1.Toward a new generation of mobility

Integrated report

2.Risk factors 
and management

2.1Main risk factors

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

Non-financial risks are also described in chapter 4 “Sustainability Statement.” An identical structure is used to describe each risk: description of the risk, policies and procedures put in place to mitigate the risk and publication of key performance indicators.

Operational risks

Risk related to automotive programs ●●●

Identification of risk

Each automotive program has risks which could reduce its profitability from that initially expected. The risk relates particularly to programs that incorporate product innovations or which implement new industrial processes. This risk is increased for programs whose launch coincides with the start of a new plant. These uncertainties may require OPmobility SE to invest and/or spend more than initially forecast in order to reach the rates and quality levels required by the customer.

In addition, each automotive program is subject to risks in terms of manufacturing volumes, which depend on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment, but also on factors specific to each vehicle, such as the attractiveness of their design.

Ultimately, every automotive program is exposed to the risk of disruption of carmaker’s demand, of variable duration. This disruption may be the result of hazards specific to the carmaker (fire in one of its plants, shutdown of the carmaker’s plant due to a strike, etc.) or external hazards (pandemic or natural disaster affecting one or more plants of a carmaker). This disruption can also result from a similar hazard that would impact a supplier of components used in the manufacture of a vehicle, which could thus force the carmaker to permanently stop its production line for lack of components.

Risk management

OPmobility SE’s commitment to diversifying its operations and increasing the number of automotive programs represents a key component of its strategic vision that significantly reduces exposure to geographic and other risks.

OPmobility SE has five main distinct product families and serves the majority of global carmakers. Its customer portfolio is diversifying, with new players in heavy and industrial (off-road) mobility. It continues to diversify its exposure to worldwide automotive production markets, with its activities spread across 28 countries globally and with the production launch of a large number of new programs each year (159 in 2024).

In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by OPmobility SE’s Senior Executives. Once a project has been accepted, a structured operational and financial monitoring system is set up to track it.

Risks related to the quality of products and services sold ●●●

Identification of risks

OPmobility SE is exposed to the risk of warranty and liability claims from customers in respect of the products and services sold. This is particularly the case for the C-Power business group and the Lighting business group, most of whose products are sold to carmakers in the “safety parts” category. OPmobility SE is also exposed to the risk of third-party product and service liability claims. In terms of risk related to the quality of the products and services sold, OPmobility SE implements a policy described in chapter 4 “Sustainability Statement.”

Risk management

In terms of product and process quality, the Group’s activities have set up dedicated organizations and processes according to models that have been prevalent for many years in the automotive industry. These organizations and processes aim to prevent, identify and correct quality problems as soon as they occur. The robustness and efficiency of these organizations and processes are checked by annual internal audits and regular customer audits. They are also covered by a certification IATF 16949 certification procedure for all of the Group’s plants and development centers.

These risks fall into the area of contractual liability and are covered by specific insurance policies.

Risk of shortage of raw materials or components ●●●

Identification of risk

The global automotive industry may be impacted by a long-term shortage of certain raw materials or components that are widely used for the production of sub-assemblies required for vehicle assembly by carmakers. This shortage, like that affecting semiconductors from the 2nd quarter of 2021, may lead to a significant and lasting decline in the activity of carmakers on a large number of vehicle models, and consequently, in the activity of equipment manufacturers. This decline in activity may have a significant impact on OPmobility SE’s revenue, results and cash position.

Risk management

Faced with this type of situation, the Group is able to immediately implement significant expenditure reduction plans in order to limit the impact on its results and cash position. These plans are based in particular on the partial unemployment schemes that exist in most of the countries where the Group operates and on the non-renewal of temporary employees’ contracts. However, these workforce adjustments may be hampered by a lack of visibility on the short-term business of customers following any production stoppages (stop & go). In addition to reducing expenses, the Group is in a position to enter into commercial negotiations with manufacturers in order to obtain financial compensation at least in part.

Risks related to health, safety and the environment ●●

Identification of risks

In the areas of health, safety and the environment, OPmobility SE’s sites are exposed to:

• risks related to working conditions;
• health risks;
• risks related to environmental damage;
• risks related to the strengthening or changes in regulatory requirements.

A lack of anticipation to mitigate these risks could result in harm to individuals, the Group’s image, or additional costs, and lead to possible sanctions.

Risk management

In terms of health, safety and the environment, OPmobility SE implements a policy described in chapter 4 “Sustainability Statement.” Rolled out worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certification program.

This policy is overseen by OPmobility SE’s Executive Committee, based on specific monthly reporting that shows the performance of each subsidiary. A dedicated organization comprised of front-line health, safety and environment (HSE) managers is responsible for supporting and coordinating its deployment.

This network of experts is led by OPmobility SE’s People and Sustainability Department, backed functionally by central HSE Directors at business group level. Final responsibility for managing health, safety and environment risks lies with the activities Chief Executive Officers.

Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and ISO 45001 certification for industrial facilities. These action plans encourage the widespread sharing of best practices within the Group’s activities. They also include training on ergonomics, the man-machine interface and the tools of the in-house Top Safety program and bringing machinery and equipment into compliance.

Risks related to information technology ●●

Identification of risk

The day-to-day activity of OPmobility SE’s operational functions (Research and Development, Production, Purchasing, Logistics, Commercial, etc.) and support functions (Finance, Human Resources, Legal, etc.) is highly dependent on the smooth running of the information systems used in these functions. This activity could be affected by the unavailability of critical information systems, mainly due to system breakdown, communication networks failure, damage to infrastructure or malicious actions carried out internally or externally.

Risk management

The Information Systems Department has implemented a systems standardization and consolidation approach, and is constantly upgrading IT and network production infrastructures, business applications and workstation services. Management pays special attention to the incorporation of new technologies and to the availability and integrity of Company data.

The security of technical systems, applications and networks is addressed at the outset of projects. It is constantly monitored and regularly audited.

Strategic risks

Risk related to the impact of climate change on the Company’s business model (no mitigation of climate change) ●●●

Identification of risk

OPmobility SE, as an industrial group operating in the automotive sector, is strongly impacted by the challenges of climate change. In accordance with the expectations of all stakeholders and in order to preserve and develop its business model, the Group must drastically reduce its environmental impact across its entire value chain by aiming for a long-term objective of carbon neutrality. Failure to meet these objectives would expose the Group to consequences such as the loss of customers and markets, difficulties in obtaining financing for the development of its projects, and a significant increase in taxes linked to carbon emissions.

This topic is described in more detail in chapter 4 “Sustainability Statement.”

Risk management

The Group has set itself the objective of carbon neutrality for its own activities (scope 1 and 2) by 2025 and a target of 30% reduction (vs. 2019) in all its scope 3 CO2 emissions by 2030 (including those related to the use of products sold), as well as the objective of carbon neutrality across its entire value chain (scopes 1, 2 and 3) by 2050.

To achieve these goals, OPmobility is rolling out its roadmap operationally through its ACT FOR ALLTM program. This includes:

• development of solutions and products to support the energy transition and the reduction of the carbon footprint of manufacturers (weight reduction, aerodynamics and electrification of vehicles, in particular through the development of the hydrogen sector);
• optimization of the carbon footprint of OPmobility sites (energy efficiency program and use of renewable energy);
• integration of a growing share of recycled materials in the Group’s production;
• collaboration with stakeholders to reduce the carbon impact of products across the entire value chain by prioritizing the circular economy and eco-design.

The Risk related to the impact of climate change on the Company's business model, together with the policies and procedures put in place to mitigate it, are described in chapter 4 “Sustainability Statement.” This description is accompanied by the publication of key performance indicators.

Risk related to innovation and change in the technological environment ●●●

Identification of risk

The Company’s development is based on its ability to anticipate technological and regulatory developments, as well as to adjust its strategy in the face of significant changes and disruptions in the automotive sector. This highly competitive industrial sector is marked by rapid technological change. The occurrence of technological acceleration in the market or difficulties encountered in the internal development of new technologies could hinder OPmobility SE’s ability to seize opportunities related to technological breakthroughs, thus impacting its competitive position, growth and profitability.

Risk management

To meet customer demand and maintain its technological advantage, OPmobility SE is continually adjusting its product and system offering. Its Research and Development policy is based on anticipation, integration, localization, collaboration and focus on customer needs. It leverages a technological development process based on the analysis of major societal trends and long-term market expectations. Technological development areas are integrated into innovation roadmaps reviewed by the Group’s Executive Committee and the Board of Directors.

OPmobility SE’s open innovation approach builds on the creation of an ecosystem with numerous collaborations, particularly with the academic world, laboratories, start-ups and other major industrial groups. Strategic operations were carried out to support this value creation model. The order intake recorded in recent years confirms the success of the Group’s innovations.

Risk related to external growth transactions ●●●

Identification of risk

OPmobility SE periodically carries out external growth transactions through acquisitions or partnerships that may be of a significant size across the Group.

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.

In 2024, OPmobility SE did not carry out any major partnership transactions.

In particular, OPmobility SE could encounter difficulties in integrating the companies acquired, their technologies and product ranges, as well as integrating and retaining their employees. It may also be unable to retain or develop strategic clients of the acquired companies.

Risk management

OPmobility SE takes great care to put dedicated resources in place to oversee partnerships or integrate acquired companies and sets detailed objectives for these, broken down into action plans. Particular attention is given to the swift implementation of OPmobility’s systems in acquired entities, in order to effectively manage these action plans and measure the achievement of objectives.

Credit and/or counterparty risks

Customer risk ●●●

Identification of risk

Due to its business as an automotive supplier, OPmobility SE has a limited number of customers and cannot rule out the possibility that one of its customers might find itself in financial difficulty, thus preventing it from respecting certain commitments.

Risk management

The balanced division of revenue by carmaker has improved in recent years.

In all the Group’s businesses, review procedures are carried out before any response to calls for tender, in particular to ensure a balanced portfolio of customer receivables, in line with a target profile defined and continually monitored by OPmobility SE’s Senior Executives.

In terms of risk management, the Group’s activities have set up structured customer risk monitoring and debt collection processes.

As of December 31, 2024 the risk of non-recovery was low and involved only a non-material amount of receivables more than twelve months past due (see section 5.2 "Consolidated financial statements at December 31, 2024" of this document – Note 6.3.1.1 to the consolidated financial statements).

Risks related to suppliers ●●

Identification of risk

Default by a major supplier, in particular a supplier of specific components for which rapid substitution is difficult, given the work and time necessary to approve a new supplier, could disrupt OPmobility SE’s production. This default could also generate additional investments or costs impacting OPmobility SE’s operating margin. The principal default scenarios are a supplier’s bankruptcy, a supplier’s failure to meet quality specifications, a raw material or component shortage, or even a fire, natural disaster, strike or pandemic, which could impact a supplier’s plant, causing reductions or disruption to its production over the long term.

Risk management

With a view to reducing these risks, all suppliers of specific automotive components must be accredited according to meticulously defined operational, financial and non-financial criteria. The Responsible purchasing/supplier risk is described in chapter 4 “Sustainability Statement.” It contains the various policies and procedures put in place to mitigate this risk as well as the publication of key performance indicators.

For approved suppliers, these criteria are then regularly monitored by the Purchasing and Quality Departments. At-risk suppliers are subject to special monitoring and, when necessary, safety stocks are put in place.

Lastly, Operational departments are especially vigilant in this area. They focus on effectively anticipating and managing breakdowns in the supply chain that, while infrequent, can ultimately develop rapidly.

In 2024, OPmobility SE had no major supplier failures that had a significant impact on its own operations or those of its customers.

Market risks

Disclosures about market risks are also provided in the notes to the consolidated financial statements.

Inflation risk ●●●

Identification of risk

OPmobility SE’s business requires the purchase of large quantities of raw materials (plastics and paints), the purchase of energy (electricity and gas) and the purchase of logistics services (often indexed to the price of petroleum). These purchases are subject to market price fluctuations and could impact the Group’s operating margin and cash position.

OPmobility SE’s production activity requires a high level of industrial labor in its plants and could face significant wage increases in countries where wages are indexed to inflation.

Risk management

To limit the impact of price fluctuations, OPmobility SE has implemented at least partial price indexation clauses with most of its customers or, failing that, regularly renegotiates selling prices. In addition, OPmobility SE has set up, at the level of its Senior Executives and its Finance Department, a detailed and comprehensive monitoring of price changes so that the sales and purchasing teams of the business groups carry out regular negotiations with customers and suppliers.

Legal risks

OPmobility SE’s central Legal Affairs Department is supported, as needed, by local advisors and a network of correspondents in the main countries. This Department helps Operational and Functional departments, in all their on-going and exceptional operations, to prevent, anticipate and manage legal risks relating to the activities, as well as being responsible for claims and litigation.

At the date of this report, there is no dispute or lawsuit and no governmental, legal or arbitration proceeding (including all proceedings of which OPmobility SE is aware, which are pending or threatened) that might have, or has had during the past twelve months, a negative material effect on the financial position or profitability of the OPmobility SE Group.

