Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 90 INDEPENDENCE OF DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA SET OUT IN §9 OF THE AFEP-MEDEF CODE AT DECEMBER 31, 2020 Independent (I) Non-independent (NI) Employee or corporate officer during the past five years Cross- directorships Significant business relations Family ties Statutory Auditor Term of office over 12 years Status of non- executive corporate officer Status of major shareholder Mr. Laurent Burelle NI Mr. Laurent Favre NI Ms. Félicie Burelle NI Mr. Jean Burelle NI Ms. Anne Asensio I Ms. Anne-Marie Couderc I Mr. Jérôme Gallot NI Prof. Dr. Bernd Gottschalk I Mr. Vincent Labruyère NI Ms. Éliane Lemarié NI Mr. Paul Henry Lemarié NI Ms. Lucie Maurel-Aubert I Mr. Alexandre Mérieux I Ms. Cécile Moutet NI Ms. Amélie Oudéa-Castéra I Ms. Amandine Chaffois NI Mr. Ireneusz Karolak NI Criterion 1: Employee or corporate officer during the past five years Is not or has not been during the past five years: employee or executive director of the Company; ● employee, executive director or director of a company consolidated by ● the Company; employee, executive director 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 director 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 director 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 corporate officer. 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.