Quadient helps simplify the connection between people and what matters. The Company supports hundreds of thousands of customers worldwide in their quest to create relevant, personalized connections and achieve customer experience excellence.

Over the past four years, Quadient has focused its development on two growth drivers: the digitalization of business processes and customer communications, and the growth in e-commerce, which has led to increased volumes of deliveries leading to higher costs and carbon emissions control issues. The succession of crises in recent years, from the Covid-19 pandemic to the war in Ukraine and the return to high-inflation in 2022, has only increased the pressure on businesses forcing them to prioritize innovation, tight financial control and process streamlining. All areas where digital technology brings its full value. 

Through targeted investments in external and organic growth, and in-depth work that has fundamentally simplified and streamlined its operations, Quadient is now a major player in helping companies achieve digital transformation and simplify their customer communication processes, building upon a solid, sustainable and profitable business model. 

Quadient supports more than 440,000 small, medium and large businesses in 27 countries with a comprehensive hardware and software platform that facilitates billions of transactions every day, from invoicing and customer communications to multi-channel mail processing, last-mile parcel delivery and the consolidation of their return.

The Company is committed to responsible and sustainable growth by eco-designing its solutions, collecting and recycling equipment, as well as monitoring and minimizing the carbon footprint of its operations and solutions, which makes it a valuable partner for businesses committed to growth as well as environmental impact. 

Quadient serves its customers and the community by focusing on three key solution areas:

• ●Intelligent Communication Automation (ICA),
• ●Mail-Related Solutions (MRS), and
• ●Parcel Locker Solutions (PLS).

Central to every successful customer relationship, are communications and interactions that need to be personalized and delivered at scale. Today’s organizations need intelligent solutions that make it simple to empower remote employees to connect where, when, and how their customers want. Automating critical customer communications and business processes also saves time and money, and doing it with an intelligent set of integrated technologies helps drive better customer experience and a high level of engagement from all internal and external constituents.

For businesses of all sizes who need to digitize and automate their business-critical communication activities, Quadient provides world-class integrated cloud-based solutions that help companies transform quickly, save money, and make meaningful connections with their customers. Quadient offers a true end-to-end cloud-based global business communications platform under the name of Intelligent Communication Automation.

Over 12,000 companies globally rely on Quadient’s Intelligent Communication Automation SaaS solutions to manage over a billion customer-facing communications and critical business interactions every day.

Quadient’s ICA cloud solutions help organizations enable remote workforces to create and deliver meaningful customer interactions, automate business critical workflows to save time and money as well as differentiate from competitors by delivering a better overall customer experience.

Quadient’s ICA cloud solutions support businesses in Customer Communications management (CCM) and Customer Experience management (CXM), including journey analytics and orchestration, as well as Accounts Receivable (AR) and Accounts Payable (AP) automation.

For businesses who must compete by creating exceptional customer experiences, Quadient provides omnichannel software solutions and expertise that deliver compliant and meaningful customer interactions.

These solutions enable companies to design, coordinate and harmonize all of their customer communications across various departments (sales, marketing, support, accounting, etc.), while adapting to each department’s specific needs. The Quadient Inspire SaaS suite facilitates the creation and management of transactional and marketing communication documents, regardless of the medium and the channel used (physical mail, e-mail, fax, text messages, websites, social networks, etc.) and manages omnichannel delivery for these communications.

For businesses who want to streamline document production processes and departmental workflows, Quadient’s ICA solutions help automate invoice-related communications and accelerate cash flows. The digitalization of business processes is at the heart of many organizations’ plan to ensure business continuity and cost optimization programs, particularly in the field of invoicing flows (Accounts Receivable/Accounts Payable), driven by regulations accelerating the adoption of new digital and compliant processes such as e-invoicing. It is also a key enabler of delivering a better experience for all their stakeholders: customers, partners, suppliers and employees alike.

Quadient’s ICA solutions are marketed and delivered primarily as a cloud-based SaaS (Software as a Service) model, with a legacy on-premise offering. Quadient also relies on a large network of partners to expand its footprint, integrate with other technologies or deliver specific solutions such as hybrid mail solutions

Based on data from research firms and internal analyses, the ICA market is estimated to be worth around 6 billion euros in revenue, growing at more than 10% per year, driven by the digital transformation of companies and the continued focus on improving the customer experience.

Quadient software solutions remain consistently recognized as leaders in CCM, CXM, AR and AP markets, notably by IDC but also by customers and research firms such as Gartner, Forrester and Aspire.

Customers relying on Quadient’s ICA solutions include the higher range of small and medium-sized businesses, large enterprises, primarily in the financial services, insurance and healthcare industries, as well as Print Service Providers. Around 70% of ICA customers have been cross-sold from Quadient’s MRS customer base.

On 23 January 2019, Geoffrey Godet, Quadient’s Chief Executive Officer, unveiled the first phase of the Company’s strategy “Back to Growth” aimed at expanding and growing the Company to reach a more balanced business profile designed to deliver sustainable and profitable organic growth going forward.

Since the launch of “Back to Growth”, Quadient has deeply transformed its operating model, simplified its organization and reshaped its product portfolio, having completed acquisitions in the business areas that had been targeted. In the meantime, Quadient has successfully developed its software and parcel locker activities, contained the decline of its mail-related business, increased the proportion of subscription-related revenue and generated significant synergies within the organization as well as within its solutions.

The second phase of the “Back to Growth” was announced in March 2021, covering the period 2021-2023. With the integration of its acquisitions, the focus was set on organic development, innovation and technology. Quadient aims at continuing to leverage its leadership positions and its strong software and smart hardware installed base to generate additional growth from its highly contributive subscription-related revenue, and further deploy cross-selling opportunities and value creation synergies across its solutions.

Quadient S.A.’s head office is in Bagneux, France, in the Paris region. All the Company’s strategic assets, such as research and development, intellectual property, production and distribution activities described below are held by majority-owned subsidiaries of Quadient S.A., the parent Company of the Group.

Letter from the Chair of the Appointments and remuneration committee

Dear shareholders,

On behalf of the Board of directors, I am pleased to present you with the Corporate Governance Report of the Company for the fiscal year ended 31 January 2023.  

2022 was a challenging year and like many companies around the world, we were not immune to the higher cost of doing business and the challenges of competing in today’s global economy due to an intense labor market causing hard difficulties to retain and attract the best talent, high inflation and increased costs as well as supply chain delays. However, 2022 is still a year we can be proud of in many respects, with 1.08 billion euros revenue – an organic growth of 1.4% from 2021, and 150 million euros in operating profit – an organic decline of (4.8)%. Additionally, we kept our transition effort to further improve Quadient's unique and innovative subscription platform that powers billions of critical business communications for more than 440,000 customers. Our business model continued to evolve in line with our Back to Growth strategy – now, nearly 70% of our revenue is subscription-related. Finally, across our three solutions, customers continue to express high levels of satisfaction.       

Having completed my first year in the role of Chair of the Appointments and remuneration committee, I am proud of Quadient’s accomplishments and excited to see what the future holds.

In 2022 the Appointments and remuneration committee’s focus was on several areas: 

• ●Adequacy of the CEO compensation package and executive long-term incentives programs
• ●Board effectiveness review and succession planning 
• ●Governance trends and ESG developments

Quadient Board of directors has been deemed to be working well, making continuous efforts to follow Corporate Governance best practices. Following the external recommendations, the Appointment and remuneration committee engaged with the Board of directors into succession planning discussions to establish short-term and long-term strategy.

The Appointments and remuneration committee, together with the Board of directors, whilst making no fundamental change to the 2023 compensation policy of the CEO, Geoffrey Godet, has decided, however, to raise the bonus payment level upon meeting the financial criteria minimum threshold. This change was decided to avoid threshold effects as well as to provide a meaningful reward when the minimum levels are reached. Indeed, the range triggering bonus payment for financial KPIs remains narrow, and the revenue threshold has been increased this year. The minimum payout has been aligned with the market practices observed in the companies in the SBF 120. 

The review of ESG objectives is an ongoing process. In line with the changes made last year, we have maintained the weight of sustainable development in the long-term incentive plan. Currently, 20% of the plan is linked to the goal of reducing greenhouse gas emissions. In 2021, the target was a 28% reduction by 2030 for Scopes 1 and 2 from the 2018 baseline. We updated this target to a 50.4% reduction by 2030 from the 2018 baseline. We have raised our ambitions and consider this new target to be demanding as we anticipate an increase in our emissions on the Scope 1, following the resumption of our activities and travel necessary to achieve the three-year plan.