Risk related to business ethics ●●

Identification of risk

This risk covers several topics such as fraud, corruption, conflicts of interest, insider trading or anticompetitive practices. It may concern isolated acts that do not comply with the regulations in force or the Company’s internal policies and procedures, which could then see the Company exposed to financial sanctions by the authorities and its image tarnished. Although the Group has established bodies, codes, policies and procedures, training and controls, it cannot guarantee that standards are not violated.

Risk management

OPmobility SE’s ethics commitments are formalized in a detailed Code of Conduct, applicable to all Company employees, illustrated with concrete examples. Each new employee is made aware of this Code, which is accessible on the Group’s intranet and websites. All employees must respect the Code of Conduct and contribute to its dissemination. The Group also has a risk mapping, a Code of Conduct relating to compliance with the rules of competition law, a stock market ethics charter, a set of policies and procedures, and online and in-person training programs, in particular for the most exposed people according to the risk mapping, and a whistleblowing system. First, second and third level controls ensure compliance with the system. The Company’s management bodies and a network of compliance correspondents help to raise awareness among all employees.

Business ethics and tax avoidance risk is described in chapter 4 “Sustainability Statement.”

Risks related to intellectual property ●●●

Identification of risk

OPmobility SE’s growth mainly depends on its capacity for innovation. OPmobility SE is exposed to a risk of misappropriation of know-how, as both a victim and an offender, which may be challenged.

Risk management

In the areas of Research and Development, OPmobility SE has implemented a structured approach of monitoring and investigating prior claims, enabling it to manage and protect its intellectual property rights. Extensive policies have been established in respect of patent filings for the innovations that result from Research and Development. Despite the measures taken, including research into prior claims, OPmobility SE cannot rule out the possibility of prior intellectual property claims and of the risks of litigation that might result.

Insurance and risk coverage

OPmobility SE has put in place a global program of insurance benefiting all the subsidiaries in which it has a majority interest. This program is coupled with local coverage in all countries where the Company is located. The program is intended to cover the main risks that can affect its activities, results or assets and includes:

• property, casualty and business interruption insurance;
• operating and product liability insurance;
• environmental liability insurance; and
• insurance against specific risks such as shipping, travel, vehicles, etc.

The levels of coverage and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market.

2.2Internal control procedures and risk management

Objectives of the Company concerning internal control and risk management

Definition and objectives of internal control and risk management

Internal control and risk management are the responsibility of Senior Executives and require the involvement of all stakeholders in the Company, in accordance with the tasks assigned to them. OPmobility SE’s internal control and risk management systems are designed to ensure:

• compliance with applicable laws and regulations;
• effective and controlled implementation of guidelines and objectives set by Senior Executives, particularly with regard to risk;
• the smooth running of OPmobility SE’s internal processes, particularly those relating to the safeguarding of the Group’s assets in the broadest sense;
• the reliability of financial information;
• the commitment of Company employees to shared values and a shared vision of the risks they are helping to control.

Internal control and risk management systems play a critical role in the management of OPmobility SE’s activities. However, they cannot provide an absolute assurance that the Company’s objectives will be achieved or that all risks will be eliminated.

OPmobility SE works to strengthen its internal control and risk management systems as part of a continuous improvement process that relies in particular on the Implementation Guide to the Reference Framework of the French Financial Markets Authority (AMF - Autorité des Marchés Financiers).

Scope of this report

This report describes OPmobility SE’s internal control system. It describes in particular the procedures intended to guarantee the reliability of the consolidated financial statements and the Company’s control over entities in which it has a majority interest.

OPmobility SE regularly reviews and assesses the operations of significant investments over which it exercises joint control, and uses all of its influence to ensure that these entities comply with its internal control requirements.

Summary description of the internal control and risk management system

General organization

OPmobility SE is made up of five business groups: Exterior, C-Power, Modules, H2-Power and Lighting.

Under the supervision and control of OPmobility SE’s Senior Executives, these five business groups have independent responsibility for implementing the means and resources necessary to achieve the targets set in their annual budgets validated by Senior Executives.

Organization of the internal control and risk management system

The internal control and risk management system within the Group is based partly upon compliance with the rules and principles of its Internal Control Framework. This system is also based on the use of procedures enabling it to continuously improve the management of the main risks it may face.

The organization of the system involves all Company employees. However, its oversight and controls are performed by the following 7 key functions:

• the Senior Executives, the Risk Management Department and the Internal Control and Compliance Committee, which monitor the system;
• the Operational departments of each activity, the central functional departments and the Internal Audit Department, which represent three distinct levels of control;
• the Board of Directors.

The Senior Executives of OPmobility SE set the guidelines for organizing and running the internal control and risk management system.

They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company’s business. It is composed of the Chief Executive Officer, Managing Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Corporate Secretary and Legal Director and Chairwoman of the Internal Control and Compliance Committee, People and Sustainability Director, Innovation Director and the Chief Executive Officers of the activities. It meets once a month to review the Group’s business performance and recent developments, analyze the Group’s position and to discuss its outlook. It addresses cross-business issues such as Group sales and marketing, organization, investment, legal and human resources issues, health, safety and the environment, Research and Development, mergers and acquisitions, and financing. Each month, it analyzes the results and balance sheets of all activities and subsidiaries, including trends in respect of capital expenditure and working capital compared with the prior year’s position and monthly budget projections. It also reviews three-month forecasts for the consolidated income statement and balance sheet and plays a proactive role in steering the Group’s management. It also validates updates of current-year forecasts. It analyzes the multi-year strategic plans for the business groups and the Group annually. These plans are then used in preparing the budget, which is definitively adopted in November each year.

The internal control framework

The cornerstone of OPmobility SE’s internal control system is its Internal Control Framework, which sets out the rules and principles applicable to the companies it controls. It comprises a Code of Conduct, the Group’s Internal Control Rules and Procedures and an Accounting and Financial Procedures Handbook.

The Code of Conduct: in addition to its economic responsibilities, OPmobility SE attaches great importance to Human Rights and rules conducive to Sustainability. OPmobility SE is a signatory of the UN Global Compact, a set of principles that stand alongside OPmobility SE's Code of Conduct, exemplifying the spirit of responsible commitment that has always driven it. They set out the values that govern the individual and collective behavior that OPmobility SE aims to promote, and which determine the fundamental principles underpinning its internal control rules and procedures. Since 2010, OPmobility SE has had a Code of Conduct on practices governed by competition law, which has been rolled out across the Group as part of a compliance program.

The Code of Conduct applies to OPmobility SE and to all the affiliates in which it holds a majority stake. OPmobility SE does everything in its power to encourage other affiliates to establish rules of conduct consistent with the provisions of the Code. It is the responsibility of executive corporate officers, members of the Executive Committee, Activities Directors and site managers to ensure that all employees are aware of the contents of the Code, and that they have sufficient resources to comply with its provisions. In return, the Code requires individual employees to behave in a way that demonstrates a personal and ongoing commitment to complying with the prevailing laws and regulations, and with the ethical rules it lays down.

Group Internal Control Rules and Procedures: OPmobility SE has Rules that define the roles and responsibilities of Senior Executives, OPmobility SE’s central departments and the Operational departments of its activities and subsidiaries in the following areas:

• Legal Affairs and Corporate Governance;
• Health, Safety and Environment;
• Human Resources;
• Treasury (financing and routine transactions);
• Sales;
• Purchasing (operations and capital expenditure);
• Inventory and Supply Chain;
• Accounting and Taxation;
• Real Estate;
• Information Systems.

The rules cover routine and non-routine business operations alike. They are a single and comprehensive reference framework designed to ensure that the internal control procedures implemented by the Group are both consistent and appropriate. In a number of cases, they include procedures that describe their application.

The Accounting and Financial Procedures Handbook: OPmobility SE has an Accounting and Financial Procedures Handbook prepared in accordance with IFRS standards. These accounting procedures are applicable to all consolidated companies.

As part of a process of continuous improvement in terms of internal control, the Internal Control Framework is subject to additions, and regular updates to reflect established practices, as well as changes in organization and the applicable regulations.

Risk management

The main risks to which OPmobility SE is exposed are described in section 2.1 “Main Risk Factors.” This section also describes the key measures and processes used to effectively prevent and manage these risks.

The risk management system incorporates, as part of the organizational framework presented in this report, a process of mapping and analyzing the main risks facing the Company. The purpose of this is to verify the pertinence of approaches implemented at Group level and to take action to strengthen or complement existing approaches. At Group level, this process is led by the Risk Management Department in conjunction with the Operational departments and Functional departments.

The system is overseen by the Senior Executives.

Control activities

OPmobility SE seeks to combine the responsibility and independence of judgment of the three levels of control over its operations and its risk-control procedures: the Operational departments, central Functional departments and Internal Audit.

The Operational departments implement the structures and resources necessary for the satisfactory implementation of the rules and principles governing internal control in their respective activities. In particular, they include dedicated Internal Control resources in charge of independent reviews of Internal Control in the entities (Level 2 controls) and monitoring the relevance of the corrective actions implemented following the assignments carried out by internal audit. The Operational departments are also responsible for identifying the risks inherent to their own activity and for taking reasonable steps to control them.

The central Functional departments, namely People and Sustainability, Finance and Information Systems, Legal, and Purchasing Performance, have the broadest powers in their areas of expertise, and under the supervision of Senior Executives, to establish rules and procedures applying within OPmobility SE. They are tasked with coordinating and monitoring the activities of their functional networks with a view to protecting the interests of the Group and all its stakeholders.

In the field of internal control and risk management in particular, they are responsible for analyzing the risks specific to their functions and producing the plans required for their smooth running. They produce and update the Internal Control Framework and the cross-company procedures for risk control. In doing so, they are required to ensure the adequacy of the Internal Control Framework in respect of prevailing standards, regulations and laws, and to implement the appropriate means for relaying the information they produce.

OPmobility SE has a centralized Internal Audit Department, which is part of Group Risk Management Department, and reports to the General Secretary of OPmobility SE. It also reports regularly on its work to the Internal Control and Compliance Committee, which is responsible for overseeing internal control procedures. It conducts assessments of the general system and ensures the efficiency of its implementation.

The Internal Audit Department conducts audits on a scope covering all OPmobility subsidiaries, whether or not OPmobility SE exercises control. At the conclusion of each audit, Internal Audit makes recommendations to the audited entities, which respond with appropriate action plans subject to systematic monitoring by the management teams of the Group’s activities. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity’s risk and control environment. Each new entity is audited within one year following its formation or acquisition. None of the audits performed in 2024 revealed any serious weaknesses in the internal control and risk management systems.

Lastly, the application of international safety, environmental and quality assurance standards, in addition to the audit of our insurance companies and our customers, gives rise to regular specialized audits conducted by independent bodies.

Information and communication

The Internal Control Rules and Procedures are available to employees on the homepage of the Group’s intranet portal. However, the internal control system is deployed largely through formal documents, awareness raising, training programs and reporting processes conducted by the central Functional departments. These activities demonstrate to local management the importance that Senior Executives attach to control processes.

Finally, the relaying of information on the preparation of financial and accounting data is subject to specific processes described later in this report.

Oversight

The Senior Executives, assisted by the Risk Management Department, are responsible for the overall oversight of the Company’s internal control and risk management processes.

The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specific remit. It reports its analyses and recommendations to the Senior Executives, as well as the Internal Control and Compliance Committee.

The Internal Control and Compliance Committee coordinates and oversees the internal control system, and ensures that it runs smoothly. The Internal Control and Compliance Committee is chaired by the Corporate Secretary of OPmobility SE. Its members include the People and Sustainability Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Internal Control Director, Internal Audit and Risk Management Director, Corporate Compliance Director, Operational Compliance Director, Internal Audit Manager, and the Chief Executive Officers and Chief Financial Officers of the Group’s business groups. It is tasked with ensuring the quality and effectiveness of the system. It relays the decisions and recommendations of the Chief Executive Officer, to whom it reports its findings. Its composition gives it the authority to coordinate the efforts of all actors involved in internal control and risk management in each business line or corporate function.

Lastly, the Board of Directors reviews all of the major assumptions and strategies laid down for OPmobility SE by the Senior Executives. It reviews the broad outlines of the internal control and risk management system and acquires an understanding of the various procedures involved in the preparation and processing of overall and financial information.

Internal control relating to the preparation of the Company’s financial and accounting information

Basis of preparation of the Group’s financial information

Concerning the preparation of the Group’s financial information and its consistency, the Finance Department has the following tasks:

• laying down financial and accounting standards for the Group, in accordance with international standards;
• determining the policy in respect of the preparation of financial information;
• coordinating information systems used for the preparation of financial and accounting data;
• reviewing subsidiaries’ financial information;
• preparing financial information for the Group’s consolidated financial statements.

The consistency of the Group’s financial statements is guaranteed by the use of the same accounting standards and a single chart of accounts by all Group entities. These standards and this chart of accounts take into account the specific characteristics of the subsidiaries’ various businesses. They are defined by the Group Accounting and Standards Department, which has sole authority to modify them.

