING DISCLOSURE
Sustainability at the heart of market trends

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 The market for connected cars continues to grow, benefiting two
to become stricter worldwide. Today, European regulations on the CO2 segments in priority: safety and driving assistance. Plastic Omnium’s
emission standards allowed for passenger cars are tightening: 95 g growth strategy is in line with these developments. Currently, Plastic
CO2e/km in 2021, 81 g CO2e in 2025 and 59 g CO2e in 2030, i.e. a Omnium bumpers include up to 50 high-tech components to augment
decrease of 55% between 2021 and 2030. Since 2020, China has also human senses and make driving simpler and safer. With its expertise in
regulated passenger car emissions with a target of 117 g CO2e/km. The integration of functions and unique performance in the electromagnetic
entire automotive industry is thus engaging in technologies enabling transparency of plastics, Plastic Omnium is contributing to the
massive reductions in CO2. development of tomorrow’s smart cars. Its exterior parts will include
numerous radars and other sensors, with ever-improving design and
Plastic Omnium regularly reviews and updates available international data,
protection.
future standards and regulations, and the ability of car manufacturers to
respond to them, in order to generate realistic projections and a complete Advanced driver-assistance systems (or ADAS) are increasingly numerous
analysis of the future of the various markets. These studies predict in vehicles. These systems make it possible to secure passengers and
exponential growth in electric and plug-in hybrid vehicles: from 8.2% in provide the driver with driving assistance and comfort. Driver assistance
2021 to 22% in 2025, and then 42% in 2030. Battery electric vehicles will systems have been revolutionized by technological progress and they also
represent 32% of the market in 2030, most of which will be in Europe, China reduce the energy consumption of vehicles. Progress on level 3, 4 and
and the rest of Asia (42%, 40% and 30% respectively). Hydrogen electric 5 autonomous vehicles (from semi-autonomous to fully autonomous cars)
vehicles will account for around 2% of the market in 2030. Forecasts is promising. Current forecasts estimate their share at 40% of the global
estimate the share of hybrid vehicles of all types (plug-in and non-plug-in) at car fleet by 2030.
31%. In this race to electrify vehicles, companies still need to ensure that
Vehicle automation and connectivity will also require increasing skills in
the electricity that powers them is decarbonized and that all efforts have
plastronics (combining plastics and electronics) and mechatronics (at the
been made in terms of energy efficiency to reduce CO2 emissions.
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 4.1.3  CONNECTIVITY AND DIGITIZATION
strategy.

The prevailing trend of shared mobility has been strongly slowed down by
EUROPEAN COUNTRIES THAT HAVE ANNOUNCED QUANTIFIED
the Covid-19 crisis leading to a temporary return to individual vehicles
INVESTMENT PLANS FOR HYDROGEN
because of the health risk when using shared vehicles. However, this
shared mobility is a fundamental trend that will continue to develop.
Country Hydrogen plan investments 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
Germany €7 billion + €2 billion in external partnerships
automation will grow over the same period, reaching 15% of new sales in
France  €7.2 billion Europe, 2% in the United States and 16% in China, compared with less
Spain €8.9 billion than 1% in 2020.

Portugal  €7 to 9 billion Information capture, connection with infrastructures and data processing
are some of the functionalities that vehicles will need to have, especially
Austria €2 billion (forecast) in the parts produced by Plastic Omnium. The industry is also transforming
Italy €10 billion (forecast) 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.

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NON-FINANCIAL REPORTING DISCLOSURE
Sustainability at the heart of market trends

4.1.4  CUSTOMER EXPECTATIONS Conclusion


All these major market trends show the strong desire of all players to
AND EXPERIENCE 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
All of the trends described previously meet the expectations of end such as Plastic Omnium, aware of the urgency, mobilize their entire value
customers. Each element added to a vehicle contributes to its uniqueness chain in this process.
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
In the fields where Plastic Omnium is present, it is necessary to know how
RECOGNIZED BY THE GROUP’S
to respond and adapt to customer needs by offering: STAKEHOLDER
● increasingly optimized and personalized forms incorporating more and
more equipment such as radars and lighting;
● plastic parts that contribute significantly to making vehicles lighter, Since its creation in 1946, Plastic Omnium has made a significant
while incorporating recycled materials; contribution to improving the environmental footprint of vehicles. The
vision of Pierre Burelle, the founder, was that plastic should play an
● products contributing to the energy transition to promote clean mobility. important role in the future of the car by replacing other materials to
This questioning concerns the whole of the existing value chain, but also lighten the weight of the vehicle, improve aerodynamics and ultimately
involves new partners able to enrich the technological offer and meet the improve energy consumption and the vehicle’s environmental footprint.
needs of security and visual identity expressed by customers. 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.
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 In 2021, Plastic Omnium announced its ambition to achieve carbon
global trends: the reduction in greenhouse gas emissions, the neutrality for its activities by 2025 and reduce the CO2 emissions of its
achievement of carbon neutrality, the improvement of air quality, the value chain by 30% to achieve carbon neutrality for all these scopes by
implementation of a circular economy. 2050. This approach is translated into a pragmatic and ambitious
roadmap for all of its stakeholders.

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4 NON-FINANCIAL REPORTING DISCLOSURE
Sustainability at the heart of market trends

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 Plastic Omnium retained its joint first place position
“Climate Change” questionnaire by CDP, the leader of the report on increasing the percentage of
in climate ratings, Plastic Omnium obtained a B women in the governing bodies of the SBF 120 (for
rating. This rating allows the Group to be considered the automotive industry). This report was published
as a strategic supplier by certain customers who in October 2021 by the Secretary of State for
have made it a criterion for ranking their suppliers. Gender Equality.

EcoVadis, which assesses the Sustainable Plastic Omnium supports the WAVE association –
Development performance of suppliers on behalf of Women and Vehicles in Europe – after being
contractors, ranked Plastic Omnium in the Top 1% recognized as a winner of the Trophée Mixité
of companies (“Platinum” ranking with a score of Progression (Gender Diversity Progress Award). This
75/100). The assessment is based on four themes: award recognizes the best progress in the
labor relations and Human Rights, environment, percentage of women at all levels of the Company
ethics and responsible purchasing. (Executive Committee, TOP 100 and overall
workforce). WAVE, created in 2008, aims to
promote gender diversity in the automotive and
Plastic Omnium received the “Universal Registration mobility.
Document Clarity Award” at the 2021 Transparency
Awards organized by Labrador. This is the first time
GRANDS PRIX DE LA

TR NSPARENCE
2021 that Plastic Omnium has won this award and this In November, Plastic Omnium improved by one
demonstrates its efforts to ensure clarity and place in the annual ranking of the most responsible
transparency in its communication vis-à-vis all its companies in France, published by the magazine Le
stakeholders, and investors in particular. Point, rising to second place in the automotive
industry (and first place among equipment
manufacturers).

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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 CLEAN ENERGY
NEW ENERGIES HBPO
EXTERIOR SYSTEMS SYSTEMS

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
Plastic Omnium Industries includes the following business lines: internal combustion or hybrid vehicles) and depollution systems for diesel
engines;
● 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
Complex body part assemblies are made of injected polypropylene or
storage in fuel tanks with carbon fiber reinforcement, fuel cells and
composite materials: bumpers, energy absorption systems, tailgate
solutions for energy.
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 The Group is a leader in its three historical business lines (IES, CES and
venture 66.67% owned and controlled by Compagnie Plastic Omnium SE. HBPO) due to its innovation capacity (customized and multi-material
HBPO is specialized in the development, assembly and logistics of solutions) and its expertise inintegrating new functionalities into its
front-end modules and extends its product offering to other parts of the products to improve the safety,connectivity and environmental footprint of
vehicle such as the cockpit and the center console. 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.

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4 NON-FINANCIAL REPORTING DISCLOSURE
Plastic Omnium's business model

The Plastic Omnium Group is organized around business line holding 4.2.1.2  CUSTOMERS
companies or country holding companies that hold the securities of local
operating subsidiaries. The activity of these local operating entities The Group’s 93 customers are mainly located in Europe, the Americas and
primarily depends on their local market; therefore, they have the assets Asia. These are mainly the traditional OEMs, as well as emerging players
and liabilities necessary for their activity but they do not have strategic in the electric or autonomous vehicles sector.
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 BREAKDOWN OF GROUP REVENUE BY CUSTOMER
with partners.
● HBPO (see above);
8%
Others
● YFPO: joint venture 49.95% owned by Plastic Omnium Auto Exteriors
3%
(holding company of the IES business line). The company is the Chinese
Toyota
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
company is the Turkish leader in exterior body parts and, as such, 26% 5%
integrated into the IES business line. Its 2021 revenue stood at €19 Volkswagen Group Jaguar Land Rover -
million (Plastic Omnium’s share). Tata Group

In addition, Plastic Omnium Gestion centralizes the support and strategic 5%


functions for the Group, such as the Finance, Legal, Risks and Ford
Compliance, Human Resources, Sustainable Development and 6%
Information Systems Departments. It develops the policies, procedures Renault Nissan Group
and requirements which are then deployed locally and monitored through 17%
regular reporting to ensure consistency in management methods. 7%
Stellantis
Operational activities are managed by the Group’s local subsidiaries in General Motors Group
order to ensure a presence as close as possible to the markets and an
ability to respond to local requirements. 11% 9%
Daimler BMW

4.2.1.1  INTERNATIONAL PRESENCE


Plastic Omnium confirmed its world leader position in its three business
Its international presence, close to its customers, gives the Group the lines in 2021.
responsiveness and adaptability necessary to meet the needs of these
customers. Its network of 137 plants, spread across 25 countries in
● Clean Energy Systems has produced 18 million systems and holds a
Europe/Africa, North and South America and Asia is a major advantage in 21% market share, with the majority of its growth margin coming from
retaining its leadership position. 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% global market share.
12%
China
For Intelligent Exterior Systems and HBPO, the main growth drivers are the
7% outsourcing of those activities, today carried out partly by the OEMs
Asia (exculding China) themselves as well as its expertise in responding to increasingly complex
demands such as the integration of electronic equipment.
2%
Others
53%
Europe
26%
North America

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To achieve this leadership position, Plastic Omnium chose to integrate the entire industrialization chain from research through to the marketing of finished
products.

R&D Sales-production

PRODUCTION
DEVELOPMENT FINISHED
TRANSFORMATION
OF PRODUCTS PRODUCTS
OF MATERIALS

DEVELOPMENT COMPONENT
OF TECHNOLOGIES ASSEMBLY

4
PURCHASES

4.2.2  SUSTAINABILITY IN THE GROUP’S STRATEGY

THE THREE PILLARS OF PLASTIC OMNIUM'S STRATEGY

OPERATIONAL INNOVATION SUSTAINABILITY


EXCELLENCE

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4.2.2.1  OPERATIONAL EXCELLENCE 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
The Plastic Omnium’s ability to manufacture on a large scale and in a very new generation 4D radar promises a long-range ability to detect the vehicle
short timeframe is one of the fundamentals of the Group’s success. environment (up to 300 m) and a resolution ten times greater than that of
Carried out on a daily basis by all employees, this operational excellence current radars, making it possible, for example, to distinguish a pedestrian
is particularly recognized by its customers. The Group ensures that the from a biker, over a wide field of vision. It will replace several driving
same standards are applied in all its plants. assistance sensors with a single 4D radar, resulting in savings in terms of
Today, two levers reinforce the Group’s operational excellence: production costs and integration into vehicles.

● INDUSTRY 4.0: from predictive data management, process Plastic Omnium has developed a feasibility study with one of its OEM
optimization, augmented reality and the internet of things, to team partners on front bumpers incorporating up to 50% recycled plastics.
training and skills development: the challenges of digitization are These materials are subject to the same quality, safety and durability
numerous. From the operator to the plant manager, the teams invent criteria as virgin plastic. The study showed that this concept meets all the
the Plant 4.0 on a daily basis, and in line with the Plastic Omnium conditions for mass production and commercialization.
culture, with pragmatism and determination to improve the efficiency of Following this work, another partnership was signed in 2021 with
production sites and help teams progress. In a highly competitive TotalEnergies on the development of plastic materials from recycled
automotive sector, Industry 4.0 improves competitivness: costs, delays products. The ambition of this partnership is to work together on
and quality while ensuring the Sustainable Development of the innovative materials to include them in Plastic Omnium exterior parts and
Company that generates a general increase in skills, a guarantee of to achieve up to 50% recycled content in these products by
staff employability; 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
transformation project aimed at improving work processes and relation to the expectations and needs of end users and city dwellers. HBPO
increase agility and competitiveness. Several projects will contribute to has developed a ROLLO controlled shutter system, enabling intelligent air
the final objective: digitization, data management, collaborative and filtration combining air quality and energy saving for the vehicle. The ROLLO
industrial processes. All the Group’s business lines are involved, guided system operates in three modes: when the electric vehicle is charged, the
by a dedicated multidisciplinary team. 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
4.2.2.2  INNOVATION new generation filter, filters out particles in the outside air.
Innovation has always been a driver of the Group’s strategy. In 2021, an The materials and carbon footprint of Plastic Omnium products are also
Innovation Director was appointed to Plastic Omnium’s Executive the subject of innovative Research and Development: tests on biosourced
Committee. and recycled plastics, introduction of renewable raw materials in
partnership with suppliers and the search for solutions to lighten the
2021 was marked by numerous strategic partnerships, projects under
finished product and therefore the vehicle’s carbon footprint. All these
development and R&D projects in favor of sustainable mobility. Innovation
multi-criteria projects aim to replace high-impact materials, reduce the
projects make it possible to assess Plastic Omnium’s economic
complexity of materials to improve recyclability and reduce the final weight
opportunities in the market for electric vehicles with rechargeable
of the product.
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
During the IAA (Internationale Automobil Ausstellung) last September in
alternative to the rechargeable battery in hydrogen vehicles, allowing the
Munich, Plastic Omnium announced several innovations and partnerships
fuel tank to be recharged in a very short time. The innovations consist in
that confirmed its broad involvement in the clean and connected mobility of
controlling the pressure and deformation of the tank in all cases of use of
tomorrow. Thanks to an exclusive partnership, Plastic Omnium and
the vehicle, including in the event of accidents. Plastic Omnium has
Greenerwave are joining forces to develop a new generation 4D imaging
mastered the safety of gasoline tanks for forty years and has used its
radar. Resulting from the cutting-edge technology of this start-up, which
expertise to develop high-pressure tanks that are secure (tightness,
stems from the Institut Langevin and specializes in wave physics, and
impact resistance, leaks).
Plastic Omnium’s development and integration capabilities, this

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For 15 years, Plastic Omnium has been working on diesel emission Plastic Omnium also works with universities, research laboratories and
reduction systems with complete electronic management via integrated other key players on R&D and open innovation projects. All of these
control computers. These skills, related to the management of a complete synergies are aimed at developing concrete solutions for the sustainable
automatic on-board diagnostic system for safety and alerts, are thus being mobility of tomorrow.
used for the development of batteries for electric cars.

THE GROUP’S INNOVATION ECOSYSTEM

UNIVERSITIES

INNOVATION 4 GLOBAL
CHALLENGE R&D CENTERS

STARTUPS PARTNERSHIPS 4

VENTURE LABORATORIES/RESEARCH CENTERS

4.2.2.3  SUSTAINABILITY Organization of the Sustainability Department


The third pillar of Plastic Omnium’s strategy, sustainability, is at the heart The Sustainable Development Department provides support to operations,
of the Group’s projects. The position of sustainability EVP was created in for example by setting up and managing safety actions, integrating and
the Executive Committee in January 2021. Faced with climate and deploying Climate objectives within the Group, engaging the value chain in
environmental challenges, Plastic Omnium confirms its intention to be a the carbon neutrality approach and driving the Sustainable Development
key player in the energy transition of the automotive sector by accelerating actions.
its Sustainable Development strategy.

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SUSTAINABLE DEVELOPMENT DEPARTMENT

OPERATIONS VALUE CHAIN NON-FINANCIAL PERFORMANCE


SUSTAINABLE DEVELOPMENT SUSTAINABLE DEVELOPMENT AND SOCIETAL COMMITMENT
DEPARTMENT DEPARTMENT DEPARTMENT

• Coordinates with the business lines • Is responsible for the Statement


• Coordinates with the business
the rollout of objectives concerning of Non-Financial Performance
lines the operational rollout of the
CO2 emission reductions in the in the Universal Registration
Group’s objectives for reducing
value chain (Scope 3). Document and monitors
CO2 emissions in the businesses
regulatory changes.
(Scopes 1 and 2). • Defines objectives related to the
circular economy (optimization • Responds to non-financial
• Develops and coordinates
of resources, eco-design, rating agencies and supports
the network of Sustainable
improvement of product communication with investors on
Development ambassadors.
recyclability, etc.). Sustainable Development.
• Leads the Group’s HSE approach
• Defines partnerships to support the • Leads and monitors the Group’s
and unites the network.
Group’s Sustainable Development societal commitments (diversity,
approach. support for local communities,
etc.), in collaboration with other
departments (HR, etc.) and
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 ● examine and give the Board an opinion on the Non-Financial Reporting
Development commitments at the heart of operations is the inclusion in Directive provided for in Article L. 225-102-1 of the French Commercial
the variable pay of criteria related to environmental, social and societal Code.
objectives: in 2021, all employees with a variable pay had a Sustainable
Development objective in their compensation.
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 The Group formalized its commitment to sustainable mobility in a
which to focus on these issues. worldwide program called ACT FOR ALLTM.

This Committee will, among other duties: This program, aimed at achieving ambitious objectives, is steered by a
dedicated committee bringing together the various Group entities and
● review the Group’s environmental, social and societal responsibility regular reporting. This ACT FOR ALLTM Committee, which meets two or
stakes at least once a year; 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.

“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

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THE AXES OF THE ACT FOR ALL™ PROGRAM

RESPONSIBLE CARE FOR PEOPLE


ENTREPRENEURSHIP SUSTAINABLE
BUSINESS

4
Plastic Omnium promotes its Plastic Omnium shares Plastic Omnium is committed
codes of conduct. its corporate values globally. to preserving the planet
for future generations.
• Business ethics • Health and safety at work
• Talents & skills management • Carbon footprint of the value
• Responsible purchasing
• Diversity and inclusion chain (Top Planet and
• Cybersecurity renewable energies)
• Local sponsorship initiatives
• Waste management
• Eco-design and recyclability
• Biodiversity

The ACT FOR ALLTM program aims to mobilize all internal and external ● Pillar 3: Sustainable Business. Plastic Omnium strives to preserve the
stakeholders around three areas: planet for future generations by reducing the impact of its businesses
on the environment. Processes, from design to manufacturing, are
● Pillar 1: Responsible Entrepreneurship. Plastic Omnium promotes
reviewed in order to reduce the impact of its production methods and
flawless rules of conduct. Ethics are the pillar of its responsible
tools. On the product side, Plastic Omnium works to promote
performance;
eco-design of its products and the development of clean mobility
● Pillar 2: Care for People. Plastic Omnium strives to provide safe, solutions.
healthy and fair working conditions for all its employees and to offer
All Group employees are involved in this program. The three pillars of ACT
them career and commitment perspectives. This focus also includes
FOR ALLTM are rolled out operationally and actions are carried out daily on
the Group's stakeholders and the initiatives led by Plastic Omnium in
each of them.
favor of local populations and minorities;

“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

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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 2025
Pillars Markers KPI
Results Target

Safety Accidents with and without lost time - FR2 0.69(1) <0,5

Health Percentage of sites supporting health initiatives 85% 100%

Diversity and Inclusion Percentage of women:


- Engineers & managers 22% 25%
- Group and Divisional Senior Executives 26% 30%
CARE FOR PEOPLE - Managerial positions 19% 25%

Local initiatives and sponsorship Percentage of sites supporting local communities 60% 100%

Promotion of youth employment Number of interns, apprentices, and VIE 875 1,000

Ergonomics Percentage of positions with severe ergonomic - -50% vs 2021


constraints

Business ethics Number of employees trained / targeted 90% >98%

RESPONSIBLE
ENTREPRENEUR- Responsible purchasing Based on an “IndueD” assessment for 95% - New indicator in the process
SHIP of the purchasing base (in €), number of being defined
of medium- and high-risk suppliers enrolled
in a self-assessment initiative

Top Planet Program Top Planet score(2) 60% 80%

Reduction in the Scopes 1 & 2 Scopes 1 & 2 CO2 emissions -19% -80% vs. 2019
carbon footprint vs. 2019 (without offset)
SUSTAINABLE
BUSINESS Reduction in the Scope 3 carbon Scope 3 CO2 emissions -25% -30% in 2030 vs. 2019
footprint vs. 2019

Development of sustainable mobility Number of sites with sustainable mobility - 100%


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

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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 1 REDUCE
(including temporary employees and subcontractors) to come together This involves reducing the electricity and gas consumption of the sites.
around the founding values of the ACT FOR ALLTM program. The latter will be equipped with modernized, less energy-consuming
The 2021 edition took place on November 9th with the central themes of equipment and consumption monitoring systems to reduce energy losses,
safety and climate change. An online “Serious Game”, available in which, coupled with employee awareness, will reduce electricity
20 languages, was offered to Group employees with the aim of raising consumption by 10 to 15%. An investment plan, covering around 100
their awareness the major challenges of climate change and presenting sites, is being rolled out by 2025.
them the actions implemented to achieve carbon neutrality.
2 REPLACE
In a video, translated into 20 languages, Laurent Favre, Chief Executive This involves replacing fossil energy purchases as much as possible with
Officer, Félicie Burelle, Managing Director, and David Meneses, “green” energies (solar or wind) by installing equipment on sites or signing
Sustainable Development EVP, reaffirmed the Group’s commitment to clean energy supply contracts. At this stage, 32% of the Group’s electricity
achieving this objective. purchases are renewable, five sites are equipped with solar panels or
Employees were invited to take part in a photo and video challenge, which wind turbines and around 20 more will be equipped by the end of the
was a great success. year.

On-site activities were organized: safety stands, first aid training, risk 3 COMPENSATE
hunting, waste collection, tree planting, etc. This involves offsetting the CO2 emissions that cannot be reduced by
A virtual space dedicated to the event, the Hive Sphere, allowed the sites identifying projects that reduce CO2 emissions and which would not have
to share, in real time, photos of the game sessions and activities been possible without the support of Plastic Omnium. Discussions are
organized locally. 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.
Ambitious targets to achieve carbon neutrality
In December 2021, the Group announced its carbon neutrality roadmap
to the management of all sites, the financial community and the press, as
4 COLLABORATE
For purchasing and logistics, the Group will favor suppliers who are
4
well as suppliers. The roadmap aims to achieve the following objectives: themselves committed to managing their carbon footprint, to use less
● reach carbon neutrality in Group's operations (Scopes 1 & 2) by 2025 carbon-intensive, recycled or bio-sourced materials and clean
(100% reduction in CO2 emissions); transportation.

● reduce by 30% all Scope 3 emissions, upstream and downstream, Plastic Omnium thus stands out for the very pragmatic approach that the
by 2030; Group has put in place to roll out the actions of its roadmap.

● 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

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New Human Resources strategy The objectives of the project are:

Innovative and effective Human Resources management, development of ● to support the implementation of Plastic Omnium’s purpose, strategic
employee skills and internal promotion of mobility improve team vision and values;
engagement and support talent retention. In May 2021, a new Human ● to build leadership and skills management that promote transformation
Resources strategy was put in place to support the Group’s and cultural change;
transformation. This new strategy, to support an agile organization
focused on its business lines, puts talent management, performance and ● to redefine and simplify the organization to promote performance and
organization at the heart of its actions. It also addresses the Group’s sustainable commitment. This point is developed by activity: the first
strategic pillars: Operational Excellence, Innovation and Sustainable impacted in 2020 were purchasing and product development. Then, in
Development. 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 In 2021, workshops were also offered to managers and transformation
development of skills as well as the diversity and inclusion of young managers as part of the Omega project to strengthen technical skills
people, women, different nationalities and cultures. related to lean management and finance and support them in the
development of leadership adapted to industrial transformation and the
Three major axes make up this strategy: increased requirements of these business lines. The workshops
● organizational effectiveness and business transformation; addressed the following topics:
● talent, performance and skills management; ● understanding global trends and identifying their current VUCA
(Volatility, Uncertainty, Complexity, Ambiguity) environment;
● diversity and inclusion.
● analyzing the impact of the change on oneself, the team and the
The first priority, organizational efficiency and business transformation, is organization;
global and cross-functional. It structures all actions carried out by the
Group’s Human Resources. ● describing normal and predictable reactions to change;

Faced with the challenges of transformation, Plastic Omnium is pursuing ● identifying and adopting strategies and approaches to increase
an important project for the Group’s future: the Omega project, launched leadership effectiveness in times of change;
in 2020. ● communicating authentically and with impact on internal and external
audiences in response to challenging situations.

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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 ● Act For All TM Day on November 9 (3,700 teams
conferences, collaborative spaces, events, internal of employees mobilized around a serious game
network, innovation competition, social networks on climate)
and career website for future employees ● 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 ● 181 existing committees
bodies ● 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 ● 157 meetings with 905 investors and analysts
shareholders, shareholders’ newsletter, quarterly, ● Climate Market Day on December 8 announcing
semi-annual and annual publications, site visits, the Group’s Carbon Neutrality roadmap
responses to financial and extra-financial rating
agencies, meetings with financial analysts 4
and investors (including ESG)
Banks Annual reviews ● Regular meetings with international market
players to analyze available sustainable finance
tools
Non-financial rating agencies Responses to questionnaires ● 8 ESG questionnaires completed
● Response to the CDP Climate questionnaire –
Rating obtained: B
Insurance companies Site visits and ratings ● 89 site visits in 2021 – Potential risk downgraded
by insurance companies
Customers Contracts, annual reviews, R&D partnerships, ● See Integrated Report chapter 1 for commercial
responses to Sustainable Development successes
questionnaires, qualitative interviews
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
Schools and universities Partnerships, participation in events, site visits ● Presentation to Sciences Po and IDDRI(2)
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 Membership, participation in working groups, ● Member of EpE (Entreprises pour
and Sustainable Development initiatives patronage and sponsorship 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.

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4.2.3.1  MATERIALITY MATRIX OF EXTRA-FINANCIAL STAKES


Plastic Omnium’s materiality matrix of risk and opportunity materiality Initially, a sector-based documentary analysis, a peer-based benchmark
matrix was first developed in 2017. In order to enhance its strategy to and a consultation of internal support materials enabled pre-selection of
include its stakeholders’ expectations and to take into account the the 20 most important extra-financial challenges for Plastic Omnium.
changes in the Group and its rapidly changing sector, it was updated in
The challenges were then prioritized by interviewing Plastic Omnium
2020. It enabled non-financial risks and opportunities to be defined based
employees spread across all business lines and internationally and by
on the importance of these challenges for internal and external
conducting qualitative surveys with a panel of external stakeholders:
stakeholders and their impacts on Plastic Omnium’s overall performance.
customers, suppliers, associations, research centers, banks, partners and
certification bodies.

5
Moderately Important Strategic
important CSR issues CSR issues CSR issues

Business ethics

Product safety
4 and quality /
Customer satisfaction
Eco-design and
reciclability Competitiveness Business continuity
planning / crisis
management
Importance for external stakeholders

Connected, autonomous Clean mobility


and shared mobility Energy efficiency
and CO2 emission
Digitalisation

Health, safety
Social dialogue Sustainable and working
purchasing conditions
3 Waste Skills and career
management management
Employee
Equal commitment
opportunities
Relationship with
local stakeholders Air quality

Water
management

Biodiversity
2

Impact on Plastic Omnium global performance

1 2 3 4 5

Care Sustainable Solutions for Responsibility


for people production clean mobility

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4.2.3.2  ANALYSIS OF EXTRA-FINANCIAL RISKS AND OPPORTUNITIES


The selection of extra-financial risks that make up the Non-Financial The consequences of the risks for the Group
Reporting Disclosure was made by determining their materiality, i.e. by
defining why and how they are important 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
These are the main risks identified in: mitigating them may be of the following nature:
● the Group risk mapping (see description of the risks in section 2, ● legal may involve contracts, entities, assets, intellectual property and
p.51). These risks are assessed on the basis of their probability of compliance and may lead to convictions or financial sanctions, etc.;
occurrence and the estimated magnitude of their impacts on the Group
(in financial and reputational terms), after taking into account the ● financial may penalize the Company in its development;
measures adopted by the Group to manage these risks (net impact). ● reputational may damage the Company’s image (talent flight, lack of
This concerns the following risks: interest from candidates, etc.);
● Occupational Health and Safety; ● organizational may be related to security or IT issues, for example;
● Human Resources; ● environmental may have repercussions on ecosystems such as their
pollution or non-protection, etc.
● 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
● Responsible Purchasing/Suppliers;
issues involved, may impact one or more stakeholders:
● Human Rights;
● Impact of climate change on the business model (non-mitigation of
Employees who may be affected in their physical and/or
climate change): the risk has been revised upwards and is now one
of the Group’s main risk factors;
moral integrity, their commitment, their work-life balance,
their effectiveness, their development in terms of skills, 4
● Natural disasters. career or income, their motivation, the protection of their
data and their representation.
● 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 Subcontractors or suppliers who may be affected in their
reputational) on the Group’s overall performance. 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
● Eco-design and recyclability;
their physical and/or moral integrity, encounter problems of
● Biodiversity. non-compliance, deteriorated customer experience or with
the protection of their data.
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
Some are also addressed in the Vigilance Plan. non-mitigation or non-adaptation to climate change, by
pollution, failure to take the management of raw materials
To achieve and implement effective mitigation measures, the analysis of
or biodiversity into account, etc.
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
● the impacts that these risks, if they are not mitigated by the Group, may
overall performance and resilience strategies.
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.

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Plastic Omnium's business model

SUMMARY TABLE OF RISKS COVERED IN THE NFRD

Risk impact assessment: Limited Significant Critical

Mitigation measures for the Group Link with


Description of the risk and its stakeholders Monitoring indicators the SDGs Pages
Stakeholders likely to be impacted Policies and procedures Monitoring KPI
Social stakes
Personal Health and Safety Risks ● “Top Safety” health and safety TF2: 0.88(1) 147
policy Number of people trained in Stop 5
Likelihood of employees and subcontractors being ● ISO 45001 Health and Safety and Top Safety: 760
exposed to a dangerous situation (damage Management System Percentage of workstations
to their physical and/or mental health). ● Covid-19 protocol assessed: 98%
● 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,
risk of generating frustration among employees ● Compensation policy interns and VIE: 875
or dampening the Company's dynamism ● VIE contracts and partnerships ● Number of workers with
and performance with schools worldwide disabilities: 421
● employee engagement ● Diversity policy ● Percentage of women in
risk of reducing employee involvement ● Mission for workers with disabilities management positions: 15.7%
● equal opportunities in France
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 ● Ethics Awareness Index: 89.5 159
● Code of Compliance
Risk of fraud, corruption, conflicts of interest, insider with competition law
trading, anti-competitive practices, etc. ● Corruption risk mapping
Risk of fraudulent intent or intentional harm in the field ● Training
of taxation ● Control and audit system
● Tax policy

(1) IFRS scope - Tf2 Group scope including minority JVs = 0.69

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Mitigation measures for the Group Link with


Description of the risk and its stakeholders Monitoring indicators the SDGs Pages
Stakeholders likely to be impacted Policies and procedures Monitoring KPI
Cyber risk – IT continuity of service – data protection ● Information Technology Security ● External audits: 9 sites certified 161
Policy or recertified with the TISAX
Risk of financial loss, business interruption or damage to ● Cybersecurity and GDPR training standard (Trusted Information
a Company’s reputation due to IT system failures. Security Assessment Exchange)

Product safety-quality and customer satisfaction risks ● Code of Conduct ● Number of R&D centers: 31 161
● Operational excellence pillar ● Patent families filed: 57
Risk characterized by a deviation from expectation in the Group strategy ● % of IATF 16949 certified sites:
or set objectives. ● Quality approach 97%
● 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, 4
at Plastic Omnium plants
and suppliers’ sites
Responsible purchasing/supplier risks ● “Know our suppliers” approach ● Number of suppliers passed 163
● ACT FOR ALLTM program through the risk assessment
Risk of impacting the Group’s operational activities, ● Carbon neutrality roadmap system : 2,750
performance or reputation through a failure in any part ● Vigilance plan ● Supplier Ethics Index: 89%
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 ● Supplier Ethics Index: 89% 164
Compact ● % of sites that proposed
Risk of violation of fundamental human rights ● Fundamental Conventions an action in favor of the
in the workplace or in the value chain of the International Labour communities: 70%
Organization (ILO)
● 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

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Mitigation measures for the Group Link with


Description of the risk and its stakeholders Monitoring indicators the SDGs Pages
Stakeholders likely to be impacted Policies and procedures Monitoring KPI
Environmental stakes
Risk of the impact of climate change on the Company's ● “Carbon neutrality” targets ● CO2 emissions 165
business model (non-mitigation of climate change) and roadmap aligned with the Paris scope 1: 75 kt eq CO2
Agreement and approved scope 2: 312 kt eq CO2
Risk of not implementing all actions to mitigate by the SBTi in 2021 scope 3: 32,339 kt eq CO2
the impact of the Group’s activities and fight against ● Sites' energy decarbonization policy ● Top Planet Score: 60%

global warming ● Number of industrial sites


(decarbonized energy, facilities
to produce renewable energy, equipped to generate renewable
and PPA) energy: 5
● 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 ● Audits carried out by insurers ● Number of site visits 173
(non-adaptation to climate change) by insurers: 89

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 173
● Development of R&D projects recovered
Risk of reducing the planetary capacity to respond on alternatives to high-impact
to the growing challenges of mobility 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 Indicator in the process 176


approach in 2022 of being defined
Risk that the industrial or economic activities
of the company impact other living species

Risk impact assessment: Limited Significant Critical

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4.3  THE RISK MANAGEMENT AND NON-FINANCIAL REPORTING


OF THE GROUP

4.3.1  SOCIAL STAKES The actions to be carried out concern machinery and equipment,
employees and managers, sites and projects, standards and
management, and working conditions.
The HBPO integration plan is ongoing. Two pilot sites have been certified
4.3.1.1  RISK TO THE HEALTH AND SAFETY under ISO 45001 and the rollout of certification should continue in 2022.
OF PEOPLE 2. Identifying, measuring and quantifying the risks related to safety and
Risk description the environment in advance so they can be corrected.
The “Six Non-Negotiables” are an essential part of the Group’s Safety
The occupational health and safety risk is the probability that an employee
Policy. They cover the rules regarding pedestrian traffic, wearing Personal
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 Protective Equipment, industrial trucks, suspended loads, stop and start
mental health. operations and working at heights.

The risks of accidents or occupational illnesses may be linked to industrial The zero-risk strategy deployed on the sites aims to carry out preventive
activity and working conditions on production lines. Aware that this risk actions as soon as possible and corrective actions immediately in the
could have an impact on the health of people, employee engagement, event of an accident.
social dialog and the attractiveness of the Group, as well as legal and Safety risks are managed through daily monitoring of workplace
financial consequences for the Group, Plastic Omnium places this issue at lost/non-lost time accidents (LTA/NLTA), first aid, near misses and
the heart of the Care for People pillar of its ACT FOR ALL™ Program. 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 Created in 2004, Top Safety training aims to operationally implement the
performance indicators. Thus, 96 out of a total 127 sites had no accidents safety policy, raise managers’ awareness of the issues and support them
in 2021, i.e. 76% of sites. in adopting new behaviors.
The Sustainable Development Department implements the Group Health, Top Safety visits are organized on a multi-year basis between managers
Safety & Environment (HSE) strategy defined by the Executive Committee and their employees in order to allow employees to express their views on
to ensure the protection of employees, property and the environment. the safety of their workstations and for managers to demonstrate their
commitment through immediate corrective action.
It steers and coordinates the HSE actions of the 4 business lines and
leads the HSE network. Weekly meetings are organized with the entire In 2021, 35 Top Safety training sessions were organized (Morocco,
HSE network to discuss best practices and feedback from the sites. These Mexico, Germany, United Kingdom, Thailand, Slovakia, China, Poland,
moments of exchange and dialog make it possible to act to achieve Spain, France, USA, Russia, Japan, Canada, Hungary, Brazil, Czech
continuous, cross-functional and homogeneous improvement. Republic) i.e. 523 employees trained.
Occupational health and safety data is presented during ACT FOR ALLTM In addition, in 2021, the integration of HBPO into the program continued,
Committee meetings, which now include all of the Sustainable with the organization of Top Safety training courses in Canada, the Czech
Development topics. Republic, Germany, Hungary, Mexico, Slovakia and the United Kingdom.
At Plastic Omnium, safety is a subject for which everyone in the Furthermore, 19 Stop 5 sessions were organized (Argentina, Brazil, China,
organization is responsible, from operators to Senior Executives. France, Spain, USA, Mexico, Thailand, Poland, Germany, Russia, Slovakia,
Japan), i.e. 237 employees trained.
The Group’s policy is based on four pillars.
Stop 5 training is dedicated to team leaders and all operational teams
1. Defining and deploying the Safety management system applied by liable to work on the equipment, so that they may do so in complete
the business lines. safety. The number of safety training sessions is monitored on a monthly
ISO 45001 (Health and Safety) certification has been rolled out to all basis by each business line.
sites. In total, and despite the health crisis, 760 employees were trained in
The number of certified sites has increased by 5% this year. 2021, an increase compared to previous years.

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NUMBER OF MANAGERS AND TECHNICIANS TRAINED TO TOP SAFETY With the support of the Group and in collaboration with Intelligent Exterior
AND STOP 5 Systems, Clean Energy Systems carried out, for the first time, virtual reality
adaptations for two employee awareness programs: the Stop 5 training
760 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.
565 237
Two e-learning health and safety modules are included in the Welcome
pack for new recruits.
207
● The HSE Awareness module is available in English and French.
205 523 ● The How to improve Ergonomics module was translated into Chinese,
358 Technicians Portuguese, Spanish and Polish this year, enabling this training to be
87 (Stop 5 training) offered in seven languages.
118 Managers
(Top Safety training) These two modules are self-service on the My Learning Place platform.
2019 2020* 2021
4. Steering the key HSE programs and providing methodology support
to the business lines (equipment compliance, field visits, chemical
* Impact of Covid-19 on the organization of training courses risks, asbestos, Top Planet program, fire prevention and protection).
HSE reporting data is completed monthly at plant and business line level,
then consolidated at Group level. The monitored indicators include,
NUMBER OF TOP SAFETY VISITS PER EMPLOYEE PER YEAR amongst others, the number of workplace accidents (with and without lost
time) and first aid, the accident frequency and severity rates, the progress
3.03
of ISO 45001 certification, and the deployment of Top Safety training.
2.53 All sites are involved and must identify the implications of the teams on
2.39
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
2019 2020 2021 the 2025 target of a FR2 below 0.5.
This good result is based on the robust performance of 96 sites that have
* Impact of Covid-19 on the organization of training courses 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.

ACCIDENT FREQUENCY AND SEVERITY RATES (TEMPORARY STAFF INCLUDED)

  2019 2020 2021


FR1: Workplace accident frequency rate with lost time
in number of accidents per million hours worked 1.22 1.03  0.63
FR2: Workplace accident frequency rate, with and without lost time
in number of accidents per million hours worked 1.85 1.43  0.88(1)
SR: Severity rate of workplace accidents
in number of days lost per thousand hours worked 0.02 0.03  0.03

(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.

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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
8.62
of work situations through video simulations, games and interactive
videoconferences. These virtual and collaborative formats were perceived
by the teams as having greater impact.
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
4.80
new workstations were analyzed. The local ergonomics officer then
3.67 assesses the same situation in real life. A very close correlation was
2.87 observed between the results obtained. This year, 97% of workstations
2.12
1.85
have been assessed, almost reaching the target of 100% by 2025.
2021 Target 1.43
At Intelligent Exterior Systems, a simplified diagnostic tool has been
0.88 0.5 developed to enable operations referents to identify constraints related to
workstations, whether they are postural or related to lifting loads. The
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
deployment of this tool was supported by a training campaign so that the
* IFRS scope - FR2 Group scope including minority joint ventures = 0.69 teams could score the workstations autonomously. The cognitive factors
related to the interactions of individuals with a system or a product
ERGONOMICS (perception, complexity of the work, stress, complex processes linked to
The ergonomics of workstations is an essential factor in reducing the richness of the products, etc.) are included in the job analyses. All
accidents and protecting the health of employees. Musculoskeletal Intelligent Exterior Systems sites carry out risk ratings and 99% of
problems are among the most widespread occupational illnesses for positions had been assessed at end-2021.
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
Ergonomics is studied in two key areas: National Institute for Research and Safety) working group dedicated to
● in prevention during the design of future workstations: each new
machine is assessed according to ergonomic criteria before its
exoskeletons. In addition, one of the Group’s ergonomists is an expert on
the AFNOR X35A Standardization Commission, which is currently
4
installation on site; developing a standard on the assessment of exoskeletons impact. This
standard enables smaller companies to benefit from the maturity and
● in corrective measures on existing workstations when at-risk situations expertise of manufacturers such as Plastic Omnium. This collaboration
are detected: existing machines are assessed on site. also enables Plastic Omnium to interact with experts and monitor
The target is to have scored all workstations by 2025. Particular innovations in this area.
attention will be paid in the coming years to continuous improvement It is in this context that exoskeletons were put to the test at Intelligent
in workstation ergonomics. Exterior Systems in 2021 in order to verify their suitability to meet the
Clean Energy Systems and Intelligent Exterior Systems teams include demands of Plastic Omnium’s operators, processes and products. These
ergonomists responsible for rating workstations, identifying solutions and tests assess the cognitive and psychological aspects of the exoskeletons:
implementing preventive or, where appropriate, corrective measures. The team acceptability, practicality in use, impact on the operator of the load
networks of ergonomics officers (HSE network, Plant Managers, being supported differently. Communication campaigns were conducted
Department Managers, etc.) regularly exchange best practices through involving the sites concerned and employee representatives before
meetings and dedicated communication tools (newsletter, group on the introducing an exoskeleton. Their use remains optional and on a voluntary
“HIVE” Corporate Social Network). basis with, as a principle, their staged introduction based on feedback
from operators.

Ergonomics

  2019 2020 2021


Percentage of workstations assessed(1) 79% 90% 98%
Number of occupational illnesses declared 19 18 14
Number of occupational illnesses recognized 8 8 9

(1) Workstations assessed for Intelligent Exterior Systems and Clean Energy Systems.

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THE GROUP FACED WITH HEALTH CRISIS AND COVID-19 The commitment and development of each employee and teams are key
In the face of the Covid-19 pandemic, Plastic Omnium implemented, early to the Company’s success.
2020, a health protocol to guarantee the protection of its employees. This success also depends on mixed, multi-generational teams with
Many functions in the Group are involved in this area: different cultures. Enhancing equity, equal opportunity, and enabling
● the HSE and Human Resources functions are responsible for ensuring everyone to learn and progress within the Company improve the Group’s
the health and safety of employees as well as the good working performance.
conditions by regularly updating the protocols to be followed and by Respecting social dialog is fundamental in a company. Failure to do so
meeting the needs for PPE (Personal Protective Equipment) dedicated impedes consultation and blocks decision-making within the Company.
to anti-Covid protection;
● the Supply Chain functions are responsible for liaising with suppliers to TALENT AND KEY SKILLS MANAGEMENT
ensure the delivery of products and the restart of businesses. Risk description
The teams have shown great adaptability and a strong commitment in The mobility sector is facing a transformation that makes skills
order to ensure the continuity of service of operations in all of the Group’s management strategic. In this context, Human Resources must anticipate
business lines and activities. 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
Protocols have been established to specify the rules to be followed by an
growth, failing which it risks:
employee when carrying out his/her work (during meals and in the
cafeteria, organization of travel, meeting rooms, workstations and ● dampening the dynamism and performance of the Company and its
workshops). They also cover the rules to be followed when an employee adaptation to changing markets;
presents symptoms of Covid-19, the daily audit systems, the standards to
● losing talent and penalizing its attractiveness.
be applied for cleaning and the level of training/information to be given to
employees. 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
In 2021, a gradual protocol exit plan, in several phases, was established
discontent on the part of employees.
in order to adapt the measures according to the local health context (with
weekly feedback). It complements the local regulations in force.
The Group has chosen to continue the anonymous and confidential Policies and procedures
psychological support hotline set up in all countries during the In order to organize and manage current and future skills needs, Plastic
Covid-19 crisis in 2020. This action is part of the “Care for people” axis of Omnium worked in 2021 on the implementation of a common process
its ACT FOR ALL™ program. and methodology for all business lines. The actions taken aim to:
This free, anonymous and confidential helpline is accessible to all ● identify talents at all levels of the Company
employees and adult members of their families. In order to make the (country/region/division/Group) and, depending on the aspirations of
system easy to use, it is now available in 15 languages. each employee and their potential career path, implementing
In 2021, 135 people used this system. appropriate development programs;
● target the talent search for leadership and expert positions;

4.3.1.2  HUMAN RESOURCES RISKS ● strengthen the succession plan for key positions;

In a rapidly changing sector such as the automotive industry,


● increase support for tomorrow's leaders.
attractiveness and retention of key profiles and skills are the main risks Discussions were also conducted in 2021 on building a skills
factors. 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.

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In addition to this skills management process, Plastic Omnium offers ● Leading Success, for managers, and Booster have been postponed
programs to support and accelerate the development of its talents: 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 ● Leadership & Diversity: raising awareness of the value that diversity
best practices, an initiation to finance, human resources management
brings to business, understanding the mechanisms, conscious or
and strategy. This program has been adapted to meet sanitary
unconscious, that impact the development of a culture open to
requirements;
diversity. In 2021, one-third of Senior Executives took part in workshops
● Driving Success: a program offered to all new managers, which helps on this topic;
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 sessions of this workshop were attended by 50 participants.
combining classroom and remote learning activities. Some 40 plant
managers joined this learning community in 2021;

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.

PO ACADEMIES 4
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 In order to offer immersive training, Plastic Omnium provides more and
the training plan, from training requests to their realization. Formerly more virtual reality training. Training on the six non-negotiable health and
manual, this process is becoming more efficient and transparent as it safety issues has been adapted to this new method and other training
allows managers to monitor the progress of training projects in real time. projects are under development for 2022.
This standardized organization is being rolled out at 28 sites, covering half
of the Group’s managers.

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.

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TOTAL WORKFORCE OVER 10 YEARS(1)

26,924 27,301
26,583 26,419
25,828
25,046

20,097
18,956 18,846
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.

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TRAINING

  2019 2020 2021


Training commissions 39 37 37
Number of training participants 169,849 114,394 117,992
Number of training sessions per employee per year 7.3 5.1 5.4
TOTAL TRAINING HOURS 510,634 326,258 386,352
Training hours per year per employee 22 14 18
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 revised the operational performance assessment system to embed a
Development Reviews, held at any time of the year. They are an stronger, more objective and transparent recognition culture. The
opportunity to take stock of training courses, job changes, internal objective review process has been standardized and homogenized across
promotions, and mobility between business lines and geographic the Group, based on the principles of peer-to-peer assessment and
locations. real-time performance monitoring. The previous system, which provided
an annual review of results, has been replaced by an agile assessment
Plastic Omnium’s development in hydrogen mobility has also led to the
based on organizational needs and areas of employee expertise. It is now
definition of new positions that require specific expertise.
possible to modify and evaluate objectives throughout the year, in line
The internal mobility program has been structured to allow inter-business with the Group’s strategic objectives, and in order to adapt to the
lines mobility. A Mobility Committee was set up for this purpose in changing environment in which the industry operates.
November 2021.There was a decrease in mobility in 2020/2021 linked to
The setting of individual targets is aligned with the Group’s strategic
the sanitary crisis.
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 ● Innovation and digitization.
lead to a decrease in employee involvement which causes them to stray Compensation is also one of the key ways to attract and retain talent. The
from their objectives, impacting the overall performance of the Company. compensation policy is based on fairness and equality, with objective
The teams and their commitment are an element of differentiation and a criteria, leaving no place for discrimination of any kind. Although low, as
vector of success. 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
Policies and procedures gaps are analyzed and action plans are put in place to gradually reduce
them. Average wage levels are generally higher than the legal minimums.
Benefiting from a rich career path within the Group is one of the drivers of
employee commitment and performance for the Company. For this Plastic Omnium offers additional benefits locally, such as collective
reason, it was decided to create a special opportunity for looking at the incentive policies, sickness cover and a Group Savings Plan. At
aspirations and development of each employee, with the implementation December 31, 2021, the Group Savings Plan set up in France had 1,816
of the Development Review, in addition to the Performance Review. This employee subscribers, holding a total of 1,463,967 Compagnie Plastic
key review can take place at any time of the year. It is a special meeting Omnium SE shares purchased on the market, representing 0.99% of the
between each employee and their manager, who helps in its share capital (see section 3.6 Shareholding structure of Compagnie
implementation and recognition. This involves the employee and manager Plastic Omnium SE).
jointly defining an individual development plan based on the professional Lastly, Plastic Omnium is committed to creating a pleasant and caring
aspirations of each employee and the opportunities within the Company, working environment, both in plants and in offices: creation of landscaped
such as possible mobility between business lines or in different regions. open spaces, new offices and ergonomic chairs. “WELL” certification is
Recognizing the contribution of each individual to overall performance is once Levallois head office will have been upgraded.
also essential. For this reason, in 2021, Plastic Omnium completely

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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 Absenteeism is also a key indicator to measure employee engagement.
in an increase in the turnover rate this year. Within the Group, absenteeism remains at a very low level despite the
Covid-19 health crisis.

ABSENTEEISM RATE BY REASON

  2019 2020 2021


Absenteeism rate due to workplace accidents 0.02% 0.04% 0.04%
Absenteeism rate due to other causes 2.71% 2.54% 2.77%
TOTAL ABSENTEEISM RATE 2.73% 2.58% 2.81%

In order to measure the effects of Group's programs and initiatives on Such discrimination can have a number of consequences for a Group like
employee engagement, in 2021 Plastic Omnium worked on a new internal Plastic Omnium:
survey that will be rolled out in 2022. The survey will look at the needs ● deprive the Company of the wealth of diversified talents representative
and expectations of employees, measure commitment via a recognized
of society and have an impact on its overall performance;
indicator (Employee Net Promoter Score – ENPS), while identifying
potential drivers for improving the employer brand. ● 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 ● generate penal and financial penalties in cases of proven
(the Group’s 70 most senior executives), launched in 2020, continued in discrimination.
2021. Discussions focused on the following priorities:
● diversity; Policies and procedures
● market fragmentation; The diversity of talents and profiles within the teams is part of the
● carbon neutrality. richness of the Group. Plastic Omnium recognizes the need to provide an
inclusive work environment for all employees, with particular emphasis on
Each of these topics is covered by a dedicated operational roadmap: promoting the employment of young people, developing carrers for women
● the subject of diversity is broken down into a plan aimed at raising and integrating workers with a disability.
awareness among all employees of its value, and encouraging local The Group’s commitment to the United Nations Global Compact in
actions. It also supports the WoMen@PO network of internal employees 2003 was the basis of its Diversity Policy. The fight against all forms of
dedicated to the development of gender diversity within teams and the discrimination is regularly reaffirmed. It is incorporated into the Code of
professional development of female employees within the Company. Conduct. Initiatives for women and young people are also markers in the
● as the automotive sector evolves differently in different regions, this ACT FOR ALLTM program.
requires the Group to continue to adapt its organization to maintain its Plastic Omnium is convinced that diversity and inclusion are the source of
operational efficiency; better ideas and innovations that improve business performance. This is a
● the carbon neutrality roadmap was unveiled in December 2021 with major focus of its strategy, and is reflected in quantitative objectives
operational targets extending to 2030. throughout the organization and the implementation of an inclusive
working environment.
EQUAL OPPORTUNITIES/DIVERSITY AND INCLUSION
Diversity must be integrated into the corporate culture. This is why Plastic
Risk description Omnium has developed a training plan to counter misconceptions and
cognitive bias on these topics. The Group also wants to promote internal
Generating voluntary or involuntary discrimination could penalize overall
mobility and career opportunities for women by favoring local initiatives.
performance and make career opportunities more difficult for certain
populations (minorities, people with disabilities, women, young people). Plastic Omnium also developed a gender parity performance index in
This also prevents the creation of a favorable environment for the 2021. Created to assess the wage gap, it will then be shared with all
long-term integration of these populations. employees and, following its analysis, which began in July 2021, an action
plan will be drawn up to eliminate the differences observed.

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Career development for women At the same time, the Group aims for women to comprise 25% of the
permanent technical and engineering workforce by 2025. Four specific
In order to improve the place of women in the Group and the industry,
areas have been identified to increase the proportion of women in this
Plastic Omnium has set itself several objectives by 2030:
population:
● 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
Three areas of focus have been set to achieve these targets: apply for each job offer;

● identify and promote female profiles likely to match vacant


● take action to retain female technical profiles and aim for zero
management positions; voluntary departures from these positions;

● raise awareness among all employees of the benefits of a more diverse


● accelerate acculturation and eliminate entry bias through a specific
management team; training cycle for managers and engineers.

● support women from their arrival in the Group and develop appropriate Emphasis will also be placed on recruiting young talent through initiatives
career paths. such as “Elles bougent”.

BREAKDOWN OF WOMEN BY SOCIO-PROFESSIONAL CATEGORY

  2019 2020 2021


Number of women 5,956 5,888 5,737
Proportion of women in the Group 25.7% 26% 26%
Number of women managers & engineers (M&E) 1,100 1,121 1,136 4
Proportion of women at M&E 21.2% 21.6% 22.2%
Number of women directors* 48 53 60
Proportion of women directors 13.7% 14.7% 15.7%
Number of women M&E hired during the year 156 111 163
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 Partnerships with associations are an interesting lever to help change
its various governance bodies and for its managerial staff. The number of clichés and stereotypes. Plastic Omnium’s female employees, sponsors of
women in all management grades increased in 2021.Plastic Omnium took the Elles Bougent association, promote technical and engineering careers
part in the Women Automotive Summit organized by the Women among young women in order to attract them to scientific trainings and
Automotive Network, which took place in June via a digital platform. This careers.
international event on the inclusion of women in the automotive industry
During the tenth edition of the Industry Week, on the theme “Inventing a
brought together more than 6,000 people. The Group’s participation took
sustainable future”, Laurent Favre, Chief Executive Officer, Félicie Burelle,
the form of discussions between industry professionals on diversity and
Managing Director, and the association Elles Bougent, invited girls nearing
technology. Employees feedbacks were very positive and the Group plans
the end of middle school from the Theodore Monod College in Gagny to
to renew its participation in 2022.
visit Plastic Omnium’s head office. On this occasion, Plastic Omnium had
In France, the internal WoMen@PO network, launched in April 2019, the honor to welcome Agnès Pannier-Runacher, Deputy Minister to the
brings together 180 women and men wishing to raise awareness among Minister of the Economy, Finance and Recovery, in charge of Industry, and
their colleagues and generate dialog on the subject of diversity and Céline Calvez, member of Parliament for 5th Hauts-de-Seine district. The
inclusion. They are supported by three sponsors belonging to the Group’s aim was to raise awareness among schoolgirls of careers in industry, to
Executive Committee. This year, the program was extended to Asia, at a encourage them to choose technical or engineering professions and
large online event bringing together more than 300 employees in seven enable them to discover the key professions that will contribute to
countries, as well as in the United States. The extension to Spain is tomorrow’s sustainable mobility.
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 The four French entities calculated their 2021 Gender Equality Index
will support ten high-potential female employees in this way through (based on 2020 data), which has been mandatory in France since the
training and monthly discussions. The mentored employees will be chosen start of 2019. Three entities out of four scored of between 93 and 94. The
using the People review program for a period of 12 to 18 months, allowing fourth had a score of 84, up by four points from 2021.
for rotations. At the same time, the Group has created a new program

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The identified areas for improvement confirm the main direction taken by ● in France, with École Centrale Lyon and with Raid Centrale Supélec.
the Group over several years: the promotion of women to management Plastic Omnium is also the sponsor of the 2020-2021 “Plastronics
roles. 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;
● Joint first place in the report on the proportion of women in SBF 120
governing bodies (automotive industry). ● in the United States, with Kettering University in Michigan;
● For the second consecutive time, winner of the Diversity Awards – ● in Slovakia, with STU-Slovak University of Technology at Bratislava, the
“progress in France” category – organized by the WAVE – Women And team of students of Bratislava STUBA Green Team in the field of
Vehicles in Europe Association of which Plastic Omnium is a partner. automotive sport and the Silesian University of Technology in Gliwice;
● in Poland, with the Lublin University of Technology;
BREAKDOWN OF EMPLOYEES BY GENDER AND AGE BRACKET ● in Romania, with the University of Pitesti;
● in India, with the CADCAMGURU Solutions Pvt. Ltd training provider.
Men Women
The Group took part in events for young people:
> 65 years 0.2% 0.1% ● a new creative project was launched in 2021 with the CREAPOLE
design school in Paris. Students were challenged to identify innovative
61 to 65 years 2.5% 1.8% solutions for materials and in particular the use of plastic in the
automotive industry. Three projects were selected by Plastic Omnium’s
56 to 60 years 8.1% 7.2%
teams. The winners are spending six months in the ∑-Sigmatech R&D
center to explore and deepen the scope of research on these new
51 to 55 years 11.5% 10.6%
materials;
46 to 50 years 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
41 to 45 years 13.1% 15.3% States;

36 to 40 years 16.1% 14.9%


● the Group took part in the virtual event MonJob@FuturAuto organized in
November by the Société des Ingénieurs de l’Automobile to present its
31 to 35 years 17.5% 15.2% business lines and skills requirements;
● for the second year in a row, Plastic Omnium sponsored a team of high
26 to 30 years 14.2% 13.5% school students from Oakland Schools in Michigan (USA) to participate
in the “FIRST” robotics competition.
≤ 25 years 6.2% 8.2%

20 15 10 5 0 5 10 15 20 Performance
The Group continued its policy of recruiting interns and apprentices
this year. Thus, 875 interns, VIEs and apprentices were welcomed and
Promotion of youth employment supported in 2021, i.e. 71 more than in 2020 thanks to policies to recruit
Strengthening its appeal to young people in order to attract the talent young people on work-study contracts. In ten years, more than 400 young
needed to achieve Plastic Omnium’s ambitions is a key pillar of the talents have taken part in the Group’s international VIE program. Plastic
Diversity Policy. As such, the Group frequently meets students in schools Omnium won a prize in the Large Enterprise category of the “Grand Prix
and universities. VIE” organized in July 2021 by Business France, MEDEF and the CCE
(French Foreign Trade Advisors). Moreover, there were no incidents of
Partnerships are thus set up with schools developing the Group’s strategic discrimination to report in 2021.
skills:

  2019 2020 2021 Target 2025


Number of ongoing interns/VIE/apprentices 816 804 875 1,000

Workers with disabilities continue actions and anchor a long-term policy in France to support the
employment of people with disabilities. This is an agreement approved by
For several years, the Plastic Omnium Group has chosen to promote
the DRIEETS (Regional Interdepartmental Department for the Economy,
strong diversity within its Company. Diversity is an asset and contributes
Employment, Labor and Solidarity); its approval was issued by the
to better overall performance.
Departmental Employment Commission on October 19, 2021.
In November 2019, Plastic Omnium also signed the Manifesto for the
Policies and procedures Inclusion of People with Disabilities in Economic Life(1). In keeping with
Following a four-year agreement with AGEFIPH (Association de Gestion du one of the commitments made at the signing of this manifesto, the Plastic
Fonds pour l’Insertion Professionnelle des Personnes Handicapées), an Omnium website was revamped in 2021. In this context, Plastic Omnium
agreement on the inclusion of people with disabilities was signed in directed its teams to design an accessible website, in accordance with
September 2021 by all trade unions representing the Group in France for Article 47 of French law no. 2005-102 of February 11, 2005 for equal
the period from 2022 to 2024. This agreement should make it possible to rights and opportunities, participation and citizenship of people with
(1) https://handicap.gouv.fr/le-manifeste-inclusion-enclenche-une-nouvelle-dynamique

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disabilities. The aim is to make content available to as many people as European Week for the Employment of People with Disabilities and
possible, regardless of the hardware or software they have, their network enables pairs of people with disabilities and volunteer professionals to be
infrastructure, their geographical location or their physical or mental skills. trained together. This year, the day was held in person on the Group’s
The Group is committed to making regular corrections to future content, in sites. Three pairs from two sites were thus able to be involved; a total of
order to improve the internet experience of users with disabilities (visual, 19 employees volunteered.
hearing or cognitive impairments, motor disabilities).
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
In France, Mission Handicap, part of the Human Resources Department,
participate in the negotiations on the Plastic Omnium Disability
works to include more people with disabilities in the workplace. It relies on
Agreement.
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 In order to promote the recruitment of people with disabilities in France,
and one contact person per site within the Human Resources team; 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;
● launch of a mentoring initiative between Plastic Omnium France
2) job retention;
employees and students with disabilities. This mentoring takes place
3) recruitment of new employees with disabilities; over a period of one year with several hours of support each month.
4
4) purchases from ESAT (French Establishment and Work Assistance These efforts led to the hiring of three people with autism spectrum
Service) or EA (Adapted Enterprise) suppliers; disorders. Awareness-raising was conducted among the teams prior to
these recruitments and a specially adapted integration process was
5) management and monitoring of the disability policy in France.
implemented.
Plastic Omnium works on a multidisciplinary basis to seek solutions to
Inform and raise awareness keep its employees, particularly those who declare themselves to be
disabled, employed. Job retention thus involves the HSE teams, including
Raising awareness is one of the key success factors in building a culture
ergonomists, the Mission Handicap, occupational health services, social
that promotes diversity, particularly by removing conscious and
workers, Cap Emploi and other outside experts. Working groups with
unconscious bias. In this regard, several actions were carried out in 2021:
ARACT (Regional Agency for the Improvement of Working Conditions) were
● discovery of a quarterly theme on disability: autism spectrum disorders, also organized at the Hauts de France region sites in 2021.
disability sport, cancer and work, and musculoskeletal disorders (MSD).
Encourage purchases from the sheltered sector
These themes are communicated via posters, videos and a practical
guide; Purchases from the protected and adapted sector are also an essential
● video testimony of an autistic employee posted on the intranet and means of supporting the employment of workers with disabilities. All
French sites work with ESATs – the French Work Assistance Establishment
relayed on social networks;
and Services – or EAs – Adapted Enterprises. Plastic Omnium spends
● webinars on digital accessibility for tertiary sites; more than €2 million each year with around twenty suppliers in areas
● publication of articles on the intranet, display screens in break rooms such as printing, maintenance of green spaces and branding of
on Plastic Omnium sites; promotional items. The aim is to diversify and strengthen the services
purchased. 2021 was marked by the renewal of a beam supply contract
● publication of an article in the internal global newspaper “Optimum”, on with the supplier AMIPI-Bernard Vendre Foundation.
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
An awareness campaign was launched for the European Week for the purchasing networks for the protected and Adapted Work Sector. UNEA
Employment of People with Disabilities (SEEPH) from November 15 to 21, (which comprises Adapted Enterprises) and GESAT (which brings together
2021, on the theme of inclusive behavior and the new Group Agreement the French Work Assistance Establishment and Services and Adapted
in France for the inclusion of people with disabilities, effective January 1, Enterprises).
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
Plastic Omnium has renewed its participation in the DuoDay that took France in order to consider new collaborations with a panel of suppliers in
place on November 18 and was an opportunity to include people with the sector.
disabilities in the corporate world. The DuoDay is carried out as part of the

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Each site has various initiatives: the α-Alphatech and Σ-Sigmatech sites finance the manufacture of connected glasses by the start-up WY-ES,
have brought in an external service provider to raise awareness among which enable patients with locked-in syndrome to communicate with their
employees and offer personal support to employees who so wish. In families. Plastic Omnium added a matching fund to the pot and the check
2021, Σ-Sigmatech employees also took part in a fundraising campaign to was handed over on November 22.

