QUADIENT - 2020 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

2.4.5

2020 REMUNERATION – THE CHAIRMAN AND THE CHIEF

EXECUTIVE OFFICER

The total remuneration and benefits in kind paid by Quadient S.A. and the companies it controls to Didier Lamouche, Chairman and Geoffrey Godet, Chief Executive Officer, during the financial year 2020 were awarded on the basis of the resolutions approved by the General Meeting of July 6, 2020. These resolutions approved the principles and criteria for setting, allocating and awarding the various elements of this remuneration. At Quadient, the remuneration policy for executive directors is determined by the Board of Directors, upon the Appointments and Remuneration Committee’s proposal.

The Board of Directors and the Appointments and Remuneration Committee refer in particular to the recommendations of the Afep-Medef code when establishing the remuneration and benefits awarded to Quadient’s executive directors. In accordance with these recommendations, they ensure that this remuneration policy complies with principles of comprehensiveness, balance, comparability, consistency, transparency and moderation, and also take market practices into account and, more generally, Quadient's corporate interest. Due to the time spent in the United States linked to the importance of this country for Quadient, Geoffrey Godet’s remuneration is partly paid in United States dollars by the subsidiary company Quadient Holding Inc.

The total remuneration and benefits in kind paid and owed by the Quadient S.A. and the companies that it controls to Didier Lamouche during the financial year 2020, which ended on January 31, 2021, is allocated as follows:

Overview of the components of Didier Lamouche’s remuneration in his capacity as Chairman (ln thousands of euros)

Paid or due as of 31 January 2021

Fixed remuneration

120.0

Annual variable remuneration

-

Multi-annual variable remuneration

-

Remuneration as director

30.0

Benefits in kind (company car, unemployment insurance for business directors)

-

Exceptional remuneration

-

Remuneration linked to the assumption or termination of duties

-

Valuation of performance shares granted during the financial year

-

The total remuneration and benefits in kind paid and owed by Quadient S.A. and the companies that it controls to Geoffrey Godet during the financial year 2020, which ended on 31 January 2021, is allocated as follows:

Overview of the components of Geoffrey Godet’s remuneration in his capacity as Chief Executive Officer (ln thousands of euros)

Paid or due as of 31 January 2021

Annual fixed remuneration (a)

607.4

paid: 705.1 due: 0.0

Annual variable remuneration (b)

Multi-annual variable remuneration

-

Compensation of directors

30.0

Benefits in kind (company car, unemployment insurance for business directors, supplementary retirement plan paid in cash)

paid: 198.8 due: 16.6 paid: 0 due: 243.0

Exceptional remuneration (c)

Compensation linked to the assumption or termination of duties

-

Valuation of performance shares awarded during the financial year 335.2 The fixed remuneration is divided in two parts: 510,000 euros paid in France and 112,000 United States dollars paid (a) in the United States. The EUR/USD exchange rate used is the budget rate, i.e. 1.15 for the financial year 2020. The annual variable remuneration “due” corresponds to the bonus provisioned in Quadient S.A. and Quadient Holding Inc. (b) financial statements at the end of the financial year while the annual variable remuneration “paid” corresponds to the bonus paid with respect to the previous year, representing 0 of the fixed remuneration paid in 2020. The exceptional remuneration is divided in two parts: 204,000 euros paid in France and 44,800 United States dollars (c) paid in the United States. The EUR/USD exchange rate used in this table is the budget rate, i.e. 1.15 for financial year 2020.

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UNIVERSAL REGISTRATION DOCUMENT 2020