This consistency is then ensured by the coordinated management of the information systems which combine to produce the financial information for each subsidiary of the Group. The reporting and accounts consolidation processes are standardized and unified by the use of a single software program. Also, based on a software package recommended by the Group, the activities have developed integrated management systems, deployed at almost all of their industrial, Research and Development and administrative sites, thus contributing to the control of information necessary to prepare the financial statements.

Consolidated Group financial information is prepared for the following key processes:

• weekly cash reporting;
• monthly reporting;
• interim consolidated reporting;
• annual budget.

These four processes apply to all subsidiaries controlled by OPmobility SE.

Financial reporting and control procedures

OPmobility Group's accounting function is decentralized in the subsidiaries. A first level of control and analysis of the financial statements is carried out at the local level, then at the central level in each activity. 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 and is reviewed at the Executive Committee meeting. The reporting package comprises in particular an income statement broken down by function, with an analysis of production costs, overheads, and Research and Development expenditure. It also includes a full cash flow statement, business forecasts for the subsequent three months and a set of environmental and safety indicators. The information is prepared at Group, activity and subsidiary level. The reporting provides comparisons between the various items: monthly actual, year-to-date actual compared with prior-year actual and current year budget. It provides an analysis of material differences.

The budget process begins in September each year. Prepared by each subsidiary and consolidated at the Group Activities level, it is submitted to the Senior Executives in November and validated by end-November before being presented to the Board of Directors of OPmobility SE. The budget comprises an income statement, cash flow statement and data concerning capital employed by subsidiary and by activity for the year N+1.

“Revised” forecasts are regularly produced to allow remedial measures to be made with a view to ensuring that initial budget targets are met. They also allow the Senior Executives to report reliably on changes in the situation.

The budget is based on the rolling strategic and financial plan, approved each year by the Senior Executives. It includes income statement and balance sheet projections for the four years following the fiscal year in progress. It also takes into account the sales, industrial and financial strategies of the Group and its activities.

Regarding cash management, OPmobility SE is responsible for managing the medium-term financing requirements of all the subsidiaries controlled by the Group. Plastic Omnium Finance SNC covers short-term financing needs. Through the latter, the Group centralizes its cash management and has set up a daily cash-pooling and netting system for all Group subsidiaries in all countries where local rules allow this practice. In addition, intragroup receivables and payables are netted monthly. In this way, it manages funding streams and verifies cash positions on a daily basis.

In general, subsidiaries cannot negotiate external financing arrangements without the prior authorization of the Group’s Central Treasury.

Plastic Omnium Finance is also responsible for controlling all currency and interest rate hedging transactions.

Cash reports are sent to the Senior Executives on a weekly basis. They include an analysis of the cash position of each activity, and of the Group, together with comparisons with the prior year and the budget for the current year.

No material incidents or significant changes occurred in 2024 that could have compromised the effectiveness of the internal control system described above.

Work planned in 2025

Committed to a process of continuous improvement of its internal control system, OPmobility SE will supplement certain procedures in order to make them more relevant, on the one hand, and to facilitate their appropriation by operational staff, on the other. This approach, in which the Risk Management Department and Internal Control Department are fully involved, covers our internal control procedures, accounting and financial procedures, and risk management procedures.

The Internal Audit Department plans to carry out 37 assignments in 2025.

To improve the internal control and risk management system, the Company will continue to apply the procedure for tracking progress on implementing recommendations from the internal audit assignments. In all of its segments, the Company will supplement the Internal Control review process (level 2 controls) introduced in 2023 with new controls. These reviews are undertaken using dedicated Internal Control resources in the business groups and at Group level.

3.Corporate governance

The information presented in this section constitutes the report of the Board of Directors on corporate governance prepared in accordance with the provisions of Articles L. 225-37 et seq., L. 22-10-9 and L. 22-10-10 of French Commercial Code. This report was presented to the Audit Committee, the Appointments and CSR 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 19, 2025.

It describes in particular 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. It also includes the Board’s diversity policy. The components of the compensation of directors are also specified, as well as the transactions in OPmobility shares declared by the directors in 2024 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code.

3.1Composition and conditions for the preparation and organization of the work of the Board of Directors

3.1.1Composition of the Board of Directors

3.1.1.1Balance of the composition of the Board of Directors

Pursuant to Articles 11 and 11a of the Company’s bylaws and in accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the French Commercial Code, the Board of Directors of OPmobility SE is composed of up to eighteen members, two of whom represent the Group’s employees when the number of directors is greater than or equal to eight.

The term of office of each director is three years and is renewable. Directors are appointed by the General Meeting for three-year terms expiring at the close of the General Meeting called during the year in which their term expires to approve the accounts for the previous fiscal year.

The balance of powers within the Board of Directors is based mainly on its consistent composition, the role of its Chairman and the qualities of its directors.

As of the date of this report, the Company is governed by a Board of Directors composed of fourteen members and a panel of two censors:

• 12 directors elected by the General Shareholders' Meeting in accordance with the provisions of the French Commercial Code, including the Chairman of the Board of Directors (Mr. Laurent Burelle), the Chief Executive Officer (Mr. Laurent Favre) and the Managing Director (Ms. Félicie Burelle);
• 2 directors representing the employees appointed in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code.

General Meeting of April 24, 2024,

• acknowledged the non-renewal of the director of Burelle SA, represented by Ms. Éliane Lemarié,
• ratified the co-option made by the Board of Directors on December 6, 2023 of Mr. Gonzalve Bich as director
• reappointed Ms. Anne-Marie Couderc and Ms. Lucie Maurel Aubert as directors,
• reappointed as director Mr. Laurent Burelle, Mr. Paul Henry Lemarié Mr. Gonzalve Bich and Mr. Alexandre Mérieux, and
• duly noted the resignation of Ms. Martina Buchhauser from her directorship.
•  

At December 31, 2024, the Board of Directors comprised five independent directors (see section 3.1.1.5); the percentage of independent directors was 42%. These independent directors fulfill their role well, given their profile and experience. They hold high-level responsibilities in international groups, which enables them to understand all aspects of the OPmobility Group’s activities, to inform discussions and to interact effectively with Senior Executives. It is specified here that, in accordance with the AFEP-MEDEF Code, the number of directors representing employees is not included in the calculation of the percentage of independent directors.

Each member of the Board of Directors of OPmobility SE is involved in the discussions and is a source of proposals. The diversity and complementarity of the directors' experience (managerial, financial, non-financial including ESG, digital, industrial, etc.) enables a rapid and in-depth understanding of OPmobility’s development challenges.

3.1.1.2Diversity policy applied to the Board of Directors: profiles, experience and expertise of current directors

In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced representation of women and men on Boards of Directors, the Board of Directors of OPmobility SE comprises seven female directors out of fourteen. For the assessment of the proportion of women and men on the Boards of Directors, Order No. 2024-934 of October 15, 2024 on a better balance between women and men among the directors of listed companies provides that directors representing employees who are not elected by the General Meeting are not taken into account. As the Board of Directors of OPmobility SE includes two directors representing employees at December 31, 2024, the assessment is made on the basis of 12 directors, of whom six are women, i.e. 50%.

In addition, the principle of balanced representation of women and men among directors representing employees, introduced by Order No. 2024-934 of October 15, 2024 and whose entry into force has been set for January 1, 2026 is already respected by OPmobility SE.

The Board of Directors of OPmobility SE endeavors have diverse profiles for its directors in terms of skills and nationalities.

Summary table of the diversity policy applied to the Board of Directors

SELECTION OF NEW DIRECTORS

The appointment of directors, put to the vote of the General Meeting, is subject to a transparent selection process.

When one or more directors' seats become vacant, and after considering the size of the Board of Directors, the Appointments and CSR Committee, together with the Chairman of the Board of Directors, defines the profile(s) sought, having regard in particular to the diversity policy and to ensure that the composition of the Board of Directors is in line with the Group's activities, challenges and strategic orientations, as well as with the rule of gender balance.

The skills matrix includes in particular the following criteria:

• management skills acquired in large French or foreign international companies;
• knowledge of the Group or its division sector;
• professional experience;
• financial and accounting expertise;
• CSR, R&D and digital skills;
• availability and commitment to perform their office.

On the basis of these profiles, the Chairman of the Appointments and CSR Committee, together with the Chairman of the Board of Directors, organizes the search and selection process for new independent directors, with, where appropriate, assistance from an external firm. Candidates are interviewed at the end of the process with a view to making a recommendation to the Board. During these interviews, the Appointments and CSR Committee ensures in particular the independence, availability and motivation of the prospective candidate(s) and their adherence to the Group’s values.

The replacement of directors appointed by the General Meeting whose position has become vacant during their term of office due to death or resignation is subject to the legal and regulatory provisions in force, it being specified that these provisions are not applicable in the event of a vacancy for any reason whatsoever of the seat of a director elected by the employees.

Thanks to the selection work by the Appointments and CSR Committee and the Board of Directors, the General Meeting can appoint responsible directors, able to exercise their total freedom of judgment and participate independently in the work and the collegial decisions of the Board as well as the activities of the Committees. The balance of powers put in place within the Board allows its members to exercise independent judgment with the presence of:

• the Chief Executive Officer and the Managing Director, who enrich the work and discussions of the Board;
• the Chairman of the Board, who takes care to develop a regular and trusting relationship between the Board and the Senior Executives, given, in particular, his expertise in governance matters and the quality of the exchanges with the Chief Executive Officer, based on a relationship of trust;
• directors who are particularly concerned about the long-term interests of the Company;
• five independent directors with a high level of experience, independence of mind, perspective and freedom of speech;
• two directors representing employees who have in-depth knowledge of the Company.

Selection process for new independent directors appointed by the General Shareholders' Meeting

When joining the Board of Directors, each director receives a copy of the Board’s Internal Rules, the bylaws of OPmobility SE, the Stock Market Ethics Charter and the Charter on identification and assessment of related-party agreements and unrestricted agreements. This corpus of rules adopted by the Company serves as a reference for the directors regarding the level of requirements expected by OPmobility SE. As soon as they take office, directors also receive support in the form of personalized discussions with the Chairman of the Board of Directors, the Chief Executive Officer, the Managing Director, the Chairmen of the Committees and the Board Secretary. Training is also offered to directors, particularly in terms of CSR, and directors who so wish can benefit from personalized support.

At December 31, 2024, the main characteristics of the composition of the Board of Directors were as follows:

	58 years average age of directors	50% women  directors	42% independent directors

Breakdown by age – men and women – Years in office

Qualifications and professional experience of the directors in office

The Board of Directors is committed to promoting gender equality and diversity in its composition regarding the qualifications, professional experience, nationality and age of its members. All directors bring the following qualities to the Board of Directors:

The directors have additional experience (international, financial, industrial, commercial expertise, etc.), with some having former, in-depth knowledge of OPmobility SE and its environment.

Regarding directors’ professional qualifications and experience, the Board’s objective is to ensure that its composition is appropriate to the activities of OPmobility SE, the challenges raised and its strategic orientations, thus contributing to the quality of the Board’s decisions. The subjects dealt with by the Board of Directors are becoming more complex, such as ESG issues, which are part of OPmobility’s strategy. It is therefore essential for the Board to continue to rely on competent directors who are committed to sustainability challenges.

The wide range of directors’ experiences should enable the Board to address ESG issues in a collegial manner and to analyze them with the help of internal and external experts. Thus, the Group’s climate strategy requires the support of experts in the climate science field to be able to examine the strategic implications of the main decarbonization levers identified, such as the supply chain strategy with regard to supplier commitment.

The table below summarizes the diversity and complementarity of the skills brought to the Board. This matrix is monitored and reviewed by the Appointments Committee and the Board of Directors, in particular to determine the profiles to be identified in the context of changes in Board composition. In this context, the Committee ensures that it incorporates a forward-looking vision, from short- to medium- and long-term in the development of skills, in line with the Company’s strategic orientations, by complementing or strengthening those already present on the Board.

Summary presentation of the Board of Directors as of December 31, 2024

First and last name		Age	Male/ Female	Nationality	No. of offices and positions in listed  companies (1)	Date of initial appointment	End of current term	Board seniority in terms of time in office	Study committees
									Audit	Appointments and CSR	Compensation
Chairman of the Board of Directors
	Laurent Burelle	75	M		1	06/18/1981	2027	43
Senior Executives
	Laurent Favre	53	M		1	01/01/2020	2027	5
	Félicie Burelle	45	F		2	04/27/2017	2026	7
Independent directors (2)
	Gonzalve Bich	45	M		1	12/06/2023	2027	1			
	Virginie Fauvel	50	F		1	04/26/2023	2026	2		
	Lucie Maurel Aubert	62	F		0	12/15/2015	2027	9		★
	Alexandre Mérieux	50	M		1	04/26/2018	2027	6			★
	Élisabeth Ourliac	65	F		0	12/07/2022	2025	2	★
Non-independent directors
	Anne-Marie Couderc	74	F		1	07/20/2010	2027	14			
	Vincent Labruyère	74	M		0	05/16/2002	2026	22	
	Paul Henry Lemarié	77	M		1	06/26/1987	2027	37
	Cécile Moutet	51	F		0	04/27/2017	2026	7
Directors representing employees
	Amandine Chaffois	44	F		0	07/04/2019	2025	5			
	Martin Krivan	42	M		0	06/20/2024	2025	0.5
Censors and Honorary Chairman
	Jean Burelle, Censor and Honorary Chairman	85	M		1	02/17/2021	2027	4
	Prof. Dr. Bernd Gottschalk, Censor	81	M		0	07/24/2023	2027	1
Number of offices, excluding OPmobility SE, held in listed companies. Independence within the meaning of the AFEP-MEDEF Code criteria  Member of the Committee ★Chairman of the Committee

Changes in the composition of the Board of Directors and its specialized committees in 2024

Two directors representing employees

Two directors representing the employees have been members of the Board of Directors since 2019. With a particular viewpoint linked to their knowledge of the business, they provide additional insight and enhance the quality of the Board’s discussions through their ability to understand the Group’s interests and define its risks in their capacity as employees. The directors representing the employees enrich the discussions of the Board of Directors in the service of a sustainable and long-term governance of the Company.