Performance
WORKERS WITH DISABILITIES

  2019 2020 2021


Number of workers with disabilities 377 393 421
Workstations adapted for workers with disabilities 49 40 55
Number of workers with disabilities recruited in the year 29 21 28

SOCIAL DIALOG particularly when the business shutdowns were not or only partially
compensated for by the public authorities. In 2021, the Group also had to
Risk description put in place, in consultation with employee representatives, measures to
adapt to the “stop and go” of customer production linked to the
Social dialog concerns collective bargaining in which employees are semiconductor supply crisis. These constant adjustments and this
informed and consulted. The absence or poor management of social flexibility are monitored within each business line.
dialog impacts the Company’s productivity.
For activities that allow this, the Group has defined the principles of
Failure to facilitate social dialog within the Company can lead to a loss of teleworking and, in 2021, initiated negotiations or consultations with
cohesion and harm the development of a sense of belonging. The poor employee representatives and trade unions in the various countries. The
management of social dialog can also hinder the development of the agreements or charters implemented comply with the principle of a dual
Company, which is required to consult social bodies on certain economic voluntary service on the part of the employee and their manager. Each
and social issues. site has then the opportunity to adapt this base according to local
constraints and different business lines. The employees impacted can
Policies and procedures have up to two days of teleworking per week. The Group has also taken
care to maintain and promote a teamwork dynamic, particularly after
Plastic Omnium’s labor relations policy aims to develop dialog and periods of confinement during a physical return to work.
consultation in all countries where the Group operates. Social dialog is
organized at the level of the support functions. Plastic Omnium Group In 2021, health measures once again impacted the organization of
oversees the work of the European Consultation Committee and meetings set up as part of social dialog. The teams organized themselves
negotiations for all business lines and it monitors decisions taken in each to keep these meetings in the form of videoconferences when necessary.
country. 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
Performance
together 39 members from ten different countries and from all Plastic
Asian, European and American sites have experienced shutdowns due to Omnium business lines, held in June 2021. In addition to the annual
population lockdowns and customer shutdowns. Plastic Omnium has plenary meeting of the committee, a bureau of five members elected by
made use of the partial employment schemes set up in the various the committee meets regularly and on an ad hoc basis as required.
countries, while ensuring that a minimum salary level was maintained,

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In a context of a rapidly changing market and transformation projects for Conclusion: Employer of choice
the Group, Senior Management wishes to maintain regular
communication with its managers: The Group’s success is based on the skills, know-how and commitment of
its employees. Talent and skills management enables the Group to
● online Management Workshops were conducted with 70 senior maintain a high level of expertise and anticipate future needs while
executive (two in January and one in November); making Plastic Omnium an employer of choice. This involves:
● Directors’ webcasts addressed the Group’s 400 directors (in February, ● improving the employee experience through professional development;
July and November);
● reinforcing the robustness of internal mobility and career development
● in the same vein, Industrial Activities brought together their senior processes;
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 To increase its attractiveness, the Group continues to develop its
during “Meet the CEO” video-conference sessions. This resulted in rich employer brand. The Group’s LinkedIn page had 145,000 subscribers at
direct discussions with more than 150 employees in 2021, divided into the end of 2021, up 18% compared to 2020. 124 notices were published
12 sessions. The principle is simple: for each session, around 15 on it during the year. The website had more than 78,000 visitors to its
employees representing the variety of professions and sites in a country career pages. 995 job offers/internships were published in 2021 (vs. 442
have the opportunity to openly discuss subjects of their choice with the in 2020) and an average of 2,448 applications were received each month
Chief Executive Officer, such as Group strategy, customer relations, the (vs. 1,684 applications per month in 2020).
local market, the career development expectations, etc. For Laurent
Favre, these high quality exchanges are a way of gathering valuable
feedback.
4.3.2  SOCIETAL STAKES
The Group implements an editorial strategy of sharing Company news with
the teams:
● on Topnet, the Group’s intranet, 164 news items were published in 4.3.2.1  BUSINESS ETHICS AND TAX EVASION 4
2021, or 14 per month on average, a similar number to the
previous year. In addition, each employee now has the opportunity to RISKS
share local news via a space called PO Voices.
Risk description
● the most significant news items are sent directly in the form of emails
Within an international Group such as Plastic Omnium, it is particularly
under the banner Topnews. Twelve mailings were sent to all employees
important to take into account the risk of business ethics and tax evasion.
this way;
This risk can cover several topics: fraud, corruption, conflicts of interest,
● a summary of the information is then provided on a monthly basis to all insider trading or anti-competitive practices. It may concern isolated acts
sites around the world, so that they can be shared on their that do not comply with the regulations in force or the policies and
communication screens, which are usually situated in break areas. procedures of Plastic Omnium. The Group would then be exposed to
Each month, an average of 65 sites broadcast them; financial sanctions from the authorities and could see its image tarnished.
● lastly, the Group publishes a bi-annual internal magazine called
“Optimum”, whose content is developed from editorial committees Policies and procedures
bringing together all of the Group’s business lines and corporate
functions. This magazine is translated into eight languages and is To prevent the occurrence of such isolated acts. Plastic Omnium has
available to all employees digitally or in print. The last issue featured formalized its Code of Conduct since 2003 and reviews it regularly. The
the Group's carbon neutrality roadmap. last update in 2018 was an opportunity to split the document into two
parts: commitments and obligations of Plastic Omnium to employees and
Feedback culture is becoming widespread throughout the Group, with vice versa. It was also on this date that the Plastic Omnium whistleblowing
increasingly regular surveys conducted in the various functions to assess procedure was introduced in the Code of Conduct. In 2020, the HBPO
the effectiveness of actions. subsidiary adapted the content of its own Code of Conduct to make it
● Thus, short questionnaires are systematically sent after the main consistent with the Group’s Code of Conduct. These Codes of Conduct
managerial communications. present the non-negotiable rules that the Group has set itself in terms of
respect for Human Rights, fundamental freedoms, health and safety,
● In May, the IT Department conducted a satisfaction survey on the IT diversity, the environment and preventing discrimination, fraud, corruption
Department: 1,521 respondents reported a general perception of and influence peddling. They also remind the commitments required of its
3.6/5. employees: protecting the Group’s assets and image, guaranteeing
● In June, the Communications Department conducted a satisfaction product quality and safety, and complying with ethics rules and
survey on internal media: 2,284 respondents assessed their level of regulations. The Codes of Conduct are translated into the main languages
information at an average of 3.4/5. in force within the Group, i.e. 22 languages to date.
● Lastly, in November, the Finance & IT Department conducted a survey The Group trains employees on Codes of Conduct and internal rules.
on the expectations of its various internal customers with regard to its
business transformation project.

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In addition, Plastic Omnium’s membership of the United Nations Global 6. whistleblowing mechanism: alerts from employees to report behavior
Compact since 2003 requires it to comply with the 10 principles relating or situations which infringe the Code of Conduct are collected
to respect for Human Rights and international standards on labor, by e-mail (corporatesecretary.ethicsalert@plasticomnium.com), mail
environmental protection and the fight against corruption. (Compagnie Plastic Omnium, Alerte Éthique, 1, allée Pierre Burelle,
92300 Levallois-Perret, France or other means), employees may also
The Internal Control and Compliance Committee is comprised of
inform their managers or Human Resources of any breaches of the
managers from Human Resources, Finance, Compliance, Risks, Internal
Code of Conduct, if they wish. Alerts are treated anonymously. The
Audit, Legal, and business lines Departments. It guides the Group’s
process is described in the Code of Conduct, available in 22
policies and actions and relies on a network of Compliance
languages on the intranet and on the Group’s website. The
correspondents around the world.
procedures for handling alerts are the subject of an internal
Mechanisms to comply with the French law known as the Sapin 2 law procedure for employees, available in 22 languages on the Group’s
(Law no. 2016-1691 of December 9, 2016 on transparency, the fight intranet. In order to handle with these alerts, they are all tracked in an
against corruption and the modernization of economic life) were put in internal dashboard. Alerts are recorded by type, reporting mechanism
place and implemented by the Group as follows: and monitoring. HBPO alerts are reported by the compliance officers.
For Intelligent Exterior Systems and Clean Energy Systems, the
1. the Code of Conduct;
principal reporting method is through line management, followed by
2. employee training and awareness: e-learning training continued the alert mechanism presented above. For these business lines
throughout 2021. Initially available in four languages (English, (Excluding HBPO), new processing procedures were implemented in
German, French and Spanish), the Code of Conduct e-learning 2021: alerts are examined by an ad hoc committee composed of the
module was translated into three additional languages (Slovak, Polish Compliance, Human Resources and Internal Audit Departments. This
and Chinese) in 2021 to ensure coverage of countries where the committee studies the alerts, the need to call on an internal or
number of employees identified as at risk is the highest. Whenever a external third party to investigate, decides on the response to the
new language is available, the employees concerned must follow the alert, monitors progress and/or closes the alert;
training in their own language. This e-learning is also mandatory for
7. disciplinary regime: at Plastic Omnium, the Code of Conduct has the
all new Group employees.
same legal effect as Internal Rules where the law allows. A zero
In 2021, Plastic Omnium supplemented its “Compliance Days” training tolerance policy has been introduced by the governing body: any
campaign, with the aim of training at-risk populations (Executive breach of the rules of the Code of Conduct may expose employees to
Committee, Finance, Human Resources, Quality, Sales, Buyers, etc.) in disciplinary sanctions. Where permitted by law, a reference to the
local languages in conjunction with local lawyers on three topics: Code of Conduct has also been added to employment contracts. From
2022, at the request of the Compliance Department, the Human
● competition,
Resources Department (through local Human Resources
● anti-corruption, Departments) must report to the Compliance Department all
● conflicts of interest. disciplinary sanctions taken in the context of violations of the Code of
Conduct;
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 8. internal control mechanism and assessment of measures
will be created to detect and prevent the risks of corruption and factual implemented: the Internal Audit Department performs an annual
situations encountered by Plastic Omnium in all the countries in which the audit of its entities and sites to ensure compliance with procedures
Group operates. This module will be available in all 22 languages as well and the efficiency of the processes to prevent, detect and correct
as dialects specific to certain regions. wrongdoing. In 2021, 23 audits were conducted.

In 2020, HBPO introduced its own e-learning module, incorporating TAX EVASION
training videos made available by the United Nations. A three-year plan Due to its presence in 25 countries, Plastic Omnium is subject to a
provides for the gradual enhancement of e-learning as well as the training significant number of often complex tax regulations, the structure and
of all managers and administrative staff; interpretation of which are likely to generate risks.
3. corruption risk mapping: : the mapping was conducted in 2018 for The Group has therefore defined a certain number of principles that
Clean Energy Systems and Intelligent Exterior Systems and in 2019 govern its tax policy:
for HBPO. A review of the risk mapping is planned for 2022.
● compliance with the laws and regulations in force in the countries in
4. procedures for evaluating third parties: when referencing third which it operates, including the filing of tax returns and making the
parties, in addition to financial analyses, Plastic Omnium conducts required payments on time;
CSR performance assessments with a particular focus on the risk of
● a commitment not to create subsidiaries in so-called "non-cooperative"
corruption. Third parties are also asked to sign up to the Group's
countries or to use structures lacking economic substance in the event
Suppliers’ Charter and are subject to assessments and audits;
of the acquisition of such a structure as part of a M&A (Mergers &
5. internal or external accounting audit procedures: these are designed Acquisitions) transaction, Plastic Omnium would endeavor to liquidate it
to ensure that the books are not hiding corruption. These procedures to the extent possible;
are regularly audited by internal audit at subsidiary, site or
● the implementation and regular update of a transfer pricing policy in
administrative function level;
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;

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● the Group publishes a list of its consolidated subsidiaries and provides subject to the General Data Protection Regulation (GDPR), relies on a
the French tax authorities with a country-by-country tax report. dedicated organization: two internal Data Protection Officers (DPOs) steer
GDPR compliance with the support of a network of correspondents in
The Tax Policy is approved by the Company's General Management, on the
each country. This organization enables data protection principles to be
proposal of the Group Tax Department, which is responsible for
incorporated into the management of new projects from the design phase
implementing it, in collaboration with the local Finance Departments,
(Privacy by design). In 2021, Plastic Omnium formalized its commitments
under the supervision of the business lines.
in a Personal Data Protection Policy.

Performances
Performance
The performance indicator, the Ethics Awareness Index, defined in
The development of the cybersecurity culture within the Group is a major
2019 as a marker for the ACT FOR ALLTM program.
stake in preventing this risk. For this reason, Plastic Omnium has rolled
In 2021, the index was calculated based on the proportion of targeted out a new cybersecurity training program for all its employees. This
employees who achieved a score of 80% or more in the Code of Conduct e-learning module, available in 17 languages, raises the awareness of
e-learning module during the year. The targeted employees are new hires attendees to the major cyber risks and reminds them of best practices to
and employees whose Code of Conduct online training was made be implemented. In addition, the Group conducts regular phishing risk
available in their local language during the year. Thus, in 2021, the index awareness campaigns. Phishing is a fraudulent technique intended to
was 89.5%. 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
4.3.2.2 CYBER RISK IS CONTINUITY OF SERVICE – 1,300 employees in 2021. This type of exercise will be rolled out to all
DATA PROTECTION sites in the coming years.
Cybersecurity challenges are taken into account at all stages of project
Risk description development. A risk analysis is carried out from the project design phase
A cyber risk is defined as any risk of financial loss, business interruption or (Security by design). When a new risk is identified, the risk mapping is
damage to the reputation of a company due to a failure of information updated as well as the roadmap and strategic cybersecurity plan. A
quarterly Cybersecurity Committee oversees the plan to reduce these
4
technology systems.
risks.
The digital transformation and digitalization of the business lines and
activities results in an increase in the digitization of the processes and As part of a continuous improvement approach, an internal system to
volume of data managed by the Company. This transformation, which has assess the level of maturity of industrial sites is implemented. External
been further accelerated in recent years due to the health situation, must audits are also carried out: in 2021, nine sites were certified or had their
be accompanied by appropriate security of systems and data in order to certifications renewed with TISAX – Trusted Information Security
protect Plastic Omnium from all IT attacks and cyber-attacks. Assessment Exchange – the standard used in the automotive industry.

Policies and procedures 4.3.2.3 PRODUCT SAFETY AND QUALITY,


Within the IT Department, the Cyber Defense Department manages data AND CUSTOMER SATISFACTION RISK
protection and network security. Safety rules are formalized within an IT
Security Policy as well as in a charter for the use of communication Risk description
resources and IT tools to ensure the cooperation of all employees in the Plastic Omnium products (fuel tanks, bumpers, etc.) are safety
preservation of the Group’s IT systems. components subject to many standards and strict requirements to deliver
The ability to detect and deal with cybersecurity incidents is a priority. complete satisfaction to direct customers and end-users. A quality or
Investments are made every year to strengthen the Group’s safety problem could have serious human or financial consequences and
cyber-resilience. Plastic Omnium has a Security Operating Center which would permanently damage the Group’s reputation.
detects and analyzes security events on IT systems. Each year, this Center Guaranteeing a quality product is a key issue for Plastic Omnium,
is enhanced with new controls. After the formalization of a cyber crisis reflected in the attention paid to all stages of the product life cycle:
management process in 2020, the IT teams conducted a cyber crisis design, manufacturing, usage and end-of-life.
management simulation exercise in 2021.
Plastic Omnium is involved in various associations such as CLUSIF (French
Policies and procedures
IT Security Club), CESIN (Club of IT Security and Digital Experts) and
CIGREF (IT Club for French Groups and Companies). These clubs bring Product safety and quality are included in Plastic Omnium’s Code of
together major French companies, including car manufacturers, and share Conduct and stated as a priority for all employees. The rules of conduct
information (latest attacks, exchange of best practices, new provide for ensuring both product compliance and health, safety and
technologies, etc.). The ANSSI (French National Cybersecurity Agency) is quality standard at every stage of manufacturing, from design to
also an important source of information to monitor and guard against new distribution. No production is authorized without the validation of the
and emerging threats. The Group pays particular attention to the issues of control systems by the quality teams. This is integrated into all of the
personal data protection. In Europe, the protection of personal data, Group’s projects.

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Quality is therefore a major pillar of operational excellence, which is one of laboratories), the teams carry out digital and physical tests using climatic
the fundamentals of the Group’s success. It is carried out on a daily basis chambers and vibrating bridges or by performing pedestrian crash tests.
by all employees. Plastic Omnium’s strategy is based on creating The teams also began a feasibility study for an innovative system to see
customized solutions to meet its customers’ current needs while investing and detect defects during the manufacturing stages.
in the optimization of its industrial network: the transition to Industry 4.0
Within Clean Energy Systems, quality tests are organized at the Group's
optimizes its industrial processes and ensures high standards in terms of
Research and Development sites.
products quality and customer satisfaction.
Complete product traceability (traceability of the components,
Driven by the Quality Department of each business line with its own
identification of the delivery) is systematically recorded and the
policies and resources, quality is embedded in several areas to ensure
traceability data is saved. It is effective on an ongoing basis.
compliance throughout the product life cycle:
Quality requirements also cover the needs and specifications of
● operational quality;
customers. A reaction plan is set up in the event of customer complaints:
● project quality; transmission of information within the plant, processing, immediate
disposal of parts, analysis of inventories and parts in transit. The quality
● system quality;
teams monitor incidents in the field in the customer portals on a monthly
● supplier quality. basis.
In 2021, the Clean Energy Systems teams worked at improving their The expectations and specificities of HBPO’s customers tend to change,
quality strategy. Their quality approach focused in particular on the which leads teams to analyze and sometimes break down existing
operational quality culture and non-compliance, with the aim of reducing processes in the plants in order, for example, to reduce energy
the costs of quality failings by 2026. consumption during manufacturing.
Within Intelligent Exterior Systems, the Quality Department works together
Operational quality with the Innovation Department on risk analyses related to future
Operational quality represents the resources and methods used by Plastic customer expectations. As such, changes are under way, in particular on
Omnium to ensure control of all its quality processes and the quality of its the integration of ADAS (Advanced Driver Assistance Systems) functions
products. for autonomous vehicles.
Building and promoting a culture of quality in the business lines is
essential to ensure operational quality. The success of a quality program System quality
depends first and foremost on a robust organization, mastery of key System quality includes the quality management systems implemented
information, strategic skills and driving leadership. within Plastic Omnium’s business lines. The Integrated Management
System (IMS) makes it possible to manage several quality systems by
Strict rules are established and presented during quality training on the
integrating the objectives of each one into an overall performance
management of defective or suspicious parts, inspections,
strategy.
measurements, error detection or process control.
Clean Energy Systems integrated the quality systems covering the
In 2021, as part of the OMEGA project, Intelligent Exterior Systems
requirements of ISO 14001 (Environmental Management System),
improved standardization in the business lines by mapping the
ISO 45001 (Occupational Health and Safety Management System),
operational requirements of the various functions. An internal roadmap
ISO 50001 (Energy Management System) and IATF 16949 (Quality
provides for the monthly communication of new operational standards in
Management System specific to the automotive industry).
order of priority, over a total period of three years. The objective of this
project is to improve industrial performance and standardize methods This year, the IMS is still in the adjustment and improvement phase: the
across all of the business line's production sites. internal organization has been restructured allowing the establishment of
leadership that is centralized and clearly defined by role across the entire
Intelligent Exterior Systems also has a training library of around
scope.
80 modules. These training courses cover all quality needs and
requirements: training on customer requirements, processes, risk This IMS aims to reach global operational excellence by covering all
analyses and mindset. processes. It enables a strong quality culture to be developed throughout
the organization and promoted to suppliers, customers and partners. It
HBPO has mandatory online training for everyone and on-site training in
also strengthens the quality spirit within the Group with its six quality
plants. Due to the diversity in types of plants, training is carried out
principles based on non-compliance management, work quality standards,
according to the risks and on-the-ground observations reported by the site
customer requirements, work environment, problem solving and
quality managers. In 2021, training courses focused on quality processes
continuous improvement.
and their improvement.
HBPO also has its own IMS which includes in particular the IATF. The IMS
Project quality 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
Project quality covers all the processes put in place by Plastic Omnium to
Group’s challenges and prioritize the reduction of greenhouse gas
ensure the development of products that meet customer requirements
emissions and costs in its overall performance.
and specifications.
The digitization of quality systems also makes it possible to improve data
All products are assessed from an end-user security risk point of view right
management and the quality of reporting. The Clean Energy Systems
from the design phase. Projects are tested with a mechanical risk method.
teams worked on the introduction of a new data management tool. The
Customer Specific Requirements (CSR) are incorporated into the quality
purpose of this internal system is to make the decision-making process
processes.
more objective, make data collection more reliable and to automate the
Within the Intelligent Exterior Systems laboratories, two of which are traceability of information.
ISO 17025 certified (the certification for testing and calibration

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Quality audits and certifications 4.3.2.4 RESPONSIBLE PURCHASING/SUPPLIER


The quality approach is reflected in the certification of all sites according RISK
to the IATF 16949 standard (Quality Management System), in the
performance of internal product/process audits and in the follow-up of Risk description
remarks made by teams dedicated to compliance with quality protocols.
Due to its international reach and multiple locations, Plastic Omnium is
Internal audits are mandatory. Non-compliance and recommendations particularly vigilant about the consequences that the activities and
systematically trigger an action plan submitted for validation by the behavior of its suppliers, subcontractors and service providers could have
auditors. Executive Committees in the plants also steer an audit approach on the Group. A breach by one of these stakeholders of laws and
to verify standards, carried out at the managerial level and commonly regulations relating to the environment, human rights or business ethics
known as LPAs (Layered Process Audits). may affect the Group’s operating activities, economic performance,
In 2021, the semiconductor crisis coupled with certain border closures reputation or compliance and it may harm society.
prompted teams to adapt urgently to meet the requirements of the
standards: all the audits planned for 2021 were carried out, including Policies and procedures
those initially planned for 2020 but delayed until 2021.
Plastic Omnium is developing a responsible approach to its purchases and
The proportion of IATF 16949-certified sites in 2021 was 97% (98 sites supplies. Establishing a responsible supply chain requires close
out of 101), is due to the opening of new sites which have now started the collaboration with suppliers and for the Company to ensure that risks are
certification process. For Intelligent Exterior Systems, 36 out of 38 sites known and controlled. For this, the Group relies on three pillars:
are certified, 39 out of 39 for Clean Energy Systems and 23 out of 24 for
HBPO. ● 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 ● commitment of suppliers to the Group’s Sustainable Development
organization of the Purchasing Department. Each business unit has an Policy, ACT FOR ALLTM.
activity dedicated to the selection and management of suppliers and a
development activity. The relationship with suppliers revolves around the This ambition fully meets the principles of responsibility to which the 4
qualification of the components and parts assembled into the finished Group refers by adhering to:
products. Benchmarking of internal suppliers includes the robustness of ● the United Nations Global Compact;
the quality management system: ISO 9001 or IATF 16949 certification is
required, followed by an on-site audit. Finally, throughout the partnership, ● the Fundamental Conventions of the ILO (International Labor
materials and components are regularly checked upon receipt or during Organization) and the ILO Declaration on fundamental labor principles
the manufacturing process. and rights;

In each country and at the Engineering Center level, a team of experts ● the OECD guidelines.
monitors quality with the suppliers of more common products such as Plastic Omnium also contributes to the achievement of certain United
resins, paint, glue, chrome, tooling, etc. This year, the semiconductor crisis Nations Sustainable Development Goals SDG (see pages 144 to 146).
had an impact on supplier performance. The teams had to adapt their
operations (stop & go) according to supplier production stoppages. The Plastic Omnium Group has around 25,000 suppliers. These are classified
other consequence of this crisis was the lack of internal resources of into three categories according to their level of integration into Plastic
suppliers, which could potentially impact the quality of the products Omnium’s business:
delivered. HBPO, whose business depends heavily on its suppliers, had to ● suppliers of "direct" goods comprising the BOM – Bills of Materials: raw
increase the rate of supplier checks and audits in 2021 in order to materials, components or manufactured by-products used in the
monitor and filter out compliant products from non-compliant products as composition of a product;
early as possible.
● suppliers of production-related equipment;
● suppliers of so-called "indirect" goods and services not included in the
Performance
products.
Number of R&D centers:31
In addition, the Group’s commitments in terms of carbon neutrality and
Number of employees in R&D centers: 2,455 the significant impact of purchasing led, amongst other things, to the
creation in 2020 of the position of Group Purchasing Performance
Patent families filed: 57 in 2021
Director, an associate member of the Executive Committee, and to the
Percentage of sites certified IATF 16949: 97% in 2021 creation in 2021 of the position of Value Chain Sustainability VP, member
of the Sustainability Department.
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.

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Performance A diagnostic tool currently being implemented will make it possible to


identify the suppliers most at risk, starting in 2022. This risk analysis will
In total, more than 2,750 suppliers went through the supplier risk cover the bulk of Plastic Omnium suppliers, representing more than 95%.
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
The performance indicator, the Supplier Ethics Index, a marker for the ACT promoting the ethical sourcing of all materials used in the manufacture of
FOR ALLTM program, combines the deployment rate of three tools on a its products.
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.

4.3.2.5  HUMAN RIGHTS RISKS Policies and procedures


Risk description Plastic Omnium supports the highest Human Rights standards in
conducting its operations by belonging to globally recognized
Respect for Human Right is a prerequisite to any action at Plastic organizations and initiatives:
Omnium. Through its presence in 25 countries, the Group operates
directly or indirectly with a large public. As an employer, the Group is
● United Nations Global Compact;
responsible for ensuring that employees’ rights are respected (Human ● United Nations Universal Declaration of Human Rights and its two
Resources risks addressed on p. 150). The Group also ensures that complementary covenants;
Human Rights are respected throughout its value chain: in its contractual
● Fundamental Conventions of the International Labor Organization (ILO);
and partnership relationships with its suppliers, subcontractors and within
its subsidiaries (Responsible Purchasing risk and Vigilance Plan ● ILO Declaration on Fundamental Principles and Rights at Work;
addressed on p. 177).
● OECD Guidelines;
● United Nations Sustainable Development Goals (SDGs).

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The management of Human Rights is also taken into account in the ● the other on the public health communication initiatives proposed by
various risks that affect overall human activity within the Group and the sites.
throughout its value chain:
The sites are thus encouraged by the Group to develop initiatives
● Health – Safety and working conditions risk described on p. 147; promoting health, beyond the occupational health aspect. The themes are
left to the discretion of the sites according to their needs. The actions
● the various Human Resources risks described on p. 150;
carried out this year included awareness-raising campaigns on sports,
● Business Ethics risk described on p. 159; relaxation therapy, healthy nutrition and vaccination campaigns against
Covid-19. Other projects involved donations of basic necessities (school
● Responsible Purchasing risk described on p. 163.
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.
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
● the Group Code of Conduct; campaign and over 70% of sites proposed at least one annual action in
favor of local communities.
● the Suppliers’ Charter and supplier assessments (EcoVadis);
● the Vigilance Plan and the Responsible Purchasing Policy;
● teleworking agreements; 4.3.3  ENVIRONMENTAL STAKES
● the Group’s Tax Policy;
● the Human Resources Strategy;
The main environmental challenges identified for the Group are related to
● the Code of Compliance with competition law; mitigation of climate change and adaptation to the consequences of
climate change. They concern not only the Group’s activities but also
● compensation policies and collective incentive policies, health cover
those of its value chain, from the supply of goods and services by its
and a Group Savings Plan;
● the Personal Data Protection Policy;
suppliers to the use of its products and the management of their
end-of-life. 4
● 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
Initiatives in favor of local communities
COMPANY'S BUSINESS MODEL IMPACT
The Group promotes Sustainable Development and Human Rights
wherever it operates by carrying out concrete initiatives involving its (NON-MITIGATION OF CLIMATE CHANGE)
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 Climate change is due to the massive increase in emissions of
“Casa del Sol” initiative, which helps the most disadvantaged from various greenhouse gases into the atmosphere, mainly as a result of human
associations. Employees donated clothings in good condition to benefit activities. The transportation sector is a major contributor, accounting for
children who, for various reasons, were separated from their parents. 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 Plastic Omnium recognizes the importance and urgency of climate
for women. A file with information was distributed to employees so that change, the Group contributes to issues. Through its actions to mitigate
they could discuss this issue with their families. climate change, contributes to the achievement of the Paris Agreement,
which defines a global framework to avoid harmful climate change by
To promote collective action at its sites around the world, the Group has limiting global warming to below 2°C and continuing efforts to limit it to
implemented two ACT FOR ALLTM markers: 1.5°C compared to pre-industrial levels.
● one on initiatives taken by employees to provide support or practical
assistance to local society;

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THE IMPACT OF TRANSPORTATION ON WORLDWIDE CO2 EMISSIONS

CO2 emissions by sector CO2 emissions in transport


6% 2%
Residential Rail
4%
11%
Other 25% Shipping
Transport
12%
Aviation
45%
42% Passenger road vehicles

Electricity & heat 30%


production 23% Road freight vehicles
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 increasingly interested in the ability of companies to create sustainable
confidence in the sustainability and competitiveness of Plastic Omnium, value and manage their non-financial performance.
by meeting their expectations:
● 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 Climate taken into account in the Group’s strategy
the end of ICE cars in 2035); Climate risk was anticipated very early on by Plastic Omnium, which has
● for several years, carmakers have been committed to plans aiming at made it a key focus of its strategy for several years. This strategy resulted
continuously reducing greenhouse gas emissions for new car launches. in multiple innovations and proven know-how, which enable Plastic
They expect their suppliers to innovate and contribute to the reduction Omnium to offer manufacturers products and features that contribute
of their own greenhouse gas emissions; directly to their emission reduction targets (reducing vehicle weight,
improving aerodynamics, providing fuel systems adapted to the
● employees and candidates want to work for committed and responsible constraints of hybrid vehicules, developing circular economy, etc). These
companies; innovations have been a major driver of the Group’s business growth and
● investors are themselves subject to obligations in terms of climate financial performance. Even today, Plastic Omnium is stepping up its
reporting on their portfolio and in terms of arbitrage of their innovation efforts to achieve the growth objectives announced for the
investments (example: European taxonomy). They are therefore coming years.

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 2 °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 +3 °C to
+5 °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.

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All the scenarios studied respect a carbon budget well below 2 °C (Well-Below 2 °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 ● 30% reduction in all Scope 3 CO2 emissions by 2030, including those
reducing its direct CO2 emissions and those of its value chain. These related to the use of products sold (all emissions both upstream and
objectives, included in its Act For Climate program, show the Group’s
desire to act quickly to set a benchmark in the automotive world:
downstream of its activity, including purchases of materials, transport
and end-of-life of products, etc.), i.e. a reduction in CO2 emissions of
4
13 million metric tons in 2030(1).
● Carbon neutrality in 2025 on emissions related to its operational
activities (Scope 1: emissions from Group assets; Scope 2: emissions These objectives, validated by the Science Based Targets Initiative (SBTi),
related to energy purchases), i.e. a reduction of nearly 0.5 million are aligned with the “Business Ambition for 1.5°C”. They are in line with
metric tons of in 2025.(1) the expectations of the industry and all its stakeholders to drive
sustainable mobility.

SCOPE 1 - SCOPE 2 SCOPE 1 - SCOPE 2 - SCOPE 3


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).

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GROUP'S CARBON NEUTRALITY ROADMAP

SCOPES 1 & 2: NEUTRAL IN 2025 SCOPE 3: 30% IN 2030

REDUCE REPLACE COMPENSATE COLLABORATE

Reduction of the carbon footprint of group operations (Scopes be equipped in 2022. In 2021, the largest Plastic Omnium plant
1 & 2): equipped with solar panels was commissioned in India (Intelligent
Exterior Systems);
REDUCE: Plastic Omnium strengthens its Top Planet® program
launched in 2006 and deployed today on the majority of its sites. The • the signing of long-term contracts to build new production
objective of this new plan, drawn up with Schneider Electric, an capacities (PPA(1)) and cover its needs in Europe and North
energy expert, is to reduce the sites’ energy consumption (electricity America. The Group has made a long-term commitment with
and gas) by 12% by 2025. This involves, for example, more precise Schneider to help finance facilities that produce electricity from
measurement of the energy consumption of each piece of equipment 100% renewable sources, and in return it benefits from this. This
in order to optimize its use and replace, if necessary, certain obsolete virtuous mechanism makes it possible, on the one hand, to
or over-consuming equipment. This program represents an participate in the development of renewable energy production
investment of around €40 million by 2025, with a return on (additionality) and, on the other hand, assures Plastic Omnium
investment of less than three years. that the electricity consumed on the sites is 100% carbon-free;
The rollout of ISO 50001 certification is also a strong driver for the • for regions or sites where the above measures are not applicable,
roadmap. The first step of this certification is to perform of an energy Plastic Omnium will purchase electricity of renewable origin from
audit to identify areas for improvement. Implementation of this suppliers that can guarantee the origin and allocation of this
energy management system requires the sites to have a specific electricity via certificates or guarantees of origin.
energy organization and management, exceeding the requirements of COMPENSATE: some operational emissions, in particular those
ISO 14001 dedicated to the environment in the broad sense. related to gas consumption (for the paint lines for example), are
REPLACE: the second pillar consists of consuming less difficult to eliminate completely using the first two actions. Plastic
carbon-intensive electricity. The Group will thus increase the share of Omnium will seek to offset these residual emissions by financing
its renewable electricity purchases to reach close to 100% by 2025, reduction projects outside its activities, which are carefully selected
through: for their robustness, reliability and the co-benefits (social, societal or
environmental) that they can generate. Where possible, the Group will
• the installation of photovoltaic panels or wind turbines on its sites.
finance projects in its value chain such as battery charging stations or
For future sites to be equipped, ongoing studies will identify the
hydrogen infrastructure to promote the development of low-carbon
best technology based on the specific nature of the sites. Five
mobility.
sites are already equipped with solar panels and more than 25 will

(1) Power Purchase Agreement.

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Reduction of the carbon footprint of the value chain Performance


(Scope 3)
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
To reduce Scope 3 emissions, priority is given to reducing emissions
which more than 87% were related to the use of products sold.
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 Scope 3
reaching €3 billion revenue by 2030. The Group has invested Scope 2
around €300 million since 2015, to which Є100 million 0.39 0.31 0.31
per year will be added over the coming years; 0.09 0.07 0.08 Scope 1
2019 2020 2021
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 Calculation of the Group’s carbon footprint
supplier (for more information, see "Risk related to eco-design
Since 2017, Plastic Omnium calculates its CO2 emissions related to its
and recyclability");
activities annually according to the benchmark Greenhouse Gas (GHG)
c. collaboration and partnerships with Group suppliers to reduce Protocol standard. This standard defines three “Scopes” of emissions. The
the carbon impact of products and solutions in our value chain. assessment is prepared on an overall scope corresponding to that of the
The carbon footprint will become a criterion for selecting the Group’s financial consolidation (IFRS).
Group’s suppliers. Plastic Omnium will put in place tools, best
practices and indicators to monitor the progress of this approach.
In 2021, the carbon footprint amounted to 32.7 million metric tons eq. 4
CO2, up by 0.9% while the Group’s consolidated revenue rose by 3.3% at
ENGAGE : suppliers constant scope and exchange rates.
The various projects will be carried out in collaboration with suppliers This performance is explained by strengthened positions in electrification,
in a partnership approach. The integration of suppliers into the which made it possible to contain the increase in category 3.11
process will be gradual depending on their maturity and their impact emissions - use of products sold, the main contributor with 87.3% of
on Plastic Omnium’s carbon footprint. Thus, in 2021, the first step emissions.
was to develop a value chain engagement strategy:
The semiconductor crisis has caused major logistical disruptions
• identify suppliers whose products contribute significantly to throughout the automotive sector. This erratic situation has required a
emissions; great deal of flexibility in operations and resulted in an increase in the
• Group’s transportation carbon emissions.
define the terms of engagement by category of supplier;
• CO2 emissions linked to the resumption of business travel, after a
set up targets, key performance indicators and monitoring tools.
non-representative year due to the Covid crisis, nevertheless remained
At the end of 2021, the communication phase with suppliers began: 57% lower than in 2019. This increase is partially offset by the decrease
meetings were held to explain Plastic Omnium’s strategy and in emissions from home-work journeys reduced by the introduction of
expectations. A webcast was held in December bringing more than teleworking.
500 suppliers together virtually. The event was an opportunity for Plastic
Scopes 1 and 2 are paid particular attention at each of the Group’s sites,
Omnium to present to suppliers the approach that the Group is
thus posting lower growth than that of activity, despite a year shaken by
implementing and in which it wishes to fully integrate its stakeholders, as
the unforeseeable shutdowns at the Group’s customers and not
well as the new way in which suppliers will be assessed.
conducive to energy optimization.
The supplier selection criteria will also be reviewed with the Purchasing
Plastic Omnium confirms that it is fully committed to an approach for
Department in order to include a carbon component (in addition to
measuring and reducing its carbon footprint consistent with its ambitious
financial, solvency and ethics criteria, among others). To this end, a new
roadmap towards carbon neutrality.
tool will be offered to buyers to automate the monitoring of supplier
responses on carbon issues, with the associated action plans.

(1) See chapter 1 Integrated report page 28) - To comply with the taxonomy, the calculation basis has been modified.

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GROUP CO2 EMISSIONS - SCOPES 1; 2 & 3(1)

Emissions Emissions Emissions


Item ID in ktCO2e in ktCO2e in ktCO2e
(GHG Protocol) 2019 2020 2021 2021 vs 2020 2021 vs 2019
Scopes 1 & 2 482 380 388 2.0% -19.4%
1 Scope 1 89 71 75 6.5% -15.8%
2 Scope 2 market-based (2)
392 309 312 1.0% -20.3%
Scope 3 upstream 3,597 3,037 3,022 -0.5% -16.0%
3-1 Purchase of goods and services 3,054 2,523 2,482 -1.6% -18.7%
3-2 Capital goods 158 250 249 -0.4% 57.6%
3-3 Emissions related to fuels and energy 105 75 78 3.6% -25.6%
3-4 Upstream freight transport 129 88 102 15.4% -20.9%
3-5 Generated waste 98 64 71 11.4% -27.7%
3-6 Business trips 18 3 8 212.4% -56.9%
3-7 Home-work travels 35 34 32 -5.3% -8.3%
3-8 Assets under lease : (upstream)
Scope 3 downstream 39,745 29,027 29,317 1.0% -26.2%
3-9 Downstream freight transport 69 47 61 30.1% -11.1%
3-10 Processing of sold products 234 187 195 4.3% -16.7%
3-11 Use of sold products 38,890 28,350 28,600 0.9% -26.5%
3-12 End of life of sold products 460 370 380 2.7% -17.4%
3-13 Assets under lease : (downstream)
3-14 Franchises
3-15 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.

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PLASTIC OMNIUM'S CARBON FOOTPRINT

32.7Mt CO2
in 2021

DOWNSTREAM
UPSTREAM PLASTIC OMNIUM ACTIVITIES
ACTIVITIES ACTIVITIES
SCOPE 3
SCOPE 3 SCOPES DOWNSTREAM
UPSTREAM 1 AND 2

4
Upstream freight Travel Company vehicle fleet Downstream Transportation
freight of customers
and visitors

8% 87.5%
Assets Purchases Operations Use of End of life of
Fixed assets (buil- (goods and services) Fossil fuel consumption products sold products sold
dings, vehicles, IT Electricity consumption
equipment, etc.)
Refrigerant gas leaks

9% 1% 90%

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TOTAL ENERGY CONSUMPTION BY BUSINESS LINE (MWh) Collaborate with stakeholders


Among purchases, two specific categories were identified as being of
1,388,402 particular interest because they represent a significant share of
16,945 emissions:
1,113,096 1,148,532
18,279 1 materials, components and accessories,
395,338 15,791
328,330 341,342 2 transportation.

Materials, components and accessories


976,120 HBPO
768,976 788,910 Convinced for many years of the benefits of developing a more circular
Clean Energy Systems economy and preserving resources, Plastic Omnium has been a pioneer in
the use of recycled plastics. Today, the process is continuing and
Intelligent Exterior Systems accelerating with various partners, suppliers and customers. In 2021,
2019 2020 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
ENERGY CONSUMPTION (KWh/Kg of material processed) maintain its leadership by being proactive to these customers.
These projects are the result of close technical partnerships with the
Group’s long-standing partners. Plastic Omnium signed a strategic
6.03 partnership with TotalEnergies at the end of 2021 to conceive new
5.82
recycled polypropylenes that are more efficient and environmentally
5.12 friendly.

3.85 Work has also been started with certain suppliers of chemicals and
3.46 3.75
materials to develop bio-sourced raw materials. The roadmap is being
implemented and follows on from the projects initiated with a
2.01 2.06 collaborative approach:
1.90
● making suppliers aware of the urgent need to rethink their design and
sourcing;
2019 2020 2021
● sharing best practices;
Intelligent Exterior Systems
● intensifying the use of product life cycle analysis to make the right
Group
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
321,092 linked to the purchase of transportation services. For certain flows, mainly
long-distance, work with the carrier has enabled a move to using biogas
Gas consumption (MWh) trucks (bio-CNG). Eventually, for each new transportation need, suppliers
will need to be able to propose carbon-neutral transport.
32% 788,465
of electricity purchased Within Intelligent Exterior Systems, a logistics optimization project in the
by the group is green Purchased electricity United States has reduced emissions by decreasing the number of
41,779 consumption (MWh) kilometers traveled. The Group decided to internalize logistics
“Green” electricity management by grouping deliveries made with several suppliers. In a
produced on site (MWh) 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.

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4.3.3.2  RISK OF NATURAL/CLIMATE DISASTERS 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
(NON-ADAPTATION TO CLIMATE CHANGE) manufacturers are beginning to anticipate these regulations, even if the
Risk description approach is not yet standardized. They increasingly the carbon balance is
life cycle assessment during the project consultation phase and as part of
The consequences of climate change direct or indirect, numerous extreme a global analysis of the life cycle of their products.
weather events, temperature disruption, rising water levels, scarcity of
Eco-design depends on the availability of innovative techniques and
water resources. As an industrial Group, with a global geographic
materials, criteria for adapting to these innovations, internal tests and
footprint, Plastic Omnium could be impacted by these consequences:
validation, and the ability of material suppliers to meet the
interruption of supplies or production due to natural disasters or the
industrialization needs of new products. Developing an eco-designed
scarcity of resources. Certain regions of the world where the Group
system or module for a new vehicle may take two to three years in total. It
operates are exposed to exceptional weather events that could slow down,
is therefore strategic to anticipate market expectations in this area in
interrupt certain activities or make them more expensive. However, this
order to preserve the Group’s leadership in innovation.
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. Policies and procedures
However, this risk must be considered across the entire automotive sector To continue its trajectory and ensure its long-term sustainability, Plastic
value chain. Omnium has incorporated these major trends into its corporate strategy.
Thus, the analysis of a vehicle according to the CASE model (Connected,
Policies and procedures Autonomous, Shared, Electrified) and the contribution of each of the
business lines to these four components guide the Group’s strategy,
Plastic Omnium takes precautionary measures to avoid the local impacts whose ambition is to act to achieve sustainable mobility.
of climate change.
Plant 4.0, whose industrial performance will be heightened, will have less
The Group’s sites are subject to audits carried out by insurers that take impact on the environment: predictive maintenance, automation and
into account the natural disaster dimension to assess their risks of
exposure to natural phenomena that could cause damage to them. These
optimized quality will reduce consumption of energy and materials, as well
as waste production. 4
audits are the subject of recommendations followed up, where necessary,
From the design stage, and at every stage in the product life cycle, Plastic
by the implementation of an action plan monitored monthly by the HSE
Omnium teams strive to limit the environmental impact of these products
teams.
as much as possible. By applying the eco-design principles and adopting
an overall product vision, Plastic Omnium implements and tests solutions
Performance to limit the consumption of raw materials and energy, and the impact of
end-of-life products (through recyclability and energy recovery).
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
4.3.3.3  RISK RELATED TO ECO-DESIGN Materials and Design for Intelligent Body Panels) with the PFA (Platform
for the Automotive Industry). The objective of this project, which began in
AND RECYCLABILITY 2020, is to develop the next generation of bumpers. It is carried out with
Risk description ARAYMOND (specialist in the intelligent fixing of sensors and radars) and
CETIM in order to use an eco-design approach to the “smart face”
To meet the growing challenges of mobility (travel by individuals, global product, integrating numerous criteria: fewer materials, logistics
value chain, etc.) while limiting the impact on the environment optimization, product end-of-life, use of materials with a lower
(management of raw materials, air quality, greenhouse gas emissions, environmental impact, increase in recyclability and reparability, use of
etc.), the development of a circular economy model is key. more ecological processes.
Plastic Omnium’s two main business lines are based on transforming In 2021, the project continued by developing several impact scenarios
plastic and composite materials into parts for the automotive industry. (logistics modification, parts cutting, raw materials used, etc.) on a typical
Depending on the part to be manufactured and the technical properties bumper using the simplified life cycle analysis (LCA) tool. Smart face 2, an
and desired esthetics, different types of materials are used. In order to innovative Plastic Omnium product, was analyzed this year using the best
reduce the environmental footprint of manufactured parts and limit the scenarios identified for this product in order to achieve, or even exceed,
consumption of resources, the Group wants to develop a circular the results obtained for the standard bumper. The priority for Plastic
economy. Since 2015, European regulations related to vehicles at their Omnium is to develop scenarios to reduce the environmental footprint by
end-of-life (ELV) have required the reuse and recovery of these vehicles to 3% to 4% per year on mass market sold products.
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 Life cycle analyses
September 18, 2000 is expected to be revised in 2022 and car
Life cycle analyses are becoming key tools for understanding these
manufacturers are expecting in particular a requirement to include many
impacts, from their design (extraction of raw materials) to their end-of-life
more recycled materials in new vehicles than at present. Automotive
(management of used vehicles and parts) and thus contribute to a more
suppliers, notably for plastic parts, such as Plastic Omnium, are therefore
circular economy.
being asked in particular to work on the integration of recycled raw
materials into their parts.

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The Intelligent Exterior Systems business line is acquiring tools and Materials with a low carbon footprint
organizing itself now to anticipate regulations and customer
The Group is actively working with its raw material suppliers to reduce
specifications: A team is dedicated to perform complete LCAs to go from
their carbon footprint. Plastic Omnium is committed to using recycled
the current two or three LCAs to around 100 LCAs starting in 2022-2023.
plastics in its products. In 2020, the Group joined an AFEP (French
For this, the project started in 2021 to create the tool by automating the
Association of Private Companies) initiative along with 33-member
footprint calculations as much as possible and adapting the processes.
companies to promote circular economy and innovative projects in this
The aim of the complete LCA project is to improve efficiency and accuracy.
area. In addition, car manufacturers are committed to the wide-scale
This tool will make it possible to calculate the environmental impacts and
introduction of recycled materials in their products.
adapt to regulatory changes and customer requirements.
In 2021, the Intelligent Exterior Systems teams achieved a major
In addition, a simplified LCA tool was developed in 2021 with the support
milestone in the incorporation of recycled plastics (PIR and PCR) into body
of CETIM (Centre Technique des Industries de la Métallurgie) and
panels by finalizing a demo plant containing 50% recycled plastics
Altermaker (eco-design and LCA software). The objective is to provide a
(including visible parts) without reducing the operational performance
tailor-made solution that can be used rapidly by innovation project
expected by customers. The business line has tested numerous recycled
managers. By choosing the type of plastic, the process or the weight of
materials. In its HDPE purchasing policy, Clean Energy Systems favors
steel used, they can measure the environmental impacts and incorporate
suppliers with the most ambitious plans to reduce the carbon content of
these criteria into the overall decision-making process. In 2021, around
their material, with very significant gains expected from 2026 (more than
ten project managers were trained in this tool, which allows them to
40% compared to the European average).
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 In addition, the business line is exploring new avenues, such as the
database including six environmental indicators: CO2 emissions, air procurement of bio-sourced HDPE. This approach is a complex subject
pollution, water pollution, use of metarial, energy and non-renewable and requires a multi-criteria analysis: availability, cost, competition with
ressources. food, supply technical compatibility, etc. A vehicle fuel tank is a safety
device that is required to meet stringent regulations and specifications. As
A module allowing the integration of a virtual calculation of CO2 emissions
a result, the material must meet specifications and approval from
will also be added to Plastic Omnium’s costing software. Each stage of the
customers. To date, the specifications of Plastic Omnium’s customers do
product’s manufacture will be estimated in terms of costs and carbon
not allow the use of recycled materials and no bio-sourced materials are
impact. In this context, in 2021, efforts continued to implement and
approved.
create databases of emission factors based on data collected from
suppliers and Plastic Omnium plants. These databases will then be used At the same time, New Energies' teams are exploring the potential of
to calculate emissions for each type of product, process or manufacturing bio-sourced carbon fiber that would retain the advanced technical
phase. These databases will be expanded and updated regularly through characteristics sought for high-pressure hydrogen fuel tanks.
audits and verification of data available in the industry. These continuous
updates enable Plastic Omnium to respond competitively to customer Waste management
requirements. Industrial activity generates waste that must be recycled. Environmental
The Clean Energy Systems business line has been involved in a standards set out best practice to make sorting and recycling more
comprehensive life cycle analysis of fuel systems since 2019. A efficient.
parametric LCA model was built in collaboration with the European The Top Planet program, initiated in 2006, aims to reduce the
Association of Fuel System Manufacturers PlasFuelSys. It includes criteria environmental impacts of production in its plants. Internal production
related to the types of raw materials (fossil, organic, recycled), energy residues are reused in the manufacturing process where technically
consumption (depending on the energy mix of each plant), transportation possible in order to reduce the amount of waste generated. This material,
and end-of-life. The challenge is to obtain a dynamic mapping by crushed and reintroduced into the process, represents 5% for Intelligent
identifying levers that can be used to reduce environmental impact Exterior Systems and 40% for Clean Energy Systems.
(supply of bio-sourced and recycled materials, transportation distances,
energy efficiency of production tools, supply of green energy, usage and Production waste (plastic parts that cannot be reinjected into production,
end-of-life/recycling). packaging waste, etc.) undergo the appropriate recovery process:
The results of the study confirm the interest of converting metal tanks into ● recycled waste comprising reuse (with a usage identical to the one for
plastic tanks for new models. In addition to the weight saving, which which the part or product was initially designed, without intermediate
provides the latter with a significant advantage in terms of CO2 emissions processing), recycling or material regeneration (giving the material its
in use, CO2 emissions in manufacturing are also favorable. End-of-life primary properties back, by processing or introducing additives that
chemical recycling (see below) will eventually replace current energy enable it to be put back into the production cycle);
recovery. ● recovered waste including reuse (with another use) and valorisation by
For New Energies, well-to-wheel emissions when using a hydrogen fuel cell incineration with energy recovery;
vehicle will be zero when hydrogen production is completely decarbonized. ● final waste, which includes non-recovered waste: waste incinerated
However, LCAs are required in order to optimize the full impact of this new without energy recovery and waste disposed in landfill.
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, When possible and to promote circular economy, the sites resell their
due to its current manufacturing process. The teams therefore launched, waste to reduce non-recoverable waste as much as possible. The resale of
in collaboration with suppliers, medium/long-term action plans to reduce waste generated €8,16million in 2021.
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.

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Product end-of-life but currently non-industrial and not economically viable. The purpose of
this exploration is therefore to develop chemical recycling solutions for the
Intelligent Exterior Systems' future products will use a greater diversity of
end-of-life of fuel tanks in order to preserve the same characteristics as
materials, as well as more advanced integration of electronic components
those of the initial product.
in connection with autonomous vehicles. These changes must not
jeopardize the recyclability of end-of-life products. Moreover, the teams Chemical recycling is also being explored for recycling carbon fiber from
have also begun evaluating methods and technologies to improve pressurized hydrogen tanks. The first tests conducted in 2021 were
end-of-life dismantling and facilitate recycling. At the same time, the conclusive: the separation of the fiber from its matrix is technically
business line has tested a large number of recycled materials. feasible. The teams are now working on solutions to clean and rewind the
carbon fiber. It will remain to be seen whether the technical
Clean Energy Systems discusses the potential of chemical recycling with
characteristics of the fiber will be preserved after stress tests simulating
the largest suppliers of polyethylene adapted to the application (INEOS,
the product in use in a vehicle. The project has major stakes in terms of
LyondellBasell, etc.). The mechanical recycling of fuel tanks is very
carbon impacts: the first LCA carried out on a chemical recycling polit part
complex due to the impregnation of the fuel on certain layers. It is
showed a very significant reduction in the footprint compared to
therefore necessary to separate the layers and clean them with solvents,
non-recycled carbon fiber.
before being able to reuse them. These operations are technically feasible

Performance
CONSUMPTION OF PAINTS AND SOLVENTS (in metric tons)

  2019 2020 2021


Paint 7,146 5,924 5,798
Solvents 8,827 6,607 6,097
TOTAL 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 emit VOCs (Volatile Organic Compounds) that can have an adverse effect
fall in production, in particular between 2019 and 2021. As VOC on health and the environment. In order to reduce VOCs, incinerators have
emissions are also related to this, they saw a corresponding decline. been installed at the end of the paintwork-station production lines. These
installations ensure that the Group complies with applicable standards
When technically possible, and in agreement with customers,
relating to VOC emissions.
solvent-based paints are replaced by water-based paints. Paint solvents

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4 NON-FINANCIAL REPORTING DISCLOSURE
The risk management and non-financial reporting of the Group

WASTE GENERATED ANNUALLY BY TYPE OF WASTE (in metric tons)

  2019 2020 2021


Plastic parts 37,731 31,397 31,374
Common industrial waste 16,884 14,030 13,266
Metals 11,913 8,521 9,823
Cardboard 9,554 8,842 8,151
Wood 6,941 5,826 6,992
Paint sludge 5,882 4,612 4,344
Solvents 4,197 3,099 3,242
Oils 2,349 1,496 1,451
Plastic packaging 1,693 1,164 1,106
Glass 10 1 2
Other waste 6,872 7,082 7,960
TOTAL WASTE 104,025 86,071 87,711

WASTE GENERATED ANNUALLY BY TYPE OF TREATMENT (in metric tons and %)

  2019 2020 2021


Recycling 75,098 72% 60,676 70% 59,990 69%
Recovery 14,644 14% 14,311 17% 15,070 17%
Incineration or disposal in landfills 14,283 14% 11,084 13% 12,651 14%
TOTAL WASTE 104,025 86,071 87,711

4.3.3.4  BIODIVERSITY RISK Policies and procedures


Risk description Plastic Omnium is a member of Act4Nature. This initiative was launched
by the French association of companies for the environment (EpE) and
Biodiversity refers to the diversity of living species (micro-organisms, numerous partners in 2018. It aims to mobilize companies on the issue of
plants, animals) present in an environment, as well as the ecosystems in their direct and indirect impacts, their dependencies and their possibilities
which they live. This term also includes interactions between species and of action in favor of nature. The aim is to address these issues with
their environment. concrete and solid achievements. This initiative asks companies to help
This risk represents the fact that, through its industrial and economic protect biodiversity, which is mainly affected by five factors: changes in
activities, but also through the global warming it could cause, a company land use, climate change, invasive species, overexploitation and pollution.
may contribute to impacting other living species or their ecosystems. In 2022, Plastic Omnium plans to implement an approach to measure its
Companies can act in two ways to preserve biodiversity: either in terms of impact on biodiversity. This mapping will make it possible to confirm and
dependence (for example by limiting the use of natural resources), or in prioritize the actions to be implemented according to the locations and
terms of impact (for example by limiting the company’s footprint on activities of the sites. The aim is also to better take into account
ecosystems). 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 Performance
expectations of governments (regulations, development of the
bioeconomy, etc.), investors and public opinion are increasing. 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.

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The vigilance plan

4.4 THE VIGILANCE PLAN


Law no. 2017-399 of March 27, 2017 on the Duty of Vigilance of parent To address social, societal and environmental challenges, this mapping is
companies and ordering companies requires companies to develop, supplemented by the materiality analysis, which ranks risks and
publish and implement appropriate measures to identify risks and the opportunities based on the assessment of the various stakeholders.
means to prevent breaches to:
These risk definition tools take into account different levels of
● human rights and fundamental freedoms, assessment.
● 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
to identify all of the risks borne by the Group. Risks related to suppliers
those of the suppliers or subcontractors with which it has an established
and subcontractors are incorporated into this analysis. The Group’s risk
commercial relationship.
mapping is presented in section 2 “Main risk factors” of the URD on
The purpose of this regulation is to: p. 51 and the non-financial challenges are presented in section 4 under
"Non-financial challenges materiality matrix" on p. 142;
● 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
● justify the request of any person, justifying an interest to act, and to
analyses make it possible to score the risks and identify the actions
engage the responsibility of the author of any damage to repair it.
implemented locally to prevent and correct potential breaches. The
This obligation is based on five measures: risks identified relate to all environmental issues (consumption of raw
materials, discharges and pollution, chemical products, waste and
● risk mapping (identification, analysis, prioritization);
● procedures for regularly assessing the situation of subsidiaries,
attention to biodiversity, etc.) and health and safety issues (accidents,
occupational illnesses and psycho-social risks, etc.). Top Safety visits
4
suppliers or subcontractors; also provide an opportunity to raise risk situations so that prevention,
● appropriate actions to mitigate risks or prevent serious breaches; mitigation or corrective action can be taken quickly. These analyses
make it possible to adapt to local specificities. Plastic Omnium’s
● a mechanism for alerting and collecting alerts relating to the existence international presence highlights different realities and regulations.
or occurrence of risks; Discussions with management and local teams were key to provide an
● a system to monitor the measures implemented and assess their analysis of the relevant risks.
effectiveness. The risks identified fall into the following categories:
The Vigilance Plan is part of the Group’s strategy and its sustainable ● risks related to human rights and fundamental freedoms: these are
development program ACT FOR ALLTM which promotes ethical business dealt with in the Internal Audit standards, which ensures in particular
and responsible purchasing. that employees’ working hours are respected and that child labor is not
used;
GOVERNANCE OF THE VIGILANCE PLAN
The Purchasing, Sustainable Development, Legal and Human Resources ● risks related to climate change and environmental pollution: measuring
Departments participate in the drafting, implementation and monitoring of its environmental footprint and carrying out life cycle analyses enables
this Vigilance Plan. Its progress is also monitored by the Executive the Group to identify the businesses that are most exposed to
Committee and during ACT FOR ALLTM Committees which meet two or regulations and the expectations of clients, end-users or the financial
three times a year. The measures concern subsidiaries and suppliers. markets. These risks are addressed as part of the ACT FOR CLIMATE
Program, which includes, among other things, the Top Planet program,
In addition, from 2022, the Board of Directors is setting up an eco-design actions and the development of clean mobility solutions;
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.

