QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

This item of remuneration, at target, accounts for 28 of the total target remuneration provided for in the remuneration policy of the Chief Executive Officer. 4° Long term incentives The long-term component of Geoffrey Godet’s remuneration comprises a performance share allocation plan opens to a range of beneficiaries within the Group, following a decision of the Board of Directors taken upon the Appointments and Remuneration Committee’s recommendation. The allocations awarded to the Chief Executive Officer are capped at 150 of the fixed annual remuneration. Performance share being valued in accordance with IFRS strandards for this purpose. This item of remuneration accounts for 43 of the total target remuneration provided for in the remuneration policy of the Chief Executive Officer if the maximum of 150 of the fixed annual remuneration would be granted. PERFORMANCE SHARES The allocations awarded to the Chief Executive Officer are capped at 10 of the total number of free shares allocated annually, which represents a maximum of 0.12 of the share capital of Quadient. The vesting of free shares is subject to the existence of a corporate appointment or employment contract within the Quadient Group. Accordingly, no delivery can take place after the termination of any corporate office or employment contract, except in case of death, disability or retirement. Additionally, the Board of Directors, acting on the recommendation of the Appointments and Remuneration Committee and in accordance with the regulations governing free share plans, may decide to grant to the Chief Executive Officer post-mandate vesting on a pro-rata basis for time and performance. The final acquisition of the allocated free shares is subject to a condition of presence and the following performance criteria will be assessed by the Board of Directors at the end of a period of three years following the date allocation. As explained in the letter from the Chairman of the Remuneration and Appointements Committee, The Board of Directors decided to update the performance criteria attached to the 2021 action plan in order to answer to the business transformation challenges and to be competitive in terms of attraction and retention of Quadient's talent, particularly in North-America. In addition, on the recommendation of some of our shareholders, the ROCE has been introduced.

The qualitative component is based on achieving formalized individual objectives. For 2021, the qualitative objectives of Geoffrey Godet are as follows: 20 : Intelligent Communication Automation: ● continue strong revenue growth of software solutions, - strengthen profitability of software once transition to - subscription is completed; 20 : Mail-Related Solutions: ● monetize the installed base by renewing the line of - products and growing market share, focus on core geographies of MRS activity, - preserve/limit profit erosion of MRS revenues, - grow cross-selling of MRS with Software and Parcel - Locker Solutions; 20 Parcel Locker Solutions: ● accelerate geographies and verticals scale, - grow profitability through scaling and monetization; - 10 efficient and interactive collaboration with the ● Board, active participation to the Board's evolution. 10 executive committee and senior leaders ● competences evolution to support Quadient's strategy implementation. 10 progress in gender diversity and equality strategy ● implementation, cultural change (values, leadership) and processes digitization. 10 financial community management. ● It is however precised that, notwithstanding the achievement of said objectives, no variable remuneration will be paid in cases of resignation or dismissal for gross negligence (as defined by French labor law), occuring prior to the date of payment.

Threshold (0 )

Maximum (100 )

Criteria

Weight

20

6.5

8.2

Return on capital employed

Relative total shareholder return vs. SBF120 between N and N+3 (a)

40 40

33 th percentile

75 th percentile

3.0

5.4

Organic sales growth (b)

Maximum number of shares that can be granted to the Chief Executive Officer

Total 40,000 The annualized ratio (expressed as a percentage) of the amount, calculated as the aggregate of the closing Quadient (a) share price on the acquisition date, less the opening Quadient share price on the attribution date, plus any dividends paid during the period concerned, divided by the opening Quadient share price on the attribution date and compared to the average Total Shareholder Return ratio, (calculated in the same manner) of the SBF 120 index companies. Based on the average performance of 2021, 2022 and 2023 (at constant exchange rates and scope). (b) 0

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UNIVERSAL REGISTRATION DOCUMENT 2020