Independent Registered Public Accountant Services and Related Fee Arrangements AUDIT Report of the Audit Committee AUDIT The Audit Committee of the Board of Directors CORPORATE GOVERNANCE CORPORATE GOVERNANCE Director Independence Lead Director CORPORATE GOVERNANCE Board Leadership Structure Board’s Oversight of Risk Code of Ethics, Code of Conduct and Corporate Governance Guidelines CORPORATE GOVERNANCE Related Person Transactions Communication with Board Board and Committees Board Attendance CORPORATE GOVERNANCE Board Committees AAudit Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2019: 8 COMMITTEE MEMBERS: Compensation Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2019: 5 COMMITTEE MEMBERS: CORPORATE GOVERNANCE Governance and Corporate Responsibility Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2019: 2 COMMITTEE MEMBERS: CORPORATE GOVERNANCE Environmental, Health and Safety Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2019: 2 COMMITTEE MEMBERS: Board Refreshment and Diversity 0% 20% 40% 60% 80% 100% 5 or fewer 6 to 10 More than 10 Years of Service CORPORATE GOVERNANCE 3 of 10 Director nominees Diversity NON-EMPLOYEE DIRECTOR COMPENSATION 2019 NON-EMPLOYEE DIRECTOR COMPENSATION Non-Employee Director Compensation Highlights Non-Employee Director Retainer and Meeting Fees Role Annual Cash Retainers NON-EMPLOYEE DIRECTOR COMPENSATION 2019 Director Compensation Table Name Fees Earned or Paid in Cash (a) ($) Stock Awards (b) ($) Total (c) ($) (1) Fees Earned or Paid in Cash (column (a)) Stock Awards (column (b)) Option Awards Outstanding and Fully-Vested Deferred Shares Name Number of Deferred Shares(1) (#) OWNERSHIP OF POLYONE SHARES OWNERSHIP OF POLYONE SHARES Beneficial Ownership of Our Common Shares Name Number of Shares Owned(1) Right to Acquire Shares Total Beneficial Ownership % of Class(4) OWNERSHIP OF POLYONE SHARES Name and Address Number of Common Shares % of Class Stock Ownership Guidelines for Non-Employee Directors Delinquent Section 16(a) Reports COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Name Title How Pay is Tied to Company Performance.

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