QUADIENT - 2019 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Board of directors

2.1.8

WORK OF THE BOARD OF DIRECTORS

During the financial year ended January 31, 2020, the 11 members of the Board of directors met seven times with a global attendance rate of 91.2 % . On average, the meetings lasted 4 hours and 17 minutes. Directors’ participation at Board meetings in the financial year 2019:

Attendance rate Number of meetings

100 % 100 % 100 % 100 % 100 % 100 % 100 %

Geoffrey Godet

7/7

Denis Thiery (a)

3/3

Didier Lamouche (a)

4/4

Martha Bejar

7/7

Hélène Boulet-Supau

7/7

Éric Courteille

7/7

Virginie Fauvel

7/7

57 %

William Hoover Jr. (b)

4/7

100 % 100 %

Vincent Mercier

7/7

Richard Troksa

7/7

86 %

Nathalie Wright (b)

6/7

100 %

Christophe Liaudon 3/3 Denis Thiery left the Board of directors on June 28, 2019 and was replaced on this same date by Didier Lamouche (a) These directors had previous commitments planned for a long time, notably with boards of directors of which they are (b) members.

The main themes discussed at Board meetings in 2019 were as follows:

Review of the acquisitions, divestments and projects underway • Monitoring the Group’s new strategy and organization • Monitoring the capital allocation process based upon the Strategy and Corporate Social • Responsibilty’s recommendations Financial communication • Board assessment by an external consultancy • Review of the Board members’ independence under the definition provided in the rules of procedure • Results of the work conducted by the audit committee concerning audits and evaluation of the • internal control system in the Group Approval of the report on the work of the Board and internal control and risk management • procedures Highlights, presentation and analysis of 2018 financial year results • Budget and outlook for 2019 financial year • Forecasts and quarterly results • Approval of the annual and interim consolidated financial statements for Quadient • Approval of the annual and interim individual financial statements for Neopost S.A. • Cash and debt positions, dividends, launch and monitoring of share buyback programs • Refinancing operations • Results of the remuneration committee’s work • Fixed and variable remuneration paid to the Chairman and to the Chief Executive Officer • Performance of free share allocation programs • New allocation of directors’ compensation for 2019 • Plan for allocating free performance shares • Implementation of the share buyback program and delegations granted to the Chief Executive • Officer

Group strategy

Corporate Governance

Internal control

Group finances

Remuneration

Appointments Appointment of Christophe Liaudon as director representing the employees • Selection and appointment of Didier Lamouche as Chairman of the Board • Implementation of the succession plan taking into account the diversity and equal opportunities • policies Once finalized, all documents relating to a Board meeting’s review documents prior to meetings, as well as information agenda are transmitted to the directors by management such as the articles of association and the Board’s rules of at the earliest opportunity, i.e . several days before the procedure. This platform also provides access to the meeting. The elements can be accessed by all Board documents of the various committees, exclusively for members via the Internet platform that enables them to directors who sit on the committee.

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UNIVERSAL REGISTRATION DOCUMENT 2019