NEOPOST - 2018 Registration document

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Corporate governance report

Board of directors

Chairman of the Board

Denis Thiery

Denis Thiery is 63 years old and a French citizen. He has been Chairman of the Board since 1 February 2018. Having graduated from HEC, he began his career as an Auditor with Coopers & Lybrand in France and in the USA. From 1984 to 1991, he held a number of positions at Wang France, before becoming financial director in 1989. From 1991 to 1997, he

Denis Thiery was appointed as a director by the Annual General Meeting of 10 July 2007. His mandate was renewed at the Annual General Meeting of 1 July 2016 for a new three-year term, i.e. until the Annual General Meeting of 2019. The Board of Directors of Neopost, meeting on April 26, 2019, took note of the decision of Denis Thiery not to request the renewal of his mandate as director (1) .

Other mandates in the Group: none.

was financial director, and then Chief Executive of Moorings, the world leader in yacht chartering, based in the United States. Denis Thiery joined the Neopost group in 1998 as Group financial director and became Chief Executive Officer and then Chairman & Chief Executive Officer on 12 January 2010 until 31 January 2018. From 1 February 2018, the functions of Chairman and Chief Executive have been separated. Geoffrey Godet was appointed Chief Executive Officer following the Board decision of 12 January 2018. The functions of Denis Thiery as Chairman of the Board was then renewed.

Other mandates outside the Group: none.

Other mandates over the past five years (except those already listed above): director of Neopost Ltd, of Neopost Shipping S.A. and of Mailroom Holding Inc. within Neopost Group and until the end of his functions as a Chief Executive Officer. Denis Thiery and his affiliated parties hold 148,312 Neopost shares.

Chief Executive Officer

Geoffrey Godet

Appointed Chief Executive Officer of Neopost as of 1 February 2018, Geoffrey

digitization division and managing director of Jouve Aviation

Solutions. Geoffrey Godet was appointed director of Neopost Godet, 41, is a dual French and American S.A. at the General Meeting of 29 juin 2018 for a three-year citizen and a graduate of HEC. He has term, namely until the 2021 General Meeting.

spent his entire career with the Flatirons Jouve Group, a leader in digital solutions for banking, insurance, healthcare, manufacturing, aeronautics, publishing, media and education. The Flatirons Jouve

Other mandates in the Group: director of Mailroom Holding Inc.

Other mandates outside the Group: none.

Group is present in the United States, France, the United Kingdom, Germany, the Nordic countries, China and India. Since 2004, Geoffrey had been Chief Executive Officer of Flatirons Solutions, based in California, and most recently was Chairman and Chief Executive Officer of Jouve, based in Paris. Prior to that, he was successively marketing and communications director, Head of the cultural heritage

Other mandates over the past five years (except those already listed above): President & Chief Executive Officer of Jouve, Chief Executive Officer of Flatirons Solutions Inc.

Geoffrey Godet holds 20,000 Neopost shares.

Members of the Board

The members of the Board of directors are proposed by the Board, on the advice of the remuneration and appointments committee, and appointed by the Ordinary General Meeting. The General Meeting may revoke their appointments at any time. Regular renewal of Members (the Board has been getting younger, with the average age decreasing from 60.9 in 2016 to 55.5 in 2018), compliance with Law no. 2011-103 of 27 January 2011 on an equal representation of men and women, openness of the Board to diversity are the Board's governance guidelines. Accordingly, 40% of the directors are of foreign nationality. The remuneration and appointments

committee is in charge of establishing the terms of succession plans. In addition, in compliance with the undertakings of 2016, on 12 January 2018, the Board decided to implement a separation of the functions of Chairman of the Board and Chief Executive Officer of the Group. This separation of powers took effect on 1 February 2018. The number of directors aged over 70 must not exceed one third of all directors during the period. The age limit for the Chairman is 65. The director representing employees was appointed in the Neopost France subsidiary. The term of each director’s mandate is limited to three years.

Please see press release available at the following address: https://www.neopost-group.com/en. (1)

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REGISTRATION DOCUMENT 2018 / NEOPOST