NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

5° The commitments mentioned in the first and sixth paragraphs of the article L.225-42-1 The supplementary pension scheme of the Chairman shall last untill 30 June 2018 inclusive. The supplementary pension scheme of the Chairman, that also benefits to executive committee members who are Neopost S.A employees, comprises a defined contribution pension plan (article 83 of the general tax code), into which is paid a total of 5% of his remuneration, capped at 5 times the Social Security ceiling and a defined contribution pension plan (article 39 of the French general tax code) with an annuity obligation of 1.1% of remuneration per year of service capped at 30% for a minimum of eight years and a maximum of 20 years, with this annuity being paid after deduction of that provided by the defined contribution schemes in force. In order to qualify for this annuity, the Chairman must permanently leave the Neopost S.A. workforce and liquidate his pension entitlements from both the French Social Security pension scheme and supplementary schemes. 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 drawn up by the Board of directors 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 Chief Executive Officer, Geoffrey Godet, on account of his corporate appointment, which shall be put to the vote at the General Meeting of 29 June 2018. Should the General Meeting of 29 June 2018 not approve this resolution, the remuneration shall be set in accordance with existing practice within the Company. Pursuant to article L.225-37-2, it is hereby specified that the payment of variable and exceptional components to Geoffrey Godet for the 2018 fiscal period shall be subject to approval by the General Meeting called to vote on the financial statements for the fiscal year ended 31 January 2019. At Neopost, remuneration policy stipulates that the remuneration of corporate directors 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, 6° The advantages of all kinds The Chairman benefits from the current life and disability insurance and supplementary health-insurance schemes, social security for company directors, a company car, assistance with

filing his annual French and US tax declarations and reimbursement of reasonable business expenses incurred for performing his duties on presentation of appropriate receipts, in accordance with Company policy. However, the life and disability insurance and the supplementary health-insurance schemes as well as the social security for company executive shall terminate on 30 June 2018. The Chairman does not receive any other remuneration for his corporate appointment. He does not therefore receive any multi-annual variable remuneration, exceptional remuneration or any allocation of options to subscribe to or purchase shares. He is not entitled to any severance pay or compensation relating to a non-compete clause. These items of remuneration will be subject to a resolution submitted by the Board of directors to the General Shareholder Meeting. The resolution will be worded as follows: “Having read the report on Corporate Governance provided for in article L.225-37-2 of the French commercial code, the General Meeting, ruling under the conditions for a quorum and majority required for Ordinary General Meetings, approves the principles and criteria for calculating and determining the breakdown between the fixed, variable and exceptional components comprising the total remuneration and benefits in kind, detailed in the aforementioned report and payable to the Chairman, Mr. Denis Thiery, in respect of his corporate office.” comparability, coherence, transparency and measure, as well as taking market practice into account. The remuneration policy for the Chief Executive Officer is therefore established on the basis of his duties within Neopost, his experience, years of service and performance, as well as market practice. Any future increases in remuneration shall take into account the performance of Neopost and market practice. Due to the amount of time spent in the United States on account of the importance of this country for Neopost, approximately 20% of Geoffrey Godet's fixed and variable remuneration is paid in US dollars by the subsidiary Mailroom Holding Inc. for his mandate within this company. Finally, Geoffrey Godet has no employment contract within the Company or any other company within the Group. Decisions regarding the remuneration of the Chief Executive Officer are the responsibility of the Board of directors and are based on proposals from the remuneration committee. The remuneration of the Chief Executive Officer breaks down as follows:

The Chief Executive Officer – Remuneration 2018

1° Director fees

Providing he is appointed a director by the forthcoming General Meeting, the Board of directors may decide to pay director's attendance fees to the director-corporate officer. The principle is to award a fixed amount.

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REGISTRATION DOCUMENT 2017 / NEOPOST