QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Board of Directors

2.1.8

WORK OF THE BOARD OF DIRECTORS

During the financial year ended 31 January 2021, the 12 members of the Board of Directors met twelve times with a global attendance rate of 98.66 . On average, the meetings lasted 3 hours and 12 minutes. Directors’ participation at Board meetings in the financial year 2020:

Attendance rate Number of meetings

2

100 100 100 100 100 100 100 100 92

Geoffrey Godet

12/12

Didier Lamouche

12/12

Martha Bejar

12/12

Hélène Boulet-Supau

12/12

Éric Courteille

12/12

Virginie Fauvel

11/12

William Hoover Jr

12/12

Vincent Mercier

12/12

Richard Troksa

12/12

92

Nathalie Wright

11/12

100 100

Christophe Liaudon

12/12

Nathalie Labia (a)

5/5

(a)

Appointed in August 2020.

The main themes discussed at Board meetings in 2020 were as follows:

Monitoring the Company's strategy and organization, notably in the health crisis context - Results of the Strategy and Corporate Social Responsibility Committee’s work - Financial communications and investor relations - Review of the acquisitions, divestments and other strategic projects underway - Annual Board assessment - Review of the Board members’ independence under the definition provided in the rules of procedure - Proper timing and administration for the 2020 Annual General Meeting due to COVID-19 restrictions - Regular review of the Company’s markets solutions and customer needs - Assess technical risks and opportunities related to the Company’s research and development, - innovation and Supply chain activities Monitor the Company’s organization and human resources priorities - Monitor the Company’s activities related to environmental, social and governance risks - and opportunities Results of the work conducted by the Audit Committee concerning audits and evaluation of the internal - control system in the Group Approval of the report on the work of the Board and internal control and risk management procedures -

Strategy

Corporate Governance

Business and customers

Internal controls

Highlights, presentation and analysis of 2019 financial year results - Budget and outlook for 2020 financial year - Forecasts and quarterly results -

Finance

Approval of the annual and interim consolidated financial statements for Quadient - Approval of the annual and interim individual financial statements for Quadient S.A. - Cash and debt positions, dividends, launch and monitoring of share buyback programs - Refinancing operations -

Results of the Appointments and Remuneration Committee’s work - Remuneration policy of the Chairman and the Chief Executive Officer -

Remuneration

Performance of free share allocation programs - New allocation of directors’ remuneration for 2020 - Plan for allocating free performance shares - Implementation of the share buyback program and delegations granted to the Chief Executive Officer -

Appointment of Nathalie Labia as employee representative director -

Appointments

37

UNIVERSAL REGISTRATION DOCUMENT 2020