EX-21.1 2 ex_236029.htm EXHIBIT 21 SUB LIST

Exhibit 21.1

Harte Hanks Subsidiary Governance Manual

Office of the General Counsel

Last Updated: March, 2021

Preface

This manual is intended to serve as a general reference guide for employees. It provides basic corporate data about Harte Hanks, Inc., each of its current subsidiaries, contact information for subsidiary governance support, an overview of the responsibilities of subsidiary officers and directors, and other subsidiary governance information. This manual does not provide a comprehensive discussion of subsidiary governance matters or local jurisdictional variations with respect to subsidiary governance, and it does not address all potential issues that may arise in any particular situation. For assistance with questions or concerns about a particular matter, please consult with one of the individuals listed on Annex A hereto or a member of the Law Department.

Overview

Like many large publicly-traded companies, we conduct our business through a number of separate legal entities, known as subsidiaries, which are owned, directly or indirectly, by Harte Hanks, Inc.

When our employee signs a contract, communicates with a third party or takes other actions in accordance with job responsibilities and internal authority, that employee is typically acting on behalf of Harte Hanks, Inc. or one of its direct or indirect subsidiaries, not on behalf of “Harte Hanks” and all of its subsidiaries generally.

Why We Have Subsidiaries

Our global entity structure allows us to plan for national and local taxes, reduce the exposure of subsidiaries to legal risks associated with operations of other subsidiaries, and have greater flexibility in transferring assets.

Powers and Benefits of Subsidiaries

As separate legal entities, each of Harte Hanks, Inc. and its subsidiaries generally has the legal right, subject to appropriate internal corporate authorizations and procedures, to take a variety of actions in its own name, including entering into contracts, making expenditures, opening bank accounts, incurring debt, purchasing equipment and other assets and suing (and being sued). Each subsidiary generally has its own corporate officers governing bodies (most commonly a board of directors). Ownership of subsidiaries is evidenced by stock equity interests that are held by Harte Hanks, Inc. or another of its subsidiaries. Because each is a separate legal entity, the liabilities of a subsidiary are generally not attributed to its parent company, any other subsidiary or any other third party.

Authority

Appropriate corporate authorizations must be obtained prior to entering into a transaction or committing a subsidiary to an obligation. All actions taken by employees on behalf of a subsidiary, whether signing a contract, making a regulatory filing or taking any other action for which the subsidiary will be responsible, must be properly authorized. Many day-to-day activities may be generally authorized as part of an employee’s overall responsibilities for the subsidiary and other matters may be authorized under applicable internal delegations of authority. Some matters, however, may require additional corporate authorizations, such as approved Project Commitment Forms (PCFs), subsidiary board resolutions and/or Harte Hanks, Inc. board resolutions. Failure to have appropriate internal authorizations prior to entering a transaction or committing a subsidiary to an obligation may subject an employee to disciplinary action, including termination.

Governance & Obligations

After a subsidiary is formed, we must maintain its separate legal existence in order to achieve the business, tax, risk and liability allocation and other purposes for which it was formed. This continuous maintenance may involve, for example, keeping separate minute books, holding annual organizational meetings to elect directors and appoint officers, making required corporate and tax filings, avoiding commingling funds of one subsidiary with funds of another subsidiary, using appropriate letterhead when communicating with third parties, signing contracts that correctly identify the contracting subsidiary, conducting inter-company transactions between subsidiaries pursuant to arms-length agreements, maintaining adequate capitalization and complying with various other corporate formalities. Failure to follow subsidiary governance formalities may in some cases result in the separate legal existence of the subsidiary being disregarded by a court. In such a case, liability of the disregarded subsidiary could be imposed on owners of that subsidiary or others.

Types and Locations

At present, Harte Hanks has 30 subsidiaries, which are formed in jurisdictions around the world –Philippines, France, England, The Netherlands, as well as U.S. jurisdictions such as Delaware, California, New York and Florida. These subsidiaries take the form of corporations, limited liability companies and other U.S. and foreign types of entities. The type of legal entity is chosen depending on the primary purposes for forming the entity, which in turn affects the formation process, ownership structure, liability of owners, system of management, tax treatment and other aspects of governance.