The remainder of the 2023 compensation policy will remain unchanged compared to 2022. 

There were no changes in the composition of the Board during the 2022 fiscal year. The directorships of Didier Lamouche, Nathalie Wright, Paula Felstead and mine were renewed by the General Assembly held on 16 June 2022, for a period of three years.  Regarding the composition of the committees, Sebastien Marotte was appointed to the Appointments and remuneration committee in January 2023. This takes the percentage of independent directors to 75% increasing from 67% previously. The two employee representatives were appointed respectively to the Audit committee and the Strategy and corporate social responsibility committee in January 2023. 

Upon the Appointments and remuneration committee's recommendation, the Board of directors decided to propose that the directorship of Mr. Eric Courteille be renewed at the next General Meeting for a period of three years.

As I present to you the performance of 2022, I'm privileged to serve in this role as Appointments and remuneration committee Chairwomen, and look forward to working with the Board of directors as we exercise our responsibility to the Company, its employees and its shareholders, and we will continue to apply the highest standards of governance in Quadient. 

Sincerely yours,

Martha Bejar

Chairwoman of the Appointments and remuneration committee

Quadient S.A., Quadient’s holding company, is a public limited company with a Board of directors ("Société anonyme à Conseil d'administration").

Quadient S.A. has made the choice of separating the function of Chairman of the Board of directors and Chief Executive Officer since the Board meeting held on 12 January 2018 on the appointment of Geoffrey Godet as Chief Executive Officer, with effect from 1 February 2018. This separation was last reiterated by the Board of directors at the meeting held on 16 June 2022 on the renewal of Didier Lamouche's mandate as Chairman of the Board. This decision reflects the Company's wish to comply with best practices in corporate governance. 

The Board is led by an independent and non-executive Chairman, and comprises independent directors except for Geoffrey Godet, Chief Executive Officer, and Vincent Mercier, who lost his independence as he had been director for over than 12 years. The Board has three permanent Committees, whose members are independent except for Vincent Mercier who remains a member of the Appointment and remuneration committee and Strategy and corporate social responsibility committee.

Since February 2020, the management of conflicts of interest is carried out by the Chairman of the Board in conjunction with the Appointments and remuneration committee (the role and functions of the committees are detailed in section 2.2 of this chapter). Apart from the limitations imposed by law and regulations, limitations to the powers of the Chief Executive Officer are provided by the Board of directors’ rules of procedure as described in section 2.1.2.

The attendance rate of directors at each committee is detailed below:

Changes in the composition of the Board committees during the 2022 fiscal year are detailed below: 

• ●Appointments and remuneration committee: 
  • -Vincent Mercier was chairman until March 2022. Martha Bejar is chairwoman since March 2022;
  • -Sébastien Marotte is a member of the Appointments & remuneration committee since 25 January 2023.
• ●Audit committee:
  • -Christophe Liaudon is a member of the Audit committee since 25 January 2023.
• ●Strategy and corporate social responsibility committee: 
  • -Nathalie Labia is a member of the Strategy and corporate social responsibility committee since 25 January 2023.

This committee is composed of four directors, three of which are independent and is not composed of any executive corporate officer and met 6 times in 2022 with a 100% attendance percentage. The average length of meetings was 2 hours and 07 minutes.

This committee is composed of Vincent Mercier (chair until March 2022), Hélène Boulet-Supau, Martha Bejar, who joined the committee on September 2021 and has been chairing it since March 2022, and Sébastien Marotte who joined the committee on January 2023.

The Appointments and remuneration committee is in charge of:

• ●proposing the definition of independent director and, where necessary, issuing an opinion on the independence of a director and suggest to the Board any changes in its composition;
• ●preselecting candidates for the Board of directors according to various criteria relevant to the Company’s need;
• ●ensuring the adequacy of the current composition, to the desirable evolution of the Board of directors and to the Group’s strategy;
• ●maintaining the required number of independent directors on the Board;
• ●setting  a succession plan for the Chairman and the Chief Executive Officer (emergency and long-term succession plan);
•  
• ●considering all matters relating to the rights and obligations of members of the Board of directors;
• ●proposing to the Board of directors the remuneration policy for the Chairman and the Chief Executive Officer, including retirement, end-of-career or termination payments, various benefits and award of stock options and for free shares;
• ●recommending the remuneration policy for directors and the way in which it is to be allocated, based on the contribution of each of the members to the Board and to the specialized committees including ad hoc committees from time to time;
• ●examining the Group’s compensation policy;
• ●reviewing the figures on remuneration, which will be published in this report and in the annex to the individual financial statements.

The committee is also informed by general management of the level of remuneration of the Company's senior leaderships.

The Appointments and remuneration committee primarily interacts with general management and the human resources department. It may commission any specific study that it deems necessary and may involve external experts. In any case it may refer to salary surveys and relevant benchmarking conducted by the human resources department.

When resolving on remuneration, committees are preceded by preparatory meetings between the Chairman of the committee, the interim Chief People Officer and, where applicable, the Chief Executive Officer.

The main topics discussed at the Appointments and remuneration committee meetings in 2022 were:

The total remuneration and benefits in kind paid by Quadient S.A. and the companies it controls to the directors, Didier Lamouche, Chairman and Geoffrey Godet, Chief Executive Officer, during the financial year 2022, which ended 31 January 2023, were awarded based on the resolutions approved by the General Meeting of 16 June 2022. These resolutions approved the principles and criteria for setting, allocating and awarding the various elements of this remuneration.

At Quadient, the remuneration policy for the executive director is determined by the Board of directors, upon the Appointments and remuneration committee’s proposal.

The Board of directors and the Appointments and remuneration committee refer to the recommendations of the Afep-Medef code when establishing the remuneration and benefits awarded to Quadient’s executive directors. In accordance with these recommendations, they ensure that the remuneration policy complies with principles of comprehensiveness, balance, comparability, consistency, transparency, and moderation, also considering market practices and, more generally, Quadient’s corporate interest.

• ❚Table #3 Afep-Medef code: Table on the compensation received by non-executive DIRECTORS

In relation to their respective mandate as a director, the Chairman of the Board and the Chief Executive Officer receive a fixed amount of 30,000 euros per year for 100% attendance. The Chairman and Chief Executive Officer each regularly attend regular and ad hoc committee meetings as part of their mandates, and for ad hoc committees each of them have declined additional compensation for their attendance.

The total remuneration and benefits in kind paid and owed by the Quadient S.A. and the companies it controls to Didier Lamouche during the financial year 2022, which ended on 31 January 2023, is allocated as follows:

The total remuneration and benefits in kind paid and owed by Quadient S.A. and the companies that it controls to Geoffrey Godet during the fiscal year 2022, which ended on 31 January 2023, is allocated as follows:

• ❚Chief Executive Officer fiscal year 2022 Actual Total Compensation(a)

(a)     Excluding supplemental pension scheme and benefits in kind that amounted to 110,612 euros for the fiscal year 2022

Pursuant to article L.22-10-8 of the French commercial code, it is hereby specified that the payment of variable components to Geoffrey Godet for the financial year 2022 shall be subject to approval of the General Meeting called to vote on the financial statements for the financial year which ended on 31 January 2023.

The Chief Executive Officer’s annual variable remuneration for 2022 is dependent on the Group’s results as well as his individual performance. CEO’s objective weighting is based on quantitative financial criteria for 70% of the target bonus, supplemented by qualitative individual performance objectives for the remaining 30%.

As illustrated below, the Chief Executive Officer's bonus achievement for the fiscal year 2022 stands at 49.1% and his annual variable remuneration for 2022 amounts to 239,122 euros paid in France and 94,852 United States dollars, subject to approval of the General Meeting to be held on 16 June 2023.

Targets have been restated from the ones set up at the start of the year to account for inorganic and un-budgeted divestments of the Shipping and Graphics activities, the change in IFRIC accounting and the cease of activities with Russian businesses.

