QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Information that could have an impact in the event of a takeover bid or exchange offer

issue securities giving access to the Company’s share ● capital, 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; increase the value of issuances in case of ● oversubscription related to the issuance of ordinary shares or securities giving access to the Company’s share capital, for a period of 26 months; increase the share capital by capitalizing reserves, ● profits or premiums, for a period of 26 months; increase the share capital by issuing ordinary shares ● and securities giving access to the share capital to compensate contributions in kind, within the limit of 10 % of the share capital, for a period of 26 months; issue ordinary shares and securities giving access to the ● Company’s share capital, in the case of a public exchange offering initiated by the Company, for a period of 26 months; increase the share capital and conduct share transfers ● reserved for Group employees in application of the provisions of article L.3332-1 et seq. of the French labor code, for a period of 26 months;

proceed with increases in the share capital reserved for ● financial institutions or companies created specifically for implementing an employee savings scheme for the benefit of the employees of certain subsidiaries or foreign branch offices of the Group equivalent to the existing saving schemes of the Group’s French and foreign companies, for a period of 18 months; proceed with allocations of free existing shares or ● shares to be issued with the suppression of shareholders’ preferential subscription rights, for a period of 14 months; cancel the shares acquired under the Company’s share ● buy-back program, for a period of 18 months. Only the authorization relating to allocations of free existing shares or shares to be issued was used during the financial year 2019. The full wording of these authorizations is available on request from Neopost S.A. head office. The General Shareholder Meeting of Neopost S.A. called on July 6, 2020 to vote on the financial statements for the financial year that ended on January 31, 2020 will be asked to renew these authorizations on similar terms.

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Information that could have an impact 2.7 in the event of a takeover bid or exchange offer

In accordance with the provisions of article L.225-100-3 of the French commercial code, the factors that could have an impact on a takeover bid are the following: the Company’s capital structure as described in chapter ● 7 of the universal registration document; direct or indirect investments in the Company’s capital ● known to the Company pursuant to articles L.233-7 and L.233-12 of the French commercial code, as described in chapter 3 of the universal registration document; the rules applicable to the appointment and ● replacement of members of the Board of directors and amendments to the Company’s articles of association, which are decided by General Meetings;

the Board of directors’ powers as delegated by the ● General Shareholder Meeting, particularly those relating to the issue or buy-back of shares, as described in chapter 7 of the universal registration document. To the best of the Company’s knowledge, there are no agreements between shareholders that could lead to restrictions in the transfer of shares and the exercise of voting rights.

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UNIVERSAL REGISTRATION DOCUMENT 2019