2021 NOTICE of MEETING
Annual Shareholders Meeting April 22, 2021 SUMMARY
03 Message from Laurent Burelle to shareholders
04 2021 General Meeting of Compagnie Plastic Omnium SE
10 Presentation of Compagnie Plastic Omnium SE in 2020
32 Corporate governance
35 Proposal for the renewal of terms of office submitted to the Shareholders’ Meeting of April 22, 2021
43 Combined Shareholders’ Meeting on April 22, 2021
75 Statutory auditors’ reports
93 Documentation and information request form
For more information, please visit the website:
www.plasticomnium.com MESSAGE FROM LAURENT BURELLE to shareholders
Dear our Shareholders, In the context of the sanitary crisis caused by the Covid-19 pandemic and in order to protect all shareholders, guests and organizers, the Board of Directors and the Chairman of the Board of Directors of Compagnie Plastic Omnium SE have taken the difficult but nevertheless necessary decision to exceptionally hold the April 22, 2021 Annual Shareholders Meeting behind closed doors, without the physical presence of shareholders and other persons entitled to attend. The agenda of the Shareholders Meeting described in the preliminary notice of meeting will be published in the BALO on March 17, 2021. The Shareholders Meeting will be broadcast live and will be available for replay on the Company’s website: www.plasticomnium.com. This decision was made in accordance with the provisions of Ordinance No. 2020-321 of March 25, 2020, which adapted the rules for the meetings and deliberations of general meetings and governing bodies of legal persons and entities which do not have legal personality under private law, due to the Covid-19 epidemic and whose of application has been extended until July 31, 2021 by Article 1 of Decree No. 2021-255 of March 9, 2021. Consequently, no admission cards will be issued. Shareholders are invited, prior to the Shareholders Meeting, to vote remotely (by post or via Internet using the Votaccess voting platform) or to give a proxy to the Chair of the Shareholders Meeting or to a third party. Shareholders are also encouraged to submit requests and documents electronically. Shareholders may access the secure dedicated websites from Thursday April 2, 2021, until 3:00 p.m. (Paris time) on Wednesday April 21, 2021. An exceptional system will be put in place to allow Group’s shareholders to ask their questions before and/or during the General Meeting. All the information relating to the General Meeting of the Group is presented in the Shareholders section dedicated to the General Meeting on the Company’s website www.plasticomnium.com. Finally, the Plastic Omnium Shareholders Department team is at the disposal of its shareholders to assist them in their procedures. Thank you for your kind understanding. Take care of yourself and your loved ones. Laurent Burelle Chairman of the Board of Directors
COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 / 03 2021 GENERAL MEETING of Compagnie Plastic Omnium SE
Agenda of the Combined General Meeting of April 22, 2021
ORDINARY RESOLUTIONS
y First resolution: Approval of the annual financial statements for y Fourteenth resolution: Non-renewal of Mr. Jean Burelle as a director. the year ended December 31, 2020. y Fifteenth resolution: Non-renewal and non-replacement of y Second resolution: Appropriation of net income for the year and Mr. Jerome Gallot as director. determination of the dividend. y Sixteenth resolution: Approval of the compensation policy for y Third resolution: Report from the statutory auditors on related-party the Chairman of the Board of Directors in accordance with Article agreements and commitments – Old agreements continued during L. 22-10-8-II of the French Commercial Code. the fiscal year. y Seventeenth resolution: Approval of the compensation policy for y Fourth resolution: Approval of the consolidated financial statements the Chief Executive Officer in accordance with Article L. 22-10-8-II for the year ended December 31, 2020. of the French Commercial Code. y Fifth resolution: Authorization to be granted to the Board of y Eighteenth resolution: Approval of the compensation policy for Directors to transact in the Company’s shares pursuant to the the Managing Director in accordance with Article L. 22-10-8-II of provisions of Article L. 22-10-62 of the French Commercial Code, the French Commercial Code. duration of the authorization, purposes, terms, ceiling. y Nineteenth resolution: Approval of the compensation policy for y Sixth resolution: Renewal of the term of office of Mr. Laurent Burelle. directors in accordance with Article L. 22-10-8-II of the French Commercial Code. y Seventh resolution: Renewal of the term of office as director of Mr. Laurent Favre. y Twentieth resolution: Approval of all compensation paid or awarded to corporate officers for the year ended December 31, 2020 in y Eighth resolution: Renewal of the term of office as director of accordance with Article L. 22-10-34-I of the French Commercial Code. Burelle SA, represented by Ms. Éliane Lemarié. Twenty-first resolution: Approval of the components of compensation y Ninth resolution: Renewal of the term of office of Ms. Anne-Marie y paid or awarded for the year ended December 31, 2020 to Couderc. Mr. Laurent Burelle, Chairman of the Board of Directors. y Tenth resolution: Renewal of the term of office as director of Twenty-second resolution: Approval of the components of Ms. Lucie Maurel Aubert. y compensation paid or awarded for the year ended December 31, y Eleventh resolution: Renewal of the term of office as director of 2020 to Mr. Laurent Favre, Chief Executive Officer. Prof. Dr. Bernd Gottschalk. y Twenty-third resolution: Approval of the components of compensation y Twelfth resolution: Renewal of the term of office as director of paid or awarded for the year ended December 31, 2020 to Mr. Paul Henry Lemarié. Ms. Félicie Burelle, Managing Director. y Thirteenth resolution: Renewal of the term of office as director of Mr. Alexandre Merieux.