The achievements for the fiscal year 2022 of the quantitative criteria of the Chief Executive Officer's bonus, at the 2021 exchange rate, are the following:

In addition, the Appointments and remuneration committee estimated that the individual (qualitative) performance objectives’ achievement rate was 100% compared to a maximum 150%.

For the 2022 financial year, the performance relating to the qualitative objectives assigned to Geoffrey Godet were as follows:

• ●10% tied to Intelligent Communication Automation (ICA): create and develop a mature ICA organization which encompasses R&D organization transformation into a global integrated team with operational synergies and a standard set of key performance indicators (KPIs), a solution portfolio vision and successful acquisitions integration. 
• ●During 2022, ICA went through a major reorganization, integrating fully the R&D team, together with the product management team within the solution. YayPay and Beanworks teams were also included to his transformation in order to create a unique ICA global platform bringing together all of Quadient's software offerings. Synergies have emerged thanks to the streamlining of R&D, with a global platform architecture, a single roadmap defined with shared components, documentation etc. ICA has been showing strong progresses following this reorganization with a consolidated product launch roadmap with key milestones met according to schedule. Consequently, the Appointments and remuneration committee recommended that the performance was deemed achieved at 102.0%.
• ●10% tied to Mail-Related Solutions and Parcel Locker Solutions: maintain MRS customer satisfaction at 97%. The threshold is set at 95% and the maximum would be triggered at 98%. Maintain PLS customer satisfaction at 77%. The threshold is set at 75% and the maximum would be triggered at 80%. 
• MRS customer satisfaction has reached 97% and PLS customer satisfaction has reached 78%. The performance is achieved at 100.6%.
• ●10% tied to an improvement in diversity presence for management layers: the ratio of women in the senior leader and executive committee population should be increased to 24%. The threshold is set at 23% and the maximum would be triggered at 26%. The calculation will be triggered only if there is a minimum of 28% of women among directors and middle management layers by the end of fiscal year 2022. 
• The ratio of women amongst directors and middle management by the end of fiscal year 2022 is 28.3%. The ratio of women in the Senior Leaders and the Executive Committee by the end of fiscal year 2022 is 23.4%. The performance is achieved at 97.3%.

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 16 June 2022, 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%, such payments will be degressive in proportion to the achievement of such performance objectives. The percentage of achievement relating to the annual variable compensation of the Chief Executive Officer therefore applies to these payments, but would be capped at 100% of the objectives achieved.

On the recommendation of the Appointments and remuneration committee, the Board of directors, which determined the variable remuneration of the Chief Executive Officer based on performance for 2022, approved the payment of 71,737 euros to be paid in France and 28,456 United States dollars to be paid in the United States, in respect of this supplemental pension scheme, for the financial year 2022. Pursuant to article L.225-37-2, it is hereby specified that this payment shall be subject to the approval of the General Meeting called to vote on the financial statements for the financial year which ended on 31 January 2023.

• ❚Table # 1 Afep-Medef code: Table summarising the compensation, options and shares awarded to each executive officer

• ❚Table # 2 Afep-Medef code: Table summarising the compensation of each executive officer

• ❚Table # 4 Afep-Medef code: Subscription or purchase options awarded during the fiscal year to each executive officer by the issuer and by any group company

• ❚Table # 5 Afep-Medef code: Subscription or purchase options exercised during the financial year by each executive officer

• ❚Table # 6 Afep-Medef code: Performance shares awarded during the financial year to each executive officer by the issuer and by any group company

As per 2023 policy, the Board of directors used the provision allowing the grant of phantom shares to the Chief Executive Officer as the company share price was not high enough to guarantee a grant of 135% of his base salary, while remaining within the limitation of 10% of the total number of free shares allocated annually. To determine the number of phantom shares to be granted, the Company used the average closing share price of the month preceding the Board of directors that approved the plan, which occurred on 23 September 2022. The vesting of the phantom shares is subject to the same conditions as the performance shares.

• ❚Table # 7 Afep-Medef code: Performance shares that have become available during the financial year for each executive officer

The management team is composed of the leaders from each support function, along with the business leaders within each solution and each operation by geographic region. 

During the fiscal year 2022, Quadient continued the evolution of its management team as part of the streamlining of its organisation. The Group now relies on more international and specialized profiles. 

On 1 February 2022, the management team, together with the Chief Executive Officer, were as follows:

The key task of the management team is to help execute the Company’s strategic decisions and coordinate their implementation worldwide. 

To achieve the objectives it has set, Quadient has invested and will continue to invest in diversity and improving gender parity, when looking at the representation of women in the Board of directors, in executive management and in the management team, and by creating a positive environment not only for its women employees, but also for people of diverse backgrounds.

Quadient's Chief Executive Officer and executive team members all have diversity and inclusion targets in their annual variable bonus qualitative objectives.

As a reference, Quadient launched its inclusion and diversity policy on 23 October 2020. More information can be found here : https://careers.Quadient.com/global/en/diversity-and-inclusion.

Quadient's commitments are:

• Create an environment of openness allowing all employees to bring their whole selves to work and grow a sense of belonging. Quadient does not discriminate against any individual because of their age, gender identity or reassignment, marital or civil partnership status, pregnancy, paternity, maternity, parental or family status, race or ethnicity, nationality or national origin, colour, religion, disability status, sex or sexual orientation, veteran status, political affiliation, language, genetic information (including family medical history), or any other dimension of diversity. The Company embraces and encourages its employees' differences and all employees will be treated fairly and with respect;
•  Build diverse talent and teams by attracting, recruiting and hiring from diverse talent pools to enrich the organization;
•  Embed inclusion and diversity practices into all our talent practices to ensure that the Company has a global workforce of talent to grow our leadership pipeline across the globe;
•  Set up empowered Communities to support an inclusive culture and offer a sense of community and connection among employees; and to support diversity initiatives in Quadient’s external community through its philanthropy program;
•  Promote awareness and understanding amongst all employees thereby developing an educated workforce on inclusion and diversity; and
•  Set measurable objectives for diversity and inclusion which will be monitored and reviewed against the effectiveness of this policy and associated procedures.

The initiatives put in place in 2022 are as follows:

• ●to address gender diversity in leadership: the Company continues to invest in a women’s leadership program. This program is called “Empower” and is supported by Geoffrey Godet and Quadient’s management team. It is designed to deliver practical insights and skills focused on both the challenges and opportunities for women in leadership.  The program provides participants with opportunities to reflect, reframe and retool, build a powerful learning network and in turn, empower other women to be a part of their success story. 

• ●to create an inclusive environment: Quadient has launched employee network groups, named Empowered Communities which are employee-led and promote opportunities for members and allies to network, learn together and share experiences in a safe psychological space with 4 main focuses: women, LGBT+, disabilities, ethnicity & cultural background;
• ●Quadient has also decided to take an active part in events dedicated to women’s rights, which help to develop the awareness of employees on this subject. Training for both managers and employees are available and promoted to help them fight against unconscious bias;
• ●to accelerate the acquisition of talents from diverse backgrounds, Quadient has launched specific recruitment campaigns with the aim of diversifying the profiles recruited within the Company.
• ●Executive committee leaders have diversity targets included in their annual goals. 

This presentation was made in accordance with the terms of article L.22-10-9 of the French commercial code.

The ratios below have been calculated on the basis of fixed and variable remuneration, incentive schemes, profit-sharing and benefits in kind paid during the years in question, as well as free shares awarded during the same period and valued according to their fair value. 

The calculation of averages and medians considers 1,168 employees for the 2022 fiscal year, excluding executive directors. This scope covers employees who have been continuously compensated by one of Quadient’s French entities and who were present for the entire fiscal year in question.

The decrease in the ratios relating to the remuneration of the Chief Executive Officer between 2020 and 2021 is due to the fact that Geoffrey Godet waived his variable remuneration and supplemental scheme for the year 2020. Consequently, as the table is based on compensation paid during the year, no variable remuneration is accounted for in the calculation.

The decrease in average employee remuneration is non‑significant, and is due to our methodology of taking into account only employees that were employed during the whole fiscal year.

The change of median employee remuneration has increased by 2%.

In accordance with article L.22-10-12 of the French commercial code, the Board of directors has implemented a procedure to regularly assess whether the agreements relating to day-to-day operations and entered into under the normal conditions referred to in article L. 225-39 met these conditions. 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.

Only the authorizations relating to the Company's share buyback program and to cancel shares acquired pursuant to the Company’s share buyback program were used during the financial year 2022. 

