QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Stock subscription or stock purchase options

The following plans were approved:

Number of options to be allocated

Duration of authorization

Date of Annual General Meeting

February 9, 2000

1,200,000

5 years

July 9, 2003 (a)

900,000

38 months

July 5, 2006

960,000

38 months

July 7, 2009 38 months Of which 33,300 free shares were allocated in accordance with the authorizations of the General Meetings of July 9, 2003 (a) and July 6, 2005. 960,000

These stock subscription or stock purchase options were granted to the executive team and the most high-potential employees having an impact on value creation within Quadient. Details of these subscription plans are provided in table #°8 of the Afep-Medef code in this section.

Performance shares

Number of shares to be allocated

Duration of authorization

Date of General Meeting

July 5, 2006

320,000

38 months

July 6, 2010

400,000

26 months

July 4, 2012

300,000

26 months

July 1, 2015

360,000

26 months

July 1, 2016

400,000

26 months

June 30, 2017

400,000

26 months

June 28, 2019

400,000

14 months

The awards granted are listed in table #9 of the Afep-Medef recommendations in this chapter.

Employee savings plan

A Group company savings plan (PEE) was introduced by Neopost S.A. in September 1998. Employees of Neopost S.A. or French companies related to it as defined in article L. 225-180 of the French commercial code, are eligible to join the Neopost group company savings plan, subject to a minimum of six months of service in the company. A collective pension saving scheme (PERCO) was introduced in Neopost S.A. and the Group’s French companies, open to employees that have a minimum of three months of service in the Company. A collective employee shareholding fund (FCPE) was created and approved by the Securities and Stock Exchange

Commission, now the AMF, on January 19, 1999. This fund was created to manage the amounts received under the Neopost group company savings plan. The Quadient FCPE mainly invests the amounts received in Quadient shares and the investments are frozen for a period of five years, except in legally-allowed cases of early release. The Neopost S.A. General Meeting of June 28, 2019 granted the Board of directors the powers required to issue, on one or more occasions and over a 26-month period, shares reserved in particular for employees benefitting from the Neopost group company savings plan, subject to a nominal limit of 600,000 euros.

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UNIVERSAL REGISTRATION DOCUMENT 2019