04 / COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 www.plasticomnium.com 2021 General Meeting of Compagnie Plastic Omnium SE Agenda of the Combined General Meeting of April 22, 2021
EXTRAORDINARY RESOLUTIONS y Twenty-fourth resolution: Authorization to be given to the Board y Twenty-eighth resolution: Delegation of authority granting the of Directors to grant stock options to employees and/or certain Board of Directors powers to issue ordinary shares and/or equity corporate officers of the Company or related companies, duration securities without preferential subscription rights, giving access to of the authorization, ceiling, exercise price, maximum option term. other equity securities, or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities y Twenty-fifth resolution: Authorization to be given to the Board of to be issued by the Company, by way of a public offering referred Directors to freely award existing and/or to be issued shares to to in 1° of Article L. 411-2 of the French Monetary and Financial employees and/or certain corporate officers of the Company or Code, duration of the delegation, the maximum nominal amount related companies, duration of the authorization, ceiling, duration of the capital increase, the issue price, ability to limit the amount of the vesting periods, particularly in the event of disability and of subscriptions or distribute unsubscribed shares. retention. Twenty-ninth resolution: Delegation of authority granting the Board y Twenty-sixth resolution: Delegation of authority granting the y of Directors the power to increase the number of shares to be Board of Directors powers to issue ordinary shares, and/or equity issued, with or without preferential subscription rights, under the securities with preferential subscription rights, giving access to twenty-sixth through twenty-eighth resolutions, up to a maximum other equity securities, or granting entitlement to the allocation of of 15% of the initial issue. debt securities and/or securities giving access to equity securities to be issued by the Company, the duration of the delegation, the y Thirtieth resolution: Delegation of authority granting the Board of maximum nominal amount of the capital increase, ability to launch Directors powers to increase the share capital by issuing ordinary a public offer for unsubscribed shares. shares and/or securities giving access to Company shares without preferential subscription rights reserved for members of a company y Twenty-seventh resolution: Delegation of authority granting the savings plan pursuant to Articles L. 3332-18 et seq. of the French Board of Directors powers to issue ordinary shares and/or equity Labor Code, the duration of the delegation, the maximum nominal securities without preferential subscription rights, giving access to amount of the capital increase, the issue price, option to grant other equity securities or granting entitlement to the allocation of free shares in application of Article L. 3332-21 of the French debt securities and/or securities giving access to equity securities Labor Code Board of Directors to reconcile the Company bylaws to be issued by the Company by way of a public offer, excluding the with legal and regulatory provisions. offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, and/or as consideration for securities as y Thirty-first resolution: Ratification of the amendments carried out part of a public exchange offer, the duration of the delegation, by the Board of Directors to reconcile the Company bylaws with the maximum nominal amount of the capital increase, the issue legal and regulatory provisions. price, ability to limit the amount of subscriptions or distribute y Thirty-second resolution: Delegation granting the Board of unsubscribed shares. Directors the power to reconcile the Company bylaws with legal and regulatory provisions. y Thirty-third resolution: Powers for formalities.
You can get the complete Universal Registration Document for fiscal year 2020: y either on Internet (www.plasticomnium.com); y either by sending the attached “Request to send documents and information” by mail or by phone to the Individual shareholders (service & free call from a landline in France).
COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 / 05 2021 General Meeting of Compagnie Plastic Omnium SE Information and practical details
Information and practical details
Regardless of the number of shares held (registered or bearer), all As a result of the Covid-19 pandemic, for the General Meeting of shareholders have the right to vote in the General Meeting. April 22, 2021, this right must be exercised within the legal and regulatory framework defined by the Decree No. 2021-255 of In accordance with Article R. 22-10-28 of the French Commercial March 9, 2021 extending the term of the Order No. 2020-321 of Code, this right is contingent on the relevant shareholder having the March 25, 2020, adapting the meeting and deliberation rules for shares that they hold registered in their name on the second working assemblies and governing bodies of legal entities and privately day preceding the General Meeting, i.e., Tuesday April 20, 2021 at owned non-legal entities until July 31, 2021. midnight (Paris time).
HOW TO TAKE PART AND VOTE IN OUR GENERAL MEETING
Shareholders will not be attending the General Meeting of April 22, 2021 in person. Only the following options will be available: 1. Giving proxy to the Chairman of the General Meeting or giving authority to any appointed proxy 2. Voting by mail
HOW TO VOTE BY MAIL OR BY PROXY To vote by mail or by proxy Tick the box that corresponds to your choice in the postal or proxy voting form: y if you want to vote by mail: tick the box that says, “I VOTE BY POST” and then vote for each resolution by following the instructions given in the form. y if you want to give proxy to the Chairman of the General Meeting: tick the box that says, “I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING”. The vote cast in your name shall be the same as that of the Chairman for each draft resolution presented in the Meeting. y if you want to appoint a proxy: tick the box that says “I HEREBY APPOINT” and fill in the forename, surname and address details. In order to be taken into account, the postal or proxy voting forms must be received by the BNP Paribas-Securities-Services General Meetings Service (Service Assemblée Générale), appointed by Compagnie Plastic Omnium SE, by Tuesday April 20, 2021 at the latest.
VOTING BY MAIL VOTING ONLINE
IF YOU ARE A REGISTERED SHAREHOLDER
y You should tick the box that corresponds to your choice in the y Before the General Meeting takes place, if you wish to attached form. communicate your voting instructions or appoint or remove a y Once you have completed the form: sign and date it in the proxy, go online and log on to the secure Votaccess platform, “Date & Signature” section, verify your surname, forename and which can be accessed on the Planetshares website at https:// address on the bottom right-hand side of the form, and return planetshares.bnpparibas.com. it to BNP using the attached pre-paid envelope. If you hold directly registered shares: Use your normal login details to log onto the Planetshares site. If you hold administered registered shares: Use your ID number (which can be found on the top right-hand side of your paper voting form) to log on to the Planetshares site. If you do not have your ID number and/or password, please call free phone +33 (0)1 55 77 65 00. Once you have logged in, follow the prompts given on the screen to access the Votaccess platform.
06 / COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 www.plasticomnium.com 2021 General Meeting of Compagnie Plastic Omnium SE Information and practical details
VOTING BY MAIL VOTING ONLINE IF YOU ARE A BEARER SHAREHOLDER
y Use one of the following options to obtain a postal or proxy y Find out if your securities intermediary is connected to the voting form: Votaccess Platform and, where applicable, if access to this Download the form online at: www.plasticomnium.com platform is subject to specific conditions of use. Get in touch with your securities intermediary. y If your securities intermediary is connected to the Votaccess y Once you have completed the form: sign and date it in the Platform, you will need to log in via your securities intermediary’s “Date & Signature” section and send it to one of the following: online portal with your normal login details; click on the icon that appears on the line corresponding to your Plastic Omnium To your securities intermediary, who will then forward on shares and follow the prompts given on screen to access the the form, along with a previously drawn up shareholding Votaccess platform and cast your vote or appoint or remove certificate. a proxy. Or to the following address, along with the shareholding certificate issued by your securities intermediary: BNP y If your securities intermediary is not connected to the Votaccess Paribas-Securities-Services – CTS Assemblées Générales – Les Platform, you can also appoint or remove a proxy electronically Grands Moulins de Pantin, 9, rue du Débarcadère – 93761 by sending an email to: paris.bp2s.france.cts.mandats@ Pantin Cedex. bnpparibas.com. y This email must include the following information: the name of the Company (Compagnie Plastic Omnium SE) and the date of the Meeting (April 22, 2021), your surname, forename, address, and banking details. It must also include the surname, forename and, if possible, the address of your proxy (the person to whom you wish to give authority). y You must ask the securities intermediary that manages your share accounts to send a written confirmation to the General Meetings Service (Service Assemblée Générale) of BNP Paribas- Securities-Services – CTS Assemblées Générales – Grands Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex. y The following email address must only be used to send notifications relating to the appointment or removal of a proxy: paris.bp2s. [email protected]. Other types of requests or notifications will not be taken into account and/or processed. y In order to ensure that the appointment or removal of a proxy is legitimately taken into account when done via the above electronic means, all confirmations must be received the day before the Meeting at the latest, i.e., Wednesday April 21, 2021 at 15:00 (Paris time).