The full wording of these authorizations is available on request from Quadient head office. The General Shareholder Meeting of Quadient called on 16 June 2023 to vote on the financial statements for the financial year that ended on 31 January 2023 will be asked to renew these authorizations on similar terms.

In accordance with the provisions of article L.22-10-11 of the French commercial code, the factors that could have an impact on a takeover bid are the following:

• ●the Company’s capital structure as described in section 7 of the universal registration document;
• ●direct or indirect investments in the Company’s capital known to the Company pursuant to articles L.233-7 and L.233-12 of the French commercial code, as described in section 3 of the universal registration document;
• ●the rules applicable to the appointment and replacement of members of the Board of directors and amendments to the Company’s articles of association, which are decided by General shareholders’ Meetings;
• ●the Board of directors’ powers as delegated by the General shareholders’ Meeting, particularly those relating to the issue or buy-back of shares, as described in section 2.5 of the universal registration document.

To the best of the Company’s knowledge, there are no agreements between shareholders that could lead to restrictions in the transfer of shares and the exercise of voting rights.

Pursuant to applicable law, the particular modalities relating to the participation of shareholders in the General Meeting are set out in the articles of association, available on the Company’s website. The notice of meeting including the draft agenda and proposed resolutions will be published in the Bulletin des Annonces Légales Obligatoires (BALO) and on the Company’s website.

All shareholders may participate in the General Meeting, regardless of the number of shares they own, notwithstanding any provisions to the contrary provided for by the articles of association.

The right of shareholders to participate in the General Meeting is conditional on their shares being registered in their name, or in the name of the intermediary acting on their behalf pursuant to paragraph 7 of article L.228-1 and article R.22-10-28 I. of the French commercial code, no later than 00:00, Paris time, on the second business day prior to the General Meeting, i.e. 14 June 2023, either in the registered share accounts held by the Company or in the bearer share accounts kept by the authorized intermediary.

Registration of the shares in bearer share accounts kept by authorized intermediaries must be evidenced by a certificate of participation issued by such intermediaries, or can be transmitted electronically if applicable under article R.225-61 of the French commercial code. This certificate of participation must be attached to the voting form or the proxy form, or to the request for an admission card in the shareholder’s name or that of the broker that manages the share account. Shareholders wishing to attend the Meeting in person and who have not received their requested admission card by 00:00, Paris time, two working days prior to the General Meeting will also be issued a certificate. If shareholders do not wish to attend the General Meeting in person, they may choose one of the following three options:

1. send a proxy vote to the Company without specifying a proxy holder. All proxy votes granted without a specified proxy shall result in a vote for the approval of the draft resolutions presented or accepted by the Board of directors and a vote against all other draft resolutions;

2. authorize a proxy vote by their spouse or partner with whom they have entered into a civil union or a shareholder or any other natural or legal person of their choosing, in accordance with article L.22-10-40 of the French commercial code. Duly completed and signed proxy forms must include the full name and address of the shareholder and their proxy and be mailed along with a photocopy of the shareholder’s ID and that of their proxy to Uptevia. The same formalities that apply for granting a proxy apply for withdrawing it.

3. vote by mail either by using the printed form or by using the internet platform Votaccess.

In accordance with the provisions of article R.22-10-24 of the French commercial code, notifications to appoint a proxy holder or withdraw a proxy may also be sent electronically, as follows:

• ●for registered shareholders: by sending an email with an electronic signature obtained from an accredited certification service provider to: ct-mandataires-assemblees@uptevia.com, indicating their full name, address and Uptevia ID for direct registered share (information printed in the top left-hand corner of share account statements), or indicate their ID with their bank or broker if the case administered registered shares, as well as the full name of the designated proxy holder or the person from whom the proxy is being withdrawn;
• ●for bearer shareholders: by sending an email with an electronic signature obtained from an accredited certification service provider to: ct-mandataires-assemblees@uptevia.com, indicating their full name, address and full bank details, and the full name of the designated proxy holder or the person from whom the proxy is being withdrawn, and by asking their bank or broker managing the share account to send a written confirmation (by letter) to Uptevia – Service Assemblée Générale – 12, Place des Etats-Unis, CS 40083, 92549 Montrouge cedex.

Only duly completed and signed notifications received three days prior to the General Meeting at the latest will be taken into account. In addition, only the aforementioned email address may be used to send notifications to appoint or withdraw proxies; requests or notifications concerning other matters will not be taken into account and/or processed.

Shareholders who have cast a postal vote, appointed a proxy or requested an admission card or share ownership certificate may still sell all or some of their shares at any time. However, if the sale takes place more than two business days prior to the General Meeting, namely 14 June 2023, 00:00, Paris time, the Company will take the appropriate measures to cancel or amend the related postal vote, proxy, admission card or share ownership certificate. The shareholder’s bank or authorized intermediary must therefore notify the Company or its registrar of any such sale and provide it with the necessary information.

No sale or other transactions carried out after the second business day prior to the General Meeting, at 00:00, Paris time, irrespective of the method used, will be notified by the authorized intermediary or taken into account by the Company, notwithstanding any agreements to the contrary.

Postal voting forms or proxy forms will be automatically sent by mail to the holders of direct or administered registered shares.

Pursuant to the applicable laws and regulations, all documents that must be made available to shareholders for the purpose of this General Meeting, may be consulted, within the legally prescribed time frames, at the Quadient S.A. head office and on the Company’s website https://invest.quadient.com/assemblees-generales or sent on written request to Uptevia.

Bearer shareholders should request a postal/proxy voting form by way of a letter, which must be received by registered mail with acknowledgement of receipt by Uptevia – Service Assemblée Générale – 12, Place des Etats-Unis, CS 40083, 92549 Montrouge cedex at least six days prior to the General Meeting.

In order for postal votes to be taken into account, the completed and duly signed postal voting forms must be sent to Uptevia – Service Assemblée Générale – 12, Place des Etats-Unis, CS 40083, 92549 Montrouge cedex at least three days prior to the General Meeting.

Shareholders who have cast a postal vote, appointed a proxy or requested an admission card or share ownership certificate will not be able to participate in the General Meeting in any other way, unless the articles of association provide otherwise.

Shareholders may submit written questions to the Company as from the publication date of this Notice. Any such questions must be sent to the Company’s head office by registered mail with acknowledgement of receipt by the fourth business day prior to the date of the General Meeting. A share registration certificate must be attached to the letter. The Board of directors is required to reply to these questions during the General Meeting and a joint response can be given to questions that have the same content. Answers to the questions will be posted on the Company’s website at the following address:
https://invest.quadient.com/assemblees-generales.

Shareholders that meet applicable legal conditions may submit items or draft resolutions for the agenda of the General Meeting by sending a request by registered mail with acknowledgement of receipt, to be received at least 25 calendar days prior to the date of the General Meeting. A share registration certificate must be sent with any such request, evidencing that the applicant holds or represents at least 5% of the Company’s capital.

Any draft resolutions proposed by shareholders, as well as a list of any items that have been included in the agenda of the General Meeting further to a shareholder’s request, will be published on the Company’s website: https://invest.quadient.com/assemblees-generales

In addition, review by the General Meeting of any items or draft resolutions submitted is conditional on the relevant parties providing, on the second business day prior to the date of the General Meeting, no later than 00:00, Paris time, a new certificate evidencing that their shares are registered in accordance with the requirements specified above.

Annual General Meeting held to approve the financial statements for the financial year ended 31 January 2023.

To the Annual General Meeting of Quadient S.A..

In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements.

On the basis of information made available to us, we are responsible for communicating to you the characteristics and essential terms of, and the grounds supporting the Company’s interest in, the agreements of which we have been informed of or that we discovered during our assignment, without having to express our own opinion on their utility or appropriateness or being required to seek whether other agreements and commitments exist. Pursuant to article R.225-31 of the French commercial code (Code de commerce), you are responsible for assessing the interest in entering into these agreements and commitments in view of their approval.

In addition, we are responsible for communicating to you the information contemplated by article R.225-31 of the French commercial code (Code de commerce) relating to the performance over the period under review of the agreements already approved by the Annual General Meeting.

We carried out the procedures which we deemed necessary in compliance with the professional standards of the French Institute of statutory auditors (Compagnie nationale des Commissaires aux comptes) relating to this type of engagement.

