QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

4° Exceptional remuneration The Board of directors decided to amend the remuneration policy so that an exceptional remuneration may be paid to the Chief Executive Officer, if the economic situation permits, for his proper management of the health crisis related to Covid-19 and its consequences for the Group during the financial year 2020. This exceptional remuneration would be decided by the Board on the recommendation of the Remuneration and Appointments Committee based on objective and measurable criteria, with reference, in particular, to the recommendations of the Afep-Medef code to ensure that the remuneration policy complies with the principles of completeness, balance, comparability, consistency, transparency and moderation and also takes into account market practices. It is specified, pursuant to Article L.225-37-2, that the payment of such exceptional remuneration to Geoffrey Godet for the financial year 2020, shall be subject to approval by the General Meeting convened to approve the financial statements for the financial year ending January 31, 2021. 5° Performance shares The long-term component of Geoffrey Godet’s remuneration solely comprises performance share allocation plans open to a range of beneficiaries within the Group, following a decision of the Board of directors taken on the Remuneration and Appointments Committee’s recommendation. The allocations awarded to corporate officers are capped at: 10 % of the total number of free shares allocated ● annually; and 150 % of the fixed annual remuneration valued in ● accordance with IFRS. The final acquisition of the allocated free shares is subject to conditions of presence and performance that will be recorded by the Board of directors at the end of a period of three years following the date of allocation. The vesting of free shares is subject to the existence of a corporate appointment or employment contract with Quadient. Accordingly, no delivery can take place after the termination of any corporate office or employment contract, unless otherwise decided by the Board of directors acting on the recommendation of the Remuneration and Appointments Committee and in accordance with the regulations governing free share plans. The performance criteria described in Table 6 in section "The Chairman & the Chief Executive Officer – 2019 Remuneration" above will be those applied for the remuneration policy 2020 of the Chief Executive Officer. The Chief Executive Officer could receive up to 40,000 performance shares during the financial year 2020. It is hereby specified that 50 % of the amount of free shares definitively acquired by Geoffrey Godet cannot be sold before the end of his corporate offices. This will be the case until he holds a quantity of 50,000 definitively acquired free shares, which he shall then be bound to keep until the termination of said corporate offices.

6°The commitments specified in the fourth paragraph of article L.225-37-3

SUPPLEMENTAL PENSION SCHEME The Chief Executive Officer benefits from the same supplemental pension scheme as the employees of Neopost S.A. The Chief Executive Officer’s supplemental pension scheme comprises a defined-contribution scheme (article 83 of the French general tax code) into which is paid a total of 5 % of his remuneration, capped at 5 times the Social Security ceiling. In order to qualify for this payment, the Chief Executive Officer must liquidate his pension entitlements related to both the French Social Security pension scheme and supplemental schemes.Furthermore, the Chief Executive Officer is also eligible to receive an additional annual cash payment equal to 15 % of his total annual remuneration in the year in question (fixed and variable assuming objectives are achieved at 100 % ), so as to enable him to constitute his own supplemental pension directly, year after year. These payments are subject to performance objectives that are the same as those relating to his annual variable remuneration. The percentage achievement relating to the Chief Executive Officer’s annual variable remuneration would therefore apply to these payments but would be capped at 100 % of the objectives achieved. Geoffrey Godet has indicated to the Board 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 supplemental pension benefit for 2020. COMPENSATION FOR TERMINATION OF DUTIES In the event of dismissal (other than for gross negligence or serious missconduct as defined by French labor laws), the Chief Executive Officer would receive compensation for termination of duties, the gross amount of which would depend on the extent of the achievement of annual performance objectives. In accordance with current market practices, particularly within SBF120 companies, compensation for termination of duties of the Chief Executive Officer would apply from February 1, 2020 until the General Meeting called to vote on the financial statements for the financial year that will end on January 31, 2022. The conditions of this indemnity, for each financial year within this period, would be the following: in the event of dismissal (other than for gross negligence or serious misconduct within the meaning of French labor law), the gross amount of this indemnity would amount to 12 months of remuneration based on his annual fixed and variable remuneration (assuming objectives are achieved at 100 % ), if the average variable remuneration received during the last three financial years corresponds to at least 50 % of his theoretical annual variable remuneration (assuming objectives are achieved at 100 % ), and this, as confirmed by the Board of directors in respect of the criteria set. Financial years in which no variable remuneration is provided for in the Chief Executive Officer’s remuneration policy would be neutralized for the purposes of this calculation.

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UNIVERSAL REGISTRATION DOCUMENT 2019