NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

TABLE # 10 AFEP-MEDEF CODE This table describes the long-term variable remuneration. It is not shown here because this method of remuneration is not used by Neopost.

TABLE # 11 AFEP-MEDEF CODE

Compensation or benefits due or likely to be due in case of termination or change in function

Employment contract

Supplementary Pension plan

Non-compete clause compensation

Executive manager

Denis Thiery

Suspended

Yes

No

No

Start date of the mandate: 12 January 2010 End date of the mandate: renewal submitted to the Annual General Meeting called to approve the accounts as of 31 January 2019

The estimated total annual annuity as of 31 January 2018 for the Chairman & CEO would be 286,115 euros under the supplementary pension scheme. In order to qualify for this annuity, the CEO must permanently leave the Neopost S.A. workforce and liquidate his pension entitlements from both the French Social Security pension scheme and supplementary schemes.

Over the 2017 financial year, the cumulative amount of contributions paid under the defined-contribution scheme is 9,817.5 euros. Pursuant to articles L.225-37 et seq. of the French commercial code, all components of this remuneration will be subject to a resolution submitted for approval at the General Shareholder Meeting of 29 June 2018.

The Chairman – 2018 Remuneration

As the functions of Chairman & Chief Executive Officer have been separated as from the 2018 fiscal year, the remuneration aspects of this report concern two corporate officers: Denis Thiery, in his capacity as Chairman of the Board, and Geoffrey Godet, in his capacity as Chief Executive Officer. Pursuant to article L.225-37-2 of the French commercial code, as introduced by the law on transparency, the fight against corruption and the modernization of the economy, known as the Sapin II law, this report sets out the principles and criteria for establishing, distributing and awarding the fixed, variable and exceptional components comprising the total remuneration and fringe benefits awarded to the Chairman of the Board, Denis Thiery, on account of his corporate appointment, which shall be the subject of a resolution put to the vote at the General Shareholder Meeting of 29 June 2018. Should the General Shareholder Meeting of 29 June 2018 not approve this resolution, the remuneration shall be set in accordance with existing practice within the Company. At Neopost, corporate director remuneration policy is established by the Board of directors following a proposal by the remuneration committee. The Board of directors and the remuneration committee refer in particular to the recommendations of the Afep-Medef code when establishing the remuneration and benefits awarded to its executive director. In accordance with these recommendations, they ensure this remuneration policy complies with principles of comprehensiveness, balance, comparability, coherence, transparency and measure, as well as taking market practice into account.

The remuneration policy for the Chairman is therefore established on the basis of his duties within Neopost, his experience, years of service and performance, as well as market practice. It is hereby specified that following the termination of his corporate appointment as Chief Executive Officer, the suspended employment contract of Denis Thiery, signed with Neopost S.A. when he joined the Neopost group on 1 October 1988, has been reactivated. As from 1 February 2018, he will hold the salaried position of “International Coordinator”, a level IIIC senior executive under the collective labor agreement for French metal industries. He will assist the Chief Executive Officer with the Group's international development within the framework of its current transformation. He will hold this position until 30 June 2018, which date he will retire. For this purpose, an amendment to Denis Thiery's employment contract has been drawn up and signed, subject to the procedure set out in articles L.225-38 et seq. of the French commercial code. Due to the amount of time spent in the United States on account of the importance of this country for Neopost, approximately 20% of Mr. Denis Thiery's remuneration for his salaried position as “International Coordinator” is paid in dollars by the subsidiary Mailroom Holding Inc. It is also precised that Denis Thiery's employment contract does not contain any clause relating to severance pay or compensation for a non-compete clause. Decisions regarding the Chairman's remuneration are the responsibility of the Board of directors and are based on proposals from the remuneration committee. The remuneration of Denis Thiery consists of Directors' fees, a fixed annual compensation for his social mandate, a fixed and variable compensation for his employment contract, retirement liabilities and benefits in kind.

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REGISTRATION DOCUMENT 2017 / NEOPOST