QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

TABLE # 11 AFEP-MEDEF CODE ❚

Remuneration or benefits due or likely to be due in case of termination or

Remuneration in view of a non-compete clause

Employment contract

Supplemental Pension plan

change in functions

Executive directors (as at 31 January 2021)

2

Didier Lamouche

No

No

No

No

Start date of the mandate: 28 June 2019 End date of the mandate: General Meeting called to approve the financial statements for the financial year that will end on 31 January 2022 Geoffrey Godet

No

Yes (a)

Yes (a)

No

Start date of the mandate: 29 June 2018 End date of the mandate: General Meeting called to approve the financial statements for the financial year that will end on 31 January 2021 Cf. 2.4.6.2 of this universal registration document, the commitments mentioned in the fourth paragraph (a) of article L.22-10-9.

In addition to the defined-contribution supplemental pension scheme (article 83 of the French General Tax Code), the Board of Directors, on the recommendation of the Appointments and Remuneration Committee and in accordance with the resolutions of the General Meeting of 29 June 2018, approved the principle of granting the Chief Executive Officer a supplemental pension scheme. This scheme is based on payments made in cash that will represent 15 of his theoretical annual fixed and variable remuneration (assuming objectives are met at 100 ), that will enable him to constitute his supplemental pension directly, year after year. Geoffrey Godet will allocate these additional payments, net of any social security contributions and taxes, to investment vehicles dedicated to financing his supplemental pension scheme. Pursuant to article L.22-10-8 of the French commercial code, this report sets out the principles and criteria for setting, allocating and awarding the fixed, variable and exceptional components that comprise the total remuneration and benefits in kind awarded to the Chairman of the Board and the Chief Executive Officer, in respect of their respective corporate office, these principles and criteria will be the subject of resolutions put to the vote during the General Meeting of 1 July 2021. This updated remuneration policy, determined in accordance with what the principles presented in section 2.4.1, is intended in particular to take into account the objectives of Quadient's new strategy, announced on March 30, 2021. In addition, the Board, upon recommendation form the Appointments and Remuneration Committee has decided to amend the criteria for the 2021 performance share plan compared with the 2020 plan. The choice was made to 2.4.6

These payments will be subject to performance objectives that will be the same as those related to his variable annual remuneration. The achievement percentage related to the Chief Executive Officer’s annual variable remuneration will therefore apply to these payments but will be capped at a 100 achievement of the objectives. For 2020, since the CEO renounced for the fiscal year 2020 to the benefit of its supplemental pension scheme, the total employer contribution paid by Quadient concerns only the defined-contribution supplemental pension scheme (article 83 of the French General Tax Code) for a total amount of 12,169 euros.

2021 REMUNERATION POLICY – THE CHAIRMAN

AND THE CHIEF EXECUTIVE OFFICER

introduce the Return on Capital Employed (ROCE). Quadient has made significant investments in the past 3 years and will continue investing in key initiatives to reach its growth ambition. The ROCE will help tracking the return on these investments in a transparent and rewarding manner as part of the long term incentive plan. Finally, the Board has decided to set the threshold for the performance criterion "Relative total shareholder return vs. SBF 120" at the 33 rd percentile. As it is difficult to compare the company to a relevant industry peer group that would be facing the same challenges than Quadient, the Board decided to keep using the SBF 120. This is an objective that has not been achieved by Quadient in the previous three financial years and which was therefore considered by the Board to be demanding and to imply an ambitious improvement in the Company's stock market situation, in accordance with market practices.

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UNIVERSAL REGISTRATION DOCUMENT 2020