Amandine Chaffois, appointed by the France Group Works Council, is the Group’s Vice President of Environmental Sustainability.

Martin Krivan, appointed by the European Works Council, serves as Manufacturing Manager for the Exterior & Lighting business group in Slovakia.

Directors representing OPmobility employees are entitled to training and are offered an individualized program to enhance their knowledge of the company, understand their rights and obligations as directors and, if necessary, prepare them for membership on a specialized Board committee.

The term of office of Amandine Chaffois was renewed in 2022 for a new three-year term. Martin Krivan was appointed in June 2024 following the retirement of his predecessor, Ireneusz Karolak. Amandine Chaffois and Martin Krivan receive compensation as members of the Board of Directors in accordance with the same distribution rules as the other directors and censors. The components of their compensation as employees are not published.

List of offices and positions of directors and censors held during the fiscal year ended December 31, 2024

Nationality: French Business address:  OPmobility  1, allée Pierre Burelle  92300 Levallois-Perret First appointment: 06/18/1981 End of current term:  2027 Shares held at 12/31/2024: 609,142	Laurent Burelle Chairman of the Board of Directors of OPmobility 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, now named OPmobility, 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). He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium, since renamed OPmobility SE, in 1988, and then Chairman and CEO 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 OPmobility SE since January 1, 2020, and Chairman and CEO of Burelle SA since January 1, 2019. Laurent Burelle has been Chairman of AFEP (Association Française des Entreprises Privées) from May 2017 to July 2023. Laurent Burelle is also a director-founder of the Jacques Chirac Foundation. Laurent Burelle is a Grand Officier de l’Ordre National du Mérite and Commandeur de la Légion d’Honneur.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies and associations
Burelle SA		Chairman and CEO	●	●
Sofiparc		Chairman and CEO		●
Sofiparc Hotels		Chairman		●
Burelle Participations		Director		●
Jacques Chirac Foundation (association)		Director – Founder
International companies
Plastic Omnium Holding (Shanghai) Co. Ltd (China)		Director		●
Sogec 2 (Belgium)		Managing Director
Compagnie Financière de la Cascade SA (Belgium)		Chairman of the Board of Directors Managing Director
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group Experience of the Senior Executives		Knowledge of the automotive industry International profile	Financial expertise Industrial expertise ESG expertise, of which Governance

Nationality: French Business address:  OPmobility  1, allée Pierre Burelle  92300 Levallois-Perret First appointment: 01/10/2020 End of current term:  2027 Shares held at 12/31/2024: 17,831	Laurent Favre Chief Executive Officer of OPmobility 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 twenty years, he has held various positions of responsibility with leading German automotive equipment suppliers 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 has been Chief Executive Officer of OPmobility SE since January 2020. He has also been Chairman of the Franco-German Economic Club since September 2023.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies and associations
OPmobility Exterior Holding		Chairman and CEO		●
OPmobility C-Power Holding		Chairman		●
Plastic Omnium Finance		Manager		●
OPmobility Lighting Holding		Chairman and Chairman of the Supervisory Committee		●
Plastic Omnium Software House		Chairman and Chairman of the Supervisory Committee		●
Imerys		Independent director	●
Franco-German Economic Club (association)		Chairman
International companies
Plastic Omnium GmbH (1) (Germany)		Manager		●
Plastic Omnium New Energies (Belgium)		Director		●
Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd (China)		Director		●
Plastic Omnium Holding (Shanghai) Co. Ltd (China)		Chairman of the Board of Directors		●
OPmobility Holding USA Inc. (USA)		Chairman		●
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group Experience of the Senior Executives		Financial expertise Knowledge of the automotive industry	HR: Labor relations
(1) Company name change in January 2025: OPmobility Holding Germany GmbH

Nationality: French Business address:  OPmobility  1, allée Pierre Burelle  92300 Levallois-Perret First appointment: 04/27/2017 End of current term:  2026 Shares held at 12/31/2024: 20,127	Félicie Burelle Managing Director of OPmobility 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 2001 within the Plastic Omnium Group, since renamed OPmobility, as Accounting Manager of a subsidiary of the Auto Exteriors Division in Spain (Madrid), Félicie Burelle joined the Mergers & Acquisitions Department of Ernst & Young Transaction Services in 2005. In 2010, she rejoined Compagnie Plastic Omnium, since renamed OPmobility SE, and took over the Strategic Planning and Commercial Coordination Department of the Auto Exteriors 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. In 2015, she was appointed Strategy and Development Director of OPmobility SE and has been member of the Executive Committee since then. Appointed Chief Operating Officer of OPmobility SE on January 1, 2018, Félicie Burelle has been Managing Director since January 1, 2020.  Félicie Burelle is a Chevalier de la Légion d’Honneur.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies
Burelle SA		Director	●	●
Burelle Participations		Director		●
OPmobility Exterior Holding		Director		●
CIC Lyonnaise de Banque		Director
Plastic Omnium Software House		Member of the Supervisory Committee		●
Bouygues S.A.		Director	●
International companies
Compagnie Financière de la Cascade SA (Belgium)		Director
Plastic Omnium New Energies (Belgium)		Director		●
PLASTIC OMNIUM HOLDING (Shanghai) Co. Ltd (China)		Vice-Chairwoman of the Board of Directors (since April 2024)		●
Skills related to OPmobility SE’s strategy and development objectives
Experience of the Senior Executives Knowledge of the OPmobility Group		Knowledge of the automotive industry Financial expertise	CSR expertise Digital/New technologies

Nationalities:  American & French Business address:  Société BIC  12 boulevard Victor Hugo  92110 Clichy First appointment: 12/06/2023 End of current term:  2027 Shares held at 12/31/2024:  900	Gonzalve Bich Chief Executive Officer of Bic Group BIOGRAPHY Gonzalve Bich is a graduate of Harvard University, where he obtained a Bachelor of Arts in History in 2001. He began his career in management consulting at Deloitte, then joined the BIC group in 2003. Over the next fifteen years, he held regional and international positions in Human Resources, Marketing, Innovation and Business Operations. In 2018, he was appointed Chief Executive Officer of BIC SA. Gonzalve Bich was also, until March 2024, Chairman of Enactus, a platform that aims to inspire tomorrow's leaders to use innovation and business organization to create a better and more sustainable world. Gonzalve Bich sits on the international advisory board of EDHEC, a French business school.
Companies and associations		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies
BIC SA		Chief Executive Officer and Director	●
BIC International Development SAS		Chairman
EDHEC Business School		Director (International Advisory Board)
Foreign companies and associations
Cello Writing Instruments & Containers Pvt Ltd (India)		Director
Cello Pens Pvt Ltd (India)		Director
Pentek Pens & Stationery Pvt Ltd (India)		Director
BIC - Cello Exports Pvt Ltd (India)		Director
BIC UK Ltd (Great Britain)		Director
Weber LLC (USA)		Director
BIC International Co. (USA)		Chairman Chief Operating Officer and Director
Stewardship Foundation (USA)		Director
Enactus Global (USA)		Chairman of the Board and Director (until March 2024)
Skills related to OPmobility SE’s strategy and development objectives
General management experience Human Resources/Labor relations		Financial expertise International experience	Digital/New technologies Industrial knowledge

Nationality: French Business address:  Air France KLM  7 rue du Cirque  75008 Paris First appointment: 07/20/2010 End of current term:  2027 Shares held at 12/31/2024: 1,350	Anne-Marie Couderc Chairwoman of the Board of Directors of Air France KLM BIOGRAPHY After starting 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 of Hachette Filipacchi Associés and, from 2006 to 2010, General Secretary of Lagardère Active (press and audiovisual activities). From 2011 to 2017, she was Chairwoman of the Presstalis group (press distribution business). Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France-KLM since 2018. Anne-Marie Couderc is an Officier de la Légion d’Honneur and an Officier de l’Ordre national du Mérite.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies and foundations
Air France KLM		Chairwoman of the Board of Directors	●
Air France		Chairwoman of the Board of Directors
Transdev		Director Member of the Audit Committee Member of the CSR Committee
Ramsay – Générale de Santé		Director Chairwoman of the Compensation Committee Member of the Audit and Risk Committee
C.E.S.E		Member
Veolia Foundation		Director
Skills related to OPmobility SE’s strategy and development objectives
Experience of the Senior Executives Industry knowledge		CSR expertise Human Resources/Labor relations

Nationality: French Business address:  Harvest  5 rue de la Baume  75008 Paris First appointment: 04/26/2023 End of current term:  2026 Shares held at 12/31/2024: 900	Virginie Fauvel Chairwoman and Chief Executive Officer of the Harvest Group BIOGRAPHY An engineer by training, a graduate of the École des Mines de Nancy, Virginie Fauvel began her career at Cetelem in 1997, where she worked in risk forecasting. There, she discovered the world of digital technology and its ability to change industry and the economy. In 2008, Virginie Fauvel took over management of online banking and created Hellobank!. In 2013, she joined Allianz as a member of the Management Committee, where she led a digital transformation, before joining the Management Board of Euler Hermes in 2018. In 2020, she became CEO of Harvest, TechForFin specializing in wealth management, and thus succeeded the founders of this digital sector company.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies
Harvest SAS		Chairwoman and CEO
Pernod Ricard		Director Member of the Strategy Committee	●
CERES		Chairwoman and CEO
Medef		Co-Chairwoman of the Innovation and Digital Commission
Numeum		Director
Les Transformers		Vice-Chairwoman
Skills related to OPmobility SE’s strategy and development objectives
Experience of the Senior Executives Digital/New technologies		Financial expertise Industrial expertise/Research and innovation	CSR expertise

Nationality: French Business address:  Groupe Labruyère  70, avenue Édouard-Herriot  71009 Mâcon First appointment: 05/16/2002 End of current term:  2026 Shares held at 12/31/2024: 12,932	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, manufacturer of equipment for the preparation of materials. In 1981, he became head of Imprimerie Perroux, a printer of checkbooks and bank forms, which he diversified in 1985 by creating DCP Technologies, a subsidiary specializing in credit card manufacture and encoding. In 1989, he founded the SPEOS Group, specialized in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office in 2001. Vincent Labruyère then became Chief Executive Officer and later Chairman of the Management Board, and subsequently Chairman of the Supervisory Board of the Labruyère Group, a family-owned company operating vineyards in France and the United States, which also operates in commercial real estate, hotels and growth capital in France and abroad.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies
Groupe Labruyère		Chairman of the Supervisory Board
Société Financière du Centre		Chairman
SC Domaine Jacques Prieur Meursault		Manager
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group Experience of the Senior Executives Digital/New technologies		Financial expertise Industrial expertise/Research and innovation	International profile

Nationality: French Business address:  Burelle Participations  42, rue Paul-Vaillant Couturier 92300 Levallois-Perret First appointment: 06/26/1987 End of current term:  2027 Shares held at 12/31/2024: 315,900	Paul Henry Lemarié Chairman of the Board of Directors of Burelle Participations BIOGRAPHY Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (Diplôme d'Études Approfondies [DEA]) in Management and Finance from University of Paris-Dauphine. After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to the Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became Chairman of the Automotive Division. In 1987, he was appointed Chief Operating Officer of Compagnie Plastic Omnium SE, then Chief Executive Officer in 1988 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 31, 2020. Paul Henry Lemarié was Chairman and Chief Executive Officer of Burelle Participations from July 2021 to December 31, 2023, then became Chairman of the Board of Directors on January 1, 2024.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies
Burelle Participations		Chairman of the Board of Directors		●
Burelle SA		Director	●	●
Sofiparc		Director		●
International company
Garamond (Belgium)		Director
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group Experience of the Senior Executives		Knowledge of the automotive industry Financial expertise

