QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Related-party agreements

Related-party agreements 2.5

competent management, for qualification purposes. When a member of the Board of Directors has a direct or indirect interest in the agreement, he or she does not take part in its evaluation. At least once a year, and regularly, an item on the agenda of the Board of Directors shall be dedicated to the application of this process.

In accordance with article L.22-10-12 of the French commercial code, the Board of Directors carries out, when necessary, the assessment of agreements entered into under normal terms and conditions to ensure that they continue to meet these conditions. The Board of Directors is informed of any draft agreement likely to constitute a related party agreement or a so-called free agreement and of its evaluation by the

Summary table of the Extraordinary 2.6 General Meeting delegations to the Board of Directors

limit of 10 of the share capital, for a period of 26 months; issue ordinary shares and securities giving access to the ● Company’s share capital, in the event of a public exchange offer initiated by the Company, for a period of 26 months, for a period of 26 months; to proceed with share capital increases and sales of ● shares reserved to members of a company or Group savings plan in application of article L.3332-1 and subsequent sections of the French labour code, for a period of 26 months; proceed with share capital increases reserved to ● employees and corporate officers of foreign subsidiaries or branches who cannot subscribe, directly or indirectly, to the Company’s shares under the previous resolution, and for all financial institutions or companies created specifically and exclusively to implement an employee savings scheme for employees (or former employees) of foreign subsidiaries or branches who cannot subscribe, directly or indirectly, to the Company’s shares under the previous resolution, for a period of 18 months; proceed with allocation of existing performance shares ● or performance shares to be issued with the removal of the shareholders’ preferential subscription rights, for a period of 14 months; cancel shares acquired pursuant to the Company’s ● share buyback program, for a period of 18 months. Only the authorization relating to allocations of free existing shares or shares to be issued was used during the financial year 2020. The full wording of these authorizations is available on request from Quadient head office. The General Shareholder Meeting of Quadient called on 1 July 2021 to vote on the financial statements for the financial year that ended on 31 January 2021 will be asked to renew these authorizations on similar terms.

The General Shareholder Meeting of Quadient held on July 6, 2020 approved the following resolutions, giving the Board of Directors powers to: issue ordinary shares and securities giving access to the ● Company’s share capital, with the maintenance of the shareholders’ preferential subscription rights, for a period of 26 months; issue ordinary shares, with the removal of the ● shareholders’ preferential subscription rights through public offering (excluding an offer referred to in 1, article L.411-2 of the French Monetary and Financial Code), for a period of 26 months; issue ordinary shares, with the removal of the ● preferential subscription rights through an offer referred to in 1, article L.411-2 of the French Monetary and Financial Code, for a period of 26 months; issue securities giving access to the Company’s share ● capital, with the removal of the shareholders’ preferential subscription rights through public offering (excluding an offer referred to in 1, article L.411-2 of the French Monetary and Financial Code), for a period of 26 months; issue securities giving access to the Company’s share ● capital, with the removal of the shareholders’ preferential subscription rights through an offer referred to in 1 of article L.411-2 of the French Monetary and Financial Code, for a period of 26 months; increase the amount of shares issued in the event of ● oversubscription to ordinary shares or securities giving access to the Company’s share capital, for a period of 26 months; increase share capital by incorporation of reserves, ● profits or premiums, for a period of 26 months; increase the share capital by issuing new ordinary ● shares and securities giving access to the Company’s share capital in return for contributions in kind within a

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UNIVERSAL REGISTRATION DOCUMENT 2020

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