We hereby inform you that we have not been notified of any agreements authorized during the year ended 31 January 2023 to be submitted to the Annual General Meeting for approval in accordance with article L.225-38 of the French commercial code (Code de commerce).

For the full-year 2022, consolidated sales amounted to 1,081.2 million euros, up 5.6% compared to the full-year 2021. Organic change stood at 1.4%(1) for the period. Subscription-related revenue (69% of the Group’s total sales) recorded an organic growth of 3.1% in 2022 compared to 2021. 

Current operating income(2) amounted to 150.0 million euros in 2022 compared to 146.8 million euros in 2021.

Current operating margin stood at 13.9% of sales in 2022 compared to 14.3% in 2021.

Net attributable income amounted to 13.3 million euros in 2022 compared to 87.8 million euros in 2021.

The net margin(3) stood at 1.2% of sales in 2022 compared to 8.6% in 2021.

Cash flow after capital expenditure amounted to 70.3 million euros in 2022 compared to 104.1 million euros in 2021.

On 16 February 2022, Quadient announced the launch of Beanworks by Quadient in the United Kingdom (UK) and France. The leading accounts payable (AP) automation solution provides accounting teams with a faster, more secure and easier way to approve invoices and pay vendors from anywhere. 

On 22 February 2022, Quadient announced that Purolator, one of Canada’s leading integrated freight, package and logistics solutions providers, has installed more than 20 Parcel Pending by Quadient smart locker systems at its busiest terminals in Canada. The automated smart lockers provide Purolator’s customers with a convenient and secure way to retrieve their packages, any time, day or night. 

On 12 April 2022, Quadient announced the launch of Impress Distribute in Germany, expanding in yet another major European market the capabilities of Quadient® Impress, its cloud-based document automation for small and medium businesses (SMBs). With Impress Distribute, Quadient now brings additional communication channels to German users, in particular print mail outsourcing in partnership with SPS, a global full-service provider of business process services.

On 3 May 2022, Quadient announced that Decathlon, a leading global sporting goods retailer, will equip dozens of additional stores with Quadient’s automated parcel lockers in 2022. Since the adoption of the first Quadient locker solutions in 2015, Decathlon has equipped 62 stores in France with the lockers. The success of the lockers, which has been tested and certified by the retailer’s teams, motivated the sports brand to expand its partnership with Quadient. New consumer consumption patterns and growing demand for more convenient delivery solutions, accelerated by the global pandemic, led Decathlon to refine its omnichannel strategy by increasing the pick-up options for its “click & collect” offers.

On 10 May 2022, Quadient announced the launch in France of YayPay by Quadient, a cloud-based intelligent account receivable (AR) solution that automates the entire AR process from credit to cash application. The YayPay expansion comes on the heels of the launch earlier this year of Quadient’s accounts payable (AP) automation solution, Beanworks, in France and the United Kingdom, as well as last month’s launch of Impress Distribute, its cloud-based omnichannel document distribution solution, in Germany. Powered by artificial intelligence and machine learning, YayPay’s predictive analytics engine provides insights on payer behavior and their impact on cash flow, with the use of dynamic dashboards and process automation that help to reduce outstanding receivables and day sales outstanding (DSO) for companies.

On 2 June 2022, Quadient announced that Quadient was named a leader in the IDC MarketScape: Worldwide Cloud Customer Communications Management Applications 2022 Vendor Assessment - Dynamic Delivery of Multi-channel Personalized Experiences (doc #US48167722, May 2022). The report provides details to assess providers of customer communication management (CCM) solutions, including Quadient Inspire and Quadient Impress. According to the IDC MarketScape report, enterprises that seek omni-channel customer experiences through the lens of a customer journey should consider Quadient. The IDC MarketScape listed customer experience strategy, performance and scale and implementation experience as strengths of Quadient.

On 14 June 2022, Quadient confirms that the number of customers of its cloud software business has surpassed the 12,000 mark globally, with a net increase of about 450 in the first period of 2022. The growth in Quadient’s Intelligent Communication Automation (ICA) software business was fuelled by existing customers of Quadient’s mail equipment, who turned to the company’s cloud software solutions for digital transformation. Additional growth was driven by the deployment in France and the UK of Quadient’s recently acquired accounts payable automation software solution, Beanworks.

On 16 June 2022, Quadient announced the completion of the transaction for the divestment of its Graphics activities in the Nordic countries to the print company, Ricoh.  As part of its ‘Back to Growth’ strategy, Quadient remains fully committed to accelerate the growth of its strategic software and parcel locker solutions, driven respectively by the acceleration of business processes digitalization and the growth of e-commerce. As a result, Quadient has been reshaping its portfolio by divesting non-core activities within its Additional Operations. Quadient’s Graphics business in the Nordic countries mainly consists in the distribution of printing and print finishing business solutions in Sweden, Norway, Denmark, and Finland.

On 20 June 2022, Quadient announced that it has re-entered the Euronext SBF 120 and CAC Mid-60 indices in accordance with the decision taken by the Euronext Index Steering Committee. The integration took place on 17 June 2022 after market close and is effective from Monday 20 June 2022.

On 24 June 2022, Quadient announced it will install carrier-agnostic parcel lockers at large scale in the UK. Over 500 parcel lockers this year, and 5,000 in the coming years, will be made available to all UK carriers and retailers to offer convenient parcel pickup and drop-off locations and an exceptional shopping experience to their customers, with a flexible choice of pickup times and locations.  Quadient teams have ensured technical integration with the systems of key carriers in the UK and have secured hundreds of prime locations for locker units to quickly scale. Quadient’s ambition is to establish a dense, large and scalable network to consolidate first and last mile deliveries, especially in urban areas where there is medium to high delivery density. Having readily available open access to a large parcel delivery network alleviates the mounting pressure experienced by carriers and retailers to scale to increasing demand and parcel volumes. 

On 30 June 2022, Quadient announced the sale of its Shipping solutions business. This activity, reported under the Additional Operations segment, includes a complete logistics and transport management solution, as well as the production, management, and distribution of RFID systems for asset tracking. The sale covers assets, industrial processes, and activities of the Shipping business, and is done through a management buyout (MBO). The revenue from the divested activities amounted to c. 5 million euros in 2021. Upon completion of this sale, forty Quadient employees will be transferred to the new entity.

On 6 July 2022, Quadient announced that the company has been named a Leader in The Forrester Wave™: Journey Mapping Platforms, Q2 2022. Forrester Wave reports provide an overview of the top providers in a market space with analysis of their current offerings and strategies. Forrester, an international research, and advisory firm, included 12 vendors in its journey mapping platforms assessment, with Quadient named as one of only three Leaders. Providers were evaluated against 25 criteria grouped into three categories: current offering, strategy, and market presence. 

On 22 July 2022, Quadient announced the first contracts signed with international carriers to use its new smart parcel locker network in the UK.  Since the announcement end of June of the roll-out of the large network of Parcel Pending by Quadient smart lockers available to all carriers and retailers in the UK, global parcel delivery expert DPD UK confirmed it was the first major partner committing to utilize Quadient’s network to add more choice and convenience for its customers with parcel locker delivery. Quadient’s ambition is to implement the solution at 500 locations by the end of 2022, and 5,000 locations in the coming years. With the technical integration with DPD UK complete, DPD customers will start using Parcel Pending by Quadient smart lockers in the UK this month.

Following on from this first partnership, a second large international carrier has also committed to access Quadient’s Parcel Pending locker network. The signing of an additional carrier reinforces the strategic importance and attractiveness of a smart locker network for the automation of last-mile delivery in the world’s third-largest e-commerce market. Quadient expects to announce additional partnerships with carriers, as well as retailers, in the coming months.

On 26 July 2022, Quadient announced that it has been positioned as a Leader in the 2022 Aspire Leaderboard™ of customer communications management (CCM) and customer experience management (CXM) vendors. This is the fifth consecutive year Quadient has earned the distinction. Aspire, a leading international consulting firm specializing in CCM and CXM industries, features five interactive grids in its 2022 Leaderboard, placing vendors into categories to help identify the best solution to meet an organization’s current and future needs. Quadient is recognized as a Leader on both the AnyPrem CCM Software, and Vendor Hosted SaaS CCM grids, as well as a Leader in the grid for Communications Experience Platform (CXP).

