• Oversee and maintain a competitive executive officer compensation program in order to attract and retain qualified executives and to provide incentives to executive officers that reward pay for performance in attaining the Company’s goals and objectives. • Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board as described in the Company’s Corporate Governance Guidelines, evaluate the Chief Executive Officer’s performance in light of these goals and objectives; and determine and approve (or determine and approve, and recommend to the independent members of the Board for their determination and approval) the Chief Executive Officer’s compensation level based on this evaluation and comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • With respect to incentive compensation plans and equity-based plans: • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • Review and approve equity-based grants and awards, including long-term incentive plan awards, to officers, senior managers, key employees, and other employees of the Company and its subsidiaries under the Company’s equity-based plans. • Review and approve the performance criteria, target awards, payout criteria and like items for the Company’s long-term incentive compensation plans. • Review and approve (a) attainment levels for executive officers under the Company’s annual incentive plan; (b) payments to executive officers under the annual incentive plan; and (c) payments to executive officers under the Company’s long-term incentive compensation plans. • Administer the Company’s equity-based incentive compensation plans and other plans 3 adopted by the Board that contemplate administration by the Committee. • Review and approve special bonuses and/or other awards to executive officers on a case-by- case basis for outstanding performance. • Review and approve the terms of all employment agreements, management continuity agreements and change in control agreements for elected officers. Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Perform administrative functions with respect to the compensation of non-employee directors, including interpreting existing policy. • Review and approve (or approve and recommend to the Board for its approval) equity-based grants and awards to non-employee directors under the Company’s equity-based plans. However, the Committee shall meet regularly without such members present, and in all cases the Chief Executive Officer and any other such officers shall not be present at meetings at which their individual compensation or performance is discussed or determined. • The Committee may appoint subcommittees from time to time as needed, each of which will have the specific duties and responsibilities delegated to it by the Committee. • The Committee may delegate its authority under this Charter relating to employees other than executive officers and non-employee directors, to the extent it deems appropriate and consistent with law and customary practice, and may otherwise fully delegate authority relating to matters it deems to be ministerial. • The Committee may delegate its authority under this Charter relating to employee benefit plans in which executive officers participate if such employee benefit plans are broad-based, to the extent it deems appropriate and consistent with law and customary practice. • The Corporate Secretary or designee will be responsible for keeping minutes of the Committee meetings. • The Committee will meet at least four times a year and at such other times as may be requested by the Committee Chair. 6 • The Committee will annually review its charter and recommend any changes to the Governance and Corporate Responsibility Committee.

 Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment;  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;  Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  Fluctuations in raw material prices, quality and supply and in energy prices and supply;  Production outages or material costs associated with scheduled or unscheduled maintenance programs;  Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;  An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees;  The inability to achieve expected results from our acquisition activities;  Our ability to continue to pay cash dividends;  The amount and timing of repurchases of our common shares, if any; and  Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation.  The above list of factors is not exhaustive.  We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Platform operating income mix percentage 2005* 2008* 2010* 2013 2014 2015 YTD Global Color, Additives and Inks $ 4.3 $ 28.1 $ 37.7 $104.0 $124.9 $ 107.9 Global Specialty Engineered Materials 0.4 17.6 49.7 57.2 72.4 63.2 Designed Structures and Solutions - - - 33.4 45.1 12.0 Specialty Platform $ 4.7 $ 45.7 $ 87.4 $194.6 $242.4 $ 183.1 Performance Products and Solutions 75.7 31.3 54.0 56.0 63.1 43.9 Distribution 19.5 28.1 42.0 63.3 68.2 52.4 Joint ventures 91.9 28.6 18.9 - - — Corporate and eliminations (51.5) (425.1) (27.7) (82.4) (218.6) (59.8) Operating income (loss) GAAP $140.3 $(291.4) $174.6 $231.5 $155.1 $ 219.6 Less: Corporate operating expense 51.5 425.1 27.7 82.4 218.6 59.8 Operating income excluding Corporate $191.8 $133.7 $202.3 $313.9 $373.7 $ 279.4 Specialty platform operating mix percentage 2% 34% 43% 62% 65% 66% Adjusted EPS is calculated as follows: Adjusted EPS 2006Y* 2007Y* 2008Y* 2009Y* 2010Y 2011Y 2012Y 2013Y 2014Y Net income attributable to PolyOne common shareholders $ 130.9 $ 40.9 $ (417.0) $ 106.7 $ 152.5 $ 153.4 $ 53.3 $ 94.0 $ 78.0 Joint venture equity earnings, after tax (68.5) (26.1) (20.8) (19.0) (14.7) (3.7) - - - Special items, after tax(1) (21.2) 41.4 310.0 (31.0) 15.8 (30.5) 35.7 30.4 101.0 Tax adjustments(2) (30.0) (30.7) 147.2 (44.9) (88.3) (42.3) 0.5 2.2 (10.5) Adjusted net income $ 11.2 $ 25.5 $ 19.4 $ 11.8 $ 65.3 $ 76.9 $ 89.5 $ 126.6 $ 168.5 Diluted shares 92.8 93.1 92.7 93.4 96.0 94.3 89.8 96.5 93.5 Adjusted EPS $ 0.12 $ 0.27 $ 0.21 $ 0.13 $ 0.68 $ 0.82 $ 1.00 $ 1.31 $ 1.80 2 Adjusted EPS 2011 Q3 2012 Q3 2013 Q3 2014 Q3 2015 Q3 Net income attributable to PolyOne common shareholders $ 16.0 $ 19.4 $ 23.2 $ 32.3 $ 44.5 Special items, after tax(1) 3.1 5.3 10.5 13.2 12.6 Tax adjustments(2) (0.3) 0.1 1.8 (0.1) (9.6) Adjusted net income $ 18.8 $ 24.8 $ 35.5 $ 45.4 $ 47.5 Diluted shares 94.3 90.2 98.1 93.1 88.4 Adjusted EPS $ 0.20 $ 0.27 $ 0.36 $ 0.49 $ 0.54 * Historical results are shown as presented in prior filings and have not been updated to reflect subsequent changes in accounting principal or discontinued operations. (1) Special items are a non-GAAP financial measure and are used to determine adjusted earnings. Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; employee separation costs resulting from personnel reduction programs, plant phase-in costs, executive separation agreements; asset impairments; mark-to-market adjustments associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties, remediation costs and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non-recurring items; and the effect of changes in accounting principles or other such laws or provisions affecting reported results. (2) Tax adjustments include the net tax expense/benefit from one-time income tax items, the set-up or reversal of uncertain tax position reserves and deferred income tax valuations allowance adjustments.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: • Our ability to identify and evaluate acquisition targets and consummate acquisitions; • The ability to successfully integrate acquired companies into our operations, retain the management teams of acquired companies, retain relationships with customers of acquired companies, and achieve the expected results of such acquisitions, including whether such businesses will be accretive to our earnings; • Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; • Our ability to achieve new business gains; • The effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; • Changes in polymer consumption growth rates and laws and regulations regarding the disposal of plastic in jurisdictions where we conduct business; • Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; • Fluctuations in raw material prices, quality and supply and in energy prices and supply; production outages or material costs associated with scheduled or unscheduled maintenance programs; • Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; • An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions and employee productivity goals; • Information systems failures and cyber attacks; • Our ability to continue to pay regular cash dividends and the amounts and timing of any future dividends; and • Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Adjusted EPS attributable to PolyOne common shareholders is calculated as follows: 2009* 2010* 2011* 2012* 2013* 2014* 2015* 2016 2017 Net income from continuing operations attributable to PolyOne common shareholders $ 106.7 $ 152.5 $ 153.4 $ 53.3 $ 94.0 $ 78.0 $ 144.6 $ 166.4 $ 173.5 Joint venture equity earnings, after tax (19.0) (14.7) (3.7) — — — — — — Special items, before tax(1) (48.7) 24.2 (48.1) 55.1 46.3 164.2 87.6 23.8 32.9 Special items, tax adjustments(1) (27.2) (96.7) (24.7) (18.9) (13.7) (73.7) (58.7) (15.9) (24.8) Adjusted net income from continuing operations attributable to PolyOne common shareholders $ 11.8 $ 65.3 $ 76.9 $ 89.5 $ 126.6 $ 168.5 $ 173.5 $ 174.3 $ 181.6 Diluted shares 93.4 96.0 94.3 89.8 96.5 93.5 88.7 84.6 82.1 Adjusted EPS attributable to PolyOne common shareholders $ 0.13 $ 0.68 $ 0.82 $ 1.00 $ 1.31 $ 1.80 $ 1.96 $ 2.06 $ 2.21 * Historical results are shown as presented in prior filings and have not been updated to reflect subsequent changes in accounting principle, discontinued operations or the related resegmentation. (1) Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; costs incurred directly in relation to acquisitions or divestitures; employee separation costs resulting from personnel reduction programs, plant realignment costs, executive separation agreements; asset impairments; mark-to-market adjustments associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non-recurring items; the effect of changes in accounting principles or other such laws or provisions affecting reported results and tax adjustments.

 Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment;  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;  Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  Fluctuations in raw material prices, quality and supply and in energy prices and supply;  Production outages or material costs associated with scheduled or unscheduled maintenance programs;  Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;  An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees;  The inability to achieve expected results from our acquisition activities;  Our ability to continue to pay cash dividends;  The amount and timing of repurchases of our common shares, if any; and  Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation.  The above list of factors is not exhaustive.  We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Platform operating income mix percentage 2005* 2006* 2007* 2008* 2009* 2010* 2011 2012 2013 2014 2015 Q1 Global Color, Additives and Inks $ 4.3 $ 8.9 $ 25.7 $ 28.1 $ 25.2 $ 37.7 $ 50.2 $ 75.3 $ 104.0 $ 124.9 $ 33.8 Global Specialty Engineered Materials 0.4 3.9 4.9 17.6 20.6 49.7 45.9 47.0 57.2 72.4 23.1 Designed Structures and Solutions - - - - - - - - 33.4 45.1 3.2 Specialty Platform $ 4.7 $ 12.8 $ 30.6 $ 45.7 $ 45.8 $ 87.4 $ 96.1 $ 122.3 $ 194.6 $ 242.4 $ 60.1 Performance Products and Solutions 75.7 64.2 65.8 31.3 33.1 54.0 27.7 38.8 56.0 63.1 11.5 Distribution 19.5 19.2 22.1 28.1 24.8 42.0 56.0 66.0 63.3 68.2 15.7 Joint ventures 91.9 102.9 34.8 28.6 25.5 18.9 5.0 - - - - Corporate and eliminations (51.5) 34.5 (73.3) (425.1) 7.9 (27.7) 18.2 (89.6) (82.4) (218.6) (17.2) Operating income (loss) GAAP $ 140.3 $ 233.6 $ 80.0 $ (291.4) $ 137.1 $ 174.6 $ 203.0 $ 137.5 $ 231.5 $ 155.1 $ 70.1 Less: Corporate operating expense 51.5 (34.5) 73.3 425.1 (7.9) 27.7 (18.2) 89.6 82.4 218.6 17.2 Operating income excluding Corporate $ 191.8 $ 199.1 $ 153.3 $ 133.7 $ 129.2 $ 202.3 $ 184.8 $ 227.1 $ 313.9 $ 373.7 $ 87.3 Specialty platform operating mix percentage 2% 6% 20% 34% 35% 43% 52% 54% 62% 65% 69% * Historical results have not been restated for the Resin business divestiture or the related resegmentation. 2 Adjusted EPS 2006Y* 2007Y* 2008Y* 2009Y* 2010Y 2011Y 2012Y 2013Y 2014Y Net income attributable to PolyOne common shareholders $ 130.9 $ 40.9 $ (417.0) $ 106.7 $ 152.5 $ 153.4 $ 53.3 $ 94.0 $ 78.0 Joint venture equity earnings, after tax (68.5) (26.1) (20.8) (19.0) (14.7) (3.7) - - - Special items, after tax(1) (21.2) 41.4 310.0 (31.0) 15.8 (30.5) 35.7 30.4 101.0 Tax adjustments(2) (30.0) (30.7) 147.2 (44.9) (88.3) (42.3) 0.5 2.2 (10.5) Adjusted net income $ 11.2 $ 25.5 $ 19.4 $ 11.8 $ 65.3 $ 76.9 $ 89.5 $ 126.6 $ 168.5 Diluted shares 92.8 93.1 92.7 93.4 96.0 94.3 89.8 96.5 93.5 Adjusted EPS $ 0.12 $ 0.27 $ 0.21 $ 0.13 $ 0.68 $ 0.82 $ 1.00 $ 1.31 $ 1.80 Adjusted EPS 2010 Q1 2011 Q1 2012 Q1 2013 Q1 2014 Q1 2015 Q1 Net income attributable to PolyOne common shareholders $ 20.1 $ 106.0 $ 15.3 $ 11.2 $ 29.4 $ 30.2 Joint venture equity earnings, after tax (0.5) (3.7) - - - - Special items, after tax(1) (0.3) (79.8) 6.1 17.2 14.1 5.5 Tax adjustments(2) (3.5) (1.5) 0.1 0.5 (1.6) 5.9 Adjusted net income $ 15.8 $ 21.0 $ 21.5 $ 28.9 $ 41.9 $ 41.6 Diluted shares 95.3 96.4 90.7 92.8 95.7 90.1 Adjusted EPS $ 0.17 $ 0.22 $ 0.24 $ 0.31 $ 0.44 $ 0.46 * Historical results are shown as presented in prior filings and have not been updated to reflect subsequent changes in accounting principal or discontinued operations. (1) Special items are a non-GAAP financial measure. Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; employee separation costs resulting from personnel reduction programs, plant phase-in costs, executive separation agreements; asset impairments; mark-to-market adjustments associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties, remediation costs and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; unrealized gains and losses from foreign currency option contracts; one-time, non-recurring items; and the effect of changes in accounting principles or other such laws or provisions affecting reported results. (2) Tax adjustments include the net tax expense (benefit) from one-time income tax items and deferred income tax valuations allowance adjustments. 3 Net debt to adjusted EBITDA is calculated as follows: Three Months Ended Twelve Months Ended Three Months Ended Trailing Twelve Months (TTM) Ended (In millions) March 31, 2014 December 31, 2014 March 31, 2015 March 31, 2015 Short-term portion and current portion of long-term debt $ 12.8 $ 61.8 $ 61.9 Long-term debt 968.1 962.0 1,049.2 Less: Cash and cash equivalents (238.3) (238.6) (226.4) Net Debt $ 742.6 785.2 884.7 Income before income taxes $ 39.9 $ 88.4 $ 53.3 $ 101.8 Interest expense, net 15.5 62.2 16.1 62.8 Depreciation and amortization 32.8 123.9 25.1 116.2 Special items, impact on operating income 22.9 164.9 9.3 151.3 Accelerated depreciation included in special items (6.8) (23.1) (0.1) (16.4) Adjusted EBITDA $ 104.3 $ 416.3 $ 103.7 $ 415.7 Net Debt/TTM Adjusted EBITDA 2.1 POL IR Presentation - Credit Suisse - June 2015 ��PolyOne Investor Presentation�Credit Suisse �Boston Basic Materials Conference �June 2015�� Forward-Looking Statements Use of Non-GAAP Measures PolyOne Commodity to Specialty Transformation PolyOne�At A Glance Mix Shift Highlights Specialty Transformation Confirmation of Our Strategy Strategy and Execution Drive Results Proof of Performance & 2020 Goals Platinum Vision: Pathway to Accelerated Growth Innovation Drives Earnings Growth Megatrends Aligned with Key End Markets A Rich Pipeline of Opportunity Debt Maturities & Pension Funding Free Cash Flow and Strong Balance Sheet �Fund Investment / Shareholder Return PolyOne Core Values Why Invest In PolyOne?