* * *

By Alpha Code

AAC, (CDC) 6

ABO 7

ACA 8

DBM 9

FLA 20

HBA, (AWB) 21

HDB 22

HDS 23

HFR 14

HGR 15

HHD 16

HHL 17

HHM 18

HHP 19

HJX 31

HKC 32

HNE 22

HSP 23

HTM 24

HTX 25

NMO, (FMO), (SMO), (PMO), (TMO), (MOC) 26

PMB, (NCP), (SDP) 27

ROM 28

SCA, (NCA), (SDA), (WEB) 29

SMI, (MZU), (STS), (TAC), (HHMUS) 41

SSN 43

TRQ……………………….………………………………………………………………………………………… 32

TSS 33

ZHC, (HRM), (MSG), (MAC) 34

ZHH 35

By Legal Name

HARTE-HANKS DIRECT MARKETING/CINCINNATI, INC. 15

HARTE-HANKS RESPONSE MANAGEMENT/BOSTON, INC. 16

HARTE-HANKS DIRECT MARKETING/FULLERTON, INC. 18

HARTE-HANKS STRATEGIC MARKETING, INC. 19

HARTE-HANKS FLORIDA, INC. 20

HARTE HANKS DIRECT MARKETING/BALTIMORE, INC. 21

HARTE-HANKS DO BRAZIL CONSULTORIA E SERVICOS LTDA. 22

HARTE-HANKS DATA SERVICES LLC 23

HHMIX SAS 24

HARTE-HANKS GMBH 25

HARTE-HANKS DIRECT, INC. 26

HARTE HANKS LOGISTICS, LLC 27

HARTE-HANKS PHILIPPINES, INC. 29

HARTE-HANKS PRINT, INC. 30

HARTE-HANKS DIRECT MARKETING/JACKSONVILLE, LLC 31

HARTE-HANKS DIRECT MARKETING/KANSAS CITY, LLC 32

HARTE HANKS EUROPE B.V. 33

HARTE-HANKS MARKET INTELLIGENCE ESPANA LLC 34

HARTE HANKS UK LIMITED 35

HARTE-HANKS DIRECT MARKETING/DALLAS, INC. 36

NSO, INC. 37

SOUTHERN COMPRINT CO. 38

HARTE-HANKS SRL 39

HARTE-HANKS SHOPPERS, INC. 40

HARTE-HANKS RESPONSE MANAGEMENT/AUSTIN, INC. 41

SALES SUPPORT SERVICES, INC. 43

HARTE HANKS TRANQUILITY LIMITED 44

HARTE-HANKS BELGIUM N.V. 45

HARTE-HANKS STS, INC. 46

HARTE HANKS, INC. 47

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT MARKETING/CINCINNATI, INC.

AAC, (CDC)

State of Incorporation: | F.I.N.:
Ohio | 31-0969327
Principle Office Address: | Date Incorporated:
2800 Wells Branch Parkway Austin, TX 78728 | 10/01/79
County In Which Located: | Agent for Service of Process:
Hamilton | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $1.00
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Board of Directors: | Officers:
Andrew Benett | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS RESPONSE MANAGEMENT/BOSTON, INC.

ABO

State of Incorporation: | F.I.N.:
Massachusetts | 04-2210147
Principle Office Address: | Date Incorporated:
600 North Bedford Street East Bridgewater, MA 02333 | 10/22/80
County In Which Located: | Agent for Service of Process:
Norfolk | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 5,000 | NPV
Outstanding: | 5,000 |
Registered Assumed Names: | Foreign Qualifications:
None | New Jersey California Louisiana Kansas Missouri Florida Texas North Carolina New Mexico Ohio | (12/29/00) (10/29/14) (12/04/17)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes Jeanne M. Shaunessy | Andrew Benett, President Jeanne M. Shaunessy, Vice President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT MARKETING/FULLERTON, INC.

ACA

State of Incorporation: | F.I.N.:
California | 33-0209712
Principle Office Address: | Date Incorporated:
2337 West Commonwealth Avenue Fullerton, CA 92833 | 12/17/86
County In Which Located: | Agent for Service of Process:
Orange | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $1.00
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS STRATEGIC MARKETING, INC.

