QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

For 2021, his annual fixed remuneration would be the following: gross annual fixed remuneration for his duties as Chief ● Executive Officer of the Company of 455,212.50 euros, paid in France; gross annual fixed remuneration of 175,000 US dollars ● for his duties as Director of the subsidiary Quadient Holding Inc., paid in the United States. This fixed remuneration appears to be in line with the practice of the chosen panel, both as regards structure and amount. The breakdown of the gross annual fixed remuneration between the various duties of Chief Executive Officer of the Company and Director of the subsidiary Quadient Holding Inc., may be reviewed by the Board of Directors during the year, by mutual agreement, with the Chief Executive Officer, to reflect the time and resources dedicated to each of these duties. This item of remuneration accounts for 28 of the total target remuneration provided for in the remuneration policy of the Chief Executive Officer. 3° Annual variable remuneration The Chief Executive Officer's annual variable remuneration depends on the progress made by the Group and his individual performance. By way of illustration, for 2021, the variable part of the Chief Executive Officer's remuneration would represent 100 of the fixed part if quantitative and qualitative targets are met. It could rise up to 150 if targets are exceeded. This variable part of the remuneration would be divided in the same proportions as the fixed remuneration between the Company and Quadient Holding Inc. The variable remuneration depends on the Group's results as well as his individual performance. is based on financial criteria for 80 of the target bonus, supplemented by specific qualitative individual performance objectives for 20 . The financial criteria used for the Group's variable compensation for 2021 are as follows: organic revenue growth rate: this criteria was selected ● to demonstrate the recovery in growth as part of the "Back to Growth" strategy; current operating profit (excluding innovation expense ● and assuming a constant scope): the measure of current operating income was chosen to ensure that profitable and sustainable growth is maintained over time; free Cash Flow: this constitutes the main marker of ● value creation over time, and therefore a fundamental indicator for shareholders.

Due to the amount of time spent in the United States on account of the importance of this country for Quadient and in order to reflect the effective split of the CEO's activity between Europe and the United States, the Board of directors decided to review in 2021 the breakdown of his remuneration in euros and US dollars. Therefore, 25 of Geoffrey Godet’s fixed and variable remuneration is paid in US dollars by the subsidiary Quadient Holding Inc. for his mandate within this company. This breakdown may be reviewed by the Board during the year, by mutual agreement with the CEO, to reflect the time and resources dedicated to each of these duties. Finally, Geoffrey Godet has no employment contract within the Company or any other company within the Group. Decisions regarding the remuneration of the Chief Executive Officer are the responsibility of the Board of Directors and are based on proposals from the Appointments and Remuneration Committee. The remuneration of the Chief Executive Officer breaks down as follows: 1° Remuneration as a director The Chief Executive Officer should receive a maximum of 30,000 euros in 2021 on an annual basis in respect of his corporate office as director of Quadient. This amount is unchanged compared to the previous year. This item of remuneration accounts for 1 of the total target remuneration provided for in the remuneration policy of the Chief Executive Officer. 2° Annual fixed remuneration Annual fixed remuneration is set by the Board of Directors on the Appointments and Remuneration Committee’s recommendation in accordance with the Afep-Medef code’s principles. The fixed remuneration of the Chief Executive Officer has thus been established in relation to the scope of the position and to practices observed in French and international groups where activities, revenues, market capitalization, number of employees and challenges are similar to those of Quadient’s. For 2021, as each year, the Appointments and Remuneration committee uses studies produced by the external consulting firm Willis Towers Watson to draw remuneration benchmarks for all of the management team positions. As regards the Chief Executive Officer’s remuneration, the Committee refers to a panel comprising about 12 companies and, with the assistance of the aforementioned consulting firm, verifies the Chief Executive Officer remuneration’s position.

2

Threshold (0.0 )

Target (100 )

Maximum (150 )

Criteria

Weight

40 40 20

Organic growth (a)

995.8

1,037.3

1,058.0

Current operating profit (b)

143.2

152.3

158.4

Free Cash Flow (c)

73.6

81.8

98.2

At constant 2020 exchange rates and scope. (a) Before acquisition-related expenses, excluding innovation expense and at constant scope. (b) Cash flow after capital expenditure. (c)

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UNIVERSAL REGISTRATION DOCUMENT 2020