We entered into foreign currency forward contracts and cross-currency swaps in order to mitigate the potential impact of foreign currency exchange rate changes on the expected purchase price for the APM Acquisition. We examined historical costs for recurring items and evaluated updated cost estimates for any current period changes. In April 2019, the respondents signed an Administrative Settlement Agreement and Order on Consent with the USEPA to conduct the remedial actions at the site.

Thanks to our strong supplier relationships, we are typically aware of these changes ahead of time and often will have an alternative formulated before discontinuation affects the supply chain. UNMATCHED TECHNICAL EXPERTISE A full staff of chemists is devoted to formulating plastisol in order to overcome our customers’ biggest challenges in the field.

The four, equally weighted performance periods listed below were used in order to drive annual as well as cumulative performance. We entered into this agreement in order to attract Mr. We will ask custodians, nominees, and fiduciaries to send proxy material to beneficial owners in order to obtain voting instructions.

HOME | Contents | Message from the CEO | Who We Are | People | Products | Planet | Performance | Goals & Metrics | Indices Sustainability Report | 2019 28Sustainability Report | 2019 28 https://2020wob.com https://2020wob.com https://www.hrc.org/resources/corporate-equality-index Diversity & Inclusion: Leading Change from the Top In order to enact meaningful, impactful change in any organization, it must start at the top. The information is reviewed and updated continuously. In 2019, we updated our Supplier Code of Conduct to align more closely with International Labor Organization (ILO) standards.

HOME | Contents | Message from the CEO | Who We Are | People | Products | Planet | Performance | Goals & Metrics | Indices Sustainability Report | 2019 28Sustainability Report | 2019 28 https://2020wob.com https://2020wob.com https://www.hrc.org/resources/corporate-equality-index Diversity & Inclusion: Leading Change from the Top In order to enact meaningful, impactful change in any organization, it must start at the top. The information is reviewed and updated continuously. In 2019, we updated our Supplier Code of Conduct to align more closely with International Labor Organization (ILO) standards.

Change of Control Definition. Change of Control: The Amended 2020 Plan includes a definition of “Change of Control.” In some instances the full Board also receives the update.