QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Board of directors

DEPARTING DIRECTORS

Denis THIERY

Denis Thiery is 64 years old and a French citizen. He was Chairman of the Board from February 1, 2018 to June 28, 2019. Having graduated from HEC, he began his career as an auditor at Coopers & Lybrand in France and in the USA. From 1984 to 1991, he held a number of positions at Wang France, before becoming financial director in 1989. From 1991 to 1997, he was financial director, and then Chief Executive Officer of Moorings, the world leader in yacht chartering, based in the United States. Denis Thiery joined Quadient in 1998 as Group financial director and became Chief Executive Officer and then Chairman and Chief Executive Officer from January 12, 2010 until January 31, 2018. As the functions of Chairman and Chief Executive Officer have been separated as from February 1, 2018, Denis Thiery acted solely as Chairman of the Board of directors from that date until June 28, 2019, and Geoffrey Godet was

appointed Chief Executive Officer by decision of the Board of directors on January 12, 2018. Denis Thiery had been appointed director by the General Meeting of July 10, 2007. His mandate was renewed at the General Meeting of July 1, 2016 for a three-year term, i.e . until the General Meeting called to vote on the financial statements for the financial year ending January 31, 2019. The Board of directors, meeting on April 26, 2019, acknowledged the decision of Denis Thiery not to request the renewal of his mandate as director Denis Thiery left his position as Chairman of the Board of Directors on June 28,

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2019 in favor of Didier Lamouche.. Other mandates in the Group: none Other mandates outside of the Group: none.

2.1.6

EMPLOYEE REPRESENTATIVE DIRECTOR

Christophe LIAUDON

Christophe Liaudon is 49 years old and a French citizen. After spending about ten years in both private and public sectors, he joined Quadient in 2002 to create and organize the treasury department. Since then, Christophe has

Quadient has been a pioneer in the French private placement (PP) market after several USPP deals and was one of the first to issue a Schuldschein in USD. Christophe Liaudon was appointed director representing the employees of Neopost S.A. at the social and economic committee (CSE) of August 27, 2019 for a two-year term. His mandate is due to be renewed at the CSE to be held in 2021. Christophe Liaudon holds 1,015 Quadient shares.

accompanied the Group in its growth in building up the cash management organization and the optimization of the debt structure.

2.1.7

INDEPENDENT DIRECTORS

In accordance with the recommendations of the of this code, the Remuneration and Appointments Afep-Medef code, the rules of procedure of the Board and Committee issues its recommendation on the its committees provide that the Board of directors and the independence of the members of the Board of directors committees be composed of a majority of directors annually in light of these independence criteria. The last deemed to be independent.The Afep-Medef code provides report was presented to the Board of dire ctors on March the following definition of an independent director: “A 27, 2020. It confirmed that nine out of the ten directors on director is independent when he or she has no relationship the Board as of January 31, 2020 (90 % (1) ) were of any kind whatsoever with the company, its group or the independent. Accordingly, all directors on the Board of management of either that could compromise his or her Neopost S.A., with the exception of the Chief Executive freedom of judgement.”Pursuant to the recommendations Officer, are independent.

(1) This rate does not take into account the director representing the employees.

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UNIVERSAL REGISTRATION DOCUMENT 2019