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Quad Makes Application to Cease to be a Reporting Issuer in Canada

SUSSEX, WI (News release) -- Quad/Graphics, Inc. announced that it will apply by October 15, 2019 to the Autorité des marchés financiers ("AMF"), as principal regulator, and the Ontario Securities Commission, the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan , The Manitoba Securities Commission, the Financial and Consumer Services Commission, New Brunswick , the Nova Scotia Securities Commission, the Office of the Superintendent of Securities ( Prince Edward Island ) and the Office of the Superintendent of Securities Service ( Newfoundland and Labrador ) (collectively, the "Canadian Securities Regulatory Authorities") for an order (the "Order Sought") to cease to be a reporting issuer in, British Columbia , Alberta , Saskatchewan , Manitoba , Ontario , Québec, New Brunswick , Nova Scotia , Prince Edward Island and Newfoundland and Labrador (collectively, the "Jurisdictions").

If the Order Sought is granted by the Canadian Securities Regulatory Authorities, Quad will cease to be a reporting issuer in any jurisdiction in Canada , and Quad will no longer be required to file financial statements and other continuous disclosure documents with Canadian Securities Regulatory Authorities.

Notwithstanding a decision that Quad is not a reporting issuer in Canada , Quad will continue to file all financial statements and other continuous disclosure materials required to be filed by it in accordance with the applicable securities laws of the United States and the rules of the New York Stock Exchange ("NYSE"). All such continuous disclosure documents of Quad are publicly available to all security holders of Quad under Quad's profile at www.sec.gov or by selecting the lock icon and then choosing "Investors" at www.QUAD.com and Quad's security holders resident in Canada will continue to receive copies of the continuous disclosure documents that are required to be delivered to security holders in the United States , in the same manner and at the same time as is required under the applicable securities laws of the United States and the rules of the NYSE.

If the Order Sought is granted by the Canadian Securities Regulatory Authorities, Quad will no longer be a reporting issuer in any jurisdiction in Canada and the outstanding class A common stock of Quad and the unsecured 7.00% senior notes of Quad due May 1, 2022 (the "Notes") will be subject to restrictions on resale under applicable securities laws, which include that a first trade of such securities is a distribution unless Quad is a reporting issuer in a jurisdiction in Canada at the time of the trade. However, if the Order Sought is granted, the statutory exemption of the prospectus requirement set forth in Section 2.15 of Regulation 45-102 Resale of Securities (and its equivalent in Ontario - section 2.8 of Ontario Securities Commission Rule 72-503 Distributions Outside Canada, and Alberta - section 11 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta) will be available to securityholders with respect to a first trade of the class A common stock and Notes, to the extent that (i) on the distribution date of the class A common stock or Notes, as applicable, Quad was a foreign issuer, (ii) on the date of any trade of the class A common stock or Notes, as applicable, Quad will not be a reporting issuer in any jurisdiction of Canada , and (iii) any trade of the class A common stock or Notes, as applicable, by a Canadian resident is made through an exchange (including the NYSE), or a market, outside of Canada , or to a person or company outside of Canada .


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