QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Board members

The methods for calculating the remuneration of non-executive directors will be as follows: base remuneration: 15,500 euros per year; ● attendance remuneration I: maximum of 13,000 ● euros/year, for regularly scheduled meetings; the amount may be reduced depending on personal attendance in each of these meetings (attendance remuneration I/ = 13,000 euros/number of ordinary meetings * attendance rate at these scheduled meetings); attendance remuneration II: maximum of ● 3,000 euros/year, regardless of the number of extraordinary meetings convened during the year; the amount may be reduced based on personal attendance in each of these meetings (Attendance remuneration II/meeting = 3,000 euros/number of extraordinary meetings * attendance rate at these unscheduled meetings); in the event no extraordinary meeting is convened, the ● 3,000 euros shall be allocated to each director in proportion to his or her actual attendance in the (ordinary) scheduled meetings; the total attendance remuneration (variable portion) is ● therefore capped at 16,000 euros per year, and the annual total amount of remuneration (base + attendance) is capped at 31,500 euros. The methods for calculating the remuneration of Committee members will be as follows: Committee members: 10,000 euros per year; ● Committee Chairperson: 20,000 euros per year; ● The following rules of allocation shall apply to any ad hoc Committee of the Board of Directors that may be established to consider any matter that the Board may deem useful or necessary to monitor or study; ad hoc Committee members: 1,000 euros per meeting ● with a maximum of 15,000 euros per year. The Board of Directors may also propose, in addition to the maximum amount authorised by the General Meeting for the remuneration of directors, to allocate, upon the recommendation of the Appointments and Remuneration Committee, to one or several directors an exceptional remuneration for a specific mission assigned in accordance with article L.22-10-15 of the French commercial code, considering, notably, the scope of such mission, its duration and the involvement required. The allocation of such remuneration shall be subject to the related-party agreement review and approval process.

2020 DIRECTORS REMUNERATION POLICY The methods for calculating the remuneration of Non-Executive Directors are as follows: base remuneration: 15,500 euros per year; ● attendance remuneration I: maximum of 13,000 euros ● per year, for regularly scheduled meetings: the amount may be reduced depending on personal attendance in each of these meetings (attendance remuneration I = 13,000 euros/number of ordinary meetings + attendance rate at theses scheduled meetings); attendance remuneration II: maximum of 3,000 euros ● per year, regardless of the number of extraordinary meetings convened during the year, the amount may be reduced based on personal attendance in each of these meetings (attendance remuneration II = 3,000 euros per number of extraordinary meetings + attendance rate at these unscheduled meetings); in the event no extraordinary meeting is convened, the ● 3,000 euros shall be allocated to each director in proportion to the attendance in the (ordinary) scheduled meetings; the total attendance remuneration (variable portion) is ● therefore capped at 16,000 euros per year, and the annual total amount of remuneration (base + attendance) is capped at 31,500 euros. The Board of Directors met twelve times during the financial year 2020: The Methods for calculating the remuneration of Committee members are as follows; Committee members 10,000 euros per year; ● Committee Chairperson: 20,000 euros per year. ● As of 31 January 2021, no loans or guarantees has been granted or provided in favor of any management bodies of the Company. As of 31 January 2021, no post-mandate obligations, such as remuneration, compensation or benefits, has been entered into by the Company for the benefit of its non-executive directors; 2021 DIRECTORS REMUNERATION POLICY; The maximum amount for the director's remuneration authorized by the General Meeting will be increased from 495,000 euros to 560,000 euros. It is specified that such increase is solely intended to allow for the remuneration of potential missions of director within an ad hoc Committee set up by the Board (see below), the directors' remuneration policy being unchanged compared to the previous year in all other respects.

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UNIVERSAL REGISTRATION DOCUMENT 2020