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The vigilance plan

● health and safety risks: social climate surveys and monitoring by HSE For suppliers
teams make it possible to draw attention to working conditions,
psychosocial and health and safety risks. In 2021, for listed suppliers, the assessment system includes three tools:

These risks, as well as the mitigation measures that accompany them and 1. A database incorporating the financial information plus the
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
A diagnostic tool being currently implemented will make it possible to each supplier to sign the Group’s Suppliers’ Charter, available on the
identify the suppliers most at risk, starting in 2022. This risk analysis will Internet. Equivalence with their own charters, if comparable, is
cover the bulk of Plastic Omnium’s suppliers, representing more than 95% accepted. Deployed since 2016, the charter is built around the
of its purchasing volume, while including all suppliers in certain sectors following references:
targeted by the risk mapping: intermediaries, and service providers acting
• the United Nations’ Universal Declaration of Human Rights and its
on behalf of Plastic Omnium, such as customs brokers, are considered
two additional covenants (the International Covenant on Economic,
particularly exposed. Supplier risk analysis is based on the following five
Social and Cultural Rights and the International Covenant on Civil
risk factors: country, sector of activity, inclusion on international sanctions
and Political Rights);
lists, the existence of politically exposed persons in management bodies
or the shareholding structure and published controversies. • the ten principles of the United Nations Global Compact;
New suppliers are referenced on the basis of certain criteria, requiring • the Fundamental Conventions of the ILO (International Labor
different degrees of investigation, in the areas of quality, financial Organization) and the ILO Declaration on fundamental labor
robustness and Sustainable Development performance. principles and rights;
Until now, supplier risk was considered a moderate risk for the Group, with • the OECD Guidelines.
financial health and ethics as the main point of attention. In 2021, a
The suppliers undertake to comply with:
“material/component shortage” risk was added, due to the shortage of
semiconductors, which had a major impact on customers and indirectly on • competition law;
the production. • laws and regulations aiming to fight corruption and money
In addition, the measures taken due to the health crisis to guarantee the laundering;
health and safety of populations have amplified certain risks with two • human rights and working conditions: prohibition of the use of
types of impact:
forced or compulsory labor in all its forms, the use of child labor,
● image impact: Plastic Omnium’s reputation may be affected by prohibition of discrimination in terms of employment and working
behavior that does not respect human rights regarding health and conditions and guarantee of equal pay and freedom of association
safety measures throughout the value chain; and protection of the right to organize. Finally, they are committed
to maintaining a safe and healthy work environment.
● operational impact: a failure in the manufacturing chain can disrupt supply.
In the event of a breach, Plastic Omnium may require the supplier to
ASSESSMENT MEASURES take corrective measures or terminate all or part of the contract for
For subsidiaries negligent non-performance.

Several processes are in place to assess the performance of subsidiaries 3. A CSR assessment by an external third party: Plastic Omnium has
in different areas. chosen EcoVadis as a partner to assess its supply chain. From 2022,
the suppliers who are required to prepare an EcoVadis assessment
Indicators are regularly monitored via the Group’s non-financial reporting file will be identified on the basis of the results of the systematic
tool dedicated to monitoring social and environmental indicators. The main diagnostic mentioned above.
results are presented at meetings of Executive Committees and
ACT FOR ALLTM Committees. These results are used to set the main When combined, the three assessment tools allow Plastic Omnium to
guidelines and targets, to define policies and to analyze deployment and any assess its suppliers according to three levels of risk: low, moderate or
gaps. The main results are also presented twice a year to the European high. Since 2021, depending on its level of risk, a supplier may fail to be
Works Council. 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
In addition, the Internal Audit Department plans an annual program of to be able to join or remain in the panel. A supplier that has not signed the
control visits to subsidiaries and sites. At the beginning of 2021, the audits charter cannot join the panel.
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 An additional control is carried out through the ISO 14001, ISO 45001 (or
the traditional topics of an internal audit, quality, health/safety, OHSAS 18001) and ISO 50001 certifications of the sites. They compare
environment and certain human rights aspects are also addressed. 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%.

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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 Since 2018, the whistleblowing system has been accessible to external
its subsidiaries. The Code of Ethics is the first instrument governing the third parties via the Group’s website. This system manages all alerts in the
actions of the Company and its employees. It outlines the commitments strictest confidentiality, so that whistleblowers can report any potential
undertaken in terms of respect of Human Rights, fundamental freedoms, breaches without fear of retaliation, in accordance with local laws.
health and safety and the environment.
In addition, the operating procedure exists in the Group’s 22 main
In order to prevent, reduce and correct impacts, policies and procedures languages and is available on the intranet. The procedures for system
have been defined and implemented by the dedicated departments at entry were also presented to the competent Employee Representative
Group level (HSE and Sustainable Development Department, HR Bodies.
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. If direct management cannot intervene, employees are invited to use the
In the event of a breach, sanctions may be applied; two channels available to them:

● the ACT FOR ALL™ program, the Top Planet and Top Safety policies: ● an email address: corporatesecretary.ethicsalert@plasticomnium.com;
defined at Group level and deployed in all business lines, these policies ● a mailing address: Compagnie Plastic Omnium, Alerte Éthique, 1, allée
govern desired behavior within Plastic Omnium; Pierre-Burelle, 92300 Levallois-Perret, France.
● the commitment in 2003 to the 10 principles of the United Nations The information is processed anonymously and sent to the Group
Global Compact; Compliance Department.
● the inclusion of Sustainable Development criteria in the criteria for The triggering of an alert is treated confidentially to ensure the protection
awarding the variable portion of compensation: in 2021, 100% of of whistleblowers.
directors had a Sustainable Development objective in their individual
performance plan. In 2021, nine alerts were received (two for HBPO and seven for Intelligent 4
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
Since 2021, the assessment of a supplier has had certain consequences: the Group’s activities within its value chain, alerts mainly concern issues
a supplier whose risk is high will first of all be accompanied, in order to related to ethics risks.
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 MONITORING OF MEASURES IMPLEMENTED AND ASSESSMENT
action plan that will be validated and monitored by Plastic Omnium. In the OF THEIR EFFECTIVENESS
absence of an action and improvement plan, it may be excluded from the Extra-financial data is presented annually in this section and is monitored
panel. on a monthly, quarterly or annual basis using dedicated reporting tools to
measure changes, improvements and any discrepancies to be corrected.
Additional measures are also in place: These data concern, for example, work organization, overtime,
● the conditional requirement to certain contractors to be certified compensation, incidents of discrimination, equal opportunities, health and
according to the ISO 14001, ISO 45001 standards; safety as well as greenhouse gas emissions and energy consumption,
consumption of raw materials, waste and environmental incidents.
● a major discrepancy identified, for example during an audit, that may
lead the Group to take all necessary measures to guarantee its integrity The issues covered in the ACT FOR ALL™ program are subject to specific
and sustainability; monitoring within dedicated Committees. In addition, targets have been
set for the ACT FOR ALLTM program’s 13 markers by 2025 with
● training; intermediate annual targets (See the ACT FOR ALLTM table on p. 138).
● the inclusion of contractual clauses on social and environmental issues The assessments carried out by third parties show a constant
in the General Supply Terms and Conditions in its supplier, improvement in the Group’s non-financial performance (refer to the
subcontractor and service provider contracts. 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
● chemical products: products covered by the European REACH system in 2021, i.e. 1,250 additional suppliers integrated compared to
regulation must be registered. Plastic Omnium is working with an last year. In addition, a diagnostic tool being implemented will make it
external service provider to ensure that products meet regulations and possible to identify, from 2022, the suppliers most at risk. This risk
that the safety data sheets (which provide information on risks and analysis will cover all of Plastic Omnium’s suppliers, representing more
stipulate usage precautions) are up to date. Because the lists of than 95%.
products covered by REACH change regularly, this work involves
anticipating regulations;
● conflict minerals (see p. 164).

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The “European taxonomy”

4.5  THE “EUROPEAN TAXONOMY”(1)

THE TAXONOMY REGULATION Methodology


On June 22, 2020, the Official Journal of the European Commission ● An eligible activity is an activity described in the delegated acts relating
published the Taxonomy Regulation (EU) 2020/852 to introduce a new to the six environmental objectives of the taxonomy, independently of
non-financial reporting standard to ease sustainable investments. the environmental performance of these activities. The eligible
activities were selected by the regulator for their ability to contribute to
the targeted objectives.
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
● Enable financial players to display the “green” portion of their portfolio. environmental objectives (DNSH principle: “Do No Significant Harm”);
● 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
existing legislation and labels.
Method of application
● Financial market players, which must provide information on how and Obligation for the 2021 fiscal year (NFRD published early 2022):
to what extent their financial products support economic activities that ● two objectives are covered: the delegated act of June 4, 2021
meet the environmental sustainability criteria of the Taxonomy. specified the criteria for an activity to qualify as contributing
● Companies subject to NFRD requirements, which must describe the substantially to either mitigation or adaptation to climate change;
extent to which their activities meet the environmental sustainability ● a simplified reporting on the eligibility of economic activities;
criteria of the Taxonomy.
● 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 ADAPTATION TRANSITION
MITIGATION TO CLIMATE CHANGE TO A CIRCULAR ECONOMY

4 5 6
SUSTAINABLE USE
PROTECTION AND RESTORATION
POLLUTION PREVENTION AND PROTECTION
OF BIODIVERSITY
AND REDUCTION OF AQUATIC AND MARINE
AND ECOSYSTEMS
RESOURCES

(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.

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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 ● hydrogen fuel tanks 3.2 Manufacture of equipment for the production and use
27.11 ● fuel cell stacks of hydrogen
27.90 ● integrated hydrogen systems
Revenue
Manufacturing equipment (bumpers, tailgates, fuel tanks, OPEX
29.32 front-end modules, interior modules: cockpit and center 3.3 Manufacture of low carbon technologies for transport CAPEX
console) for electric or plug-in hybrid vehicles.
Manufacture of:
29.32 3.4 Manufacture of batteries*
● electric batteries

* Plastic Omnium did not record any sales in this activity at December 31, 2021.

Identification of sustainable activities ● platforms producing equipment that is solely for electric or hybrid

The Group relies on its internal financial reporting based on a


vehicles;
share of activity related to equipment for electric vehicles from
4
sub-segmentation of activities, which makes it possible to isolate: ●

common platforms for electric and internal combustion vehicles,


● hydrogen activity; based on IHS(1) information as of December 31, 2021.
● battery activity; In addition, the Group is committed to reducing its environmental impact.
● activities serving hybrid vehicles in “Clean Energy Systems” business To do this, it incurs operating expenses and investments in eligible
line; “support activities”, enabling it to reduce its greenhouse gases emissions.
● 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
Energy improvement works OPEX
equipment
CAPEX
7.6 Installation, maintenance and repair of renewable
Installation for the operation of renewable energies
energy technologies
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, Increase in the balance sheet gross value of property,
Consolidated financial
Denominator repair of property, plant and equipment (including plant and equipment (IAS 16), intangible assets
statements (see p. 197)
building renovation) and R&D (IAS 38), and lease rights-of-use (IFRS 16)
Above costs related to eligible activities in a plan to The above increases related to eligible activities
increase the share of eligible activity within five years resulting from a plan to increase the share of aligned
Numerator Revenue from eligible activities
and related to the acquisition of eligible products and activities within five years, and related to the acquisition
services of the products and services of eligible activities

(1) IHS for “IHS Markit”, an Anglo-American specialist economic information company, which publishes trends and forecasts, including for the automotive sector.

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4 NON-FINANCIAL REPORTING DISCLOSURE
The “European taxonomy”

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 Group
(IFRS) (Economic)
Taxonomy activities % Total % Total
3.2 Manufacture of equipment for the production and use of hydrogen <0.1% <0.1% *
3.3 Manufacture of low carbon technologies for transport 15.4% 16.2%
TOTAL ELIGIBLE 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)

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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


Increases in intangible assets in fiscal year 2021 * 16,645
Increases in full ownership of property, plant and equipment in fiscal year 2021 ** 160,101
Increases in lease right-of-use assets (IFRS 16) in fiscal year 2021 ** 48,226
TOTAL GROUP TAXONOMY CAPEX 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
4
Taxonomy activities % total
3.2 Manufacture of equipment for the production and use of hydrogen 5.3%
3.3 Manufacture of low carbon technologies for transport 13.3%
3.4 Manufacture of batteries 0.5%
TOTAL ASSOCIATED WITH ELIGIBLE ACTIVITIES 19.1%
Support activities 3.3%
TOTAL ELIGIBLE 22.4%
TOTAL NON-ELIGIBLE 77.6%

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4 NON-FINANCIAL REPORTING DISCLOSURE
Other non-financial indicators

4.6  OTHER NON-FINANCIAL INDICATORS

SOCIAL AND SOCIETAL INDICATORS


ACCIDENT FREQUENCY AND SEVERITY RATES (EXCLUDING TEMPORARY STAFF)

2019 2020 2021


FR1: Workplace accident frequency rate with lost time
in number of accidents per million hours worked 1.17 1.04 0.54
FR2: Workplace accident frequency rate, with and without lost time
in number of accidents per million hours worked 1.84 1.49 0.8
SR: Severity rate of workplace accidents
in number of days lost per thousand hours worked 0.03 0.03 0.03

SAFETY INDICATORS (INCLUDING TEMPORARY STAFF)

2019 2020 2021


Number of first aid cases 1,681 1,161 1,018
Number of workplace accidents without lost time 33 18 12
Number of workplace accidents with lost time 64 47 31
Number of days of workplace accident-related lost time 1,282 1,357 1,223

WORKFORCE BY TYPE OF WORK CONTRACT

2019 2020 2021


Permanent employment contracts 21,913 80% 21,473 82% 20,872 83%
Fixed-term employment contracts 1,266 5% 1,163 4% 931 4%
Registered employees 23,179 22,636 21,803
Temporary 4,122 15% 3,783 14% 3,243 13%
TOTAL EMPLOYEES (REGISTERED AND TEMPORARY) 27,301 26,419 25,046

BREAKDOWN OF WORKFORCE BY REGION AND TYPE OF EMPLOYMENT CONTRACT

Permanent Fixed-term
employment employment Total
contract contract registered Temporary Total
France 2,849 9 2,858 411 3,269
Western Europe excluding France 6,245 459 6,704 970 7,674
Eastern Europe 3,387 307 3,694 321 4,015
North America 5,170 3 5,173 395 5,568
South America and Africa 1,243 125 1,368 248 1,616
Asia 1,978 28 2,006 898 2,904
TOTAL 20,872 931 21,803 3,243 25,046

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NON-FINANCIAL REPORTING DISCLOSURE
Other non-financial indicators

NUMBER OF EMPLOYEES HIRED DURING THE YEAR

2019 2020 2021


Managers hired 616 389 600
Non-Managers hired 4,806 2,904 2,663
TOTAL 5,422 3,293 3,263

NUMBER OF DEPARTURES DURING THE YEAR

2019 2020 2021


Redundancies 525 382 361
Terminations for other reasons 1,730 1,332 1,066
Other departures 2,065 1,405 1,930
TOTAL 4,320 3,119 3,357

NUMBER OF MANAGERS HIRED DURING THE YEAR PER REGION

162 132
4
Asia France

69
25
Western Europe
South America excluding France
and Africa
165 47
North America Eastern Europe

PERSONNEL COSTS

In thousands of euros 2019 2020 2021


Wages and salaries (835,462) (782,963) (791,816)
Payroll taxes (248,762) (224,490) (233,487)
Non-discretionary profit-sharing (19,213) (13,916) (14,873)
Pension and other post-employment benefit costs (5,626) (9,376) (4,520)
Share-based payments (2,492) (1,408) (2,086)
Other personnel costs (47,356) (22,757) (42,700)
TOTAL PERSONNEL COSTS EXCLUDING TEMPORARY STAFF COSTS (1,158,911) (1,054,910) (1,089,482)
Temporary staff costs (147,890) (98,875) (93,198)
TOTAL PERSONNEL COSTS INCLUDING TEMPORARY STAFF COSTS (1,306,801) (1,153,785) (1,182,680)

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4 NON-FINANCIAL REPORTING DISCLOSURE
Other non-financial indicators

NUMBER OF EMPLOYEES WORKING IN SHIFTS

2019 2020 2021


Employees working in shifts 14,911 14,453 13,947
of which employees working only nights 1,425 1,145 1,148
of which employees working only weekends 131 247 98
Part-time employees 437 446 422

OVERTIME HOURS

2019 2020 2021


Hours worked per week From 35 hrs. to 48 hrs. From 35 hrs. to 48 hrs. From 35 hrs. to 48 hrs.
Overtime (full-time equivalent) 1,297 920 935

MOBILITY RATE FOR MANAGERS

2019 2020 2021


France 12% 11% 24%
Western Europe excluding France 11% 7% 9%
Eastern Europe 10% 10% 5%
North America 15% 14% 5%
South America and Africa 19% 12% 5%
Asia 16% 12% 17%
TOTAL 13% 11% 10%

RELATIONSHIPS AND SOCIAL DIALOG

2019 2020 2021


Existing committees 181 182 181
of which Works Councils 73 71 70
Other committees (training, etc.) 86 82 85
Number of trade unions represented 38 37 37
Number of Company agreements signed during the year 267 313 248
Agreements on health and safety at work 24 31 21
Percentage of employees covered by a collective agreement 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

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NON-FINANCIAL REPORTING DISCLOSURE
Other non-financial indicators

ENVIRONMENTAL INDICATORS
ANNUAL CONSUMPTION OF RAW MATERIALS (in metric tons)

2019 2020 2021x


New plastics 338,535 258,993 258,752
Blank composites 16,069 7,411 7,011
Recycled plastics 15,051 6,463 9,560
TOTAL PLASTICS 369,656 272,866 275,323

Water management
Water is a raw material, mainly used to cool circuits. To do so, it is Waste water is water used in painting processes, where it is reprocessed,
consumed preferably through a closed loop in order to limit the total and the paint sludge enters the waste management circuits in compliance
volume consumed. with sanitary water regulations.

WATER CONSUMPTION

2019 2020 2021


Annual consumption (in m ) 3
1,306,024 967,487 1 007,006 
4
Consumption (in l/kg of processed material) 3.252 3.250  3.370
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)

1.61 1.64
445,623
5,586 1.42
360,919 366,845
169,128 5,383 5,874 1.21 1.22
1.11
141,828 145,483
0.86 0.87
0.81
HBPO
270,908 Clean Energy
213,709 215,489
Systems
Intelligent Exterior
Systems 2019 2020 2021
2019 2020 2021 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 2021


ISO 50001 certified sites 34 34 41 

(1) Location-based

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4 NON-FINANCIAL REPORTING DISCLOSURE
Other non-financial indicators

NUMBER OF SITES CERTIFIED TO ISO 14001 STANDARDS

  2019 2020 2021


ISO 14001 certified sites 99 96 103

NUMBER OF SITES CERTIFIED ISO 45001

78 80
75

2019 2020 2021

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Methodology

4.7  METHODOLOGY

SCOPE OF THE REPORT 2.3  the indicators approved on November 30, 2020 and considered as
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
The reporting scope aims to represent all the businesses of Compagnie employees with disabilities, economic and financial information:
Plastic Omnium SE. For 2021, the corporate, social and environmental market share, growth forecast, investments, etc.;
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
The water and energy consumption of the vendor managed inventory measures taken following incidents of discrimination, committees,
(VMI) managed by Intelligent Exterior Systems and Clean Energy Systems other commissions, number of trade unions represented, company
is also included, as are the resulting CO2 emissions. agreements, agreements on health and safety in the workplace.
The Group has eight facilities classified for the protection of the All indicators are calculated on the IFRS scope and given for two or
environment (ICPE) subject to authorization, one ICPE subject to three years to enable comparability.
registration and two ICPEs subject to declaration.
For the HSE part: all “quantitative” indicators are approved on
1.1 Employees by type of contract and temporary employees at November 30, then extrapolated over 12 months (water, energy, plastic,
December 31, 2021 include all the legal entities in the management paint & solvent consumption, VOC & GHG emissions, waste, etc.).
accounts’ consolidation scope.
HSE indicators on energy consumption, plastics and composites, solvents,
1.2 Likewise, registered employees are broken down by gender, by water, CO emissions, water discharges, waste and the correlated ratios
operators/employees/managers, as well as by age group, and were corrected for 2019 and/or 2020 following the detection of minor
temporary employees are included in all of the legal entities in the
scope of consolidation.
errors, concerning 11 sites.
4
Emission factors used to calculate  Location-Based  CO2 emissions
1.3 R&D indicators (number of sites, number of R&D employees) are resulting from electricity consumption are those of ADEME for France and
calculated on the basis of the Group’s scope (IFRS and Joint Venture). the IEA (International Energy Agency) for all other countries; data for
Changes in consolidation scope: 2020.

For social reporting, indicators are reported as of the establishment or Emission factors used to calculate Market-Based CO2 emissions resulting
consolidation of the site. The new sites in 2021 were IES Cologne SILS – from electricity consumption come from the IEA & RE-DISS Residual Mix
CES Jakarta – NE Wels – HBPO Hicom. No sites were excluded from the for European countries; 2020 data.
scope. For the other continents, in the absence of Market-Based emission
Concerning the HSE scope, the procedures for incorporating newly created factors, the IEA Location-Based emission factors are used.
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 EXTERNAL PROCEDURES AND CONTROLS
were excluded: IES Villaverde, now integrated into the IES Arevalo site,
and CES Eisenach, which has closed.
A specific reporting protocol for the HSE and Human Resources
Departments was developed and provides information about the
INDICATOR CALCULATION METHODS 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.
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,
2.1 the indicators approved on November 30, 2021 and extrapolated to based on a selection of corporate, social and environmental indicators,
December 31, based on the ratio of employees at across 14 sites representative of the Plastic Omnium Group’s operations
December/employees at November: gender breakdown, breakdown to check the quality and overall credibility of the reporting system.
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,
2.2  the indicators approved on November 30, 2021 and prorated to IES Taubate, CES α-Alphatech, CES Vigo Metal, CES Huron, CES Rayong,
December 31, based on the ratio of 12/11: internal and external HBPO Lozorno.
training hours, invoices from training organizations, number of
interns, number of employees trained since January 1, 2021 all The nature of the audits and the related conclusions are presented in a
environmental data (except for the number of ISO 14001 and specific certification at the end of this section.
ISO 50001 certified sites, approved on December 31); The glossary of indicators may be obtained upon request from the Group
Human Resources and HSE/Sustainable Development Department.

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4 NON-FINANCIAL REPORTING DISCLOSURE
Cross-reference table

4.8  CROSS-REFERENCE TABLE

SASB(2) themes
Principles of the (automotive
Key performance United Nations GRI(1)
parts
Themes Sub-themes Chapters Pages indicators Global Compact indicators repository)
1 28 GRI 201-1 Design for fuel
Business model
4.2 131 GRI 201-2 efficiency
Risk to the health 4.3.1.1 147 Frequency rate 1. Supporting and GRI 403-2
and safety of people FR1 (workplace respecting the GRI 403-3
accidents with lost time, protection of
including temporary internationally
staff): 0.63 proclaimed Human
FR2 (workplace Rights
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 4.3.1.2 150 Hours of training 1. Supporting and GRI 202-2
risks: per year and per respecting the GRI 404-1
employee: 18 hrs. protection of GRI 404-2
Social stakes GRI 404-3
Talent management Share of internationally
and key skills executive positions filled proclaimed Human
internally: 74% Rights GRI 405-1
Employee Management turnover GRI 406
engagement rate: 13.82% 3. Respecting freedom
Absenteeism rate: of association and GRI 102-41
Equal opportunities 2.81% recognizing the right to
/ diversity and Percentage of women collective bargaining
inclusion in the workforce: 26%
Proportion of engineers 6. Contributing to the
Social dialog and managers that are elimination of
women: 22.2% discrimination in
Proportion of women respect of employment
in senior management and occupation
positions: 15.7%
Percentage of women on
Executive Committees:
38 %
Number of workers with
disabilities: 421
Number of apprentices:
875

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Cross-reference table

SASB(2) themes
Principles of the (automotive
Key performance United Nations GRI(1) parts
Themes Sub-themes Chapters Pages indicators Global Compact indicators repository)
Business ethics and 4.3.2.1 159 Ethics Awareness Index: 10. Working against GRI 102-16 Competitive
tax evasion risks 89.5(3) corruption in all its GRI 102-17 behavior
forms, including GRI 205-1
extortion and bribery GRI 205-2
GRI 205-3
GRI 207-1
Cyber risk – IT 4.3.2.2 161 External audits: sites GRI 418
continuity of service certified or whose
– data protection certifications have been
renewed under the TISAX
standard: 9
Product safety and 4.3.2.3 161 Number of R&D centers: GRI 416-1 Product Safety
quality and 31
customer 57 patent families filed
satisfaction Percentage of sites
certified IATF 16949:
Societal stakes
97%

Responsible 4.3.2.4 163 Supplier Ethics Index: Principles 1 to 10 GRI 102-16 Materials
purchasing/supplier
risk
89% GRI 102-17
GRI 308-1
sourcing 4
GRI 308-2
GRI 406-1
GRI 407-1
Human Rights risk 4.3.2.5 164 Proportion of sites that Principles 1 to 10 GRI 408-1 Materials
proposed an action in GRI 409-1 sourcing
favor of communities: GRI 412-1
70% GRI 412-2
GRI 414-1
GRI 414-2
Risk relating to the 4.3.3.1 165 CO2 emissions: 7. Taking a cautious GRI 102-27 Energy
impact of climate scope 1: 75 kt eq CO2 approach to GRI 302-1 management
change on the scope 2: 312 kt eq CO2 environmental GRI 302-3
Company's business scope 3: 32,339 kt eq problems GRI 302-5
model CO2 8. Taking initiatives that GRI 305-1
Number of industrial will promote greater GRI 305-2
sites equipped to environmental GRI 302-3
generate renewable responsibility GRI 305-4
energy: 5 9. Promoting the GRI 305-5
development and
dissemination of
environmentally-friendly
technologies
Natural/climate 4.3.3.2 173 Water consumption: 7. Taking a cautious
disasters risk 3.370 l/kg of materials approach to
Environmental (non-adaptation to processed environmental
stakes climate change) Consumption of raw problems
materials: 298,779 t
Eco-design and 4.3.3.3 173 Proportion of recycled 8. Taking initiatives that GRI 301-1 Materials
recyclability risk or recovered waste: 86% will promote greater GRI 301-2 efficiency Design
environmental GRI 305-5 for fuel efficiency
responsibility GRI 306-5
9. Promoting the GRI 416-1
development and
dissemination of
environmentally-friendly
technologies
Biodiversity risk 4.3.3.4 176 Index in the process 7. Taking a cautious GRI 304-1
of being defined approach to GRI 304-2
environmental GRI 304-3
problems

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4 NON-FINANCIAL REPORTING DISCLOSURE
Cross-reference table

SASB(2) themes
Principles of the (automotive
Key performance United Nations GRI(1) parts
Themes Sub-themes Chapters Pages indicators Global Compact indicators repository)
Risk mapping 4.4 177 Number of sites certified Principles 1 to 10 Materials sourcing
to ISO 14001 standards:
103
Number of sites certified
to ISO 45001 standards:
80
Number of sites certified
to ISO 50001 standards:
41
Assessment 4.4 178 Ethics Awareness Index: GRI 308-1
measures 89.5 GRI 412-1
GRI 412-2
Duty of vigilance GRI 412-3
GRI 414-1
Prevention and 4.4 179
mitigation actions
Whistleblowing 4.4 179 Number of alerts
procedure 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.

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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.

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4 NON-FINANCIAL REPORTING DISCLOSURE
Report from the Independent third Party

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.

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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
certain risks related to Product quality and safety, Customer satisfaction, Business ethics, Responsible supply chain, our work was carried out on the 4
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  Edwige REY


Partner 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).

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4 NON-FINANCIAL REPORTING DISCLOSURE
Report from the Independent third Party

ANNEXE 1: INFORMATION CONSIDERED MOST IMPORTANT

QUALITATIVE INFORMATION Social


(ACTIONS AND RESULTS) ● Total workforce and breakdown by gender, age and position

● Product quality and safety ● Tf1 - Lost time accident frequency rate

● Business ethics ● Tf2 - Frequency rate of work accidents with and without lost time

● Responsible Purchasing ● Ratio of the number of Top Safety visits / person / year

● Health, safety and working conditions ● Management turnover rate

● Energy efficiency and greenhouse gas emissions ● Absenteeism rate


● Hours of training

QUANTITATIVE INDICATORS ● Average number of committees

(INCLUDING KEY PERFORMANCE INDICATORS) Societal


Environment ● Family of registered patents
● Electricity consumption / kg of transformed materials purchased ● Responsible Purchasing Index
● Share of green electricity consumption ● Percentage of ethical training
● Gas consumption / kg of transformed materials purchased ● Number of R&D centers and number of employees working in R&D
● Part of waste recycled and recovered centers

● GHG emissions / kg of transformed materials purchased ● Part of IATF 16949 certified sites

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5
CONSOLIDATED
FINANCIAL
STATEMENTS 2021
RFA DPEF
AFR

PREAMBLE TO THE CONSOLIDATED FINANCIAL


STATEMENTS 198
Financial indicators 198

5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK 200


5.1.1 Comments on the consolidated financial statements 200
5.1.2 Investments 203
5.1.3 Outlook and events after the reporting period 203

5.2 CONSOLIDATED FINANCIAL STATEMENTS


AT DECEMBER 31, 2021 206
5.2.1 Balance sheet 206
5.2.2 Income statement 207
5.2.3 Statement of comprehensive net inco me and gains
and losses recognized directly in equity 208
5.2.4 Statement of changes in equity 209
5.2.5 Statement of cash-flows 211
5.2.6 Notes to the consolidated financial statements 213

5.3 STATUTORY AUDITORS’ REPORT ON THE


CONSOLIDATED FINANCIAL STATEMENTS 282

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS

PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL INDICATORS

In the context of its financial communication, the Group uses financial of “economic revenue” for its operational management, which
indicators based on aggregates taken from the consolidated financial corresponds to the consolidated revenue of the Group and its joint
statements prepared in accordance with IFRS, as adopted in the ventures at their percentage stake: Yanfeng Plastic Omnium, the Chinese
European Union. leader in exterior body parts, SHB Automotive modules, the leading
Korean front-end module company and BPO, a major player in the Turkish
As indicated in Note 3.1 of the consolidated financial statements at
exterior equipment market.
December 31, 2021, on segment information, the Group uses the notion

RECONCILIATION OF ECONOMIC REVENUE WITH CONSOLIDATED REVENU

In thousands of euros 2021 2020


ECONOMIC REVENUE 8,017,155 7,732,070
Including revenue from joint ventures at the Group’s percentage stake 783,844 658,843
CONSOLIDATED REVENUE 7,233,311 7,073,227

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Comments
on the fiscal year
and outlook

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Comments on the fiscal year and outlook

5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK

5.1.1 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS

In millions of euros 2020 2021 Change


Economic revenue 7,732 8,017 +3.7%
Consolidated revenue 7,073 7,233 +2.3%
Operating margin 118 303 +€185m
% of consolidated revenue 1.7% 4.2% +2.5 pts
Impairment of assets (255) (5) N/A
Net result – Group share (251) 126 +€377m
EBITDA 648 771 +€123m
% of consolidated revenue 9.2% 10.7% +1.5pt
Investments 374 294 -€80m
Real estate divestment - (6) -€6m
Free cash-flow 34 251 +€217m
Net debt at 12/31 807 854 +€47m
Net debt/equity and quasi-equity 41% 41% stable
Net debt/EBITDA 1.2 1.1 -0.1 pt

Plastic Omnium's financial performance in 2021 reflects a stark contrast In the second half of 2021, the market faced an acceleration in
between the first and second semesters, reflecting market conditions and semiconductor shortages with a loss of production of 5.5 million vehicles
in particular, the shortages of electronic components.  worldwide. Against this backdrop, the Group recorded a decline in revenue
and operating margin compared to H2 2020. This decline has been
In the first half of 2021, Plastic Omnium reported a sharp rebound in
contained thanks to reinforced measures to improve flexibility and
earnings as the market recovered, this despite the first signs of
optimise costs. 
disruptions caused by semiconductor shortages.

In millions of euros H1 2021 H2 2021 H2 2020


Economic revenue 4,138 3,879 4,499
Consolidated revenue 3,784 3,449 4,111
Operating margin 234 69 234
% of consolidated revenue 6.2% 2.0% 5.7%
Net result – Group share 142 (16) 152
EBITDA 461 310 477
% of consolidated revenue 12.2% 9.0% 11.6%
Investments 149 144 148
Free cash-flow 151 100 605
of which real estate divestment - - -
Net debt at end of period 890 854 807
Net debt/equity and quasi-equity 44% 41% 41%
Net debt/EBITDA (on a rolling 12-month basis) 0.9 1.1 1.2
Net debt/EBITDA (based on annualized half-year figures) 1.0 1.4 0.8

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Comments on the fiscal year and outlook

REVENUE

By business line Like-for-like


In millions of euros 2020 2021 Change change
Plastic Omnium Industries 5,628 5,826 +3.5% +4.5%
Plastic Omnium Modules 2,104 2,191 +4.1% +4.8%
ECONOMIC REVENUE 7,732 8,017 +3.7% +4.6%
Joint ventures 659 784 +19.0% +17.6%
Plastic Omnium Industries 5,143 5,239 +1.9% +3.1%
Plastic Omnium Modules 1,931 1,994 +3.3% +4.0%
CONSOLIDATED REVENUE 7,073 7,233 +2.3% +3.3%

In 2021, semiconductor shortages reduced global automotive production (outperformance of 2.9 points), China (outperformance of 4.1 points) and
by 9.6 million vehicles compared to the initial IHS forecast at the start of Asia, excluding China (outperformance of 10.3 points).
the year. Global production output came to 74.1 million vehicles in 2021
The Group’s geographical mix led to a 1-point outperformance at Group
versus 71.5 million in 2020, a year that saw the onset of the pandemic.
level, driven by both the Industries (+0.9 point) and Modules (+1.2 point)
In this context, the Group's economic revenue (including the share of business segments.
revenue of joint ventures, notably in China) amounted to €8,017 million,
Plastic Omnium's 2021 consolidated revenue amounted to €7,233
up by 3.7%, and 4.6% at constant scope and exchange rates compared to
million, up by 3.3% at constant scope and exchange rates.
2020, including a negative currency impact of €66 million.
Plastic Omnium business activities significantly outperformed automotive
production in Europe (outperformance of 5.3 points), North America

Outperformance/
By region Like-for-like automotive
In millions of euros and as a % of economic revenue 2020 2021 Change change production
4,186 4,210
5
Europe 54.1% 52.6% +0.6% +0.5% +5.3 pts
2,064 2,048
North America 26.6% 25.5% -0.8% +2.9% +2.9 pts
823 939
China 10.6% 11.7% +14.2% +10.7% +4.1 pts
497 571
Asia excluding China 6.4% 7.1% +14.9% +17.9% +10.3 pts
163 249
Other 2.1% 3.1% +53.1% +62.3% -
ECONOMIC REVENUE 7,732 8,017 +3.7% +4.6% +1.0 PT
Joint ventures 659 784 +19.0% +17.6% -
CONSOLIDATED REVENUE 7,073 7,233 +2.3% +3.3% -0.3 PT

In Europe, Plastic Omnium’s revenue amounted to €4,210 million. It was In China, the world’s largest automotive market, represents a growing
up by 0.5% at constant scope and exchange rates, while automotive share of the Group’s economic revenue. In 2021, this amounted to
production was down -4.8%. This outperformance of 5.3 points was driven €939 million, up 10.7% at constant scope and exchange rates
mainly by the success of the modular offer in Germany, and the growth in (outperformance of 4.1 points). This country now accounts for 12% of
sales by Plastic Omnium Industries in France. Plastic Omnium’s economic revenue, compared with 11% in 2020 and 9%
in 2019. This growth was driven by the strengthened leadership positions
In North America, Plastic Omnium’s revenue totaled €2,048 million. It
of the Industries business lines and the ramp-up of modules, particularly
was up by 2.9% at constant scope and exchange rates thanks to the
in the electric vehicle segment.
ramp-up of plants launched since 2018, despite stable production in the
automotive market.
In Asia excluding China, revenue amounted to €571 million, up 17.9% at RESILIENT FINANCIAL PERFORMANCE
constant scope and exchange rates, in a market up 7.5%. The business
benefited from good growth momentum in Japan, India, Thailand and Consolidated gross profit totaled €830 million in 2021, compared with
Malaysia. €642 million in 2020. It represented 11.5% of consolidated revenue vs.
9.1% in 2020.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Comments on the fiscal year and outlook

Market volatility in 2021 and the slowdown of the rebound post-Covid due Selling costs totaled €41 million (0.6% of consolidated revenue) versus
to global semiconductor shortages have led to erratic interruptions in €34 million (0.5% of consolidated revenue) in 2020.
production and plant closures lasting several weeks. At the same time,
Administrative costs fell from €230 million in 2020 to €252 million in
raw material and transportation costs rose in several countries. The
2021, representing 3.5% of consolidated revenue vs. 3.3% in 2020.
impact of these exogenous factors is estimated to be €160 million on the
level of operating margin, with production stoppages representing by far Amortization of intangible assets acquired in business combinations
the major part of these costs. 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 Group’s share of the income of associates and joint ventures was €43
the financial impact of production losses. The two key initiatives, indirect million in 2021 versus €29 million in 2020.
purchasing and design and development, contributed as planned to €100
The Group's operating margin amounted to €303 million and represented
million in run-rate savings in 2021.
5.2% of consolidated revenue, of which 271 million euros for Plastic
At the same time, the Greer plant in the US posted in 2021 a positive Omnium Industries (5.2% of revenue) and €32 million for Plastic Omnium
operating margin and net result, thanks to a rigorous action plan and a Modules (1.6% of revenue), an assembly activity whose performance
sustained ramp-up. should be assessed in relation to its low capital intensity.
Gross R&D spend over the period was €309 million, representing 4.3% of In the second half of 2020, given the rapid worsening of the
consolidated revenue (€310 million and 4.4% in 2020). Net R&D spend, semiconductor shortage, the Group’s operating margin amounted to €69
i.e. after deduction of capitalized development costs and amounts million, representing 2.0% of revenue (2.5% for Plastic Omnium Industries
recharged to customers, was €258 million (3.6% of consolidated revenue) and 0.7% for Plastic Omnium Modules), compared with €234 million, or
compared to €266 million in 2020 (3.8% of consolidated revenue). 5.7% of revenue in the second half of 2020.

2020 2021

Consolidated revenue and operating margin by business Operating Operating


In millions of euros Revenue margin % of revenue Revenue margin % of revenue
Plastic Omnium Industries 5,143 100 1.9% 5,239 271 5.2%
Plastic Omnium Modules 1,931 19 1.0% 1,994 32 1.6%
TOTAL 7,073 118 1.7% 7,233 303 4.2%

NET RESULT - GROUP SHARE: €126 MILLION FREE CASH-FLOW OF €251 MILLION COMPARED
The Group recorded non-recurring expenses of €56 million in 2021 TO €34 MILLION IN 2020
compared to €334 million in 2020. The sharp reduction is due to the EBITDA totaled €771 million in 2021 (10.7% of consolidated revenue)
absence of any significant impairment of assets in 2021. In 2020, the fall versus €648 million (9.2% of consolidated revenue) in 2020. The
in volumes attributable to the pandemic and the inclusion of the scenario Industries business line posted an EBITDA rate of 12.9% compared to
of a slow recovery in global automotive production led the Group to adjust 11% in 2020. In the second half of the year, EBITDA amounted to €310
the values of the assets in question. million (9.0% of revenue) as opposed to €477 million in the second half of
Net financial expenses amounted to €51 million in 2021 (0.7% of 2020 (11.6% of revenue) and €461 million in the first half of 2021
revenue) compared to expenses of €69 million in 2020 as a result of a (12.2% of revenue).
lower average cost of debt. In 2021, the Group recorded a tax expense of In a volatile market that lacks visibility, particularly in the second half of
€60 million compared to a tax benefit of €31 million in 2020, related to 2021, the Group has been particularly vigilant about its investments and
deferred tax effects. the management of its working capital requirement.
As a result, net result group share totalled €126 million in 2021, Investments were limited to €294 million, or 4.1% of consolidated
compared to a loss of €251 million in 2020, related to asset impairments revenue (compared with €374 million, or 5.3% in 2020), translating into a
of €255 million. In the second semestrer of 2021, in the context of reduction of €80 million or -21.4% against 2020. With manufacturing
deteriorating market conditions, net result group share amounted to -€16 capacity now in place to support future growth, Plastic Omnium is
million, with losses reduced by flexibility and cost optimization actions. prioritizing investments in innovation, new-generation radars, modules for
electric vehicles and hydrogen, one of the Company's future growth
drivers.

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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
5.1.3 OUTLOOK AND EVENTS AFTER
deterioration of €41 million, despite the crisis, is due to: 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
● sale of receivables amounted to €351 million euros at December 31,
occurred since the closing date.
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
● the difference between trade payables and trade receivables net of
significant direct impacts on the Group’s activities and assets for the
sales of receivables amounted to €530 million in 2021 as opposed to
following reasons:
€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 ● The activities and assets of its three Russian plants are not significant
cash-flow of €251 million, i.e. 3.5% of consolidated revenue compared to at Group level (revenue < 0.6% of the Group’s economic revenue in
€34 million in 2020 (0.5%). After generating €151 million in free cash 2021).
flow in the first semester, the Company generated €100 million in free
However, Plastic Omnium remains vigilant as to the indirect impacts that
cash flow in the second half of 2021.
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
OUTLOOK FOR 2022
2020 at €807 and down when excluding investments in EKPO. Plastic Omnium has set its targets for 2022 on the basis of the worldwide
During the year, Compagnie Plastic Omnium SE paid out dividends of €87 automotive production announced by IHS on February 11, 2022 at 81
million on its 2020 results (dividend of €0.49 per share, stable compared million vehicles (passenger vehicles < 3.5 T + light commercial vehicles),
to that related to the 2019 fiscal year). 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
In 2021, the Group's gearing ratio equates to 41% and net
debt/EBITDA to 1.1x leaving Plastic Omnium significant financial
which the Group intends to respond through its agility.
At the same time, in the longer term, the Group aims to play an active role
5
leeway to support future growth.
in the transformation of the automotive industry. It will continue its
As of December 31, 2021, the Group had liquidities of €2.7 billion industrial deployment in growth regions and its innovation efforts to
comprising €0.8 billion in available cash and €1.9 billion in confirmed, maintain its leadership and increase content per vehicle.
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;

5.1.2 INVESTMENTS ● an operating margin between 5% and 6% of revenue;


● 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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021

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5
CONSOLIDATED
FINANCIAL
STATEMENTS
at December 31,
2021

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 1,026,872 1,014,369
Other intangible assets 5.1.2 538,777 560,847
Property, plant and equipment 5.1.3 1,638,908 1,676,189
Investment property 5.1.4 30 30
Equity method and non-consolidated investments 5.1.5 304,413 180,342
Non-current financial assets(1) 5.1.6 87,422 18,062
Deferred tax assets 5.1.10 126,321 128,471
TOTAL NON-CURRENT ASSETS 3,722,743 3,578,310
Inventories 5.1.7 637,678 656,812
Finance receivables(1) 5.1.8 3,000 6,340
Trade receivables 5.1.9.2 734,277 814,400
Other receivables 5.1.9.3 354,395 318,307
Other financial assets and financial receivables(1) 5.1.8 43 301
Hedging instruments(1) 5.2.7 91 7,625
Cash and cash equivalents(1) 5.1.11 892,636 829,989
TOTAL CURRENT ASSETS 2,622,120 2,633,774
Assets held for sale - -
TOTAL ASSETS 6,344,863 6,212,084
Shareholders’ equity and liabilities
Capital 5.2.1.1 8,827 8,914
Treasury stock (47,759) (61,339)
Additional paid-in capital 17,389 17,389
Consolidated reserves 1,871,433 2,156,759
Net income for the period 126,372 (251,112)
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 1,976,262 1,870,611
Attributable to non-controlling interests 68,671 69,677
TOTAL SHAREHOLDERS’ EQUITY 2,044,933 1,940,288
Non-current borrowings(1) 5.2.6.7 1,323,182 1,307,681
Provisions for pensions and other post-employment benefits 5.2.5 86,552 100,331
Provisions 5.2.4 34,235 30,926
Non-current government grants 13,321 9,781
Deferred tax liabilities 5.1.10 40,428 43,477
TOTAL NON-CURRENT LIABILITIES 1,497,718 1,492,196
Bank overdrafts(1) 5.1.11.2 11,264 12,277
Current borrowings and financial debt(1) 5.2.6.7 500,929 349,160
Hedging instruments(1) 5.2.7 1,434 116
Provisions for liabilities and expenses 5.2.4 63,820 87,888
Current government grants 700 -
Trade payables 5.2.8.1 1,264,426 1,371,750
Other operating liabilities 5.2.8.2 959,639 958,409
TOTAL CURRENT LIABILITIES 2,802,212 2,779,600
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 6,344,863 6,212,084

(1) Components of net financial debt (see Note 5.2.6.7).

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.2 INCOME STATEMENT

In thousands of euros Notes 2021 % 2020 %


CONSOLIDATED SALES (REVENUE) 7,233,311 100.0% 7,073,227 100.0%
Cost of goods and services sold 4.2 (6,402,837) -88.5% (6,431,646) -90.9%
GROSS PROFIT 830,474 11.5% 641,581 9.1%
Research and Development costs 4.1 - 4.2 (258,048) -3.6% (266,064) -3.8%
Selling costs 4.2 (41,104) -0.6% (33,714) -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 3.9% 111,567 1.6%
Amortization of intangible assets acquired in business combinations 4.4 (19,704) -0.3% (22,393) -0.3%
Share of profit (loss) of associates and joint ventures 4.5 42,803 0.6% 29,101 0.4%
OPERATING MARGIN 302,758 4.2% 118,275 1.7%
Other operating income 4.6 23,438 0.3% 27,234 0.4%
Other operating expenses 4.6 (79,835) -1.1% (361,025) -5.1%
Borrowing costs 4.7 (48,617) -0.7% (59,836) -0.8%
Other financial income and expenses 4.7 (1,897) -0.0% (8,701) -0.1%
PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME TAX
AND AFTER SHARE OF PROFIT (LOSS) OF ASSOCIATES
AND JOINT VENTURES 195,847 2.7% (284,053) -4.0%
Income tax 4.8 (60,269) -0.8% 31,002 0.4% 5
NET PROFIT (LOSS) 135,578 1.9% (253,051) -3.6%
Net profit (loss) attributable to non-controlling interests 4.9 9,206 0.1% (1,940) -0.0%
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 -  (1.72) - 
● Diluted earnings per share (in euros) 0.87 -  (1.72) - 

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Consolidated financial statements at December 31, 2021

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) 126,372 182,350 (55,978) (251,112) (283,411) 32,300
Reclassified to the income statement 36,995 36,958 38 (45,877) (45,044) (833)
Reclassified in the period 193 260 (67) 165 261 (96)
Cash-flow hedges 193 260 (67) 165 261 (96)
Reclassified at a later date 36,802 36,698 105 (46,042) (45,305) (737)
Translation differences 37,103 37,103 - (48,160) (48,160) -
Cash-flow hedges (301) (405) 105 2,118 2,855 (737)
Gains/(losses) for the period – Interest rate instruments - - - - - -
Gains/(losses) for the period – Exchange rate instruments (301) (405) 105 2,118 2,855 (737)
Cannot be reclassified to the income statement at a later date 28,422 29,732 (1,310) (302) (1,163) 861
Actuarial gains/(losses) relating to defined benefit plans 11,883 13,193 (1,310) (2,852) (3,713) 861
Revaluation of long-term investments in equity instruments
and funds 12,532 12,532 - (4,031) (4,031) -
Revaluation of assets and liabilities due to hyperinflation
in Argentina 4,007 4,007 - 6,581 6,581 -
Total gains and losses recognized directly in equity – Group
share 65,417 66,689 (1,272) (46,179) (46,207) 28
NET PROFIT (LOSS) AND GAINS AND LOSSES RECOGNIZED
DIRECTLY IN EQUITY – GROUP SHARE(2) 191,789 249,039 (57,250) (297,291) (329,618) 32,328
Net profit (loss) for the period attributable to non-controlling
interests 9,206 13,497 (4,291) (1,940) (642) (1,298)
Reclassified to the income statement 3,436 3,436 - (4,736) (4,736) -
Reclassified at a later date 3,436 3,436 - (4,736) (4,736) -
Exchange differences on translating foreign operations 3,436 3,436 - (4,736) (4,736) -
Total gains and losses recognized directly in equity
– Non-controlling interests 3,436 3,436 - (4,736) (4,736) -
NET PROFIT (LOSS) AND GAINS AND LOSSES RECOGNIZED
DIRECTLY IN EQUITY – NON-CONTROLLING INTERESTS 12,642 16,933 (4,291) (6,676) (5,378) (1,298)
Net profit (loss) and gains and losses recognized directly
in equity 204,431 265,972 (61,541) (303,967) (334,996) 31,030

(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.

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Consolidated financial statements at December 31, 2021

5.2.4 STATEMENT OF CHANGES IN EQUITY

Shareholders’ equity
Attributable Attributable
to owners to non- Total share-
In thousands of euros Number of Capital Treasury Other Translation Group net of the controlling holders’
In thousand units for the number of shares shares Capital reserve stock reserves(1) differences profit parent interests equity
SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2019 148,566 8,914 17,389 (54,071) 2,044,775(1) (30,385) 258,197 2,244,819 98,774 2,343,593
Appropriation of net profit at December 31, 2019 - - - - 258,197 - (258,197) - - -
Net profit at December 31, 2020 - - - - - - (251,112) (251,112) (1,940) (253,051)
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) - - (2,852) - (2,852)
Cash-flow hedges – Interest rate instruments - - - - 165 - - 165 - 165
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) - - (4,031) - (4,031)
Revaluation of assets and liabilities due
to hyperinflation in Argentina - - - - 6,581 - - 6,581 - 6,581
NET PROFIT (LOSS) AND GAINS AND LOSSES
RECOGNIZED DIRECTLY IN EQUITY - - - - 262,837 (50,819) (509,309) (297,291) (6,676) (303,967)
Treasury stock transactions - - - (7,268) 667 - - (6,601) - (6,601)
Change in scope of consolidation and reserves - - - - - - - - 1,157 1,157 5
Dividends paid by Compagnie Plastic Omnium (2)
- - - - (71,221) - - (71,221) - (71,221)
Dividends paid by other Group companies - - - - - - - - (23,578) (23,578)
Stock option and share purchase plans - - - - 1,408 - - 1,408 - 1,408
Deferred tax on stock option and share purchase
plans - - - - (504) - - (504) - (504)
SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2020 148,566 8,914 17,389 (61,339) 2,237,962 (1)
(81,204) (251,112) 1,870,611 69,677 1,940,288

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Shareholders’ equity
Attributable Attributable
to owners to non- Total share-
In thousands of euros Number of Capital Treasury Other Translation Group net of the controlling holders’
In thousand units for the number of shares shares Capital reserve stock reserves(1) differences profit parent interests equity
1st – time application of IFRIC June 2021 –
IAS 19(3) - - - - 3,123 - - 3,123 - 3,123
SHAREHOLDERS’ EQUITY AT JANUARY 01, 2021 148,566 8,914 17,389 (61,339) 2,241,085 (81,204) (251,112) 1,873,732 69,677 1,943,411
Appropriation of net profit at December 31, 2020 - - - - (251,112) - 251,112 - - -
Net profit at December 31, 2021 - - - - - - 126,372 126,372 9,206 135,578
Total gains and losses recognized directly in equity - - - - 22,675 42,742 - 65,417 3,436 68,853
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 - - 11,883 - 11,883
Cash-flow hedges – Interest rate instruments - - - - 193 - - 193 - 193
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 - - 12,532 - 12,532
Revaluation of assets and liabilities
due to hyperinflation in Argentina - - - - 4,007 - - 4,007 - 4,007
Net profit (loss) and gains and losses recognized
directly in equity - - - - (228,437) 42,742 377,484 191,789 12,642 204,431
Treasury stock transactions - - - (19,463) 114 - - (19,349) - (19,349)
Capital reduction (cancellation of treasury stock) (1,444) (87) - 33,043 (33,043) - - (87) - (87)
Dividends paid by Compagnie Plastic Omnium(2) - - - - (71,287) - - (71,287) - (71,287)
Dividends paid by other Group companies - - - - - - - - (13,648) (13,648)
Stock option and share purchase plans - - - - 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 (47,759) 1,909,895(1) (38,462) 126,372 1,976,262 68,671 2,044,933

(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”.

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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 (253,051)
Dividends received from associates and joint ventures 31,553 35,473
Non-cash items 522,348 776,941
Share of profit (loss) of associates and joint ventures 4.5 (42,803) (29,101)
Stock option plan expense 5.2.3 1,970 1,408
Other adjustments (4,382) 4,676
Depreciation and provisions for impairment of property, plant and equipment 287,134 472,593
Amortization and provisions for impairment of intangible assets 183,331 288,313
Changes in provisions (20,207) 12,861
Net (gains)/losses on disposals of non-current assets 9,852 584
Operating grants recognized in the income statement (1,427) (825)
Current and deferred taxes 4.8.1 60,263 (31,002)
Cost of net debt 48,617 57,434
CASH GENERATED BY OPERATIONS (BEFORE COST OF NET DEBT AND TAX) (A) 689,479 559,363
Change in inventories and work-in-progress – net 40,718 52,740
Change in trade receivables – net 125,485 (10,329)
Change in trade payables
Change in other operating assets and liabilities – net
(170,872)
(66,805)
(43,988)
(43,510)
5
CHANGE IN WORKING CAPITAL REQUIREMENTS (B) (71,474) (45,088)
TAXES PAID (C) (30,676) (39,676)
Interest paid (44,815) (70,603)
Interest received 2,406 4,010
NET FINANCIAL INTEREST PAID (D) (42,409) (66,593)
NET CASH GENERATED BY OPERATING ACTIVITIES (A+B+C+D) 544,920 408,006
II – CASH-FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property, plant and equipment 3.1.3 (160,101) (217,654)
Acquisitions of intangible assets 3.1.3 (145,195) (143,018)
Disposals of property, plant and equipment 7,245 2,651
Disposals of intangible assets 946 1,046
Net change in advances to suppliers of fixed assets (2,322) (20,028)
Investment grants received 5,497 2,758
NET CASH USED IN OPERATIONS-RELATED INVESTING ACTIVITIES (E) (293,930) (374,245)
FREE CASH-FLOW (A + B + C + D + E) 250,990 33,761

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 (43,486) (812)
Acquisitions of long-term investments in equity instruments and funds 5.1.6.1 (57,549) (7,107)
Disposals of long-term investments in listed equity instruments and funds 5.1.6.1 237 50,337
Impact of changes in scope of consolidation – cash and cash equivalents contributed by companies
entering the scope of consolidation 5.1.12 406 1,418
Net cash from financial transactions (F) (100,392) 43,836
NET CASH FROM INVESTING ACTIVITIES (E+F) (394,322) (330,410)
III - CASH-FLOWS FROM FINANCING ACTIVITIES
Increases/reductions in share capital and premiums 5.2.1.1 (87) -
Purchases/sales of treasury stock (19,349) (6,601)
Dividends paid by Compagnie Plastic Omnium SE to Burelle SA 5.1.13.1 - 5.2.2 (42,788) (42,788)
Dividends paid to other shareholders 5.1.13.2 (44,243) (51,502)
Increase in financial debt 5.2.6.7 618,298 566,866
Repayment of financial debt and lease contracts liabilities, net 5.1.3 - 5.2.6.7 (596,968) (845,347)
Net cash provided by (used in) financing activities (G) (85,137) (379,372)
Effect of exchange rate changes (I) (1,801) (13,590)
NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D + E + F + G + H + I) 63,660 (315,365)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5.1.11.2 - 5.2.6.7 817,712 1,133,078
CASH AND CASH EQUIVALENTS AT END OF PERIOD 5.1.11.2 - 5.2.6.7 881,372 817,712

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.6 NOTES TO THE CONSOLIDATED The terms “Compagnie Plastic Omnium”, “the Group” and “the Plastic
Omnium Group” refer to the group of companies comprising Compagnie
FINANCIAL STATEMENTS Plastic Omnium SE and its consolidated subsidiaries.
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
On February 17, 2022 the Board of Directors of the Plastic Omnium modules (“Modules” segment).
Group approved the consolidated financial statements for the year The Group has organized its business into two operating segments:
ended December 31, 2021, which will be submitted to the
Combined General Meeting on April 21, 2022. ● 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
PRESENTATION OF THE GROUP such as fuel cells and hydrogen propulsion.
Compagnie Plastic Omnium, a company governed by French law, was set ● Modules: modules design, development and assembly (HBPO).
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 Plastic Omnium Group shares have been traded on the Paris Stock
512 611 and its registered office is at 19, boulevard Jules Carteret, Exchange since 1965. The Group has been listed on Eurolist compartment
69007 Lyon, France. 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
Compagnie Plastic Omnium became a European company following a Group (60.20% excluding treasury stock) with voting rights of 73.28% at
decision of the General Meeting of Shareholders of April 25, 2019. From December 31, 2021.
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

Note 1 Accounting standards applied, Note 5 Notes to the balance sheet 242 5
accounting rules and methods 214
Note 6 Capital management and market
Note 2 Significant events of the period 221 risks 267

Note 3 Segment information 231 Note 7 Additional information 273

Note 4 Notes to the income statement 236

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

NOTE 1 ACCOUNTING STANDARDS APPLIED, ● the determination of substantive or protective rights granted to
shareholders, particularly related to the relevant businesses of the
ACCOUNTING RULES AND METHODS entity, namely those that have a significant impact on the entity’s
1.1 Accounting standards applied variable returns;
● 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 ● the right/exposure of the Group to the entity’s variable returns.
December 31, 2020 except the consideration of the most recent
interpretation relating to the method for attributing rights to periods of 1.2.2 Non-controlling interests
service as part of the measurement of employee benefits (IAS 19)
Non-controlling interests represent the share of interest that is not held by
validated in June 2021 by the IASB.
the Group. They are presented as a separate item in the income
They comply with IFRS standards and interpretations as adopted by the statement and under equity in the consolidated balance sheet, distinct
European Union at December 31, 2021 and available on the European from the profit and equity attributable to owners of the parent.
Commission website.
Non-controlling interests may be either measured at fair value on the
IFRS include the International Accounting Standards (IAS) and acquisition date (i.e. with a share of goodwill) or for their share in the fair
International Financial Reporting Standards (IFRS) as well as the value of identifiable net assets acquired. This choice can be made on a
International Financial Reporting Interpretations Committee (IFRIC) transaction-by-transaction basis.
decisions. These accounting principles do not differ significantly from the
Changes in a parent’s ownership interest in a subsidiary that do not
mandatory standards and interpretations as of December 31, 2021, as
change control are recognized as equity transactions. As such, in the
published by the IASB.
event of an increase (or decrease) in the percentage ownership interest of
The Group has not applied in advance standards, interpretations and the Group in a controlled entity, without change in control, the difference
amendments that are not mandatory at December 31, 2021. 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 amendments to IAS 37 “Provisions, Contingent Liabilities and
Contingent Assets”, which specify that the costs to be included in The changes that trigger a takeover have the following consequences.
determining whether a contract is onerous must include both the ● a theoretical sale of the historically held equity holding, with recognition
incremental costs of performing the contract and an allocation of other
of the gain or loss on disposal at the date of acquisition;
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 ● accounting for the business combinations under IFRS 3R “Business
noted that there is no impact as the aggregate currently used by the Combinations”.
Group in the analysis of onerous contracts is gross profit.
In addition, the clarifications provided by the IFRIC in April 2021 with
1.2.3 Translation of the financial statements of foreign
respect to the accounting treatment, as of the 2022 financial year, of the subsidiaries
costs of configuring and adapting software acquired in SaaS mode should Plastic Omnium Group uses the euro as its presentation currency in its
have no significant impact on the consolidated financial statements, the financial statements. The financial statements of foreign companies are
Group having few SaaS contracts. The analysis will be finalized by prepared in their functional currency, i.e. in the currency of the economic
June 30, 2022. 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
1.2 Scope of consolidation of their transactions in another currency. These financial statements are
1.2.1 Consolidation principles translated into the Group’s presentation currency, as follows:
Companies in which the Group holds more than 50% of the voting rights ● translation of balance sheet items, other than equity, at the closing
and in which governance arrangements allow the Group to have control rate;
over the companies, are fully consolidated. Companies in which the Group ● translation of income statement items at the average rate for the
holds less than 50% but over which the Group exercises control in period;
substance are also fully consolidated.
● 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 Goodwill arising from business combinations with foreign companies is
ventures” insofar as the Group has no joint operations, as well as recognized in the functional currency of the acquired entity. They are
companies over which the Group exercises significant influence subsequently translated into the Group’s presentation currency at the
(significant influence is presumed when the Group holds more than 20% closing rate, with the translation difference recognized in equity.
of the voting rights in a company), and classified as “Investments in On disposal of the entire interest in a foreign company, the related
associates”, are accounted for using the equity method. translation differences initially recognized in equity, are reclassified in
The Group mainly reviews the following elements and criteria in order to profit and loss.
assess whether joint control or significant influence is exercised over an
entity:
● governance: representation of the Group on governance bodies,
majority rules, veto rights;

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

1.2.4 Business combinations The accounting treatment applied is based on the identification by the
Group in most cases of two performance obligations, distinct from the
Business combinations are recognized by applying the acquisition
production of parts, under the Design business and the supply of certain
method. Identifiable assets, liabilities and contingent liabilities acquired
specific tooling whose control is transferred to clients.
are recognized at their fair value on the purchase date.
Products, including those explicitly included in the part price, are
The surplus of the sum of the price paid to the seller and, where
recognized at the start of series production. Payments received before the
appropriate, the value of the non-controlling interest in the company
start of series production are recorded in customer advances. The costs
acquired against the net balance of the assets acquired and the
related to these two performance obligations are recognized in inventories
identifiable liabilities assumed is recognized in goodwill.
during the project phase and then in expenses when their control is
Where the takeover is carried out through successive purchases, the transferred to the client, i.e. when series production is launched.
consideration also includes the acquisition-date fair value of the
acquirer’s previously held equity interest in the acquired company. The 1.3.3 Operating margin
previously held equity interest is measured at fair value through profit or
The Group presents an operating margin in the income statement before
loss.
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 business combinations; and
offset against goodwill adjustments on the basis of information obtained
● the share of income of associates and joint ventures.
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 The Group also presents an operating margin after taking these elements
any changes in deferred tax assets and liabilities, if they are related to into account.
new items that have occurred since the change of control. If they result
The first aggregate corresponds to revenue less direct selling costs,
from new information relating to facts existing at acquisition date and
Research and Development expenses, selling and administrative costs.
collected during the 12 months following this date, they are an offset to
“Net Research and Development expenses” include tax credits related to
the acquisition’s goodwill.
the research effort of Group subsidiaries (see Notes 4.1 “Breakdown of
Research and Development expenses” and 4.2 “Costs of goods and
1.3 Operational items services sold, development, selling and administrative costs”).

