NEOPOST - 2018 Registration document

7

Information on Neopost and its share capital

Neopost share capital

Issue price per share

Number of shares

Paid-in capital

Issued/ cancelled

Date

Operation

Par value

Total

Share capital

31/01/2013

Capital increase through the exercise of options Capital increase through the exercise of options Capital increase through the exercise of options Capital increase through the exercise of options

EUR 1 EUR 31.03

15,030 34,440,318 EUR 34,440,318

31/01/2014

EUR 1 EUR 46.78

107,685 34,548,003 EUR 34,548,003

31/01/2015

EUR 1 EUR 54.89

14,601 34,562,604 EUR 34,562,604

31/01/2016

EUR 1 EUR 50.00

308 34,562,912 EUR 34,562,912

There were no changes in Neopost S.A.’s share capital between 1 February 2016 and 31 January 2019.

Breakdown of share capital and voting rights

Total number of voting rights and shareholders

A new resolution will be submitted to the approval of the mixed General Meeting on 28 June 2019 in order to disclose any ownership change from 0.5% threshold and then, every additional move up or down by 0.5%. Neopost group is controlled neither directly nor indirectly. There is no agreement which might lead to a change of control. Treasury shares The number of treasury shares at the end of January 2019 was 160,491 of which 152,142 held within the framework of the liquidity contract and 8,349 acquired to fulfill the obligations relating to the stock-option and free share plans awarded to employees or corporate officers. In 2005, Neopost signed a liquidity contract with Exane BNP Paribas worth a total value of 8 million euros. At 31 January 2019, the Group owned 152,142 shares within the framework of this liquidity contract, with a book value of 4.2 million euros.

At 31 January 2019, the Company’s share capital comprised 34,562,912 shares, each carrying one voting right. There is no shareholder pact or agreement. Given the large free float, the high proportion of capital owned by foreign entities and the high trading volumes, the Company does not know the exact number of shareholders. To the Company’s knowledge, no shareholder owns more than 3% of its capital other than those mentioned in chapter 3 of this registration document. In addition to the ownership disclosure requirements as defined under articles L. 233-7 to L. 233-14 of the French commercial code, Neopost S.A. requires all shareholders whose ownership rises above 3%, and every subsequent 1% increment, to disclose any increase or decrease in their interest. This requirement was introduced by the Annual General Meeting of 5 October 1998. Failure to comply with ownership disclosure requirements will lead to the forfeiture of voting rights for a two-year period starting from the date on which disclosure is finally made.

Changes in shareholder structure

Please refer to the section “Shareholder structure” in chapter 3 “Management report” of this registration document.

213

REGISTRATION DOCUMENT 2018 / NEOPOST