QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Board of Directors

Directors' charter

Stock market code of ethics

Continuing the initiatives undertaken in recent years on good corporate governance practices, the directors’ charter was approved on 28 March 2011. It allows all directors to use their full skills and ensures that each of them makes an effective contribution, while adhering to the rules of independence, ethics and integrity that are expected from them. The eight articles of the directors’ charter set out a number of principles: Article 1 – Administration and corporate interest; ● Article 2 – Compliance with laws and the articles of ● association; Article 3 – Exercise of office: guiding principles; ● Article 4 – Independence and duty of expression; ● Article 5 – Independence and conflict of interests; ● Article 6 – Integrity, loyalty and duty of discretion; ● Article 7 – Professionalism and involvement; ● Article 8 – Professionalism and efficiency. ● Quadient has also drawn up an ethics code designed to help employees and stakeholders by providing a framework for business decisions and activity. It includes its own references in terms of requirements and practice, as well as providing useful tools and resources for all Group employees. In addition, various internal whistleblowing systems have been implemented in the different countries to detect, penalize and prevent repetition of conduct or situations that are contrary to the ethics approach of Quadient. In 2019, the Group created Ethic's Committee, which works in particular to monitor the whistleblowing system more widely through the use of appropriate tools.

In terms of stock market ethics, the Rules of Procedure define the rights and commitments of directors with a particular emphasis on respecting the confidentiality of information received and restrictions on trading Quadient shares. The stock market code of ethics has been updated and approved by the Board on 3 February 2021. The main change in the code is the creation of Quadient’s Market Abuse Regulation Committee which oversees the treatment of inside information within the Company and assists the Board of Directors and management team in implementing the code. The purpose of the code is to draw the attention of employee and occasional insiders to applicable laws and regulations in this respect, as well to the administrative and/or criminal sanctions associated with non-compliance with these laws and regulations, and implementing preventive measures to enable each and every one to invest in Quadient securities in full compliance with rules regarding market integrity. The stock market code of ethics set out the rules for corporate officers, informed employees and occasional insiders, and include: a summary of the existing laws and regulations in the ● field of stock market ethics together with the corresponding administrative and/or criminal penalties; a definition of the key concepts (inside information, ● informed employees, etc.); clarifications and examples related to the notion of ● inside Information; a summary of the confidentiality obligations imposed ● upon corporate officers, informed employees and occasional insiders; clarifications regarding the no-trading rules and an ● appendix containing a schedule of (i) the periods during which trading is authorized – the red and green periods’ table – and (ii) the embargo periods related to Quadient’s financial communication; clarifications, for the purposes of transparency and ● caution, of the Company’s disclosure obligations vis-à-vis the AMF, with an appendix containing a model declaration; a summary of specific provisions relating to stock ● options and free shares. Every corporate officer and informed employee must sign an undertaking certifying that he/she has read and understood the stock market code of ethics and promises to comply with the terms of the code.

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UNIVERSAL REGISTRATION DOCUMENT 2020