DBM

State of Incorporation: | F.I.N.:
Delaware | 45-3987467
Principle Office Address: | Date Incorporated:
2 Executive Drive Suite 103 Chelmsford, MA 01824 | 12/07/2011
County In Which Located: | Agent for Service of Process:
Middlesex | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $0.001
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None |  |  |
| Massachusetts | (01/09/12) |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS FLORIDA, INC.

FLA

State of Incorporation: | F.I.N.:
Delaware | 20-2495117
Principle Office Address: | Date Incorporated:
1101 North Lake Destiny Road Maitland, FL 32751 | 03/15/05
County In Which Located: | Agent for Service of Process:
Orange | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $.0.01
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | Florida | (04/11/05)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE HANKS DIRECT MARKETING/BALTIMORE, INC.

HBA, (AWB)

State of Incorporation: | F.I.N.:
Maryland | 52-1129017
Principle Office Address: | Date Incorporated:
2 Executive Drive, Suite 103 Chelmsford, MA 01824 | 08/21/78
County In Which Located: | Agent for Service of Process:
Baltimore | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $1.00
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
Harte Hanks Direct Marketing/ Wilkes Barre | Pennsylvania | (01/06/00)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – December 31, 2016

HARTE-HANKS DO BRAZIL CONSULTORIA E SERVICOS LTDA.

HDB

State of Incorporation: | Company registration Number:
N/A | JUCESP- 53.653/07-5
Principle Office Address: | Date Incorporated:
Avenida das Nacoes Unidas, 13797, 19th Floor San Paulo, Brazil 04795-100 | 09/20/95
Location of Incorporation: | Agent for Service of Process:
Brazil (São Paulo County) | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Quota Capital | Foreign Qualifications:
R$ 7.660.644,00 (currency Real-R$) | None
Registered Assumed Names: |
None |  |
Officers and Directors: |
Carlos Eduardo Prado, General Manager Maria Auxiliadora Lopes Martins (nominated powers) |

Page Last Updated – January 27, 2020

HARTE-HANKS DATA SERVICES LLC

HDS

State of Incorporation: | F.I.N.:
Maryland | 52-2206203
Principle Office Address: | Date Organized:
2 Executive Drive, Suite 103 Chelmsford, MA 01824 | 12/31/99
County In Which Located: | Agent for Service of Process:
Anne Arundel | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Membership Units: | Par Value
100 | N/A
Registered Assumed Names: | Foreign Qualifications:
None | Pennsylvania Kentucky | (04/06/04) (06/16/16)
Board of Directors: | Officers:
N/A | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HHMIX SAS

HFR

State of Incorporation: | F.I.N.:
N/A | 98-1084858 (USA)
Principle Office Address: | Date Incorporated:
35 rue des Chantiers Versailles, 78000, France | 11/86
Location of Incorporation: | Agent for Service of Process:
France | N/A
Owned By: | Percent Owned:
HNE (Harte Hanks Europe B.V.) | 100%
Registered Capital: | Par Value:
10,000 shares of FRF 100 | N/A
Registered Assumed Names: | Foreign Qualifications:
None | None |
Directors: | Officers:
Andrew Benett | Andrew Benett, President

Page Last Updated – January 27, 2020

HARTE-HANKS GMBH

HGR

State of Incorporation: | F.I.N.:
N/A | 98-0216643 (USA)
Principle Office Address: | Date Incorporated:
De-Saint-Exupéry-Straße 8 60549 Frankfurt am Main Deutschland / Germany | 10/08/90
Location of Incorporation: |
Germany |
Owned By: | Percent Owned:
HNE (Harte Hanks Europe B.V.) | 100%
Registered Capital: |
DM 500,000, divided into one share of DM 331,600, three shares of DM 50,000, two shares of DM 6,700 and one share of DM 5,000 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Director: | Officers:
Andrew Benett | N/A

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT, INC.

