Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 114 The Board of Directors used this authorization at its meeting of February 13, 2019 by granting 400,000 shares to 255 beneficiaries. The number of free shares granted to the Company’s executive directors may not represent more than 10% of the total number of free shares granted during a fiscal year under this plan. This is a free grant of existing shares. Vesting of the shares is subject to a double condition: of presence: the shares granted will only become definitively vested ● after a period of four years, at the end of which the beneficiary must be an employee or corporate officer of the Group (except in the case of legal exceptions provided for in the Plan’s regulations); of performance: ● the vesting of all or part of 50% of the shares granted will depend on ● the achievement of the Group’s operating margin target for the fiscal years 2019, 2020, 2021 and 2022, the acquisition of all or part of 50% of the shares granted will depend ● on the achievement of the Group’s free cash flow target over the same period. The Compensation Committee is responsible for informing the Board of Directors of the level of indicators noted for the years used to calculate the performance conditions. The Board of Directors acknowledges the level of performance achieved, on which the number of shares vested depends. PERFORMANCE SHARES GRANTED 3.2.3.3 UNDER THE AUTHORIZATION OF APRIL 26, 2018 (THE APRIL 30, 2020 PLAN) The Board of Directors, during its session of the December 11, 2020, decided, as part of the authorization of the Shareholders’ Meeting of April 26, 2018, to implement a free share allocation plan, known as performance shares, in favor of certain employees of Compagnie Plastic Omnium SE and its subsidiaries, including the executive directors of Compagnie Plastic Omnium SE. The Board of Directors decided to reduce the number of beneficiaries of this plan wishing to mobilize the Group’s key employees around its successful development. This is an existing share plan with no dilutive effect for shareholders. The main features of this plan, covering 228,373 shares benefitting 55 people, are as follows: Vesting period From April 30, 2020 to April 30, 2024 Presence conditions (contract in force with a Group company on these dates, except for retirement, death, disability or exceptional decision) At April 30, 2024 Final vesting date April 30, 2024 Holding period No lock-up period except for Executive Directors, set at 10% until the end of their term of office. End of vesting period April 30, 2024 Performance conditions Growth in net earnings per share for 2020, 2021, 2022: 50% of rights granted ● Cumulative free cash flow level for 2020, 2021, 2022: 50% of the rights granted ● PERFORMANCE SHARES GRANTED TO EACH EXECUTIVE DIRECTOR BY COMPAGNIE PLASTIC 3.2.3.4 OMNIUM SE (THE APRIL 30, 2020 PLAN) Name and position of the corporate officer Number of performance shares awarded Valuation of the shares (1) Vesting date End of vesting period Mr. Laurent Burelle Chairman of the Board of Directors 0 0 N/A N/A Mr. Laurent Favre Chief Executive Officer 27,922 400,000 04/30/2024 04/30/2024 for 90% of the shares Ms. Félicie Burelle Managing Director 17,451 250,000 04/30/2024 04/30/2024 for 90% of the shares According to the capped value defined by the Board of Directors. (1)