QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

2.4.4

REMUNERATION POLICY OF NON-EXECUTIVE DIRECTORS

TABLE OF COMPENSATION RECEIVED BY NON-EXECUTIVE DIRECTORS ❚ TABLE #3 AFEP-MEDEF CODE ❚

(In euros)

January 31, 2020

January 31, 2019

Compensation of directors (formerly directors' fees) Martha Bejar

2

31,500

-

Hélène Boulet-Supau

51,500

46,500

Éric Courteille

51,500

51,500

Virginie Fauvel

41,500

41,500

William Hoover Jr.

28,133

36,333

Christophe Liaudon, director representing the employees

13,125

-

Vincent Mercier

76,500

76,500

Catherine Pourre (has left the Board on 2018)

-

29,250

Richard Troksa

51,500

46,500

Nathalie Wright

35,567

31,333

Total

380,825

359,416

Other remuneration

-

-

Chairman’s compensation as a director(a)

30,000

30,000

Chief Executive Officer’s compensation as a director

30,000

15,000

TOTAL COMPENSATION OF DIRECTORS, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

440,825

404,416

Maximum amount authorized by the General Meeting 495,000 Including 17,500 euros compensation of directors received by Didier Lamouche and 12,500 euros by Denis Thiery. (a) 495,000

In respect of their mandate as a director, the Chairman of the Board and the Chief Executive Officer receive a fixed amount of 30,000 euros per year for 100 % attendance.

Board members

The methods for calculating the remuneration of non-executive directors (formerly directors' fees) are as follows: base remuneration: 15,500 euros per year; ● The Board of directors met seven times during the financial year 2019; attendance remuneration I: maximum of ● 13,000 euros/year, for (ordinary) scheduled meetings; the amount may be reduced depending on personal attendance in each of these meetings (attendance remuneration I/meeting = 13,000 euros/number of ordinary meetings * attendance rate at these scheduled ● 3,000 euros/year, regardless of the number of extraordinary meetings convened during the year; the amount may be reduced based on personal attendance in each of these meetings (Attendance remuneration II/meeting = 3,000 euros/number of extraordinary meetings * attendance rate at these unscheduled meetings); meetings); attendance remuneration II: maximum of

in the event no extraordinary meeting is convened, the ● 3,000 euros shall be allocated to each director in proportion to his or her actual attendance in the (ordinary) scheduled meetings; the total attendance remuneration (variable portion) is ● therefore capped at 16,000 euros per year, and the annual total amount of attendance remuneration is capped at 31,500 euros. Committee remunerations are subject to the personal attendance rule. committee members: 10,000 euros per year; ● committee Chairperson: 20,000 euros per year; ● lead director: additional 15,000 euros per year. ● These remuneration criteria described above will apply in the context of the 2020 remuneration policy of directors.

49

UNIVERSAL REGISTRATION DOCUMENT 2019