On 4 August 2022, Quadient announced it has positioned 10th in the Truffle Top 100, a ranking of French software companies. The latest ranking marks the fifth consecutive year Quadient has placed in the top 10 of the Truffle 100, which is compiled by Truffle Capital and teknowlogy group|CXP-PAC. The ranking is based on the software revenue submitted by each participating company. 

On 7 September 2022, Quadient announced the company has been named a finalist for the Reuters Events 13th Annual Responsible Business Awards, in the Diversity, Equity & Inclusion category.

The Responsible Business Awards recognize and celebrate leaders in sustainable businesses that are positively impacting society, business and the environment. The award program serves as a benchmark for companies from across the globe looking to showcase leadership against international peers.

On 15 September 2022, Quadient announced the global launch of the DS-700 iQ, Quadient’s newest modular, flexible and scalable folder inserter solution. The DS-700 iQ is equipped with more than 30 enhancements designed to address the evolving workflow demands of today’s high-volume mailing environments.

On 21 September 2022, Quadient announced that DHL Parcel UK is joining its growing parcel locker network in the United Kingdom. DHL Parcel UK shared the announcement below:

DHL Parcel UK today announced a new partnership with Quadient to offer smart lockers parcel pick-up throughout the UK. The contactless, secure locker stations will give recipients more choice and flexibility to receive their parcels at a time and location that suits them. The deployment is underway to have 500 operating locker stations across the UK by the end of 2022, with plans for a further 5,000 in the coming years. Most installations will be outdoor facilities accessible 24 hours a day. [..]

On 5 October 2022, Quadient announced the release of Quadient Impress Invoice, a software-as-a-service (SaaS) that securely and compliantly automates the preparation and delivery of invoices. Impress Invoice features built-in electronic invoice presentment, invoice delivery and facilitates payment of those invoices, so businesses get paid faster while offering customers added convenience and improved satisfaction. Impress Invoice is available in the US and UK and will launch in France, Germany and other European countries by the end of the year.

On 10 October 2022, Quadient announced that TrustRadius, the most trusted research and review platform, has recognized Quadient with a 2022 Tech Cares Award. This third-annual award celebrates companies that have gone above and beyond to provide impactful corporate social responsibility (CSR) programs for their employees and surrounding communities.

Quadient’s corporate social responsibility (CSR) strategy is built around five pillars: People, Solutions, Ethics & Compliance, Environment and Philanthropy. These pillars are aligned with the UN Global Compact principles that Quadient committed to respect, support and promote by joining the initiative in 2021. Becoming a signatory member also implies taking action to advance the UN Sustainable Development Goals (SDGs), eight of which Quadient is already committed to.

On 17 October 2022, Quadient announced the global launch of the DS-77 iQ, Quadient’s new compact modular folder inserter solution, and docsecure by Quadient mailroom software, the only fully cloud-based, closed-loop solution that tracks document integrity at every step, including proof that each mail piece has been properly processed.

On 26 October 2022, Quadient announced that its cloud-based solution YayPay by Quadient was listed as a 2022 Technology Leader by Quadrant Knowledge Solutions in the SPARK Matrix™ analysis of the global accounts receivable applications market.

The 2022 Quadrant Knowledge Solutions SPARK Matrix: Accounts Receivable Applications includes a detailed analysis of global market dynamics, major trends, vendor landscape and competitive positioning. The study provides competitive analysis and ranking of the leading accounts receivable applications vendors in the form of its SPARK Matrix. It gives strategic information for users to evaluate different vendor capabilities, competitive differentiation and market position.

On 8 November 2022, Quadient announced the launch of Parcel Pending by Quadient in Ireland. By providing secure, self-service smart parcel lockers to businesses across the country, together with a dedicated support center and response and repair team, Quadient will help the Irish economy capitalise on the property boom by simplifying parcel delivery and improving residents’ experience.

With the Banking & Payments Federation Ireland (BPFI) expecting 50,000 new homes to be built across 2022 and 2023, Quadient will help property developers and property management organisations transform parcel pickup: providing a secure location for residents’ parcel deliveries with 24/7 access; in turn freeing up time for building management to deal with other tasks; and reducing the physical and environmental footprint of parcel delivery.

On 21 November 2022, Esker et Quadient announced that their years-long collaboration will take on a new dimension by partnering with the French government’s upcoming Partner Dematerialization Platform (PDP).

On 25 November 2022, Quadient announced it has been ranked fifth in the EY and Numeum 2022 Top 250 list of French software companies in the Horizontal Publishers (cross-industry) category, as well as fifteenth in the overall ranking.

On 1 December 2022, Quadient announced that Relais Colis, a key player in the French out-of-home parcel delivery market, is installing 200 to 300 Quadient smart lockers in Carrefour retail stores

On 6 December 2022, Quadient announced it has been awarded a place on the UK government’s new G Cloud 13 framework, managed by Crown Commercial Service (CCS). G Cloud provides organizations, across both central government and the wider public sector, with an online digital marketplace to procure cloud-based software solutions.

On 13 December 2022, Quadient announced that a fourth international carrier has joined its open network of parcel lockers in the UK. 

Quadient’s acceptation of its recently launched large open network of parcel lockers in the UK continues to accelerate as an additional international carrier has recently confirmed its commitment to join the open network currently being rolled out nationwide. Quadient therefore confirms that there are now four international carriers that will be actively using Parcel Pending by Quadient lockers for their last and first mile deliveries, since the launch of the roll-out of a UK open network announced in June.

On 20 December 2022, Quadient announced a new partnership between its accounts payable automation cloud solution and Microsoft Dynamics Business Central (formerly known as MS Dynamics NAV) that will benefit users in North America, UK, and Ireland.

On 4 January 2023, Quadient announced the largest contract for its Intelligent Communication Automation solutions, with the signature of a two-year contract extension with one of the top 5 global healthcare insurance companies based in the United States. 

Earlier in 2022, the long-standing Quadient mail solutions customer had selected Quadient’s leading Customer Communications Management (CCM) solution to create, manage and distribute personalized and compliant customer communications across multiple touchpoints and channels. The recent contract extension includes a full set of professional services to support the migration from dozens of existing systems across their enterprise to Quadient® Inspire, as the health insurance company decided to make the platform its unique and centralized CCM hub going forward. Overall, the project expansion, on top of the initial scope, represents more than $6 million per year revenue on average, with a start of contribution as soon as the fourth quarter of this fiscal year ending on 31 January 2023.

On 18 January 2023, Quadient announced that  MTS  Logistics has  selected  Quadient to  support  its expanding delivery and forwarding services for the healthcare sector. MTS Logistics recently upgraded its facility and today utilizes a complete suite of solutions from Quadient for the processing of confidential mail, including two IS-6000 high-performance mailing systems, two  DS-200i connected folder  inserters, mail  integrity  software AIMS (Automated  Insertion Management  System)  and Quadient’s software solution  to automate multi-channel customer communications.

On 20 January 2023, Quadient announced that it has been included in this year’s Corporate Knights' Global 100 ranking of the world’s most sustainable companies. For the second year in a row, Quadient has been recognized for its Corporate Social Responsibility (CSR) strategy, earning the 75th spot in the 19th annual ranking published by the international sustainable business research organization.

Quadient S.A. is not controlled either directly or indirectly. There is no agreement which might lead to a change of control.

To the best knowledge of the Company, as of 31 January 2023, Quadient S.A.’s share ownership was as follows:

To the Group’s knowledge, as of 31 January 2023, no other shareholder, apart from those listed in the table above, owned directly or indirectly, alone or in concert, more than 3% of the share capital or voting rights.

To the best knowledge of the Company, the breakdown of the Company's share capital and voting rights (in percentage), over the last three fiscal years, was as follows:

During the fiscal year 2022, Quadient was notified by its shareholders of the following statutory and legal thresholds being crossed:

Please refer to the section “Mid-term indications” in chapter 1 “Corporate overview” of this universal registration document.

Quadient identifies the risk factors to which it is exposed using a formal Enterprise Risk Management (ERM) approach based on the reference framework of the internal control and risk management system, developed under the supervision of the French financial markets authority (AMF). 

