QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

2.4.3

PAY RATIO

This presentation was made in accordance with the terms of article L. 225-37-3 of the French Commercial Code. The ratios below have been calculated on the basis of fixed and variable remuneration, incentive schemes, profit-sharing and benefits in kind paid during the years in question, i.e. financial years 2018 and 2019, as well as performance shares awarded during the same periods and valued at their fair value. The calculation of averages and medians takes into account 1,101 employees for the 2019 financial year, excluding executive directors. This scope covers employees who have been continuously compensated by one of Quadient’s French entities and who were present

for the entire financial year in question. The remuneration taken into account in 2019 in the calculation of the ratios relating to the Chairman of the Board of directors includes Didier Lamouche and Denis Thiery pro rata temporis for the remuneration solely relating to the exercise of their respective mandates as Chairman of the Board of Directors. In addition, as a result of the separation of the functions of Chairman of the Board of Directors and Chief Executive Officer since financial year 2018, the equity ratios only cover the last two financial years, in accordance with Afep-Medef recommendations dated January 28, 2020 entitled "Guidelines on Remuneration Multiples".

2

January 31, 2020

January 31, 2019

Chairman of the Board of Directors Ratio of Chairman's compensation / average employee compensation

2.4

2.8

Ratio of Chairman's compensation / median employee compensation

3.0

2.8

Chief Executive Officer Ratio of Chief Executive Officer's compensation / average employee compensation

29.7

16.7

Ratio of Chief Executive Officer's compensation / median employee compensation

37.4

21.0

Employees of Quadient Change in average employees’ compensation

+6.3 %

N/A

Financial performance of Quadient Change in revenue

+4.7 % (7.1) %

(1.8) % (1.5) %

Change in current operating income

The increase in the ratios relating to the remuneration of Officer were separated.The change in the average the Chief Executive Officer between 2018 and 2019 is due compensation of employees is linked, among other things, to the payment in 2019 of the variable element of his to the recruitment of a new range of profiles (seeking remuneration for 2018. Since Geoffrey Godet joined the digital skills and niche expertise, which are rare and valued Company on February 1, 2018, he did not receive any on the market to assist Quadient's digitalization) and to variable remuneration for 2017. As a reminder, the position variable compensation paid in 2019 that is more significant of Chief Executive Officer was created on February 1, 2018 than in the previous year, reflecting Quadient's better when the functions of Chairman and Chief Executive performance.

Stock subscription or stock purchase options granted to the top ten non-corporate officer beneficiary employees and options exercised by the latter

There have been no subscription or stock purchase plans since 2012. As regards previous or ongoing plans, no options have been exercised by the top ten non-corporate officer employees.

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UNIVERSAL REGISTRATION DOCUMENT 2019