Nationality: French Business address:  Rothschild Martin Maurel  29, avenue de Messine  75008 Paris First appointment: 12/15/2015 End of current term:  2027 Shares held at 12/31/2024: 910	Lucie Maurel Aubert Chairwoman of the Board of Directors of Rothschild Martin Maurel/Vice-Chairwoman of the Supervisory Board of Rothschild & Co BIOGRAPHY After starting her professional career in 1985 as a business attorney in the law firm Gide Loyrette Nouel, Lucie Maurel Aubert joined, in 2002, the family bank Martin Maurel, of which she has been a director since 1999. In 2007, Lucie Maurel Aubert was appointed Managing Director of Compagnie Financière Martin Maurel, followed by Vice-Chairwoman and Managing Director in 2011. In 2013, she was appointed Chief Executive Officer of Banque Martin Maurel. Since 2020, Lucie Maurel Aubert has been Vice-Chairwoman of the Supervisory Board of Rothschild & Co and Chairwoman of the CSR Committee. Since 2023, Lucie Maurel Aubert has been Chairwoman of the Board of Directors of Rothschild Martin Maurel. Lucie Maurel Aubert is a Chevalier de la Légion d’Honneur and Officier de l'Ordre National du Mérite.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies and associations
Rothschild Martin Maurel		Chairwoman of the Board of Directors
Rothschild & Co		Vice-Chairwoman of the Supervisory Board
Association Française des Banques		Vice-Chairwoman
SNEF		Director
Robertet		Director
Foundation for the Festival of Aix en Provence - Academy of Fine Arts		Member of the Board of Directors
Skills related to OPmobility SE’s strategy and development objectives
Experience of the Senior Executives CSR expertise		Financial expertise

Nationality: French Business address:  bioMérieux  376, chemin de l’Orme  69280 Marcy l’Étoile First appointment: 04/26/2018 End of current term:  2027 Shares held at 12/31/2024: 1,000	Alexandre Mérieux Executive Chairman of bioMérieux BIOGRAPHY Alexandre Mérieux graduated from the University of Lyon-I 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. Managing Director in 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and then the Microbiology unit between 2011 and 2014. He was Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023. On July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
French companies and foundations
bioMérieux SA		Executive Chairman and Director	●
Institut Mérieux		Vice-Chairman, Managing Director and director
Finance Senior Mendel SAS		Representative of Mérieux Participation 2, director
Christophe et Rodolphe Mérieux Foundation		Director
Mérieux Foundation		Director
Mérieux Développement SAS		Chairman
Mérieux Equity Partners		Chairman
Compagnie Mérieux Alliance		Chief Executive Officer
SCI ACCRA		Manager
Jacques Chirac Foundation		Director
International company
Mérieux NutriSciences Corporation (USA)		Chairman
Skills related to OPmobility SE’s strategy and development objectives
Experience of the Senior Executives Digital/New technologies		CSR expertise Human Resources/Labor relations	Industrial expertise International profile

Nationality: French Business address:  OPmobility  1, allée Pierre Burelle  92300 Levallois-Perret First appointment: 04/27/2015 End of current term:  2026 Shares held at 12/31/2024: 8,160	Cécile Moutet Director of OPmobility 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 communications consultant. In 2009 and 2010, Cécile Moutet worked at IRMA Communication (which became Cap & Cime PR in 2010) and coordinated various consulting assignments.
Companies		Positions and offices held	Listed company	OPmobility Group company/Burelle SA Group company
International company
Financière Protea SA (Belgium)		Director
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group International profile		Industrial knowledge

Nationality: French Business address:  Toulouse School of Management  2 rue du Doyen Gabriel Marty  31042 Toulouse Cedex 9 First appointment: 12/07/2022 End of current term:  2025 Shares held at 12/31/2024: 900	Élisabeth Ourliac Chairwoman of Toulouse School of Management BIOGRAPHY Élisabeth Ourliac is a graduate of the Grande Ecole Program of Toulouse Business School, has a law degree from the University of Toulouse and holds a diploma from the Franco-German Chamber of Commerce and the Executive Program from Stanford University School of Business. Élisabeth Ourliac started her career in an audit firm, and then joined Airbus in 1983. After holding several positions of responsibility within the Finance Department, she became Director of Audit in 2000 and then Director of Audit and Risk Management until 2007. In 2008, Élisabeth Ourliac became Director of Commercial Aircraft Business Strategy, where she participated in the establishment of the Airbus final assembly plant on the American continent. From 2016 to 2022, Élisabeth Ourliac has been Vice-President Strategy at Airbus. Élisabeth Ourliac is also Chairwoman of the Board of Directors of the Toulouse School of Management and a member of the Board of Directors of the International Women Forum. Élisabeth Ourliac is a Chevalier de la Légion d’Honneur and an Officier de l'Ordre National du Mérite.
Companies		Positions and offices held	Listed company	Group company OPmobility/Burelle SA
French companies
Toulouse School of Management		Chairwoman of the Board of Directors
EO Advisory		Chairwoman
International companies
International Women Forum (USA)		Vice Chairwoman of the Board of Directors and Director
Skills related to OPmobility SE’s strategy and development objectives
Expertise of the Senior Executives Financial expertise / Audit		Industrial knowledge International profile

Nationality: French Business address:  OPmobility  1, allée Pierre Burelle  92300 Levallois-Perret First appointment: 07/04/2019 End of current term:  2025	Amandine Chaffois Director representing the employees of OPmobility SE 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 the Plastic Omnium Group in 2004 as part of her end-of-studies internship in the Exterior Systems segment in the Plastic Omnium Industries activity. She then held various positions in the purchasing departments in France, Brazil and the United States. Appointed Director of Launches for Europe in September 2018, then Innovation Director for the Exterior Systems segment, Amandine Chaffois has been Group VP Environmental Sustainability since  2021. Amandine Chaffois has been appointed Group VP OP'nsoft on March 1, 2024. The term of office of Amandine Chaffois as employee director of OPmobility SE was renewed for a further three years by the France Group Works Council on July 6, 2022.
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group International profile		Knowledge of the automotive industry CSR expertise

Nationality: Slovakian Business address:  OPmobility  Lozorno 995,  SK-900 55 Lozorno, Slovakia First appointment: 06/20/2024 End of current term:  2025	Martin Krivan Director representing the employees of OPmobility SE BIOGRAPHY Martin Krivan is a graduate engineer of the University of Matéj Bel in Slovakia and holds a Master’s degree in International Industrial Project Management from the École Nationale des Arts et Métiers in Cluny, France. His studies in France led him to integrate French companies with international activities, first within the Dirickx Group, where he was in charge of production performance projects and the restructuring of the administration of the sites located in France, Slovakia and the Czech Republic. He then became Purchasing Manager for the Beijing site in China. In 2011, Martin Krivan joined OPmobility, and more specifically the Exterior & Lighting business broup, in the heart of the R&D center in Bratislava, Slovakia, where he carried out project management assignments, then managed the Manufacturing Process Development team. In 2014, he left for China and OPmobility’s R&D sites for the manufacture of composite products, where he spent two years. Since 2021, he has been a member of the Operations Management team, as Technical Team Manager and Continuous Improvement for the Poland and Slovakia Region. Martin Krivan was appointed employee director of OPmobility SE by the European Works Council on June 20, 2024 for the duration of his predecessor’s term of office, i.e. until 2025.
Skills related to OPmobility SE’s strategy and development objectives
Knowledge of the OPmobility Group International profile		Knowledge of the automotive industry Human Resources

Information about the honorary chairman of the panel of censors

Honorary Chairman

The Honorary Chairman is appointed on an honorary basis on the proposal of the Chairman of the Board of Directors. Unless otherwise decided by the Board, this appointment is made for an indefinite period.

The Honorary Chairman is invited to attend Board meetings without voting rights. He participates in the Group’s major events.

The Honorary Chairman does not receive any compensation for his position. Travel expenses incurred by the Honorary Chairman are reimbursed upon presentation of the corresponding receipts.

Panel of censors

Pursuant to Article 17 of the bylaws, the Board of Directors may appoint one or more censors. Their term of office is three years and renewable.

Censors are invited to the meetings of the Board of Directors and take part in the deliberations in an advisory capacity. They may be consulted by the Chairman of the Board of Directors on the Group’s strategic orientations and, more generally, on all subjects concerning the organization or development of the Company. Committee Chairmen may also request their opinions on subjects falling within their respective areas of responsibility.

Their absence does not affect the validity of the deliberations of the Board of Directors.

OPmobility SE currently has two censors: Mr. Jean Burelle, director of OPmobility from 1970 to 2021, who provides the Board of Directors with his in-depth knowledge of the Group and the international environment, and Prof. Dr. Bernd Gottschalk, director of OPmobility SE from 2009 to 2023, who contributes in particular to the Board of Directors’ discussion on the evolution of the automotive market as well as on the environmental challenges related to the Group’s activities.

The term of office of Mr. Jean Burelle as a censor was renewed by a decision of the Board of Directors on February 21, 2024 for a new period of three years, and Prof. Dr. Bernd Gottschalk was appointed a censor by decision of the Board of Directors on July 21, 2023 for a period of three years, i.e. both until the end of the Board of Directors meeting which will approve the 2026 financial statements.

Nationality: French Business address:  Burelle SA  1, allée Pierre Burelle  92300 Levallois‑Perret First appointment: 02/17/2021 End of current term:  2027 Shares held at 12/31/2024: 416,378	Jean Burelle Censor and Honorary Chairman of OPmobility SE 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 the Plastic Omnium Group in 1967 as Department Director. 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 CEO of Burelle SA, of which he was a director until December 2023. He was also a member of the Supervisory Board of Soparexo SCA until June 2023. Since December 2023, Jean Burelle has been Honorary Chairman of Burelle SA. Jean Burelle was the Chairman of MEDEF International from November 2005 until May 2016, when he became Honorary Chairman and director. From 1977 to 2009, he was a director of Essilor International and Chairman of the Directors Committee. Jean Burelle is an Officier of the Légion d’Honneur and an Officier de l’Ordre National du Mérite.
Companies		Positions and offices held	Listed company	Group company OPmobility/Burelle SA
French companies and foundations
Burelle SA		Honorary Chairman	●	●
Burelle Participations		Director		●
Sofiparc		Director		●
MEDEF International		Honorary Chairman Director
Association pour le Rayonnement de l’Opéra National de Paris (AROP)		Director
International companies
Sogec 2 SA (Belgium)		Chairman of the Board of Directors Managing Director
Financière Protea SA (Belgium)		Chairman of the Board of Directors Managing Director

Nationality: German Business address:  AutoValue GmbH  Feldbergstraße 51  60325 Frankfurt‑am‑Main First appointment: 07/21/2023 End of current term:  2027 Shares held at 12/31/2024: 2,400	Prof. Dr. Bernd Gottschalk Founder and Chairman of AutoValue GmbH BIOGRAPHY Doctorate in economics, Prof. Dr. Bernd Gottschalk studied economics at the University of Hamburg and Saarbrücken, then at Stanford (California). He began his career in Finance at Daimler Benz AG Group, and then became Plant Manager, before being appointed Chairman of Mercedes-Benz Brasil. In 1992, he was appointed to the Executive Committee of the Daimler Benz AG Group, Global Vice-President of the Commercial Vehicles Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman of the Federation of German Automotive Industry (VDA) and, in 2007, created AutoValue GmbH, an automotive consultancy that he has headed since that date.
Companies		Positions and offices held	Listed company	Group company OPmobility/Burelle SA
International companies
AutoValue GmbH (Germany)		Chairman
Schaeffler AG (Germany)		Director
Bentler international AG (Austria)		Director
Aeye Inc. (USA)		Director Member of the Audit Committee Chairman of the Appointments and Governance Committee

3.1.1.3Changes in the terms of office and positions of the Board of Directors

Changes in 2024

Ratification of the co-option of a director: Mr. Gonzalve Bich

The General Meeting of April 24, 2024 ratified the co-option made by the Board of Directors on December 6, 2023, of Mr. Gonzalve Bich as director for the duration of his predecessor’s term of office, i.e. until the end of the General Meeting called to approve the 2023 financial statements.

Renewal of the term of office of seven directors: Mr. Laurent Burelle, Mr. LAURENT FAVRE Mr. PAUL HENRY LEMARIÉ Mr. GONZALVE BICH, Ms. ANNE-MARIE COUDERC, Ms. LUCIE MAUREL AUBERT and Mr. Alexandre Mérieux

The General Meeting of April 24, 2024 renewed the terms of office for a period of three years of Mr. Laurent Burelle, director of OPmobility SE since 1981, Mr. Laurent Favre, director of OPmobility SE since 2020, Mr. Paul Henry Lemarié, director of OPmobility SE since 1987, Mr. Gonzalve Bich, director of OPmobility SE since 2023, Ms. Anne-Marie Couderc, director of OPmobility SE since 2010, Ms. Lucie Maurel Aubert, director of OPmobility SE since 2015 and Mr. Alexandre Mérieux, Director of OPmobility SE since 2018.

End of term of office of three directors: BURELLE SA, represented by Ms. Éliane Lemarié, Ms. Martina Buchhauser, Mr. Ireneusz Karolak

Burelle SA, director since 1987, represented by Ms. Éliane Lemarié, director since 2009, not wanting to renew its term of office, the General Meeting of April 24, 2024 acknowledged this decision.

