QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

AMENDMENT OF THE ONGOING PERFORMANCE SHARE PLANS: ❚ Upon proposal of the Appointments and Remuneration Committee, the Board considered on 6 May 2021, in the exceptional context induced by the Covid-19 crisis, that the elements relating to the 2020 fiscal year were not representative of Quadient's global performance over the reference period of the ongoing performance share plans and would thus have a disproportionate impact by entailing a demotivating loss of performance shares for all beneficiaries who were instrumental in the recovery and rebound of Quadient's performance. Therefore, the Board of Directors decided: to not take into account the fiscal year 2020 in the ● measurement of the absolute performance criteria (organic sales growth and consolidated EBIT as a percentage of consolidated sales) and thus to decrease accordingly the envelopes granted to all beneficiaries; to set a more challenging absolute performance ●

to maintain the lower limit and maximum for the ● relative criterion as it was set up and announced initially and to keep the measurement over the three-year period, as planned. As a result, the performance criteria of the 2018, 2019 and 2020 plans have been amended marginally to take into account the impact of the Covid-19 crisis. These amendments are designed to realign the interests of the beneficiaries of the performance share plans (around 180 employees and executives) with the shareholders and were considered by the Board to be balanced and fair in view of the financial results and ambitious objectives announced on March 30, 2021 at the Capital Markets Day. The Chief Executive Officer being among the beneficiaries of these plans, the Board will propose to the General Meeting of July 1, 2021 to approve the adjustment of the performance share plans with regards to the Chief Executive Officer remuneration policy.

2

criterion for the 2019 and 2020 performance share plans that requires a stronger recovery of Quadient’s activity than what was initially set, in order to avoid any windfall effect due to the recovery of the economy; and

Consequently, the 2018 performance share plan would be amended as follows:

Fiscal Year

Lower limit (0 )

Maximum (100 )

Impact on share performance envelope

Weighting Criteria (a)

(1) (1)

0 0

2018

2019

20

Organic sales growth (b)

One third of the shares attached to these criteria, i.e. one third of 40 of the total allocation, are cancelled immediately

Not taken into account

Not taken into account

2020

17.5 17.5

18.5 18.5

2018

Consolidated EBIT as a of consolidatedsales as at 31 January 2021

2019

20

Not taken into account

Not taken into account

2020

Total shareholder return relative to SBF120 (from 28/06/2018 to 27/06/2021)

60

0

+2

No impact

DECREASE OF: (I) THE GLOBAL ENVELOPE FROM 226,600 TO 196,387; AND (II) THE CHIEF EXECUTIVE OFFICER'S ENVELOPE FROM 40,000 TO 34,667

MAXIMUM NUMBER OF SHARES THAT CAN BE GRANTED

0 226,600

TOTAL

The measurement of the performance is linear between the lower limit and the maximum. (a) Based on the average performance of 2018 and 2019. (b)

At the date of publication of the Universal Registration reasonable for all stakeholders regarding past performance Document the results for the absolute internal criteria were of previous plans and exceptional circumstances faced in known. The proposed changes would allow the vesting of 2020. At the date of publication of the Universal 13.3 of the shares out of the 40 maximum for those Registration Document the results for the relative criteria criteria. The Board has deemed this vesting fair and were unknown.

61

UNIVERSAL REGISTRATION DOCUMENT 2020