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 64 Based on Burelle SA’s audited and certified operatingcash-flow of €695,378,000 for fiscal year 2018, the total amount of profit-sharing net of social security costs, distributable to the executive directors of Burelle SA, Mr. Laurent Burelle, Mr. Jean Burelle and Paul Henry Lemarié is €9,021,067. Mr. Paul Henry Lemarié receives 23.50% of this overall amount from Burelle SA, i.e. €2,119,951 of which 50% is rebilled to Compagnie Plastic Omnium and its subsidiaries. The payment of this amount is subject to the vote of the Shareholders’ Meeting. Furthermore, Mr. Paul Henry Lemarié no longer receives stock options since 2013. He does not have an employment contract or a non-competition clause. The rebilling of the variable part of the compensation of Mr. Paul Henry Lemarié to Compagnie Plastic Omnium and its subsidiaries and for fiscal year 2018 is submitted for the approval of the Ordinary General Shareholders' Meeting of April 25, 2019, as well as components of his compensation, in resolution No. 11 given in Chapter 7 of this document. DISTRIBUTION OF THE COMPONENTS COMPRISING THE ANNUAL COMPENSATION OF MESSRS. LAURENT BURELLE AND PAUL HENRY LEMARIÉ 2% Fixed compensation 6% Directors’ fees 92% Annual bonus DISTRIBUTION OF THE COMPONENTS COMPRISING THE ANNUAL COMPENSATION OF MR. JEAN-MICHEL SZCZERBA 67% Fixed compensation 7% Directors’ fees 26% Annual bonus Pension plan, severance pay, supplementary social protection and non-competition clause 2.1.2.2.3 In 2003, the Board of Directors of Compagnie Plastic Omnium decided to introduce a supplementary pension plan for executive directors in particular (Article 39 of the French General Tax Code). The plan guarantees them defined-benefit retirement compensation, under the following terms: Plastic Omnium Plan Recommendations of the AFEP-MEDEF Code Required length of service 7 years At least 2 years Actual length of service of the executive directors Mr. Laurent Burelle Mr. Paul Henry Lemarié Mr.Jean-Michel Szczerba 43 years 38 years 32 years Reference compensation Average of the average total annual compensation for the 5 years prior to retirement Several years Annual amount paid (% of the reference compensation) 1% 5% maximum Ceilings 10% of the reference compensation, or 8 times the Social Security ceiling 45% of compensation Rights financing conditions Outsourced Estimated amount of the annual pension that would be paid to the executive directors: Mr. Laurent Burelle Mr. Paul Henry Lemarié Mr.Jean-Michel Szczerba €324,192 €216,861 €140,265 Related tax and social charges Taxes on contributions