The Board of Directors meeting of February 21, 2024 acknowledged the resignation of Ms. Martina Buchhauser effective April 24, 2024.

Mr. Ireneusz Karolak, director representing employees since 2019, having decided to retire, resigned from his position with OPmobility SE on June 20, 2024.

Appointment of a new director representing employees: Mr. Martin Krivan

The European Works Council of OPmobility of June 20, 2024 appointed Mr. Martin Krivan as director representing employees for the remainder of the term of office of his predecessor, Mr. Ireneusz Karolak, i.e. until June 2025.

Changes to the composition of the Board of Directors and Committees in 2025

Renewal of the term of office of a director: Ms. Élisabeth Ourliac

The term of office of Ms. Élisabeth Ourliac will expire at the end of the General Meeting of April 24, 2025.

The Appointments and CSR Committee recommends the reappointment of Ms. Élisabeth Ourliac as director for a term of three years.

Ms. Élisabeth Ourliac has been a director of OPmobility SE since December 2022. She has been Chairwoman of the Audit Committee since December 2024. She began her professional career in an audit firm before joining Airbus in 1983. After holding several positions of responsibility within the Finance Department, she became Director of Audit in 2000 and then Director of Audit and Risk Management until 2007. In 2008, Élisabeth Ourliac was appointed Director of Commercial Aircraft Business Strategy, where she helped establish the Airbus final assembly plant on the American continent. From 2016 to 2022, Élisabeth Ourliac was Vice-President Strategy at Airbus.

Ms. Élisabeth Ourliac acts as an independent director with commitment and freedom of judgment. She brings to the Board her recognized financial expertise, combined with international business experience. She makes an active contribution, particularly as Chairwoman of the Audit Committee, to the development of a sustainable business model based on both economic as well as environmental and societal excellence.

Over the two years of her term of office as Director, Ms. Élisabeth Ourliac’s attendance rate was 100% for Board meetings and 100% for the Audit Committee.

Composition of the Board of Directors and Committees following the General Meeting of April 24, 2025

Subject to the approval of the resolutions submitted to the vote of the General Meeting to be held on April 24, 2025, at the end of this General Meeting, the Board of Directors of OPmobility SE will be composed of 14 members. The percentage of independent directors will be 42% and the percentage of women, 50%, with directors representing the employees not being taken into account in calculating these rates.

The composition of the Committees of the Board of Directors would be as follows:

• the Audit Committee is chaired by Ms. Élisabeth Ourliac. Ms. Lucie Maurel Aubert and Mr. Vincent Labruyère are members;
• the Compensation Committee is chaired by Mr. Alexandre Mérieux. Ms. Anne-Marie Couderc, Ms. Amandine Chaffois, director representing employees, and Mr. Gonzalve Bich are members;
• the Appointments and CSR Committee is chaired by Ms. Lucie Maurel Aubert. Ms. Anne-Marie Couderc and Ms. Virginie Fauvel are members.

3.1.1.4Responsible directors

Within the scope of the law and the rights and duties of directors as defined in the Internal Rules of the Board of Directors of OPmobility SE and in accordance with the AFEP-MEDEF Code, directors and censors are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics.

Statements on the position of directors

Existing family ties between directors

Mr. Laurent Burelle and Mr. Jean Burelle are brothers; Mr. Paul Henry Lemarié is the brother-in-law of Mr. Laurent Burelle and Mr. Jean Burelle.

Ms. Félicie Burelle is the daughter of Mr. Laurent Burelle.

Ms. Cécile Moutet is the daughter of Mr. Jean Burelle.

There are no family ties between the other directors of OPmobility SE.

No conviction or incrimination of directors

Each director has declared, as they do every year, that he/she:

• has not been convicted of fraud in the last five fiscal years;
• has not been involved as a director in a bankruptcy, receivership or liquidation during the last five years;
• is not the subject of an official public offense and/or sanction pronounced by a statutory or regulatory authority;
• has not been prevented by a court from acting as a member of a management, administrative or supervisory body of an issuer, nor from participating in the management or conduct of the affairs of an issuer during the last five years.

Management of conflicts of interest

Directors are required to act in the interests of the Company in all circumstances.

Each year, the Board of Directors examines potential situations of conflicts of interest and the agreements reported to it pursuant to Article 6.2 of its Internal Rules.

The Appointments and CSR Committee conducts an annual review of the summary table, prepared by the Company, of financial flows during the fiscal year between OPmobility SE and interested parties within the meaning of the regulations to report to the Board of Directors as part of the regular assessment procedure for current agreements entered into under normal conditions pursuant to Article L. 22-10-12 of the French Commercial Code. If there is any doubt as to whether an agreement qualifies as a related-party agreement, the Committee verifies that it is of an ordinary nature and complies with normal conditions, so that the Board can apply the procedure applicable to related-party agreements. In this case, the persons directly or indirectly concerned in this agreement do not take part in this assessment.

In addition to the provisions of the French Commercial Code applicable to related-party agreements, the Internal Rules of the Board of Directors set out the specific rules for preventing conflicts of interest applicable to directors in the following terms:

On the basis of the declarations prepared by each director in application of the delegated regulation (EU) no. 2019/980 supplementing regulation (EU) no. 2017/1129 called “Prospectus 3,” the Board of Directors has not identified any potential conflict of interest between the duties of the directors with respect to OPmobility SE and their private interests and/or other duties. In particular, based on the work of the Appointments and CSR Committee, the Board of Directors found no business relationships of any nature between the OPmobility Group and any of its directors which could lead to conflicts of interest.

Information on service contracts binding members of the administrative bodies

No director is bound either to the Company or to its subsidiaries through service contracts providing benefits of any kind.

Stock Exchange ethics

The Board of Directors is aware of the applicable rules on the prevention of insider misconduct, in particular the periods during which trading in securities of the Company is prohibited. It ensures that its Internal Rules and the Stock Exchange Ethics Charter are regularly updated. The stock exchange ethics charter was reviewed by the Board of Directors on February 19, 2024, specifying certain wordings to make the charter more explicit.

On the basis of laws, regulations and market recommendations, OPmobility SE’s Stock Market Ethics Charter sets out the legal and regulatory framework applicable to insider information in order to enable each director to avoid breaching these rules.

Insider information is specific non-public information which, if it were to be made public, could have an appreciable influence on the share price. This insider information can be of three main types in particular: strategic, linked to the definition and implementation of the Group’s development policy; recurring, linked to the annual calendar for the production and publication of annual and interim financial statements, regular communications or periodic meetings dedicated to financial information; or ad hoc, linked to a given project or financial transaction.

This Charter explains what is prohibited when holding inside information, in particular when it involves carrying out or having carried out financial transactions in OPmobility shares on the stock market. It reiterates that misconduct in this area is subject to criminal penalties.

Directors with permanent insider status are particularly requested not to carry out transactions on the securities of OPmobility during certain periods if they have insider information. The Internal Rules of the Board of Directors mention the obligation for all members of the Board of Directors and all censors of OPmobility SE to comply with the terms of the Charter. Members are periodically reminded of these obligations by the Company.

In the meeting of the Board of Directors of December 11, 2024, each director and censor received the schedule of closed periods for 2025 outside of which they may trade in OPmobility shares.

The confidentiality obligations for inside information are also defined in the Internal Rules of the Board of Directors of OPmobility SE.

Furthermore, the directors notify the French Financial Markets Authority (AMF – Autorité des Marchés Financiers) of each transaction carried out by themselves, or by persons closely related to them, involving OPmobility securities (see section 3.2.5 “Summary of transactions reported by executive corporate officers and directors during fiscal year 2024”).

3.1.1.5Independent directors

Directors who exercise their judgment freely

All the directors of OPmobility SE have access to permanent information and resources adapted to the performance of their duties. Each has a duty of care and participates independently in the work and decisions of the Board and, where applicable, its review Committees. Each director is subject to compliance with the rules in force on conflicts of interest.

Directors qualified as independent according to the criteria defined by the AFEP-MEDEF Code

Article 6.6 of the Internal Rules provides that the Board of Directors must carry out an annual assessment of the independence of each director with regard to the criteria of the AFEP-MEDEF Code to which it refers, i.e.:

Criterion 1: Employee or director during the past five years

Is not or has not been during the past five years:

• employee or executive corporate officer of the Company;
• employee, executive corporate officer or director of a company consolidated by the Company;
• employee, executive corporate officer or director of the Company’s parent company or of a company consolidated by this parent company.

Criterion 2: Cross-directorships

Is not an executive corporate officer of a company in which the Company directly or indirectly holds an office of director or in which an employee designated as such or an executive corporate officer of the Company (at present or having been at any time in the past five years) holds an office of director.

Criterion 3: Significant business relations

Is not a significant customer, supplier, investment banker, corporate banker or adviser:

• of the Company or its Group;
• or for which the Company or its Group represents a significant part of its activity.

The assessment as to whether or not the relationship with the Company or its Group is significant is discussed by the Board, and the quantitative and qualitative criteria leading to this assessment (continuity, economic dependence, exclusivity, etc.) are explained in the annual report.

Criterion 4: Family ties

Does not have close family ties with a director.

Criterion 5: Statutory Auditors

Has not been Statutory Auditor of the Company during the past five years.

Criterion 6: Term of office over twelve years

Has not been a director of the Company for more than twelve years. Loss of status as independent director occurs on the twelfth anniversary of the start of the term of office.

Criterion 7: Status of non-executive corporate officer

A non-executive corporate officer cannot be considered independent if he or she receives variable compensation in cash or shares, or any compensation linked to the performance of the Company or of the Group.

Criterion 8: Status of major shareholder

Directors representing major shareholders in the Company or its parent company may be considered as independent providing these shareholders do not participate in the control of the Company. However, above a threshold of 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, systematically reviews the classification as independent, taking account of the composition of the Company’s capital and the existence of any potential conflict of interest.

At its meeting of February 19, 2025, the Board of Directors, on the proposal of the Appointments and CSR Committee, examined the independence of the directors as of December 31, 2024. On the proposal of this committee, the Board considered, in accordance with the AFEP-MEDEF Code to which the Company refers, that a director is independent when “he or she has no relationship of any kind with the Company, its Group or its management that could compromise the exercise of his or her freedom of judgment.”

As of December 31, 2024, in addition to Mr. Laurent Favre and Ms. Félicie Burelle, executive corporate officers, it is specified that the following directors cannot be considered as independent:

• Mr. Laurent Burelle, Mr. Paul Henry Lemarié and Ms. Cécile Moutet are related to at least one of the executive corporate officers;
• Mr. Vincent Labruyère and Ms. Anne-Marie Couderc, by virtue of their length of service as directors of OPmobility SE, which amounts respectively to 22 years and 14 years;
• Ms. Amandine Chaffois and Mr. Martin Krivan, directors representing the employees appointed in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code.

Independence of directors as of December 31, 2024 with regard to the AFEP-MEDEF Code independence criteria

As of December 31, 2024, five directors out of twelve (excluding directors representing employees) were considered independent:

• Mr. Gonzalve Bich
• Ms. Virginie Fauvel
• Ms. Lucie Maurel Aubert
• Mr. Alexandre Mérieux
• Ms. Élisabeth Ourliac

This gives 42% independent directors, in accordance with the provisions of the AFEP-MEDEF Code recommending, for controlled listed companies, a minimum of one-third independent directors, the number of directors representing employees not being included in establishing the percentage of independent directors.

3.1.1.6Multiple directorships held by directors

The number of corporate offices held by directors in companies outside the Group, including international companies, was assessed as of February 19, 2025 in accordance with the recommendations of the AFEP-MEDEF Code, according to which “executive corporate officers must not hold more than two other directorships in listed companies outside their Group, including international companies […]. Directors must not hold more than four other corporate offices in listed companies outside their Group, including international companies.”

Summary of multiple directorships held by members of the Board of Directors

3.1.2Conditions for the preparation and organization of the work of the Board of Directors

3.1.2.1Functioning of the Board of Directors

The Board of Directors met four times in 2024. A meeting was organized on December 11, 2024 , at the Alphatech site, a research and innovation center located in Venette, France, to present innovations and products from different segments of the Group to the members of the Board of Directors.

Three committees prepare the Board’s discussions and deliberations, and eight meetings were organized in 2024:

• 3 meetings of the Audit Committee;
• 3 meetings of the Appointments and CSR Committee, and
• 3 meetings of the Compensation Committee.

Directors may propose any subject relevant to good governance on the agenda of the Board and its Committees. The directors of OPmobility SE are regularly informed of all of the Company’s activities and its performance.

Discussions within the Board, led by its Chairman, are conducted in a transparent and in-depth manner.

Frequency, duration and participation in meetings

The functioning of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 3 of the Internal Rules of the Board of Directors.

The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Rules, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Rules.

In accordance with Article 11 of the bylaws, all directors must own at least 900 shares of the Company, to be acquired during open periods. This obligation does not apply to directors representing employees.