HHD

State of Incorporation: | F.I.N.:
New York | 13-3520560
Principle Office Address: | Date Incorporated:
3800 Horizon Blvd. Suite 500 Trevose, PA 19053 | 05/02/89
County In Which Located: | Agent for Service of Process:
Ulster | CT Corporation
Owned By: | Percent Owned:
HHP (Harte-Hanks Print, Inc.) | 100%
Shares | Par Value:
Authorized: | 200 | NPV
Outstanding: | 200 |
Registered Assumed Names: | Foreign Qualifications:
The Agency Inside Harte-Hanks | Arizona Florida Pennsylvania | (12/19/05) |
| Texas | (07/02/07) |
| California | (01/15/08) |
| Colorado Connecticut Georgia Illinois Indiana Maryland Massachusetts Michigan Mississippi Missouri New Jersey New Hampshire New York North Carolina Ohio Ontario Tennessee Texas Virginia Washington Canadian Business Number: 731680724 Canadian Payroll Deductions Program Account: 731680724RP0001 Ontario Corporation Number: 1964654 | (12/22/16) |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE HANKS LOGISTICS, LLC

HHL

State of Organization: | F.I.N.:
Florida | 30-0758173
Principle Office Address: | Date organized:
1400 East Newport Center Drive, Suite 200 Deerfield Beach, FL 33442 | 12/12/12
County In Which Located: | Agent for Service of Process:
Broward | CT Corporation
Owned By: | Percent Owned:
FLA (Harte-Hanks Florida, Inc. Formally known as Harte Hanks Flyer, Inc.) | 100%
Membership Units: | Registered Assumed Names:
100 | None
Foreign Qualifications: | Sole and Managing Member:
California | (01/10/13) | Harte-Hanks Florida, Inc.
Georgia | (01/09/13) | Officers:
|  | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer
Massachusetts | (01/10/13) |
Minnesota |  |
North Carolina | (01/14/13) |
Pennsylvania | (01/08/13) |

Page Last Updated – January 27, 2020

HARTE-HANKS PHILIPPINES, INC.

HHM

State of Incorporation: | F.I.N.:
N/A | 98-1081909 (USA)
Principle Office Address: | Date Incorporated:
Market Market Mall, 4th Floor Fort Bonifacio Global City Taguig (Manila), The Philippines | 11/03/05
Location of Incorporation: |
Philippines |
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | P11,200,000.00 | P100.00
Outstanding: | P11,200,000.00 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Officers and Directors: |
Jonathan S. Bondoc, President, Director Marie Cherylle Z. Hular, Director Martin Ignacio D. Mijares, Director, Secretary Benjamin Chacko, Director Amelia Batuhan, Treasurer Sydney J. Hoffman, Assistant Treasurer Laurilee Kearnes, Vice President |

Page Last Updated – January 27, 2020

HARTE-HANKS PRINT, INC.

HHP

State of Incorporation: | F.I.N.:
New Jersey | 23-2676694
Principle Office Address: | Date Incorporated:
One Matrix Drive Monroe Township, NJ 08831 | 01/23/92
County In Which Located: | Agent for Service of Process:
Gloucester | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 20,000,000 | NPV
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT MARKETING/JACKSONVILLE, LLC

HJX

State of Incorporation: | F.I.N.:
Delaware | 59-3759459
Principle Office Address: | Date Organized:
2 Executive Drive, Suite 103 Chelmsford, MA 01824 | 11/30/01
County In Which Located: | Agent for Service of Process:
Duval | CT Corporation
Owned By: | Percent Owned:
FLA (Harte-Hanks Florida, Inc.) | 100%
Membership Units: | Par Value:
100 |  | N/A
Registered Assumed Names: | Foreign Qualifications:
None | Florida Georgia Illinois Kentucky Maryland New Mexico North Carolina Ohio Pennsylvania Texas | (01/01/02)
Board of Directors: | Officers:
N/A | Richard A. Kegley, President Andrew Benett, Vice President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT MARKETING/KANSAS CITY, LLC

HKC

State of Organization: | F.I.N.:
Delaware | 48-1252793
Principle Office Address: | Date Organized:
6700 Orville Avenue, Suite 100 Kansas City, KS 66102-3126 | 11/30/01
County In Which Located: | Agent for Service of Process:
Johnson | CT Corporation
Owned By: | Percent Owned:
SSN (Sales Support Services, Inc.) | 100%
Membership Units: | Par Value:
100 |  | N/A
Registered Assumed Names: | Foreign Qualifications:
None | Kansas | (03/21/02)
| Montana | (11/12/09)
| Maine | (11/19/10)
Board of Directors: | Officers:
N/A | Andrew Benett, President Jeanne M. Shaunessy, Vice President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – July 30, 2018

HARTE HANKS EUROPE B.V.

