QUADIENT - 2019 Universal Registration Document

FINANCIAL STATEMENTS Consolidated financial statements

SHAREHOLDERS’ EQUITY AND EARNINGS PER SHARE NOTE 14

14-1: Shareholders’ equity

14-1-1: SHARE CAPITAL

14-1-5: DIVIDEND PER SHARE

At 31 January 2020, the parent company share capital totaled 34.6 million euros divided into 34,562,912 ordinary shares with a par value of 1 euro each. The share capital is fully released.

Parent company retained earnings before appropriation of 2019 net income of the parent company amounted to 315.1 million euros as at 31 January 2020 compared with 294.8 million euros as at 31 January 2019. The Board of Directors will make a decision by the end of May for the dividend proposal related to the 2019 financial year, which will then be submitted to the approval of shareholders at the General Meeting. The dividend distributed in relation to the 2018 financial results was 0.53 euro, paid in cash on 6 August 2019.

14-1-2: ADDITIONAL PAID-IN CAPITAL

Additional paid-in capital represents the net amount received by the Company in excess of the par value on issuance, fully distributable. As at 31 January 2020, additional paid-in capital amounted to 52.9 million euros, unchanged from 31 January 2019.

14-1-6: LIQUIDITY CONTRACT AND SHARE BUYBACK PROGRAM

14-1-3: RESERVES AND RETAINED EARNINGS

This item mainly comprises cumulative net income over each financial year, as well as dividend payments and the delivery of free shares.

Equity instruments acquired by the Company are deducted from shareholders’ equity. No gain or loss is recognized in the income statement on the purchase, sale, issue or cancellation of instruments representing Group shareholders’ equity.

14-1-4: CUMULATIVE TRANSLATION ADJUSTMENTS

Financial statements of subsidiaries established in local currencies are translated into euros at the year-end exchange rate for balance sheet items and at average rate over the period for income statement and cash-flow items. The resulting translation difference is recognized in the translation adjustment under shareholders’ equity. Cumulative translation adjustments as at 31 January 2020 amounted to (3.8) million euros compared with (23.2) million euros at 31 January 2019.

6

As at 31 January 2020, the Group held 132,468 shares within the framework of the liquidity contact and 5,968 shares for the purposes of fulfilling the commitments on the stock-option and free share allocation programs reserved for employees and Group executives. This compares with 152,142 and 8,349 respectively as at 31 January 2019. Under the liquidity contract, shares cannot be sold freely by Quadient unless the contract is cancelled. This contract was signed in accordance with the French association of investment companies (AFEI) code of ethics, with Exane BNP Paribas.

Free shares

Number of shares

31 January 2019

Bought

Sold

delivery 31 January 2020

Liquidity contract

152,142

488,343

(508,017)

-

132,468

Share-based payments

8,349

10,000

-

(12,381)

5,968

14-1-7: EQUITY MANAGEMENT

14-1-8: INFORMATION ON INVESTORS

In terms of equity management, the Group’s objective is to maintain business continuity in order to generate a return for shareholders and to optimize the cost of capital. The Group manages its capital structure in relation to economic conditions, and can adjust the amount of dividends and share buybacks accordingly.

Quadient carried out an analysis of its shareholder base as at 31 January 2020. No shareholder holding more than 3 % of share capital has significant business dealings of any kind with Quadient.

14-2: Equity instruments

On 16 June 2015, Neopost S.A. issued a senior unsecured representing 4,587,156 shares with a nominal value of net share settled undated bond convertible into new 57.77 euros. This bond is traded on the open market shares and/or exchangeable for existing shares Freiverkehr of the Frankfurt stock exchange. (ODIRNANE) for a notional amount of 265 million euros

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UNIVERSAL REGISTRATION DOCUMENT 2019