Plastic Omnium Universal Registration Document 2021 en
Plastic Omnium Universal Registration Document 2021 en
Plastic Omnium Universal Registration Document 2021 en
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
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.
MISSION STATEMENT 5
A LONG-STANDING COMMITMENT
TO SUSTAINABLE MOBILITY 8
INSPIRED. INSPIRING 10
NON-FINANCIAL PERFORMANCE
AT THE HEART OF OUR STRATEGY 20
COMMITTING. COMMITTED 30
DEVELOP. DEVELOPING 38
NEW ENERGIES 48
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.
LAURENT BURELLE
“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
1947 2001
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
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.
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
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
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
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
8
WOMEN EXPERT,
AGILE
(54%)
60
AVERAGE AGE
GOVERNANCE
5
INDEPENDENT
DIRECTORS
(38%)
BOARD
OF DIRECTORS
AS AT DECEMBER 31, 2021
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
* 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.
– OPERATIONAL DEPARTMENTS
– GROUP FUNCTIONAL DEPARTMENTS
– INTERNAL AUDIT
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.
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
D
EATE
E CR
PEOPLE
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
PROFIT
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.
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.
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.
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.
4
LEVERS
DEVELOPING SOLUTIONS
AND PRODUCTS TO SUPPORT OUR CUSTOMERS
IN THEIR ENERGY TRANSITION
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.
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.
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.
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.
MARTIN SCHÜLER,
PRESIDENT AND CEO – HBPO
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.
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.
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
2030 TARGETS
€3 BN ECONOMIC REVENUE
WORLD LEADER IN HYDROGEN MOBILITY
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
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.
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.
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 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.
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
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.
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.
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
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.
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 ¡ ¡ ¡
Senior Executives
Independent directors**
Censor
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
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.
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)
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
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
FRENCH COMPANIES
Burelle SA Director P P
Burelle Participations Director P
CIC Lyonnaise de Banque Director
INTERNATIONAL COMPANIES
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
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
FRENCH COMPANIES
Chairwoman of the Board of Directors
Chairwoman of the Appointments Committee
Air France KLM and Governance Committee P
Independent Board member
C.E.S.E Member
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
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
FRENCH COMPANIES
FRENCH COMPANIES
Burelle SA Director P P
Sofiparc Member of the Supervisory Committee P
Union Industrielle Chairwoman of the Supervisory Committee
INTERNATIONAL COMPANIES
FRENCH COMPANIES
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
STEF-TFE Director
SNEF Director
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
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
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
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
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
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
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,
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.
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.
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.
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
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
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
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
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
(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.
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
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.
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.
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;
● 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.
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;
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;
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;
Censor
Jean Burelle* 44,054 -
TOTAL 779,315 747,996
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.
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.
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
* 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
It should be noted that there is no system of paying an arrival/departure bonus to executive directors in the Plastic Omnium Group.
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.
3.2.1.2.7 Summary of compensation, options and shares granted to each executive director
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
COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO LAURENT FAVRE, CHIEF EXECUTIVE
OFFICER
COMPONENTS OF COMPENSATION PAID DURING FISCAL YEAR 2021 OR ALLOCATED FOR FISCAL YEAR 2021 TO FÉLICIE BURELLE,
MANAGING DIRECTOR
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
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.
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
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.
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
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.
20% 15%
Operating margin ESG
15%
15% Strategy execution
Net profit (loss) -
Group share
15%
20% Management /
strategic decision-making
Free-Cash flow
The components of the total compensation attributable to each of the executive directors are presented below:
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
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.
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
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
(1) Weighted average value (according to the method used for the consolidated financial statements).
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.
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.
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
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
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
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
(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
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.
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.
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.
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.
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.
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
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
Trading fees of €71 thousand were incurred in buying back shares during 2021.
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:
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;
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
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
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.
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
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.
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.
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).
4.2.1 BUSINESSES
PLASTIC OMNIUM
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
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.
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
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
4.2.2.1 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
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.
UNIVERSITIES
INNOVATION 4 GLOBAL
CHALLENGE R&D CENTERS
STARTUPS PARTNERSHIPS 4
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.
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;
2021 2025
Pillars Markers KPI
Results Target
Safety Accidents with and without lost time - FR2 0.69(1) <0,5
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
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
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
(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
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.
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.
Plastic Omnium conducts proactive and regular dialog with all its stakeholders to ensure that its actions have a positive impact on its ecosystem.
(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.
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
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
1 2 3 4 5
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
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
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
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.
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.
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
(1) Workstations assessed for Intelligent Exterior Systems and Clean Energy Systems.
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 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.
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;
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.
