Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 54 Changes to the composition of the Board of Directors Changes to the composition of the Board of Directors in 2018 Renewal of the terms of office of Messrs. Laurent Burelle, Jean-Michel ● Szczerba, Paul Henry Lemarié, Jean Burelle, the company Burelle SA represented by Mrs. Éliane Lemarié, of Mrs. Anne-Marie Couderc, Mrs. Lucie Maurel Aubert, Mr. Jérôme Gallot and Prof. Dr Bernd Gottschalk. The Shareholders’ Meeting of April 26, 2018 renewed the terms of office of Messrs. Laurent Burelle, Jean-Michel Szczerba, Paul Henry Lemarié, Jean Burelle, the company Burelle SA represented by Mrs. Éliane Lemarié, of Mrs. Anne-Marie Couderc, Mrs. Lucie Maurel Aubert, Mr. Jérôme Gallot and Prof. Dr Bernd Gottschalk, for a three-year term. Term of office expired in 2018: Mr. Alain Mérieux ● The term of office of Mr. Alain Mérieux expired on conclusion of the Shareholders’ Meeting of April 26, 2018. Mr. Alain Mérieux had informed the Board of Directors that he did not wish to renew his term of office. Appointment of a new director: Mr. Alexandre Mérieux ● The Shareholders’ Meeting of April 26, 2018 appointed Mr. Alexandre Mérieux as a director for a three-year term. Expected changes to the composition of the Board of Directors in 2019 Renewal of the term of office of Mrs. Amélie Oudéa-Castéra ● Mrs. Amélie Oudéa-Castéra has been a director of Compagnie Plastic Omnium and a member of the Compensation Committee since January 2014. Mrs. Oudéa-Castéra, 40 years of age and a French national, is a graduate of IEP Paris and of the ESSEC Business School. She attended ENA, graduating in April 2004 and became a Public Auditor with the French Court of Auditors (Cour des Comptes), where she was subsequently appointed Legal Counselor and Public Rapporteur, reporting on the status and outlook of public finances. In 2008, Mrs. Amélie Oudéa-Castéra joined the AXA Group, where she performed cross-cutting assignments for the Group CFO. In 2010, she was appointed Director of Strategic Planning. In 2011, she was named Director of Marketing, Brand and Services at AXA France and in 2012 her scope of responsibility was extended to digital business. In 2015, Mrs. Amélie Oudéa-Castéra was appointed Deputy CEO of AXA Particuliers/Professionnels, the retail entity of AXA France, while retaining the responsibility of digital business, brand and partnerships of AXA France. In July 2016, she was appointed Director of Marketing and Digital for the entire AXA Group. After joining the Carrefour’s Board of Directors in June 2018, Amélie Oudéa-Castéra was appointed Executive Director, E-commerce, Data and Digital Transformation in November 2018. She is also the President of the association “Rénovons le sport français”(Renovating French Sports) and a member of the Eurazeo Supervisory Board. Ms. Oudéa-Castéra is a committed independent director who brings to the Board her expertise in the marketing and digital sector. In the five years of her directorship, her attendance rate at meetings has been 100%. Holdings of Plastic Omnium shares by directors at December 31, 2018 Although French law does not require directors to hold a minimum number of shares, the bylaws of Compagnie Plastic Omnium, in compliance with the AFEP-MEDEF Code, require each director to hold a minimum of 900 shares. Number of shares Number of stock-options attributed in 2018 Mr. Laurent Burelle 847,000 0 Mr. Jean-Michel Szczerba 726,400 0 Mr. Paul Henry Lemarié 315,900 0 Mrs. Éliane Lemarié 275,996 0 Mr. Jean Burelle 416,378 0 Mrs. Anne Asensio 900 0 Mrs. Félicie Burelle 900 0 Mrs. Anne-Marie Couderc 900 0 Mrs. Amélie Oudéa-Castéra 900 0 Mrs. Lucie Maurel Aubert 910 0 Mrs. Cécile Moutet 8,160 0 Mr. Jérôme Gallot 5,500 0 Prof. Dr Bernd Gottschalk 900 0 Mr. Vincent Labruyère 10,332 0 Mr. Alexandre Mérieux 900 0