The functions of Chairman of the Board of Directors and Chief Executive Officer have been separate since 2020. Mr. Laurent Burelle is Chairman of the Board of Directors, Mr. Laurent Favre is Chief Executive Officer and Ms. Félicie Burelle is Managing Director.

The Board Secretary assumes the responsibilities of the secretariat of the Board and draws up the minutes of its meetings.

Executive sessions

The directors meet at least once a year without the presence of executive corporate officers, to conduct an overview of the functioning of governance and to assess the performance of the Chairman of the Board of Directors, Chief Executive Officer and Managing Director. The Chairwoman of the Appointments and CSR Committee chairs this meeting. She informs the members of the Board of Directors of the holding of these meetings and of their main conclusions. An executive session was held on October 25, 2024.

Attendance

The preparation and holding of Board meetings require significant investment and availability on the part of the directors. In 2024, the average attendance rate at Board meetings was 94%. The individual rate at Board and Committee meetings is detailed below. The breakdown of the compensation awarded to the directors, established according to the attendance of each of them at the meetings of the Board and the various committees, is detailed in section 3.2.1 “Compensation of directors in 2024” of this report.

Individual attendance of directors and censors at Board and Committee meetings in 2024

Senior Executive procedures

OPmobility SE has a corporate governance method adapted to its specificities and which is part of a constant process of progress. The procedures used by the Senior Executives to manage OPmobility SE have always been decided in the best interest of the Company and with the constant concern to enable the corporate governance method chosen to optimize the economic and financial performance of the Group and create the most favorable conditions for its long-term development.

At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Laurent Burelle has been Chairman of the Board of Directors, Laurent Favre is Chief Executive Officer and Félicie Burelle is Managing Director.

The organization of the Senior Executives guarantees the sustainability of the Group’s performance and commitments, as well as the quality of its governance.

Mr. Laurent Burelle brings to the Board of Directors and the Senior Executives his successful and recognized experience in both positions. The Board can count on its expertise in governance matters to meet the expectations of stakeholders.

Role of the Chairman of the Board of Directors

Mr. Laurent Burelle, as Chairman of the Board of Directors, organizes and directs the work of the Board, on which he reports to the General Meeting. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. In this respect, the Chairman:

• convenes meetings of the Board according to a schedule of meetings communicated to the directors and decides whether to convene the Board at any other time, if necessary;
• prepares the agenda, supervises the creation of the Board file and ensures the completeness of the information contained therein;
• ensures that certain topics are discussed by the committees in preparation for Board meetings and ensures that they have the power to make proposals to the Board;
• leads and directs the discussions of the Board;
• ensures that directors comply with the provisions of the Board’s Internal Rules;
• prepares and organizes, in conjunction with the Appointments and CSR Committee, the periodic assessment of the Board;
• ensures the smooth organization of the General Shareholders' Meeting, which he chairs.

He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers.

The Chairman of the Board takes care to develop and maintain a relationship of trust between the Board and Senior Executives in order to guarantee the permanence and continuity of the implementation of the orientations defined by the Board.

The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for opinion, and that principles of good governance apply. In particular, he ensures that the directors are provided with the clear and appropriate information necessary to the performance of their duties in a timely manner.

The Chairman ensures the proper organization of the General Shareholders' Meeting which he chairs, answers shareholders’ questions and more generally ensures good shareholder relations.

Should the Chairman be unable to attend, he is replaced by the Chief Executive Officer or the Managing Director, themselves directors, or, in their absence, by another director chosen by the Board at the beginning of the meeting.

Relations between the Chairman of the Board of Directors and Senior Executives

Taking into account the experience and expertise of Mr. Laurent Burelle, as well as his in-depth knowledge of the Group and automotive industry markets, the Chairman acts in close collaboration with the Chief Executive Officer who, with the support of the Managing Director, is responsible for the management and operational management of the Company. The Board of Directors decided to extend the missions entrusted to the Chairman. At its meeting on December 11, 2024, on the recommendation of the Appointments and CSR Committee, the Board of Directors defined the organization of relations between the Chairman and Senior Executives as follows for 2025, thus confirming decisions made previously. The Chairman of the Board of Directors approves:

• the annual budget and the five-year strategic plan, after being regularly informed by the Chief Executive Officer of the progress of its preparation;
• proposed disposals and acquisitions with a value of more than €50 million or revenue exceeding €100 million;
• movements within the Executive Committee;
• the raising or cancellation of loans and banking agreements;
• strategic changes related to the Corporate Social Responsibility (CSR) policy.

In close collaboration with the Chief Executive Officer, he is also responsible for banking relations with the Senior Executives of banking institutions and choices in relation to tax matters for the OPmobility Group and its subsidiaries.

The Chairman of the Board of Directors coordinates with the Chief Executive Officer, who is responsible for the steering and operational management of the Group. In addition to the exercise of the powers conferred on him by French law, the Chairman may be consulted by the Chief Executive Officer on any matter relating to the running of the Company.

He is kept regularly informed by the Chief Executive Officer of significant events in the life of the Group, particularly with regard to strategy, organization, investments and divestments.

The Chairman of the Board of Directors ensures that the OPmobility Group’s values and culture are respected.

The Board of Directors considers that this organization guarantees the sustainability of the Group’s performance, values and commitments as well as the quality of its governance.

Relations between the Board of Directors and Senior Executives

The Senior Executives communicate transparently with the directors and keep them regularly informed of the Company’s operations and its performance.

The Board has the means to deal freely with issues that concern it, in particular the Company’s strategic orientations, to monitor and ensure their implementation and to control their proper management.

The Chairman of the Board of Directors is kept regularly informed by the Chief Executive Officer of significant events in the Group. If necessary, he informs members of the Board in between meetings. Only the Chairman is entitled to speak on behalf of the Board. He conducts the work of the Board in order to obtain the support and commitment of the directors for the actions of the Chief Executive Officer and to ensure the development of the Company with complete confidence.

The Board of Directors may meet at any time, depending on current events.

Directors’ rights and obligations

The Internal Rules of the Board of Directors provide that its members are subject to obligations such as to:

• act in the corporate interest;
• inform the Chairman of the Board and the Board of any situation of conflict of interest, even a potential one, and refrain from voting on any deliberation for which such a situation of conflict of interest exists;
• perform their duties in compliance with legal provisions, in particular those relating to limits on the number of terms of office, and attend Board and Committee meetings;
• be informed so that they can make a useful contribution to the topics on the agenda;
• consider themselves bound by true professional secrecy and be bound by an obligation of loyalty;
• comply with the Company’s Stock Exchange Ethics Charter, in particular with regard to securities transactions;
• inform the Chairman of the Board of Directors without delay of any agreement entered into by the Company in which they are directly or indirectly interested or which has been entered into by an intermediary.

Directors’ information

The Chairman of the Board of Directors shall provide the directors with sufficient time to enable them to fully perform their duties. In addition, the Chairman of the Board of Directors constantly communicates to the members of the Board any material information concerning the Company. Each director receives and may request all information necessary for the performance of their duties. For this purpose, the directors may meet with the key executive corporate officers of the Company and the Group as soon as the Chairman of the Board of Directors has been informed in advance.

At the request of the Chairman of the Board of Directors or a director, an operational director may be invited to any meeting of the Board devoted to the prospects and strategies of their sphere of business.

A digital platform is available to directors to assist them in carrying out their duties. This tool is accessible via a tablet application provided by the Company to all members of the Board of Directors and allows in particular documents to be securely provided relating to the meetings of the Board of Directors and Committees.

3.1.2.2Assessment of the Board of Directors’ organization and functioning

• Annual assessment process for the Board of Directors within the framework of the AFEP-MEDEF Code, to which the Company refers, and market recommendations such as those of the AMF (French Financial Markets Authority).
• The Board of Directors also conducts a formal assessment of its own operations at regular intervals, not exceeding three years. This assessment is carried out under the direction of the Chairman of the Appointments and CSR Committee, with or without the assistance of an external consultant.
• In 2024, a new formal assessment took place under the direction of the Chairwoman of the Appointments Committee, with the assistance of an external consultant. It took the form of a detailed questionnaire, which all directors completed.
• Main objectives:
  • verify that important issues are properly prepared and discussed within the Board; measure the contribution of each member to the work of the Board;
  • make suggestions for improvements;
  • improve the effectiveness of the Board of Directors.
• Support and procedure:
  • steering of the assessment process by the Chairwoman of the Appointments and CSR Committee;
  • reminder of the principles set out by the AFEP-MEDEF Code and stock market expectations so that each director analyzes the proper functioning of the Board and his or her personal contribution to its work and decisions;
  • questionnaire prepared in 2021 with the assistance of an external consultant and reviewed annually;
  • annual individual meetings between the directors and the Board Secretary;
  • feedback on the responses provided at the Appointments and CSR Committee meeting, followed by a discussion between directors, and decisions made for 2025.
• Main themes of the assessment:
  • composition of the Board of Directors, its organization and functioning;
  • quality and relevance of the information provided and the agendas;
  • Board of Directors' commitment to defining the Group’s strategy;
  • activity of the Committees, in particular the procedure for assessing current agreements, analysis of the independence of directors and any conflicts of interest;
  • main governance issues.

Concerning the composition of the Board, the directors consider that it is satisfactory and balanced. The diversity in terms of profiles, age, gender and expertise makes it possible to actively discuss with Senior Executives the strategic challenges facing the Group and to make independent decisions. The number of independent directors is appropriate given their profile and the shareholding structure. The expected skills are well represented in relation to the needs defined by the Board, particularly the experience of directors in international companies. The composition of Committees is also considered appropriate, with competent directors within each of them.

Concerning the organization of Board discussions, it was stressed that each director fully plays his or her role by questioning Senior Executives. Discussions are open, and the directors express themselves in a positive climate of trust. The Chairman of the Board of Directors promotes exchanges and the quality of debates. Senior Executives communicate transparently and respond in detail to all questions.

Directors considered that Board of Directors’ meeting agendas are adapted to the economic situation and cover all subjects. The in-depth presentation of revenue, the automotive market and new technologies allow directors to be immersed in OPmobility’s operational business.

The frequency and duration of meetings was deemed sufficient, the time set aside for debates quite satisfactory.

Directors emphasized the quality of information, which is provided in full and is detailed, and which is communicated to them before each meeting of the Board and committees and which promotes the quality of discussions. The digital platform is well used. The topics addressed in 2024 were very diverse and aligned with the Group’s issues. The managers’ presentations provided a good understanding of the challenges. Information on changes in the market and the competitive environment was of good quality. The directors also noted a good level of information on the main strategic challenges, including those related to CSR. Concerning acquisitions and restructuring, the directors are satisfied with the way in which the discussions are presented and discussed in the Board. They are in line with the Group’s strategy. The Senior Executives listen to the opinions of the directors.

The directors also believe that the attention paid to conflicts of interest is well managed by the rules in force. The confidentiality of the discussions is well respected.

The current holding of one executive session per year is considered appropriate.

The dynamics of the Board are quite satisfactory, with excellent interaction between the various directors. Regarding governance issues, the procedures used by the Senior Executives, in particular the separation of the functions of Chairman and Chief Executive Officer, work very satisfactorily, with the complementarity of the Chairman of the Board of Directors and the Chief Executive Officer being considered a particular asset. Furthermore, regarding the Chairman of the Board, the Chief Executive Officer and the Managing Director individually, the transparency of the Chief Executive Officer and the Managing Director, their competence and their knowledge of projects were highlighted, and the way discussions are led by the Chairman of the Board of Directors and the operating procedures used by the Senior Executives were also singled out in particular. The balance of powers is well ensured. The directors do not consider it necessary to appoint a lead director, in light of the composition and functioning of the Board. This appointment would be of limited interest, as the directors wished to maintain a direct relationship with the Chairman and Senior Executives.

The panel of Censors was also assessed by the Board of Directors. The expertise of the censors, in particular in terms of knowledge of the Group and the international context in which it operates, exercised within the Board in order to protect the interests of the Company and the Group, were considered very positive. Without being able to take part in votes on decisions, their freedom of speech and judgment contributes to enriching the discussions within the Board.

Concerning the work of the Committees, their operation is satisfactory, the projects are well constructed. The directors, members of these committees, believe that the subjects are dealt with in a serious and solid manner. The Board of Directors can make its decisions with complete confidence on the basis of the recommendations of the Committees.

The Audit Committee fulfills its missions precisely, with work based on the detailed information provided by the Company’s management. The balance between compliance and business issues is particularly appreciated. CSR topics and the monitoring of non-financial data are well addressed, and specific attention was paid to risk issues. The monitoring of acquisitions and the integration of acquired companies processed by the Audit Committee was greatly appreciated.

The Compensation Committee is well prepared and the work is well anticipated. The alignment of compensation with the strategic objectives pursued is verified. The inclusion of quantifiable criteria related to the Company’s climate objectives, in particular the carbon neutrality strategy, is given particular attention by the Committee (see section 3.1.4).