The relevant dedicated and secure websites can be accessed from April 2, 2021 at 10:00, until April 21, 2021 at 15:00 (Paris time). To avoid potential communication bottlenecks online, shareholders should vote well ahead of time and not wait until the last few days before the meeting to vote.
COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 / 07 2021 General Meeting of Compagnie Plastic Omnium SE Information and practical details
HOW TO FILL IN THE FORM
In the fight to stop the spread of Covid-19, shareholders will not be attending our General Meeting of April 22, 2021 in person. Please tick only one of the boxes shown in red below: y either “I vote by post”; y or “I hereby appoint”; y or “I hereby give my proxy to the Chairman of the General Meeting”.
Important : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important : Before selecting please refer to instructions on reverse side Quelle que soit l’option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this , date and sign at the bottom of the form
JE DÉSIRE ASSISTER À CETTE ASSEMBLÉE et demande une carte d’admission : dater et signer au bas du formulaire / I WISH TO ATTEND THE SHAREHOLDER’S MEETING and request an admission card: date and sign at the bottom of the form
ASSEMBLEE GENERALE MIXTE CADRE RÉSERVÉ À LA SOCIÉTÉ - FOR COMPANY’S USE ONLY Convoquée pour le Jeudi 22 Avril 2021 à 17h00 Identifiant - Account au siège administratif de la société Vote simple Single vote 1, allée Pierre Burelle 92300 Levallois-Perret, a huis clos Nominatif Registered [ COMBINED GENERAL MEETING Nombre d’actions Vote double Number of shares [ Double vote COMPAGNIE PLASTIC OMNIUM SE To be held on Thursday, April 22rd, 2021 at 5:00 p.m Porteur Société Européenne au capital de 8 827 329,18 € at the administrative headquarters of the company Bearer 19 Boulevard Jules Carteret - 69007 Lyon 1, allée Pierre Burelle 92300 Levallois-Perret [Nombre de voix - Number of voting rights 955 512 611 RCS Lyon behind closed door
JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Sur les projets de JE DONNE POUVOIR AU PRÉSIDENT JE DONNE POUVOIR À : Cf. au verso (4) Cf. au verso (2) - See reverse (2) résolutions non agréés, je DE L’ASSEMBLÉE GÉNÉRALE pour me représenter à l’Assemblée vote en noircissant la case correspondant à mon choix. Cf. au verso (3) I HEREBY APPOINT: See reverse (4) Je vote à tous les projets de résolutions présentés ou agréés par le Conseil d’Administration OUI On the draft resolutions not to represent me at the above mentioned Meeting ou le Directoire ou la Gérance, à l’EXCEPTION de ceux que je signale en noircissant comme ceci approved, I cast my vote by I HEREBY GIVE MY PROXY TO THE M. Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name l’une des cases “Non” ou “Abstention”. / I vote YES all the draft resolutions approved by the Board shading the box of my CHAIRMAN OF THE GENERAL of Directors, EXCEPT those indicated by a shaded box, like this , for which I vote No or I abstain. choice. MEETING See reverse (3) Adresse / Address 1 2 3 4 5 6 7 8 9 10 A B Non / No Oui / Yes Abs. SPÉCIMENNon / No ATTENTION : Pour les titres au porteur, les présentes instructions doivent être transmises à votre banque. Abs. 11 12 13 14 15 16 17 18 19 20 C D CAUTION: As for bearer shares, the present instructions will be valid only if they are directly returned to your bank. Non / No Oui / Yes Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l'établissement concerné Abs. Non / No et ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1) Abs. Surname, first name, address of the shareholder (Change regarding this information have to be notified to relevant institution, no changes can be made using this proxy form). See reverse (1) 21 22 23 24 25 26 27 28 29 30 E F Non / No Oui / Yes Abs. Non / No Abs. 31 32 33 34 35 36 37 38 39 40 G H Non / No Oui / Yes Abs. Non / No Abs. Regardless of your choice, 41 42 43 44 45 46 47 48 49 50 J K Non / No Oui / Yes remember to date and Abs. Non / No Abs. sign here Si des amendements ou des résolutions nouvelles étaient présentés en assemblée, je vote NON sauf si je signale un autre choix en noircissant la case correspondante : In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box: - Je donne pouvoir au Président de l’assemblée générale. / I appoint the Chairman of the general meeting………………………………………….………...... - Je m’abstiens. / I abstain from voting ...... - Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom ...... I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf...... Pour être pris en considération, tout formulaire doit parvenir au plus tard : Date & Signature To be considered, this completed form must be returned no later than: s u r 1ère convocation / on 1st notification sur 2ème convocation / on 2nd notification à la banque / to the bank 20 avril 2021 / 20st April 2021 à la société / to the company
