QUADIENT // 2021 Universal Registration Document

CORPORATE GOVERNANCE REPORT Related-party agreements

2.3.3.3 - 2022 Allocation policy for the free share plans Quadient S.A. has implemented a long term incentivization policy to involve key talents and senior executives in the Group’s future performance. This entails granting performance shares each year to a large number of employees, for reference, in 2021 free shares were granted to 171 Quadient employees. The Board of directors approves the free share plans based on the work and recommendations of the Appointments and remuneration committee. This committee examines the allocation proposals, pursuant to the general scheme set by the Annual General Meeting, and reviews the list of beneficiaries to ensure it follows the policy set up by management ( i.e. , gender diversity, representation of business activities positions, ensuring a significant proportion of non-executive employees receive grants, focusing on key talents and the best performers whilst maintaining a rotation of beneficiaries). The aim of performance share allocations is to associate the worldwide management team and key talents of Quadient with the development of the group’s value by allowing them to share ownership of the Company, and to develop common interests with shareholders of the company. The performance conditions are designed to encourage beneficiaries to focus on common and meaningful goals for the Company. The plan also provides recognition of executives whose impact on revenue

generation, efficiency and productivity, leadership and professional values has contributed to Quadient’s success. Lastly, it helps to promote loyalty in executives who are of particular value to the Company. The allocation of free shares increases their commitment and motivation to implement progress and growth in Quadient. There was an introduction of free shares without performance conditions in 2021. For 2022 the Board of directors proposed to raise the total envelope of shares to 460,000, and to increase the number of free shares without performance conditions to 230,000. The extra shares will be used to answer fierce competition in the talent market so Quadient would be able to provide more incentives to attract and secure new joiners, and also to grant to our key talents more significant allocations to retain them. As last year, the portion of the envelope without performance condition will be used to secure our most critical team. Acquisitions of free shares under selective plans become definitive only at the end of a three-year vesting period. Part of the free shares plan are subject to the fulfilment of performance conditions. Those performance conditions are aligned with the performance conditions selected by the Board of directors for the 2022 long term incentive plan for the Chief Executive Officer. At the end of the vesting period, and provided that the conditions described are met, the Quadient shares are definitively acquired by the beneficiaries.

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Related-party agreements 2.4

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

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.

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UNIVERSAL REGISTRATION DOCUMENT 2021