1.3.1 Segment information 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
Segment information is presented on the basis of the segments identified amortization of customer contracts and brands acquired in the context of
in the Group’s internal reporting and notified to the management in order
to decide on the allocation of resources and to analyze performance.
business combinations also presented on a separate line of the income
statement.
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
1.3.2 Revenue/“Revenue from Contracts with Customers” acquisitions and the share of profit (loss) of associates and joint ventures,
Since January 1, 2018, the Group has applied IFRS 15 “Revenue from termed “operating margin” in the income statement.
Contracts with Customers”. The operating margin does not include other operating income and
SALES OF PARTS expenses (see Note 1.3.4).
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
1.3.4 Other operating income and expenses
IFRS 15; in general, only firm orders received from customers are Other operating income and expenses essentially include:
analyzed as contracts creating a performance obligation. ● the results of the disposal of property, plant, equipment and intangible
Sales of parts are recognized when the significant risks and rewards of assets;
ownership of the goods are transferred to the buyer, usually upon delivery ● provisions for the impairment of property, plant, equipment and
of the goods, and measured at the fair value of the consideration intangible assets, including any impairment of goodwill;
received, net of discounts, rebates and other taxes on sales and customs
duties. ● exchange rate differences arising from different currency rates between
those used to recognize operating receivables and payables and those
SERVICES AND CREATION OF SPECIFIC TOOLING recorded when these receivables and debts are settled;
The project phase corresponds to the period during which the Group is ● unusual items corresponding to non-customary income and expenses
working on the development of the part to be produced, on the design and due to their frequency, nature or amount, such as profits and losses
manufacture of specific tooling to be used in production as well as on the realized in the context of changes in the scope of operations,
organization of future production processes and logistics. It begins with pre-start-up costs for large new plants, restructuring costs and those
the selection of the Group for the vehicle and the product concerned and related to employee downsizing measures.
is completed when the normal production volume is reached.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

1.3.5 Recognition of transactions in foreign currencies Receivables sold to third parties, which are removed from the balance
sheet, meet the following criteria:
Transactions in foreign currencies are initially recorded in the functional
currency at the rate on the transaction date. On the closing date, ● the rights attached to receivables are transferred to third parties;
monetary assets and liabilities are revalued at the rates prevailing at the
● substantially all the risks and rewards of ownership are transferred to
closing date. Non-monetary assets and liabilities are valued at the
third parties.
historical cost prevailing at the transaction date (for example: goodwill,
property, plant and equipment, inventories). Non-monetary assets and The risks taken into account are the following:
liabilities measured at fair value are valued at the rates prevailing at the ● credit risk,
date when fair value is determined.
● 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 ● the transfer of interest rate risk, which is fully assumed by the buyer.
operating income and expenses when they relate to operations and as net
financial income (expense) when they relate to financial transactions. 1.3.8 Grants
The grants received are recognized as liabilities in the balance sheet; they
1.3.6 Inventories and work in progress correspond to grants to finance investments in new sites, production
1.3.6.1 RAW MATERIAL INVENTORIES AND OTHER SUPPLIES equipment or Research and Development programs.
Raw material inventories and other supplies are measured at the lower of Grants are recognized in profit or loss at the gross profit level, as and
cost and net realizable value. when the assets acquired through these grants are depreciated or the
At the end of the fiscal year, a provision for impairment of these associated research expenses are recognized.
inventories is recorded when the estimated sales price of the finished
products for which they are earmarked in the normal course of business, 1.4 Staff costs and employee benefits
less the residual estimated selling, production and processing costs, is
less than their carrying amount. 1.4.1 Share-based payment
1.3.6.2 FINISHED AND SEMI-FINISHED PRODUCT INVENTORIES 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,
Finished and semi-finished products are valued on the basis of standard
using the Black & Scholes mathematical model.
production costs, revised annually. Cost includes raw materials and direct
and indirect production costs. These costs do not include any The fair value is recognized in “Personnel costs” on a straight-line basis
administrative overheads or IT not linked to production, Research and over the vesting period, with a corresponding adjustment to reserves.
Development expenses or selling costs. In addition, they do not include
When options are exercised, the cash amount received by the Group in
the cost of below-normal capacity utilization.
respect of the exercise price is recorded in cash and cash equivalents with
1.3.6.3 PROJECT INVENTORIES – TOOLS AND DEVELOPMENT a corresponding adjustment to consolidated reserves.
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 All Group employees are covered by pensions and other long-term
is recorded to bring the inventories to their net realizable value. 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
Receivables are recorded at their fair value at the time they are recorded. the method for attributing benefits to periods of service as part of the
The fair value generally corresponds to the nominal value of the measurement of employee benefits (IAS 19).
receivable as long as the sale has been carried out with normal payment The plans concerned are defined-benefit plans, satisfying all of the
terms. Impairment losses are booked to cover expected credit losses and following conditions:
identified risks of non-recovery. The amount of impairment is calculated
on a statistical basis for credit risk and counterparty by counterparty, on
● the attribution of benefits, paid in the form of a single benefit at the
an individual basis for non-recovery risk. 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
● benefits depend on the length of service in the company at the time of
in installments (for example: “development unit” prices contractually retirement and are capped after a certain number of years of service.
agreed by customers). These receivables have initial payment periods of End-of-Career Benefits provided by French companies are affected by this
more than one year and may bear interest in the framework of an asset change in method.
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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

The new method results in a provision only being made for employees 1.5 Other provisions
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 1.5.1 Provisions for employee downsizing
retirement. The impact for the Group is a reduction of €3.5 million in The cost of employee downsizing plans is recognized in the period in
actuarial debt. which a detailed plan is drawn up and announced to the employees
As the impact of the change in method on the consolidated income concerned or their representatives, thus creating a well-founded
statement was insignificant, it was decided to retain January 1, 2021 as expectation that the Group will implement this plan.
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
1.4.2.1 DEFINED-CONTRIBUTION PLANS to a likely outflow of resources for the benefit of these third parties
The cost of defined-contribution plans, corresponding to salary-based without a counterparty of at least equivalent value expected for the Group.
contributions to national bodies responsible for pension and Losses identified on onerous contracts, i.e. contracts whose unavoidable
death/disability insurance plans made in accordance with local laws and costs relating to their obligations are greater than the expected economic
practices in each country, is recognized as an operating expense. The benefits, are subject to provisions. These provisions are recognized in
Group has no legal or implicit obligation to pay additional contributions or current or non-current liabilities depending on whether they are short- or
future benefits. Consequently, no actuarial liability is recorded under medium/long-term in nature.
these defined-contribution plans.

1.4.2.2 DEFINED-BENEFIT PLANS 1.6 Goodwill, property, plant and equipment


Defined-benefit plans are mainly related to post-employment benefits and and intangible assets
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
● other pension and supplementary pension plans, mainly in the US, loss of value. Impairments on goodwill are irreversible.
France and Belgium;
Negative goodwill (badwill) is recorded in the income statement during the
● plans to cover healthcare costs in the US. year of acquisition.
Defined benefit plans are subject to provisions for staff benefits
calculated on the basis of actuarial valuations carried out by independent 1.6.2 Intangible assets
actuaries using the projected unit credit method. 1.6.2.1 RESEARCH AND DEVELOPMENT COSTS
These assessments take into account assumptions specific to each plan Development costs incurred during the project phase and related to the
execution of a contract with a customer not fulfilling a performance
5
such as:
obligation are recognized as intangible assets. These internal and external
● retirement dates determined according to the terms of the legislation costs relate to the work on the organization of purchasing, logistics and
and, in particular for French employees, a voluntary retirement industrial processes to produce the parts that will be ordered by
assumption when full benefit rights have been acquired; customers.
● mortality; These costs are recognized as intangible assets in progress during the
● the probability of active employees departing before retirement age; development phase and amortized on a straight-line basis over the
estimated life of the series production, i.e. generally three years for
● estimates of salary increases up to retirement age; exterior parts, five years for fuel systems and the “Modules” business.
● discount rates and inflation. The amortization of development hours is booked under Research and
When defined benefit plans are funded, the commitments under these Development costs.
plans are reduced by the market value of plan assets at the reporting Assets under construction are subject to annual impairment tests. As of
date. The valuation builds in long-term profitability assumptions for the their commissioning, impairment tests are carried out as soon as signs of
invested assets, calculated on the basis of the discount rate used to value impairment are identified.
company commitments.
Income received from related customers in respect of these costs is
Changes in provisions for defined-benefit obligations are recognized over recognized in revenue from the start of series production and over the
the benefit acquisition period, in the income statement under “Operating duration of production. Payments received before the start of series
expenses”, except for: production are recorded in customer advances.
● the effect of the reversal of discounting of the commitments recognized The accounting treatment of costs that satisfy a performance obligation is
in net financial income (expense); described in Note 1.3.2 “Revenue/Revenue from Contracts with
● actuarial gains and losses on post-employment benefit obligations Customers”.
recognized in equity. Furthermore, under IFRS 15, only the costs of obtaining contracts that
1.4.2.3 OTHER LONG-TERM BENEFITS 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
Other long-term benefits correspond mainly to long-service awards for the selection of the Group, whether or not the contract is obtained, are
French employees.
recognized as an expense for the period.
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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

1.6.2.3 OTHER INTANGIBLE ASSETS without transfer of control to customers, for which the Group will receive
Other intangible assets are measured at cost less accumulated an integrated compensation in the part price, where appropriate. In this
amortization and impairment losses. They are amortized according to the case, the compensation is recorded in revenue over the series’ production
straight-line method over their estimated useful lives. term.
They mainly included the “Ford-Milan,” “Faurecia Exterior Systems If fixed assets have been sold or transferred within the Group, any gains
business” and “HBPO” customer contracts in 2018. and losses are eliminated in the consolidated financial statements.
Property, plant and equipment are later recognized at cost less total
1.6.3 Property, plant and equipment depreciation based on their lifespan and total impairment.
1.6.3.1 ASSETS OWNED OUTRIGHT Maintenance and repair costs for fixed assets to restore or maintain the
Gross values future economic benefits that the company can expect in terms of the
Property, plant and equipment are initially recorded at their acquisition estimated level of performance at the time of acquisition are recognized
cost, at their cost of production when they are manufactured by the as an expense as incurred.
company for its own use (or subcontracted) or at their fair value for those
Future expenditures are capitalized only if it is probable that the future
acquired without consideration.
economic benefits associated with the expenditure benefit the Group, for
Property, plant and equipment may be specific tooling developed by the example, by an increase in the performance or effectiveness of the asset
Group in connection with production contracts signed with customers concerned.

Buildings 20 and 40 years


Real estate fixtures 10 years
Presses and transformation machines 7 - 10 years
Machining, finishing and other equipment 3 - 10 years

The Group applies the components approach to its real estate assets and The discount rate used to calculate the debt is determined, for each
major functional assemblies. 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
1.6.3.2 LEASE CONTRACTS obtain, at the start of the lease, to finance the acquisition of the leased
Since January 1, 2019, the Group has applied IFRS 16 “Leases” and has asset. This rate is obtained by adding the rate on government bonds with
chosen to apply for the transition the simplified retrospective method terms similar to the leased assets and the entity’s credit spread.
providing for the application of the new accounting treatment to leases in
The Group has adopted a tool allowing it to carry out, for each lease
force on January 1, 2019.
meeting the IFRS 16 capitalization criteria, an assessment of the
As part of the implementation of this standard, the Group assesses rights-of-use and the related financial debt and of all the impacts on the
whether a contract is a lease under IFRS 16 by assessing on the entry income statement and balance sheet in accordance with IFRS 16. This
date of said contract, whether the latter relates to a specific asset, and tool is used by all consolidated companies.
whether the Group obtains almost all of the economic benefits linked to
The amounts recognized as right-of-use assets and as financial debt
the use of the asset and the ability to control the use of this asset.
mainly relate to property leases of industrial sites, storage and
The two capitalization exemptions proposed by the standard for contracts administrative premises; the remainder mainly corresponds to industrial
with an initial term of less than or equal to twelve months and goods of equipment and vehicles.
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
The accounting treatment is as follows: and equipment and intangible assets
● recognition as property, plant and equipment of rights to use assets 1.6.4.1 IMPAIRMENT OF GOODWILL
under leases that meet the capitalization criteria defined by IFRS 16; Plastic Omnium Group goodwill is not amortized but is tested for
impairment at least annually, at year-end, as well as during the current
● recognition of a financial debt in respect of the obligation to pay rent year when there is evidence of impairment.
during the term of these contracts;
Impairment tests are carried out at the level of the cash-generating units
● recognition of a depreciation charge for the right-of-use of the asset (CGU) or groups of cash-generating units, which are:
and a financial charge relating to interest on the lease debt, which
partially replace the operating charge previously recorded in respect of ● “Industries”
the rent. The amortization period for the right-of-use is determined on ● “Modules”
the basis of the duration of the contract, taking into account an option
of renewal or termination when its exercise is reasonably certain; The net carrying amount of all assets (including goodwill), comprising each
cash-generating unit, is compared to its recoverable amount, i.e. the
● in the cash-flow statement, debt repayments affect financing flows. higher of the fair value less disposal costs and the value in use
determined using the discounted cash-flow method.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

These forecast data are based on the Group’s medium-term plans, which ● businesses or companies acquired with a view to subsequent sale.
are prepared for the next five years, revised as necessary to reflect the
Liabilities related to these assets, groups of assets, businesses and
most recent market conditions. Beyond this timeframe, a terminal value is
companies held for sale are also presented as a separate item under
calculated based on the capitalization of the data for the last year covered
liabilities in the balance sheet, “Liabilities directly related to assets held
by the business plan, using a long-term growth rate that reflects the
for sale”.
outlook for the market. These forecast data are then discounted.
Assets (or groups of assets) classified in this category are no longer
The assumptions used to determine the discount rates take into account:
depreciated. They are valued at the lower of their carrying amount and
● an industry risk premium; selling price, less selling costs. Any impairment losses are recognized by
the Group under “Other operating expenses”.
● an industry financing “spread” to assess the cost of debt;
On the balance sheet, data related to “Assets and activities held for sale”
● the rates used by comparable companies in each segment.
shown separately in the financial statements do not give rise to the
Sensitivity tests with an increase in the discount rate of 0.5% or a restatement of prior years in terms of presentation.
reduction of 0.5% in the long-term growth rate or a reduction of 0.5% in
In the income statement, the profit/loss (from the period and from the
the operating margin rate are systematically carried out. In the current
sale) of business operations or entities that meet the definition of a
economic context, 1-point sensitivity tests were also carried out, with no
discontinued operation are reported as a separate line item entitled “Net
impact on the test results.
income from discontinued operations” in each of the fiscal years
1.6.4.2 IMPAIRMENT OF DEPRECIABLE PROPERTY, PLANT presented.
AND EQUIPMENT AND INTANGIBLE ASSETS
Depreciable property, plant and equipment and intangible assets are 1.8 Financial items
subject to impairment tests from the time they enter service whenever
there is evidence of signs of impairment such as recurring losses for an 1.8.1 Financial assets (excluding derivatives)
entity, decisions to stop commercializing production, or site closures. 1.8.1.1 EQUITY INVESTMENTS AND FUNDS
Intangible assets in progress are also subject to a value test annually at These equity investments correspond to shares in listed companies as
year-end. well as units subscribed for in funds and venture capital companies. On
the acquisition date, they are measured at fair value plus transaction
1.6.5 Investment property costs directly attributable to their acquisition.
The items in the “Investment property” section of the Group’s balance
In accordance with IFRS 9:
sheet assets are not included in ordinary operations. These assets, which
belong to the Group, correspond to real estate: changes in the fair value of listed companies are accounted for using
5

the alternative method provided by IFRS 9 in “Other comprehensive
● not occupied on the balance sheet date and whose use is unspecified;
income in equity” (OCI) without recycling in profit or loss;
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
under operating leases. The impact of the application of this standard is not material for the
Plastic Omnium Group.
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 1.8.1.2 OTHER FINANCIAL ASSETS
reclassified as operating property) or lease them under one or more Other financial assets include loans, security deposits and surety bonds.
operating leases. They are measured at amortized cost. Whenever there is objective
Investment property is measured at fair value at the balance sheet date, evidence of impairment (i.e. a negative difference between the carrying
with changes in fair value recognized in profit or loss. The land on which amount and the recoverable amount), an impairment provision is
the buildings are constructed follows the same accounting treatment. An recognized through profit or loss. This impairment may be reversed if the
independent appraiser makes regular valuations as part of the year-end recoverable amount subsequently increases.
closing process. Between two valuations, the Group ensures that the real Other financial assets also include marketable securities that do not meet
estate market has not undergone any significant change. The fair value the criteria for classification as cash equivalents. They are valued at their
determined by the expert is assessed by direct reference to observable fair value on the closing date, and changes in fair value are recorded in
prices in an active market (level 2 fair value). 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 1.8.2 Cash and cash equivalents
investment property (see Note 5.1.4). Cash and cash equivalents presented in the Statement of Cash-Flows
include short-term, highly liquid cash items, readily convertibles into
1.7 Non-current assets held for sale 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
and discontinued operations
balances, with the exception of those authorized to cover short- or
The following items are classified as “Assets held for sale” on the balance medium-term cash needs arising from day-to-day operations. Cash
sheet, as soon as the assets or groups of assets are available-for-sale in equivalents correspond to short-term investments and are subject to a
their current state and the sale is highly probable: negligible risk of changes in value in the context of the temporary use of
cash surpluses (money market funds, negotiable debt securities, etc.).
● non-current assets held pending their sale;
Changes in the fair value of these assets are recognized in profit or loss.
● a group of assets held for sale and not for continuing use;

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 Basic earnings per share are calculated using the weighted average
method and the effective interest rate. 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 Diluted earnings per share take into consideration the average number of
foreseeable future are considered to be part of the net investment of the treasury shares deducted from equity and shares which might be issued
Plastic Omnium Group in this foreign business. The corresponding in respect of the fiscal year under stock option programs.
translation differences are recognized in equity.
1.11 Estimates and judgements
1.8.4 Derivatives and hedge accounting
In order to manage its interest rate risk, the Group uses OTC derivative In preparing its financial statements, the Plastic Omnium Group uses
instruments. These hedging instruments are valued and recognized in the estimates and assumptions to assess some of its assets, liabilities,
balance sheet at their fair value. income, expenses and commitments. These estimates and assumptions,
which are liable to result in significant adjustments to the carrying amount
Changes in the fair value of instruments described as “Cash-flow hedges” of assets and liabilities, are reviewed periodically by Senior Executives.
are recorded under “Other comprehensive income” (equity) for the The amounts in the future financial statements of the Group may include
effective parts and in financial income for the ineffective parts in changes in estimates or assumptions in light of past experience and
application of IFRS 9. changes in economic conditions.
Changes in the fair value of derivatives that do not qualify for hedge In general, the estimates and assumptions used during the fiscal year
accounting are recognized in profit or loss. were based on the information available at the balance sheet date.
Estimates may be revised depending on changes in the underlying
1.9 Income tax assumptions. These assumptions mainly concern:

In France, the entity Compagnie Plastic Omnium maintained the option for
the ordinary law tax consolidation system for itself and the French Deferred taxes
subsidiaries at least 95% controlled, as set out in Article 223 A of the Recognition of deferred tax assets depends on the probability of sufficient
French Tax Code. future profit being generated to permit their utilization. This leads the
In addition, the Group applies optional national consolidation or tax Group to make regular estimates of future taxable earnings, particularly
consolidation plans in Germany, Spain and the United States. as part of the medium-term plans established within the Group. These
estimates take into account the recurring or non-recurring nature of
The Plastic Omnium Group recognizes deferred taxes relating to certain losses, expenses, etc.
temporary differences between the tax values and the carrying amount of
assets and liabilities on the consolidated balance sheet without See Note 2.1.4 “Deferred tax assets” on the consequences related to the
discounting. 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 Provisions
applicable to the period in which the temporary differences reverse.
PROVISIONS FOR PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS
Tax credits and deferred tax assets on tax loss carryforwards and In the case of defined-benefit plans, the Group, assisted by independent
temporary differences are only recognized when the probability of their actuaries, adopts assumptions (see Notes 1.4.2 and 5.2.5 “Provisions for
utilization within a relatively short period of time is proven. 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 OTHER PROVISIONS
is being held. Estimates also cover provisions, particularly those relating to employee
downsizing, litigation, customer warranties, legal and tax risks for which,
The proceeds from the sale of these securities are recognized directly as in some cases, the Legal Department may be required to employ
an increase in the Group’s equity, any gain or loss on the sales having no specialized lawyers.
impact on the net profit (loss) for the fiscal year.

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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 2.1 Health and economic context
development costs relating to automotive projects, but also during the
year on these same assets as well as on industrial assets if signs of The 2021 fiscal year was marked by the combined effect of:
impairment are identified. ● the intermittent continuation of the Covid-19 health crisis with no
As part of these tests, for the determination of the recoverable amount, significant impact on the business;
the concepts of fair value net of disposal costs and value in use obtained ● the emergence of a supply shortage in semiconductors and
by the discounted cash-flow method are used. These tests are based on components that is having a persistent significant impact on the global
assumptions about future operating cash-flows and discount rates. automotive industry market.
Assumptions that could have a material impact on the financial First seen in early 2021, the shortage of electronic semiconductors
statements concern, in particular, the discount rates and growth rates intensified in the second half of the year, leading car manufacturers to
(see Note 2.1.3 “Asset impairment tests”). shut down some of their production lines for varying periods and forcing
Sensitivity tests are performed on the long-term growth rate and discount automotive suppliers to adapt accordingly. The Plastic Omnium Group
rate assumptions for tests relating to goodwill and on the level of therefore reduced its own production.
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 The tables below show the deterioration in the forecasts for global vehicle
related to the application of IFRS 16 on leases It is used to calculate the production, by half-year, as published by IHS(1).
right of use and the lease liability for each leased asset. (See
Note 1.6.3.2).

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 2022
In thousands of vehicles
Source: IHS 1st half-year 2nd half-year 1st half-year 2nd half-year
Vehicle production forecast by IHS at December, 15, 2020 40,333 40,723 42,172 42,701
Vehicle production forecast by IHS at June, 15, 2021 38,023 41,953 43,439 43,692
Vehicle production forecast by IHS at December, 15, 2021 37,782 34,746 38,583 40,689
Change in% of vehicles production forecasts published by IHS
by realese 1st half-year 2nd half-year 1st half-year 2nd half-year
Change in the vehicle production forecasts published by IHS at December 15,
2020 and June, 15, 2021 - 5.7% 3.0% 3.0% 2.3%
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%

2.1.1 Shortage of semiconductors and components In the 2021 fiscal year, the estimated impact of customer production
stoppages on the Group’s consolidated revenue, as well as the impact of
The resumption of the Plastic Omnium Group’s activities in the second
additional costs incurred (shortage of semiconductors, components and
half of 2020, following the sudden shutdown linked to Covid-19 in the first
raw materials(2), inflation, costs related to measures to protect employee
half of 2020, was impacted by the emergence of a shortage of
health against Covid-19, etc.) on the Group’s Operating Margin are
semiconductors which intensified as 2021 progressed.
provided by quarter in the table below. These variations should be
understood in the light of the IHS forecasts provided in the previous note:

(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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Fiscal year 2020 Fiscal year 2021


Impacts of crisis context on the Group’s key figures
In% 1st half-year 2nd half-year 1st half-year 2nd half-year
Change in the Consolidated Sales of the period compared with the same period one year before (1)
-30.6% -2.7% 27.8% -16.2%
Weight of the Operating Margin in relation to the Consolidated Sales per period -3.9% 5.7% 6.2% 2.0%
Change in the Operating Margin compared with the same period one year before (2)
-141.3% 2.1% -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.

2.1.2 Continuation in 2021 of the Covid-19 health crisis These tests were updated on the basis of forecast data from the Group’s
and measures maintained by the Group to protect medium-term plans finalized in November 2021, established for the
employees period 2022-2026, revised where appropriate to take into account the
latest developments.
In 2021, the Group did not suffer any significant production interruptions
directly related to Covid-19. Since 2020, the Group has implemented The main assumptions used in drawing up the 2022-2026 strategic plan
strict health measures ranging from providing protective equipment for are as follows:
employees, hydro-alcoholic gels, temperature-taking equipment, regular ● a cautious approach to IHS projections by applying an average discount
disinfection of premises, floor markings and displaying of instructions, etc. 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
The impacts directly related to the shortage of semiconductors and customers in terms of changes in the “mix” of vehicle engines, i.e. the
components and the continuing Covid-19 pandemic are described in the proportion of diesel, gasoline, electric and hybrid engines in global
following notes. production;
● the volume forecasts received from car manufacturers, discounted
2.1.3 Asset impairment tests where applicable depending on the history and knowledge of each
Impairment tests were carried out in order to verify in particular that program and in relation to disparities and country specificities;
property, plant and equipment and intangible assets, including goodwill ● market shares up from 2021 to 2026, in particular in the CES Division;
and assets in progress, are always recognized at a value that does not
exceed their recoverable amount. ● inflation with no negative impact on profitability due to the
pass-through to customers and continued improvements in operational
In the current context of the global shortage of semiconductors and efficiency;
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
● a decrease in the activity of certain Group entities (refer to introductory insignificant across the Group.
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 The discount rate (WACC) used, at 9%, is unchanged from last year; it is
adjust its own production; adjusted if necessary to take into account country specificities (India).
● Performance for 2021 leading to a delay in performance for The perpetual growth rate used in determining the terminal value is set at
subsequent years compared to that expected before the Covid-19 1.5%; this rate has been adjusted in the United States (2%) and India (3%)
crises and the component shortage. to take into account local specificities.

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.

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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 June 30 second-half December, 31 the first-half June 30 second-half December, 31
Industrial assets 176.6 (6.0) 170.6 (0.3) 170.3 (2.5) 167.8
Project assets 53.1 3.1 56.2 (3.9) 52.3 2.3 54.6
Customer contracts 32.0 (8.6) 23.4 0.0 23.4 0.0 23.4
TOTAL 261.7 (11.5) 250.2 (4.2) 246.0 (0.2) 245.8

In accordance with the Group’s accounting principles, changes in A +/-10% change in the operating margin used over the term of the plan
impairment of property, plant and equipment and intangible assets are (2022-2026) and in the determination of the terminal value would have
recognized under “Other operating expenses” (see Note 4.6). the following consequences:
● a -/+€7.4 million change in impairment recognized on assets in
Sensitivity of goodwill tests Germany;

Sensitivity tests were performed on the discount rate, long-term growth ● a -/+€2.3 million change in impairment recognized on assets in the US.
and Operating Margin rate assumptions used in determining the terminal
value. The conclusion of these tests is that a 0.5% increase in the 2.1.4 Deferred tax assets
discount rate, a decrease in the long-term growth rate or a 1 point The Group’s tax position has been analyzed taking into account the
decrease in the CGU margin rate would not call into question the estimated effects of the shortage of semiconductors and components, the
conclusion of the tests. Likewise, a one-year lag in the strategic plan continuation of the Covid-19 health crisis and the latest income forecasts,
assuming that 2022 would be similar to 2021 would not call into question in line with the assumptions used in assessing other assets.
the conclusion of the tests.
In accordance with the Group’s accounting principles, tax credits and
deferred tax assets on tax loss carryforwards and temporary differences
Sensitivity of tests on property, plant and equipment are only recognized when the probability of their utilization within a
and intangible assets relatively short period of time is proven.
5
As in 2020, the Operating Margin was retained as a key assumption The impacts on inventories of deferred tax assets over the last two fiscal
because it reflects the impact of the following two effects: years are as follows:
● the change in revenue, in particular the impact of a drop in revenue ● a net impairment of -€22.4 million for the 2021 fiscal year; and
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


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

2.1.5 Implementation of part-time activity and State aid 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
From the emergence of the Covid-19 pandemic in 2020, protective
capital before the cancellation of the treasury shares.
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 2.2.2 Change in the scope of consolidation during fiscal
each country where the Group is established. year 2021
State aid received over the past two fiscal years in the context of partial 2.2.2.1 COMPANY ACQUISITION AND EQUITY INVESTMENT
activity since the emergence of the Covid-19 pandemic is presented IN THE GERMAN GROUP ELRINGKLINGER AG
below: On October 28, 2020, Plastic Omnium Group and ElringKlinger AG, a
German family-owned listed group and automotive parts manufacturer
● an amount of €9.4 million for the 2021 fiscal year; and headquartered in Dettingen (Bade-Wurtemberg), signed:
● an amount of €31.7 million for the 2020 fiscal year. ● an agreement to create a joint venture, EKPO Fuel Cell Technologies, a
This State aid is recognized as a reduction in personnel costs (see leader in the development and series production of fuel cells to
Note 4.3 “Personnel expenses”). accelerate the growth of hydrogen mobility; and
● 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,
The Group has not used any State-guaranteed loans in the various specialized in integrated hydrogen systems, ElringKlinger Fuelcell
countries in which it is established from the emergence of the Covid-19 Systems Austria GmbH (EKAT), for an enterprise value of €15 million.
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
2.1.7 Going concern competition authorities during the first quarter, which enabled the
A few key indicators which, despite the forecasts for automotive transactions described below to be completed at March 1, 2021:
production significantly lowered by IHS(1) (see Note 2.1), confirm the
Creation of the EKPO Fuel Cell Technologies joint venture
Group’s financial strength:
Plastic Omnium Group and its partner ElringKlinger created the joint
● as of December 31, 2021, the Group’s balance sheet structure venture “EKPO Fuel Cell Technologies” on March 1, 2021. Through the
remained solid with Gearing at 41.5% compared to 41.4% as of subscription to a capital increase carried out by EKPO Fuel Cell
December 31, 2020 (see Note 6.1 “Capital management”); Technologies, the Plastic Omnium Group acquired 40% of the shares for
● the Group generated €251 million in free cash-flow in 2021; €100 million.
● the Group’s liquidity at December 31, 2021 increased by 7.8% ElringKlinger thus owns 60% of the joint venture and Plastic Omnium
compared to December 31, 2020; Group 40%. The partnership agreement documents ElringKlinger’s control
and that Plastic Omnium has a significant influence over the operation.
● the Group has no major maturities before 2023 (see Notes 5.2.6 ElringKlinger brought its fuel cell business, more than twenty years of
“Current and non-current borrowings” and 6.4.2 “Liquidity risk by know-how and R&D capabilities, giving a large development potential.
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
2.2 Other significant events of the period density fuel cell platforms, already marketed and manufactured at its
Dettingen/Erms site (Baden-Württemberg), where the joint venture also
2.2.1 Changes in the share capital of Compagnie Plastic
has its registered office.
Omnium SE
The price of the equity interest as well as the payment terms are
2.2.1.1 SHARE CAPITAL REDUCTION BY COMPAGNIE PLASTIC
presented in Table 2.2.2.1.1.
OMNIUM SE BY CANCELLATION OF TREASURY SHARES
At its meeting of February 17, 2021, the Board of Directors of Compagnie Acquisition of ElringKlinger Fuel Cell Systems Austria GmbH
Plastic Omnium SE decided to cancel 1,443,954 treasury shares (0.97% On March 1, 2021, Plastic Omnium Group acquired all of the shares in the
of the share capital) effective February 25, 2021. Austrian subsidiary of ElringKlinger, “ElringKlinger Fuel Cell Systems
Compagnie Plastic Omnium SE’s share capital, made up of Austria GmbH (EKAT)”, specialized in integrated hydrogen systems, to
147,122,153 shares with a par value of €0.06, was thus reduced to complete its global hydrogen offering. The acquisition price was
€8,827,329.18. See Note 5.2.1.1 “Share capital of Compagnie Plastic €13.4 million.
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.

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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 Plastic Omnium New


In% Technologies Energies Wels GmbH
Consolidation date in the Group’s consolidated financial statements March 1, 2021 March 1, 2021
Percentage of interest 40% 100%
Consolidation method Equity method Full consolidation

Amount paid on Amount paid on


In thousands of euros March 1, 2021 Balance to be paid March 1, 2021 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
March 1, 2022 30,000
March 1, 2023 10,000
September 1, 2023 10,000
March 1, 2024 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
EKPO FUEL CELL TECHNOLOGIES of €35.1 million related to this intangible asset.
The allocation of the acquisition price to the acquired assets and liabilities
PLASTIC OMNIUM NEW ENERGIES WELS GMBH (EKAT)
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 The allocation of the acquisition price to the acquired assets and liabilities
revaluation of the intangible assets recognized by the entity of identified a “Technology” intangible asset, valued at €8.8 million.
€117 million. The acquired intangible asset identified is recognized in intangible assets
The acquired intangible asset identified is recognized in intangible assets in progress pending its use in a series production process. This is
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
expected to take place in 2022. From this date, the intangible asset will intangible asset will be amortized over twelve years; the amortization
be amortized over twelve years; the amortization charge for this intangible charge for this intangible asset will be recognized in the operating margin.
asset will be included in the operating margin under “Share of profit (loss) At December 31, 2021, the goodwill, after taking into account the
of associates and joint ventures”. See Note 4.5. deferred tax liability of €2.2 million related to this intangible asset,
At December 31, 2021, the 40% share of equity held by the Group and amounted to €6.3 million.
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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

ALLOCATION OF THE ACQUISITION PRICES TO THE ACQUIRED ASSETS AND LIABILITIES

Plastic Omnium New


EKPO Fuel Cell Technologies Energies Wels GmbH
Share of equity of
the Group in the
opening balance
Equity of the entity sheet at March 1, Equity acquired in
at March 1, 2021 2021 and allocation the opening
and the allocation of the acquisition balance sheet at Total of the Group
In thousands of euros of acquisition price price March 1, 2021 acquisitions in 2021
Calculation basis 100.00% 40.00% 100.00%
Deferred tax rate 30.00% 30.00% 25.00%
Equity acquired 25,905 10,362 526
Intangible asset: technology 116,975 (1)
46,790 8,816
Deferred taxes (35,093) (14,037) (2,204)
Equity (after adjustments) (A) 107,787 43,115 7,138 50,253
Contribution of Plastic Omnium Group (B) 100,040 40,016 40,016
EQUITY AFTER CAPITAL INCREASE (C) = (A + B) 207,828 83,131
Goodwill (D) = (E - C) 42,272 16,909(2) 6,311(3) 23,220(4)
TOTAL ACQUISITION PRICE (E) 250,100 100,040 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.

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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
EKPO Fuel Cell Technologies Plastic Omnium New Energies Wels GmbH statements

March 1,
  March 1, 2021 March 1, 2021 2021
Consolidation percentage 100% 100% 100% 100% 40% 100% 100% 100% 100% 100%
Total
contributions
of the
Contribution Contribution opening
Balance in the Balance in the balance
Sheet Group’s Sheet Group's sheets in the
before the Allocation opening before the Allocation opening Group’s
allocation of of the Opening Change to consolidated allocation of of the Opening Change to consolidated consolidated
acquisition acquisition Balance Group balance acquisition acquisition Balance Group balance financial
In thousands of euros price price Sheet contribution sheet price price Sheet contribution sheet statements
Assets
Goodwill - 42,272 42,272 (42,272) - - 6,311 6,311 - 6,311 6,311
Other intangible assets 14,101 116,975 131,076 (131,076) - 59 8,816 8,875 - 8,875 8,875
”Technology” intangible asset 14,101 116,975 131,076 (131,076) - - 8,816 8,816 - 8,816 8,816
Other intangible assets - - - - - 59 - 59 - 59 59
Property, plant and equipment 22,910 - 22,910 (22,910) - 3,358 - 3,358 - 3,358 3,358
Investments in associates and
joint ventures - - - 100,040 100,040 - - - - 100,040
5
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 - - - - - 7 - 7 - 7 7
TOTAL NON-CURRENT ASSETS 37,011 159,247 196,258 (196,258) - 3,484 15,127 18,611 (13,449) 5,162 5,162
Inventories 1,992 - 1,992 (1,992) - 7 - 7 - 7 7
Trade receivables 20 - 20 (20) - - - - - - -
Other receivables 1,258 - 1,258 (1,258) - 42 - 42 - 42 42
Shareholders-subscribed
capital called not paid 68,947 - 68,947 (68,947) - - - - - -
Cash and cash equivalents 30,100 - 30,100 (30,100) - 373 - 373 - 373 373
TOTAL CURRENT ASSETS 102,317 - 102,317 (102,317) - 422 - 422 - 422 422
TOTAL ASSETS 139,328 159,247 298,575 (298,575) - 3,906 15,127 19,033 (13,449) 5,584 5,584

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Total in the
Group
consolidated
financial
EKPO Fuel Cell Technologies Plastic Omnium New Energies Wels GmbH statements

March 1,
  March 1, 2021 March 1, 2021 2021
Consolidation percentage 100% 100% 100% 100% 40% 100% 100% 100% 100% 100%
Total
contributions
of the
Contribution Contribution opening
Balance in the Balance in the balance
Sheet Group’s Sheet Group's sheets in the
before the Allocation opening before the Allocation opening Group’s
allocation of of the Opening Change to consolidated allocation of of the Opening Change to consolidated consolidated
acquisition acquisition Balance Group balance acquisition acquisition Balance Group balance financial
In thousands of euros price price Sheet contribution sheet price price Sheet contribution sheet statements
Shareholders’ equity and liabilities
Capital 100 - 100 (100) - 100 - 100 (100) - -
Additional paid-in capital 125,845 124,155 250,000 (250,000) - - 12,923 12,923 (12,923) - -
Consolidated reserves - - - - - 426 - 426 (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 - - - - - - - - - - -
TOTAL SHAREHOLDERS’
EQUITY 125,945 124,155 250,100 (250,100) - 526 12,923 13,449 (13,449) - -
Non-current finance lease
debt 7,932 - 7,932 (7,932) - 1,218 - 1,218 - 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 - 1,376 - 1,376 1,376
Current finance lease debt - - - - - 158 - 158 - 158 158
Provisions for liabilities and
charges 659 - 659 (659) - - - - - - -
Trade payables 342 - 342 (342) - 232 - 232 - 232 232
Other operating liabilities 666 - 666 (666) - 392 - 392 - 392 392
TOTAL CURRENT LIABILITIES 2,619 - 2,619 (2,619) - 2,158 - 2,158 - 2,158 2,158
TOTAL SHAREHOLDERS’
EQUITY AND LIABILITIES 139,328 159,247 298,575 (298,575) - 3,906 15,127 19,033 (13,449) 5,584 5,584
GROSS DEBT (8,884) - (8,884) 8,884 - (2,692) - (2,692) - (2,692) (2,692)
NET CASH AND CASH
EQUIVALENTS 30,100 - 30,100 (30,100) - 373 - 373 - 373 373
NET DEBT 21,216 - 21,216 (21,216) - (2,319) - (2,319) - (2,319) (2,319)

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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
% of Plastic % of Plastic
Plastic Plastic Omnium consolidated
Omnium Omnium
Omnium EKPO Fuel Cell New Energies financial
Group Group
Group Technologies Wels GmbH statements
consolidated consolidated
In thousands of euros Amount Amount % revenue Amount % revenue Amount %
Consolidated revenue
of Plastic Omnium Group 7,233,311 100.0%
Consolidated revenue of entities acquired N/A N/A (1)
N/A - 0.0% 0.0% - 0.0%(2)
Operating Margin of entities acquired (3,442) N/A(2) 0.0% 1,371 N/A(2) 0.0% (2,071) 0.0%(2)

(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 The claims lodged by the Group’s two Brazilian entities with the Brazilian
TO AP VENTURES FUNDS IN 2021 tax administration in respect of the method of determining the PIS/COFIN
During fiscal year 2021, as co-sponsor and member of the Investment federal taxes had a favorable outcome in fiscal year 2021. The amount
Advisory Committee, the Group paid AP Ventures, a London-based venture granted to the entities amounts to €14.1 million (including €9.5 million in
capital firm specializing in hydrogen and fuel cells, a total of €5.9 million principal and €4.6 million in financial income linked to inflation over the
(equivalent to $6.3 million). 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
5
The Group committed to invest $30 million over the life of the fund. The tax for the 2021 fiscal year.
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 Although, on the basis of the latest estimates, the entities would be able
investments in equities and funds”). to use this tax receivable over the next five years, impairment was
recorded in the consolidated financial statements at December 31, 2021
2.2.4 Transfer of innovation and research activities from in order to take into account the risk related to local political instability, in
Belgium to France 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
The Group will transfer its innovation and research activities currently December 31, 2021. Given this impairment, the income recognized over
located in Brussels, Belgium, to France. These activities are part of the fiscal year 2021, net of legal fees, amounted to €7.6 million, of which
Clean Energy Systems Division of the “Industries” segment. €5.0 million recognized in operating margin and €2.6 million in net
At December 31, 2021, restructuring expenses recognized in connection financial income (expense).
with this transfer of business amounted to €14.3 million, of which
€8.9 million for workforce adjustment costs. The provision for employee 2.2.6 Sale of tax receivables in France
benefit obligations was also adjusted by €3.8 million to take into account In December 2021, Compagnie Plastic Omnium sold tax receivables
the employment contract terminations of the employees concerned. (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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

2.2.7 Financing transactions See also Note 5.2.6.7 “Reconciliation of gross and net financial debt”.
2.2.7.1 UTILIZATION AND DRAWDOWNS OF CREDIT LINES DURING
THE PERIOD 2.2.8 Change in the international economy and impacts
The Group had no drawdown of its credit lines during fiscal year 2021. on the Group’s financial statements
2.2.8.1 MONITORING OF HYPERINFLATION IN ARGENTINA
See Notes 5.1.11 “Cash and cash equivalents”, 5.2.6.6 “Confirmed
AND IMPACTS ON THE GROUP’S FINANCIAL STATEMENTS
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 At December 31, 2021, the assets of the two subsidiaries Plastic Omnium
PAPER (NEU-CP) DURING FISCAL YEAR 2021
Auto Inergy Argentina SA (Clean Energy Systems) and Plastic Omnium
During fiscal year 2021, the Group increased its “Neu-CP” program. At Argentina (Intelligent Exterior Systems) were revalued. The impacts
December 31, 2021, it amounted to €322.5 million compared with related to hyperinflation on the main income statement aggregates and
€200.5 million at December 31, 2020. recognized at December 31, 2021 are as follows:
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 2020


Impact on the Group’s revenue +8,553 +3,814
Impact on the Group’s operating margin (1,534) +677
Impact on the Group’s net financial income (expense) (970) (3,713)
Impact on the Group’s other operating expense (25) (2,858)
Impact on the Group’s tax expense (60) +290
Impact on the Group’s net income (2,589) (5,604)

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

NOTE 3 SEGMENT INFORMATION The Group organizes its Automotive businesses into two operating
segments (see Note on “Presentation of the Group”): “Industries” and
3.1 Information by operating segment “Modules”).
The Group uses the concept “Economic revenue” for its operational The columns in the tables below show the amounts by segment. The
management, which corresponds to the consolidated revenue of the “Unallocated items” column groups together inter-segment eliminations
Group and its joint ventures at their percentage stake: Yanfeng Plastic and amounts that are not allocated to a specific segment (in particular,
Omnium, the Chinese leader in exterior body parts, SHB Automotive holding company activity) allowing for the reconciliation of segment data
modules, the leading Korean front-end module company and BPO, a major with the Group’s financial statements. Financial results, taxes and the
player in the Turkish market for exterior equipment. 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.

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 586,802 197,042 - 783,844
External sales to Segment 5,265,277 1,996,827 (28,794) 7,233,311
Inter-segment sales (25,645) (3,149) 28,794 -
Consolidated revenue 5,239,633 1,993,678 - 7,233,311
% of segment revenue – Total 72.4% 27.6% - 100.0%
Operating margin before amortization of intangible assets acquired and before
share of profit (loss) of associates and joint ventures 237,450 42,209 - 279,659
% of segment revenue
Amortization of intangible assets acquired
4.5%
(6,675)
2.1%
(13,029)
-
-
3.9%
(19,704)
5
Share of profit (loss) of associates and joint ventures 40,171 2,632 - 42,803
Operating margin 270,946 31,812 - 302,758
% of segment revenue 5.2% 1.6% - 4.2%
Other operating income 23,438 - - 23,438
Other operating expenses (77,179) (2,656) - (79,835)
% of segment revenue - 1.0% - 0.1% - - 0.8%
Financing costs (48,617)
Other financial income and expenses (1,897)
PROFIT/(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX
AND AFTER SHARE IN ASSOCIATES AND JOINT VENTURES 195,847
Income tax (60,269)
NET PROFIT (LOSS) 135,578

(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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

2020
Unallocated
In thousands of euros Industries Modules items(2) 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 485,237 173,606 - 658,843
External sales to Segment 5,170,408 1,933,588 (30,769) 7,073,227
Inter-segment sales (27,858) (2,911) 30,769 -
Consolidated revenue 5,142,550 1,930,677 - 7,073,227
% of segment revenue – Total 72.7% 27.3% - 100.0%
Operating margin before amortization of intangible assets acquired and before
share of profit/(loss) of associates and joint ventures 80,247 31,320 - 111,567
% of segment revenue 1.6% 1.6% - 1.6%
Amortization of intangible assets acquired (7,889) (14,504) - (22,393)
Share of profit (loss) of associates and joint ventures 27,409 1,692 - 29,101
Operating margin 99,767 18,508 - 118,275
% of segment revenue 1.9% 1.0% - 1.7%
Other operating income 23,535 3,699 - 27,234
Other operating expenses (327,711) (33,314) - (361,025)
% of segment revenue - 5.9% - 1.5% - - 4.7%
Financing costs (59,836)
Other financial income and expenses (8,701)
PROFIT (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX
AND AFTER SHARE IN ASSOCIATES AND JOINT VENTURES (284,053)
Income tax 31,002
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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

3.1.2 Balance sheet aggregate data by operating segment

December 31, 2021
In thousands of euros Unallocated
Net amounts Industries Modules items Total
Goodwill 499,146 527,726 - 1,026,872
Intangible assets 421,548 111,626 5,603 538,777
Property, plant and equipment 1,457,405 143,474 38,029 1,638,908
Investment property - - 30 30
Inventories 575,871 61,807 - 637,678
Trade receivables 587,072 137,047 10,158 734,277
Other receivables 264,249 34,781 55,365 354,395
Finance receivables (C) 3,000 - - 3,000
Current accounts and other financial assets (D) (955,443) 2,468 962,369 9,394
Long-term investments in equity instruments and funds – FMEA 2 (F) 9,970 - 68,101 78,071
Hedging instruments (E) - - 91 91
Net cash and cash equivalents (A)(1) 101,102 78,387 701,883 881,372
SEGMENT ASSETS 2,963,920 1,097,316 1,841,629 5,902,865
Borrowings and financial debt (B) 303,817 71,305 1,450,423 1,825,545
SEGMENT LIABILITIES 303,817 71,305 1,450,423 1,825,545
SEGMENT NET FINANCIAL DEBT = (B - A - C- D - E - F) (2)
1,145,188 (9,550) (282,021) 853,618

December 31, 2020 5
Unallocated
In thousands of euros Industries Modules items Total
Goodwill 486,643 527,726 - 1,014,369
Intangible assets 431,700 124,394 4,753 560,847
Property, plant and equipment 1,495,594 148,162 32,433 1,676,189
Investment property - - 30 30
Inventories 602,910 53,902 - 656,812
Trade receivables 632,522 183,384 (1,506) 814,400
Other receivables 248,511 21,885 47,911 318,307
Finance receivables (C) 6,340 - - 6,340
Current accounts and other financial assets (D) (1,046,879) 3,226 1,053,707 10,054
Long-term investments in equity instruments and funds – FMEA 2 (F) 4,086 - 4,223 8,309
Hedging instruments (E) - - 7,625 7,625
Net cash and cash equivalents (A)(1) 90,919 36,679 690,114 817,712
TOTAL SEGMENT ASSETS 2,952,346 1,099,358 1,839,290 5,890,994
Borrowings and financial debt (B) 265,472 67,294 1,324,191 1,656,957
SEGMENT LIABILITIES 265,472 67,294 1,324,191 1,656,957
SEGMENT NET FINANCIAL DEBT = (B - A - C- D - E - F)(2) 1,211,006 27,389 (431,478) 806,917

(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”.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

3.1.3 Other information by operating segment

2021
Unallocated
In thousands of euros Industries Modules items Total
Acquisitions of intangible assets 126,297 15,857 3,041 145,195
Capital expenditure including acquisitions of investment property 136,667 15,566 7,868 160,101

2020
Unallocated
In thousands of euros Industries Modules items Total
Acquisitions of intangible assets 127,230 14,691 1,097 143,018
Capital expenditure including acquisitions of investment property 193,178 23,510 966 217,654

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 2020
In thousands of euros Totals % In thousands of euros Totals %
France 510,006 6.4% France 454,037 5.9%
North America 2,048,018 25.5% North America 2,063,667 26.7%
Europe excluding France 3,699,691 46.2% Europe excluding France 3,731,978 48.2%
South America 130,743 1.6% South America 81,115 1.0%
Africa 118,374 1.5% Africa 81,643 1.1%
Asia 1,510,323 18.8% Asia 1,319,630 17.1%
ECONOMIC REVENUE 8,017,155 100% ECONOMIC REVENUE 7,732,070 100%
Including revenue from joint ventures Including revenue from joint ventures
at the Group’s percentage stake 783,844 at the Group’s percentage stake 658,843
CONSOLIDATED REVENUE 7,233,311 CONSOLIDATED REVENUE 7,073,227

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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 Totals % In thousands of euros Totals %
Germany 1,301,199 16.2% Germany 1,249,633 16.2%
United States 1,007,388 12.6% United States 991,864 12.8%
Mexico 971,107 12.1% Mexico 989,557 12.8%
China 939,244 11.7% China 822,764 10.6%
Spain 606,190 7.6% Spain 596,229 7.7%
Slovakia 540,038 6.7% Slovakia 587,232 7.6%
France 510,006 6.4% France 454,037 5.9%
United Kingdom 332,475 4.1% United Kingdom 331,319 4.3%
Korea 281,629 3.5% Korea 282,894 3.7%
Poland 270,278 3.4% Poland 303,545 3.9%
Other 1,257,601 15.7% Other 1,122,996 14.5%
ECONOMIC REVENUE 8,017,155 100% ECONOMIC REVENUE 7,732,070 100%
Including revenue from joint ventures Including revenue from joint ventures
at the Group’s percentage stake 783,844 at the Group’s percentage stake 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
% of total
automotive
5
In thousands of euros Totals revenue In thousands of euros Totals revenue
Volkswagen Group 2,093,680 26.1% Volkswagen Group 2,002,539 25.9%
Stellantis (1)
1,340,715 16.7% Stellantis (1)
1,281,576 16.6%
Daimler 850,188 10.6% Daimler 883,665 11.4%
BMW 715,402 8.9% General Motors 639,606 8.3%
General Motors 563,159 7.0% BMW 637,233 8.2%
TOTAL – MAIN MANUFACTURERS 5,563,144 69.4% TOTAL – MAIN MANUFACTURERS 5,444,618 70.4%
Other car manufacturers 2,454,011 30.6% Other car manufacturers 2,287,451 29.6%
TOTAL ECONOMIC REVENUE 8,017,155 100.0% TOTAL ECONOMIC REVENUE 7,732,070 100%
Including revenue from joint ventures Including revenue from joint ventures
at the Group’s percentage stake 783,844 at the Group’s percentage stake 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).

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Consolidated financial statements at December 31, 2021

3.2 Non-current assets by country

Europe
excluding North South
In thousands of euros France France America Asia America Other(2) Total
December 31, 2021
Goodwill 213,274 721,234(1) 79,405 2,931 10,028 - 1,026,872
including translation adjustment - - 6,109 - 83 - 6,192
Intangible assets 89,594 243,859 114,850 68,753 11,702 10,020 538,777
Property, plant and equipment 260,394 625,703 442,376 247,931 19,872 42,634 1,638,908
including capital expenditure for the fiscal year 34,205 73,064 29,500 18,796 3,193 1,343 160,101
Investment property 30 - - - - - 30
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 North South
In thousands of euros France France America Asia America Other(2) Total
December 31, 2020
Goodwill 213,274 714,923 73,296 2,931(1) 9,945 - 1,014,369
including translation adjustment - - (6,758) - 366 - (6,392)
Intangible assets 86,569 268,954 115,799 73,147 7,230 9,147 560,847
Property, plant and equipment 201,195 704,546 458,055 249,078 16,306 47,009 1,676,189
including capital expenditure for the fiscal year 28,111 85,196 53,437 39,464 1,292 10,154 217,654
Investment property 30 - - - - - 30
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


Introduction to the Notes to the Income Statement In 2021, Plastic Omnium Group’s Income Statement was impacted by this
– Impacts due to the health and economic context decline in worldwide automotive production (see section 2.1 “Health and
economic context”).
In addition to the ongoing Covid-19 pandemic, a problem related to the
Over the period, the Group conducted asset impairment tests and
shortage of semiconductors and certain components for the automotive
updated costs related to the various restructurings. The impacts were
sector appeared in early 2021 and led the Group to adapt its production
recorded under “Other operating income and expenses” in accordance
following the shutdown of some car manufacturer customers’ plants.
with the Group’s accounting principles.

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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 % 2020 %


Research and Development costs after developments sold (245,438) - 3.4% (240,271) - 3.4%
Capitalized development costs 128,550 1.8% 136,936 1.9%
Depreciation of capitalized development costs (153,436) - 2.1% (173,171) - 2.4%
Research tax credit 8,525 0.1% 9,504 0.1%
Other (including grants and contributions received) 3,751 0.1% 938 0.0%
RESEARCH AND DEVELOPMENT COSTS (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 2021 2020


Cost of goods and services sold includes:
Material consumption (purchases and changes in inventory)(1) (4,941,022) (4,979,203)
Direct production outsourcing (11,829) (13,650)
Utilities and fluids (87,690) (89,160)
Salary and benefits (701,891) (684,338)
Other production costs(2) (397,879) (370,943)
Depreciation and amortization (262,111) (275,086)
Provisions(2)
TOTAL
(415)
(6,402,837)
(19,266)
(6,431,646)
5
Research and Development costs include:
Salary and benefits (194,098) (196,149)
Depreciation, amortization and provisions (174,673) (195,057)
Other 110,723 125,142
TOTAL (258,048) (266,064)
Selling costs include:
Salary and benefits (28,008) (24,451)
Depreciation, amortization and provisions (341) (2,371)
Other (12,755) (6,892)
TOTAL (41,104) (33,714)
Administrative costs include:
Salary and benefits (165,483) (149,972)
Other administrative expenses (67,964) (62,317)
Depreciation and amortization (18,427) (18,348)
Provisions 211 400
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”.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 2020


Wages and salaries (791,816) (782,963)
Payroll taxes(1) (233,487) (224,490)
Non-discretionary profit-sharing (14,873) (13,916)
Share-based payments (2,086) (1,408)
Pension and other post-employment benefit costs (4,520) (9,376)
Other employee benefits expenses (42,700) (22,757)
Total employee benefits expense excluding temporary staff costs (1,089,482) (1,054,910)
Temporary staff costs (93,198) (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“.

4.4 Amortization of intangible assets acquired ● the amortization over seven years of contractual customer relationships
and over fifteen years for the brand recognized on the takeover of
This item corresponds mainly to: HBPO in July 2018.
● the amortization over six years of contractual customer relationships The “Technology” intangible asset of the Austrian company “Plastic
recognized on the takeover in July 2016 of the Faurecia Group Exterior Omnium New Energies Wels GmbH” acquired on March 1, 2021 (see
Systems business; 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 2020


Amortization of brands (547) (547)
Amortization of contractual customer relationships (19,157) (21,846)
TOTAL AMORTIZATION OF INTANGIBLE ASSETS ACQUIRED (19,704) (22,393)

4.5 Share of profit (loss) of associates March 1, 2021 (see Note 2.2.2.1 in “Other significant events of the
and joint ventures period”).
Share of profit (loss) of associates and joint ventures breaks down as
The associates Chengdu Faway Yanfeng Plastic Omnium and Dongfeng
follows (please refer to Note 5.1.5 for “Equity investments in associates
Plastic Omnium Automotive Exterior are included in the YFPO joint
and joint ventures” in the Balance Sheet):
ventures and the EKPO Fuel Cell Technologies joint venture since

2021 2020
In thousands of euros % Interest % Interest 2021 2020
HBPO – SHB Automotive Modules 33.34% 33.34% 2,632 1,601
HICOM HBPO Sdn Bhd(1) 34.00% 26.66% - 91
JV Yanfeng Plastic Omnium and its subsidiaries – joint venture 49.95% 49.95% 40,039 22,451
BPO AS – joint venture 49.98% 49.98% 3,574 4,958
EKPO Fuel Cell Technologies(2) 40.00% - (3,442) -
TOTAL SHARE OF PROFIT/(LOSS) OF ASSOCIATES AND JOINT VENTURES 42,803 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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

4.6 Other operating income and expenses

In thousands of euros 2021 2020


Reorganization costs (1)
(21,624) (52,079)
Impairment of non-current assets(2) (5,544) (254,666)
Provisions for litigations and expenses(3) (11,750) (7,294)
Foreign exchange gains and losses on operating activities
(4)
(10,573) (15,785)
Change in scope of consolidation – HICOM - 2,282
Gains/Losses on disposals of non-current assets (1,151) (2,533)
Other (5,755) (3,717)
TOTAL OPERATING INCOME AND EXPENSES (56,397) (333,791)
of which total income 23,438 27,234
of which total expense (79,835) (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 At December 31, 2020
disposals over the period, leading to a net reduction of +€4.4 million (see
Refer to the Consolidated financial statements at December 31, 2020 for
Note 2.1.3 “Asset impairment tests” in “Significant events of the period”).
details of transactions in the previous fiscal year. 5

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

4.7 Net financial income (expense)

In thousands of euros 2021 2020


Finance costs (34,163) (46,667)
Interest on lease liabilities(1) (7,072) (7,817)
Financing fees and commissions (7,382) (5,352)
BORROWING COSTS (48,617) (59,836)
Exchange gains or losses on financing activities 6,414 (4,635)
Gains or losses on interest rate and currency hedges(2)
(8,701) 2,626
Interest on post-employment benefit obligations (1,290) (1,449)
Other(3) 1,680 (5,243)
OTHER FINANCIAL INCOME AND EXPENSES (1,897) (8,701)
TOTAL (50,514) (68,537)

(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 2020


CURRENT TAXES ON CONTINUING ACTIVITIES (65,561) (4,550)
Current tax expense/(income) (56,995) 5,755
Tax expense/(income) on non-recurring items (8,566) (10,305)
DEFERRED TAXES ON CONTINUING ACTIVITIES 5,292 35,552
Deferred tax income/(expense) on timing differences arising or reversed during the period 6,998 36,434
Expense/(income) resulting from changes in tax rates or the introduction of new taxes (1,706) (882)
TAX EXPENSE (INCOME) ON CONTINUING ACTIVITIES RECORDED IN THE CONSOLIDATED INCOME
STATEMENT (60,269) 31,002

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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 2020
In thousands of euros Totals %(1) Totals %(1)
Consolidated loss (profit) on continuing activities before tax and share of profit (loss) of associates
and joint ventures (A) 153,044 (313,154)
Tax rate applicable in France (B) 28.40% 32.02%
THEORETICAL TAX EXPENSE (INCOME) (C) = (A) X (-B) (43,465) 100,272
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) - 11.0% (69,270) 22.1%
Tax credits 22,956 15.0% 34,015 -10.9%
Permanent differences between accounting profits and taxable profits (8,591) -5.6% (7,245) 2.3%
Change in unrecognized deferred taxes (22,387) - 14.6% (79,174) 25.3%
Impact on deferred tax of a tax rate change (1,706) -1.1% (882) 0.3%
Impact of differences in foreign tax rates 6,166 4.0% (12,149) 3.9%
Contribution to Value Added (4,048) - 2.6% (5,100) 1.6%
Other impacts (9,194) - 6.0% 1,265 -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
5
In 2021, the tax recognized was an expense of -€60 million for a
losses;
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
In 2020, the tax recognized was income of €31 million for theoretical tax
generated in the year but not recognized, net of those previously not
income of €100 million, based on a tax rate of 32.02%.
capitalized but used or recognized during the year (-€79 million at
The difference between the tax recognized and the theoretical tax mainly December 31, 2020) – Please refer to Note 2.1.4 “Deferred tax assets”
reflects: in “Significant events of the period”;
● €23 million in specific tax reductions or tax credits mainly in North ● -€9 million in permanent differences between accounting profits and
America, Belgium, Asia and France (€34 million at December 31, taxable income (-€7 million at December 31, 2020 essentially due to
2020); taxable dividends); and
● a €6 million impact from lower taxes, mainly in Asia (China, Thailand), ● -€9 million from other impacts of which -€3 million related to uncertain
the United States and Europe (excluding France and Belgium) tax positions (+€1 million at December 31, 2020).
(-€12 million at December 31, 2020).

