NEOPOST_REGISTRATION_DOCUMENT_2017

5

Financial statements

Consolidated financial statements

Number of shares granted

Of which subject to conditions (a)

Outstanding shares 31/01/2017

Outstanding shares 31/01/2018

End of lock-up period date

Shares granted

Shares delivered

Shares cancelled

Start date

12/01/2012

159,700

77,000

5,115

- (5,115)

-

- 14/01/2018

25/03/2013

146,900 146,900

22,200

-

(700)

(10,400)

11,100 18/01/2018

24/03/2014

150,060 150,060

67,930

-

-

(50,930)

17,000 26/03/2019

01/07/2015

199,500 199,500

177,000

- (7,692)

(76,308)

93,000 03/07/2020

01/07/2016

149,000 149,000

146,500

-

-

-

146,500

n/a

27/03/2017

246,700 246,700

-

246,700

-

(700)

246,000

n/a

Shares granted with performance conditions. (a) Shares granted with performance conditions have a lock-up period of two years, versus three years for other shares. The date of the end of the lock-up period is the later date.

Changes in share-based payments valuation 9-4-4: Expenses recorded with respect to the profit-sharing, incentive plans and share-based payments, in the last five years are as follows:

31 January 2018

31 January 2017

31 January 2016

31 January 2015

31 January 2014

Stock options valuation

-

-

-

-

0.8

Free share granted valuation

(0.6)

0.4

1.9

3.3

4.5

9-5:

Long term incentives (phantom shares)

The Board of directors of Neopost S.A. decided to set up deferred incentives plans called phantom share plans based on the value of the ordinary share of Neopost S.A. in which the managers of the Company and its subsidiaries can recommend certain employees to participate. The purpose of these plans is to attract, reward and retain the most qualified people to hold positions of responsibility within Neopost S.A. and its affiliates within the meaning of article L.225-197-2 of the French commercial code.

The liability is recognized when the phantom shares are attributed and the expense, spread out over the acquisition period (four years for 2014, 2015 and 2016 plans and three years for 2017 plan), represents the valuation of the number of phantom shares attributed at the last share price before the end of financial year. At each closing date, the provision is revaluated based on the last share price and the headcount variation.

Number of shares originally granted

Number of outstanding shares

Short term portion

Long term portion

31 January

31 January 2018

2017 Added

Used Non-used

January 2014 plan

69,200

-

0.8

-

(0.6)

(0.2)

-

-

-

January 2015 plan

67,000

26,250

1.0

0.1

(0.5)

(0.1)

0.5

0.5

-

July 2016 plan

147,600 137,600

0.3

0.5

-

(0.0)

0.8

-

0.8

March 2017 plan

98,020

78,020

-

0.2

-

-

0.2

0.2

Long term incentives

2.1

0.8 (1.1)

(0.3)

1.5

0.5

1.0

The January 2014 and January 2015 plans are contingent upon the employee being on the company's payroll. The July 2016 and March 2017 plans are subject to the cumulative conditions of employee presence and Group performance.

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REGISTRATION DOCUMENT 2017 / NEOPOST