NEOPOST - 2018 Registration document

6

Financial statements

Neopost S.A. statements of financial position

REMUNERATION OF THE CHAIRMAN The functions of Chairman & Chief Executive Officer have been separated as from the 2018 fiscal year, Denis Thiery has been appointed Chairman of the Board of directors, and Geoffrey Godet has been appointed Chief Executive Officer. 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. Between 1 February 2018 and 30 June 2018, he has held the salaried position of “International Coordinator”, a level IIIC senior executive under the collective labor agreement for French metal industries. He has assisted the Chief Executive Officer with the Group's international development within the framework of its current transformation. He has held this position until 30 June 2018, when he retired. 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 and seq. of the French commercial code. 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. The remuneration of the chairman consists of Directors' fees, a fixed annual compensation for his social mandate, performance shares and benefits in kind. Directors’ fees paid to Denis Thiery relate to his appointment at Neopost S.A. With respect to pensions, Denis Thiery and other group executives have a defined contribution pension plan (article 83 of the French general tax code), into which is paid a total of 5% of their remuneration, within the limit of five times the maximum amount as determined by Social Security and a defined benefit pension scheme (article 39 of the French general tax code) with an annuity obligation of 1.1% of pay per year of service, for a minimum of eight years and a maximum of twenty years. This annuity is paid after the deduction of the annuities paid within the usual defined contribution plans. There will be no new beneficiaries for pension plans article 39 of the French tax code. Before the age of 67 years, the benefit is subject to reduction proportional to the number of remaining years. The amount of these obligations at the end of January 2019 is 2.0 million euros versus 9.1 million euros as at 31 January 2018 and concerns members of the management team. This evolution is linked to the retirement of Denis Thiery and some executive who do not beneficiate anymore from this article 39 pension scheme. Cumulative payments stand at 0.1 million euros as at 31 January 2019. The pension amount as at 30 June 2018 linked to the current supplementary pension schemes is 280,505 euros for Denis

Thiery. In order to benefit from this pension, Denis Thiery ceased his professional career when he was part of Neopost S.A.'s staff at that date of retirement, liquidated his retirement pensions in the French Social Security system and complementary pension schemes. As of 31 January 2019, no loans or guarantees have been granted to any manager. REMUNERATION OF THE CHIEF EXECUTIVE OFFICER The Chief Executive Officer’s remuneration is partly fixed and partly variable. Variable remuneration is based on the Group’s performance in terms of sales, operating margin and capital employed for 80% of the target bonus, along with specific objectives on individual performance for 20%. Variable remuneration shown in the column amounts paid of this table is the amount paid in the current year but relative to the previous year. The variable remuneration paid to the Chief Executive Officer is equal to 100% of his fixed remuneration when all objectives are achieved, and to 150% maximum in case of overachievement. With regard to the financial year ended on 31 January 2019, the Chief Executive Officer has achieved his objectives at a level of 117,1%. Therefore, his variable remuneration excluding director's fees is set at 597 312 euros paid by Neopost S.A. and 131 174 United States dollars paid by Mailroom Holding Inc. after the approval by the annual general meeting of 28 June 2019. Directors’ fees paid to Geoffrey Godet relate to his appointment at Neopost S.A. With respect to pensions, the Chief Executive Officer and other group executives have a defined contribution pension plan (article 83 of the French general tax code), into which is paid a total of 5% of their remuneration, within the limit of five times the maximum amount as determined by Social Security. In order to benefit from this pension, the Chief Executive Officer has to liquidate his retirement pensions in the French Social Security system and complementary pension schemes. After the approval by the annual general meeting of 28 June 2019, Geoffrey Godet will benefit from a supplementary pension scheme, paid annually via an allowance. This allowance would be equal to 15% of his target fixed and variable compensation at 100% achievement rate. Its payment would be subject to the achievement of objectives identical to those of the bonus. The percentage of bonus achievement would apply to this bonus and would be capped at 100%. As of 31 January 2019, no loans or guarantees have been granted to any manager.

203

REGISTRATION DOCUMENT 2018 / NEOPOST