NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Summary table of the Extraordinary General Meeting delegations to the Board of directors

Summary table of the Extraordinary General Meeting delegations to the Board of directors

issue ordinary shares and securities giving access to the • Company's share capital, in the case of a public exchange offering initiated by the Company, for a period of 26 months; increase the capital and conduct share transfers reserved • for Group employees in application of the provisions of article L.3332-1 et seq. of the French labor code, for a period of 26 months; proceed with increases in capital reserved for financial • institutions or companies created specifically for implementing an employee savings scheme for the benefit of the employees of certain subsidiaries or foreign branch offices of the Group, equivalent to the existing saving schemes of the Group's French and foreign companies for ordinary shares and securities giving access to the Company's share capital, for a period of 18 months; grant free shares either existing or to be issued entailing • the waiver of shareholders' pre-emptive subscription rights, for a period of 26 months; cancel the shares acquired under the Company's share • buy-back programme, for a period of 18 months. The full wording of these authorizations is available on request from Neopost S.A. head office. The General Shareholder Meeting of Neopost S.A. called on 29 June 2018 to vote on the financial statements for the financial period ended 31 January 2018 will be asked to renew these authorizations on similar terms. Only the resolution concerning allocations of free shares will not be proposed to this meeting.

The General Shareholder Meeting of Neopost S.A. held on 30 June 2017 approved the following resolutions, giving the Board of directors powers to: issue ordinary shares and securities giving access to the • Company's share capital, with shareholders' pre-emptive subscription rights being maintained, for a period of 26 months; issue ordinary shares, with the waiver of shareholders' • pre-emptive subscription rights through an offer to the public, for a period of 26 months; issue ordinary shares, with the waiver of shareholders' • pre-emptive subscription rights through private placement as stipulated in clause II of article L.411-2 of the French monetary and financial code, for a period of 26 months; issue securities giving access to the Company's share • capital, with the waiver of shareholders' pre-emptive subscription rights through an offer to the public, for a period of 26 months; issue securities giving access to the Company's share • capital, with the waiver of shareholders' pre-emptive subscription rights through private placement as stipulated in clause II of article L.411-2 of the French monetary and financial code, for a period of 26 months; increase the value of issues in the event of • oversubscription, in the event of issuing ordinary shares or securities giving access to the Company's share capital, for a period of 26 months; increase share capital by capitalizing reserves, profits or • premiums, for a period of 26 months; increase the share capital by issuing shares to remunerate • contributions in kind, within the limit of 10% of share capital, for a period of 26 months;

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REGISTRATION DOCUMENT 2017 / NEOPOST