HNE

State of Incorporation: | F.I.N.:
N/A | 98-1084277 (USA)
Principle Office Address: | Date Incorporated:
Pan-Invest Prinses Margrietplantsoen 88 2595 BR The Hague The Netherlands | 08/19/88
Location of Incorporation: | Agent for Service of Process:
Holland (Netherlands) | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Capital: | Par Value:
Authorized: | NLG 200,000 | N/A
Outstanding: | NLG 40,000 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Directors: | Officers:
Pascal F. Schroyen Wouter Beezemer/Pan-Invest Andrew Benett Jeffrey D. Slough | N/A

Page Last Updated – January 27, 2020

HARTE-HANKS MARKET INTELLIGENCE ESPANA LLC

HSP

State of Incorporation: | F.I.N.:
Colorado | N/A
Principle Office Address: | Date Incorporated:
Cl Corazon de Maria, No. 6, 3rd Floor, Suites 4 & 5 Madrid 28002 Spain | 08/09/91
County In Which Located: | Agent for Service of Process:
N/A | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Membership Units: | Par Value:
100 |  | N/A
Registered Assumed Names: | Foreign Qualifications:
None | Spain |
Board of Directors: | Officers:
N/A | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 9, 2019

HARTE HANKS UK LIMITED

HTM (and former HIA, MZL, SDML)

State of Incorporation: | Company Registration Number:
N/A | 02435931 98-1011966 (USA)
Principle Office Address: | Date Incorporated:
Spaces, Charter Building Charter Place Uxbridge UB8 1JG United Kingdom | 10/25/89
County In Which Located: | Agent for Service of Process:
N/A | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 75%*
TRQ (Harte Hanks Tranquility Limited) | 25%
*ZHH acquired 1 share in TRQ in exchange for 25 shares of HTM, effective 12/30/2018. |
Shares | Par Value:
Authorized: | 100 | £1
Outstanding: | 100 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Officers and Directors: |
Sydney J. Hoffman, Director Peter J. Kitley, Director Andrew Benett, President |

Page Last Updated – January 27, 2020

HARTE-HANKS DIRECT MARKETING/DALLAS, INC.

HTX

State of Incorporation: | F.I.N.:
Delaware | 75-2626529
Principle Office Address: | Date Incorporated:
2750 114th Street, Suite 100 Grand Prairie, TX 75050 | 06/22/07
County In Which Located: | Agent for Service of Process:
Tarrant County, Texas | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | NPV
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | Texas | (07/02/07)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

NSO, INC.

NMO, (FMO), (SMO), (PMO), (TMO), (MOC)

State of Incorporation: | F.I.N.:
Ohio | 31-1190424
Principle Office Address: | Date Incorporated:
2800 Wells Branch Parkway Austin, TX 78728 | 11/21/86
County In Which Located: | Agent for Service of Process:
Hamilton | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares | Par Value:
Authorized: | 1,000 | $1.00
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
Harte Hanks Direct Marketing (Ohio, California, New Jersey, Texas, Pennsylvania, Delaware, Illinois, New York, Maryland, Massachusetts, Florida, Kansas, Kentucky, Washington) | California | (12/18/86) | Massachusetts | (12/19/95)
|  |  | Florida | (11/07/96)
| Texas | (12/18/86) |  |
| Pennsylvania | (02/24/87) |  |
| Illinois | (02/17/93) | Colorado | (01/14/16)
| Maryland | (12/07/95) |  |
Board of Directors: | Officers:
Andrew Benett | Andrew Benett, President, Secretary and Assistant Treasurer Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

SOUTHERN COMPRINT CO.