« Si le formulaire est renvoyé daté et signé mais qu’aucun choix n’est coché (carte d’admission / vote par correspondance / pouvoir au président / pouvoir à mandataire), cela vaut automatiquement pouvoir au Président de l’assemblée générale » ‘If the form is returned dated and signed but no choice is checked (admission card / postal vote / power of attorney to the President / power of attorney to a representative), this automatically applies as a proxy to the Chairman of the General Meeting’
If you wish to give proxy to If you wish to appoint a proxy, If you wish to vote by mail, the Chairman of the Meeting, Tick the box “I hereby appoint” and fill in Tick the box “I vote by mail” Tick the box “I hereby give the forename, surname and address of the my proxy to the Chairman of appointed proxy the General Meeting”
DO NOT FILL IN THE ABOVE EXAMPLE PLEASE ONLY USE THE ATTACHED FORM
08 / COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 www.plasticomnium.com HOW TO ASK YOUR QUESTIONS?
COMPAGNIE PLASTIC OMNIUM SE OFFERS ITS SHAREHOLDERS THE OPPORTUNITY TO ASK QUESTIONS AHEAD OF, OR DURING, THE ANNUAL GENERAL MEETING
As a shareholder, you can raise questions: y During the Annual General Meeting. You can ask your questions in writing directly via the video conference y Ahead of the Annual General Meeting. To do so, we invite you platform at https://onlinexperiences.com/Launch/QReg/ to send your written questions by email to investor.relations@ ShowUUID=BA29972B-0337-4FE3-9D33-83F988356311. plasticomnium.com. In accordance with Article R. 225-84 of the French Commercial Code, for questions to be considered Or verbally via the telephone conference number provided: they must be accompanied by a certificate of share ownership, whether ownership is through a registered share account held by France Toll: +33 1 70 71 01 59 the Company or bearer share accounts held by an intermediary, as Germany Toll: +496 92 22 22 54 29 stipulated in Article L. 211-3 of the Monetary and Financial Code. Spain Toll: +349 11 14 01 01 Code PIN: 31695287# United Kingdom Toll: +44 20 71 94 37 59
USA Toll: +1 64 67 22 49 16
In both cases, the Company will need to verify your status as a shareholder.
ONLY SHAREHOLDERS OF COMPAGNIE PLASTIC OMNIUM SE CAN ASK QUESTIONS LIVE AT THE ANNUAL GENERAL MEETING y The following will be able to ask questions: y Bearer shareholders not having participated in the vote and who have not provided proof of their shareholder status will not be – registered shareholders and bearer shareholders having able to ask questions. participated in the vote, for whom no prior formalities will be required; – bearer shareholders not having participated in the vote who have provided proof of their shareholder status in advance, either via email at [email protected].
The Compagnie Plastic Omnium SE Shareholders Department is always available to assist you. Every shareholder can ask questions, which the Board of Directors will answer during the Annual General Meeting. In compliance with the relevant legislation, a joint response may be given for questions with the same content or addressing the same subject. A written question will be deemed to have been answered when the answer is published on the Company’s website in a dedicated Q&A section.
COMPAGNIE PLASTIC OMNIUM NOTICE OF MEETING 2021 / 09 PRESENTATION of Compagnie Plastic Omnium SE in 2020
Summary statement of the Company’s situation for the 2020 financial year
1/ 2020 KEYS FIGURES
€7.7Bn / -15.8% €7.1Bn / -16.7% Economic revenue Consolidated revenue
€648m / 9.2% of revenue €118m / 1.7% of revenue EBITDA Operating margin
-€251m /-3.6% of revenue +€34m / 0.5% of revenue Net result Group share Free cash-flow
€807m €0.49* Net Debt Dividend Net Debt/EBITDA: 1.2 stable compared Net debt/Equity: 41% to the previous year
Breakdown of economic sales by geographic area