QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

The exceptional compensation, based on the description of the achievement of the above objectives, therefore represents 40 of the 2020 fixed compensation of the Chief Executive Officer. In summary, considering that Quadient: performed better in the second half of 2020 than in the ● same period in 2019 and therefore achieved, for this period, the 2020 target as set before the crisis; maintained its EBIT at 80 of the 2019 level despite the ● unprecedented health crisis; drastically increased its cash-flow level; ● protected its shareholders and employees and put in ● place the conditions for lasting performance to catch up with its objective of revenue growth. The Board of Directors therefore decided: that the impact on the compensation of the Chief ● Executive Officer due to the abandonment of all of his variable annual compensation for 2020 did not fairly reflect the performance of the Company during the 2020 financial year, and in particular financial and stock market performance; and therefore to grant him, for the 2020 fiscal year, an ● exceptional remuneration, on the basis of the criteria proposed by the Appointments and Remuneration Committee, i.e. an amount of 204,000 euros and 44,800 US dollars representing 40 of his 2020 fixed annual compensation (a 39 reduction in his total-cash compensation). The Board acknowledged, and also took into account, the fact that this exceptional remuneration represented a lower percentage than the percentage of variable compensation pay-out awarded for this fiscal year to the Quadient Executive Team members. The payment of this exceptional remuneration will be proposed to the vote of the next General Meeting called to vote on the financial statements for the financial year which ended on 31 January 2021.

in addition, the exceptional OPEX reduction plan ● requested by the Board has been implemented and the target of 40 million euros in savings achieved and largely exceeded, EUR 46.6 million, i.e. 16.5 more than planned; regarding this objective, the achievement was validated ● by the Board at 120 . Preserving the interests of shareholders by limiting the impact of the decline in activity on Quadient's profitability. Quadient was able, from September 2020 (publication ● of the first half of the year), to present new objectives for 2020, revised upwards in January and then March 2021, particularly in view of an exceptional performance in terms of cash flow creation; the level of Free-Cash-Flow increased by 94 compared ● to 2019 and EBIT remained at 80 of its 2019 level; the debt level decreased from EUR 171 million at the end ● of FY2019, to EUR 72 million at the end of FY2020 (excluding leasing) and, moreover, Quadient did not resort to government loans in any country to maintain its level of cash income during the crisis; Quadient maintained the payment of a dividend for the ● 2019 financial year and announced to return to a normal dividend level as of the 2020 financial year; Quadient announced, on March 30, 2021, a new ● ambitious strategic plan prepared under the direction of the Chief Executive Officer to allow a sustainable recovery of its activity in the current economic context; all of these measures and results were viewed positively ● by investors and analysts, the price of Quadient’s share having returned, as of May 6, 2021, to a level equivalent to the pre-COVID-19 crisis in February 2020; regarding this objective, the achievement was validated ● by the Board at 110 .

SUMMARY TABLE OF REMUNERATION AND OPTIONS AND SHARE GRANTED FOR EACH EXECUTIVE DIRECTOR ❚ TABLE # 1 AFEP-MEDEF CODE ❚

31 January 2021

31 January 2020

(In thousands of euros)

Didier Lamouche Remuneration due for the financial year

150.0

87.5

Valuation of multi-annual variable remuneration awarded during the financial year

-

-

Valuation of options awarded during the financial year

-

-

Valuation of performance shares awarded during the financial year

-

-

TOTAL

150.0

87.5

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UNIVERSAL REGISTRATION DOCUMENT 2020