The risks factors presented below are the risks, that Quadient is exposed to at the date of this Universal Registration Document and considers may have a significant negative impact on its business, results, outlook, or reputation, should they occur. The list of these risks is, however, not exhaustive, and other risks, unknown at the date of this document, could occur and would have a negative effect on the Company’s business.

2022 was marked by a return to higher inflation causes in party by the effect of the conflict between Ukraine and Russia, but also, after two years of the Covid-19 pandemic, a growing demand for energy and raw materials. Several episodes of drought have had an impact on the yield of certain crops, several animal health crises such as avian flu, or even economic difficulties such as labor shortage have resulted in cost increases with an impact on the prices of certain products and services. This situation has already contributed to higher energy costs and raw materials and caused supply chain delays even disruptions. It potentially generates exogenous risks increasing the uncertainty and the criticality of certain risks which could affect the Company’s operating and financial performance.

As part of its Enterprise Risk Management (ERM) policy, Quadient revises every year its global risk mapping addressing the Company's most material risks from strategic, operational, finance, sustainable development, legal, ethics and compliance perspectives. In this respect, a risk management framework, under the oversight of the head of compliance has been set to ensure:

• ●the identification and assessment of the different risks encountered by the Company in the course of its business activities
• ●the assessment of the level of maturity of the management of each risk based on the existence and implementation of policies and means of control (organizational structures, processes, procedures)
• ●the definition and the follow-up of the main remedial action plans undertaken to mitigate these risks.

The ERM process is broken down into the following three stages:

1. Context analysis and data collection

The first stage of the ERM process begins with the analysis of the internal and external context of the Company to consider the changes in terms of business, strategy, finance, and other factors that may present an emerging risk for Quadient or impact significantly the risks already identified. Then comes the collect of relevant data and information, such as KPIs, survey results, incidents, local risk assessment results, audit outcome from operational managers and experts to report the evolution (positive or not) of the risks and their level of control.

2. Risk analysis and assessment update

This second stage starts with the update of the risk cards established for each of the existing risks identified in the previous stage. It consists in reviewing with the risk owners the potential causes, the aggravating or limiting factors, the consequences of the risks and analyse the data collected at the previous stage to update the risk assessment. This evaluation is based on the probability of occurrence which is characterized by a frequency on a 4-level scale and on the impact which characterizes the effect on the Company's strategy, finance, reputation, or ability to comply with laws and regulations, also on a 4-level scale. These two criteria are used to position the risks on our risk matrix and therefore determine their level of criticality among the 4 levels: low, medium, high, and very high. 

3. Review of the existing control measures and definition of mitigation action plans 

The third stage of the process consists in the review and the update of the existing control measures also listed in the risk cards. The data collected during the first stage also help to check the adequacy and effectiveness of these controls. In this respect, a third criterion is used to assess their level of maturity. Combined with the criticality level of each risk, this criterion enables to position the risk on a prioritization matrix of the mitigation action plans to be implemented.

The Company Enterprise Risk Management program is governed by the General management through its risk and compliance committee chaired by the Company's Chief Executive Officer. This committee comprises the Chief Finance Officer, the Chief People Officer, the Chief Transformation Officer, the Vice-President of Internal Control and Internal Audit, and the Vice-President of Corporate Social Responsibility and Compliance. They meet each quarter (more often if circumstances so require) to ensure the ERM process described above takes place effectively, decide on which risks are unacceptable within the context of the business, define the Company's main orientations in terms of risk management, and monitor compliance in such respect.

This approach is leaded by the Vice-President of Corporate Social Responsibility and Compliance with the Vice-President of Internal Control and Internal Audit using:

• ●the resources of the solutions, operations and support functions teams in charge of implementing the 1st level of control measures (e.g., checks carried out by employees and their managers as part of their activities) ensuring compliance with the applicable global policies and internal standards set out to control the Company risks
• ●the resources from the compliance center or excellence and local compliance teams, composed of experts in the fields of information security, data privacy, legal, ethics, quality, environment, health and safety, and social matter, in charge of implementing the 2nd level of control measures (e.g. controls specific to regulatory compliance programs such as anti-corruption, anti-money laundering, data protection)   
• ●the resources from the internal control and internal audit team in charge of performing the 3rd level of control measures through regular reviews and internal audits of the internal control framework to assess it in terms of efficiency, consistency and completeness, to take corrective actions in case of deviation and to monitor their implementation.
• ●External auditors, particularly the statutory auditors also form part of the 3rd line of control measures

In 2021, the compliance center of excellence has developed a common process and a methodology founded on a Governance Risk and Control (GRC) digital tool enabling:

• ●the consolidation of major risks from all sites, regions, and business lines
• ●the disclosure of Quadient's policies, procedures and standards to all employees
• ●the management of compliance audits and corrective actions

The compliance center of excellence works with all Quadient's departments and more particularly with the Internal Control and Internal Audit team in order to:

• ●link up the identified risks and Quadient’s policies, processes, standards, compliance programs and propose changes where appropriate
• ●contribute to defining the annual internal audit program
• ●use the results from the internal audits carried out to enhance the risk assessments conducted within the Company. 

By verifying the Company’s key processes, the Internal Audit team provides assurance that internal control and risk management procedures have been implemented and are effective.

The Global Risk mapping has been updated between December 2022 and March 2023, approved by the General Management Risk Committee and presented to the Board of directors audit Committee at the end of March 2023.

Since 2021, more granular risk analyzes have been carried out at the level of certain functions or certain sites for specific risks and these feed into the global risk assessment. The main risks covered are described hereafter.

The environmental and societal risks are revised every year by the CSR team. The most material ones are part of the global risk mapping and presented in a more detailed way in chapter 5 “non-financial performance statement” of the present document. In 2023, Quadient intends to update its materiality analysis in compliance with the CSRD regulation and the principles of the double materiality to identify the most material risks and opportunities for the Company based on their impacts on the environment and the Company and the financial impacts for the Company and its stakeholders.

In March 2022, the compliance center of excellence has updated the Company risk assessment of corruption and bribery with the support of operational managers coming from different functions, countries and business lines. About 20 different risk scenarios have been identified with different impact and probability of occurrence depending on the regions/countries and the functions involved. The results were presented to the General Management Risk Committee in April 2022, audited by the internal audit team in July 2022 and presented to the Board of directors Audit Committee in January 2023.

The detailed competition risk assessment was also updated by the compliance center of excellence in March 2022 involving mainly the sales development and finance teams from the various countries where the Company operates. About 8 different risk scenarios have been identified across the Company’s activities. As for the risk assessment related to corruption and bribery, the results of this assessment were presented to the general management risk committee in July 2022.

The data privacy detailed risk assessment was last updated in February 2023 by the data protection organization across Quadient. It considers all the risk that may result in data loss or breach and also the compliance with privacy laws worldwide. The outcome of this risk assessment feeds the Company's global risk mapping and was presented to the Data Council, the steering committee overseeing the effectiveness of the Company's compliance program to privacy and information security.

The detailed risk assessment of information security and cyber risks was also updated in 2022 under the supervision of the Chief Digital Officer managing the Information Security organization for the Company's IT infrastructures and assets. Each business line supplements this risk assessment by another one covering the IT infrastructure and applications used by their own teams but also the ones used for the services sold to the Company's customers. Likewise, the privacy risks, the Data Council oversees the effectiveness of the information security compliance program which is also brought to the attention of the Audit committee and the Board of directors.

Since 2021, the compliance center of excellence has implemented a platform to manage the risks related to the 3rd party partners. This platform enables the compliance team to perform integrity checks and assess the risk with third party based on several criteria such as spendings, Corruption Perception Index, 3rd party category, etc. Based on the risk level, the Company has set various questionnaires that are used for its onboarding and due diligence process.

All Quadient companies are covered by a worldwide insurance program which covers operating damage and loss, liability, and transport risks. All subsidiaries adhere to the guarantees set up and negotiated at Group level, subject to local regulatory restrictions or specific geographic exclusions.

Quadient’s risks include a high level of geographic dispersion, which substantially dilutes the consequences of any claim. The cover negotiated by the Group is high and is above all aimed at insuring the largest risks which might have a material impact on the Group’s financial position.

The operating damage and loss insurance cover was renewed on 1 April 2023 for one year under the same conditions.

The insurance covering transport risks was renewed on 1 April 2023 under the same conditions for 12 months ending 31 March 2024.

