QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Exceptional remuneration of the Chief Executive Officer for 2020

As mentioned in the letter from the Chairman of the Remuneration and Appointment Committee, Geoffrey Godet waived, as a measure of solidarity, all his variable annual remuneration for 2020 and the payment of his supplementary pension for the 2020 financial year which represented a sacrifice of 57 of his total-cash compensation. The Board highly appreciated Geoffrey Godet's decision to make this solidarity effort at the start of the health crisis in view of the uncertainties that 2020 represented for Quadient, its employees and its shareholders and therefore, with regard to the difficulty in assessing the performance of the Chief Executive Officer in this unprecedented context, proposed during the last General Meeting to approve that an exceptional remuneration could be paid to the Chief Executive Officer if the Covid-19 health crisis and its consequences for the Group were successfully managed during the 2020 financial year, on the basis of objective and measurable criteria recommended by the Remuneration and Appointment Committee. The principle of this exceptional remuneration was approved at the General Meeting of July 6, 2020. Following Quadient's economic recovery in the second half of the year, with an extremely rapid financial recovery, given the context, and in light of Quadient's priorities announced on May 27, 2020, the Board of Directors, at its meeting on May 6, 2021, upon recommendation of the Remuneration and Appointment Committee decided that it was fair and equitable to reward the Chief Executive Officer for his results while having a rational, reasonable and transparent approach to define the basis for calculating the exceptional remuneration and the performance criteria. It was decided to consider the following criteria to assess the performance of the Chief Executive Officer: regarding the critera for determining the exceptional ● remuneration: historically, the variable part of the CEO is based on - 80 quantitative criteria and 20 qualitative criteria, each target being capped at 150 , in the event that the Chief Executive Officer had not - waived his bonus, he would have performed on the qualitative part 20 and on the quantitative part on the Free-Cash-Flow criteria (20 of 80 ), the Board therefore found it reasonable to determine a - new basis for calculating the exceptional remuneration as 36 of the fixed compensation, capped at 150 in the event the targets are exceeded; regarding the criteria used to assess the performance ● of the Chief Executive Officer, the Board followed the recommendation of the Appointments and Remune- ration Committee, which was based on the priorities announced on May 27, 2020 and formalized three objective and measurable criteria: protecting the health and safety of employees, while 1. maintaining continuity of service for Quadient’s customers and partners (33 ), Quadient's operational results in the context of the 2. health crisis, in comparison with 2019: evolution of EBIT and Free-Cash-Flow compared to 2019 and

achievement of the OPEX reduction objectives given by the Board in May 2020 (33 ), preserving the interest of shareholders by limiting the 3. impact of the decline in activity on Quadient's profitability (34 ). After reviewing the performance of the Chief Executive Officer for the financial year 2020 in regard to these criteria, the Board concluded that Quadient had demonstrated exceptional resilience and performance in the context of the Covid-19 crisis: Protecting the health and safety of employees, while maintaining continuity of service for customers and partners. Quadient distinguished by the implementation of a ● significant series of solidarity measures towards its employees, in particular by: maintaining salaries and benefits coverage for all of - its employees (including in countries where this is not a legal obligation), maintaining employment and use of partial - unemployment and furlough in a limited amount of time, the implementation of internal training programs for - employees to allow job retention and internal mobility, the offer of psychological support for all employees - through an “Employee Assistance Program” in all the countries where Quadient is established, and the implementation of a program which enabled - Senior Leaders to donate, altogether, a total of 350 days of paid leave to employees who expressed a need for additional days of paid leave (for example, for children-care or support of family members affected by COVID-19); regarding this objective, the achievement was validated ● by the Board at 100 . Quadient's operational results in the context of the health crisis, compared to 2019. Quadient successfully continued the implementation of ● its "Back to Growth" plan during the fiscal year 2020 by: the implementation of the new Quadient branding, - continuous renewal of the Executive Team and senior - management positions, the simplification of the organizational structure of - Quadient, and the implementation of sales development programs - based on the synergies between its solutions and the establishment of focused objectives for the operational teams; these measures enabled a faster-than-expected ● recovery and higher second-half results compared to the same period in 2019 on the following indicators: EBIT (+0.3 ), - free-Cash-Flow (EUR 91.1 million in 2020 against - EUR 64.9 million in 2019, i.e. 94 increase), and profitability (16.4 in 2020 against 15.8 in 2019); -

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UNIVERSAL REGISTRATION DOCUMENT 2020