PMB, (NCP), (SDP)

State of Incorporation: | F.I.N.:
California | 77-0231595
Principle Office Address: | Date Incorporated:
2830 Orbiter Street Brea, CA 92821 | 10/10/89
County In Which Located: | Agent for Service of Process:
Orange | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares: | Par Value:
Authorized: | 1,500 | NPV
Outstanding: | 1,070 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS SRL

ROM

State of Incorporation: | F.I.N.:
N/A | 98-1082756 (USA)
Principle Office Address: | Date Incorporated:
IDEO – Sos Pacurari, nr 138, Iasi, 700521, Romania | 07/17/06
Location of Incorporation: | Agent for Service of Process:
Romania | CT Corporation
Owned By: | Percent Owned:
HTM (Harte Hanks UK Limited) | 100%
Shares: | Par Value:
Authorized: | 60 at E6 | N/A
Outstanding: | 60 at E6 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Directors: | Agent:
Peter J. Kitley Andrew Benett | Florea Anca

Page Last Updated – January 27, 2020

HARTE-HANKS SHOPPERS, INC.

SCA, (NCA), (SDA), (WEB)

State of Incorporation: | F.I.N.:
California | 95-2269791
Principle Office Address: | Date Incorporated:
2830 Orbiter Street Brea, CA 92821 | 04/25/63
County In Which Located: | Agent for Service of Process:
Orange | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares: | Par Value:
Authorized: | 250,000 | NPV
Outstanding: | 15,174 |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE-HANKS RESPONSE MANAGEMENT/AUSTIN, INC.

SMI, (MZU), (STS), (TAC), (HHMUS)

State of Incorporation: | F.I.N.:
Delaware | 74-2898255
Principle Office Address: | Date Incorporated:
2800 Wells Branch Pkwy. Austin, TX 78728 | 06/22/07
County In Which Located: | Agent for Service of Process:
New Castle | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
| HHS
Shares: | Par Value:
Authorized: | 1,000 | NPV
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | Arkansas Illinois Kansas Texas | (07/02/07)
| Florida | (07/03/07)
| New Jersey New York | (09/02/16)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, Vice President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

SALES SUPPORT SERVICES, INC.

SSN

State of Incorporation: | F.I.N.:
New Jersey | 22-1664923
Principle Office Address: | Date Incorporated:
14950 F.A.A. Boulevard, STE. 100 Fort Worth, TX 76155 | 05/17/60
County In Which Located: | Agent for Service of Process:
Middlesex | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares: | Par Value:
Authorized: | 10,000 | NPV
Outstanding: | 5,617 |
Registered Assumed Names: | Foreign Qualifications:
Harte-Hanks Sales Support | Texas | (10/13/86)
| California | (12/22/88)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – January 27, 2020

HARTE HANKS TRANQUILITY LIMITED

TRQ

State of Incorporation: | Company Registration Number:
N/A | 10537757
Principle Office Address: | Date Incorporated:
Wyvern House, Wyvern Way, Rockingham Road Uxbridge UB8 2XN | 12/22/16
Location of Incorporation: | Agent for Service of Process:
England & Wales | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares: | Par Value:
Authorized: | 11* | £1
Outstanding: | 11* |
*Effective 12/30/18, TRQ issued 1 additional share of stock to ZHH (increasing the outstanding shares from 10 to 11) in exchange for 25 shares of HTM. |
Registered Assumed Names: | Foreign Qualifications:
None | None |
Officers and Directors: |
Peter J. Kitley, Director Andrew Benett, Director, Secretary |

Page Last Updated – January 27, 2020

HARTE-HANKS BELGIUM N.V.

TSS

State of Incorporation: | F.I.N.:
N/A | 98-1065119 (USA)
Principle Office Address: | Date Incorporated:
Ekkelgaarden 6B 3500 Hasselt, Belgium | 08/17/94
Location of Incorporation: | Agent for Service of Process:
Belgium | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) (624 shares) HHD (Harte-Hanks Direct, Inc.) (1 share) | 100%
Registered Capital: | Par Value:
BEF 6,250,000 represented by registered shares having no par value and numbered 1 through 625 | NPV
Registered Assumed Names: | Foreign Qualifications:
None | None |
Directors: |
Andrew Benett Pascal F. Schroyen Jeffrey D. Slough |

Page Last Updated – June 11, 2019

HARTE-HANKS STS, INC.