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 2020


HBPO GmbH and its subsidiaries 5,581 (6,197)
Beijing Plastic Omnium Inergy Auto Inergy Co. Ltd 1,335 631
Plastic Omnium Auto Inergy Manufacturing India Pvt Ltd 173 333
DSK Plastic Omnium Inergy 2,400 3,475
DSK Plastic Omnium BV (284) (182)
TOTAL ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 9,206 (1,940)

4.10 Earnings per share and diluted earnings per share

Net profit attributable to owners of the parent 2021 2020


Basic earnings per share (in euros) 0.87 (1.72)
Diluted earnings per share (in euros) 0.87 (1.72)
Weighted average number of ordinary shares outstanding at end of period 147,339,735 148,566,107
Treasury stock (2,027,088) (2,949,477)
Weighted average number of ordinary shares, undiluted 145,312,647 145,616,630
Impact of dilutive instruments (stock options) 333,356 155,478
Weighted average number of ordinary shares, diluted 145,646,003 145,772,108
Weighted average price of the Plastic Omnium share during the period
Weighted average share price 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 Impairment Net value
GOODWILL AT JANUARY 1, 2020 1,017,830 - 1,017,830
Goodwill HBPO Hicom 2,931 - 2,931
Translation differences (6,392) - (6,392)
GOODWILL AT DECEMBER 31, 2020 1,014,369 - 1,014,369
Goodwill on acquisition of Plastic Omnium New Energies Wels GmbH(1) 6,311 - 6,311
Translation differences 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”.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.1.2 Other intangible assets

Patents and Development Customer


In thousands of euros brands Software assets contracts Other Total
CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2020 9,916 16,082 468,167 66,680 2 560,847
Capitalized development - - 128,550 - - 128,550
Increases 267 2,843 13,535 - - 16,645
Disposals – net - - (6,180) - - (6,180)
Changes in scope of consolidation
(1)
- 59 8,816 - - 8,875
Other reclassifications 1,454 4,109 (7,949) (5) - (2,391)
Amortization for the period (4,226) (8,113) (153,436) (19,157) - (184,932)
Impairment recognized and reversed - 11 1,591 - - 1,602
Translation adjustment 61 91 14,703 907 - 15,762
CARRYING AMOUNT AT DECEMBER 31, 2021 7,471 15,081 467,797 48,425 2 538,777

(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 Development Customer


In thousands of euros licenses Software assets contracts Other Total
CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2019 12,466 21,300 579,031 111,946 2 724,747
Capitalized development - - 136,936 - - 136,936
Increases 188 2,629 3,265 - - 6,082
Disposals – net - - (1,321) - - (1,321)
Changes in scope of consolidation - - 299 - - 299 5
Other reclassifications 1,536 2,496 (3,200) - - 832
Amortization for the period (4,210) (9,591) (173,171) (21,846) - (208,818)
Impairment recognized and reversed - (379) (55,716) (23,400) - (79,495)
Translation adjustment (64) (373) (17,956) (20) - (18,413)
CARRYING AMOUNT PUBLISHED AT DECEMBER 31, 2020 9,916 16,082 468,167 66,680 2 560,847

Patents and Development Customer


In thousands of euros licenses Software costs contracts Other Total
ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2020
Cost 49,260 161,142 1,253,980 291,543 2 1,755,927
Accumulated amortization (35,086) (144,682) (715,140) (201,463) - (1,096,371)
Impairment (4,258) (378) (70,673) (23,400) - (98,709)
CARRYING AMOUNT AT DECEMBER 31, 2020 9,916 16,082 468,167 66,680 2 560,847

ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2021


Cost 51,074 162,975 1,375,790 294,491 2 1,884,332
Accumulated amortization (39,345) (147,526) (836,336) (222,666) - (1,245,873)
Impairment (4,258) (367) (71,658) (23,400) - (99,683)
CARRYING AMOUNT AT DECEMBER 31, 2021 7,471 15,081 467,797 48,425 2 538,777

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.1.3 Property, plant and equipment 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
Property, plant and equipment corresponds to property, plant and
tests” and 4.6 “Other operating income and expenses”).
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 Other
equipment property,
Tech. eq. under plant and
In thousands of euros Land Buildings & tool. construction equipment Total
CARRYING AMOUNT AT DECEMBER 31, 2020: WHOLLY-OWNED
PROPERTY, PLANT AND EQUIPMENT 92,597 515,801 504,921 142,868 220,057 1,476,244
Acquisitions 278 8,101 15,570 121,872 14,280 160,101
Disposals (1,622) (4,652) (3,590) - (1,748) (11,612)
Newly consolidated companies - 1,175 582 82 140 1,979
Other reclassifications 1,120 7,885 62,966 (126,420) 49,335 (5,114)
Depreciation for the period (1,463) (30,356) (117,181) - (93,525) (242,524)
Impairment and reversals 635 2,875 415 (1,792) 677 2,811
Translation adjustment 3,465 20,545 20,173 3,789 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 14,443 - 12,112 199,945
Acquisitions 1 36,901 4,561 - 6,763 48,226
Decreases - (9,206) (100) - (197) (9,503)
Newly consolidated companies - 1,313 - - 66 1,379
Depreciation for the period (125) (32,955) (6,800) - (7,540) (47,420)
Other reclassifications - 15 6,081 - (14) 6,082
Translation adjustment 47 2,733 432 - 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.

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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 Other
equipment property,
Tech. eq. under plant and
In thousands of euros Land Buildings & tool. construction equipment Total
CARRYING AMOUNT AT JANUARY 1, 2020 103,175 753,073 660,920 179,579 262,172 1,958,919
Acquisitions 471 60,974 54,274 120,013 42,445 278,177
Disposals (9) (11,402) (1,392) - (3,260) (16,063)
Changes in consolidation scope - - - - 1,385 1,385
Other reclassifications (1,420) 21,048 63,793 (148,510) 64,748 (341)
Depreciation for the period (1,832) (66,350) (134,041) - (99,748) (301,971)
Impairment recognized and reversed (2,798) (41,947) (96,381) (3,868) (25,630) (170,624)
Translation adjustment (4,339) (26,860) (27,809) (4,346) (9,946) (73,300)
CARRYING AMOUNT AT DECEMBER 31, 2020 93,249 688,539 519,364 142,868 232,169 1,676,189

Property,
plant and Other
equipment property,
Tech. eq. under plant and
In thousands of euros Land Buildings & tool. construction equipment Total
ANALYSIS OF CARRYING AMOUNT AT JANUARY 1, 2021
Gross value 108,821 1,126,388 1,914,958 146,234 739,298 4,035,699
Depreciation (12,594) (388,192) (1,293,581) - (470,840) (2,165,207)
5
Impairment (2,978) (49,657) (102,012) (3,365) (36,289) (194,302)
CARRYING AMOUNT AT JANUARY 1, 2021 93,249 688,539 519,364 142,868 232,169 1,676,189
ANALYSIS OF CARRYING AMOUNT AT DECEMBER 31, 2021
Gross value 112,815 1,181,689 2,040,029 142,432 781,294 4,258,259
Depreciation (14,758) (443,081) (1,430,490) - (536,590) (2,424,919)
Impairment (2,475) (45,697) (107,066) (2,031) (37,163) (194,432)
CARRYING AMOUNT AT DECEMBER 31, 2021 95,582 692,911 502,473 140,401 207,541 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


As of December 31, 2021, as for December 31, 2020, the Group no in associates and joint ventures
longer held any investment property except for one piece of land in the NON-CONSOLIDATED INTERESTS:
Lyon region valued at €30 thousand. 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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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:

2021 2020 December 31, December 31,


In thousands of euros % interest % interest 2021 2020
HBPO – SHB Automotive Modules 33.34% 33.34% 16,405 15,088
JV Yanfeng Plastic Omnium and its subsidiaries – joint venture 49.95% 49.95% 184,138 151,668
BPO AS – joint venture 49.98% 49.98% 7,263 13,416
EKPO Fuel Cell Technologies(1) 40.00% - 96,471 -
TOTAL INVESTMENTS IN ASSOCIATES AND JOINT VENTURES 304,277 180,172
Other non-consolidated equity investments 136 170
TOTAL NON-CONSOLIDATED EQUITY INVESTMENTS 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 December 31, 2020


Goodwill in associates and joint ventures – Industries segment (1)
39,131 21,080
Goodwill in associates and joint ventures – Modules segment 3,858 4,257
TOTAL GOODWILL IN ASSOCIATES AND JOINT VENTURES 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 ● the Samlip associate of HBPO;
and associates to the Group’s main financial indicators, the summary ● the BPO joint-venture; and
balance sheet and income statement aggregates presented below
include: ● the associate EKPO Fuel Cell Technologies.
● the joint venture YFPO and its subsidiaries after elimination of internal
transactions;

In thousands of euros December 31, 2021 December 31, 2020


Non-current assets 614,684 388,991
Current assets 1,512,819 1,163,324
TOTAL ASSETS 2,127,503 1,552,315
Shareholders’ equity 566,919 275,321
Non-current liabilities 141,601 96,952
Current liabilities 1,418,984 1,180,042
TOTAL EQUITY AND LIABILITIES 2,127,503 1,552,315
Revenue 1,798,114 1,509,849

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.1.6 Non-current financial assets ● The Group’s investments in the “FMEA 2” fund as part of the support of
the Automotive Division sub-contractors and in shell companies.
The financial assets recognized under this item correspond to long-term
investments in equities and funds as well as other assets such as In the context of the application of IFRS 9 “Financial Instruments”, the
deposits and surety bonds grouped as follows: Group opted to recognize changes in the value of listed shares in
non-recyclable profit and loss and changes in investments funds in the
5.1.6.1 LONG-TERM INVESTMENTS IN EQUITIES AND FUNDS income statement.
● 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 December 31, 2020


Non- Non-
Subscribed called-up Subscribed called-up
In thousands of euros amounts amounts Net amounts amounts Net
Financial investments in the FMEA 2 fund (1) (2)
4,000 (3,903) 97 4,000 (3,563) 437
Financial investments in listed securities(1) (3) 57,687 - 57,687 - - -
Financial investments in the venture capital AP Ventures (1) (4)
26,488 (16,690) 9,798 26,896 (22,986) 3,910
Investment in the venture capital company Aster(1) (5) 20,000 (9,682) 10,318 20,000 (16,214) 3,786
Other(1) - - 173 - - 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) 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
5
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 1,488
Deposits and surety bonds 7,992 8,265
OTHER NON-CURRENT ASSETS AND FINANCIAL RECEIVABLES (SEE NOTE 5.2.6.7) 9,351 9,753

Deposits and surety bonds mainly concern deposits relating to leased offices and receivables sale programs.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.1.7 Inventories and Inventories in progress

In thousands of euros December 31, 2021 December 31, 2020


Raw materials and supplies
At cost (gross) 202,541 178,817
Net realizable value 184,728 160,463
Molds, tooling and engineering
At cost (gross) 311,217 359,196
Net realizable value 306,972 350,811
Maintenance inventories
At cost (gross) 78,835 74,207
Net realizable value 61,673 58,234
Goods
At cost (gross) 1,771 1,646
Net realizable value 1,309 1,209
Semi-finished products
At cost (gross) 55,417 54,466
Net realizable value 51,132 50,357
Finished products
At cost (gross) 34,636 39,831
Net realizable value 31,865 35,738
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) 3,000 6,340
of which Finance receivables 3,000 6,340
OTHER CURRENT FINANCIAL ASSETS AND FINANCIAL RECEIVABLES (SEE NOTE 5.2.6.7) 43 301
of which Other 43 301
TOTAL CURRENT FINANCIAL RECEIVABLES 3,043 6,641

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.1.9 Trade and other receivables These non-recourse programs transfer substantially all the risks and
rewards of ownership to the buyer of the sold receivables; for these
5.1.9.1 SALE OF RECEIVABLES
programs, only the non-material dilution risk is not transferred to the
Compagnie Plastic Omnium SE and some of its European and United buyer.
States subsidiaries have set up several commercial receivables sale
programs with French financial institutions. These programs have an Receivables sold under these programs, which are therefore no longer
average maturity of more than two years. 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 Carrying
In thousands of euros Gross value Impairment amount Gross value Impairment amount
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 December 31, 2020


Sundry receivables 142,733 89,031
Prepayments to suppliers of tooling and prepaid development costs 13,356 26,529
Income tax receivables (1)
83,197 94,722
Other tax receivables 103,219 96,242
Employee advances 6,777 3,310
Prepayments to suppliers of non-current assets 5,113 8,473
OTHER RECEIVABLES 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 December 31, 2020


In thousands of currency units Local currency Euro % Local currency Euro %
EUR Euro 458,834 458,834 42% 500,699 500,699 44%
USD US dollar 380,352 335,822 31% 393,438 320,624 28%
CNY Chinese yuan 966,108 134,281 12% 1,120,250 139,638 12%
GBP Pound sterling 24,546 29,212 3% 59,970 66,705 6%
Other -  130,523 12% -  105,041 9%
TOTAL 1,088,672 100% 1,132,707 100%
Of which:
● Trade receivables 734,277 67% 814,400 72%
● Other receivables 354,395 33% 318,307 28%

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 249


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Sensitivity tests on movements in currencies of “Trade and other receivables” give the following results:

Sensitivity tests on receivables at December 31, 2021 Sensitivity tests on receivables 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 Exchange Local Exchange
In thousands of currency units currency rate % % % % currency rate % % % %
EUR Euro 458,834 1.0000 40% 38% 45% 48% 500,699 1.0000 42% 40% 47% 50%
USD US dollar 380,352 0.8829 32% 33% 29% 28% 393,438 0.8149 29% 31% 27% 25%
CNY Chinese yuan 966,108 0.1390 13% 13% 12% 11% 1,120,250 0.1247 13% 13% 12% 11%
GBP Pound sterling 24,546 1.1901 3% 3% 3% 2% 59,970 1.1123 6% 6% 6% 5%
Other Other currencies - - 12% 13% 11% 11% - - 10% 10% 8% 9%
TOTAL IN EUROS 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
Of which:
● Trade receivables 734,277 776,670 819,146 691,717 649,241 814,400 859,841 905,282 768,960 723,520
● Other receivables 354,395 375,005 395,515 333,987 313,478 318,307 336,072 353,832 300,551 282,790

Exchange rate sensitivity tests on “Trade and other receivables” and are assessed according to their probability of future use. For this purpose,
“Trade payables and other operating liabilities by currency” (see estimates were made as part of the closing of the accounts and led to the
Note 5.2.8.3) show a low sensitivity of this item to variations in exchange recognition of assets based on probable use within a relatively short
rates. 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 December 31, 2021 December 31, 2020


Intangible assets 3,815 (9,627)
Property, plant and equipment (13,111) (12,132)
Employee benefit obligations 23,228 23,245
Provisions 42,527 52,773
Financial instruments 318 (1,990)
Tax loss carryforwards and tax credits 204,971 187,662
Other 37,289 34,228
Impairment of deferred tax assets (213,144) (189,165)
TOTAL 85,893 84,994
Of which:
Deferred tax assets 126,321 128,471
Deferred tax liabilities 40,428 43,477

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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 December 31, 2020


Indefinite tax loss carryforwards 110,977 90,263
Tax loss carryforwards available for more than 5 years 3,683 8,253
Tax loss carryforwards available for up to 5 years 6,475 3,221
Tax loss carryforwards available for up to 4 years 2,700 151
Tax loss carryforwards available for up to 3 years 306 57
Tax loss carryforwards available for less than 3 years 6,917 7,575
TOTAL 131,058 109,520

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 December 31, 2020


Cash at banks and in hand 865,002 827,196
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:

In thousands of euros December 31, 2021 December 31, 2020 5


Cash and cash equivalents of the Group’s captive reinsurance company(1) 14,088 62,926
Cash and cash equivalents in countries with exchange controls(2) 67,907 44,792
Available cash 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 December 31, 2020


Cash and cash equivalents 892,636 829,989
Short-term bank loans and overdrafts (11,264) (12,277)
NET CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH-FLOWS 881,372 817,712

5.1.12 Statement of cash-flows – Acquisitions At December 31, 2021:


and disposals of financial assets, non-controlling The amount of -€43.5 million in “Acquisitions of equity investments in
interests and related investments subsidiaries and investments leading to a change in control” corresponds
5.1.12.1 ACQUISITIONS OF EQUITY INTERESTS, NON-CONTROLLING to the amounts paid out for the acquisition of a 40% stake in the company
INTERESTS AND RELATED INVESTMENTS EKPO Fuel Cell Technologies and the acquisition of Plastic Omnium New
The Group’s financial acquisitions were as follows: Energies Wels GmbH during the fiscal year.
The Plastic Omnium Group has undertaken to pay, according to a
a – acquisitions of equity investments in consolidated companies,
contractual schedule, an amount of €70 million by September 2024
investments leading to a change in control, equity investments
corresponding to the remaining balance of the purchase price of the
in associates and joint ventures and related investments
shares. See the detail in Note 2.2.2.1.1 “Acquisition price” under “Other
These are recorded under “Financial transactions” in the Statement significant events of the period”. The total value of the shares acquired
of Cash-Flows. therefore amounts to €113.5 million.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Plastic Omnium New Energies Wels GmbH contributed to €373 thousand See the corresponding amount in the Statement of Changes in
of cash included in the opening balance sheet. shareholders’ equity and in Note 5.2.2 “Dividends approved and paid by
Compagnie Plastic Omnium SE”.
At December 31, 2020:
The amount of -€0.8 million under “Acquisitions of equity investments in 5.1.13.2 IMPACTS IN THE STATEMENT OF CASH-FLOWS OF
subsidiaries and investments leading to a change in control” DIVIDENDS PAID BY OTHER GROUP COMPANIES
corresponded to the acquisition during fiscal year 2020 of an 11% equity The amount of dividends of the other Group companies, voted and
interest in Hicom for €0.8 million with a cash contribution of €1.4 million. approved, amounted to €13,648 thousand as of December 31, 2021
(compared to €23,578 thousand at December 31, 2020) and is shown in
5.1.13 Impact of dividends paid in the Statement of the Statement of Changes in Shareholders’ Equity.
Cash-Flows The amount of dividends paid by the other Group companies, shown in the
5.1.13.1 IMPACT ON THE STATEMENT OF CASH-FLOWS OF Statement of Cash-Flows at December 31, 2021, amounted to
DIVIDENDS PAID BY THE COMPAGNIE PLASTIC OMNIUM €15,744 thousand (compared to €23,069 thousand at December 31,
GROUP 2020).
During fiscal year 2021, the dividend paid by Compagnie Plastic The difference in the Statement of Changes in Shareholders’ Equity and
Omnium SE to shareholders other than Burelle SA amounted to the Statement of Cash-Flows in 2021 corresponds to the net change in
€28,499 thousand (compared to €28,433 thousand in 2020), bringing the dividend approved but not yet paid to the non-controlling interests of a
the total amount of the dividend thus paid by Compagnie Plastic Group subsidiary for an amount of €2.1 million (-€0.5 million during fiscal
Omnium SE to €71,287 thousand (compared to €71,221 thousand in year 2020).
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 December 31, 2020


Share capital at January 1 of the period 8,913,966 8,913,966
Capital reduction during the period (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 8,913,966
Treasury stock 123,685 170,054
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 Treasury shares amounted to 2,061,413 shares, i.e. 1.40% of the share
double voting rights. capital, compared to 2,834,235 shares, or 1.91% of the share capital at
December 31, 2020.
Capital structure at December 31, 2021
Compagnie Plastic Omnium SE’s share capital was reduced on Capital structure at December 31, 2020
February 17, 2021 by 1,443,954 shares with a par value of €0.06 At December 31, 2020, Compagnie Plastic Omnium’s share capital was
compared to December 31, 2020, bringing the total number of shares made up of shares with a par value of €0.06, bringing the Company’s
comprising the share capital to 147,122,153 shares. share capital to €8,913,966.42, with 2,834,235 treasury shares,
representing 1.91% of the share capital, compared with
At December 31, 2021, the share capital amounted to €8,827,329.18
2,388,499 shares, representing 1.61% of the share capital at
comprising 147,122,153 shares with a par value of €0.06 per share.
December 31, 2019.

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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
€76,076 thousand at December 31, 2021 compared with the parent amounted to €115,455 thousand at December 31, 2021
-€150,466 thousand at December 31, 2020. compared with -€178,137 thousand at December 31, 2020.

5.2.1.4 BREAKDOWN OF “OTHER RESERVES” IN THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Actuarial
gains/(losses) Cash-flow
relating to Cash-flow hedges hedges Retained Attributable to
defined-benefit – interest rate – currency Fair value earnings and owners of the
In thousands of euros plans instruments instruments adjustments other reserves parent
AT JANUARY 1, 2020 (62,220) (1,554) (2,107) 28,894 2,081,762 2,044,775
Movements in 2020 (2,852) 165 2,118 (4,031) 197,787 193,187
AT DECEMBER 31, 2020 (65,072) (1,389) 11 24,863 2,279,549 2,237,962
1st – time application of IFRIC June 2021 –
IAS 19(1) - - - - 3,123 3,123
AT JANUARY 1, 2021 (65,072) (1,389) 11 24,863 2,282,672 2,241,085 5
Movements in 2021 11,883 193 (301) 12,532 (355,497) (331,190)
AT DECEMBER 31, 2021 (53,189) (1,196) (290) 37,395 1,927,175 1,909,895

(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 Attributable to Total
owners of the non-controlling shareholders’
In thousands of euros parent interests equity
Takeover of HBPO Hicom with consolidation of non-controlling interests - 1,157 1,157
CHANGES IN THE SCOPE OF CONSOLIDATION AT DECEMBER 1, 2020 - 1,157 1,157
None - - -
CHANGES IN THE SCOPE OF CONSOLIDATION AT DECEMBER 31, 2021 - - -

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.2 Dividends approved and paid by Compagnie Plastic Omnium SE

December 31, 2021 December 31, 2020


Amounts in thousands of euros
Dividends per share in euros Number of Number of
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 147,122,153 (2)
148,566,107
Total number of shares outstanding at the end of the previous year 148,566,107 148,566,107
Total number of shares held in treasury on the dividend payment date 1,637,740 (3)
3,216,987(2)
Total number of shares held in treasury at year-end (for information) 2,834,235 (3)
2,388,499(2)
Dividends on ordinary shares 72,090 72,797
Dividends on treasury stock (unpaid) (803)(2) (1,576)(2)
TOTAL NET DIVIDENDS 71,287 71,221

(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.

5.2.3 Share-based payments Plan of April 23, 2021


STOCK OPTIONS PLAN A performance share grant was awarded by the Board of Directors of
2020 and 2021: no new stock option plans were introduced in the 2020 February 17, 2021, to executive corporate officers of Compagnie Plastic
and 2021 fiscal years. Omnium (two beneficiaries), with a four-year vesting period ending on
April 23, 2025.
FREE SHARE AWARD PLAN
The main assumptions used for the valuation of the plans using the
Plan of May 2, 2019 principles of IFRS 2 are provided in the following tables:
A performance share grant (valued using IFRS 2 accounting principles) ● The overall cost of the plan was valued at the time of its
was awarded by the Board of Directors of February 19, 2019 to implementation for the December 31, 2021 financial statements. The
employees and executive corporate officers of Compagnie Plastic overall expense amounts to €1,286,516, amortized on a straight-line
Omnium, related companies, or groups linked to Compagnie Plastic basis over the four-year vesting period, of which €222,632 at
Omnium, subject to performance conditions and with a four-year vesting December 31, 2021 (for an annual expense of €321,629).
period.
● 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
A performance share grant was awarded by the Board of Directors of is due the month following the date of vesting by the beneficiary, i.e. in
December 11, 2020, with retroactive effect from April 30, 2020, to May 2025. It is subject to a provision for expenses, calculated on the
employees and executive corporate officers of Compagnie Plastic nominal value of the shares according to the market price at the award
Omnium, related companies, or groups linked to Compagnie Plastic date, spread over the term of the plan, i.e. four years. As of
Omnium, subject to performance conditions and with a four-year vesting December 31, 2021, the provision for expenses in this regard,
period ending on April 30, 2024. amounted to €45 thousand.

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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
Increases Decreases at December 31, 2021
Of which,
Options Options Options Options options
Outstanding options
Stock options outstanding Revalu- granted forfeited exercised exercisable at
In euros at January 1, ations/ during the during the during the Cost for December 31,
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 887,040 (9,000) (286,200) 591,840 591,840
Share price at the grant date 26.33 26.33
Exercise price 24.72 24.72
Term 7 years 7 years
Unrecognized cost at period-end - -
Remaining life 1.6 year 0.6 year

Options outstanding
Increases Decreases at December 31, 2021
Of which,
Options Options Options Options options
Outstanding options
Stock options outstanding Revalu- granted forfeited exercised exercisable at
In euros at January 1, ations/ during the during the during the Cost for December 31,
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 363,500 (61,000) 302,500 None 5
Share price at the grant date 33.71 33.71
Exercise price 32.84 32.84
Term 7 years 7 years
Unrecognized cost at period-end - -
Remaining life 3.2 years 2.2 years

Options outstanding
Increases Decreases at December 31, 2021
Of which,
Options Options Options Options options
Outstanding options
Performance share plan outstanding Revalu- granted forfeited exercised exercisable at
In euros at January 1, ations/ during the during the during the Cost for December 31,
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) (34,560) (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 23,690 (34,560)(3) (1,000) 221,130
Share price at the grant date 26.65 26.65
Average share value 23 23.00
Term 4 years 4 years
Unrecognized cost at period-end 3,126,083 (1,157,743) 1,968,340
Remaining life 2.3 years 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


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Options outstanding
Increases Decreases at December 31, 2021
Of which,
Options Options Options Options options
Outstanding options
Performance share plan outstanding Revalu- granted forfeited exercised exercisable at
In euros at January 1, ations/ during the during the during the Cost for the December 31,
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) 188,113 188,113
Share price at the grant date 17.36 17.36
Average share value 15 15.00
Term 4 years 4 years
Unrecognized cost at period-end 2,351,412 (705,424) 1,645,988
Remaining life 3.3 years 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
Increases Decreases December 31, 2021
Of which,
Options Options Options Options options
Outstanding options
Performance share plan outstanding Revalu- granted forfeited exercised exercisable at
In euros at January 1, ations/ during the during the during the Cost for December 31,
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 45,947
Share price at the grant date 29.88 29.88
Average share value 27.92 27.92
Term 4 years 4 years
Unrecognized cost at period-end 1,286,516 (222,632) 1,063,884
Remaining life 4 years 3.3 years
TOTAL EXPENSE FOR THE FISCAL YEAR (2,085,799) IN EUROS

(1) Used to determine “Diluted earnings per share”.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.4 Provisions

1st – time Changes in


application scope of
of IFRIC Releases of Actuarial consolidation
Dec. 31, June 2021 January 1, surplus Reclassifi- gains/ (derecog- Translation Dec. 31,
In thousands of euros 2020 – IAS 19(1) 2021 Allocations Utilizations provisions cations (losses) nition) adjustment 2021
Customer warranties 28,713 - 28,713 21,719 (13,118) (7,331) (709) - - 258 29,532
Reorganization plans (2)
48,266 - 48,266 3,520 (27,219) - - - - 12 24,579
Provisions for taxes
and tax risks 954 - 954 4,049 (387) - (43) - - 83 4,656
Contract risks 22,262 - 22,262 14,008 (8,908) (4,958) (99) - - 237 22,542
Provisions for claims
and litigation 11,269 - 11,269 1,222 (1,692) (639) - - - 70 10,230
Other 7,348 - 7,348 1,617 (2,125) (193) (131) - - (2) 6,514
PROVISIONS 118,814 - 118,814 46,135 (53,449) (13,121) (982) - - 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

In thousands of euros
Dec. 31,
2019 Allocations Utilizations
surplus
provisions
Reclas-
sifications
Actuarial
gains/(losses)
Translation
adjustment
Dec. 31,
2020 5
Customer warranties 33,974 11,662 (8,806) (7,670) 42 - (489) 28,713
Reorganization plans(1) 31,015 26,827 (8,875) (310) (338) - (53) 48,266
Provisions for taxes and tax risks 804 224 (74) - - - - 954
Contract risks 20,113 16,267 (9,919) (4,176) 127 - (150) 22,262
Provisions for claims and litigation(2) 7,964 4,881 (1,157) (122) 427 - (724) 11,269
Other 6,460 2,976 (1,265) (237) (384) - (203) 7,348
PROVISIONS 100,332 62,837 (30,096) (12,515) (126) - (1,619) 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


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.5 Provisions for pensions and other post-employment The net impact of these two changes is an increase in actuarial debt of
benefits €2.7 million.
Post-employment benefits Plans for the payment of healthcare costs mainly concern the North
The generic term “post-employment benefits” covers both pension and America region (United States).
other employee benefits.
Other long-term employee benefits
Provisions for pensions Other long-term employee benefits cover long-service awards and other
Provisions for pensions mainly concern: service awards within the Group.
● end of career benefits; Post-employment benefit plans are subject to the regulations applicable in
each country. The benefits recognized in the financial statements are
● supplementary pension plans; and therefore not a function of the number of employees by region.
● healthcare coverage plans. The regions identified and presented are those for which the regulations
In France, social benefits relate to supplementary pension plans only for are consistent, allowing data to be aggregated. Where no such
executive corporate officers and end-of-career benefits (“IFC”). aggregation is possible, no reference actuarial rate is given, as a
Supplementary pension plans, when they related to the other mismatch in the parameters does not enable an average to be calculated.
geographical regions, concern all employees. Similarly, sensitivity tests are carried out on significant, homogeneous
data and by region.
A supplementary defined-benefit pension plan with certain rights was set
up within Plastic Omnium Gestion in December 2021, with retroactive 5.2.5.1 ACTUARIAL ASSUMPTIONS
effect from January 1, 2020. Under this new plan, pension rights are not The increase in discount rates in 2021 led the Group to revalue its
conditional on the completion of the participants’ careers in the Group. employee-related commitments for the Euro zone and the United States.
The beneficiaries are all corporate officers and employees of Plastic The rates used at December 31, 2021 were respectively:
Omnium Gestion whose employment corresponds to coefficient 940 of
the National Collective Agreement for the Plastics Industry from the ● 0.90% for the Euro zone (0.35% at December 31, 2020);
implementation of this new plan until the valuation date, subject to having ● 2.73% for the United States (2.46% at December 31, 2020).
completed a minimum of three years’ service with the companies offering
the scheme and being under 60 years of age on January 1, 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 Managers and
  non-managers non-managers
Minimum age for receiving a full pension 60-62 years 65 years 60-62 years 65 years
Age from which no reduction applies 65-67 years 65-67 years
Annual discount rate – post-employment benefits 0.90% 2.73% 0.35% 2.46%
Annual discount rate – long-service awards 0.60% 0.25%
Inflation rate 1.70% 2.00% 1.70% 2.00%
Rate of future salary increases 2.70% 3.50% 2.70% 3.50%
Rate of increase in healthcare costs
For those under 65 years old 7.25% 8.00%
For those over 65 years old 4.75% 5.50%
Expected long-term rate of return on pension plan assets 0.90% 2.73% 0.35% 2.46%

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 The average rates of future salary increases are weighted between
(AA) commercial and industrial companies and with maturity equal to the “managers” and “non-managers” and the age of employees.
length of the commitment being valued.
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
In France, benefits are linked to inflation rates. The impact of inflation each plan’s asset allocation.
rates is not material in the United States.
For other foreign subsidiaries, rate differentials are determined based on
local conditions.

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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, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
In thousands of euros 2021 2020 2019 2021 2020 2019 2021 2020 2019
Projected benefit obligation at December 31 176,400 172,547 154,484 3,768 3,691 3,233 180,168 176,238 157,717
1st – time application of IFRIC June 2021 – IAS 19(1) (3,466) - - - - - (3,466) - -
Projected benefit obligation at January 1 172,934 172,547 154,484 3,768 3,691 3,233 176,702 176,238 157,717
Service cost 7,066 6,857 8,055 353 285 272 7,419 7,142 8,327
Interest cost 2,838 2,980 4,016 19 15 66 2,857 2,995 4,082
Curtailments, settlements and other (862) (2,409) (14,160) (281) - - (1,143) (2,409) (14,160)
Actuarial gains and losses (6,821) 9,835 21,839 196 - 433 (6,625) 9,835 22,272
Of which, experience adjustments (838) (1,042) 58 147 (158) 71 (691) (1,200) 129
Benefits paid from plan assets (1,553) (786) (1,685) (27) 5 5 (1,580) (781) (1,680)
Benefits paid by the Company (2,402) (4,792) (1,501) (331) (180) (327) (2,733) (4,972) (1,828)
Translation adjustment 6,513 (7,832) 1,499 49 (48) 9 6,562 (7,880) 1,508
Projected benefit obligation at December 31 177,713 176,400 172,547 3,746 3,768 3,691 181,459 180,168 176,238
Change in projected benefit obligation 1,313 3,853 18,063 (22) 77 458 1,291 3,930 18,521
Fair value of plan assets at January 1 79,628 68,568 52,533 209 - - 79,837 68,568 52,533
Return on plan assets 1,568 1,546 1,787 - - - 1,568 1,546 1,787
Employee and employer contributions 3,406 11,711 7,727 - - - 3,406 11,711 7,727
Actuarial gains and losses 6,735 5,966 6,740 - 209 - 6,735 6,175 6,740
Benefit payments funded by plan assets (1,565) (3,355) (845) - - - (1,565) (3,355) (845)
Reclassifications
Translation adjustment
209
4,926 (4,808)
-
624
- (209)
-
-
-
-
- 4,926
-
(4,808)
-
624
-
5
Fair value of plan assets at December 31 94,907 79,628 68,568 - 209 - 94,907 79,837 68,568
Change in fair value of plan assets 15,279 11,060 16,035 (209) 209 - 15,070 11,269 16,035
EXCESS OF PROJECTED BENEFIT OBLIGATION OVER PLAN
ASSETS = NET PROVISION RECORDED IN THE BALANCE
SHEET 82,806 96,772 103,979 3,746 3,559 3,691 86,552 100,331 107,670
of which France 45,305 47,473 48,064 2,433 2,252 2,270 47,738 49,725 50,334
of which Europe excluding France 7,368 10,651 12,069 462 747 750 7,830 11,398 12,819
of which United States 15,711 25,458 31,257 732 560 670 16,443 26,018 31,927
of which other regions 14,422 13,190 12,589 119 - - 14,541 13,190 12,589

(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 In 2020


€122,782 thousand at December 31, 2021, including €18,682 thousand
The increase in the value of commitments was linked to the fall in
for French plans and €83,737 thousand for the United States. At
discount rates in the two regions of Europe and the United States.
December 31, 2020, it amounted to €121,220 thousand, including
€17,351 thousand for France and €81,166 thousand for the United As of December 31, 2020, the Group had reviewed the valuation methods
States. 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
In 2021
plan retains its nature as a “defined-contribution” plan treated as a
The decrease in the value of commitments is due to the increase in “defined-benefit” plan because of the underlying guarantee on the returns
discount rates in the two regions of Europe and United States. 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”.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 259


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 December 31, 2020


Europe Europe
excluding United excluding United
In thousands of euros France France States Other France France States Other
Post-employment benefit plan
Indemnity payable on retirement 42,703 2,764 - 14,214 44,557 2,188 - 13,042
Supplementary pension plans 2,602 4,604 12,115 - 2,916 8,463 21,349 -
Healthcare plans 3,595 208 4,109 148
Total post-employment benefit obligations 45,305 7,368 15,711 14,422 47,473 10,651 25,458 13,190
Other long-term benefits 2,433 462 732 119 2,252 747 560 -
Total Other post-employment benefit obligations 2,433 462 732 119 2,252 747 560 -
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 United States France United States
Average maturity of obligations (in years) 12 19 13 19
Amount of obligations (in thousands of euros) 58,657 83,737 59,292 81,169
of which:  
Retirement obligations   - 15,458 - 10,599
Vested deferred obligations   - 21,269 - 16,328
Active obligations   58,657 47,010 59,292 54,242

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 December 31, 2020


Increase Decrease Increase Decrease
+0,25% -0,25% +0,25% -0,25%
In thousands of euros Basis Amount % Amount % Basis Amount % Amount %
France
Effect on service cost and interest cost 7,371 6,448 -12.53% 6,689 -9.26% 3,604 3,541 -1.75% 3,505 -2.77%
Effect on projected benefit obligation 57,172 55,658 -2.65% 58,750 2.76% 57,049 55,231 -3.19% 58,399 2.36%
United States
Effect on service cost and interest cost 1,926 1,998 3.74% 1,843 -4.30% 2,346 2,421 3.21% 2,258 -3.76%
Effect on projected benefit obligation 83,470 79,699 -4.52% 87,430 4.74% 81,009 77,334 -4.54% 84,867 4.76%

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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 2020 2019 2021 2020 2019 2021 2020 2019
Net projected benefit obligation at December 31 96,772 103,979 101,950 3,559 3,691 3,234 100,331 107,669 105,184
1st – time application of IFRIC June 2021 – IAS 19(1) (3,466) - - - - - (3,466) - -
Net projected benefit obligation at January 1 93,306 103,979 101,950 3,559 3,691 3,234 96,865 107,669 105,184
Expense/income for the year
Service cost 7,066 6,857 8,055 353 285 272 7,419 7,142 8,327
Curtailments, settlements and other (862) (2,409) (14,160) (281) - - (1,143)(1) (2,409) (14,160)
Benefits paid by the Company (2,402) (4,792) (1,500) (331) (180) (328) (2,733) (4,972) (1,828)
Benefit payments funded by assets 12 2,569 (840) (27) 5 5 (15) 2,574 (835)
Employee and employer contributions (3,406) (11,711) (2) - - - (3,406) (11,711) (2)
NET NON-RECURRING POST-EMPLOYMENT BENEFIT
PLAN COSTS RECORDED IN OPERATING EXPENSES 408 (9,486) (8,447) (286) 110 (51) 122 (9,376) (8,498)
Interest cost 2,838 2,980 4,016 19 15 66 2,857 2,995 4,082
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 - - (7,727) - - - - - (7,727)
Reclassification (209) - - 209 - - - - -
Actuarial gains and losses (13,556) 3,868 15,099 196 (209) 433 (13,360) 3,659 15,532
Translation adjustment 1,587 (3,023) 875 49 (48) 9 1,636 (3,071) 884 5
BALANCE SHEET IMPACT (12,178) 845 8,247 454 (257) 442 (11,724) 588 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 December 31, 2021 December 31, 2020


Equities 53,011 36,812
Bonds 24,219 22,558
Real estate 919 5,128
Other 16,758 15,339
TOTAL 94,907 79,837

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.5.8 CONTRIBUTIONS PAID IN RESPECT ● private placement notes,


OF DEFINED-CONTRIBUTION PLANS
● bonds;
Contributions paid in respect of defined contribution plans amounted to
€10,195.8 thousand in 2021 compared with €10,196.7 thousand in ● minus loans, negotiable debt securities and other long-term financial
2020. assets;
● plus short-term loans;
5.2.6 Current and non-current borrowings
● plus overdraft facilities; and
5.2.6.1 DEFINITION OF DEBT WITHIN THE GROUP
Net debt is an important notion for the day-to-day management of Plastic ● minus cash and cash equivalents.
Omnium’s treasury cash. It is used to determine the Group’s debit or
5.2.6.2 BORROWINGS: PRIVATE PLACEMENT NOTES AND BONDS
credit position in relation to third parties and outside of the operating
cycle. Net debt is determined as: At December 31, 2021
The main terms of the bonds and private placements as at December 31,
● long-term borrowings: 2021 are summarized in the following table:
● drawdowns on traditional lines of credit,

Schuldscheindarlehen private Private placement bond issue of Schuldscheindarlehen private


December 31, 2021 placement of June 16, 2016 June 26, 2017 placement of December 21, 2018
Issue – Fixed rate (in euros) 300,000,000 500,000,000 300,000,000
Interest rate/annual coupon 1.478% 1.250% 1.632%
International (Asian, German, Dutch, International (German, Chinese,
Swiss, Luxembourg, Belgian) and Belgian, Swiss, Austrian) and French
Investors French investors European investors investors
No covenant or rating obligations
Maturity June 17, 2023 June 26, 2024 December 21, 2025

5.2.6.3 BANK LOANS 5.2.6.4. SHORT-TERM BORROWINGS: ISSUANCE OF “NEGOTIABLE


The Group has not made any new drawdowns in fiscal year 2021 EUROPEAN COMMERCIAL PAPER” (NEU-CP)
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
Investors European investors
Maturity Less than 1 year

5.2.6.5 REFORM OF INTERBANK RATES – DISAPPEARANCE At December 31, 2021, the Group has no positions or bank line
OF LIBOR SINCE DECEMBER 31, 2021 drawdowns based on LIBOR. Its lines of credit are on contracts based on
The London Interbank Offered Rate (LIBOR), the benchmark interest rate alternative rates without any exposure linked to the disappearance of
used to calculate the average rate at which banks grant short-term loans LIBOR.
to each other, ended on December 31, 2021. It has been removed from
the international monetary system.

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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 December 31, 2020


Current Non-current Current Non-current
In thousands of euros Total portion portion Total portion portion
Finance lease liabilities(1) (2) 214,730 48,750 165,980 222,013 48,330 173,683
Bonds and bank loans 1,539,381 422,179 1,117,202 1,434,828 300,830 1,133,998
of which the 2018 Schuldscheindarlehen private placement 299,257 148 299,109 299,120 148 298,972
of which the bond issue in 2017 501,177 3,238 497,939 500,375 3,238 497,137
of which the 2016 Schuldschein private placement 302,069 2,405 299,664 301,843 2,405 299,438
of which Neu-CP (3)
322,500 322,500 - 200,500 200,500 -
of which bank lines of credit(4) 114,377 93,888 20,490 132,990 94,539 38,451
Current and non-current borrowings and other debt (+) 1,754,111 470,929 1,283,182 1,656,841 349,160 1,307,681
Other current and non-current debt related to the acquisition
of a stake in EKPO (+)(5) 70,000 30,000 40,000 - - -
Hedging instruments – liabilities (+) (6)
1,434 1,434 - 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) (78,071) - (78,071) (8,309) - (8,309)
Other financial assets (-)
of which non-current financial receivables (8)
(12,351)
(9,351)
(3,000)
-
(9,351)
(9,351)
(16,093)
(9,753)
(6,340)
-
(9,753)
(9,753)
5
of which finance receivables(8)(9) (3,000) (3,000) - (6,340) (6,340) -
Other current financial assets and receivables (-) (9)
(43) (43) (301) (301) -
Hedging instruments – assets (-)(6) (91) (91) (7,625) (7,625) -
Total financial receivables (C) (90,555) (3,133) (87,422) (32,328) (14,266) (18,062)

GROSS DEBT (D) = (B) + (C) 1,734,990 499,230 1,235,760 1,624,629 335,010 1,289,619
Cash and cash equivalents (-) (10)
892,636 892,636 829,989 829,989 -
Short-term bank loans and overdrafts (+) (11,264) (11,264) (12,277) (12,277) -
NET CASH AND CASH EQUIVALENTS AS RECORDED
IN THE STATEMENT OF CASH-FLOWS (A)(11) (881,372) (881,372) (817,712) (817,712) -
NET FINANCIAL DEBT (E) = (D) + (A) 853,618 (382,142) 1,235,760 806,917 (482,702) 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) See Note 5.2.6.4 “Short-term borrowings: issuance of “Negotiable European Commercial Paper” (Neu-CP)”.
(4) 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”.
(5) See Note 2.2.2.1.1 “The acquisition price” in “Other significant events of the period”.
(6) See Note 5.2.7 “Interest rate and currency hedges”.
(7) See Note 5.1.6.1 “Long-term investments in equity instruments and funds”.
(8) See Note 5.1.6.2 “Other non-current financial assets”.
(9) See Notes 5.1.8 “Current financial receivables” and 5.2.6.3 for the principal amount.
(10) See Note 5.1.11.1 “Gross cash and cash equivalents”.
(11) See Note 5.1.11.2 “Net cash and cash equivalents at end of period”.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 December 31, 2021 December 31, 2020


Euro 58% 48%
US dollar 29% 39%
Chinese yuan 7% 7%
Pound sterling 2% 2%
Japanese yen 1% -
Brazilian real 1% 1%
Indian rupee 1% 1%
Polish zloty - 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 December 31, 2021 December 31, 2020


Hedged variable rates - -
Unhedged variable rates 27% 19%
Fixed rates 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 Assets Liabilities Assets Liabilities
Exchange rate derivatives 91 (1,434) 7,625 (116)
TOTAL BALANCE SHEET 91 (1,434) 7,625 (116)

5.2.7.1 CURRENCY HEDGES the effective portion. These amounts recognized in equity are reported in
The Group uses derivatives to hedge its exposure to currency risk. profit or loss when the hedged forecast cash-flows affect income.
The Group has chosen a hedging policy to cover the highly probable future At December 31, 2021, the fair value of the instruments subscribed and
transactions in its entities’ foreign currencies. Hedging instruments thus recognized was -€1,342 thousand, including -€323 thousand
implemented in this respect are forward purchases of foreign currencies. recognized in equity.
The Group has applied to these instruments the accounting treatment of Changes in the fair value of currency hedging instruments are recognized
cash-flow hedges as planned by the applicable IFRS: instruments are in net financial income.
measured at fair value and changes in value are recognized in equity for

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

5.2.7.1.1 Portfolio of currency hedges

December 31, 2021 December 31, 2020


Medium- Exchange Medium- Exchange
term rate at term rate at
Notional Notional
exchange Dec. 31, exchange Dec. 31,
amount amount
rate 2021 rate 2020
Fair value (in thousands Fair value (in thousands
(in thousands of currency Currency/ Currency/ (in thousands of currency Currency/ Currency/
  of euros) units) Euro Euro of euros) units) Euro Euro
Net sell position (net buy position if >0)
USD/EUR – Forward exchange contract (40) (885) 1.2004 1.1326 +91 (1,922) 1.1667 1.2271
GBP/EUR – Forward exchange contract (282) (2,973) 0.9134 0.8403 (8) (3,952) 0.9050 0.8990
USD/EUR – Forward currency swap (973) (317,300) 1.1375 1.1326 +5,868 (529,300) 1.2110 1.2271
GBP/EUR – Forward currency swap +6 (5,000) 0.8394 0.8403 +14 (30,000) 0.8987 0.8990
CHF/EUR – Forward currency swap (21) (2,500) 1.0419 1.0331 (43) (9,750) 1.0851 1.0802
RUB/EUR – Forward currency swap +5 (22,000) 83.9385 85.3004 +18 (58,100) 89.1435 91.4671
CNY/EUR – Forward currency swap (117) (390,000) 7.2475 7.1947 +1,232 (438,000) 7.9219 8.0225
CNY/USD – Forward currency swap +25 (85,067) 6.3960 6.3524 (42) (87,707) 6.5945 6.9760
JPY/EUR – Forward currency swap +55 (1,450,000) 129.7406 130.3800 +379 (3,600,000) 124.8294 126.4900
IDR/EUR – Forward currency swap +0 (16,205,000) 16,300.0000 16,100.4200 - - - -
TOTAL (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 December 31, 2020 5


Impact of change in foreign exchange hedging portfolio on income (ineffective portion)(1) (8,447) 2,893
Impact of change in foreign currency hedging portfolio on equity (effective portion) (405) 2,855
TOTAL (8,852) 5,748

(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 December 31, 2021 December 31, 2020


Trade payables 1,190,948 1,278,933
Due to suppliers of fixed assets 73,478 92,817
TOTAL 1,264,426 1,371,750

5.2.8.2 OTHER OPERATING LIABILITIES

In thousands of euros December 31, 2021 December 31, 2020


Employee benefits expense 169,061 164,095
Income taxes 24,992 17,888
Other taxes 130,824 128,337
Other payables 323,088 328,378
Customer prepayments – Deferred revenues 311,674 319,711
TOTAL 959,639 958,409

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 Euro % Local currency Euro %
EUR Euro 1,211,802 1,211,802 54% 1,354,833 1,354,833 58%
USD US dollar 605,714 534,799 24% 595,983 485,684 21%
GBP Pound sterling 88,557 105,390 5% 115,655 128,644 6%
CNY Chinese yuan 1,099,715 152,851 7% 1,296,548 161,614 7%
BRL Brazilian real 225,527 35,741 2% 161,472 25,335 1%
Other Other currencies 183,482 8% 174,049 7%
TOTAL   2,224,065 100% 2,330,159 100%
Of which:
● Trade payables 1,264,426 57% 1,371,750 59%
● Other operating liabilities 959,639 43% 958,409 41%

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 –  Decrease –  Increase –  Decrease – 
all currencies all currencies all currencies all currencies
Base + 10% + 20% - 10% - 20% Base + 10% + 20% - 10% - 20%
Local Conversion Local Conversion
In thousands of currency units currency rate % % % % currency rate % % % %
EUR Euro 1,211,802 1.0000 52% 50% 57% 60% 1,354,833 1.0000 56% 54% 61% 63%
USD US dollar 605,714 0.8829 25% 26% 23% 21% 595,983 0.8149 22% 23% 20% 18%
GBP Pound sterling 88,557 1.1901 5% 5% 4% 4% 115,655 1.1123 6% 6% 5% 5%
CNY Chinese yuan 1,099,715 0.1390 7% 8% 6% 6% 1,296,548 0.1247 7% 8% 7% 6%
BRL Brazilian real 225,527 0.1585 2% 2% 2% 1% 161,472 0.1569 1% 1% 1% 1%
Other Other currencies 9% 9% 8% 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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

NOTE 6 CAPITAL MANAGEMENT As part of its capital management strategy, the Group compensates its
shareholders primarily through the payment of dividends and may make
AND MARKET RISKS adjustments in line with changes in economic conditions.
Compagnie Plastic Omnium has set up a global cash management system The capital structure may be adjusted by paying ordinary or special
centralized within its subsidiary Plastic Omnium Finance, which manages dividends, through share buybacks and cancellation of treasury stock,
liquidity, currency and interest rate risks on behalf of all subsidiaries. The returning a portion of capital to shareholders or issuing new shares
market risk strategy, which may take the form of on- and off-balance sheet and/or securities giving rights to capital.
commitments, is validated quarterly by the Group’s Senior Executives.
Gearing
The Group uses the gearing ratio, corresponding to the ratio of
6.1 Capital management
consolidated net debt to equity, as an indicator of the Group’s leverage.
The Group’s objective is to have, at all times, sufficient financial resources The Group includes in net debt all financial liabilities and commitments,
to enable it to carry out its current business, fund the investments other than operating payables, interest-bearing liabilities, less cash and
required for its development and also to respond to any exceptional cash equivalents and other non-operating financial assets, such as
events. marketable securities and loans.
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 December 31, 2021 December 31, 2020


Net financial debt(1) 853,618 806,917
Equity (including non-current grants) 2,058,254 1,950,069
GEARING RATIO 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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

6.2 Commodities risk – Exposure to plastics risk 6.3 Credit risk


Plastic Omnium’s business requires the purchase of large quantities of Credit risk covers customer credit risk and bank counterparty risk.
plastic, steel, paint and other raw materials subject to price changes that
could have an impact on its operating margin. 6.3.1 Customer risk
To limit the risks associated with such price fluctuations, the Group has At December 31, 2021, 3.6% of the Group’s trade receivables were past
negotiated selling price indexation clauses with most of its automotive due, versus 3.8% at December 31, 2020. Trade receivables break down
customers or, failing that, regularly renegotiates selling prices. as follows:

AGEING ANALYSIS OF NET RECEIVABLES

At December 31, 2021
Total Due and past Less than More than
In thousands of euros outstanding Not yet due due 1 month 1-6 months 6-12 months 12 months
Industries 587,072 561,645 25,427 9,107 5,657 8,227 2,435
Modules 137,047 136,198 849 99 750 - -
Unallocated items 10,158 10,158 - - - - -
TOTAL 734,277 708,001 26,276 9,207 6,407 8,227 2,435

At December 31, 2020
Total Due and past Less than More than
In thousands of euros outstanding Not yet due due 1 month 1-6 months 6-12 months 12 months
Industries 632,522 602,093 30,428 17,780 5,789 5,643 1,216
Modules 183,384 182,668 717 275 442 - -
Unallocated items (1,506) (1,506) - - - - -
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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

6.3.2 Bank counterparty risk This objective is mainly achieved by using medium-term lines of credit with
banking institutions but also by short-term bank resources.
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
The Group must at all times have sufficient financial resources to finance 6.4.1 Other long-term financial receivables – carrying
the current business and the investments required to support its amounts and undiscounted values
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 136 - 136 -
Long-term investments in equities and funds 78,071 - 78,071 -
Other financial assets 9,351 - 9,351 -
Finance receivables(1) 3,000 3,000 - -
Trade receivables(2) 734,277 731,842 2,435 -
Other current financial assets and financial receivables 43 43 - -
Hedging instruments 91 91 - -
Cash and cash equivalents 892,636 892,636 - - 5
TOTAL FINANCIAL ASSETS 1,717,605 1,627,612 89,993 -
FINANCIAL LIABILITIES
Non-current borrowings(3) 1,358,561 - 1,302,370 56,191
Bank overdrafts 11,264 11,264 - -
Current borrowings(4) 516,509 516,509 - -
Hedging instruments 1,434 1,434 - -
Trade payables 1,264,426 1,264,426 - -
TOTAL FINANCIAL LIABILITIES 3,152,194 1,793,633 1,302,370 56,191
FINANCIAL ASSETS AND FINANCIAL LIABILITIES – NET(5) (1,434,589) (166,021) (1,212,377) (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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

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 170 - 170 -
Long-term investments in equities and funds 8,309 - 8,309 -
Other financial assets 9,753 - 9,753 -
Finance receivables (1)
6,340 6,340 - -
Trade receivables(2) 814,400 813,184 1,216 -
Other current financial assets and financial receivables 301 301 - -
Hedging instruments 7,625 7,625 - -
Cash and cash equivalents 829,989 829,989 - -
TOTAL FINANCIAL ASSETS 1,676,887 1,657,439 19,448 -
FINANCIAL LIABILITIES
Non-current borrowings(3) 1,357,663 - 1,295,567 62,096
Bank overdrafts 12,277 12,277 - -
Current borrowings (4)
371,844 371,844 - -
Hedging instruments 116 116 - -
Trade payables 1,371,750 1,371,750 - -
TOTAL FINANCIAL LIABILITIES 3,113,650 1,755,987 1,295,567 62,096
FINANCIAL ASSETS AND FINANCIAL LIABILITIES – NET(5) (1,436,763) (98,548) (1,276,119) (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.

6.5 Currency risk 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
Plastic Omnium’s business is based for the most part on local plants: by debt by type of interest rate”).
producing locally what is sold locally, the Group has little exposure to
currency fluctuations, except for the translation of financial statements of Financial transactions, particularly interest rate hedges, are carried out
companies whose functional currency is not the euro. with a broad panel of leading financial institutions. A competitive bidding
process is carried out for any significant financial transactions and
The Group’s policy is to minimize the currency risk arising from maintaining a satisfactory diversification of resources and participants is a
transactions that will result in future payment or future revenue. If a selection criterion.
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
Interest rate risk relates to the possibility of an increase in variable rates
traders to value these financial instruments (models for discounting future
for variable rate debt, which would adversely affect net financial income.
cash-flows or option valuation models).
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.

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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
Instrument based on Valuations
listed on an observable based on
At Through Through Through Total active market unobservable
In thousands of euros amortized profit or shareholders’ shareholders’ carrying Valued at market data market data
Assets cost loss equity equity (CFH)(2) amount cost (level 1) (level 2) (level 3)
Non-consolidated equity
interests - - 136 - 136 136 - - -
Long-term investments
in equities and funds - - 78,071 - 78,071 - 78,071 - -
Other non-current financial
assets 9,351 - - - 9,351 - - - -
Finance receivables 3,000 - - - 3,000 - - - -
Trade receivables 734,277 - - - 734,277 - - - -
Other current financial
assets and receivables 43 - - - 43 - - - -
Hedging instruments - 91 - - 91 - - 91 -
Cash and cash equivalents - 892,636 - - 892,636 - - 892,636 -

At fair value Valuations


Instrument based on Valuations
listed on an observable based on
At Through Through Through Total active market unobservable
In thousands of euros
Liabilities
amortized
cost
profit or shareholders’ shareholders’
loss equity equity (CFH)
carrying
amount
Valued at
cost
market
(level 1)
data market data
(level 2) (level 3)
5
Non-current borrowings (1)
1,323,182 - - - 1,323,182 - - - -
Bank overdrafts 11,264 - - - 11,264 - - - -
Current borrowings 500,929 - - - 500,929 - - - -
Hedging instruments - 1,029 - 405 1,434 - - 1,434 -
Trade payables 1,264,426 - - - 1,264,426 - - - -

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

In 2021, as in 2020, there was no transfer between fair value levels.

2020
At fair value Valuations
Instrument based on Valuations
listed on an observable based on
At Through Through Through Total active market unobservable
In thousands of euros amortized profit or shareholders’ shareholders’ carrying Valued at market data market data
Assets cost loss equity equity (CFH)(2) amount cost (level 1) (level 2) (level 3)
Non-consolidated equity
interests - - 170 - 170 170 - - -
Long-term investments in
equities and funds - - 8,309 - 8,309 - 8,309 - -
Other non-current financial
assets 9,753 - - - 9,753 - - - -
Finance receivables 6,340 - - - 6,340 - - - -
Trade receivables 814,400 - - - 814,400 - - - -
Other current financial
assets and receivables 301 - - - 301 - - - -
Hedging instruments - 7,625 - - 7,625 - - 7,625 -
Cash and cash equivalents - 829,989 - - 829,989 - - 829,989 -

At fair value Valuations


Instrument based on Valuations
listed on an observable based on
At Through Through Through Total active market unobservable
In thousands of euros amortized profit or shareholders’ shareholders’ carrying Valued at market data market data
Liabilities cost loss equity equity (CFH)(2) amount cost (level 1) (level 2) (level 3)
Non-current borrowings(1) 1,307,681 - - - 1,307,681 - - - -
Bank overdrafts 12,277 - - - 12,277 - - - -
Current borrowings 349,160 - - - 349,160 - - - -
Hedging instruments - 2,971 - (2,855) 116 - - 116 -
Trade payables 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.

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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
● the fair value of listed bonds is determined on the basis of quoted
market rate matching the maturity and products’ characteristics;
prices (level 1). The fair value of other borrowings is determined for
each loan by discounting future cash-flows at a rate corresponding to ● other financial assets and finance receivables: items consisting mainly
the Euribor yield curve at year-end, corrected for the Group’s credit risk of finance receivables recorded on the basis of a discounted value
(level 2); 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
according to their last known net asset value (level 1). The fair value of no listed prices. As a result, their valuation is based on models
interest rate products (certificates of deposit, time-deposit accounts, commonly used by traders to evaluate financial instruments using
negotiable medium-term notes, etc.) is based on discounted future discounted cash-flow models or option valuation models (level 2).
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 December 31, 2020
Excluding Excluding
  temporary Temporary Total temporary Temporary Total Changes/Total
France 2,858 412 3,270 2,850 389 3,239 1%
% 13.1% 12.7% 13.1% 12.6% 10.3% 12.3%
Europe excluding France 10,375 1,291 11,666 10,949 1,839 12,788 - 9%
% 47.6% 39.8% 46.6% 48.4% 48.6% 48.4%
North America 5,173 395 5,568 5,358 581 5,939 - 6%
% 23.8% 12.2% 22.3% 23.7% 15.4% 22.5%
Asia and South America(1) 3,368 1,146 4,514 3,479 974 4,453 1%
% 15.5% 35.3% 18.0% 15.4% 25.7% 16.9%
TOTAL 21,774 3,244 25,018 22,636 3,783 26,419 - 5%

(1) The “Asia and South America” region includes South Africa and Morocco.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 273


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

7.2 Off-balance sheet commitments


7.2.1 Commitments granted/received

At December 31, 2021

On other
non-financial
On intangible On property, plant On financial assets current
In thousands of euros Total assets and equipment and liabilities assets/liabilities
Surety bonds granted(1) (96,322) - (1,110) (89,208)(1.bis) (6,004)
Commitments to purchase assets (2)
(27,609) (10) (27,599) - -
Other off-balance sheet commitments(3) (5,394) - (4,013) (1,381) -
TOTAL COMMITMENTS GIVEN (129,325) (10) (32,722) (90,589) (6,004)
Surety bonds received(4) 9,290 - - - 9,290
TOTAL COMMITMENTS RECEIVED 9,290 - - - 9,290
TOTAL COMMITMENTS – NET (120,035) (10) (32,722) (90,589) 3,286

At December 31, 2020

On other
non-financial
On intangible On property, plant On financial assets current
In thousands of euros Total assets and equipment and liabilities assets/liabilities
Surety bonds granted(5) (22,979) - (1,548) (15,668) (5,763)
Commitments to purchase assets(6) (24,894) (8) (24,886) - -
Other off-balance sheet commitments (7)
(8,079) - (6,698) (1,381) -
TOTAL COMMITMENTS GIVEN (55,952) (8) (33,132) (17,049) (5,763)
TOTAL COMMITMENTS – NET (55,952) (8) (33,132) (17,049) (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.
(3) 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.
(4) The security bonds received mainly related to:
• €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.
(6) 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.
(7) The other off-balance sheet commitments are mainly:
• €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.

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

7.3 Related-party transactions Under a bonus share award plan, the Board of Directors’ Meeting on
February 17, 2021 granted 45,947 shares to the executive corporate
7.3.1 Compensation paid to executives officers of Compagnie Plastic Omnium. See Note 5.2.3 “Share-based
and other corporate officers payments” on the terms of allocation.
Executive corporate officers are, in accordance with IAS 24 “Persons with The total amount of compensation paid to members of the Board of
the authority and responsibility for planning, directing and controlling the Directors and senior executives is presented in the table below:
activities” of Compagnie Plastic Omnium and its subsidiaries.

