NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

The Chairman of the Board

Denis Thiery

is 62 years old and a French citizen. He has been Chairman of the Board since 1 February 2018. He was Chairman & CEO of Neopost S.A. until 31 January 2018. Having graduated from HEC, he began his career as an auditor with Coopers & Lybrand in France and in the USA. From 1984 to 1991, he held a number of positions at Wang France,

Chief Executive Officer following the Board decision of 12 January 2017. Denis Thiery was appointed as a director by the Annual General meeting of 10 July 2007. His mandate was renewed at the Annual General Meeting of 1 July 2016 for a new three-year term, i.e. until the Annual General Meeting of 2019. Other mandates in the Group: director of Neopost Ltd (United Kingdom), Neopost Shipping (France) and Mailroom Holding Inc. (USA).

before becoming Financial Director in 1989. From 1991 to 1997, he was the Financial Director, and then Chief Executive of Moorings, the world leader in yacht chartering, based in the United States. Denis Thiery joined the Neopost group in 1998 as Group Financial Director and became Chief Executive Officer and then Chairman & CEO on 12 January 2010. From 1 February 2018, the functions of Chairman and Chief Executive have been separated. Geoffrey Godet was appointed

Other mandates outside of the Group: none.

Other mandates over the past five years (except those already listed above): none. Mr. Denis Thiery and his affiliated parties hold 147,592 Neopost shares.

Members of the Board

The members of the Board of directors are proposed by the Board, on the advice of the appointments committee, and appointed by the Ordinary General Meeting. The General Meeting may revoke their appointments at any time. Discussions held over an 18-month period on changes to the Board of directors are in line with Group strategy: regular renewal of Members (the Board has been getting younger since 2016, with the average age decreasing from 60.9 to 56.6), compliance with Law no. 2011-103 of 27 January 2011 on an equal representation of men and women, openness of the Board. In addition, in compliance with the undertakings of last year, on 12 January 2018, the Board decided to Although there are no formal recommendations regarding situations in which it is desirable to appoint a lead director, the Group is particularly sensitive to the position of the Autorité des Marchés Financiers (French Financial Markets Regulator). Neopost therefore decided to appoint Vincent Mercier as lead director in 2016 from among the independent directors. His role is to ensure governance bodies are run correctly and efficiently, that there are no conflicts of interest and that the concerns of shareholders with respect to governance are taken into account. The lead director's missions and responsibilities notably include the following: participating in the preparation of the Board's meetings • where necessary; • circumstances with a specific agenda and on his or her own requesting Board meetings under exceptional Lead director

implement a separation of the functions of Chairman of the Board and Chief Executive Officer of the Group. This separation of powers took effect on 1 February 2018. The number of directors aged over 70 may not exceed one third of all directors during the period. The age limit for the Chairman is 65. The director representing employees was appointed in the Neopost France subsidiary. The term of each director's mandate is limited to three years. To help with the staggering of mandates and avoid a “block” renewal of the Board, the General Meeting of 30 June 2017 decided on the advance renewal of two directors. initiative, suggest linking up work sessions between independent directors; presiding over all Board meetings where the Chairman of • the Board is absent, including work sessions between independent directors; ensuring the Board's by-laws are applied at Board • meetings; liaising between the Chairman and other members of the • Board; taking part in a periodic assessment of the Board's work, • particularly through holding work meetings between independent directors;

taking part in committee work where necessary; •

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REGISTRATION DOCUMENT 2017 / NEOPOST