The quality of the work of the Appointments and CSR Committee is highlighted. CSR issues are now widely addressed and include the Company’s Climate and Carbon Neutrality strategy, the review of the CSRD, the Group's Health and Safety policy, gender diversity within management bodies, for which OPmobility is regularly recognized for its strong commitment, and diversity within the Group.

In addition, points for improvement identified by the Board of Directors concern the composition of the Board of Directors to maintain and strengthen the level and diversity of skills, in particular on sustainability issues as well as international experience. Discussions on market developments, advances in technology and their impact on the automotive industry could be the subject of a dedicated meeting. The contributions from Senior Executives deserve to be expanded upon.

3.1.2.3Responsibilities and powers of the Board of Directors

Responsibilities of the Board

By virtue of the legal and regulatory provisions and of Article 11 of the bylaws, the Board of Directors sets the Group’s strategies and ensures their implementation in accordance with its corporate interest, taking into consideration social and environmental challenges. It also exercises the following powers:

Subject to the powers expressly conferred on Shareholders’ Meetings and within the limits of the Company’s purpose, the Board examines any question in connection with the smooth running of the Company and through its deliberations settles matters concerning it. It is committed to promoting the long-term creation of value by the business.

The Board ensures that shareholders receive relevant and informative information on the Company’s strategy, development model and the account taken of the significant non-financial challenges facing the Company as well as its long-term outlook.

The Board of Directors carries out the controls and verifications that it deems necessary. The directors control the Company’s economic and financial management, and they review and approve the broad lines of actions considered by the Senior Executives, which implement them.

To this end, the Board constantly seeks a working method which, while strictly complying with the law and regulations, is conducive to the conditions of good corporate governance.

The work of the Board of Directors is based on its Internal Rules, which are intended to supplement the legal, regulatory and statutory rules and the market recommendations to which the Board refers.

Powers of the Board of Directors

The balance of powers within the Board of Directors is based mainly on its consistent and harmonious composition and on the qualities of its members. The diversity and complementarity of the directors’ experiences and expertise (entrepreneurial, international, financial, industrial, digital, etc.) enables quick and in-depth understanding of the challenges associated with the OPmobility Group’s development.

The balance between long-serving, seasoned directors and those more recently appointed allows a new vision to be combined with the consistency of long-term decisions.

Senior Executives have the broadest powers to act under any circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers that the law expressly grants to Shareholders' Meetings and to the Board of Directors. The Internal Rules of the Board of Directors contain limits on their powers to make certain decisions which, on account of their purpose or their amount, are notably subject to the prior approval of the Board of Directors.

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. These transactions are defined in point 5 of the Board of Directors' Internal Rules.

Each year, the Board authorizes the Senior Executives to issue sureties, endorsements and guarantees and to issue bonds in amounts for which the Board determines the total sum.

3.1.3Activities of the Board of Directors

4 meetings of the Board of Directors including 1 executive session	50% women	50% men	94% attendance rate	42% independent directors

During fiscal year 2024, the Board of Directors met four times. The attendance rate at Board meetings was 94%. The 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 2024 is shown, for each director, in section 3.1.2.1.

The agenda of the Board of Directors is drawn up by the Chairman of the Board of Directors in consultation with the Chief Executive Officer.

The Board is regularly informed of the work of the various Committees by their Chairman and makes its decisions based on their recommendations.

In 2024, the Board’s activity mainly focused on the following topics:

Group strategic orientations and monitoring of its divisions

• operational implementation of new strategic orientations;
• the hydrogen mobility and H2-Power business group development strategy;
• the strategic outlook of the C-Power business group;
• presentation of the changes in the Group’s organization, the new corporate name and the new brand;
• research and innovation;
• the impact on the Group’s activities of changes in environmental laws and regulations;
• the review of the various issues relating to the Group’s industrial activities;
• the impact of increased production costs, particularly energy costs.

Investments and asset sales

• monitoring the acquisitions, their integration into the Group, the synergies developed, the implementation of the business plan and the value created for the OPmobility Group;
• other investments, particularly in the Exterior & Lighting business group and in operations;
• progress reports on ongoing projects.

Finance, audit and risks

• approval of the statutory and consolidated financial statements, the proposed appropriation of net income and draft press releases;
• approval of management planning documents;
• approval of the 2025 budget and medium-term business plan;
• analysis of the annual review of the Group’s risks and the assessment of internal control, as well as the operations put in place to combat cyber-attacks and associated risks;
• renewal of the annual authorizations granted to Senior Executives to issue bonds and to issue sureties, endorsements and guarantees;
• analysis of financial studies and analysts’ notes;

• statement of asset impairments made in 2024;
• distribution of an interim dividend;
• analysis of current agreements entered into during the year or in previous years, but which remained in force during the fiscal year;
• analysis of related-party agreements entered into and authorized during the fiscal year or during previous fiscal years, but which continued to be executed during the last fiscal year, or whose execution has not yet taken place at the time of the review;
• reclassification or downgrading of any related-party agreement to a regulated agreement or a current agreement, as the case may be, in view of the qualification criteria defined by law, case law and professional organizations and used by the Group.

Governance, appointments and compensation

• the proper conduct of the Group’s governance;
• assessment by the Board of its own functioning and its development (without the presence of the executive corporate officers and directors belonging to the family group);
• the compensation policy for directors and corporate officers for 2024, in particular that of the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director;
• Setting the compensation of the corporate officers for 2023 and assessment of the performance of the Chief Executive Officer and the Managing Director;
• Adoption of the free performance share plans of April 25, 2024 and July 22, 2024;
• Information on the Group’s Human Resources policy, including the compensation policy, the diversity and gender equality policy, equal opportunity policy, the attractiveness of OPmobility and talent retention;
• Setting gender diversity objectives in strategic positions;
• preparation of the Combined General Meeting;
• the competence and independence of the directors in office;
• the reappointment of the Chairman of the Board of Directors and the Chief Executive Officer;
• the reappointment of the members of the Board of Directors;
• the renewal and appointment of members of the Specialized committees.

Corporate social responsibility

• regular monitoring of CSR objectives for 2050: net zero emissions and climate strategy;
• review of the adequacy of proposed investment with each of the Group’s CSR criteria, taking into consideration social, ethical and climate challenges;
• review of the Vigilance Plan drawn up by the operational departments;
• the presentation of the reporting set up by the Company in the context of CSRD reporting obligations;
• the Group’s diversity and gender balance policy;
• professional and salary policy;
• annual "health and safety" at work review.

3.1.4Activities of the Board of Directors’ Committees

Discussions and decisions of the Board of Directors are assisted by the work of its specialized committees, which report to it after each of their meetings. The details of the missions of each committee are given in the Internal Rules of the Board of Directors.

The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors, and in their own domain. Committees do not have decision-making power.

The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments and CSR Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors.

To carry out their work, after having informed the Chairman of the Board of Directors and subject to reporting to the Board of Directors, the committees may hear any responsible person within the Group and/or request technical studies on subjects falling within their areas of responsibility, at the expense of the Company. In the event of recourse by the committees to the services of external consultants, the committees must ensure the objectivity of the consultant concerned.

Three committees support the Board of Directors: the Audit Committee, the Appointments and CSR Committee and the Compensation Committee. Secretarial services for Board committees are provided by the Corporate Secretary.

Audit Committee

3	2	1	100%	67%
meetings	women	man	attendance rate	independent directors

The Audit Committee met three times during fiscal year 2024 with an attendance rate of 100%. The Statutory Auditors attended all meetings, as did the Group's Finance Department. The Internal Audit and Risk Management Director participated in one meeting.

Principal missions

The principal missions of the Audit Committee are:

• monitoring the basis of preparation for the Group’s financial information;
• monitoring the legal audit of the annual financial statements and consolidated financial statements by the Statutory Auditors;
• reviewing the Statutory Auditors’ audit plans and engagement program and the outcome of their verifications;
• monitoring the independence of the Statutory Auditors;
• monitoring the effectiveness of internal control and risk management systems and internal audit concerning the procedures relating to the preparation and processing of financial and non-financial accounting information put in place by Senior Executives that may have an impact on the financial statements;
• monitoring the Group’s major exposures and sensitivity to risks;
• monitoring and approval of the Group’s compliance program;
• warning the Chairman of the Board in the event of detection of a major risk, which the Committee believes has not been treated appropriately;
• reviewing the program and objectives of the Internal Audit Department, as well as the methods and procedures of the internal control systems used;
• reviewing the scope of consolidation and reasons why some companies would not be included;
• reviewing the main accounting options used, the significant off-balance sheet commitments as well as the financial position and the cash position;
• reviewing any proposed change in accounting standards or changes in accounting policies;
• reviewing matters likely to have a significant impact on the Group’s financial situation.

Main activities in 2024

The activities of the Audit Committee focused on the following topics:

• approval of the 2023 statutory and consolidated financial statements;
• review of interim statutory and consolidated financial statements at June 30, 2024;
• review of the Statutory Auditors’ reports on the statutory and consolidated financial statements;
• review of the Statutory Auditors' 2024 audit plan and the results of the audits carried out, their recommendations as well as the actions to be taken as part of the statutory audit;
• estimates and forecasts at 2024 year-end;
• 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 statutory audit;
• implementation of the regular assessment procedure for current agreements entered into under normal conditions;
• review of the methods used and the results of asset impairment tests carried out in 2024;
• review of the audits carried out with regard to social, environmental and societal information;
• monitoring of internal audit activity including CSR commitments;
• review of the 2024 sustainability information and review of the sustainability auditors’ report;
• study and validation of the risk mapping and associated action plans, in particular environmental and IT risks, including the priority risk of cyber-attacks as well as the risk related to the CSRD obligations, focus on “anti-corruption” risk and review of anti-fraud and anti-corruption measures in place, which were reviewed on several occasions;
• review of the information systems security system deployed within the Group;
• integration of companies acquired in 2023;
• monitoring of the business plan of the main acquisitions, goodwill and impairment;
• review of significant off-balance sheet commitments;
• review of the report of the Board of Directors on corporate governance;
• information on legal risks and potential disputes and major facts that are likely to have a significant impact on the financial position of the OPmobility Group.

Compensation Committee

3	2	2	100%	50%
meetings	women	men	attendance rate	independent directors

The Compensation Committee met three times during fiscal year 2024 with an attendance rate of 100%.

Principal missions

• drafting proposals for the compensation of the Chairman of the Board of Directors and executive corporate officers and conditions for the grant thereof;
• proposals for setting the variable portion for the executive corporate officers;
• proposals relating to the pension and insurance plans;
• fixing the overall amount of the compensation of directors to be submitted to the General Meeting and the distribution method;
• determining the incentive plan policy, mainly including free share award plans.

Main activities in 2024

• reviewing the fixed compensation and variable components of executive corporate officers and recommendations to the Board;
• analyzing the performance of executive corporate officers in 2023 and communicating to the Board a recommendation for annual variable compensation for 2023;
• reviewing the compensation policy applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director for the 2025 fiscal year;
• reviewing the structure of the executive corporate officers’ annual variable compensation and the targets set for 2025;
• analyzing and proposals regarding the allocation of free shares for 2024;
• analysis of deliveries made in 2024 relating to the 2020 free share award plan;
• analyzing and consideration of the structure of the executive corporate officers’ annual variable compensation and the targets for 2025;
• proposal to grant exceptional compensation to executive corporate officers, principle and amount;
• proposal to award a severance payment to executive corporate officers in the event of departure at the Company’s initiative;
• approval of the information given to shareholders in the annual report on the compensation of directors;
• preparing the draft resolutions presented to the General Shareholders' Meeting of April 24, 2024 (ex-ante vote on the compensation policy for 2024 and ex-post vote on the components of compensation paid to executive corporate officers in respect of 2023) and presentation of the criteria for the variable portion of compensation;
• executive corporate officers' pension: review of the situation of each executive corporate officer;
• breakdown of the amount allocated to directors and censors as compensation for their work on the Board of Directors and its committees: recommendation for the breakdown for 2024.

Appointments and CSR Committee

3	3	0	100%	67%
meetings	women	man	attendance rate	independent directors

The Appointments and CSR Committee met three times in fiscal year 2024, with an attendance rate of 100%.

Principal missions

• consideration and recommendations to the Board regarding procedures for the exercise of powers by Senior Executives;
• opinion on the proposal of the Chief Executive Officer for the appointment of Managing Directors;
• recommendation for new directors to the Board;
• examination of the qualification of independent directors, reviewed by the Board of Directors every year;
• verification of the proper application of the Corporate Governance Code referred to by the Company;
• discussion on issues pertaining to the governance related to the working and organization of the Board;
• preparation of succession plans for executive corporate officers in the event of unforeseen vacancies;
• assessment of risks and opportunities in terms of societal and environmental performance;
• the integration of the Group’s commitments in terms of sustainability, with regard to the challenges specific to its activities and its objectives;
• analysis of non-financial information reporting;
• review of the non-financial reporting disclosure;
• review of risks and opportunities related to climate change, monitoring of the Group’s consideration of non-financial challenges and long-term outlook, in particular through the setting of non-financial objectives;
• monitoring of the Group’s level with respect to non-financial compliance and corporate social responsibility.