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)
Directors’ fees and by Burelle SA 84 284
Gross compensation Payable by the Plastic Omnium Group 3,501 5,742
Supplementary pension plans Payable by the Plastic Omnium Group(1) - 124
Payable by the Plastic Omnium Group 650 310
Cost of stock option and share purchase plans Cost to be spread over the vesting period 393 174
and bonus share plan
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

At December 31, 2021
5
Proceeds
from disposal
of property,
plant and
equipment Other
Royalties and including Operating Financial
In thousands Direct and management Investment income and income and Current Trade Trade Other
of euros indirect costs fees property expenses expenses accounts Deposits payables receivables receivables Other debtors
Sofiparc SAS - (6,311) - - - - 1,126 1,570 6 - 1,472
Burelle SA 2 565 - - 6 - - - 289 - 11
Burelle
Participations SA - 120 - - 5 - - - - - -

At December 31, 2020

Proceeds Gain on
from disposal disposal of
of property, property,
plant and plant and
equipment equipment
Royalties and including including Financial
In thousands of Direct and management Investment Investment income and Current Trade Trade Other
euros indirect costs fees property property expenses accounts Deposits payables receivables receivables Other debtors
Sofiparc SAS - (6,148) 2 (184) 8 - 1,254 1,955 5 - 1,583
Burelle SA 2 (139) - - 9 - - 592 - - 11
Burelle
Participations SA - 120 - - 7 - - - - - -

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 275


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

7.4 Fees paid to the Statutory Auditors

2021
In thousands of euros Mazars EY Total
AUDIT SERVICES (2,234) (2,307) (4,541)
of which:
● Compagnie Plastic Omnium SE (436) (436) (872)
● Subsidiaries (1,798) (1,871) (3,669)
FEES OTHER THAN CERTIFICATION OF FINANCIAL STATEMENTS(1) (175) (552) (727)
of which:
● Compagnie Plastic Omnium SE (159) (36) (195)
● Subsidiaries (16) (516) (532)
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 Mazars EY Total
AUDIT SERVICES (2,162) (2,225) (4,387)
of which:
● Compagnie Plastic Omnium SE (451) (451) (902)
● Subsidiaries (1,711) (1,774) (3,485)
FEES OTHER THAN CERTIFICATION OF OF FINANCIAL STATEMENTS(1) (189) (354) (543)
of which:
● Compagnie Plastic Omnium SE (183) 0 (183)
● Subsidiaries (6) (354) (360)
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 No event likely to have a material impact on the Group’s business,
cancellation of the treasury stock (59.35% before cancellation of treasury financial position, earnings or assets and liabilities at December 31, 2021
stock) and fully consolidates Company Plastic Omnium SE. has occurred since the closing date.
Burelle SA – 19 Boulevard Jules Carteret
69342 Lyon Cedex 07 – France

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

LIST OF CONSOLIDATED COMPANIES AT DECEMBER 31, 2021

Reportable segment December 31, 2021 December 31, 2020


Method of Method of
Legal name   Industries Modules Unllocated Consolidation % control % interest Consolidation % control % interest Tax group
France  
COMPAGNIE PLASTIC OMNIUM SE   * Parent company Parent company 1
PLASTIC OMNIUM GESTION SNC   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM FINANCE SNC   * FC 100 100 FC 100 100 1
SIGNALISATION FRANCE SA   * FC 100 100 FC 100 100 1
INERGY AUTOMOTIVE SYSTEMS
FRANCE SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO
EXTERIEUR SERVICES SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO EXTERIORS SA   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO INERGY SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO INERGY
MANAGEMENT SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO EXTERIEUR SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM COMPOSITES SA   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO
INERGY SERVICES SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM AUTO INERGY
FRANCE SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM CLEAN ENERGY
SYSTEMS RESEARCH
PLASTIC OMNIUM NEW ENERGIES
b2021 * FC 100 100 FC 100 100 1
5
FRANCE SAS a2021 * FC 100 100 - - - 1
PLASTIC OMNIUM MODULES SAS   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM MANAGEMENT 4   * FC 100 100 FC 100 100 1
PLASTIC OMNIUM MANAGEMENT 6 a2021 * FC 100 100 - - -
PLASTIC OMNIUM MANAGEMENT 7 a2021 * FC 100 100 - - -
South Africa  
PLASTIC OMNIUM AUTO INERGY SOUTH
AFRICA (PROPRIETARY) Ltd   * FC 100 100 FC 100 100
Germany  
PLASTIC OMNIUM GmbH   * FC 100 100 FC 100 100 2
PLASTIC OMNIUM AUTO
COMPONENTS GmbH   * FC 100 100 FC 100 100 2
PLASTIC OMNIUM AUTO INERGY
GERMANY GmbH   * FC 100 100 FC 100 100 2
PLASTIC OMNIUM COMPOSITES GmbH c2020 * - - - FC 100 100 2
PLASTIC OMNIUM AUTOMOTIVE
EXTERIORS GmbH   * FC 100 100 FC 100 100 2
EKPO FUEL CELL TECHNOLOGIES GmbH a2021 * EM_Ifrs 40 40 - - -
HBPO BETEILIGUNGSGESELLSCHAFT GmbH * FC 66.67 66.67 FC 66.67 66.67 5
HBPO RASTATT GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO GERMANY GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO INGOLSTADT GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO REGENSBURG GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO VAIHINGEN Enz GmbH   * FC 66.67 66.67 FC 66.67 66.67 5
HBPO Saarland GmbH   * FC 66.67 66.67 FC 66.67 66.67 5

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 277


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Reportable segment December 31, 2021 December 31, 2020


Method of Method of
Legal name   Industries Modules Unllocated Consolidation % control % interest Consolidation % control % interest Tax group
Argentina  
PLASTIC OMNIUM AUTO INERGY
ARGENTINA SA   * FC 100 100 FC 100 100
PLASTIC OMNIUM SA   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTOMOTIVE
ARGENTINA c2021 * - - - FC 100 100
Austria  
PLASTIC OMNIUM NEW ENERGIES
WELS GmbH a2021 * FC 100 100 - - -
Belgium  
PLASTIC OMNIUM ADVANCED
INNOVATION AND RESEARCH NV   * FC 100 100 FC 100 100 6
PLASTIC OMNIUM AUTO INERGY
BELGIUM SA   * FC 100 100 FC 100 100 6
PLASTIC OMNIUM AUTOMOTIVE BELGIUM   * FC 100 100 FC 100 100
OPTIMUM CPV BVBA   * FC 100 100 FC 100 100
PLASTIC OMNIUM NEW ENERGIES SA   * FC 100 100 FC 100 100
PLASTIC OMNIUM NEW ENERGIES
HERENTALS SA a2021 * FC 100 100 - - -
Brazil  
PLASTIC OMNIUM AUTO INERGY DO
BRASIL LTDA   * FC 100 100 FC 100 100
PLASTIC OMNIUM DO BRASIL Ltda   * FC 100 100 FC 100 100
HBPO BRASIL
AUTOMOTIVE SERVICIOS Ltda   * FC 66.67 66.67 FC 66.67 66.67
Canada  
HBPO CANADA INC.   * FC 66.67 66.67 FC 66.67 66.67
China  
PLASTIC OMNIUM HOLDING (SHANGHAI)
Co. Ltd   * FC 100 100 FC 100 100
WUHAN PLASTIC OMNIUM AUTO INERGY
Co. Ltd   * FC 100 100 FC 100 100
PLASTIC OMNIUM INERGY (SHANGHAI)
CONSULTING Co. Ltd c2021 * FC 100 100 FC 100 100
INERGY AUTOMOTIVE SYSTEMS
CONSULTING (BEIJING) Co. Ltd c2021 * 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 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM (SHANGHAI)
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM YIZHENG
AUTOMOTIVE EXTERIOR SYSTEM Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Reportable segment December 31, 2021 December 31, 2020


Method of Method of
Legal name   Industries Modules Unllocated Consolidation % control % interest Consolidation % control % interest Tax group
YANFENG PLASTIC OMNIUM (SHENYANG)
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM NINGBO
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM WUHAN
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM HARBIN
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM HANGZHOU
AUTO EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM NINGDE
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANKANG AUTO PARTS RUGAO Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
YANFENG PLASTIC OMNIUM (DAQING)
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM_Ifrs 49.95 49.95 EM_Ifrs 49.95 49.95
CHONGQING YANFENG PLASTIC OMNIUM
AUTOMOTIVE EXTERIOR FAWAY Co. Ltd   * EM_Ifrs 49.95 25.47 EM_Ifrs 49.95 25.47
GUANGZHOU ZHONGXIN YANFENG
PLASTIC OMNIUM AUTOMOTIVE EXTERIOR
TRIM Co. Ltd   * EM_Ifrs 49.95 25.47 EM_Ifrs 49.95 25.47
CHENGDU FAWAY YANFENG PLASTIC
OMNIUM Co. Ltd   * EM 24.48 24.48 EM 24.48 24.48
DONGFENG PLASTIC OMNIUM
AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd   * EM 24.98 24.98 EM 24.98 24.98
CHANGCHUN HUAZHONG YANFENG
PLASTIC OMNIUM AUTOMOTIVE
5
EXTERIORS Co. Ltd   * EM_Ifrs 49.95 24.98 EM_Ifrs 49.95 24.98
GUANGZHOU ZHONGXIN YANFENG
PLASTIC OMNIUM AUTOMOTIVE EXTERIOR
SYSTEMS Co., Ltd a2020 * EM_Ifrs 49.95 25.47 EM_Ifrs 49.95 25.47
HBPO CHINA BEIJING Co. Ltd   * FC 66.67 66.67 FC 66.67 66.67
HBPO Nanjin Co. Ltd   * FC 66.67 66.67 FC 66.67 66.67
HBPO Shanghai Ltd a2021 * FC 66.67 66.67 - - -
South Korea  
PLASTIC OMNIUM Co. Ltd   * FC 100 100 FC 100 100
PLASTIC OMNIUM KOREA NEW ENERGIES
Co. Ltd a2020 * FC 100 100 FC 100 100
SHB AUTOMOTIVE MODULES   * EM_Ifrs 33.34 33.34 EM_Ifrs 33.34 33.34
HBPO PYEONGTAEK Ltd   * FC 66.67 66.67 FC 66.67 66.67
HBPO ASIA HQ Ltd c2020 * - - - FC 66.67 66.67
Spain  
PLASTIC OMNIUM EQUIPAMIENTOS
EXTERIORES SA   * FC 100 100 FC 100 100 3
PLASTIC OMNIUM AUTO INERGY SPAIN SA   * FC 100 100 FC 100 100 3
PLASTIC OMNIUM COMPOSITES
ESPANA SA   * FC 100 100 FC 100 100 3
PLASTIC OMNIUM AUTOMOTIVE ESPANA   * FC 100 100 FC 100 100 3
HBPO AUTOMOTIVE SPAIN SL   * FC 66.67 66.67 FC 66.67 66.67
United States  
PLASTIC OMNIUM Inc.   * FC 100 100 FC 100 100 4
PLASTIC OMNIUM INDUSTRIES Inc.   * FC 100 100 FC 100 100 4
PLASTIC OMNIUM AUTO EXTERIORS LLC   * FC 100 100 FC 100 100 4

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 279


5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Reportable segment December 31, 2021 December 31, 2020


Method of Method of
Legal name   Industries Modules Unllocated Consolidation % control % interest Consolidation % control % interest Tax group
PLASTIC OMNIUM AUTO INERGY
(USA) LLC   * FC 100 100 FC 100 100 4
HBPO NORTH AMERICA Inc.   * FC 66.67 66.67 FC 66.67 66.67
Hungary  
HBPO MANUFACTURING HUNGARY Kft   * FC 66.67 66.67 FC 66.67 66.67
HBPO AUTOMOTIVE HUNGARIA Kft   * FC 66.67 66.67 FC 66.67 66.67
HBPO SZEKESFEHERVAR Kft   * FC 66.67 66.67 FC 66.67 66.67
India  
PLASTIC OMNIUM AUTO EXTERIORS
(INDIA) PVT Ltd   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO INERGY INDIA
PVT Ltd * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO INERGY
MANUFACTURING INDIA PVT Ltd   * FC 55 55 FC 55 55
Indonesia  
PT PLASTIC OMNIUM INDONESIA a2021 * FC 100 100 - - -
Israel  
POCellTech c2020 * - - - EM 50 23
Japan  
PLASTIC OMNIUM KK   * FC 100 100 FC 100 100
Malaysia  
HICOM HBPO SDN BHD b2020 * FC 51 34 FC 51 34
PO AUTOMOTIVE SDN BHD MALAYSIA   * FC 100 100 FC 100 100
Morocco  
PLASTIC OMNIUM AUTO INERGY
(MOROCCO) SARL   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO EXTERIEUR   * FC 100 100 FC 100 100
Mexico  
PLASTIC OMNIUM INDUSTRIAL AUTO
EXTERIORES RAMOS ARIZPE SA DE CV   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO INERGY
MEXICO SA DE CV   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO
EXTERIORES SA DE CV * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO
INDUSTRIAL SRL DE CV * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO INERGY
INDUSTRIAL SA DE CV   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO
INERGY SERVICIOS SA DE CV   * FC 100 100 FC 100 100
HBPO MEXICO SA DE CV   * FC 66.67 66.67 FC 66.67 66.67
HBPO SERVICES MEXICO SA DE CV c2021 * FC 66.67 66.67 FC 66.67 66.67
HBPO MANAGEMENT SERVICES
MEXICO SA DE CV c2021 * FC 66.67 66.67 FC 66.67 66.67
Netherlands  
DSK PLASTIC OMNIUM BV   * FC 51 51 FC 51 51
PLASTIC OMNIUM AUTO INERGY
NETHERLANDS HOLDING BV   * FC 100 100 FC 100 100

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CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated financial statements at December 31, 2021

Reportable segment December 31, 2021 December 31, 2020


Method of Method of
Legal name   Industries Modules Unllocated Consolidation % control % interest Consolidation % control % interest Tax group
Poland  
PLASTIC OMNIUM AUTO INERGY POLAND Sp ZOO * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO EXTERIORS Sp ZOO * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO Sp ZOO   * FC 100 100 FC 100 100
Czech Republic  
HBPO CZECH SRO   * FC 66.67 66.67 FC 66.67 66.67
Romania  
PLASTIC OMNIUM AUTO INERGY ROMANIA SRL * FC 100 100 FC 100 100
United Kingdom  
PLASTIC OMNIUM AUTOMOTIVE Ltd   * FC 100 100 FC 100 100
HBPO UK Ltd   * FC 66.67 66.67 FC 66.67 66.67
Russia  
PLASTIC OMNIUM AUTO INERGY RUSSIA LLC * FC 100 100 FC 100 100
DSK PLASTIC OMNIUM INERGY   * FC 51 51 FC 51 51
Slovakia  
PLASTIC OMNIUM AUTO EXTERIORS SRO   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTO INERGY
SLOVAKIA SRO   * FC 100 100 FC 100 100
HBPO SLOVAKIA SRO   * FC 66.67 66.67 FC 66.67 66.67
Switzerland  
PLASTIC OMNIUM RE AG   * FC 100 100 FC 100 100
SWISS HYDROGEN   * FC 100 100 FC 100 100 5
Thailand  
PLASTIC OMNIUM AUTO INERGY
THAILAND Co. Ltd   * FC 100 100 FC 100 100
PLASTIC OMNIUM AUTOMOTIVE Co. Ltd   * FC 100 100 FC 100 100
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,
EM: 2014.
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
b2021 Companies whose name was changed during fiscal year 2021
c2021: Companies sold and/or merged during fiscal year 2021
a2020: Companies acquired and/or created during fiscal year 2020
b2020: Takeover of HBPO Hicom in 2020
c2020: Companies sold and/or merged during fiscal year 2020
Tax group
1 France Plastic Omnium tax group
2 Germany Plastic Omnium tax group
3 Spain Plastic Omnium tax group
4 United States Plastic Omnium tax group
5 Germany HBPO tax group
6 Belgium Plastic Omnium tax group

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Statutory auditors’ report on the consolidated financial statements

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.

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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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Statutory auditors’ report on the consolidated financial statements

● 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.

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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.

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5 CONSOLIDATED FINANCIAL STATEMENTS 2021
Statutory auditors’ report on the consolidated financial statements

● 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 ERNST & YOUNG et Autres


Juliette Decoux-Guillemot May Kassis-Morin

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6
2021 STATUTORY
FINANCIAL
statements
RFA DPEF
AFR

6.1 COMMENTS ON THE STATUTORY FINANCIAL


STATEMENTS 288
Balance sheet changes 288
Earnings performance 288

6.2 BALANCE SHEET 289


Assets 289
Liabilities 290

6.3 INCOME STATEMENT 291

6.4 NOTES TO THE STATUTORY FINANCIAL


STATEMENTS 292
Significant events of the year 292
Accounting policies and principles 292
Notes to the balance sheet 295
Notes to the income statement 302
Other disclosures 305

6.5 FIVE-YEAR FINANCIAL SUMMARY 307

6.6 TABLE OF SUBSIDIARIES AND AFFILIATES 308


Table of supplier and customer payment terms
as mentioned in Article D. 441-6 of the French
Commercial Code 309

6.7 STATUTORY AUDITORS’ REPORT


ON THE ANNUAL FINANCIAL STATEMENTS 310
For the year ended 31st December 2021 310

6.8 SPECIAL AUDITORS' REPORT


ON RELATED-PARTY AGREEMENTS 315

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6 2021 STATUTORY FINANCIAL STATEMENTS
Comments on the statutory financial statements

6.1 COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS

BALANCE SHEET CHANGES NET FINANCIAL LIABILITIES


Compagnie Plastic Omnium SE set up an additional credit line of
€20 million, replacing a €50 million line that had reached maturity,
The main changes involved the following transactions: 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
EQUITY INVESTMENTS December 31, 2021.
● On November 29, 2021, Compagnie Plastic Omnium SE subscribed to a At December 31, 2021, Compagnie Plastic Omnium SE’s financial
capital increase of its subsidiary Plastic Omnium Inc. through a cash position showed positive net cash of €187.7 million versus positive net
contribution of $145 million, i.e. €128.6 million. cash of €335.5 million at December 31, 2020. The decrease is mainly
due to the subscription to capital increases of certain subsidiaries as
● On January 1, 2021, Compagnie Plastic Omnium SE subscribed to a
indicated in the paragraph “Equity investments”.
capital increase of its subsidiary Plastic Omnium Holding Shanghai
through a cash contribution of €30 million.

LOANS
EARNINGS PERFORMANCE
● 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
● €28.7 million in trademark license fees from subsidiaries;
– FRANCE
● miscellaneous re-invoicing to Group companies for €1.7 million.
● On December 2, 2021, Compagnie Plastic Omnium SE sold its research
tax credit receivables to a financial institution. The amount of Net financial income for Compagnie Plastic Omnium SE was
receivables sold coming from the research centers of subsidiaries €113.5 million, versus €98.5 million in 2020. This financial income was
belonging to the tax consolidation group amounted to €12.2 million. largely due to:
● 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
● In accordance with the authorization granted by the Combined General €13.2 million in 2021 versus net income of €8.6 million in 2020;
Meeting of April 23, 2020, the Board of Directors decided on
February 17, 2021 to proceed on February 25, 2021 with a share
● net charge to provisions of -€1.2 million in 2021 versus a net charge to
capital reduction in the amount of €86,637.24 corresponding to the provisions of -€62.8 million in 2020.
cancelation of 1,443,954 shares with a par value of €0.06. The share The extraordinary result is a loss of €0.1 million.
capital was thus reduced to €8,827,329.18 and is divided into
147,122,153 shares with a par value of €0.06. 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,
2018, the Board of Directors decided on February 17, 2021 to carry Income tax was an expense of €3 million in 2021, compared with tax
out an allocation on April 23, 2021 of 45,947 free performance shares income of €3.9 million in 2020.
to the corporate officers of Compagnie Plastic Omnium SE and/or of As a result, the net profit for 2021 was €100.8 million, compared with
companies in its Group. The vesting of the performance shares will €104.5 million in 2020.
occur following the General Meeting of Shareholders that will take
No expenses were added back to taxable income during 2021, in
place in 2025. The cost associated with this plan was estimated at
application of Articles 223 quater and 223 quinquies of the French
€1.2 million on December 31, 2021. On the vesting date of the shares,
General Tax Code.
the relevant subsidiary with plan beneficiaries will be re-invoiced for the
cost.
● 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.

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2021 STATUTORY FINANCIAL STATEMENTS
Balance sheet

6.2 BALANCE SHEET

ASSETS

December 31,
December 31, 2021 2020
Depreciation,
amortization and
In thousands of euros Notes Gross values provisions Net amounts Net amounts
Non-current assets
Intangible assets A 993 968 25 29
Property, plant and equipment B 3,719 725 2,994 3,074
Financial assets C 2,175,136 71,558 2,103,578 1,927,515
TOTAL NON-CURRENT ASSETS 2,179,848 73,251 2,106,597 1,930,618
Current assets
Prepayments to suppliers D 99 0 99 54
Trade receivables D 5,124 0 5,124 4,898
Other receivables D 644,813 1,604 643,209 735,054
Cash and cash equivalents E 242,593 144 242,449 204,754
TOTAL CURRENT ASSETS 892,629 1,748 890,881 944,760
Prepaid expenses F 615 0 615 543
Deferred charges (debt issuance costs) F 3,232 0 3,232 4,380
Bond redemption premiums F 2,064 0 2,064 2,658
Translation differences – assets F 560 0 560 513
TOTAL 3,078,948 74,999 3,003,949 2,883,472
6

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6 2021 STATUTORY FINANCIAL STATEMENTS
Balance sheet

LIABILITIES

In thousands of euros Notes 2021 2020


Shareholders’ equity
Share capital G 8,827 8,914
Additional paid-in capital G 17,389 17,389
Other reserves G 1,308,130 1,307,849
Net income for the year 100,758 104,496
Regulated provisions G 0 0
Total shareholders’ equity G 1,435,104 1,438,648
Provisions for contingencies and charges H 81,058 70,350
Liabilities
Bonds I 1,105,791 1,105,791
Bank borrowings I 0 0
Other borrowings I 333,531 217,275
Trade payables I 12,236 7,980
Accrued taxes and payroll costs I 3,334 2,999
Other liabilities I 32,871 40,418
TOTAL LIABILITIES I 1,487,763 1,374,463
Prepaid expenses and accrued income – liabilities 24 11
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.

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2021 STATUTORY FINANCIAL STATEMENTS
Income statement

6.3 INCOME STATEMENT

In thousands of euros Notes 2021 2020


NET REVENUE J 1,736 3,229
Provision reversals and expense transfers 1,343 1,429
Other operating revenue J 28,761 26,691
TOTAL OPERATING REVENUE 31,840 31,349
Purchases and other external charges K (35,754) (24,419)
Taxes other than on income (436) (574)
Personnel costs L (1,316) (2,437)
Depreciation, amortization and provisions M (2,400) (2,266)
Other expenses (1,476) (1,328)
TOTAL OPERATING EXPENSES (41,382) (31,024)
NET OPERATING INCOME (LOSS) (9,542) 325
NET FINANCIAL INCOME N 113,448 98,459
INCOME BEFORE NON-OPERATING ITEMS 103,906 98,784
Non-operating items O (104) 1,823
PROFIT BEFORE TAX 103,802 100,607
Income taxes R (3,044) 3,889
NET INCOME 100,758 104,496

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 291


6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

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.

SIGNIFICANT EVENTS OF THE YEAR Net financial liabilities


● Compagnie Plastic Omnium SE set up an additional credit line of
€20 million, replacing a €50 million line that had reached maturity,
Equity investments bringing the outstanding amount of confirmed medium-term credit lines
to €1,840 million at December 31, 2021. In addition, €322.5 million of
● On November 29, 2021, Compagnie Plastic Omnium SE subscribed to a commercial paper had been issued by the Company at December 31,
capital increase of its subsidiary Plastic Omnium Inc. through a cash 2021.
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


● The Company increased the net amount of its loans to subsidiaries by prepared in accordance with the provisions of the French Commercial
€17.7 million. 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
Sale of Research Tax Credit receivables – France French Accounting Standards Authority (Autorité des Normes Comptables
– ANC) regulation 2015-05 for financial futures and hedging transactions,
● On December 2, 2021, Compagnie Plastic Omnium SE sold its research
as well as the recommendations of July 24, 2020 relating to the
tax credit receivables to a financial institution. The amount of
consideration of the consequences of the Covid-19 event in the financial
receivables sold coming from the research centers of subsidiaries
statements.
belonging to the tax consolidation group amounted to €12.2 million.
The accounting conventions for preparing and presenting the Company
statutory accounts have been applied in accordance with the following
Capital and treasury shares basic assumptions:
● 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 ● consistency of accounting principles;
capital reduction in the amount of €86,637.24 corresponding to the ● separation of accounting periods.
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 The basic method used for the items presented in the accounts is the
147,122,153 shares with a par value of €0.06. historical cost method.
● Upon authorization by the Combined General Meeting of April 26, The accounting policies used to prepare the 2021 financial statements
2018, the Board of Directors decided on February 17, 2021 to carry are the same as those used in 2020. The significant accounting policies
out an allocation on April 23, 2021 of 45,947 free performance shares applied are described below.
to the corporate officers of Compagnie Plastic Omnium SE and/or of
companies in its Group. The vesting of the performance shares will Property, plant and equipment
occur following the General Meeting of Shareholders that will take
place in 2025. The cost associated with this plan was estimated at Property, plant and equipment are initially recognized at cost and
€1.2 million on December 31, 2021. On the vesting date of the shares, depreciated on a straight-line basis over their estimated useful lives, as
the relevant subsidiary with plan beneficiaries will be re-invoiced for the follows:
cost. ● 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

Equity investments and related receivables price of the options granted. For treasury shares allocated to the grant of
performance shares, a provision for expenses is recognized for the total
The equity investments are composed of investments that enable control value of the treasury shares allocated to the employees and corporate
of the issuing company or notable influence to be exercised over it. They officers of Compagnie Plastic Omnium and its subsidiaries.
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
Gross values of investments in subsidiaries and affiliates are initially balance sheet date.
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
Value in use is determined according to a multi-criteria approach, based Receivables are valued at their nominal value. Depreciation is recorded
on management’s judgment, taking into account the share of net equity where the inventory value is less than the carrying amount. Receivables
and an enterprise value approach based on discounting future cash-flows are depreciated through provisions that take into account possible
in view of the current market conditions and the medium-term plans of the recovery problems.
subsidiaries.
Related receivables are valued at their par value. Depreciation is recorded Short-term investment securities
where the inventory value is less than the carrying amount. Related
receivables are impaired through a provision by taking into account the The short-term investment securities are valued by securities category
overall situation and the likelihood of non-recovery. (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
The other long-term investments are securities that the Company intends securities.
to hold for the long term without involvement in the management of the
For securities that represent listed securities, the impairment is booked to
companies in which the securities are held.
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
Cash and cash equivalents
net carrying amount. 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 Foreign currency transactions
canceling shares, or cover current or future stock option or stock grant
plans for employees and corporate officers of the Group. At closing, monetary items in foreign currencies are converted on the 6
balance sheet at the exchange rates in effect at the closing date as an
The accounting classification of treasury shares depends on its final offset to items in “Translation differences – Assets/Liabilities” on the
purpose: balance sheet, except for hedges, in which case revaluations are carried
● treasury shares intended for cancelation and allocated to a future in net financial income and are offset by the impacts recognized on the
capital reduction or acquired as part of a liquidity contract are hedging instrument. Unrealized foreign exchange gains are not recognized
recognized as long-term investment; in accounting income.

● treasury shares bought back to be granted to employees and corporate A provision for foreign exchange losses is recognized for the total amount
officers as part of a stock-option plan or performance share plan are of unrealized losses, except for the following situations:
recognized as short-term investment securities. ● in the case of a hedge, the provision is recognized only for the amount
Treasury shares are measured in line with their accounting classification of unhedged exposure;
(investments, stock option plans or performance share plans, shares ● when unrealized gains or losses on foreign exchange relate to
acquired under the liquidity contract) using a FIFO (first-in, first-out) transactions in a single currency maturing in the same accounting
method. period, the provision is limited to the excess of the losses over the
The gross value equals the acquisition price, and treasury shares are gains, based on the overall foreign exchange position.
valued at the average market price of the latest month. Impairment is Bank accounts in foreign currencies are valued on the balance sheet at
recognized where the gross value is higher than the carrying amount, the exchange rate in effect at the closing date as an offset to foreign
except for treasury shares intended for cancelation. For shares allocated exchange gain or losses.
to cover stock option plans, their fair value is the lower of the exercise

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

Financial instruments and hedging instruments Revenue


The Company may at times use currency derivative to hedge the currency Revenue is booked to profit (loss) if it is:
risk on loans granted to Group companies. Realized foreign exchange ● realized, i.e. if the principle and amount are certain; and
gains or losses on these derivatives are recognized in net financial income
to match those of the hedged items. ● 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 Income taxes
balance sheet their exact correspondence with the monetary items in
hedged currencies. 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
At December 31, 2021, the Company did not hold any derivative tax consolidation tax expense.
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
Provisions for contingencies and charges from the determination of the overall profit/loss is recorded by the parent
company.
Provisions for contingencies and charges are recognized when:
● the Company is bound by a legal or implicit obligation resulting from
past events; Non-operating items
● a likely outflow of resources, without any equivalent benefit, is required Non-operating income and expenses include exceptional items, as well as
to extinguish the obligation; items qualified as exceptional in their nature under accounting law,
primarily income from non-current asset disposals.
● 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.

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2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

NOTES TO THE BALANCE SHEET

A – INTANGIBLE ASSETS

In thousands of euros 2020 + - 2021


Patents, trademarks and licenses 993 - - 993
TOTAL, GROSS 993 - - 993
Accumulated depreciation (964) (4) - (968)
TOTAL, NET 29 (4) 0 25

B – PROPERTY, PLANT AND EQUIPMENT

In thousands of euros 2020 + - 2021


Land 13 - - 13
Fixtures and fittings 127 - - 127
Office equipment and furniture 3,576 3 - 3,579
Property, plant and equipment in progress 0 - - 0
Prepayments to suppliers of non-current assets 0 - - 0
TOTAL, GROSS 3,716 3 0 3,719
Accumulated depreciation (642) (83) - (725)
TOTAL, NET 3,074 (80) 0 2,994

C – FINANCIAL ASSETS

In thousands of euros 2020 + - 2021 6


Equity investments 1,231,363 158,792 250 1,389,905
Other long-term investments 35,517 60,027 60,310 35,234
Loans 731,952 18,045 - 749,997
TOTAL, GROSS 1,998,832 236,864 60,560 2,175,136
Provisions for impairment (71,317) (241) - (71,558)
TOTAL, NET 1,927,515 236,623 60,560 2,103,578

Changes in equity investments mainly relate to the transactions described The change in other long-term investments is explained by purchases and
in the chapter “Significant events”: 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 At December 31, 2021, other long-term investments mainly consisted of:
(€30 million), wholly-owned subsidiaries; ● a €19 million commitment in the Aster VI professional equity fund of
● the creation of two subsidiaries, Plastic Omnium 6 and Plastic Omnium Aster Capital Partners SAS, specialized in the energy, industry and
7, each of which had subscribed share capital of €0.1 million; 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 ● 139,300 treasury shares allocated to market-making and valued at
out on the subsidiaries’ equity investments. These tests did not give rise €3.2 million;
to the recognition of any additional impairment but led to the ● 400,000 treasury shares being canceled and valued at €10.4 million.
maintenance of the impairment of Plastic Omnium GmbH shares
recognized at December 31, 2020 in the amount of €60 million. This Loans consist of medium- and long-term financing provided to entities of
entity holds, among other things, the shares in the German subsidiary of Plastic Omnium Group.
the Intelligent Exterior Systems Division whose industrial assets were
impaired in 2020.

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

The list of subsidiaries and affiliates is as follows:

Share capital and


Subsidiaries currency % interest
PLASTIC OMNIUM AUTO EXTERIORS SA – 19, boulevard Jules-Carteret – 69007 Lyon – France €5,810,400 100.0%
PLASTIC OMNIUM AUTO INERGY SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €119,796,330 100.0%
PLASTIC OMNIUM GESTION SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France €2,011,500 100.0%
PLASTIC OMNIUM FINANCE SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France €247,500 100.0%
PLASTIC OMNIUM MANAGEMENT 4 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €602,253 100.0%
PLASTIC OMNIUM MODULES SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €387,221,805 100.0%
PLASTIC OMNIUM GmbH – Walter-Gropius – Strasse 17 – 80807 Munich – Germany €13,500,000 100.0%
PLASTIC OMNIUM RE AG – Bahnhofstrasse 28 – 6300 Zug – Switzerland CHF 16,167,000 100.0%
PLASTIC OMNIUM INC. – 1209 Orange Street, Wilmington, Delaware 19801 – United States $60,100 100.0%
PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD
RM 3501, F35 Building 2, no. 391 Guiping Road – Shanghai – People’s Republic of China €100,000,000 100.0%
PLASTIC OMNIUM MANAGEMENT 6 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 100.0%
PLASTIC OMNIUM MANAGEMENT 7 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 100.0%

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 2021 Less than 1 year Greater than 1 year
Prepayments to suppliers 99 99 -
Trade receivables 5,124 5,124 -
Tax receivables 6,266 5,459 807
Financial receivables – Current accounts 624,949 624,949 -
Other receivables 11,994 3,437 8,557
TOTAL, NET 648,432 639,068 9,364

The decrease in receivables between 2020 and 2021 is explained by the Other receivables mainly include:
decrease in the current account vis-à-vis the Plastic Omnium Group ● the tax current accounts of the subsidiary members of the tax group, of
central treasury, in the amount of €80 million, mainly related to the
which Compagnie Plastic Omnium is the parent company, for an
subscription to the capital increases of the Plastic Omnium Inc. and
amount of €3.4 million;
Plastic Omnium Holding Shanghai subsidiaries and the sale of tax
receivables for €12.2 million (see note “Significant events”). ● 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
Trade receivables mainly consisted of €3.4 million of accrued income
costs associated with the May 2, 2019, December 11, 2020 and
from Plastic Omnium Group companies, including €2.8 million in brand
April 23, 2021 plans will be invoiced by Compagnie Plastic Omnium SE
royalties and €0.6 million for the re-invoicing of patent protection costs.
to the subsidiaries whose employees and corporate officers benefit
Tax receivables primarily include: from the plans. Treasury shares allocated to free share allocation plans
are the subject of a provision for expenses of equal amount (see
● €0.8 million of research tax credits from failure to achieve subsidiaries
Note H).
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.

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2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

E – CASH AND CASH EQUIVALENTS

In thousands of euros 2020 + - 2021


Short-term investment securities 47,761 1,170 14,744 34,187
Other short-term investment securities 25 20,017 25 20,017
Bank accounts 156,968 31,421 - 188,389
TOTAL, GROSS 204,754 52,608 14,769 242,593
Provisions for short-term investment securities - (144) - (144)
TOTAL, NET 204,754 52,464 14,769 242,449

The item “Short-term investment securities” includes 927,840 treasury and 594,273 treasury shares reserved for the Performance Share Award
shares reserved for stock option plans, with a gross value of €23.5 million 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 Carrying amount at 12/31/2020


12/31/2021 (in thousands of euros)
2015 Stock Option Plan 591,840 13,937
2017 Stock Option Plan 336,000 9,519
TOTAL 927,840 23,456

Number of shares allocated at Carrying amount at 12/31/2020


12/31/2021 (in thousands of euros)
Performance Share Plan 2019
Authorized by the Board of Directors on May 2, 2019 319,953 5,971
Performance Share Plan 2020
Authorized by the Board of Directors on December 11, 2020 228,373 3,590
Performance Share Plan 2021
Authorized by the Board of Directors on February 17, 2021 45,947 1,170
6
TOTAL 594,273 10,731

At December 31, 2021, the number of unexercised stock options per ● plan authorized by the Extraordinary General Meeting of Shareholders
stock option plan was as follows: 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 The change of €20 million in other short-term investment securities
July 21, 2015: 591,840 stock options; corresponds to short-term investments made by Compagnie Plastic
Omnium SE during the 2021 fiscal year.

F – ACCRUALS

In thousands of euros 2021 2020


Prepaid expenses 615 543
Deferred charges (debt issuance costs) 3,232 4,380
Bond redemption premiums 2,064 2,658
Translation differences – assets 560 513
TOTAL, NET 6,471 8,094

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

G – CHANGE IN EQUITY

In thousands of euros 2020 + - 2021


Capital 8,914 - 87 8,827
Additional paid-in capital 17,389 - - 17,389
Translation differences 245 - - 245
Legal reserve 1,501 - - 1,501
Other reserves 8,956 - - 8,956
Carried forward 1,297,147 104,496 104,215 1,297,428
Net income for the year 104,496 100,758 104,496 100,758
Regulated provisions - - - -
TOTAL 1,438,648 205,254 208,798 1,435,104

In accordance with the authorization granted by the Combined General reduced to €8,827,329.18 and is divided into 147,122,153 shares with a
Meeting of April 23, 2020, the Board of Directors decided on February 17, par value of €0.06.
2021 to proceed on February 25, 2021 with a share capital reduction in
The number of shares held as treasury shares totals 2,061,413 and
the amount of €86,637.24 corresponding to the cancelation of
represents 1.4% of the Company’s capital.
1,443,954 shares with a par value of €0.06. The share capital was

Movements for the year concerning treasury shares were as follows:

Number as at Share Capital Number as at


In number of shares 01/01/2021 Purchases Sales transfers reduction(1) 12/31/2021
Treasury shares held for cancelation 735,310 831,532 - - (1,166,842) 400,000
Treasury shares allocated to stock option plans 1,458,052 - (286,200) (36,500) (207,512) 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 - (1,000) (9,447) (69,600) 319,953
Treasury shares allocated to liquidity contracts 12,500 1,353,355 (1,226,555) - - 139,300
TOTAL 2,834,235 2,184,887 (1,513,755) 0 (1,443,954) 2,061,413

(1) See Note “Significant events of the year.”

Gross value
In value Gross value at Share Capital at
In thousands of euros 01/01/2021 Purchases Sales transfers reduction(1) 12/31/2021
Treasury shares held for cancelation 13,226 23,387 - - (26,200) 10,413
Treasury shares allocated to stock option plans 36,706 - (6,740) (994) (5,517) 23,455
Treasury shares allocated to the 04/23/2021
Free Performance Share Award Plan - - - 1,170 - 1,170
Treasury shares allocated to the 12/11/2020
Free Performance Share Award Plan 3,590 - - - - 3,590
Treasury shares allocated to the 05/02/2019
Free Performance Share Award Plan 7,465 - (18) (176) (1,299) 5,972
Treasury shares allocated to liquidity contracts 352 36,640 (33,833) - 3,159
TOTAL 61,339 60,027 (40,591) 0 (33,016) 47,759

(1) See Note “Significant events of the year.”

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2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

H – PROVISIONS FOR CONTINGENCIES AND CHARGES

In thousands of euros 2020 + Utilized (-) Surplus (-) 2021


Provisions for foreign exchange losses 514 561 - (514) 561
Provisions for contingencies and charges on Performance Share Plans 8,251 1,170 - (864) 8,557
Other provisions for contingencies and charges 1,425 72 - - 1,497
Provisions for taxes (see Note P) 60,160 10,283 - - 70,443
TOTAL 70,350 12,086 - (1,378) 81,058

Compagnie Plastic Omnium SE recognized a provision for expenses of amount of €0.3 million, on account of forfeited rights, the provision for
€1.2 million in respect of the 45,947 free performance shares granted to expenses recognized in respect of the 228,373 free performance shares
corporate officers of Compagnie Plastic Omnium SE and its subsidiaries granted to the employees and corporate officers of Compagnie Plastic
under the April 23, 2021 plan. Omnium SE and its subsidiaries under the December 11, 2020 plan.
It reversed, on account of the failure to achieve the performance Compagnie Plastic Omnium SE increased the provision for taxes to
conditions and forfeited rights, the €0.6 million provision for expenses €70.4 million at December 31, 2021, to take into account the use by the
recognized in respect of the 319,953 free performance shares granted to tax group of tax losses that may be used subsequently by its subsidiaries.
the employees and corporate officers of Compagnie Plastic Omnium SE Compagnie Plastic Omnium SE is obliged to return the tax savings to the
and its subsidiaries under the May 2, 2019 plan. It also reversed in the subsidiaries when they become profitable again.

I – LIABILITIES

Maturity date Maturity date Maturity date


In thousands of euros 2021 < 1 year 1-5 years > 5 years
Bonds 1,105,791 5,791 1,100,000 -
Bank borrowings - - - -
Other borrowings 333,531 333,531 - -
TOTAL NET FINANCIAL LIABILITIES 1,439,322 339,322 1,100,000 -
Trade payables 12,236 12,236 - -
Accrued taxes and payroll costs 3,334 3,334 - - 6
Other liabilities 32,871 14,014 18,857 -
TOTAL 1,487,763 368,906 1,118,857 -

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 Schuldschein


Issue (in euros) 300,000,000
Maturity June 17, 2023
Annual coupon – Fixed rate 1.478%

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

Bond issue of June 26, 2017

Bond issue Euro Bond


Issue (in euros) 500,000,000
Maturity June 26, 2024
Annual coupon – Fixed rate 1.250%
Listed Euronext Paris

Schuldschein private placement of December 21, 2018

Private placement Schuldschein


Issue (in euros) 300,000,000
Maturity December 21, 2025
Annual coupon – Fixed rate 1.632%

Accrued interest payable on bonds amounted to €5.8 million at ● €322.5 million of commercial paper issued;
December 31, 2021. ● 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 remaining financial commitment to the Aster VI institutional venture The currency swaps portfolio, created to hedge foreign-currency loans
capital (FPCI) fund of €8.7 million; granted to subsidiaries, stood as follows:

Portfolio at December 31, 2021

Currency Nominal Fair value Fair value


In thousands of euros Currency Assets Liabilities Fair value
CNY/EUR 390,000 90 (163) (73)
USD/EUR 163,300 309 (1,138) (829)
IDR/EUR 16,205,000 - (1) (1)
TOTAL - 399 (1,302) (903)

Portfolio at December 31, 2020

Currency Nominal Fair value Fair value


In thousands of euros Currency Assets Liabilities Fair value
CNY/EUR 390,000 978 (185) 793
USD/EUR 163,300 4,476 (289) 4,187
TOTAL - 5,454 (474) 4,980

Trade payables, tax and other liabilities Other liabilities mainly relate to tax current accounts with the other
corporate members of the tax group for €31.2 million (including
Compagnie Plastic Omnium SE had an income tax liability in respect of the €29.1 million relating to tax credits).
tax consolidation group of €2.5 million and a liability with social
organizations of €0.6 million at December 31, 2021.

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2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

Accrued expenses

In thousands of euros 2021


Other bonds, accrued interest 5,791
Bank borrowings and liabilities -
Net financial liabilities -
Trade payables 10,582
Other liabilities 1,294
TOTAL 17,667

Related companies

Balance sheet items


In thousands of euros 2021
Assets
Equity investments 1,319,868
Loans 749,407
Trade receivables 5,109
Financial receivables – Current accounts 624,949
Other receivables 11,994
Liabilities
Trade payables 779
Other liabilities 31,243

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

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 2021 2020


By business segment
Property management income 5 53
Other expenses re-invoiced 1,730 3,177
License and service fees 28,722 26,678
TOTAL 30,457 29,908
By region
France 4,462 5,514
International 25,995 24,394
TOTAL 30,457 29,908

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 2020


Services to Senior Executives 0 687
Overheads and headquarters expenses 706 694
Professional fees 13,139 5,094
Advertising, print collateral and publication 4,449 1,128
Travel and entertainment 597 125
Bank charges 6,877 7,021
Other purchases and external charges 9,986 9,670
TOTAL 35,754 24,419

In view of the changes in corporate governance on January 1, 2020, The increase in purchases and external expenses mainly relates to fees
Burelle SA stopped invoicing Compagnie Plastic Omnium SE for services. related to the files studied as part of external growth projects and to the
The amount recognized for fiscal year 2020 corresponds to an additional communication item due to the Plastic Omnium Group’s participation in
billing of €0.6 million for 2019. the IAA Motor Show in Munich.

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2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

L – PERSONNEL COSTS

In thousands of euros 2021 2020


Wages and salaries 950 1,875
Payroll taxes 366 562
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 2020 + - 2021
Trademarks patents and software 964 4 - 968
Fixtures and fittings 86 6 - 92
Office equipment and furniture 556 77 - 633
TOTAL 1,606 87 0 1,693

Changes in provisions
In thousands of euros 2020 + - 2021
On assets
Financial assets 71,317 241 - 71,558
Other receivables 1,282 1,604 1,282 1,604
Cash and cash equivalents 0 144 - 144
TOTAL 72,599 1,989 1,282 73,306
On liabilities
Regulated provisions - - - -
Provisions for contingencies and charges under the Performance Share Plan of 6
May 2, 2019 4,661 - 534 4,127
Provisions for contingencies and charges under the Performance Share Plan of
April 30, 2020 3,590 - 330 3,260
Provisions for liabilities and charges under the Performance Share Plan of
April 23, 2021 - 1,170 - 1,170
Other provisions for contingencies and charges 1,939 633 514 2,058
Provisions for taxes 60,160 10,283 70,443
TOTAL 70,350 12,086 1,378 81,058

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.

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

N – NET FINANCIAL INCOME (EXPENSE)

In thousands of euros 2021 2020


Dividend income 101,262 152,206
Other financial income and expenses 197 154
Interest income and expense 13,157 8,569
Net gain on disposal of short-term investment securities - -
Foreign exchange gains and losses 52 344
Provision charges and reversals (1,220) (62,814)
TOTAL 113,448 98,459

Dividend income includes €92.5 million in dividends from French The net amount of allocations to provisions mainly relates to the
subsidiaries and €8.7 million received from international subsidiaries. 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
The increase in net interest income is due to the decline in interest
a subsidiary, an additional allocation of €0.1 million on other long-term
expenses, due to the repayment of the €500 million bond issue in
investments, an allocation of €0.1 million on contingencies and charges
May 2020.
and an allocation to provisions of €0.1 million on treasury shares.

O – NON-OPERATING ITEMS

2021 2020
In thousands of euros Income Expenses Net Net
On revenue transactions - 8 (8) -
On disposals of property, plant and equipment - - - -
On disposal of financial assets - - - -
On disposal of shares allocated to the plans 19 19 0
Other non-operating income and expenses 977 1,073 (96) 1,701
Invoices to be issued to subsidiaries based on Performance Share Plans 306 - 306 -
Allocations to and reversals of provisions on Performance Share Plans 864 1,170 (306) 122
TOTAL 2,166 2,270 (104) 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 30,504
Financial income 132,552
Non-operating income 1,189
Expenses
Operating expenses (10,983)
Financial expenses (216)
Non-operating expenses (864)

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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
* Profit (loss) before tax 103,906 (104) 103,802
* Tax implications (92,073) (8) (92,081)
= Base 11,833 (112) 11,721
Current theoretical tax (28.40%) (3,360) 32 (3,328)
INCOME AFTER TAX AT THEORETICAL (STANDARD) RATE 100,546 (72) 100,474
Impact of Group relief - - 7,131
Other tax impacts - - (10,175)
TOTAL CORPORATE INCOME TAX - - (3,044)
INCOME AFTER TAX - - 100,758

Compagnie Plastic Omnium is the parent company of a tax consolidation The tax consolidation group’s tax loss carryforwards represent
group comprising 17 entities. €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
The other impacts, for an amount of -€10.2 million, mainly correspond to
carryforwards, calculated at a tax rate of 25.82%, broke down as follows
the provision allocated for the amount of tax losses used by the tax group
at December 31, 2021:
and likely to be assigned subsequently by its subsidiaries.

In thousands of euros 2021


Translation differences – liabilities 6
Translation differences – assets (145)
TOTAL NET DEFERRED TAX ASSET (139)

6
OTHER DISCLOSURES

OFF-BALANCE SHEET COMMITMENTS


Commitments given

In thousands of euros 2021


Unused EUR credit lines (1)
30,000
Unused GBP credit lines(1) 47,603
Endorsements, sureties and guarantees given(1) 276,344
Collateral -
TOTAL 353,947

(1) Guarantees given to banks on behalf of subsidiaries as part of their financing.

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6 2021 STATUTORY FINANCIAL STATEMENTS
Notes to the statutory financial statements

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 Subsequent events
additional credit line of €20 million, replacing a €50 million line that had
reached maturity. The outstanding amount of confirmed medium-term None.
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 Other
subsidiaries had drawn down €54 million from credit lines at the end of
2021. Compagnie Plastic Omnium had not made any drawdowns at the The identity of the parent company consolidating the financial statements
end of 2021. of Compagnie Plastic Omnium is: Burelle SA – 19, boulevard
Jules-Carteret – 69342 Lyon Cedex 07, France.
Loans and advances to executive corporate officers At December 31, 2021, Burelle SA held 59.35% of the capital of
Compagnie Plastic Omnium SE versus 58.78% at December 31, 2020 (%
No loans or advances were made to executive corporate officers of the excluding treasury shares).
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.

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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 8,914 8,914 8,914 8,827
b) Number of shares issued 150,976,720 148,566,107 148,566,107 148,566,107 147,122,153
c) Number of bonds convertible into shares 0 0 0 0
2 – Transactions and results of the fiscal year
a) Revenue excluding tax and other operating revenue 43,994 49,672 41,571 31,349 31,840
b) Profit before tax, depreciation, amortization and provisions (11,484) 210,014 269,118 99,335 106,447
c) Income tax 17,559 12,131 1,384 3,889 3,044
d) Profit after tax, depreciation, amortization and provisions 111,728 231,797 271,774 104,496 100,758
e) Amount of profits distributed 98,821 108,169 71,221 71,287 41,194
3 – Earnings per share
a) Profit after tax, before depreciation, amortization and provisions 0.04 1.50 1.82 0.69 0.70
b) Profit after tax, depreciation, amortization and provisions 0.74 1.56 1.84 0.70 0.68
c) Dividend paid per share 0.67 0.74 0.49 0.49 0.28
4 – Personnel
a) Number of employees 0 0 0 1 1
b) Total payroll 0 0 0 1,875 950
c) Employee benefits expense (social security, private welfare
programs, etc.) 0 0 0 562 366

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6 2021 STATUTORY FINANCIAL STATEMENTS
Table of subsidiaries and affiliates

6.6 TABLE OF SUBSIDIARIES AND AFFILIATES

Share capital and


Subsidiaries currency % interest
PLASTIC OMNIUM AUTO EXTERIORS SA – 19, boulevard Jules-Carteret – 69007 Lyon – France €5,810,400 100.0%
PLASTIC OMNIUM AUTO INERGY SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €119,796,330 100.0%
PLASTIC OMNIUM GESTION SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France €2,011,500 100.0%
PLASTIC OMNIUM FINANCE SNC – 19, boulevard Jules-Carteret – 69007 Lyon – France €247,500 100.0%
PLASTIC OMNIUM MANAGEMENT 4 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €602,253 100.0%
PLASTIC OMNIUM MODULES SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €387,221,805 100.0%
PLASTIC OMNIUM GmbH – Walter-Gropius – Strasse 17 – 80807 Munich – Germany €13,500,000 100.0%
PLASTIC OMNIUM RE AG – Bahnhofstrasse 28 – 6300 Zug – Switzerland CHF 16,167,000 100.0%
PLASTIC OMNIUM INC. – 1209 Orange Street, Wilmington, Delaware 19801 – United States $60,100 100.0%
PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD
RM 3501, F35 Building 2, no. 391 Guiping Road – Shanghai – People’s Republic of China €100,000,000 100.0%
PLASTIC OMNIUM MANAGEMENT 6 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 100.0%
PLASTIC OMNIUM MANAGEMENT 7 SAS – 19, boulevard Jules-Carteret – 69007 Lyon – France €100,000 100.0%

Affiliates
BPO AS – Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey TRL 5,000,000 50.0%

In thousands of euros Subsidiaries Affiliates


Carrying amount of shares held
Gross 1,385,674 4,231
Net 1,315,636 4,231
Loans and advances granted 974,201 0
Dividends received 95,036 6,226

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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: Article D. 441 I. – 2° of the French Commercial Code:
invoices received and unpaid at the reporting date invoices issued and unpaid at the reporting date
which are past due which are past due
Total Total
0 day (as 1 to 31 to 61 to 91 days (1 day or 0 day (as 1 to 31 to 61 to 91 days (1 day or
In thousands of euros reference) 30 days 60 days 90 days or more more) reference) 30 days 60 days 90 days or more more)
(A) Portion past due
Number of invoices in
question - - - - - 52 - - - - - 42
Total amount of invoices in
question including tax - 451 44 51 (82) 464 - 661 0 20 1,586 2,267
Percentage of total purchases
including tax in the period - 1.30% 0.13% 0.15% -0.24% 1.34% -
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
Total amount of invoices
excluded 0 0
(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
Payment periods used in 45 days from invoice date – 45 days from the end of the month
calculating late payments 60 days from invoice date Upon receipt

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6 2021 STATUTORY FINANCIAL STATEMENTS
Statutory Auditors’ report on the annual financial statements

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.

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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.

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6 2021 STATUTORY FINANCIAL STATEMENTS
Statutory Auditors’ report on the annual financial statements

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.

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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


6 2021 STATUTORY FINANCIAL STATEMENTS
Statutory Auditors’ report on the annual 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 ERNST & YOUNG et Autres
Juliette Decoux-Guillemot 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


6 2021 STATUTORY FINANCIAL STATEMENTS
Special Auditors' report on related-party agreements

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
298,762.49 euros.

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 ERNST & YOUNG et Autres
Juliette Decoux-Guillemot May Kassis-Morin

316 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com


7
CAPITAL
and shareholding
structure
7.1 SHARE CAPITAL INFORMATION 318

7.2 INFORMATION ON THE SHAREHOLDING


STRUCTURE 318

7.3 THE PLASTIC OMNIUM SHARE 318


7.3.1 Share management 318
7.3.2 Dividends distributed to shareholders 319
7.3.3 Compagnie Plastic Omnium SE share price
and transaction volumes 320

7.4 RELATIONS WITH THE FINANCIAL COMMUNITY 321


7.4.1 Institutional investors 321
7.4.2 Individual shareholders 321

7.5 FINANCIAL COMMUNICATION


AND SHAREHOLDER CALENDARS 322
7.5.1 Financial communication calendar 322
7.5.2 Shareholders' calendar 322

7.6 CONTACTS 322

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 317


7 CAPITAL AND SHAREHOLDING
Share capital information

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% Plastic Omnium SE decided to cancel 1,443,954 treasury shares,
Public 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
59.3% Omnium SE was reduced from 148,566,107 shares to
147,122,153 shares, each with a par value of €0.06, i.e. €8,827,329.18.
BURELLE SA
After this transaction, the controlling holding company Burelle SA
1.0% increased its stake from 58.78% to 59.35% of the share capital.
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
Highest price in 2021 on March 18, 2021
€21,44
Lowest price in 2021 on September 16, 2021
Year-on-year increase at December 31, 2021
Plastic Omnium -19.0%
SBF 120 +26.2%
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


0.49 0.49
Omnium SE decided to propose the payment of a dividend corresponding
to a payout ratio of 32%, i.e. €0.28.
0.28

Dividends must be claimed within five years. Unclaimed dividends are


paid back to the Caisse des Dépôts et Consignations.

2017 2018 2019 2020 2021


7

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 319


7 CAPITAL AND SHAREHOLDING
The Plastic Omnium share

7.3.3 COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE AND TRANSACTION VOLUMES

Highest price Lowest price Transaction volume


(in euros) (in euros) (daily average)
  2019 2020 2021 2019 2020 2021 2019 2020 2021
January 24.81 25.81 32.94 19.21 22.70 27.80 245,626 179,341 223,474
February 26.14 23.96 33.66 21.20 19.96 29.72 259,396 249,184 147,016
March 26.04 19.08 34.30 23.34 12.61 29.88 189,676 370,622 174,582
April 28.97 17.36 31.90 24.76 12.19 27.96 241,107 223,351 191,251
May 26.65 19.67 28.28 20.60 15.80 27.18 198,529 200,949 145,719
June 22.96 20,88 29.36 20.63 17.78 26.34 301,266 279,071 152,487
July 24.96 19.32 27.64 20.30 17.07 24.88 287,559 183,250 189,877
August 23,34 19.23 27.56 19.64 17.35 25.52 173,597 108,724 176,392
September 27.41 23.04 25.02 21.41 18.79 21.44 235,788 188,340 211,647
October 25.92 24.16 24.08 20.88 19.20 21.60 261,529 225,318 154,444
November 26.94 29.64 25.44 24.37 19.70 21.46 159,182 259,984 166,108
December 25.70 29.32 24.28 24.02 27.58 21.60 135,930 145,349 122,237

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
January

February

March

April

May

June

July

August

September

October

November

December

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.

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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);
● financial analysts; This year, given the strict health conditions, dialog with the financial
community mainly took the form of conferences, roadshows and virtual
● individual shareholders.
telephone meetings. In total, the Group interacted with more than
The Investor Relations Department provides all these market participants 800 investors during 2021.
with accurate, precise and fairly-presented information in real time to
In addition, Senior Executives presented their Carbon Neutrality plan at a
keep them informed of the Group’s strategies, businesses, financial
virtual conference held on December 8, 2021.
results, and short- and medium-term outlook.
During 2021, the Group repeated its governance roadshows and is
The Plastic Omnium Group Investor Relations Department responds to all
continuing this in 2022. The Group also took part in several meetings with
requests for information and documentation from any individual analysts and investors dedicated to ESG topics, an opportunity for the
shareholder, financial analyst or institutional investor, whether existing or
Group to present and discuss its governance and social and Sustainable
potential. It also makes available to them on its new website Development strategy. All this information can be consulted in the “ACT
www.plasticomnium.com a dedicated “Finance” section, with three areas, FOR ALLTM” section of the Group’s website.
“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;
● press releases; At December 31, 2021, the Plastic Omnium Group had more than 14,500
individual shareholders. Since 2016, Plastic Omnium has strengthened its
● financial and investor presentations; individual investor communication strategy by holding site visits. This year,
● the capital structure and all information relating to the Plastic Omnium the Covid-19 health restrictions have forced us to postpone this event to a
share; later date.
● all documents relating to the General Meeting of Shareholders; In addition, in 2018 the Group resumed its attendance at individual
Shareholder’s Meetings, an opportunity for the Group to meet its
● and the Group’s financial communication agenda. shareholders and to present its businesses, its strategy, its areas of
All of this information is also available on smartphones and tablets on the development and innovation and its CSR commitments. The next event is
Plastic Omnium app. This Plastic Omnium app may be downloaded via the planned for 2022 after the postponement of the meeting scheduled for
App Store for iPhones and iPads or Google Play for Androids. December 2021.
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 7
available on smartphones and tablets through the Plastic Omnium app
(downloadable via the App Store for iPhones and iPads or Google Play for
Androids).

