QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Enhanced Disclosure

As a consequence, the Board considers this threshold as demanding and requiring an ambitious improvement in the Company's stock market situation. We would like to stress out that this lowered threshold is not a way to guarantee any kind of payment to the future eligible participants of the plan. Finally, the ceiling that has to be reached to be able to vest the totality of the performance shares has been raised to the 75 th percentile which is far above the median and has not been achieved by the Company stock in years. Additionally, the decision was made to introduce the Return on Capital Employed (ROCE) as requested by some of our shareholders. Quadient has made significant investments in the past 3 years and will continue investing in key initiatives to reach its growth ambition. The ROCE will help tracking the return on these investments in a transparent and rewarding manner as part of the long term incentive plan. Finally, due to the amount of time spent in the United States on account of the importance of this country for Quadient, and in order to reflect the effective split of the CEO's activity between Europe and the United States, the Board decided to review in 2021 the breakdown of his remuneration in euros and US dollars. Therefore, 25 of Geoffrey Godet’s fixed and variable remuneration will be paid in US dollars by the subsidiary Quadient Holdings, Inc. for his contributions to the US activity within his mandate to Quadient S.A.

In line with market practice, the Appointments and Remuneration Committee reviews its effectiveness on a regular basis. It also believes that progresses have been made to disclose the balanced decisions taken with care related to the remuneration of our Chairman and Chief Executive Officer in order to provide stakeholders with a clear vision of the remuneration strategy and to enable well-informed decisions. In this regard, the Afep-Medef table #2 has been revised to display the difference between amount due and amount paid for each of the fiscal year. Finally, clarification has been given regarding potential post mandate vesting of performance shares. Would the Board exercise any discretion to enable post-mandate vesting, it would be done on a prorated basis for the time spent in the Company and with an assessment of the performance criteria initially set. Further details are disclosed in the Remuneration report. The Appointments and Remuneration Committee is convinced that the 2021 remuneration policy and the amendments to the long-term incentive plans, which will be submitted for approval at the Annual General Meeting of 1 July 2021, are fair and balanced for all stakeholders and that they will create long-term value for Quadient. Sincerely yours,

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Vincent Mercier Chairman of the Appointments and Remuneration Committee

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UNIVERSAL REGISTRATION DOCUMENT 2020