QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Related-party agreements

Throughout this period, this compensation is subject to the approval of the General Meeting, in accordance with applicable legal rules. This commitment would continue under these terms and conditions, subject to the approval of the General Meeting. 7° Benefits in kind The Chief Executive Officer benefits from the current life and disability insurance and supplemental health insurance schemes, unemployment insurance for company directors, a company car, assistance with filing his annual French and United States tax declarations and reimbursement of reasonable business expenses incurred in the course of performing his duties, on presentation of appropriate receipts, in accordance with Company policy. The Chief Executive Officer does not receive any other remuneration for his corporate appointment. He does not therefore receive any multi-annual variable remuneration or any allocation of share subscription or purchase options. The Chief Executive Officer has not signed a non-compete clause, but must give a notice period of six months in the event of resignation.

These remuneration items will be the subject of a resolution submitted by the Board of directors to the General Meeting. The resolution will be worded as follows: “Having read the corporate governance report provided for in article L.225-37 of the French commercial code and in accordance with article L.225-37-2 of the French commercial code, the General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, approves the remuneration policy including the principles and criteria for setting, allocating and awarding the fixed, variable and exceptional items (including the performance shares) comprising the total compensation, the commitments specified in the fourth paragraph of article L.225-37-3 of the French commercial code and benefits of any kind presented in the aforementioned report and attributable, in respect of his corporate mandate, to Mr. Geoffrey Godet, Chief Executive Officer. This policy is described in section 2.4.7 "The Chief Executive Officer - Remuneration 2020" of the universal registration document 2019.”

Related-party agreements 2.5

The Board of directors has decided to remove from the scope of the related-party agreements, the agreements with Mr. Geoffrey Godet, in accordance with the French ordinance n°2019-1234 and its implementing decree n°2019-1235. In accordance with Article L.225-39 of the French commercial code, the Board of directors carries out, when necessary, the assessment of agreements entered into under normal terms and conditions to ensure that they continue to meet these conditions.

The Board of directors is informed of any draft agreement likely to constitute a related party agreement or a so-called free agreement and of its evaluation by the competent management, in particular the Group's legal and financial management, for qualification purposes. When a member of the Board of directors has a direct or indirect interest in the agreement, he or she does not take part in its evaluation. At least once a year, and regularly, an item on the agenda of the Board of directors shall be dedicated to the application of this process.

Summary table of the Extraordinary 2.6 General Meeting delegations to the Board of directors

The General Shareholder Meeting of Neopost S.A. held on June 28, 2019 approved the following resolutions, giving the Board of directors powers to: issue ordinary shares and securities giving access to the ● Company’s share capital, maintaining shareholders’ preferential subscription rights, for a period of 26 months; issue ordinary shares, with the suppression of ● shareholders’ preferential subscription rights, through an offer to the public, for a period of 26 months;

issue ordinary shares, with the suppression of ● shareholders’ preferential subscription rights through private placement in accordance with the provisions of clause II of article L.411-2 of the French monetary and financial code, for a period of 26 months; issue securities giving access to the Company’s share ● capital, with the suppression of shareholders’ preferential subscription rights through an offer to the public, for a period of 26 months;

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UNIVERSAL REGISTRATION DOCUMENT 2019