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7 CAPITAL AND SHAREHOLDING
Financial communication and shareholder calendars

7.5 FINANCIAL COMMUNICATION AND SHAREHOLDER CALENDARS

7.5.1 FINANCIAL COMMUNICATION CALENDAR

Publication of the 2021 annual results February 22, 2022


Publication of first quarter revenue for 2022 April 27, 2022
Publication of first-half 2022 results July 25, 2022
Publication of third quarter revenue for 2022 October 25, 2022

7.5.2 SHAREHOLDERS' CALENDAR

General Meeting of Shareholders April 21, 2022


Ex-dividend date April 28, 2022
Dividend payment date May 2, 2022
Site visit* 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 Individual shareholders


For any meeting request: Tel.: +33 (0) 800 777 889
E-mail: investor.relations@plasticomnium.com (Toll-free number – free call from a landline in France)
E-mail: investor.relations@plasticomnium.com
For all questions related to registered shares:
BNP Paribas Securities Services Tel.: +33 (0) 826 109 119

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8
GENERAL MEETING
of Shareholders
8.1 AGENDA 324
8.1.1 Ordinary resolutions 324
8.1.2 Extraordinary resolutions 324

8.2 EXPLANATORY STATEMENT AND DRAFT


RESOLUTIONS SUBMITTED TO THE COMBINED
GENERAL MEETING OF APRIL 21, 2022 326
8.2.1 Ordinary business 326
8.2.2 Extraordinary business 339

8.3 STATUTORY AUDITORS’ REPORT


ON THE REDUCTION IN CAPITAL 353

8.4 REPORT OF THE STATUTORY AUDITORS


ON THE AUTHORIZATION TO GRANT STOCK
OPTIONS 354

8.5 REPORT OF THE STATUTORY AUDITORS


ON THE AUTHORIZATION TO GRANT EXISTING
OR FUTURE FREE SHARES 355

8.6 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


8 SHAREHOLDERS' MEETING
Agenda

8.1 AGENDA

8.1.1 ORDINARY RESOLUTIONS ● 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

● First resolution: Approval of the annual financial statements for the


● Seventeenth resolution: Approval of the components of compensation
fiscal year ended December 31, 2021 paid or awarded for the fiscal year ended December 31, 2021 to
Mr. Laurent Burelle, Chairman of the Board of Directors
● Second resolution: Appropriation of net income for the fiscal year and
determination of the dividend
● Eighteenth resolution: Approval of the components of compensation
paid or awarded for the fiscal year ended December 31, 2021 to
● Third resolution: Approval of the consolidated financial statements for Mr. Laurent Favre, Chief Executive Officer
the fiscal year ended December 31, 2021
● Nineteenth resolution: Approval of the components of compensation
● Fourth resolution: Reports of the Statutory Auditors on related-party paid or awarded for the fiscal year ended December 31, 2021 to
agreements and commitments – (i) Record of the absence of new Ms. Félicie Burelle, Managing Director
agreements -(ii) Old agreements that continued during the fiscal year
● Twentieth resolution: Amount of compensation allocated to the
● Fifth resolution: Authorization to be granted to the Board of Directors to members of the Board of Directors and the Censor
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
● Sixth resolution: Renewal of the term of office as director of Ms. Amélie
8.1.2 EXTRAORDINARY RESOLUTIONS
Oudéa-Castéra
● Seventh resolution: Appointment of a new director (Ms. Martina ● Twenty-first resolution: Authorization to be given to the Board of
Buchhauser)
Directors to cancel the shares bought back by the Company pursuant to
● Eighth resolution: Renewal of the term of office of Ernst & Young et Article L. 22-10-62 of the French Commercial Code, duration of the
Autres as Principal Statutory Auditors authorization, ceiling
● Ninth resolution: Appointment of PricewaterhouseCoopers Audit to ● Twenty-second resolution: Authorization to be given to the Board of
replace Mazars as Principal Statutory Auditors Directors to grant stock options to employees and/or certain corporate
officers of the Company or related companies, duration of the
● Tenth resolution: Non-renewal and non-replacement of Mr. Gilles
authorization, ceiling, exercise price, maximum option term
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
Directors to freely award existing and/or to be issued shares to
Alternate Statutory Auditor
employees and/or certain corporate officers of the Company or related
● Twelfth resolution: Approval of the compensation policy for the companies, duration of the authorization, ceiling, duration of the
Chairman of the Board of Directors for fiscal year 2022 in accordance vesting periods, particularly in the event of disability and retention
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 Directors powers to issue ordinary shares, and/or equity securities
Executive Officer for fiscal year 2022 in accordance with giving access to other equity securities, or granting entitlement to the
Article L. 22-10-8 II of the French Commercial Code allocation of debt securities and/or investment securities giving access
to equity securities to be issued by the Company, with preferential
● Fourteenth resolution: Approval of the compensation policy for the
subscription rights, the duration of the delegation, the maximum
Managing Director for fiscal year 2022 in accordance with
nominal amount of the capital increase, ability to limit the increase to
Article L. 22-10-8 II of the French Commercial Code
the amount of subscriptions, to distribute or launch a public offer for
● Fifteenth resolution: Approval of the compensation policy for directors unsubscribed shares
for fiscal year 2022 in accordance with Article L. 22-10-8 II of the
French Commercial Code

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SHAREHOLDERS' MEETING
Agenda

● Twenty-fifth resolution: Delegation of authority granting the Board of ● Twenty-ninth resolution: Delegation of authority granting the Board of
Directors powers to issue ordinary shares and/or equity securities Directors powers to issue, with cancelation of preferential subscription
giving access to other equity securities or granting entitlement to the rights, ordinary shares and/or equity securities giving access to other
allocation of debt securities and/or investment securities giving access equity securities or granting entitlement to the allocation of debt
to equity securities to be issued by the Company, without preferential securities and/or investment securities giving access to equity
subscription rights, by way of a public offer, excluding the offers securities to be issued by the Company, as consideration for equity
referred to in 1° of Article L. 411-2 of the French Monetary and securities or investment securities giving access to the share capital
Financial Code, and/or as consideration for securities as part of a contributed as part of a public exchange offer initiated by the Company,
public exchange offer, the duration of the delegation, the maximum the duration of the delegation, the maximum nominal amount of the
nominal amount of the capital increase, the issue price, ability to limit capital increase
the increase to the amount of subscriptions ● Thirtieth resolution: Delegation of authority granting the Board of
● Twenty-sixth resolution: Delegation of authority granting the Board of Directors powers to increase the share capital by issuing ordinary
Directors powers to issue ordinary shares and/or equity securities shares and/or investment securities giving access to Company shares
giving access to other equity securities, or granting entitlement to the with cancelation of preferential subscription rights, reserved for
allocation of debt securities and/or investment securities giving access members of a company savings plan pursuant to Articles L. 3332-18 et
to equity securities to be issued by the Company, without preferential seq. of the French Labor Code, the duration of the delegation, the
subscription rights, by way of a public offer referred to in 1° of Article L. maximum nominal amount of the capital increase, the issue price,
411-2 of the French Monetary and Financial Code, duration of the option to grant free shares in application of Article L. 3332-21 of the
delegation, the maximum nominal amount of the capital increase, the French Labor Code
issue price, ability to limit the increase to the amount of subscriptions ● Thirty-first resolution: Delegation of authority granting the Board of
● Twenty-seventh resolution: Delegation of authority granting the Board of Directors powers to reconcile the Company bylaws with legal and
Directors powers to increase the number of shares to be issued, when regulatory provisions
a share issue is carried out, with or without preferential subscription ● Thirty-second resolution: Ratification of the amendments carried out by
rights, under the twenty-fourth through twenty-sixth resolutions, up to a
the Board of Directors to reconcile the Company bylaws with legal and
maximum of 15% of the initial issue
regulatory provisions
● Twenty-eighth resolution: Delegation of authority granting the Board of ● Thirty-third resolution: Powers for formalities
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

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 325


8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

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


1st, 2nd and 3rd resolutions: Approval of the statutory and Shareholders the appropriation of net profit and the setting of the
consolidated financial statements for fiscal year 2021, allocation of dividend for the fiscal year ended December 31, 2021 as follows:
income and determination of the dividend
In light of the reports of the Board of Directors and the Statutory In euros
Auditors, the General Meeting of Shareholders is called upon to approve:
Given the retained earnings of 1,297,426,155
● the statutory financial statements for fiscal year 2021, which show a And net profit for the fiscal year
net profit of €100,757,738 compared to €104,496,292 in 2020; and ended December 31, 2021 of 100,757,738
● the consolidated financial statements for fiscal year 2021, which Total amount to be appropriated 1,398,183,893
show a consolidated net profit Group share of €126,372 thousand
compared to a consolidated net loss of -€251,112 thousand in 2020.

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 relief provided for in
provided for in Article 158-3-2° of Article 158-3-2° of the French
Number of
the French General Tax Code General Tax Code
shares with Dividend per
Fiscal year dividend rights share Dividends Other income Dividends Other income
2018 146,173,826 0.74 108,168,631 - - -
2019 145,349,120 0.49 71,221,069 - - -
2020 145,484,413 0.49 71,287,362 - - -

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
Carried forward 1,356,989,690
TOTAL APPROPRIATED 1,398,183,893

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SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

FIRST RESOLUTION: APPROVAL OF THE ANNUAL FINANCIAL Consequently, the General Meeting set the net dividend for 2021 at
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 €0.28 per share. As a reminder, this dividend is eligible for the 40% tax
The General Meeting of Shareholders, voting in accordance with the relief resulting from the provisions of Article 158-3-2° of the French
quorum and majority requirements for Ordinary General Meetings, after General Tax Code for individual shareholders resident for tax purposes in
having read the annual financial statements for the fiscal year ended France, who do not opt for withholding at the flat rate of 30%. The
December 31, 2021, the report of the Board of Directors and the dividends for individual shareholders are subject to withholding at 12.8%.
Statutory Auditors’ report for the fiscal year ended December 31, 2021, The coupon will be detached on April 28, 2022.
approves the financial statements for the said fiscal year as presented, as
This dividend will be paid on the date set by the Board of Directors,
well as the transactions reflected in these financial statements or
i.e. May 2, 2022.
summarized in these reports, and showing, for said fiscal year, a net profit
of €100,757,738. Compagnie Plastic Omnium SE shares held in treasury on the dividend
payment date will be stripped of dividend rights and the related dividends
SECOND RESOLUTION: APPROPRIATION OF NET INCOME will be credited to retained earnings.
FOR THE FISCAL YEAR AND DETERMINATION OF THE DIVIDEND
This appropriation will change the amount of shareholders’ equity to
The General Meeting of Shareholders, voting in accordance with the €1,393,909,185 and that of the reserves to €1,367,692,708.
quorum and majority requirements for Ordinary General Meetings and
noting the results for the year ended December 31, 2021 show a net In accordance with the law, the General Meeting notes that, after
profit of €100,757,738 and that retained earnings totaled deducting dividends not paid on treasury stock, dividends for the last
€1,297,426,155 as of December 31, 2021, decides to appropriate the three years were as shown in the table below.
net sum representing an amount of €1,398,183,893, namely: 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
In euros Article 158-3-2° of the French General Tax Code, where applicable, for
Total amount to be appropriated 1,398,183,893 individual shareholders resident in France for tax purposes.

Appropriation:
Net dividend distributed for 2021 41,194,203
Carried forward 1,356,989,690
TOTAL APPROPRIATED 1,398,183,893

Income eligible for the tax Income not eligible for the tax
relief provided for in relief provided for in
Number of
Article 158-3-2° of the French Article 158-3-2° of the French
shares with
General Tax Code General Tax Code
dividend Dividend per
Fiscal year rights share Dividends Other income Dividends Other income
2018 146,173,826 0.74 108,168,631 - - -
2019 145,349,120 0.49 71,221,069 - - -
2020 145,484,413 0.49 71,287,362 -

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8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

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
The General Meeting of Shareholders, voting in accordance with the disposal value of €24,818,390, i.e. a unit value of €24,43.
quorum and majority requirements for Ordinary General Meetings, after The detailed summary of the transactions carried out and the
having read the report of the Board of Directors and the Statutory description of the authorization submitted for your vote are
Auditors’ report on the consolidated financial statements, approves the provided in section 3.5.5 of chapter 3 of the Company’s 2021
consolidated financial statements for the fiscal year ended December 31, Universal Registration Document.
2021 as presented, as well as the transactions reflected in these financial
statements or summarized in these reports and which resulted in a net The authorization to buy back the shares of the Company granted
profit (Group share) of €126,372 thousand. 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 complying with the Code of Ethics issued by the Association
agreements (i) Record of the absence of new agreements (ii) Old Française des Marchés Financiers (AMAFI), and the subsequent
agreements that continued during the fiscal year ended. cancelation of shares.
The purpose of the fourth resolution is, in accordance with Article Shares can also be repurchased to support external growth
L. 225-38 of the French Commercial Code, to record the transactions, to implement stock option and free share plans for
agreements referred to in the special report of the Statutory employees or executive corporate officers, to cover securities
Auditors on related-party agreements entered into by Compagnie granting rights to the allocation of the Company’s shares within
Plastic Omnium SE. In this respect, we inform you that no regulated current regulations, or any market practice permitted by the market
agreements or commitments were entered into during the fiscal authorities.
year ended December 31, 2021. We invite you to take note of this
The Board at Directors may not use this authorization during the
and of the related-party agreements previously entered into by
course of a takeover bid for the Company’s shares.
Compagnie Plastic Omnium SE and which continued during the
fiscal year ended December 31, 2021. 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 Maximum investment in the buyback program
OF NEW AGREEMENTS (II) OLD AGREEMENTS THAT CONTINUED DURING as of the day of the General Meeting
THE FISCAL YEAR 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)
FIFTH RESOLUTION: AUTHORIZATION TO BE GRANTED TO THE BOARD
the absence of new agreements signed during the fiscal year ended
OF DIRECTORS TO TRANSACT IN THE COMPANY’S SHARES PURSUANT
December 31, 2021, and (ii) the information mentioned therein regarding TO THE PROVISIONS OF ARTICLE L. 22-10-62 OF THE FRENCH
the continuation, during the current year, of agreements signed in the COMMERCIAL CODE, DURATION OF THE AUTHORIZATION,
course of previous years PURPOSES, TERMS, CEILING
The General Meeting of Shareholders, after having read the report of the
EXPLANATORY STATEMENT Board of Directors, voting in accordance with the quorum and majority
5th resolution: Authorization for the Company to buy back its own requirements for Ordinary General Meetings, authorizes the latter, with
shares 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
As the existing authorization expires in October 2022, it is proposed French Commercial Code, to proceed with the purchase, on one or more
that the General Meeting of Shareholders grant the Board a new occasions that it will decide, of shares of the Company up to the limit of
authorization for a period of eighteen months. 10% of the number of shares comprising the share capital, if necessary
At the General Meeting of Shareholders of April 22, 2021, the adjusted to take into account any capital increase or decrease that may
shareholders authorized the Company to buy back its own shares occur during the duration of the program.
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
10% of share Compagnie Plastic Omnium share through an investment service
Maximum shares that may be held capital provider via a liquidity contract in accordance with the practice
accepted by the regulations, it being understood that in this context, for
Maximum investment in the buyback program €1,176,977,200
the purposes of calculating the aforementioned limit of 10%, the
number of shares held corresponds to the number of shares
Between April 23, 2021 and February 28, 2022, the Company: purchased, less the number of shares resold during the term of the
authorization;
● 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;

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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
or in payment for any external growth transactions, with the adjusted in the same proportion (coefficient of the ratio between the
understanding that shares purchased for this purpose may not exceed number of shares comprising the equity capital before the transaction and
5% of the Company’s capital; the number of shares after the transaction).
● to cover stock option and/or free share (or similar) plans awarded to At December 31, 2021, the Company held 2,061,413 treasury shares. If
Group employees and/or corporate officers and all allocations of these shares were to be canceled or used, the maximum amount that the
shares as part of a company or group savings (or similar) plan, or for Company would be allowed to spend would be €1,176,977,200 for the
purposes of Company profit-sharing and/or any other form of allocation purchase of 14,712,215 shares.
of shares to Group employees and/or corporate officers;
This authorization takes effect at the end of this General Meeting of
● to cover securities carrying rights to the allocation of the Company’s Shareholders and is valid for a period of eighteen months from today. It
shares within the current regulations; cancels and supersedes the authorization granted by the Combined
General Meeting of April 22, 2021 in its fifth resolution for the unused
● to implement any market practice that may be accepted by the AMF,
portion.
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
● to cancel the acquired shares, if appropriate, subject to the
number of shares and maximum purchase price as necessary to take into
authorization to be granted by this General Meeting of Shareholders
account the impact on the share price of any change in the par value of
pursuant to its twenty-first extraordinary resolution.
the shares or any capital increase by incorporation of reserves and free
Shares may be purchased, sold or transferred using any method, including share allocation issues, any stock split or reverse stock split, any return of
by purchasing blocks of shares, on the stock market or over the counter. capital or any other capital transaction, within the aforementioned limits
Transactions may be made at any time, except during a public offer period of 10% of share capital and €1,176,977,200.
concerning the Company.
The General Meeting of Shareholders grants full powers to the Board of
The Company does not intend to use options or derivative instruments. Directors, with the option of subdelegation under the conditions set by
law, to use this authorization, to conclude any agreements, carry out any
The maximum number of shares that may be purchased by the Company
filing and other formalities, notably with the French Financial Markets
may not exceed 10% of share capital on the date of this decision, i.e. a
Authority or any other authority that may replace it, and, more generally,
maximum number of 14,712,215 shares as of this date.
take all necessary, with the option of subdelegation under the conditions
The maximum purchase price may not exceed €80 per share. In the event set by law, action.
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
6th and 7th resolutions: Directors’ terms of office Omnium Group in the automotive industry in Germany, where he held
various positions of responsibility within leading automotive equipment
1. Composition of the Board of Directors of Compagnie Plastic manufacturers such as ThyssenKrupp (steering systems), ZF
Omnium SE at December 31, 2021 (transmissions and steering columns) and Benteler (structural
The directors of Compagnie Plastic Omnium SE are complementary components), where he was Chief Executive Officer of the Automotive
due to their different professional backgrounds, skills and Division. Laurent Favre has been Chief Executive Officer of Compagnie
nationalities. They are present, active and involved and have a good Plastic Omnium SE since January 1, 2020.
knowledge of the Company. Félicie Burelle, aged 42, began her career in the Plastic Omnium
The directors are vigilant and exercise their complete freedom of Group in 2001 as Accounting Manager of a subsidiary of the Auto
judgment, which enables them to participate in the decisions and work Exterior Division in Spain (Madrid). In 2005, she moved to the Merger
of the Board and its specialized committees. & Acquisitions Department of Ernst & Young Transaction Services. She
rejoined Compagnie Plastic Omnium in 2010 and became Head of
Laurent Burelle, aged 72, began his career within the Plastic Omnium Strategic Planning and Commercial Coordination of the Auto Exterior
Group as a production engineer and assistant to the director of the Division before being promoted to Strategy and Development Director
Langres Plant. In 1977, he was appointed Chief Executive Officer and
then Chairman and Chief Executive Officer of Plastic Omnium SA in
of Compagnie Plastic Omnium, followed by Chief Operating Officer. 8
Félicie Burelle has been a member of the Burelle SA Board of Directors
Valencia, Spain. He was Director of the Environment Division from since 2013. She has been a member of the Board of Directors of
1981 to 1988 before becoming Vice-Chairman and Chief Executive Compagnie Plastic Omnium SE since 2017 and Managing Director
Officer of Compagnie Plastic Omnium in 1988 and then Chairman and since January 1, 2020.
Chief Executive Officer in 2001, a position he held until December 31,
2019. On this date, the functions of Chairman of the Board of Anne Asensio, aged 59, joined Dassault Systèmes in November 2007
Directors and Chief Executive Officer were separated. Laurent Burelle as Vice-Chairwoman of Design, in charge of design, innovation and
has been Chairman of the Board of Directors of Compagnie Plastic corporate identity. Anne Asensio began her career at Renault (1987)
Omnium SE since January 1, 2020, and Chairman and Chief Executive and was notably in charge of the design of the Twingo, Clio and
Officer of Burelle SA since January 1, 2019. He has also been Mégane (Scénic) ranges. She then held several management positions
Chairman of the Association Française des Entreprises Privées (AFEP) with General Motors, leading the development of a number of concept
since 2017. Laurent Burelle is also a founder-director of the Fondation cars. Anne Asensio has been a member of the Board of Directors of
Jacques Chirac. Compagnie Plastic Omnium SE since 2011 and a member of the
Compensation Committee.

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8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

Anne-Marie Couderc, aged 71, is Chairwoman of the Board of in 1980 as 3P – High-Performance Plastics Products Division Director.
Directors of Air France KLM and Air France. After beginning her In 1985, he became Chairman of the Automotive Division. In 1987 he
professional career in 1973 as an attorney in Paris, Anne-Marie was appointed Chief Operating Officer of Compagnie Plastic Omnium,
Couderc joined the Hachette Group in 1982 as Deputy Corporate then Chief Executive Officer in 2001 and Managing Director from 2001
Secretary. She then became the Group’s Deputy Chief Executive to December 31, 2019. He was appointed Chief Executive Officer of
Officer. A Paris city councilor, then Deputy Mayor and member of Burelle SA in April 1989, then Managing Director from 2011 until
Parliament for Paris, she was appointed Secretary of State for December 31, 2020. Paul Henry Lemarié has been Chairman and
Employment in the office of the Prime Minister in 1995, then Minister Chief Executive Officer of Burelle Participations since July 28, 2021.
attached to the Ministry of Labor and Social Affairs with responsibility He has been a member of the Board of Directors of Compagnie Plastic
for Employment until 1997. At the end of 1997, Anne-Marie Couderc Omnium SE since 1987.
was appointed Chief Executive Officer and member of the Editorial
Lucie Maurel Aubert, aged 60, began her professional career in 1985
Committee of Hachette Filipacchi Medias, and director of several
as a business attorney at Gide Loyrette Nouel. She joined the family
publications. She was Chief Executive Officer of Presstalis in 2010 and
bank Martin Maurel, where she has been a director since 1999.
then Chairwoman of the Board of Directors until June 2017.
Appointed Managing Director of Compagnie Financière Martin Maurel
Anne-Marie Couderc has been a member of the Board of Directors of
in 2007, and then Vice-Chairwoman Managing Director in 2011 and
Compagnie Plastic Omnium SE since 2010 and chairs the
Chief Operating Officer of Banque Martin Maurel in 2013, she has
Appointments Committee and the Compensation Committee.
been Vice-Chairwoman of Rothschild Martin Maurel Associés since
Prof. Dr. Bernd Gottschalk, aged 78, of German nationality, began his July 2017. Lucie Maurel Aubert has been a member of the Board of
career within the Daimler AG Group in the field of finance, going on to Directors of Compagnie Plastic Omnium SE since 2015 and is a
become Plant Manager and then Chairman of Mercedes-Benz do member of the Audit Committee and the Appointments Committee.
Brasil. In 1992, he was appointed to the Executive Committee of the
Alexandre Mérieux, aged 47, was responsible for marketing in the
Daimler AG Group, Global Vice-President of the Commercial Vehicles
United States and Europe at Silliker Group Corporation, then Director
Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman
of Marketing and Business Unit Head until 2004. He has held various
of the Federation of German Automotive Industry (VDA) and in 2007
operational positions within bioMérieux. Managing Director since 2014
created AutoValue GmbH, an automotive consultancy that he has
after having headed the Industrial Microbiology unit between 2005
headed since that date. Prof. Dr. Bernd Gottschalk has been a member
and 2011, and the Microbiology unit between 2011 and 2014.
of the Board of Directors of Compagnie Plastic Omnium SE since
Chairman and Chief Executive Officer of bioMérieux since
2009.
December 2017, Alexandre Mérieux is also Vice-Chairman of the
Vincent Labruyère, aged 71, began his professional career in 1976 at Institut Mérieux and Chairman of Mérieux Développement. He also
Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc. USA, chairs the Board of Directors at Mérieux NutriSciences. Alexandre
manufacturer of equipment for the preparation of materials. In 1981, Mérieux has been a member of the Board of Directors of Compagnie
he took over the management of Imprimerie Perroux, specializing in Plastic Omnium SE since 2018 and is a member of the Compensation
the production of checkbooks and bank forms, which he diversified by Committee.
creating its subsidiary DCP Technologies. In 1989, he founded the
Cécile Moutet, aged 48, started her career as a communication
SPEOS Group, specializing in desktop publishing and electronic
consultant in the IRMA Communication agency, where she assumed
archiving of management documents and the manufacture of means
the responsibility of the Client Division, designed press relations
of payment, which he sold to the Belgian Post Office. Vincent
campaigns of various groups and organized public relations events.
Labruyère is Chairman of the Supervisory Board of the Labruyère
Between 2006 and 2008, Cécile Moutet was self-employed in Spain
Group, a family group active in the operation of vineyards in France
as a communication consultant. In 2009 and 2010, Cécile Moutet
and the United States, commercial real estate and growth capital in
worked at IRMA Communication, which later became Cap & Cime PR,
France and abroad. Vincent Labruyère has been a member of the
and coordinated various consulting assignments. She has been a
Board of Directors of Compagnie Plastic Omnium SE since 2002 and
member of the Board of Directors of Compagnie Plastic Omnium SE
chairs the Audit Committee.
since 2017.
Éliane Lemarié, permanent representative of Burelle SA, aged 76,
Amélie Oudéa-Castéra, aged 43, is Chief Executive Officer of the
has devoted her professional career to corporate information and
French Tennis Federation. She has been a member of the Board of
communication. She began her career as a journalist and copy editor
Directors of Compagnie Plastic Omnium SE since 2014 and a member
in various written press publications as part of the Permanent
of the Audit Committee.
Assembly of Chambers of Commerce and Industry (APCCI). In 1983,
she founded and developed IRMA Communication, a corporate Amandine Chaffois, aged 41, is Vice-Chairwoman Value Chain
communications consultancy with a client roster of French and Sustainability of the Plastic Omnium Group. Amandine Chaffois has
international companies listed in Paris, New York and Mumbai, serving been a director representing the employees of Compagnie Plastic
as Chairwoman and Chief Executive Officer until 2010. Éliane Lemarié Omnium SE, appointed by the France Group Works Council since
has been a member of the Board of Directors of Compagnie Plastic 2019.
Omnium SE since 2009 and Burelle SA, of which she is the permanent
Ireneusz Karolak, aged 62, of Polish nationality, is Purchasing
representative, has been a member of the Board of Directors of
Manager at the Lublin site in Poland within the Clean Energy Systems
Compagnie Plastic Omnium SE since 1987. Éliane Lemarié is also a
business. Ireneusz Karolak has been a director representing the
member of the Appointments Committee.
employees of Compagnie Plastic Omnium SE, appointed by the
Paul Henry Lemarié, aged 74, entered the engineering group Sofresid European Consultation Committee since 2019.
(steel industry, mining, offshore) and joined the Plastic Omnium Group

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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 83% for meetings of the Board of Directors and 100% for committees
Shareholders of April 21, 2022 of which she is or has been a member.
6th resolution: As the term of office of Amélie Oudéa-Castéra expires in 7th resolution: the General Meeting of Shareholders is asked to
2022, the renewal of her term of office for a period of three years is appoint as Director Martina Buchhauser, in addition to the members
submitted to the General Meeting of Shareholders. currently in office, for the statutory term of three years.
Amélie Oudéa-Castéra began her career as a high-level sportswoman. Martina Buchhauser, 55, of German nationality, would bring to the
After resuming her studies, she attended the Ecole Nationale Board her industrial experience in the international automotive
d'Administration, graduating in 2004 to become an Auditor at the industry and in the field of sustainable development and energy
Court of Auditors and then referendum advisor. In 2008, Amélie transformation, as well as proven financial expertise.
Oudéa-Castéra joined the AXA Group, working for the Group CFO. In
Martina Buchhauser graduated with a Bachelor of Science in Business
2010, she was appointed Director of Strategic Planning, then Director
Management and a Master in Management Sciences from Stanford
of Marketing, Brand and Services at AXA France in 2011. After having
University (United States). She began her career at General Motors in
extended her responsibilities to digital, she was appointed Director of
the US in 1985, followed by Opel AG in Germany, where she was
Marketing and Digital for the entire AXA Group in 2016. After joining
Global Purchasing Director. From 2007 to 2012, she was
the Carrefour Board of Directors in June 2018, Amélie Oudéa-Castéra
Vice-Chairwoman Purchasing of MAN Camions et Bus and then joined
was Executive Director of E-commerce, Data and Digital
the BMW Group in 2012, where she was responsible for vehicle
Transformation from 2018 to 2021. Since March 2021, Amélie
interiors and electronics. In 2017, she became Senior Vice President,
Oudéa-Castéra has been Chief Executive Officer of the French Tennis
member of the Executive Committee of Volvo Car Corporation (Geely
Federation.
Group) in Sweden, in charge of purchasing.
Amélie Oudéa-Castéra brings to the Board her managerial and
In 2021, she became Senior Advisor for H&Z Management Consulting
operational experience acquired throughout her career, as well as her
in Germany. She is an independent director and member of the Audit
skills in the fields of finance and digital and innovation techniques.
Committee of Gränges AB in Sweden and of Sono Group NV in
Amélie Oudéa-Castéra is also very involved in the work of the Audit
Germany, where she is also a member of the Governance and
Committee, of which she is a member. Over the eight years of her
Appointments Committee.
tenure as a director, Amélie Oudéa-Castéra’s attendance record is
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
End of current Audit Appointments and Compensation
Independence term of office Committee CSR Committee Committee
Laurent Burelle 2024
Laurent Favre 2024
Félicie Burelle 2023
Anne Asensio P 2023 ¡
Anne-Marie Couderc P 2024 © ¡
Prof. Dr. Bernd Gottschalk 2024
Vincent Labruyère 2023 ¡
Paul Henry Lemarié 2024
Éliane Lemarié, permanent representative of Burelle SA
Lucie Maurel Aubert P
2024
2024 ©
¡
¡
8
Alexandre Mérieux P 2024 ©
Cécile Moutet 2023
Amélie Oudéa-Castéra P 2025 ¡
Martina Buchhauser P 2025
Amandine Chaffois 2022
Ireneusz Karolak 2022

P Independence within the meaning of the AFEP-MEDEF Code criteria.


© Chairman of the Committee ¡ Member of the Committee.

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8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

SIXTH RESOLUTION: RENEWAL OF THE TERM OF OFFICE AS DIRECTOR EIGHTH RESOLUTION: RENEWAL OF THE TERM OF OFFICE
OF MS. AMÉLIE OUDÉA-CASTÉRA OF ERNST & YOUNG ET AUTRES AS PRINCIPAL STATUTORY AUDITORS
The General Meeting of Shareholders, voting in accordance with the The General Meeting of Shareholders, voting in accordance with the
quorum and majority requirements for Ordinary General Meetings, after quorum and majority requirements for Ordinary General Meetings, having
having read the report of the Board of Directors, renews Ms. Amélie recorded the expiry of the term of office of Ernst & Young et Autres,
Oudéa-Castéra’s term as a director for a three-year period. Her term of Principal Statutory Auditors, and having read the report of the Board of
office will expire at the close of the General Meeting of Shareholders to be Directors, resolves to renew its term of office for a period of six fiscal years,
held in 2025 to approve the 2024 financial statements. 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,
Ms. Amélie Oudéa-Castéra has indicated that she would accept the
2027;
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
The General Meeting of Shareholders, voting in accordance with the
recorded the expiry of the term of office of Mazars, Principal Statutory
quorum and majority requirements for Ordinary General Meetings, after
Auditors, and having read the report of the Board of Directors, appoints as
having read the report of the Board of Directors, resolves to appoint
Principal Statutory Auditors for a period of six fiscal years,
Ms. Martina Buchhauser as a Director, in addition to the members
PricewaterhouseCoopers Audit, whose registered office is at 63 rue de
currently in office, for a term of three years, expiring at the end of the
Villiers 92200 Neuilly-sur-Seine, France and which is registered with
General Meeting of Shareholders to be called in 2025 to approve the
the Nanterre Trade and Companies Register under number 672 006 483.
financial statements for fiscal year 2024.
The term of office of PricewaterhouseCoopers Audit will expire at the close
Ms. Martina Buchhauser has indicated that she would accept the duties of the General Meeting of Shareholders called in 2028 to approve the
entrusted to her and that she is not subject to any measure likely to financial statements for the fiscal year ending December 31, 2027.
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
8th, 9th, 10th and 11th resolutions: terms of office of the Principal quorum and majority requirements for Ordinary General Meetings, having
and Alternate Statutory Auditors recorded the expiry of the term of office of Mr. Gilles Rainaut, Alternate
The terms of office of the Principal Statutory Auditors of Ernst & Statutory Auditor, and having read the report of the Board of Directors,
Young et Autres, on the one hand, and Mazars, on the other, expire resolves not to renew the term of office of Mr. Gilles Rainaut and not to
in 2022. The General Meeting of Shareholders is asked to: replace him, in accordance with the provisions of Article L. 823-1
paragraph 2 of the French Commercial Code.
● renew the term of office as Principal Statutory Auditors of Ernst
& Young et Autres for a period of six fiscal years, i.e. until the ELEVENTH RESOLUTION: NON-RENEWAL AND NON-REPLACEMENT
General Meeting of Shareholders in 2028, called to approve the OF AUDITEX AS ALTERNATE STATUTORY AUDITOR
financial statements for fiscal year 2027; The General Meeting of Shareholders, voting in accordance with the
● record the non-renewal of the term of office of Mazars and the quorum and majority requirements for Ordinary General Meetings, having
appointment, as a replacement, of PricewaterhouseCoopers recorded the expiry of the term of office of Auditex, Alternate Statutory
Audit as Principal Statutory Auditors for a period of six fiscal Auditors, and having read the report of the Board of Directors, resolves
years, i.e. until the General Meeting of Shareholders in 2028, not to renew the term of office of Auditex and not to replace it, in
called to approve the financial statements for fiscal year 2027. accordance with the provisions of Article L. 823-1 paragraph 2 of the
French Commercial Code.
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

EXPLANATORY STATEMENT ● in the vote on the 15th resolution, the compensation policy for the
12th, 13th, 14th, 15th, 16th, 17th, 18th and 19th resolutions: directors of Compagnie Plastic Omnium SE, drawn up by the Board
Compensation of the Company’s corporate officers of Directors on the recommendation of the Compensation
Committee and as set out in section 3.2.2.1 of the 2021 Universal
The General Meeting of Shareholders is asked to vote on the Registration Document.
compensation policy for the corporate officers of Compagnie Plastic
Omnium SE (ex ante vote) The General Meeting of Shareholder is called upon to approve the
compensation of Compagnie Plastic Omnium SE’s corporate officers
In the 12  to 15  resolutions, the General Meeting of Shareholders is
th th
for fiscal year 2021 (ex post vote)
asked to approve, in accordance with the provisions of
Article L. 22-10-8, II of the French Commercial Code, the compensation Each year, the General Meeting of Shareholder must vote on the
policies for Compagnie Plastic Omnium SE’s corporate officers. These compensation awarded or paid to the Company’s corporate officers
policies would apply from the 2022 fiscal year until the General during the fiscal year.
Meeting of Shareholders decides on a new compensation policy. This so-called “ex post” vote concerns:
The texts of these compensation policies drawn up by the Board of ● all corporate officers of Compagnie Plastic Omnium SE, namely the
Directors appear in section 3.2.2 of the 2021 Universal Registration directors including the Chairman of the Board of Directors, the Chief
Document. Executive Officer and the Managing Director. The shareholders are
The shareholders are asked to approve, separately: thus asked to approve, by voting on the 16th resolution, the
compensation for the 2021 fiscal year of each of the
● 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 Article L. 22-10-9, I of the French Commercial Code. This
Omnium SE, drawn up by the Board of Directors on the information is provided in section 3.2.1.1 of the 2021 Universal
recommendation of the Compensation Committee and as set out in Registration Document;
section 3.2.2.2 of the 2021 Universal Registration Document;
● and the Company’s executive corporate officers. The shareholders
● in the vote on the 13th resolution, the compensation policy for the are asked to approve, by voting on the 17th, 18th and
Chief Executive Officer of Compagnie Plastic Omnium SE, drawn up 19th resolutions, the fixed and variable components of the total
by the Board of Directors on the recommendation of the compensation and benefits of any kind paid during fiscal year 2021
Compensation Committee and as set out in section 3.2.2.2 of the or allocated during this fiscal year to Laurent Burelle, Chairman of
2021 Universal Registration Document; the Board of Directors (17th resolution), Laurent Favre, Chief
● in the vote on the 14th resolution, the compensation policy for the Executive Officer (18th resolution) and Félicie Burelle, Managing
Managing Director of Compagnie Plastic Omnium SE, drawn up by Director (19th resolution), pursuant to the provisions of
the Board of Directors on the recommendation of the Compensation Article L. 22-10-34, II of the French Commercial Code. This
Committee and as set out in section 3.2.2.2 of the 2021 Universal information is presented in paragraph 3.2.1.2 of the 2021 Universal
Registration Document; Registration Document and summarized in the tables below:

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
Components Amounts paid in with respect to
of compensation fiscal year 2021 fiscal year 2021 Comments
The annual fixed compensation of Laurent Burelle amounts to
Fixed compensation €950,000 €950,000 €950,000 from January 1, 2021.
Annual variable
compensation €0 €0 Laurent Burelle does not receive any annual variable compensation.
Multi-year variable Laurent Burelle does not receive any multi-year variable 8
compensation €0 €0 compensation.
Exceptional compensation €0 €0 Laurent Burelle does not receive any exceptional compensation.
Director’s compensation €57,254 €57,254 Laurent Burelle received compensation of €57,254 as a director.
Grant of stock options,
performance shares or other Laurent Burelle does not receive any stock options, performance
long-term compensation €0 €0 shares or other long-term compensation.
Joining or severance Laurent Burelle does not receive any compensation for taking up or
compensation €0 €0 leaving office.
In addition to the pension rights in the mandatory plan, Laurent
Supplementary pension Burelle benefits from the supplementary pension plan provided by
plans €0 €0 Burelle SA (Compagnie Plastic Omnium SE’s parent company).
Benefits in kind €0 €0 N/A

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 333


8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

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
Components Amounts paid in with respect to
of compensation fiscal year 2021 fiscal year 2021 Comments
The annual fixed compensation of Laurent Favre amounts to
Fixed compensation €900,760 €900,760
€900,760 from January 1, 2021.
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
€783,000
Annual variable the total for each criterion).
(compensation awarded for €1,200,000
compensation For the qualitative part (40%), the parameters used were as follows:
fiscal year 2020)
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 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
None None Laurent Favre does not receive any multi-year compensation.
compensation
Joining or severance Laurent Favre does not receive any compensation for taking up or
None None
compensation leaving office.
Laurent Favre received compensation of €44,054 in respect of his
Director’s compensation €44,054 €44,054
directorship for fiscal year 2021.

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
Components Amounts paid in with respect to
of compensation fiscal year 2021 fiscal year 2021 Comments
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
Grant of stock options, Valuation: the rollout of actions to reduce the carbon footprint.
performance shares or other None €827,036 The first full year taken into account for the assessment of the
long-term compensation 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
Supplementary
0 €34,200 Laurent Favre benefits from Compagnie Plastic Omnium SE’s
pension plans
new pension plan with certain rights.
Laurent Favre has a company car with the benefit estimated at
€12,726.
Valuation: Valuation: Laurent Favre benefits from supplementary social protection
Benefits in kind
€12,726 €12,726 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 335


8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

SUMMARY TABLE OF THE COMPONENTS OF COMPENSATION PAID OR AWARDED IN RESPECT OF THE 2021 FISCAL YEAR TO FÉLICIE BURELLE,
MANAGING DIRECTOR

Amounts granted
Components Amounts paid in with respect to
of compensation fiscal year 2021 fiscal year 2021 Comments
The annual fixed compensation of Félicie Burelle amounts to
Fixed compensation €500,760 €500,760
€500,760 from January 1, 2021.
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
€250,000 the total for each criterion).
Annual variable (variable compensation For the qualitative part (40%), the parameters used were as follows:
€600,000
compensation awarded for fiscal year for half of the qualitative criteria, performance in executing strategy,
2020) 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 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
None None Félicie Burelle does not receive any multi-year compensation.
compensation
Joining or severance Félicie Burelle does not receive any compensation for taking up or
None None
compensation leaving office.
Félicie Burelle received compensation of €44,054 in respect of her
Director’s compensation €44,054 €44,054
directorship for fiscal year 2021.

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
Components Amounts paid in with respect to
of compensation fiscal year 2021 fiscal year 2021 Comments
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, the rollout of actions to reduce the carbon footprint.
Valuation:
performance shares or other None The first full year taken into account for the assessment of the
€459,480
long-term compensation 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
Supplementary
0 €19,000 the Compagnie Plastic Omnium SE supplementary defined-benefit
pension plans
pension plan and the new defined-benefit plan with certain rights.
Félicie Burelle has a company car.
Félicie Burelle benefits from supplementary social protection
Valuation: Valuation:
Benefits in kind schemes, in particular the welfare and health insurance scheme for
€11,814 €11,814
Group employees in accordance with the decision of the Board of
Directors of September 24, 2019.

TWELFTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY THIRTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION
FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR FISCAL YEAR POLICY FOR THE CHIEF EXECUTIVE OFFICER FOR FISCAL YEAR 2022,
2022, IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH
COMMERCIAL CODE COMMERCIAL CODE
The General Meeting of Shareholders, voting in accordance with the The General Meeting of Shareholders, voting in accordance with the
quorum and majority requirements for Ordinary General Meetings, after quorum and majority requirements for Ordinary General Meetings, after
having read the report of the Board of Directors on corporate governance, 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 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 French Commercial Code, the compensation policy for the Chief Executive
the Board of Directors for fiscal year 2022, as described in section 3.2.2 Officer for fiscal year 2022 as described in section 3.2.2 of the Company’s
of the Company’s 2021 Universal Registration Document. 2021 Universal Registration Document.

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 337


8 SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

FOURTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION EIGHTEENTH RESOLUTION: APPROVAL OF THE COMPONENTS
POLICY FOR THE MANAGING DIRECTOR FOR FISCAL YEAR 2022, OF COMPENSATION PAID OR AWARDED FOR THE FISCAL YEAR ENDED
IN ACCORDANCE WITH NARTICLE L. 22-10-8 II OF THE FRENCH DECEMBER 31, 2021 TO MR. LAURENT FAVRE, CHIEF EXECUTIVE
COMMERCIAL CODE OFFICER
The General Meeting of Shareholders, voting in accordance with the The General Meeting of Shareholders, voting in accordance with the
quorum and majority requirements for Ordinary General Meetings, after quorum and majority requirements for Ordinary General Meetings, after
having read the report of the Board of Directors on corporate governance, 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 approves, in accordance with the provisions of Article L. 22-10-34 II of the
French Commercial Code, the compensation policy for the Managing French Commercial Code, the components of fixed, variable and
Director for fiscal year 2022, as described in section 3.2.2 of the exceptional compensation comprising the total compensation and
Company’s 2021 Universal Registration Document. 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,
FIFTEENTH RESOLUTION: APPROVAL OF THE COMPENSATION POLICY as described in section 3.2.1 of the Company’s 2021 Universal
FOR DIRECTORS FOR FISCAL YEAR 2022 IN ACCORDANCE WITH Registration Document.
ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE
The General Meeting of Shareholders, voting in accordance with the NINETEENTH RESOLUTION: APPROVAL OF THE COMPONENTS
OF COMPENSATION PAID OR AWARDED FOR THE FISCAL YEAR ENDED
quorum and majority requirements for Ordinary General Meetings, after
DECEMBER 31, 2021 TO MS. FÉLICIE BURELLE, MANAGING DIRECTOR
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 The General Meeting of Shareholders, voting in accordance with the
French Commercial Code, the compensation policy for the directors in quorum and majority requirements for Ordinary General Meetings, after
respect of 2022, as described in section 3.2.2 of the Company’s 2021 having read the report of the Board of Directors on corporate governance,
Universal Registration Document. approves, in accordance with the provisions of Article L. 22-10-34 II of the
French Commercial Code, the components of fixed, variable and
SIXTEENTH RESOLUTION: APPROVAL OF ALL COMPENSATION PAID exceptional compensation comprising the total compensation and
OR AWARDED TO CORPORATE OFFICERS FOR THE FISCAL YEAR ENDED benefits of any kind paid or awarded to Ms. Félicie Burelle as Managing
DECEMBER 31, 2021 IN ACCORDANCE WITH ARTICLE L. 22-10-34 I Director in respect of the fiscal year ended December 31, 2021, as
OF THE FRENCH COMMERCIAL CODE described in section 3.2.1 of the Company’s 2021 Universal Registration
The General Meeting of Shareholders, voting in accordance with the Document.
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 EXPLANATORY STATEMENT
French Commercial Code, the information referred to in 20th resolution: Compensation allocated to members of the
Article L. 22-10-9 I of the French Commercial Code relating to Board of Directors and the Censor
compensation paid or awarded to corporate officers during the fiscal year
The 20th resolution proposes that the General Meeting of
ended December 31, 2021, as described in section 3.2.1 of the
Shareholders increase the amount of compensation allocated to
Company’s 2021 Universal Registration Document.
members of the Board of Directors and the Censor to €900,000
SEVENTEENTH RESOLUTION: APPROVAL OF THE COMPONENTS from the 2022 fiscal year.
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
The General Meeting of Shareholders, voting in accordance with the
ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS
quorum and majority requirements for Ordinary General Meetings, after
AND THE CENSOR
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 The General Meeting of Shareholders, voting in accordance with the
French Commercial Code, the components of fixed, variable and quorum and majority requirements for Ordinary General Meetings,
exceptional compensation comprising the total compensation and resolves to change the total amount of annual compensation to be
benefits of any kind paid or awarded to Mr. Laurent Burelle as Chairman allocated to the Board of Directors and the Censor from €790,000 to
of the Board of Directors in respect of the fiscal year ended December 31, €900,000.
2021, as described in section 3.2.1 of the Company’s 2021 Universal
This decision applies from the current fiscal year and until a new amount
Registration Document.
is set.

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SHAREHOLDERS' MEETING
Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

8.2.2 EXTRAORDINARY BUSINESS 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
The General Meeting of Shareholders, having read the report of the Board
EXPLANATORY STATEMENT of Directors and the report of the Statutory Auditors:
21st resolution: Authorization to be given to the Board of 1. grants the Board of Directors authorization to cancel at its own
Directors to cancel the shares bought back by the Company discretion, with the option to subdelegate under the conditions set by
The authorization given to the Board of Directors in 2020 to cancel law, on one or more occasions, the shares that the Company holds or
shares acquired by the Company under Article L. 22-10-62 of the may hold as a result of purchases made pursuant to
French Commercial Code is due to expire. It is thus proposed that Article L. 22-10-62 of the French Commercial Code, up to the limit of
the General Meeting of Shareholders grant the Board a new 10% of the share capital as measured on the date the cancelation is
authorization allowing it to cancel shares, within the legal limits, i.e. decided, after deducting any shares canceled during the previous
10% of the existing share capital on the day of the cancelation, by 24 months, and to reduce the share capital accordingly pursuant to
periods of twenty-four months. This authorization would be granted the applicable legal and regulatory provisions;
for a period of twenty-six months from the date of this General 2. sets at twenty-six months as of this General Meeting of Shareholders
Meeting and would cancel, from this date, for any unused portion, the validity period of this authorization, which cancels and replaces
any previous authorization. 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
22nd and 23rd resolutions: Authorizations to be given to the Board of would be granted, without the right to use the legal discount, and could
Directors to grant stock options or to allocate free existing shares not be less than 80% of the average purchase price of shares held by
and/or shares to be issued to employees and/or certain corporate the Company under Articles L. 22-10-61 and L. 22-10-62 of the French
officers of the Company Commercial Code. The Board of Directors, on the basis of the
recommendations of the Compensation Committee, have full powers
It is proposed that the General Meeting of Shareholders renew the to, in particular, approve the list of beneficiaries of the options and
authorizations to grant existing stock options and/or to grant free decide the number of shares that each may acquire, as well as the
shares to the Group’s employees and to certain of its executive vesting conditions of the shares. This authorization would be granted
corporate officers. Under these authorizations, for a period of thirty-eight months from the date of this General
● the number of stock options that could be granted may not Meeting of Shareholders and would have the effect of canceling any
represent more than 0.5% of the share capital on the date of the previous delegation with the same purpose as from the same date.
decision of the Board of Directors with a sub-ceiling of 0.25% for the Terms and conditions for the allocation of free shares (23rd resolution):
number of options granted to executive corporate officers; if the General Meeting of Shareholders approves this resolution, any
● the number of free shares that could be allocated may not represent allocations of free shares will be decided on the basis of the proposals
more than 0.2% of the share capital on the date of the decision of of the Senior Executives, as examined by the Compensation
the Board of Directors, with a sub-ceiling of 0.1% for the number of Committee. The Board of Directors will determine the identity of the
free shares allocated to executive corporate officers. beneficiaries, the number of shares allocated to each one as well as,
where applicable, the award criteria for these shares. It could use this
These ceilings of 0.5% and 0.2% and these sub-ceilings of 0.25% and authorization on one or more occasions. In accordance with
0.1% are cumulative between the free share awards and the stock Article L. 225-197-4 of the French Commercial Code, a special report
options granted.
Terms and conditions for granting existing stock options
will be prepared to inform the General Meeting of Shareholders of the
transactions carried out pursuant to this authorization. The renewal of
8
(22nd resolution): the purchase price of the shares by the beneficiaries this authorization would cover a period of thirty-eight months from the
will be set by the Board of Directors in accordance with the provisions date of this General Meeting of Shareholders, thereby canceling the
of Articles L. 22-10-56 and L. 225-179 of the French Commercial authorization previously granted by the General Meeting of
Code. This subscription price would be equal to the average price for Shareholders of April 22, 2021.

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TWENTY-SECOND RESOLUTION: AUTHORIZATION TO BE GIVEN 7. resolves that the period during which the options must be exercised
TO THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS may not exceed 10 years from their grant;
TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS
OF THE COMPANY OR RELATED COMPANIES, DURATION 8. notes that the decision of the General Meeting of Shareholders
OF THE AUTHORIZATION, CEILING, EXERCISE PRICE, entails the waiver by shareholders, in favor of the beneficiaries of the
MAXIMUM OPTION TERM 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, 9. delegates full powers to the Board of Directors, with the option of
acknowledging the report of the Board of Directors and the Statutory sub-delegation, to set the other terms and conditions for the award of
Auditors’ special report: options and their exercise and in particular to:

1. authorizes the Board of Directors, with the option of subdelegation • set the conditions under which the options will be granted and
under the conditions set by law, within the framework of the draw up the list or categories of beneficiaries as provided for
provisions of Articles L. 22-10-49, L. 225-177, L. 22-10-56 to L. above, determine, where applicable, the length of service
22-10-58 of the French Commercial Code, to grant, in one or more conditions to be met by these beneficiaries, decide on the
installments, to the beneficiaries indicated below, options giving the conditions under which the price and the number of shares must
right to purchase existing shares of the Company; the existing shares be adjusted, in particular in the cases provided for in
underlying the options that may be awarded under this resolution Articles R. 225-137 to R. 225-142 of the French Commercial Code,
must be acquired by the Company, as part of the share buyback • take into account, in determining the characteristics of each plan,
program authorized by the fifth ordinary resolution adopted by this the legal constraints, and notably tax constraints, applicable
meeting in accordance with Article L. 22-10-62 of the French according to the jurisdiction in which the beneficiaries are located,
Commercial Code or any share buyback program applicable before or in particular, concerning the United States, Article 422 of the
after the adoption of this resolution; 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
from the date of this General Meeting of Shareholders; specified that the term of the options may not exceed a period of
3. resolves that the beneficiaries of these options may only be: ten years from their award date,
• the employees or some of them, or certain categories of • provide for the ability to temporarily suspend the exercise of
employees, of Compagnie Plastic Omnium SE and, where options for a maximum period of three months in the event of
applicable, of companies or economic interest groups linked to it financial transactions involving the exercise of a right attached to
under the terms of Article L. 225-180 of the French Commercial the shares;
Code, 10. acknowledges that this authorization supersedes any previous
• or corporate officers who meet the conditions set by authorization with the same purpose.
Article L. 22-10-57 of the French Commercial Code;
TWENTY-THIRD RESOLUTION: AUTHORIZATION TO BE GIVEN
4. the total number of options that may be granted by the Board of TO THE BOARD OF DIRECTORS TO FREELY AWARD EXISTING AND/OR
Directors under this authorization may not give the right to purchase a TO BE ISSUED SHARES TO EMPLOYEES AND/OR CERTAIN CORPORATE
number of shares greater than 0.5% of share capital existing on the OFFICERS OF THE COMPANY OR RELATED COMPANIES, DURATION
date of this General Meeting of Shareholders, it being specified that OF THE AUTHORIZATION, CEILING, DURATION OF THE VESTING PERIODS,
the total number of shares that may be freely awarded by the Board PARTICULARLY IN THE EVENT OF DISABILITY AND RETENTION
of Directors under the following authorization will be deducted from The General Meeting of Shareholders, voting in accordance with the
this ceiling; The total number of options that may be granted to the quorum and majority requirements for Extraordinary General Meetings,
Company’s executive corporate officers may not give the right to after having reviewed the report of the Board of Directors and the special
subscribe or purchase a number of shares greater than 0.25% of the report of the Statutory Auditors:
share capital on the date of this Meeting within this limit;
1. authorizes the Board of Directors, with the option to subdelegate
5. resolves that the purchase price of the existing shares will be under the conditions set by law, to proceed, on one or more
determined by the Board of Directors, in accordance with the occasions, in accordance with Articles L. 22-10-49, L. 22-10-59,
provisions of Articles L. 22-10-56 and L. 225-179 of the French L. 225-197-2 and L. 22-10-60 of the French Commercial Code, with
Commercial Code and without discount; the allocation of existing and/or to be issued ordinary shares in favor
6. resolves that no options may be granted: of:
• within ten trading days preceding and following the date on which • employees of the Company or of companies directly or indirectly
the consolidated financial statements are made public, related to it within the meaning of Article L. 225-197-2 of the
French Commercial Code,
• within the period between the date on which the Company’s
corporate bodies become aware of any information which, if made • and/or corporate officers who meet the conditions set by
public, could have a significant impact on the price of the Article L. 22-10-59 of the French Commercial Code;
Company’s shares, and the date after ten trading sessions when 2. the total number of free shares thus awarded may not exceed 0.2% of
this information was made public, the share capital existing on the date of this Meeting, it being
• less than twenty trading sessions after the ex-dividend date or a specified that the total number of shares to which the options that
capital increase; 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;

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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
EXPLANATORY STATEMENT
compliance with a presence condition and the achievement of one or
more specific performance conditions determined by the Board of 24th resolution: Delegation of authority granting the Board of
Directors at the time of the decision to award them. Directors powers to increase the share capital by issuing ordinary
shares and/or equity securities giving access to other equity
4. notes that the decision of the General Meeting of Shareholders securities, or granting entitlement to the allocation of debt securities
entails the waiver by shareholders, in favor of the beneficiaries of the and/or investment securities giving access to equity securities to be
free shares, of their preferential subscription rights to the shares that issued by the Company, with preferential subscription rights
will be thus issued;
The General Meeting of Shareholders is asked to delegate to the
5. resolves that the Board of Directors will set, in accordance with the Board of Directors its authority to increase the share capital by issuing
law, at the time of each award decision, (i) the vesting period, at the ordinary shares or investment securities giving access to the capital
end of which the shares will vest, it being understood that the vesting with preferential subscription rights. This delegation of authority to the
period may not be less than one year from the award date of the Board of Directors enables it to have the flexibility, if needed, to carry
shares, and (ii) the required holding period for the Company’s shares out share issues that are best adapted to the market.
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 This delegation of authority concerns issues, with preferential
the event that the vesting period is greater than or equal to two years, subscription rights, of ordinary shares and/or equity securities
the holding period may be canceled by the Board of Directors; giving access to other equity or other debt securities and/or
securities giving access to the equity shares to be issued by the
6. as an exception, vesting will take place before the end of the vesting Company for a consideration or free of charge, pursuant to Article
period in the event of disability of the beneficiary corresponding to the L. 228-91 et seq. of the French Commercial Code.
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
7. the existing shares that may be awarded under this resolution must all previous delegations of authority with the same purpose.
be acquired by the Company, as part of the share buyback program
authorized by the fifth ordinary resolution adopted by this General In the event of an issue of investment securities giving future
Meeting of Shareholders in accordance with Article L. 22-10-62 of the access to new shares, the decision of the General Meeting of
French Commercial Code or any share buyback program applicable Shareholders would waive shareholders’ rights to subscribe to any
before or after the adoption of this resolution; shares that might be obtained from the securities initially issued.

8. delegates full powers to the Board of Directors, with the option of This authorization would be renewed for a maximum nominal
subdelegation under the conditions set by law, for the purpose of: amount of capital increases likely to be carried out immediately or
in the future under this delegation of six million euros, (i.e., based
• setting the conditions and, where applicable, the criteria for the on the current nominal value of the Company’s shares of €0.06,
award of shares; 100 million shares) it being specified that this amount would be
• determining the identity of the beneficiaries and the number of included in the nominal amount of capital increases that may be
shares awarded to each of them; realized by virtue of the twenty-fifth to twenty-ninth resolutions.

• determining the impact on the rights of the beneficiaries of To this ceiling shall be added, if necessary, the nominal amount of
transactions that modify the share capital or that are likely to additional shares that may be issued in the event of any new
affect the value of the shares granted and carried out during the financial transactions, to preserve, as required by law, any
vesting and holding periods and, accordingly, modify or adjust, if contractual stipulations providing for other adjustments in order to
necessary, the number of shares granted to preserve the rights of protect the rights of holders of stock options and/or securities
beneficiaries; giving access to the share capital.

• determining, within the limits set by this resolution, the length of This delegation of authority would also cover the authorization to
the vesting period and, where applicable, the holding period of the issue, under the conditions specified above, investment securities
free shares awarded; giving access to debt securities for a maximum nominal amount of
two billion euros, it being specified that this amount would be
• where applicable: included in the nominal amount of debt securities that may be
• acquiring the shares required under the share buyback issued pursuant to the twenty-fifth to twenty-ninth resolutions. 8
program and allocate them to the performance share plan, On these bases, the Board of Directors would be authorized to
• taking all necessary measures to ensure compliance with the proceed with these issues, on one or more occasions, in the best
holding requirements of beneficiaries, interests of the Company and its shareholders, and could, in
accordance with the law, establish a subscription right for
• and, in general, doing whatever the implementation of this shareholders on a reducible basis.
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
9. sets the period of validity of this authorization at thirty-eight months of new shares to owners of old ones.
from the date of this General Meeting of Shareholders;
10. acknowledges that this authorization supersedes any previous
authorization with the same purpose.

