QUADIENT - 2019 Universal Registration Document

FINANCIAL STATEMENTS Neopost S.A. statements of financial position

REMUNERATION OF THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer’s remuneration is partly fixed and partly variable. Variable remuneration is based on the Group’s performance in terms of sales, operating margin and capital employed for 80 % of the target bonus, along with specific objectives on individual performance for 20 % . Variable remuneration shown in the column amounts paid of this table is the amount paid in the current year but relative to the previous year. The variable remuneration paid to the Chief Executive Officer is equal to 100 % of his fixed remuneration when all objectives are achieved, and to 150 % maximum in case of overachievement. With regard to the financial year ended on 31 January 2020, the Chief Executive Officer has achieved his objectives at a level of 116,08 % . Therefore, his variable remuneration excluding compensation of directors is set at 592,008 euros paid by Neopost S.A. and 130,010 United States dollars paid by Mailroom Holding Inc. after the approval by the Annual General Meeting of 6 July 2020. Compensation of directors paid to Geoffrey Godet relate to his appointment at Neopost S.A. With respect to pensions, the Chief Executive Officer and other group executives have a defined contribution pension plan (article 83 of the French general tax code), into which is paid a total of 5 % of their remuneration, within the limit of five times the maximum amount as determined by Social Security.

In order to benefit from this pension, the Chief Executive Officer has to liquidate his retirement pensions in the French Social Security system and complementary pension schemes. After the approval by the Annual General Meeting of 6 July 2020, Geoffrey Godet will benefit from a supplementary pension scheme, paid annually via an allowance. This allowance would be equal to 15 % of his target fixed and variable compensation at 100 % achievement rate. Its payment would be subject to the achievement of objectives identical to those of the bonus. The percentage of bonus achievement would apply to this bonus and would be capped at 100 % . Therefore, on the recommendation of the remuneration and appointments committee, the Board of directors, which determined the variable compensation of the Chief Executive Officer based on the performance for 2019, approved the payment of 153,000 euros payable in France and 33,600 United States dollars payable in the United States, linked to this supplementary pension scheme, for the financial year 2019. Pursuant to article L. 225-37-2, it is hereby specified that this payment shall be subject to the approval of the General Meeting called to vote on the financial statements for the financial year ended on 31 January 2020. As of 31 January 2020, no loans or guarantees have been granted to any manager.

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SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE YEAR TO CORPORATE OFFICERS ❚

Number of options granted during the year

Plan number and date

Valuation of options (a)

Nature of options

Exercise price

Exercise period

Didier Lamouche – Chairman since 28 June 2019 (b)

-

-

-

-

-

-

Denis Thiery – Chairman until 28 June 2019 (b)

-

-

-

-

-

-

Geoffrey Godet – Chief Executive Officer (b)

-

-

-

-

-

-

(a) (b)

IFRS valuation.

No stock options were attributed during the year.

SHARE SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING THE YEAR BY CORPORATE OFFICERS ❚

Number of options exercised during the year

Plan number and date

Exercise price

Didier Lamouche – Chairman since 28 June 2019

-

-

-

Denis Thiery – Chairman until 28 June 2019

-

-

-

Geoffrey Godet – Chief Executive Officer

-

-

-

Free shares There are several objectives in the grant of free shares: attracting and retaining employees with strong ● potential;

acknowledging exceptional performance; ● inspiring strong motivation and commitment to the ● Company’s results through specific free share plans called co-investment and performance based on the Group’s future performance.

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UNIVERSAL REGISTRATION DOCUMENT 2019