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 118 HISTORY OF OUTSTANDING COMPAGNIE PLASTIC OMNIUM SE STOCK OPTIONS GRANTED 3.2.4.4 TO CORPORATE OFFICERS AT DECEMBER 31, 2020 Date authorized by Shareholders’ Meeting 04/25/2013 04/28/2016 Date of Board meeting 07/21/2015 02/22/2017 Total number of beneficiaries 172 195 Total number of shares offered for purchase 1,253,000 578,500 Of which can be subscribed for or bought by corporate officers: 0 0 Mr. Laurent Burelle 150,000 0 Mr. Laurent Favre - - Ms. Félicie Burelle 30,000* 20,000* Mr. Jean Burelle 0 0 Ms. Anne Asensio 0 0 Ms. Anne-Marie Couderc 0 0 Mr. Jérôme Gallot 0 0 Prof. Dr. Bernd Gottschalk 0 0 Mr. Vincent Labruyère 0 0 Ms. Éliane Lemarié 0 0 Mr. Paul Henry Lemarié 0 0 Ms. Lucie Maurel-Aubert 0 0 Mr. Alexandre Mérieux 0 0 Ms. Cécile Moutet 0 0 Ms. Amélie Oudéa-Castéra 0 0 Ms. Amandine Chaffois 3,000 1,500 Mr. Ireneusz Karolak 0 0 Start date for exercise of the options 08/07/2019 03/11/2021 Date of expiry 08/06/2022 03/11/2024 Purchase price (in euros) 24.72 32.84 Number of options exercised at 12/31/2020 77,960 0 Total number of stock options that have been cancelled or lapsed 288,000 215,000 Options outstanding at the year end 887,040 363,500 Stock options granted under the employment contract of Ms. Félicie Burelle. * At December 31, 2020, the number of options outstanding awarded by the Board of Directors under the authorizations voted by the Shareholders’ Meetings and not yet exercised was equivalent to 1,250,540 stock options at an average purchase price of €27.08 per share (0.84% of the 148,566,107 shares comprising the share capital at that date). In accordance with the recommendations of the AFEP-MEDEF Code, the exercise of stock options granted in 2015 and 2017 is subject to two performance conditions related to the out performance over the vesting period of the options in respect of: the share price relative to the SBF 120 index; ● the Company’s operating margin compared with its main competitors. ● shares resulting from the exercise of the option. The “balance shares resulting from the exercise of option” refers to the total number of shares resulting from the decreased exercise of stock options, which must be transferred in order to finance the exercise of options in question and, where applicable, the payment of any immediate or deferred tax, social contributions and charges relating to the exercise of these options as applicable on the date of exercise of the options. If the number of shares fixed as a result, which must be retained until the loss of office, is a fraction, it is rounded off to the nearest lower whole number. Since January 1, 2020, Messrs. Paul Henry Lemarié and Laurent Burelle are no longer executive directors of Compagnie Plastic Omnium SE. The executive directors shall retain, in bearer form, until the end of their appointment, a number of shares corresponding to 10% of the balance of The executive directors are committed not to resort to risk hedging transactions.