The insurance policy covering “liability” was renegotiated and renewed for one year ending on 31 March 2024.

Given the development of Quadient in software activities, it was decided in 2014 to cover the risk of possible claims from third parties against Quadient for infringement of copyright and intellectual property. The policy was renewed on 1 April 2023 for one year.

Finally, it has been decided to cover cyber risks in June 2019.

Total cost of insurance amounted to 0.9 million euros in 2022.

Quadient’s insurance policies are regularly updated to reflect changes in the Company’s scope of consolidation and to cover industrial risks within the global insurance market framework.

The Company's guarantees are placed with leading insurers with worldwide reputation.

As part of the organization of the internal control and for the preparation of this report, Quadient adheres to the AMF reference framework. In accordance with the AMF definition, the Company has designed and implemented its internal control system to ensure:

• ●reliability of financial information;
• ●compliance with existing laws and regulations;
• ●implementation of the instructions and directions given by Group management;
• ●proper functioning of the Company’s internal processes, especially those relating to the protection of its assets.

On a general level, the internal control system helps the Company monitor its activities, improves the efficiency of its operations and ensures the efficient use of its resources.

For more than a decade, Quadient has been actively building a culture that conducts its business with the utmost integrity, offers innovative and sustainable solutions, and with limiting the Company’s impact on the environment, takes actions to combat climate change and support global transition to a low carbon economy. Quadient believes that these continuous efforts will ultimately result in a better future for the Company’s customers, employees, and the communities it serves. Quadient also believes that conducting business in an ethical and responsible manner is essential to its sustainable growth and success. As the world faces rapidly evolving environmental, social and economic dynamics, global hotspots and crisis like the Covid-19 pandemic, Quadient is prepared to face and address these challenges as a responsible leader in its field. As a result of the Company's strategy announced in January 2019, Quadient has also adjusted its CSR (Corporate Social Responsibility) strategy and organization to meet the needs of its future. Quadient’s CSR strategy is guided by an in-depth materiality analysis, and is summarized in this document. In terms of organization and governance, the CSR & Compliance team is part of the transformation department, which is in charge of driving the strategic initiatives and transformation of the Company. The Strategy and Corporate Social Responsibility Committee of the Board of directors, created in September 2018, now reviews the Company’s progress on CSR matters regularly and offers its advice and support for future improvements.

This chapter explains the non-financial risks, challenges and opportunities that have been incorporated into Quadient’s CSR strategy, as well as the main results in 2022(1).

Year ended the 31st January, 2023

This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the General Assembly,

In our quality as an independent third party, accredited by the COFRAC under the number n° 3-1681 (scope of accreditation available on the website www.cofrac.fr), and as a member of the network of one of the statutory auditors of your entity (hereinafter “entity”), we conducted our work in order to provide a conclusion expressing a limited level of assurance on the compliance of the consolidated non-financial statement for the year ended 31st January, 2023 (hereinafter the "Statement") with the provisions of Article R. 225-105 of the French Commercial Code (Code de commerce) and on the fairness of the historical information (whether observed or extrapolated) provided pursuant to 3° of I and II of Article R. 225-105 of the French Commercial Code (hereinafter the "Information") prepared in accordance with the entity's procedures (hereinafter the "Guidelines"), included in the management report pursuant to the requirements of articles L. 225 102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

Based on the procedures performed, as described in “Nature and scope of the work”, and on the elements we have collected, we did not identify any material misstatements that would call into question the fact that the consolidated non-financial statement is not presented in accordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects.

• ❚Consolidated assets

• ❚Consolidated liabilities

Year ended 31 January 2023

This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French, and it is provided solely for the convenience of English-speaking users.

This statutory auditors’ report includes information required by European regulations and French law, such as information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report and other documents provided to shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of Quadient S.A.,

In compliance with the engagement entrusted to us by your: Annual General Meeting, we have audited the accompanying consolidated financial statements of Quadient S.A. for the year ended 31 January 2023. 

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 January 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

The audit opinion expressed above is consistent with our report to the Audit Committee.

Unless otherwise indicated, all the amounts stated hereafter are in million euros, rounded to one decimal place.

On 16 June 2022, Quadient S.A. exercised its early redemption option of the ODIRNANE at par for an amount of 265.0 million euros using its available cash flow.

On 21 October 2022, Quadient S.A. dissolved its subsidiary Neopost SDS Ltd. As part of this transaction, Quadient S.A. has granted a waiver of its receivable for an amount 2.7 million euros and recognized the disposal of its shares for 4.6 million euros;. Both the investment and the receivable were fully depreciated. This dissolution had no impact on Quadient S.A.'s net income.

Quadient S.A. consented a 7.0 million euros waiver of debt to Quadient Italy as of 22 August 2022.

As of 31 January 2023, the impairment test carried out on financial investments led Quadient S.A. to write down in full its 7.2 million euros investment in Quadient Shipping.

• ❚Assets

• ❚Liabilities

This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French, and it is provided solely for the convenience of English-speaking users.

This statutory auditors’ report includes information required by European regulations and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to the shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of Quadient S.A.,

In compliance with the engagement entrusted to us by the shareholders at the Shareholders’ General Meetings, we have audited the accompanying parent company’s financial statements of Quadient S.A. for the year ended 31 January 2023. 

In our opinion, the parent company’s financial statements for the year give a true and fair view of the financial position, the assets and liabilities, and the results of the Company as at 31 January 2023, in accordance with French accounting principles. 

The opinion formulated above is consistent with the content of our report to the Audit Committee.

Quadient S.A. issues free share plans, which are described in note 9-4-2 of the consolidated financial statements in this Universal Registration Document.

Moreover, net share settled undated unsecured bonds convertible into new shares and/or exchangeable for existing shares (ODIRNANE), issued on 16 June 2015 by Quadient S.A. (formerly Neopost S.A.), traded on the “Freiverkehr” open market of the Frankfurt stock exchange under ISIN code FR0012799229 for a notional amount of 265 million euros representing 4,587,156 shares with a nominal value of 57.77 euros was redeemed early on 16 June 2022 (see note 13-2 to the consolidated financial statements in chapter 6 of this Universal Registration Document).

Quadient S.A. shares are listed in compartment B of Euronext Paris market, under the mnemonic QDT and under ISIN code FR0000120560 and is part of the CAC® Mid & Small and EnterNext® Tech 40 indices.

As a reminder, the Group being listed as of 25 September 2019 under the name Quadient, in place of Neopost, and under the mnemonic code QDT, in place of NEO.

In accordance with articles L.225-209 et seq. of the French commercial code, Quadient S.A. is authorized to buy back its own shares notably for the purposes of cancelling them and regulating its share price. This authorization was renewed by the 16 June 2022 Annual General Meeting, and is subject to the following conditions:

• ●maximum purchase price: 50 euros per share; 
• ●maximum ownership percentage: the maximum number of Quadient S.A. shares that Quadient S.A. may acquire under this authorization is equal to 10% of its total number of shares in issue per twenty-four months period;
• ●duration of the repurchase program: eighteen months.

As of 31 January 2023, Quadient S.A. used this authorization and currently owned 73,481 shares (of which 51,321 shares held within the framework of the liquidity contract), with a book value of 1.3 million euros.

Quadient S.A.

42-46, avenue Aristide Briand, 92220 Bagneux, France.

Telephone: +33 1 45 36 30 00.

On 1 February 2023, Quadient announced the general availability in the U.S. of the Quadient iX-1 postage meter, a compact yet powerful mailing system that combines mail and parcel processing into one user-friendly solution designed for the small office environment. 

Geoffrey Godet, Quadient S.A. Chief Executive Officer.

“I hereby certify that the information contained in this universal registration document is, to my knowledge, in accordance with the facts and makes no omission likely to affect its import.

I further certify that, to my knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a fair view of the assets and liabilities, financial position and results of the Company and all the undertakings included in the consolidation, and that the information included in this universal registration document within the management report and listed in the table of concordance in section 8.7.3 presents a fair view of the development and performance of the business, results and financial position of the Company and all the undertakings included in the consolidation as well as a description of the main risks and uncertainties to which they are exposed”.

Geoffrey Godet,

Chief Executive Officer

Please refer to the note 15 in chapter 6 “Consolidated statements of financial position” of this universal registration document.