QUADIENT - 2020 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

HISTORY OF PERFORMANCE SHARE GRANTED ❚ TABLE # 9 AFEP-MEDEF CODE ❚

Free shares Date of General Meeting

01/07/2016 30/06/2017 30/06/2017 28/06/2019 28/06/2019 06/06/2020

Date of Board meeting

27/03/2017 28/06/2018 26/04/2019 23/09/2019 06/01/2020 25/09/2020

Grant Date

27/03/2017 28/06/2018 26/04/2019 23/09/2019 06/01/2020 15/01/2021

Performance conditions

yes

yes

yes

yes

yes

yes

Total number of shares granted, of which to:

246,700 226,600

12,000 391,030 (a)

5,000 386,000

Didier Lamouche – Chairman

-

-

-

-

-

-

as percentage of share capital

-

-

-

-

-

-

Geoffrey Godet – Chief Executive Officer

-

40,000

-

40,000

-

40,000

0.12

0.12

0.12

as percentage of share capital

-

-

-

Vesting date of shares

28/03/2020 29/06/2021 27/04/2022 24/09/2022 07/01/2023 16/01/2024

End of lock-up period date

28/03/2020 29/06/2021 27/04/2022 24/09/2022 07/01/2023 16/01/2024

Number of shares vested as of 31 January 2021

26,158

-

-

-

-

-

Cumulative number of shares cancelled or nullified as of 31 January 2021 NUMBER OF SHARES OUTSTANDING AT OF 31 JANUARY 2021

220,542

32,000

11,000

14,730

-

-

-

194,600

1,000 376,300

5,000 386,000

Correction of an error identified during the preparation of the universal registration document 2020. (a)

2017 PERFORMANCE PLAN SHARE – DETAILS OF THE ACQUISITION IN 2020 ❚

Weight of each performance indicator

Target Objective Maximum

Achievement Level

Acquisition Level

Performance indicator

Minimum

Consolidated Turnover CSS The average annual organic growth rate (expressed as a percentage) of the CSS Consolidated Turnover defined as (Group) Consolidated Turnover minus Quadient MS consolidated Turnover, as stated in Quadient Group reporting over 3 years. SME Consolidated Turnover Growth The average annual growth rate over three years, based on the (Quadient) SME Consolidated Turnover for 2016 financial year. Relative Total Shareholder Return The annualized ratio (expressed as a percentage) of the amount, calculated as the aggregate of the closing Quadient share price on the 29 February 2020, less the opening Quadient share price on the 1 March 2017, plus any dividends paid during the period concerned, divided by the opening Quadient share price on the 1 March 2017 and compared to the average Total Shareholder Return ratio, (calculated in the same manner) of the SBF120 index companies EBIT (FY End of the Vesting Period, i.e. 2019)

20

10

15

20

10.2

0.8

20 40

(3.4)

(2.4) 20.0

(1.9) 21.0

(2.2) 16.2

119.6

18.5

0

20

0.0

2.0 100

3.0 150

(11.7)

0

100

0

24.7

TOTAL

NA

Geoffrey Godet did not receive any performance shares for the 2017 LTI plan. As a consequence, no performance shares vested in 2020 for him.

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UNIVERSAL REGISTRATION DOCUMENT 2020