QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

The Board of directors may also propose, as part of the allocation of such remuneration shall be subject to the 2020 remuneration policy of directors, in addition to the related-party agreement process.

maximum amount authorized by the General Meeting for the compensation of directors (formerly directors' fees), to allocate, upon the recommendation of the Remuneration and Appointments Committee, to one or several directors an exceptional remuneration for a specific mission assigned in accordance with article L.225-46 of the French commercial code, considering, notably, the scope of such mission, its duration and the involvement required. The

As of January 31, 2020, no loans or guarantees had been granted or provided in favor of any management bodies of the Company. As of January 31, 2020, no post-mandate obligations, such as remuneration, compensation or benefits, had been entered into by the Company for the benefit of its non-executive directors.

2.4.5

THE CHAIRMAN & THE CHIEF EXECUTIVE OFFICER – 2019 REMUNERATION

The total remuneration and benefits in kind paid by Neopost S.A. and the companies it controls to Denis Thiery, Chairman until June 28, 2019, Didier Lamouche, Chairman since June 28, 2019, and Geoffrey Godet, Chief Executive Officer, during the financial year 2019, were awarded on the basis of the resolutions approved by the General Meeting on June 28, 2019. These resolutions approved the principles and criteria for setting, allocating and awarding the various elements of this remuneration. At Quadient, the remuneration policy for executive directors is determined by the Board of directors, on the Remuneration and Appointments Committee’s proposal. The Board of directors and the Remuneration and Appointments Committee refer in particular to the recommendations of the Afep-Medef code when

establishing the remuneration and benefits awarded to Quadient’s executive directors. In accordance with these recommendations, they ensure that this remuneration policy complies with principles of comprehensiveness, balance, comparability, consistency, transparency and moderation, and also take market practices into account. Due to the time spent in the United States linked to the importance of this country for Quadient, Geoffrey Godet’s remuneration is partly paid in United States dollars by the subsidiary company Mailroom Holding Inc. The total remuneration and benefits in kind paid and owed by Neopost S.A. and the companies that it controls to Didier Lamouche during the financial year 2019, which ended on January 31, 2020, is allocated as follows:

Overview of the components of Didier Lamouche’s remuneration in his capacity as Chairman (ln thousands of euros)

Paid or due as of January 31, 2020

Annual fixed remuneration (a)

70.0

paid: none - due: 0.0

Annual variable remuneration

Multi-annual variable remuneration

None

Compensation as director (b)

17.5

Benefits in kind (company car, unemployment insurance for business directors)

None

Exceptional remuneration

0.0

Compensation linked to the assumption or termination of duties

0.0

Valuation of performance shares awarded during the financial year

None

The gross annual fixed remuneration is 120,000 euros, paid after June 28, 2019, prorata temporis . (a) Prorata temporis . (b)

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UNIVERSAL REGISTRATION DOCUMENT 2019