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
23% 56%
Managers Manufacturing workers
21%
Administrative staff,
technicians and supervisors
TRAINING
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
Performances
MANAGER TURNOVER RATE
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.
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.
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;
● 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”.
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
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;
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:
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
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
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
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,
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.
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;
● 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.
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
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.
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.
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;
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.
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.
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 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).
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) See chapter 1 Integrated report page 28) - To comply with the taxonomy, the calculation basis has been modified.
(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.
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%
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.
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.
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.
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)
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
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.
● 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%.
● 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).
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.
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.
* 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
Indicators
The calculation methodology for each indicator is described in the table below:
(1) IHS for “IHS Markit”, an Anglo-American specialist economic information company, which publishes trends and forecasts, including for the automotive sector.
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).
(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)
The Group’s investments eligible for the European Taxonomy represent 22.4% of the total Taxonomy CAPEX as detailed in the table below.
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%
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
162 132
4
Asia France
69
25
Western Europe
South America excluding France
and Africa
165 47
North America Eastern Europe
PERSONNEL COSTS
OVERTIME HOURS
CONTRIBUTIONS TO WORKS COUNCIL EMPLOYEE WELFARE PROGRAMS IN FRANCE (in thousands of euros)
ENVIRONMENTAL INDICATORS
ANNUAL CONSUMPTION OF RAW MATERIALS (in metric tons)
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
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
(1) Location-based
78 80
75
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.
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
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
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.
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.
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.
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.
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.
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).
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.
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.
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.
(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).
● 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
● GHG emissions / kg of transformed materials purchased ● Part of IATF 16949 certified sites
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
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.
REVENUE
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.
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
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.
(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.
(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.
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
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
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.
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 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;
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.
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.
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.
1.6.2.3 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.
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.
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;
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.
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.
(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.
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”.
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.
(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.
(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.
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
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)
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:
(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.
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)”.
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.
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.
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.
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”.
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
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
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
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).
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.
4.2 Cost of goods and services sold, development, selling and administrative costs
(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”.
(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.
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.
(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”.
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).
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”.
(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.
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
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
(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:
(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;
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;
(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).
Deposits and surety bonds mainly concern deposits relating to leased offices and receivables sale programs.
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.
The Group has not identified any significant non-provisioned customer risk over the two periods (see Note 6.3.1 “Customer risk”).
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
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:
The change over the fiscal year is mainly due to changes in Germany and China.
(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.
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).
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.
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:
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.
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 - - -
(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.
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
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
5.2.4 Provisions
(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.
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.
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.
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:
(1) See Notes 1.1 “Accounting standards applied”, 1.4.2 “Provisions for pensions and other post-employment benefits” and 5.2.4 “Provisions”.
(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)”.
5.2.6.5 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.
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”.
(1) “Other currencies” concerns various currencies, which taken individually account for less than 1% of total financial debt over the two periods.
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
(1) See “Gains or losses on interest rate and currency hedges” in Note 4.7 “Net financial income”.
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.
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:
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.
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.
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.
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.
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.
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 -
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 -
(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”.
The fair value of financial assets and liabilities at amortized cost was close to the carrying amount, except for borrowings.
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
(1) The “Asia and South America” region includes South Africa and Morocco.
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
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.
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.
(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.
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 - - - - - -
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.
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.
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.
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.
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.
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
● 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.
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.
● 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.
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.
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.
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
LIABILITIES
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.
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
A – INTANGIBLE ASSETS
C – FINANCIAL ASSETS
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.
Affiliates
BPO AS – Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey TRL 5,000;000 50.0%
D – RECEIVABLES
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.
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, 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
G – CHANGE IN EQUITY
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
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
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
Bonds
The main features of the bonds totaling €1,100 million as of December 31, 2021 are presented below:
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:
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.
Accrued expenses
Related companies
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.
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.
L – PERSONNEL COSTS
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.
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.
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
P – INCOME TAX
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.
6
OTHER DISCLOSURES
Commitments received
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.
Affiliates
BPO AS – Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey TRL 5,000,000 50.0%
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
Dividend per share proposed to the General Meeting of Shareholders of April 21, 2022: €0.28.
0.74
0.67
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.
7.6 CONTACTS
COMPAGNIE PLASTIC OMNIUM SE
1, allée Pierre Burelle
92593 Levallois Cedex – France
Tel: +33 (0)1 40 87 64 00
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
● 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
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:
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
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 -
● 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.
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
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
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.
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
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.
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.
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.
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.
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.
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.
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;
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.
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,
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
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.
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
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.
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
• 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,
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;
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.”
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
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.
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.
Laurent Favre
Chief Executive Officer
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.
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.
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.
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.
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