QUADIENT - 2019 Universal Registration Document

FINANCIAL STATEMENTS Consolidated financial statements

The terms and conditions of the shareholder-approved employee stock-option plans are as follows:

Adjusted number of options granted (a)

Of which subject to conditions (b)

Adjusted exercise price (a) (in euros)

Outstanding options 31/01/2019

Options cancelled or adjusted (a)

Outstanding options 31/01/2020

Options expired

Expiry date

Start date

18/02/2009

332,734

64,600

57.81

154,160 (154,160)

-

- 18/02/2019

12/01/2010

487,191

157,927 52.23–52.87

224,802 (224,802)

-

- 12/01/2020

12/01/2011

245,585

41,018 60.86–62.32

143,645

-

(15,739)

127,906 12/01/2021

12/01/2012

267,538

76,917 47.76–48.85

136,997

-

(19,010)

117,987 12/01/2022

Adjusted number since the payment of the balance of the dividend partly issued from capital reserves. (a) Options granted with performance conditions. (b)

10-4-3: FREE SHARE PLANS

Free shares are granted for the purposes of: attracting and retaining high potential employees; ● acknowledging exceptional performance; ● fostering strong motivation and commitment to the ● Company’s performance by granting specific free share plans based on the Group’s future results. The fair value of the shares thus granted is calculated based on the share price on the allocation date from which anticipated dividend are deducted. The overall expense was calculated by estimating a number of shares whose ownership will be transferred corresponding to a percentage of the maximum attributable amount. This assumption is considered the most likely on the date of allocation. This expense is spread out over the vesting period. The number of shares is adjusted at each closing date and the expense is revaluated consequently to ensure that the period expense corresponds to the number of shares effectively attributed.

The shares granted with performance conditions are dependent on the performance indicators below: growth in consolidated sales; ● current operating margin (current operating income ● divided by consolidated sales); shareholder return (variation in the share price over ● the period plus dividends compared with the average performance of companies belonging to the same index as Quadient). For the free shares allocated before July 2016, the vesting period is three years divided in two blocks of 50 % each: the first block is delivered at the end of the second year and the second block at the end of the third year. Since July 2016 attribution, the vesting period is three years in one block. Free share attributions made before 2016 are submitted to a lock-up period, starting at the delivery date, of two years for French tax resident beneficiaries.

6

Number of shares granted

Of which subject to conditions (a)

Outstanding shares 31/01/2019

Outstanding shares 31/01/2020

Shares granted

Shares delivered

Shares cancelled

End of lock-up period date

Start date

24/03/2014

150,060 150,060

5,750

-

-

(5,750)

-

26/03/2019

01/07/2015

199,500 199,500

17,216

-

(1,111) (16,015)

90 03/07/2020

01/07/2016

149,000 149,000 122,500

- (11,270) (111,230)

-

n/a

27/03/2017

246,700 246,700 224,000

-

- (50,000)

174,000

n/a

28/06/2018

226,600 226,600 226,600

-

-

(6,100)

220,500

n/a

26/04/2019

12,000 12,000

-

12,000

-

-

12,000

n/a

23/09/2019

395,000 395,000

- 395,000

-

-

395,000

n/a

06/01/2020 n/a Shares granted with performance conditions. Shares granted with performance conditions have a lock-up period of two (a) years, versus three years for other shares. The date of the end of the lock-up period is the later date. 5,000 5,000 - 5,000 - - 5,000

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UNIVERSAL REGISTRATION DOCUMENT 2019