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Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

3. sets the period of validity of this delegation at twenty-six months from


In addition, the Board of Directors would have the power to charge the date of this General Meeting and notes that this delegation
all share issue costs incurred pursuant to this resolution to the supersedes as of this date any previous delegation with the same
amounts of the corresponding capital increase premiums, and to purpose;
deduct from these premiums the sums necessary to constitute the 4. in the event that the Board of Directors uses this delegation:
legal reserve.
• 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
TWENTY-FOURTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING subscription right for shareholders which they could exercise in
THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES proportion to their subscription rights and within the limit of their
AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY requests,
SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT • decides that, if irreducible and, where applicable, reducible
SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS TO subscriptions do not absorb the entire ordinary share or security
EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITH issue as defined above, the Board of Directors may use, in the
PREFERENTIAL SUBSCRIPTION RIGHTS, THE DURATION OF THE order it considers appropriate, each or only some of the options
DELEGATION, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL
provided for in Article L. 225-134 of the French Commercial Code,
INCREASE AND ABILITY TO LIMIT THE INCREASE TO THE AMOUNT OF
SUBSCRIPTIONS, DISTRIBUTE OR LAUNCH A PUBLIC OFFER FOR • notes that, when necessary, this delegation of authority
UNSUBSCRIBED SHARES automatically waives, in favor of holders of investment securities
The General Meeting of Shareholders, after having read the report of the giving future access to Company shares that may be issued
Board of Directors and the special report of the Statutory Auditors and in pursuant to this resolution, the shareholders preferential
accordance with the French Commercial Code, particularly Articles subscription rights to the shares to which these securities would
L. 225-129-2, L. 22-10-49, L. 228-91, L. 228-92 and L. 225-132 et seq.: give entitlement;

1. confers all powers to the Board of Directors, including that of 5. resolves that the amount paid or due to the Company for each of the
sub-delegation under the conditions fixed by law, to issue, on one or shares issued under this delegation shall be at least equal to the
more occasions and in the quantities and at the times it deems nominal value of the share on the date of issue of said shares;
appropriate, either in euros, a foreign currency or any other account 6. confers all powers to the Board of Directors, including that of
unit established on the basis of a series of currencies, with sub-delegation under the conditions fixed by law, to implement this
preferential subscription rights, ordinary shares and/or equity shares delegation of authority and, in particular to determine the conditions
giving access to other equity securities, or granting entitlement to the concerning the conditions of the issue, its subscription and
allocation of debt securities and/or investment securities giving settlement, to report the completion of any resulting capital increases
access to equity securities to be issued by the Company; 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
• the total amount of capital increases that may be realized, determining the preferential subscription rights attached to the
immediately or in the future, pursuant to this delegation is limited other shares, distribute the preferential subscription rights
to a nominal amount of six million euros (i.e., based on the current attached to the treasury shares among the shareholders on a
nominal value of the Company’s shares of €0.06, 100 million pro-rata basis according to the rights held, or to sell them on the
shares) or the equivalent value of this amount on the date the stock market;
issue is decided upon in the event of an issue in another currency • set, if necessary, the conditions applied to exercising the rights
or in an account unit established on the basis of a series of attached to ordinary shares or securities giving access to the share
currencies, it being specified that this amount would be included in capital, or debt securities to be issued and determines the terms
the nominal amount of the capital increases that could be carried for the exercise of rights (rights to conversion, exchange or
out pursuant to the twenty-fifth to twenty-ninth resolutions, subject redemption as the case may be, including delivery of Company
to their adoption by the General Meeting, assets such as securities already issued by the Company),
• to this ceiling shall be added, if necessary, the nominal amount of • decide, in the event of an issue of debt securities, including
additional shares that may be issued in the event of any new investment securities giving entitlement to the allocation of debt
financial transactions, in order to preserve, as required by law, any securities pursuant to Article L. 228-91 of the French Commercial
contractual stipulations providing for other adjustments in order to Code, whether these be subordinated or not (and, where relevant,
protect the rights of holders of stock options and/or investment their level of subordination in accordance with the provisions of
securities giving access to the share capital, Article L. 228-97 of the French Commercial Code) and to
• the total amount of debt securities of the Company that could determine their interest rate (fixed or variable rate of interest, zero
result from this delegation will be limited to a nominal amount of coupon or indexed), and the terms and the conditions under which
two billion euros or the equivalent of this amount on the date the such securities could give access to the share capital of the
issue is decided upon for the foreign currency equivalent, it being Company,
specified that this amount would be included in the nominal • on the Board’s sole initiative, charge all capital increase costs to
amount of the debt securities that could be issued pursuant to the the corresponding issuance premiums, and deduct from these
twenty-fifth to twenty-ninth resolutions of this General Meeting, premiums the sums necessary to raise the legal reserve to
subject to their adoption by the General Meeting; one-tenth of the new capital after each capital increase,

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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 three trading days on the Euronext Paris market prior to the date
particular in the event of a change in the par value of the share, an the price is determined, minus the 10% discount permitted by
increase in the share capital by incorporation of reserves, the law, after adjusting the average, if applicable, to take account of
allocation of free shares, a stock split or a reverse stock split, the the difference between the vesting dates, it being specified that
distribution of reserves or of any other assets, the redemption of in the case of share warrant issues, the amount received by the
capital or any other transaction affecting shareholders’ equity, and Company upon subscription will be taken into account in the
to set the terms under which all rights of holders of securities calculation;
giving access to share capital will be preserved and modify the
bylaws accordingly, ● the issue price of the investment securities giving access to the
capital shall be such that the sum received immediately by the
• and, in general, enter into any agreement, in particular, to Company, plus, where applicable, the amount likely to be
successfully complete the proposed issues of shares or securities, received subsequently by the Company for each share issued as
take all measures and decisions and carry out all formalities a result of the issuance of these investment securities, be at
appropriate for the issue, listing and financial servicing of the least equal to the subscription price minimum defined above;
shares or securities issued pursuant to this delegation of authority
and the exercise of the rights attached thereto or resulting from ● in addition, the conversion, redemption and more generally the
the increases in share capital carried out. 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
EXPLANATORY STATEMENT amount received by the Company for each share is at least equal
to the minimum subscription price for each share issued.
25th resolution: Delegation of authority granting the Board of
Directors powers to increase the share capital by issuing On the basis of these elements, the Board of Directors would have
ordinary shares and/or equity securities giving access to other the power to determine the issue price of securities and, where
equity securities, or granting entitlement to the allocation of applicable, the terms of payment of the debt securities, in the best
debt securities and/or investment securities giving access to interests of the Company and the shareholders and taking account
equity securities to be issued by the Company, without of all the parameters involved.
preferential subscription rights
The Board of Directors would have the power to charge all share
The twenty-fifth resolution would confer powers on the Board of issue costs incurred pursuant to this resolution to the amounts of
Directors to issue, without preferential subscription rights, on one the corresponding capital increase premiums, and to deduct from
or more occasions, ordinary shares and/or equity securities giving these premiums the sums necessary to constitute the legal
access to other equity securities or granting entitlement to the reserve.
allocation of debt securities and/or investment securities giving
Pursuant to Article L. 22-10-51 5th paragraph of the French
access to equity securities to be issued by the Company by way of a
Commercial Code, the Board of Directors may grant shareholders,
public offering, excluding offers referred to in 1° of Article L. 411-2
for a specific period of time and subject to conditions determined
of the French Monetary and Financial Code, for a maximum
by the Board in compliance with applicable legal and regulatory
nominal amount of six million euros, (i.e., based on the current
provisions, and for all or part of any issue, a priority subscription
nominal value of the Company’s shares of €0.06, 100 million
right which does not constitute a negotiable right and must be
shares) it being specified that this amount would be included in the
exercised in proportion to the quantity of shares owned by each
nominal amount of capital increases that could be carried out
shareholder.
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
To this ceiling shall be added, if necessary, the nominal amount of
that might be obtained from the investment securities giving
additional shares that may be issued in the event of any new
access to the Company’s share capital.
financial transactions, to preserve, as required by law, any
contractual stipulations providing for other adjustments in order to In the event of an issue of securities carried out for the purpose of
protect the rights of holders of stock options and/or investment remunerating shares tendered in the context of a public exchange
securities giving access to the share capital. offer, the Board of Directors would have, within the limits set out
This resolution would also enable the Board of Directors to issue,
under the conditions specified above, securities giving access to
above, the necessary powers to draw up the list of securities to be
tendered for the exchange and determine the issue conditions, the 8
exchange parity and, if applicable, the amount of the cash payment
debt securities for a maximum nominal amount of two billion euros,
to be paid, and the terms of the issue.
it being specified that this amount would be included in the
nominal amount of debt securities that may be issued pursuant to This delegation would be valid for a period of twenty-six months as
the twenty-fourth, twenty-sixth to twenty-ninth resolutions. of this General Meeting of Shareholders and, as such, cancels and
replaces all previous delegations of authority with the same
In accordance with the same conditions as those provided for
purpose.
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

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Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

TWENTY-FIFTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING THE 3. sets the period of validity of this delegation at twenty-six months from
BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES AND/OR the date of this General Meeting and notes that this delegation
EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR supersedes as of this date any previous delegation with the same
GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES purpose;
AND/OR INVESTMENT SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT PREFERENTIAL 4. decides to waive shareholders’ preferential subscription rights to the
SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER, EXCLUDING THE securities covered by this resolution, while allowing the Board of
OFFERS REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH Directors’, under the terms of Article L. 22-10-51, paragraph 5 of the
MONETARY AND FINANCIAL CODE, THE DURATION OF THE DELEGATION, French Commercial Code, to use the option to grant to the
THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE shareholders, for a certain period of time and on terms to be
ISSUE PRICE, AND THE ABILITY TO LIMIT THE INCREASE TO THE AMOUNT determined by the Board of Directors in compliance with the
OF SUBSCRIPTIONS applicable law and regulations and, for some or all of the issue
carried out, a priority subscription period which does not constitute a
The General Meeting of Shareholders, after having read the report of the
negotiable right. It must be exercised in proportion to the quantity of
Board of Directors and the special report of the Statutory Auditors and in
shares owned by each shareholder and may be supplemented by a
accordance with provisions of the French Commercial Code, particularly
reducible subscription right;
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
1. confers all powers to the Board of Directors, including that of
defined above, the Board of Directors limit the amount of the
sub-delegation under the conditions fixed by law, to issue, on one or
operation to the amount of subscriptions received;
more occasions and in the quantities and at the times it deems
appropriate, either in euros, or a foreign currency or any other 6. notes that, when necessary, this delegation of authority automatically
account unit established on the basis of a series of currencies, waives in favor of holders of investment securities giving future
without preferential subscription rights, by way of a public offer access to Company shares that may be issued pursuant to this
excluding offers referred to in 1° of Article L. 411-2 of the French resolution, the shareholders preferential subscription rights related to
Monetary and Financial Code, ordinary shares and/or debt securities shares to which these securities would give entitlement;
giving access to other equity securities, or granting entitlement to the
7. decides that, in accordance with Article L. 22-10-52 of the French
allocation of debt securities and/or investment securities giving
Commercial Code:
access to equity securities to be issued by the Company, for which the
subscription may be effected by offset against liquid and payable • the issue price of shares shall be at least equal to the minimum
receivables; public offerings made pursuant to this resolution, may be authorized price as defined by law in force at the time this
associated, in the context of one issue or several issues carried out delegation is used,
simultaneously, with the offerings mentioned in 1° of Article L. 411-2 • the issue price of the investment securities giving access to the
of the French Monetary and Financial Code and decided in
capital shall be such that the sum received immediately by the
accordance with the twenty-sixth resolution submitted to this General
Company, plus, where applicable, the amount likely to be received
Meeting of Shareholders;
subsequently by the Company for each share issued as a result of
2. sets the limits of issue amounts authorized in the event that the the issuance of these securities, shall be at least equal to the
Board of Directors uses this delegation of authority, as follows: subscription price minimum defined in the preceding paragraph,
• the total amount of capital increases that may be realized, • the conversion, redemption and more generally the transformation
immediately or in the future, pursuant to this delegation is limited into shares of each investment security giving access to the capital
to a nominal amount of six million euros (i.e., based on the current shall take into account the nominal value of said securities which
nominal value of the Company’s shares of €0.06, 100 million shall be such as to ensure that the amount of shares issued would
shares) or the equivalent value of this amount on the date the enable the Company to receive a per-share value at least equal to
issue is decided upon in the event of an issue in another currency the minimum subscription price as defined for the issue of shares
or in an account unit established on the basis of a series of in the same resolution;
currencies, it being specified that this amount would be included in
8. confers all powers to the Board of Directors, including that of
the nominal amount of the capital increases that could be carried
sub-delegation under the conditions fixed by law, to implement this
out pursuant to the twenty-fourth and twenty-sixth to twenty-ninth
delegation of authority and, in particular to determine the conditions
resolutions, subject to their adoption by the General Meeting,
concerning the issue, its subscription and settlement, to report the
• to this ceiling shall be added, if necessary, the nominal amount of completion of any resulting capital increases carried out and to
additional shares that may be issued in the event of any new amend the bylaws accordingly, and to:
financial transactions, in order to preserve, as required by law, any • set, if necessary, the conditions applied to exercising the rights
contractual stipulations providing for other adjustments in order to
attached to ordinary shares or investment securities giving access
protect the rights of holders of stock options and/or investment
to the share capital, or debt securities to be issued and determine
securities giving access to the share capital,
the terms for the exercise of rights (rights to conversion, exchange
• the total amount of debt securities of the Company that could or redemption as the case may be, including delivery of Company
result from this delegation will be limited to a nominal amount of assets such as securities already issued by the Company),
two billion euros or the equivalent of this amount on the date the • decide, in the event of an issue of debt securities, including
issue is decided upon for the foreign currency equivalent, it being
investment securities giving entitlement to the allocation of debt
specified that this amount would be included in the nominal
securities referred to in Article L. 228-91 of the French Commercial
amount of the debt securities that could be issued pursuant to the
Code, whether these be subordinated or not (and, where relevant,
twenty-fourth and twenty-sixth to twenty-ninth resolutions of this
their level of subordination in accordance with the provisions of
General Meeting, subject to their adoption by the General Meeting;
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

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which such securities could give access to the capital of the distribution of reserves or of any other assets, the redemption of
Company or companies in which it directly or indirectly owns more capital or any other transaction affecting shareholders’ equity, and
than half of the capital, to set the terms under which all rights of holders of securities
• giving access to share capital will be preserved and modify the
on the Board’s sole initiative, charge all capital increase costs to
bylaws accordingly,
the corresponding issuance premiums, and deduct from these
premiums the sums necessary to raise the legal reserve to • and, in general, enter into any agreement, in particular, to
one-tenth of the new capital after each capital increase, successfully complete the proposed issues of shares or securities,
• take all measures and decisions and carry out all formalities
set and make all adjustments destined to take account of the
appropriate for the issue, listing and financial servicing of the
impact of transactions involving the capital of the Company, in
shares or securities issued pursuant to this delegation of authority
particular in the event of a change in the par value of the share, an
and the exercise of the rights attached thereto or resulting from
increase in the share capital by incorporation of reserves, the
the increases in share capital carried out.
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
26th resolution: Delegation of authority granting the Board of the minimum provided for by applicable regulatory provisions on the
Directors powers to increase the share capital by the issue of day of the issue, i.e. the weighted average of the last three trading
ordinary shares and/or equity securities giving access to other days on the Euronext Paris market prior to the date the price is
equity securities, or granting entitlement to the allocation of debt determined, minus the 10% discount permitted by law, after
securities and/or investment securities giving access to equity adjusting the average, if applicable, to take account of the
securities to be issued by the Company, without preferential difference between the vesting dates, it being specified that in the
subscription rights, by way of an offer referred to in 1° of Article case of share warrant issues, the amount received by the Company
L. 411-2 of the French Monetary and Financial Code upon subscription will be taken into account in the calculation;
The twenty-sixth resolution would confer powers on the Board of ● the issue price of the investment securities giving access to the
Directors to issue, without preferential subscription rights, on one or capital shall be such that the sum received immediately by the
more occasions, ordinary shares and/or equity securities giving access Company, plus, where applicable, the amount likely to be received
to other equity securities or granting entitlement to the allocation of subsequently by the Company for each share issued as a result of
debt securities and/or investment securities giving access to equity the issuance of these investment securities, be at least equal to the
securities to be issued by the Company by way of a public offering subscription price minimum defined above;
referred to in 1° of Article L. 411-2 of the French Monetary and ● in addition, the conversion, redemption and more generally the
Financial Code, for a maximum nominal amount of two million euros, transformation of convertible bonds, reimbursable or otherwise
(i.e., based on the current nominal value of the Company’s shares of transformable into shares, will take into account the par value of
€0.06, 33,333,333 shares) it being specified that this amount would said bond in the form of a number of shares such that the amount
be included in the nominal amount of capital increases that could be received by the Company for each share is at least equal to the
carried out under the twenty-fourth, twenty-fifth and twenty-seventh to minimum subscription price for each share issued.
twenty-ninth resolutions.
On the basis of these elements, the Board of Directors would have the
To this ceiling shall be added, if necessary, the nominal amount of power to determine the issue price of securities and, where applicable,
additional shares that may be issued in the event of any new financial the terms of payment of the debt securities, in the best interests of the
transactions, to preserve, as required by law, any contractual Company and the shareholders and taking account of all the
stipulations providing for other adjustments in order to protect the parameters involved.
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
This resolution would also enable the Board of Directors to issue, corresponding capital increase premiums, and to deduct from these
under the conditions specified above, investment securities giving premiums the sums necessary to constitute the legal reserve.
access to debt securities for a maximum nominal amount of seven
The decision of the General Meeting of Shareholders would
hundred and fifty million euros, it being specified that this amount
would be included in the nominal amount of debt securities that could automatically waive shareholders’ rights to subscribe to any shares 8
be issued pursuant to the twenty-fourth, twenty-fifth and that might be obtained from the investment securities giving access to
twenty-seventh to twenty-ninth resolutions and under the same terms the Company’s share capital.
applied to security issues that may be carried out pursuant to the This delegation would be valid for a period of twenty-six months as of
twenty-fifth resolution, subject to the following: this General Meeting of Shareholders and, as such, cancel and replace
all previous delegations of authority with the same purpose.

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TWENTY-SIXTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING financial transactions, in order to preserve, as required by law, any
THE BOARD OF DIRECTORS POWERS TO ISSUE ORDINARY SHARES contractual stipulations providing for other adjustments in order to
AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY protect the rights of holders of stock options and/or investment
SECURITIES OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT securities giving access to the share capital,
SECURITIES AND/OR INVESMENT SECURITIES GIVING ACCESS
TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, WITHOUT • the total amount of debt securities of the Company that could
PREFERENTIAL SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER result from this delegation would be limited to a nominal amount
REFERRED TO IN 1° OF ARTICLE L. 411-2 OF THE FRENCH MONETARY of seven hundred and fifty million euros or the equivalent of this
AND FINANCIAL CODE, THE DURATION OF THE DELEGATION, THE amount on the date the issue is decided upon for the foreign
MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, THE ISSUE currency equivalent, it being specified that this amount would be
PRICE, AND THE ABILITY TO LIMIT THE INCREASE TO THE AMOUNT included in the nominal amount of the debt securities that could
OF SUBSCRIPTIONS be issued pursuant to twenty-fourth, twenty-fifth and
twenty-seventh to twenty-ninth resolutions of this General Meeting,
The General Meeting of Shareholders, after having read the report of the
subject to their adoption by the General Meeting.
Board of Directors and the special report of the Statutory Auditors and in
accordance with provisions of the French Commercial Code, particularly Moreover, in accordance with the provisions set forth in Article
Articles L. 225-129-2, L. 22-10-52 and L. 228-92: 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
1. confers all powers to the Board of Directors, including that of
period, and assessed at the date of issue;
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 3. sets the period of validity of this delegation at twenty-six months from
appropriate, by way of an offering as referred to in 1° of Article the date of this General Meeting and notes that this delegation
L. 411-2 of the French Monetary and Financial Code, either in euros, supersedes as of this date any previous delegation with the same
a foreign currency or any other account unit established on the basis purpose;
of a series of currencies, without preferential subscription rights,
4. decides to waive preferential subscription rights of shareholders
ordinary shares and/or equity shares, giving access to other equity
within the context of this resolution;
securities, or granting entitlement to the allocation of debt securities
and/or investment securities giving access to equity securities to be 5. notes that, when necessary, this delegation of authority automatically
issued by the Company, for which the subscription may be effected by waives in favor of holders of investment securities giving future
offset against liquid and payable receivables; offers covered by 1° of access to Company shares that may be issued pursuant to this
Article L. 411-2 of the French Monetary and Financial Code and resolution, the shareholders’ preferential subscription rights to shares
decided pursuant to this resolution may be associated, in the context to which these securities would give entitlement;
of one issue or several issues carried out simultaneously, with the
6. decides that, in accordance with Article L. 22-10-52 of the French
public offerings decided pursuant to the twenty-fifth resolution
Commercial Code:
submitted to this General Meeting of Shareholders;
• the issue price of shares shall be at least equal to the minimum
2. sets the limits of issue amounts authorized in the event that the
authorized price as defined by law in force at the time this
Board of Directors uses this delegation of authority, as follows:
delegation is used
• the total nominal amount of capital increases that may be realized • the issue price of the investment securities giving access to the
pursuant to this delegation is limited to a nominal amount of two
capital shall be such that the sum received immediately by the
million euros (i.e., based on the current nominal value of the
Company, plus, where applicable, the amount likely to be received
Company’s shares of €0.06, 33,333,333 shares) or the equivalent
subsequently by the Company for each share issued as a result of
value of this amount on the date the issue is decided upon in the
the issuance of these securities, shall be at least equal to the
event of an issue in another currency or in an account unit
subscription price minimum defined in the preceding paragraph,
established on the basis of a series of currencies, it being
specified that this amount would be included in the nominal • the conversion, redemption and more generally the transformation
amount of the capital increases that could be carried out pursuant into shares of each investment security giving access to the capital
to the twenty-fourth, twenty-fifth and twenty-seventh to shall take into account the nominal value of said securities which
twenty-ninth resolutions, subject to their adoption by the General shall be such as to ensure that the amount of shares issued would
Meeting, enable the Company to receive a per-share value at least equal to
the minimum subscription price as defined for the issue of shares
• to this ceiling shall be added, if necessary, the nominal amount of
in the same resolution;
additional shares that may be issued in the event of any new

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7. resolves that, if the subscriptions have not absorbed the entire issue
of investment securities, the Board of Directors may limit the amount
EXPLANATORY STATEMENT
of the transaction to the amount of subscriptions received;
27th resolution: Delegation of authority granted to the Board of
8. confers all powers to the Board of Directors, including that of Directors to increase the share capital pursuant to the
sub-delegation under the conditions fixed by law, to implement this twenty-fourth to twenty-sixth resolutions, up to a limit of 15% of
delegation of authority and, in particular to determine the conditions the initial issue, with maintenance or cancelation of preferential
concerning the conditions of the issue, its subscription and subscription rights
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
• set, if necessary, the conditions applied to exercising the rights with or without preferential subscription rights carried out under the
attached to ordinary shares or investment securities giving access twenty-fourth, twenty-fifth and twenty-sixth resolutions, to increase
to the share capital, or debt securities to be issued and the number of securities to be issued at the same price as in the
determines the terms for the exercise of rights (rights to initial issue, within the time and limits provided for by the
conversion, exchange or redemption as the case may be, including applicable regulations.
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
• decide, in the event of an issue of debt securities, including days of the end of the subscription period, at the same price, while
investment securities giving entitlement to the allocation of debt remaining within the same limits of the nominal amount provided
securities pursuant to Article L. 228-91 of the French Commercial for in the twenty-fourth, twenty-fifth and twenty-sixth resolutions.
Code, whether these be subordinated or not (and, where relevant,
their level of subordination in accordance with the provisions of This new authorization would be valid for a period of twenty-six
Article L. 228-97 of the French Commercial Code) and determine months as of this General Meeting and cancels and replaces all
their interest rate (fixed or variable rate of interest, zero coupon or previous delegations of authority with the same purpose.
indexed), and the terms and the conditions under which such
securities could give access to the share capital of the Company,
• on the Board’s sole initiative, charge all capital increase costs to TWENTY-SEVENTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING
the corresponding issuance premiums, and deduct from these THE BOARD OF DIRECTORS POWERS TO INCREASE THE NUMBER
premiums the sums necessary to raise the legal reserve to OF SHARES TO BE ISSUED, WHEN A SHARE ISSUE IS CARRIED OUT,
one-tenth of the new capital after each capital increase, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, UNDER
• set and make all adjustments destined to take account of the THE TWENTY-FOURTH THROUGH TWENTY-SIXTH RESOLUTIONS,
impact of transactions involving the capital of the Company, in UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE
particular in the event of a change in the par value of the share, an The General Meeting of Shareholders, voting in accordance with the
in the share capital by incorporation of reserves, the allocation of quorum and majority requirements for Extraordinary General Meetings of
free shares, a stock split or a reverse stock split, the distribution of Shareholders, after having read the report of the Board of Directors and
reserves or of any other assets, the redemption of capital or any the Statutory Auditors’ report, and pursuant to the provisions of Article
other transaction affecting shareholders’ equity, and to set the L. 225-135-1 of the French Commercial Code:
terms under which all rights of holders of investment securities
1. decides that the Board of Directors, with the option to subdelegate
giving access to share capital will be preserved and modify the
under the conditions set by law, may increase by a maximum of 15%
bylaws accordingly,
the number of securities to be issued under issues decided pursuant
• and, in general, enter into any agreement, in particular, to to the twenty-fourth, twenty-fifth and twenty-sixth resolutions, at the
successfully complete the proposed issues of shares or securities, same price as that of the initial issue as provided in Articles
take all measures and decisions and carry out all formalities L. 225-135-1 et R. 225-118 of the French Commercial Code, within
appropriate for the issue, listing and financial servicing of the the same time-frame and subject to the same limitations provided for
shares or securities issued pursuant to this delegation of authority by applicable regulations at the date of the issuance (currently, within
and the exercise of the rights attached thereto or resulting from thirty days of the subscription closure date) and within the limits
the increases in share capital carried out. provided for in the resolution pursuant to which the issue was
decided; 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.

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EXPLANATORY STATEMENT ● the issue price of the securities giving access to the capital shall be
28th resolution: Delegation of authority granting the Board of such that the sum received immediately by the Company, plus,
Directors powers to increase the share capital to remunerate where applicable, the amount likely to be received subsequently by
contributions in kind granted to the Company of equity securities or the Company for each share issued as a result of the issuance of
investment securities giving access to the capital of third-party these securities, be at least equal to the subscription price
companies minimum defined above;
The General Meeting of Shareholders is asked to grant a delegation of ● in addition, the conversion, redemption and more generally the
authority to the Board of Directors to enable it to increase the transformation of convertible bonds, reimbursable or otherwise
Company’s share capital in order to remunerate contributions in kind transformable into shares, will take into account the par value of
granted to the Company and consisting of equity securities or said bond in the form of a number of shares such that the amount
investment securities giving access to the capital of third parties, other received by the Company for each share is at least equal to the
than during a public exchange offer, to carry out any external growth minimum subscription price for each share issued.
transactions. On the basis of these elements, the Board of Directors would have the
The Board will approve the Report of the Contribution Auditor(s) power to determine the issue price of securities and, where applicable,
relating in particular to the value of the contributions, if this is the terms of payment of the debt securities, in the best interests of the
necessary. Company and the shareholders and taking account of all the
parameters involved.
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 If subscriptions, including those of shareholders if applicable, do not
euros and would be deducted from the overall ceiling on capital absorb the entire issue, the Board of Directors would be authorized, in
increases. 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
This resolution would also allow the Board of Directors to issue, under security issues where the main security is a share, such amount is
the conditions specified above, investment securities giving access to equal to at least three-quarters of the initial amount of the issue, and
debt securities for a maximum nominal amount of seven hundred and (ii) to freely distribute all or part of the unsubscribed securities.
fifty million euros, it being specified that the nominal amount of debt
securities that may be issued pursuant to the twenty-fourth to The Board of Directors would have the power to charge all share issue
twenty-seventh and twenty-ninth resolutions would be deducted from costs incurred pursuant to this resolution to the amounts of the
this amount, subject to the specificities set out below: 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 minimum provided for by applicable regulatory provisions on the The decision of the Shareholders’ Meeting would automatically waive
day of the issue, i.e. the weighted average of the last three trading shareholders’ rights to subscribe to any shares that might be obtained
days on the Euronext Paris market prior to the date the price is from the securities giving access to the Company’s share capital.
determined, minus the 10% discount permitted by law, after This delegation would be valid for a period of twenty-six months as of
adjusting the average, if applicable, to take account of the this Shareholders’ Meeting and, as such, cancel and replace all
difference between the vesting dates, it being specified that in the previous delegations of authority with the same purpose.
case of share warrant issues, the amount received by the Company
upon subscription will be taken into account in the calculation;

TWENTY-EIGHTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING ordinary shares and/or equity securities giving access to other equity
THE BOARD OF DIRECTORS POWERS TO ISSUE, WITH CANCELATION securities or granting entitlement to the allocation of debt securities,
OF PREFERENTIAL SUBSCRIPTION RIGHTS, ORDINARY SHARES and/or investment securities giving access to equity securities to be
AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY issued by the Company in order to remunerate contributions in kind
SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT granted to the Company and consisting of equity securities or
SECURITIES AND/OR INVESTMENT SECURITIES GIVING ACCESS investment securities giving access to the share capital, when the
TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, provisions of Article L. 22-10-54 of the French Commercial Code are
AS CONSIDERATION FOR CONTRIBUTIONS IN KIND CONSISTING not applicable;
OF EQUITY SECURITIES OR INVESTMENT SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, THE DURATION OF THE DELEGATION, 2. sets the limits of issue amounts authorized in the event that the
THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE Board of Directors uses this delegation of authority, as follows:
The General Meeting of Shareholders, after having read the report of the • the total nominal amount of capital increases that may be realized
Board of Directors and the special report of the Statutory Auditors and in pursuant to this delegation is limited to the nominal amount of two
accordance with the provisions of the French Commercial Code, million euros (i.e. based on the current nominal value of the
particularly Articles L. 225-129-2, L. 225-147, L. 225-147-1, L. 22-10-53 Company's shares of €0.06, 33,333,333 shares) or the equivalent
and L. 228-92: 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
1. delegates to the Board of Directors, with the option of subdelegation
established on the basis of several currencies, it being specified
under the conditions set by law, its authority to proceed, in one or
that the nominal amount of the capital increases that could be
more installments, in the proportions and at the times it sees fit,
carried out pursuant to the twenty-fourth to twenty-seventh and
either in euros, in foreign currencies or in any other unit of account
twenty-ninth resolutions would be deducted from this amount,
established by reference to a set of currencies, and with cancelation
subject to their adoption by the meeting,
of shareholders’ preferential subscription rights, with the issue of

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• to this ceiling shall be added, if necessary, the nominal amount of • set and make all adjustments destined to take account of the
additional shares that may be issued in the event of any new impact of transactions involving the capital of the Company, in
financial transactions, in order to preserve, as required by law, any particular in the event of a change in the nominal value of the
contractual stipulations providing for other adjustments in order to share, an increase in the share capital by incorporation of
protect the rights of holders of stock options and/or securities reserves, the allocation of free shares, a stock split or a reverse
giving access to the share capital, stock split, the distribution of reserves or of any other assets, the
• redemption of capital or any other transaction affecting
the total amount of debt securities of the Company that could
shareholders’ equity, and to set the terms under which all rights of
result from this delegation would be limited to a nominal amount
holders of investment securities giving access to share capital will
of seven hundred and fifty million euros or the equivalent of this
be preserved and modify the bylaws accordingly,
amount on the date the issue is decided upon for the foreign
currency equivalent, it being specified that the nominal amount of • and, in general, enter into any agreement, in particular, to
the debt securities that could be issued pursuant to the successfully complete the proposed issues of shares or securities,
twenty-fourth to twenty-seventh and twenty-ninth resolutions of take all measures and decisions and carry out all formalities
this meeting would be deducted from this amount, subject to their appropriate for the issue, listing and financial servicing of the
adoption by the meeting; shares or securities issued pursuant to this delegation of authority
and the exercise of the rights attached thereto or resulting from
Moreover, in accordance with the provisions set forth in Article
the increases in share capital carried out.
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
3. sets the period of validity of this delegation at twenty-six months from 29th resolution: Delegation of authority to be granted to the
the date of this meeting and notes that this delegation supersedes as Board of Directors to increase the share capital with cancelation
of this date any previous delegation with the same purpose; of preferential subscription rights, to remunerate contributions
4. decides to waive preferential subscription rights of shareholders of securities as part of a public exchange offer
within the context of this resolution; The General Meeting of Shareholders is asked to grant a delegation
5. notes that, when necessary, this delegation of authority automatically of authority to the Board of Directors to enable it to increase the
waives, in favor of holders of investment securities giving future Company’s share capital intended to remunerate securities that
access to Company shares that may be issued pursuant to this may be contributed to the Company as part of a public exchange
resolution, the shareholders’ preferential subscription rights to shares offer initiated by the Company and carried out in accordance with
to which these investment securities would grant entitlement; the provisions of Articles L. 225-129-2, L. 225-147, L. 22-10-54
and L. 228-92 of the French Commercial Code.
6. confers all powers to the Board of Directors, including that of
sub-delegation under the conditions fixed by law, to implement this The maximum nominal amount of capital increases that may be
delegation of authority and, in particular to determine the conditions carried out under this delegation of authority may not exceed a
concerning the issue, its subscription and settlement, to report the ceiling of six million euros or its equivalent in foreign currency and
completion of any resulting capital increases carried out and to will be deducted from the overall amount of capital increases.
amend the bylaws accordingly, and to: The total nominal amount of the investment securities representing
• determine the list of investment securities contributed, approve or debt securities giving access to the share capital that may be
reduce the valuation of the contributions and the granting of issued under this delegation of authority may not exceed seven
special benefits, set, where applicable, the amount of the cash hundred and fifty million euros, it being specified that the nominal
balance to be paid and record the number of shares contributed, amount of debt securities liable to be issued under the
twenty-fourth to twenty-eighth resolutions will be deducted from
• set, if necessary, the conditions applied to exercising the rights this amount.
attached to ordinary shares or investment securities giving access
to the share capital, or debt securities to be issued and determine The Board of Directors would have the power to determine the
the terms for the exercise of rights (rights to conversion, exchange issue price of securities and, where applicable, the terms of
or redemption as the case may be, including delivery of Company payment of the debt securities, in the best interests of the
assets such as investment securities already issued by the Company and the shareholders and taking account of all the


Company), parameters involved.
The Board of Directors would have the power to charge all share
8
decide, in the event of an issue of debt securities, including
investment securities granting entitlement to the allocation of debt issue costs incurred pursuant to this resolution to the amounts of
securities pursuant to Article L. 228-91 of the French Commercial the corresponding capital increase premiums, and to deduct from
Code, whether these be subordinated or not (and, where relevant, these premiums the sums necessary to constitute the legal
their level of subordination in accordance with the provisions of reserve.
Article L. 228-97 of the French Commercial Code) and determine The decision of the General Meeting of Shareholders would
their interest rate (fixed or variable rate of interest, zero coupon or automatically waive shareholders’ rights to subscribe to any shares
indexed), and the terms and the conditions under which such that might be obtained from the investment securities giving
securities could give access to the share capital of the Company, access to the Company’s share capital.
• on the Board’s sole initiative, charge all capital increase costs to This delegation would be valid for a period of twenty-six months as
the corresponding issuance premiums, and deduct from these of this General Meeting of Shareholders and, as such, cancel and
premiums the sums necessary to raise the legal reserve to replace all previous delegations of authority with the same purpose.
one-tenth of the new capital after each capital increase,

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TWENTY-NINTH RESOLUTION: DELEGATION OF AUTHORITY GRANTING 4. decides to waive preferential subscription rights of shareholders
THE BOARD OF DIRECTORS POWERS TO ISSUE, WITH CANCELATION within the context of this resolution;
OF PREFERENTIAL SUBSCRIPTION RIGHTS, ORDINARY SHARES
AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY 5. notes that, when necessary, this delegation of authority automatically
SECURITIES, OR GRANTING ENTITLEMENT TO THE ALLOCATION waives, in favor of holders of investment securities giving future
OF DEBT SECURITIES AND/OR INVESTMENT SECURITIES GIVING access to Company shares that may be issued pursuant to this
ACCESS TO EQUITY SECURITIES TO BE ISSUED BY THE COMPANY, resolution, the shareholders’ preferential subscription rights to shares
AS CONSIDERATION FOR EQUITY SECURITIES OR INVESTMENT to which these investment securities would grant entitlement;
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL CONTRIBUTED 6. confers all powers to the Board of Directors, including that of
AS PART OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY, sub-delegation under the conditions fixed by law, to implement this
THE DURATION OF THE DELEGATION, THE MAXIMUM NOMINAL AMOUNT
delegation of authority and, in particular to determine the conditions
OF THE CAPITAL INCREASE
concerning the issue, its subscription and settlement, to report the
The General Meeting of Shareholders, after having read the report of the completion of any resulting capital increases carried out and to
Board of Directors and the special report of the Statutory Auditors and in amend the bylaws accordingly, and to:
accordance with the provisions of the French Commercial Code,
• approve the list of investment securities tendered to the public
particularly Articles L. 225-129-2, L. 225-147, L. 22-10-54 and L. 228-92:
exchange offer, set the exchange ratio and, where applicable, the
1. delegates to the Board of Directors, with the option of subdelegation amount of the cash balance to be paid and record the number of
under the conditions set by law, its authority to proceed, in one or securities tendered to the offer,
more installments, in the proportions and at the times it sees fit,
• set, if necessary, the conditions applied to exercising the rights
either in euros, in foreign currencies or in any other unit of account
attached to ordinary shares or investment securities giving access
established by reference to a set of currencies, and with cancelation
to the share capital, or debt securities to be issued and determine
of shareholders’ preferential subscription rights, with the issue of
the terms for the exercise of rights (rights to conversion, exchange
ordinary shares and/or equity securities giving access to other equity
or redemption as the case may be, including delivery of Company
securities or granting entitlement to the allocation of debt securities,
assets such as investment securities already issued by the
and/or investment securities giving access to equity securities to be
Company),
issued by the Company as consideration for equity securities or
investment securities giving access to the share capital contributed • decide, in the event of an issue of debt securities, including
as part of a public exchange offer initiated by the Company; investment securities granting entitlement to the allocation of debt
securities pursuant to Article L. 228-91 of the French Commercial
2. sets the limits of issue amounts authorized in the event that the
Code, whether these be subordinated or not (and, where relevant,
Board of Directors uses this delegation of authority, as follows:
their level of subordination in accordance with the provisions of
• the total nominal amount of capital increases that may be realized Article L. 228-97 of the French Commercial Code) and determine
pursuant to this delegation is limited to the nominal amount of six their interest rate (fixed or variable rate of interest, zero coupon or
million euros (i.e. based on the current nominal value of the indexed), and the terms and the conditions under which such
Company's shares of €0.06, 100 million shares) or the equivalent securities could give access to the share capital of the Company,
value of this amount on the date the issue is decided upon in the
• on the Board’s sole initiative, charge all capital increase costs to
event of an issue in another currency or in an account unit
the corresponding issuance premiums, and deduct from these
established on the basis of several currencies, it being specified
premiums the sums necessary to raise the legal reserve to
that the nominal amount of the capital increases that could be
one-tenth of the new capital after each capital increase,
carried out pursuant to the twenty-fourth to twenty-eighth
resolutions would be deducted from this amount, subject to their • set and make all adjustments destined to take account of the
adoption by the meeting, impact of transactions involving the capital of the Company, in
• particular in the event of a change in the nominal value of the
to this ceiling shall be added, if necessary, the nominal amount of
share, an increase in the share capital by incorporation of
additional shares that may be issued in the event of any new
reserves, the allocation of free shares, a stock split or a reverse
financial transactions, in order to preserve, as required by law, any
stock split, the distribution of reserves or of any other assets, the
contractual stipulations providing for other adjustments in order to
redemption of capital or any other transaction affecting
protect the rights of holders of stock options and/or investment
shareholders’ equity, and to set the terms under which all rights of
securities giving access to the share capital,
holders of investment securities giving access to share capital will
• the total amount of debt securities of the Company that could be preserved and modify the bylaws accordingly,
result from this delegation would be limited to a nominal amount
• and, in general, enter into any agreement, in particular, to
of seven hundred and fifty million euros or the equivalent of this
successfully complete the proposed issues of shares or securities,
amount on the date the issue is decided upon for the foreign
takes all measures and decisions and carry out all formalities
currency equivalent, it being specified that the nominal amount of
appropriate for the issue, listing and financial servicing of the
the debt securities that could be issued pursuant to the
shares or securities issued pursuant to this delegation of authority
twenty-fourth to twenty-eighth resolutions of this meeting would be
and the exercise of the rights attached thereto or resulting from
deducted from this amount, subject to their adoption by the
the increases in share capital carried out.
meeting;
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;

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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
EXPLANATORY STATEMENT
and managers who are members of one or more savings plans of the
30th resolution: Delegation of authority granted to the Board of Company and/or any French or foreign companies affiliated to it under
Directors to carry out a capital increase reserved for employees, the terms of Articles L. 225-180 of the French Commercial Code and
without preferential subscription rights L. 3344-1 of the French Labor Code;
In the thirtieth resolution, the General Meeting of Shareholders is ● waives, in favor of these persons, shareholders’ preferential
asked to grant the Board of Directors the authority to carry out subscription rights to shares that could be issued pursuant this
capital increases for the benefit of Group employees who are delegation;
members of a company savings plan.
● sets the validity period of this delegation at twenty-six months as of this
In accordance with Article L. 3332-19 of the French Labor Code, General Meeting;
the issue price may not exceed the average share price over last
twenty trading sessions preceding the decision to set the opening ● the total nominal amount of the capital increases that may be carried
date of the subscription period. It can also not be more than 30% out under this delegation is limited to a nominal amount of two hundred
lower than this average, unless the lock-up period for subscribed and sixty-four thousand eight hundred and nineteen euros (i.e. on the
shares is at least ten years, in which case the issue price cannot be basis of the current nominal value of the Company’s shares of €0.06,
lower than 40% of this average. 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
The General Meeting of Shareholders is therefore requested to an account unit set by reference to several currencies, this amount
delegate to the Board of Directors, within the limit of a maximum being independent of any other ceiling provided for in delegations
nominal amount of two hundred and sixty-four thousand eight relating to capital increases. To this amount shall be added, if
hundred and nineteen euros, the power to decide to carry out this necessary, the additional amount of ordinary shares that may be issued
capital increase. in order to preserve, as required by law, any contractual stipulations
This delegation is valid for a period of twenty-six months as of this providing for other adjustments in order to protect the rights of holders
General Meeting of Shareholders and, as such, cancels and of investment securities giving access to the Company’s share capital;
replaces all previous delegations of authority with the same ● decides that the price of shares to be issued under this delegation, may
purpose. 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
THIRTIETH RESOLUTION: DELEGATION OF AUTHORITY GRANTING increase the capital and issue the corresponding number of shares; or
THE BOARD OF DIRECTORS POWERS TO INCREASE THE SHARE CAPITAL exceed this 20-day average;
BY ISSUING ORDINARY SHARES AND/OR INVESTMENT SECURITIES
GIVING ACCESS TO COMPANY SHARES WITHOUT PREFERENTIAL ● decides that, pursuant to Article L. 3332-21 of the French Commercial
SUBSCRIPTION RIGHTS, RESERVED FOR MEMBERS OF A COMPANY Code, the Board of Directors may freely allocate to beneficiaries defined
SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. in the first paragraph above, existing or to be issued shares, or other
OF THE FRENCH LABOR CODE, THE DURATION OF THE DELEGATION, existing or to be issued securities giving access to the share capital of
THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, the Company in respect of (i) the contribution that may be paid
THE ISSUE PRICE, OPTION TO GRANT FREE SHARES IN APPLICATION pursuant to the regulations of the employee savings plan of the
OF ARTICLE L. 3332-21 OF THE FRENCH LABOR CODE Company or of the Group and/or (ii) if applicable, the discount;
The General Meeting of Shareholders, after having read the report of the ● acknowledges that this delegation cancels any prior delegation with the
Board of Directors and the Statutory Auditors’ report on the application of same purpose.
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: 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
● authorizes the Board of Directors, if it deems it appropriate and on its necessary measures and carry out all necessary formalities.
sole decision, and with the option to subdelegate under the conditions

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Explanatory statement and draft resolutions submitted to the Combined General Meeting of April 21, 2022

EXPLANATORY STATEMENT EXPLANATORY STATEMENT


31st resolution: Delegation of authority granting the Board of 32nd resolution: Ratification of the amendment of the bylaws
Directors the power to reconcile the Company bylaws with legal carried out by the Board of Directors
and regulatory provisions
At its meeting of February 17, 2022, the Board of Directors carried
Each year, the General Meeting of Shareholders is asked to renew out the following amendment of the bylaws, pursuant to the
the authorization previously given to the Board of Directors to authorization given to it by the Combined General Meeting of April
amend the bylaws to reconcile them with legislation or regulations. 22, 2021 in its 32nd resolution, in order to amend §2 of paragraph
This delegation of authority would bring the bylaws into compliance 1 in Article 7 “Form of the shares” pursuant to Commission
with new legal or regulatory provisions without waiting for a General Implementing Regulation EU 2018/1212 of September 3, 2018 in
Meeting of Shareholders to be called. order to bring it into line with the provisions relating to the
shareholder identification procedure.
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
THIRTY-FIRST RESOLUTION: DELEGATION OF AUTHORITY TO BE GIVEN TO
COMPANY BYLAWS WITH LEGAL AND REGULATORY PROVISIONS
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
The General Meeting of Shareholders, voting in accordance with the
Shareholders, after having read the report of the Board of Directors, and
quorum and majority requirements for Extraordinary General Meetings,
in accordance with the provisions of Article L. 225-36 paragraph 2 of the
after having reviewed the report of the Board of Directors, grants full
French Commercial Code, ratifies the amendments made by the Board of
powers to the Board to reconcile the Company’s bylaws with legal and
Directors to the Company’s bylaws to ensure compliance with the new
regulatory provisions, subject to ratification of these amendments by the
legislative provisions.
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.

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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 ERNST & YOUNG et Autres


Juliette Decoux-Guillemot May Kassis-Morin

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8 SHAREHOLDERS' MEETING
Report of the Statutory Auditors on the authorization to GRANT stock options

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 ERNST & YOUNG et Autres


Juliette Decoux-Guillemot 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

MAZARS ERNST & YOUNG et Autres


8
Juliette Decoux-Guillemot May Kassis-Morin

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8 SHAREHOLDERS' MEETING
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.

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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 ERNST & YOUNG et Autres


Juliette Decoux-Guillemot May Kassis-Morin

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8 SHAREHOLDERS' MEETING
Statutory Auditors’ report on the issue of shares and/or securities reserved for members of a company savings plan

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 ERNST & YOUNG et Autres


Juliette Decoux-Guillemot May Kassis-Morin

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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.

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Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022

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.

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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.

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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.

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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:

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
8
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.

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Ratification of the bylaws of Compagnie Plastic Omnium SE as of february 17, 2022

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.

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9
OTHER
information
RFA DPEF
AFR

9.1 GENERAL INFORMATION ABOUT THE COMPANY 366


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 RFA DPEF
DOCUMENT AFR 370
Appointment of the person responsible for the
Universal Registration Document containing the
Annual financial report 370
Declaration by the person responsible for the
Universal Registration Document 370

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 365


9 ADDITIONAL INFORMATION
General information about the Company

9.1 GENERAL INFORMATION ABOUT THE COMPANY

GENERAL INFORMATION ABOUT ● carry out all works and services relating to general administration and
building maintenance (other than acting as a building manager);
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
COMPANY NAME AND REGISTERED OFFICE that could make the purpose easier to achieve.

The full company name is Compagnie Plastic Omnium SE. Its registered The Company may, both in France and abroad, create, acquire, use or
office is located at 19, boulevard Jules-Carteret, 69007 Lyon, France, and grant licenses to use all trademarks, brands, commercial names, designs,
its administrative headquarters is at 1, allée Pierre Burelle, 92300 models, patents and manufacturing processes related to the above
Levallois-Perret, France. purpose.
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
TRADE AND COMPANIES REGISTER – WORLDWIDE in a partnership, joint venture, consortium or company, and may make any
DIRECTORY OF LEIS transaction within the scope of its corporate purpose.”

The Company is registered in the Lyon Trade and Companies Register


under number 955 512 611 and registered in the worldwide directory of CHAIRMAN AND CHIEF EXECUTIVE OFFICERS
LEIs (Legal Entity Identifier) under code 9695001VLC2KYXXODW73.
(ARTICLE 14 OF THE BYLAWS)
The Board of Directors shall elect one of its members as Chairman.
LEGAL FORM AND GOVERNING LAW
The Chairman organizes and directs the work of the Board of Directors
Compagnie Plastic Omnium SE, founded in 1875, is a European company and reports on said work to the General Meeting of Shareholders. He sees
governed by the applicable European Community and national provisions. 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
TERM appointed by the Board of Directors as Chief Executive Officer is
The Company’s term will run until April 24, 2112. 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
FISCAL YEAR choice. The Board of Directors may, in accordance with the law, appoint
The Company’s accounting period runs for twelve months, from January 1 one or more natural persons as Managing Director to assist either the
to December 31. 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
CORPORATE PURPOSE for running the Company, and those of the Chief Executive Officer are set
(ARTICLE 3 OF THE BYLAWS) out by law. His powers may be limited by the Board of Directors in
accordance with the Company’s decision-making structures.
“The Company’s purpose is to:
The Board of Directors determines, in accordance with the law, the extent
● process all forms of plastic, metal and other raw materials in order to and duration of the powers conferred on the Managing Directors.
manufacture all types of products and articles for all uses, particularly Managing Directors have the same powers as the Chief Executive Officer
industrial; with regard to third parties.
● manage its property and capital assets; The age limit for the position of Chairman of the Board of Directors shall
● acquire, build, lease, develop, improve and exploit any land or be eighty years.
buildings; The age limit for the positions of Chief Executive Officer and Managing
● acquire any equity or other interest in any company, enterprise or other Director shall be seventy-five years.
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;

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ADDITIONAL INFORMATION
General information about the Company

CONSULTATION OF DOCUMENTS RELATING Mazars was appointed (first term) by the General Meeting of Shareholders
of December 28, 1977 and renewed by the General Meeting of
TO THE COMPANY Shareholders of April 28, 2016 for a period of six fiscal years expiring at
Documents that must be made available to the public (Company’s bylaws, the close of the Ordinary General Meeting called to approve the financial
reports from the Statutory Auditors, reports from the Board of Directors statements for fiscal year 2021. In application of Order no. 2016-315 of
and historical financial information relating to Compagnie Plastic March 17, 2016 which transposes EU Directive 2014/56 modifying EU
Omnium SE and its subsidiaries, and that included in this Universal Directive 2006/43 relating to the statutory audit of annual and
Registration Document) may be consulted, while they remain valid, at the consolidated financial statements as well as regulation no. 537/2014
registered office of Compagnie Plastic Omnium SE and also at its relating to specific requirements applicable to statutory audits of public
administrative headquarters (1, allée Pierre Burelle, 92300 interest entities, the term of office of the Statutory Auditors Mazars cannot
Levallois-Perret, France). Some of these documents may also be available be renewed at the close of the General Meeting of Shareholders of
in electronic format on www.plasticomnium.com. April 21, 2022, as the maximum duration authorized by these texts will
have been reached.
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
THE ROLE OF COMPAGNIE PLASTIC OMNIUM SE PricewaterhouseCoopers Audit to succeed Mazars as Principal Statutory
Auditor. The appointment of PricewaterhouseCoopers Audit as Statutory
IN RELATION TO ITS SUBSIDIARIES Auditor for a period of six fiscal years expiring at the close of the Ordinary
Compagnie Plastic Omnium SE is a holding company with the following General Meeting called to approve the financial statements for fiscal year
role: 2027 is submitted to the vote of the General Meeting of Shareholders of
April 21, 2022.
● 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 AUDITEX
conditions, either directly or via Plastic Omnium Finance (the Group’s
Alternate to Ernst & Young et Autres
Central Treasury);
Tour Ernst & Young
● 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 11, allée de l’Arche
Auditors’ report on related-party agreements).
92400 Courbevoie

STATUTORY AUDITORS Mr. Gilles Rainaut


Alternate to Mazars
Principal Statutory Auditors
60, avenue du Général-Leclerc
Ernst & Young et Autres
92100 Boulogne-Billancourt
Statutory Auditor, member of Compagnie Régionale de Versailles,
represented by May Kassis-Morin 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
41, rue Ybry the close of the General Meeting of Shareholders called to approve the
92200 Neuilly-sur-Seine 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,
Ernst & Young et Autres was appointed (first term) by the General Meeting which will not be renewed in accordance with the law.
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 Compensation of Statutory Auditors and members
statements for fiscal year 2021. The term of office of Ernst & Young et of their network paid by the Group
Autres is subject to renewal at the General Meeting of Shareholders of
See Note 7.4 to the consolidated financial statements in chapter 5 of this
April 21, 2022 for a period of six fiscal years expiring at the close of the
Universal Registration Document.
General Meeting of Shareholders called to approve the financial
statements for the fiscal year ending December 31, 2027.
The decision to submit this term of office for renewal was taken by the AGREEMENTS ENTERED INTO BY THE COMPANY
Board of Directors on the recommendation of the Audit Committee. WHICH WOULD CHANGE OR END IF CONTROL 9
Mazars OF THE COMPANY CHANGED
Statutory Auditor, member of the Compagnie Régionale de Versailles, The bonds issued in June 2017 include a clause allowing the investor to
represented by Juliette Decoux demand redemption or repurchase of their bond(s) if control over the
Company changes. There is a similar clause in most other Group financing
135, boulevard Haussmann
contracts.
75008 Paris

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 367


9 ADDITIONAL INFORMATION
General information about the Company

AGREEMENTS WHICH, IF IMPLEMENTED, COULD DEPENDENCE


EITHER PROVOKE A CHANGE OF CONTROL Compagnie Plastic Omnium SE is not currently dependent on any patents
OF THE COMPANY, OR COULD DELAY, POSTPONE or manufacturing processes owned by third parties or on any special
supplying contracts.
OR PREVENT SUCH A CHANGE
In the sector of the automotive industry in which Compagnie Plastic
There is currently no bylaw, charter, regulation or provision that could Omnium operates, sub-contractors do not generally define the
delay, postpone or prevent a change of control. 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
MATERIAL CONTRACTS design work, in order to be able to be used with other services.
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.

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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 April 20, 2021
First half results for 2021 July 21, 2021
Third quarter revenue for 2021 October 27, 2021
Full-year results for 2021 February 22, 2022
Share performance  
2020 half-year statement on the liquidity agreement July 5, 2021
2020 full-year statement on the liquidity agreement January 6, 2022
Declaration of transactions involving treasury stock August 23, August 30, September 6, 2021
Declaration of voting rights 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
Professional fees of the Statutory Auditors – 2021 March 31, 2022
Report on Corporate Governance and Internal Control – 2021 March 31, 2022
Public availability of documents prior to the Annual General Meeting of April 21, 2022 March 31, 2022
Draft update of corporate bylaws March 31, 2022
Public availability of the 2022 Notice of General Meeting of Shareholders in the French Official Bulletin March 31, 2022
of Legal Notices (BALO)
Regulated and permanent information  
2021 half-year results report July 21, 2021
2021 Universal Registration Document (XHTML & PDF) March 15, 2022
Plastic Omnium signs technological partnership with McPhy to boost its expertise and solutions May 6, 2021
for hydrogen fuel cell electric vehicles.
Plastic Omnium signs partnership with Hopium to develop the Māchina hydrogen storage system. May 12, 2021
EKPO Fuel Cell Technologies secures high-volume series production contract for fuel cell stacks. May 17, 2021
Two new members join Plastic Omnium’s Executive Committee. June 7, 2021
Plastic Omnium at the Munich Auto Show for major technological and commercial advances September 6, 2021
in the vehicles of tomorrow
Alstom and Plastic Omnium partner to design onboard storage solutions for hydrogen trains September 21, 2021
Updated financial guidance for 2021 following the significant adjustment of IHS Markit’s forecasts September 24, 2021
regarding worldwide automotive production
Plastic Omnium and AVL sign a strategic hydrogen partnership. November 23, 2021
Plastic Omnium New Energies raps up its organizational focus on hydrogen mobility. December 7, 2021
Plastic Omnium unveils its ambitious objectives for carbon neutrality roadmap. December 8, 2021
9
TotalEnergies and Plastic Omnium sign a strategic partnership to accelerate development of recycled December 8, 2021
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


9 ADDITIONAL INFORMATION
Person responsible for the Universal Registration Document

9.3 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION


DOCUMENT
RFA DPEF
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


Subjects Registration Document
1. Persons responsible
1.1 Identity of the person responsible 370
1.2 Declaration by the person responsible 370
1.3 Statement regarding the filing of the document  1
2. Statutory Auditors
2.1 Name and address of the Statutory Auditors 367
3. Risk factors 51-56; 143-176
4. Information concerning Compagnie Plastic Omnium SE
5. Business overview
5.1 Principal activities 28-29 et 131
5.1.1 Nature of the issuer’s operations and its principal activities 18-19; 42-49; 131-133
5.1.2 New products and services 38-49
5.2 Principal markets in which the issuer operates 19; 127-130; 234-235
5.3 Significant events 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
5.6 Competitive position 18; 42; 45; 46; 49; 131-133
5.7 Investments 200-203
5.7.1 Material investments 28; 183; 224-226; 243-244
5.7.2 Material investments in progress or for which firm commitments have already been made N/A
5.7.3 Joint ventures and significant investments 238; 245-246
5.7.4 Environmental issues that may affect the utilization of property, plant and equipment 165-176
6. Organizational structure
6.1 Brief description of the Group 18-19; 42-49; 131-133
6.2 List of significant subsidiaries 277-281
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
7.1.2 Future development forecasts and Research and Development activities  30-33; 38-49
7.2 Operating results 200-202
7.2.1 Significant factors, unusual or infrequent events or new developments 200-203; 221-230
7.2.2 Reasons for material changes in net sales or revenues 200-202

PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 371


ADDITIONAL INFORMATION
Universal Registration Document cross-reference table

Page numbers in the Universal


Subjects Registration Document
8. Capital resources
8.1 Information on capital resources 203; 209;  252; 267
8.2 Cash-flow 211-212
8.3 Borrowing requirements and funding structure 202-203; 263; 269
8.4 Restrictions on the use of capital resources N/A
8.5 Anticipated sources of funds N/A
9. Regulatory environment
9.1 Description of the regulatory environment that may materially affect the issuer’s business 126-129
10. Trend information
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
10.2 Events likely to have a material effect on the Group’s prospects 203
11. Profit forecasts or estimates
11.1 Published profit forecasts or estimates N/A
11.2 Statement on the principal forecast assumptions N/A
11.3 Statement on comparability with historical financial information and consistency of accounting policies 214-215
12. Administrative, management and supervisory bodies and Senior Executives
12.1 Information on members of the administrative, management or supervisory bodies and Senior Executives 66-78
12.2 Conflicts of interest 82
13 Compensation and benefits
13.1 Compensation paid and benefits in kind 93-105
13.2 Provisions for pensions, retirement or similar benefits 95-96
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
14.3 Information on the committees 89-92
14.4 Statement of compliance with applicable corporate governance regime 118
14.5 Potential material impacts on corporate governance 80-81
15. Employees
15.1 Breakdown of employees 152-159; 184-186; 273
15.2 Shareholdings and stock options 112-115; 124; 254-256
15.3 Arrangements for involving employees in the issuer’s capital N/A
16. Major shareholders
16.1 Interests in the issuer’s capital 318; 321
16.2 Existence of different voting rights 119
16.3 Control of the issuer  367
16.4 Shareholder agreements N/A
17. Related-party transactions 117; 275; 315-316

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ADDITIONAL INFORMATION
Universal Registration Document cross-reference table

Page numbers in the Universal


Subjects Registration Document
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 1; 206-314
18.1.2 Change of accounting reference date  N/A
18.1.3 Accounting standards 214-221
18.1.4 Accounting framework 214
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 206-281
18.1.7 Age of financial information 369
18.2 Interim and other financial information N/A
18.2.1 Quarterly or half-yearly financial information published N/A
18.3 Audit of historical annual financial information 1; 282-286; 310-314
18.4 Pro forma financial information N/A
18.5 Dividend policy
18.5.1 Description of dividend distribution policy and any restrictions thereon 319; 326-327
18.5.2 Amount of dividend per share 254; 307; 319
18.6 Legal and arbitration proceedings N/A
18.7 Significant change in the issuer’s financial position N/A
19. Additional information
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
19.1.2 Information relating to shares not representing capital 321
19.1.3 Number, book value and face value of shares held by the issuer 122-123
19.1.4 Convertible securities, exchangeable securities or securities with warrants 119
19.15 Terms of any acquisition rights and/or obligations N/A
19.1.6 Options or agreements  N/A
19.1.7 History of share capital 122
19.2 Memorandum and bylaws 359-364
19.2.1 Register and corporate purpose 366
19.2.2 Rights, preferences and restrictions attaching to each class of shares 119
19.2.3 Provisions that would delay, defer or prevent a change in control 118
20. Material contracts 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  370
2. 2021 statutory financial statements  287-309
3. 2021 consolidated financial statements 205-281
4. Management report
4.1 Analysis of business development 16-17; 200-203; 288
4.2 Analysis of results 200-203; 288
4.3 Analysis of the financial position 200-203; 288
4.4 Main risks and uncertainties  51-56
20; 29; 144-146; 147-159;
165-176; 180-183; 184-186;
4.5 Key indicators relating to environmental and personnel matters 187-188
4.6 Buyback by the Company of its own shares 122-124
5. Statutory Auditors’ report on the 2021 annual financial statements 310-314
6. Statutory Auditors’ report on the 2021 consolidated financial statements 282-286
7. Statutory Auditors’ fees 276
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

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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 200-203
1.2 Predictable changes in the issuer and/or Group  203
1.3 Events after the reporting date of the issuer and/or Group 203
1.4 Research and Development activities of the issuer and the Group 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
1.7 Main risks and uncertainties faced by the issuer 52-56; 143-146
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
2.2 Names of controlled companies  277-281
2.3 Statement of employee share ownership 124
2.4 Significant investments made in companies whose registered office is located on French territory N/A
2.5 Acquisition and sale by the issuer of its own shares (share buyback program) 122-124
2.6 Injunctions or financial penalties as a result of anti-competitive practices N/A
2.7 Any adjustments for shares giving access to capital in the case of share buybacks and financial transactions  N/A
2.8 Dividends paid during the past three fiscal years  319; 326
2.9 Supplier and customer payment terms 268; 309
2.10 Conditions for the exercise and holding of options by corporate officers 112-115
2.11 Conditions for holding free shares allocated to executive corporate officers and corporate officers 109
2.12 Company income over the last five fiscal years 307
2.13 Social and environmental consequences of the Company’s activities 136-159; 165-176
2.14 Vigilance plan 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
3.3 Hedging objectives and policy; the Company’s exposure to price, credit, liquidity and cash risks 267-272
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
4.2 Certification by an independent third party of the information contained in the Statement of Non-Financial Performance 193-196
5. Report on corporate governance 61-124

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


Nature of the information publications or releases
1. Information about compensation and benefits granted
1.1 Total compensation and benefits of any kind paid by the issuer to corporate officers 93-115
1.2 Fixed, variable and exceptional components of compensation paid by the issuer to corporate officers 93-115
1.3 Commitments of any kind made by the issuer for the benefit of its corporate officers  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
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) 116-117
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 116
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
2.5 Senior Executive procedures in the event of changes  N/A
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
2.8 Potential restrictions imposed by the Board of Directors on the powers of the Chief Executive Officer  86
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
3.2 Statutory restrictions on the exercise of voting rights and share transfers 119
3.3 Direct or indirect investments in the capital of the issuer 124
3.4 List of holders of any securities with special rights and description thereof N/A
3.5 Control systems provided for in any employee shareholding structure in which rights of control are not exercised by the
employees N/A
3.6 Agreements between shareholders that may give rise to restrictions on share transfers and the exercise of voting rights N/A
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
3.8 Powers of the Chief Executive Officer, with regard in particular to the issuance or buyback of shares N/A
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
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 N/A 

376 PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021 www.plasticomnium.com


ADDITIONAL INFORMATION
Financial glossary

FINANCIAL GLOSSARY

A
AMF (French Financial Financial institution and French independent administrative authority whose role is to set the operating and ethics rules
Markets Authority) 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 Corresponds to acquisitions of property, plant and equipment and intangible assets, net of disposals, the net change in advances
and projects 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 Does not include the share of joint ventures, consolidated by using the equity method, in accordance with IFRS 10-11-12.
Covid 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 Paid service enabling, for the most liquid shares, to defer the payment for orders and delivery of shares until the last stock market
service) 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 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.
Euronext Paris 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 The International Financial Reporting Interpretations Committee (IFRIC) formulates interpretations of IFRS international accounting
Reporting Interpretations standards to ensure homogeneous application of these standards, clarify details that apply to them and find practical solutions.
Committee)
IFRS (International Financial International accounting standards established by the IASB (International Accounting Standards Board). Since January 1, 2005,
Reporting Standards) 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 Return on capital employed corresponds to the ratio of the operating margin to the sum of shareholders’ equity and net financial
employed) 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 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.
Shareholder of an 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 Shares held in pure registered form are held with the listed company, who has delegated the management of them to its financial
registered share intermediary.
SRI (Socially responsible Socially responsible investment includes, in addition to the usual financial criteria, environmental, social and governance (ESG)
investor) criteria in the analysis and investment process.
Stock option See Subscription Option.
Subscription option (Stock An option which gives the right to subscribe for, at a price fixed in advance and during a pre-determined period, shares
option) of a company.
T
Treasury shares A portion of the treasury shares held by a company, regulated and capped at 10%.
Treasury stock 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.

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ADDITIONAL INFORMATION
Technical and sustainable development glossary

TECHNICAL AND SUSTAINABLE DEVELOPMENT GLOSSARY

A  
ACT FOR ALL TM
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
CNG Compressed natural gas
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 CSR for Plastic Omnium is structured around three focus areas with the aim of becoming the leading partner for sustainable
Responsibility) mobility:
sustainable production;
attention to employees;
responsible entrepreneurs.
E  
EcoVadis A CSR assessment aimed at observing the inclusion of sustainability principles in a company’s business.
EDEW European Disability Employment Week
ESG Environmental, Social and Governance Criteria
F  
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 A function that deals with workplace Health, Safety and Environment issues.
Environment)
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.
ISO 50001 International energy management system standard.
L  
LCA Life cycle analysis
N  
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 International workplace health and safety management system standard
Open Innovation 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 Through the injection of the additive AdBlue®, this technology reduces NOx emissions (nitrogen oxides, which have adverse health
Reduction) 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 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.
Thermosetting 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 Energy management system applicable to all subsidiaries and joint ventures controlled by Plastic Omnium.
Top Safety 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

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