QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

These remuneration items will be the subject of a general meetings, approves the remuneration policy resolution submitted by the Board of directors to the including the principles and criteria for setting, allocating General Meeting. The resolution will be worded as follows: and awarding the fixed, variable and exceptional items “Having read the corporate governance report provided comprising the total compensation and benefits of any for in Article L.225-37 of the French commercial code and kind presented in the aforementioned report and in accordance with article L.225-37-2 II of the French attributable to the Chairman’s corporate office. This policy commercial code, the General Meeting, voting under the is described in section 2.4.6 "The Chairman - Remuneration quorum and majority conditions required for ordinary 2020" of the universal registration document 2019.”

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THE CHIEF EXECUTIVE OFFICER – REMUNERATION 2020

2° Annual fixed remuneration Annual fixed remuneration is set by the Board of directors on the Remuneration and Appointments Committee’s recommendation in accordance with the Afep-Medef code’s principles. The fixed remuneration of the Chief Executive Officer has thus been established in relation to the scope of the position and to practices observed in French and international groups where activities, revenues, market capitalization, number of employees and challenges are similar to those of Quadient’s. For 2020, as each year, the Remuneration and Appointments Committee uses studies produced by the external consulting firm Mercer to draw remuneration benchmarks for all of the management team positions. As regards the Chief Executive Officer’s remuneration, the committee refers to a panel comprising about 15 companies and, with the assistance of the aforementioned consulting firm, verifies the the Chief Executive Officer remuneration’s position. For financial year 2020, his annual fixed remuneration would be unchanged from the previous year, i.e.: gross annual fixed remuneration for his duties as Chief ● Executive Officer of the Company of 510,000 euros, paid in France; gross annual fixed remuneration of 112,000 US dollars ● for his duties as director of the subsidiary Mailroom Holding Inc., paid in the United States. This fixed remuneration appears to be in line with the practice of the chosen panel, both as regards structure and amount. The breakdown of the gross annual fixed remuneration between the various duties of Chief Executive Officer of the Company and director of the subsidiary Mailroom Holding Inc., may be reviewed by mutual agreement to take into account, in particular, the time and resources The Chief Executive Officer has indicated that, in view of (i) the current situation related to the Covid-19 health crisis, (ii) the efforts, in particular in terms of compensation, to be implemented by the Group and its employees as described in the press release dated April 21, 2020, as well as (iii) the actions already implemented to address the health crisis as described in section 3.3 of Chapter 3 " Management Report" of this universal registration document, he renounced to his annual variable compensation for the year 2020. The Board of directors acknowledged his decision and praised the Chief Executive Officer's initiative. dedicated to each of these duties. 3° Annual variable remuneration

Pursuant to Article L.225-37-2 of the commercial code, as amended by the Pacte Law and its implementing regulations of November 2019, this report, drawn up by the Board of directors, sets out the principles and criteria for setting, allocating and awarding the fixed, variable and exceptional components comprising the total remuneration and benefits in kind awarded to the Chief Executive Officer, Geoffrey Godet, in respect of his corporate office, which shall be put to the vote in the General Meeting of July 6, 2020. Should the General Meeting of July 6, 2020 not approve this resolution, the remuneration shall be set in accordance with existing practices within the Company. Pursuant to article L.225-37-2, it is hereby specified that the payment of variable and exceptional components to Geoffrey Godet for the financial year 2020 shall be subject to approval of the General Meeting called to vote on the financial statements for the financial year which ended on January 31, 2021. The remuneration elements for the Chief Executive Officer are therefore established on the basis of the Quadient remuneration policy considering his duties within Quadient, his experience, years of service and performance, as well as market practices. Any future increases in remuneration shall take into account Quadient’s performance as well as market practices. Due to the amount of time spent in the United States on account of the importance of this country for Quadient, approximately 15 % of Geoffrey Godet’s fixed and variable remuneration is paid in US dollars by the subsidiary Mailroom Holding Inc. for his mandate within this company. Finally, Geoffrey Godet has no employment contract within the Company or any other company within the Group. Decisions regarding the remuneration of the Chief Executive Officer are the responsibility of the Board of directors and are based on proposals from the Remuneration and Appointments Committee. The remuneration of the Chief Executive Officer breaks down as follows: 1° Compensation as a director (formerly directors' fees) The Chief Executive Officer should receive a maximum of 30,000 euros in 2020 on an annual basis in respect of his corporate office as director of Neopost S.A. This amount is unchanged compared to the previous year.

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UNIVERSAL REGISTRATION DOCUMENT 2019