ZHC, (HRM), (MSG) , (MAC)

State of Incorporation: | F.I.N.:
Delaware | 20-5779914
Principle Office Address: | Date Incorporated:
2800 Wells Branch Parkway Austin, TX 78728 | 10/19/06
County In Which Located: | Agent for Service of Process:
New Castle | CT Corporation
Owned By: | Percent Owned:
ZHH (Harte Hanks, Inc.) | 100%
Shares: | Par Value:
Authorized: | 1,000 | $1.00
Outstanding: | 1,000 |
Registered Assumed Names: | Foreign Qualifications:
None | California Pennsylvania Florida Massachusetts | (01/15/08) (01/15/14) (01/29/14) (01/15/14)
Board of Directors: | Officers:
Andrew Benett Laurilee Kearnes | Andrew Benett, President Carolyn J. DeLuca, Vice President Laurilee Kearnes, Vice President and Treasurer

Page Last Updated – March 28, 2019

HARTE HANKS, INC.

ZHH

State of Incorporation: | F.I.N.:
Delaware | 74-1677284
Principle Office Address | Date Incorporated:
2 Executive Drive, Suite 103 Chelmsford, MA 01824 [Delaware Principle Address:] The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 | 10/01/70
County In Which Located: | Agent for Service of Process:
Bexar County, Texas | CT Corporation
Shares: | Par Value:
Authorized: | Common Stock: 250,000,000 Preferred Stock: 1,000,000 | $1.00
Registered Assumed Names: | Foreign Qualifications:
None | Texas | (02/18/71)
Board of Directors: | President and Chief Operating Officer:
Alfred V. Tobia, Jr., Chairman Evan B. Behrens Andrew Benett David L. Copeland John H. Griffin, Jr. | Andrew Benett, President Brian Linscott, Chief Operating Officer
| Chief Financial Officer:
| Laurilee Kearnes
Chief Executive Officer: | Vice Presidents: Laurilee Kearnes
Andrew Benett |

ANNEX A

CONTACT INFORMATION FOR SUBSIDIARY GOVERNANCE SUPPORT

A number of corporate support groups and other internal personnel play an important role in subsidiary governance matters. These groups provide support through centralized services. The principal corporate support groups and other internal personnel include:

| ■ | law department – responsible for a variety of subsidiary governance matters, primarily with regard to U.S., or domestic, subsidiaries, including maintaining minute books and corporate organizational records for domestic subsidiaries; assisting with formation and other organizational matters for new domestic subsidiaries; making periodic secretary of state filings for annual reports, qualifications to conduct business in jurisdictions other than the state of formation, and “doing business as,” or DBA, renewals for domestic subsidiaries; administering the annual elections and appointments of domestic subsidiary directors and officers; advising on responsibilities of directors and officers; assisting local domestic business units in preparing required subsidiary board resolutions; and assisting with the dissolution of inactive domestic subsidiaries;

| ■ | tax department – actively involved in selecting the type of legal entity and jurisdiction of formation for new subsidiaries and in the dissolution and reorganization of existing subsidiaries; responsible for domestic subsidiary tax filings, subsidiary capitalization and subsidiary tax planning; and manages, together with the finance and accounting department, the flow of funds among subsidiaries through inter-company loans, dividends and capital contributions;

| ■ | international business units – responsible for overseeing and managing subsidiary governance matters for non-U.S. formed subsidiaries, including maintaining minute books and corporate organizational records for non-U.S. subsidiaries; assisting with the formation and other organizational matters for new non-U.S. subsidiaries; making periodic filings for statutory accounts, annual reports, qualifications to conduct business in local jurisdictions other than the jurisdiction of formation, and other locally required filings and renewals for non-U.S. subsidiaries; administering the annual elections and appointments of non-U.S. subsidiary directors and officers; preparing required board resolutions for non-U.S. subsidiaries; and assisting with the dissolution of inactive non-U.S. subsidiaries; and

| ■ | finance and accounting department – responsible for financial accounting and reporting for subsidiaries’ activities; actively involved, together with the tax department, in managing the flow of funds among subsidiaries through inter-company loans, dividends and capital contributions; and assists local business units in establishing and maintaining subsidiary bank accounts.

The following is a list of helpful contact information to assist employees with questions about subsidiary governance matters.

Law Department

--- | ---

Tax Department

Naureen Tejani | San Antonio, TX office Naureen.Tejani@hartehanks.com (210) 829-9357

International Subsidiaries

Syd Hoffman, Group SVP, Finance (European subsidiaries) | Austin, TX office sjh@hartehanks.com (512) 434-1212