QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Changes to the remuneration policy related to long term incentive plans and Chief Executive Officer balance of EUR/USD compensation

Executive Summary: The Board asks for your support to approve the amendment of the Chief Executive Officer's performance share ● plans to align them with the changes already approved by the Board for Quadient's employees to account for the impact of 2020’s pandemic on the Company’s organic growth objective. For 2018, 2019 and 2020 plans: keep RTSR unchanged in 2018, 2019 and 2020 plans to respect the alignment with shareholders’ interests that - have been impacted as well during this crisis, remove 2020 absolute revenue objective to neutralize its impact over the three-year vesting schedule, - cancel one third of the shares attached to the internal performance criteria, - increase the target objective for 2021 revenues to compensate for lower comparison base in 2020; - For 2021 plan: ● reduced the RTSR from 60 to 40 of the total objectives to the introduction of a new criteria: the Return on - Capital Employed (ROCE) criteria with a weigh of 20 , revised the payout scale related to the Company’s performance against the SBF 120, - increase the target objective for 2021 revenues to compensate for lower comparison base in 2020; - In context of increased activity in the United States, Mr. Godet’s EUR/USD compensation split will be modified from ● 85 /15 to 75 /25 .

The Board, following recommendation from the Appointments and Remuneration Committee, would like to ask for your support to partially amend the criteria used to measure the performance shares plans of the Chief Executive Officer that have been impacted by the unexpected financial turmoil of 2020. Those changes are required to keep the eligible participants of the current performance share plans (around 180 employees and executives), motivated towards reasonable and achievable goals as they have been strongly committed to support the Company during the pandemic. Their engagement for the success of Quadient has been instrumental, and we want to reward their support and contributions as they will continue to be the cornerstone for the Company’s future success. The Appointments and Remuneration Committee wants to highlight that no amendment is asked for any relative performance (RTSR) condition adjustment as we consider that all companies suffered from the same difficult conditions. As the predominant part of 2018, 2019 and 2020 performance share plans are based on relative total shareholder return, the amendments for which we are seeking your approval concern only the minor parts of the plan. Furthermore, for the absolute key internal criteria – organic growth – the proposed new targets have been raised to avoid any windfall effect due to an expected strong recovery and what could be considered an unfair comparison base to past years. Finally, 33 of the shares attached to the internal performance criteria have been cancelled to respect the alignment with shareholders’ interests that have been impacted as well during this crisis. Details and calculations are displayed in the report.

Additionally, the Board decided to update the performance conditions attached to the 2021 performance share plan. Indeed, Quadient is transforming in-depth its business, accelerating the development of its software activities with the recent acquisitions of YayPay and Beanworks and migrating its technology towards Saas and Cloud. To be successful, Quadient must profoundly develop and acquire new skills. Although a global company, more than 50 of the revenue of Quadient is coming from North America. This, and the last acquisitions all US based, make this market a key location to attract new skills and retain talents. Moreover, 64 of our Executive and Senior Leaders Team (top 150) is non-French and 33 North American, including our CEO. Consequently, our attractiveness of talent depends, among other things, on our ability to build competitive incentive and retention plans in comparison with the European and North American Markets, not only French. The benchmark analysis recently done on these markets, concerning long-term incentives practices guided us to build our 2021 LTI plan in general and to adjust, among others, our approach concerning the RTSR in particular. Thus, the payout scale regarding Relative total shareholder return vs. SBF 120 has been revised. Indeed, the Appointments and Remuneration Committee proposes to set the threshold at the 33 rd percentile of the SBF 120. The Board considers that as this is a challenging objective as this performance has not been achieved by Quadient during, at least, the previous three financial years. One of the reasons why this criterion is particularly challenging is that it is difficult for Quadient to identify a relevant peer group, and the most relevant, albeit particularly challenging, comparable in the Board's opinion remains the SBF 120.

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UNIVERSAL REGISTRATION DOCUMENT 2020