NEOPOST - 2018 Registration document

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Corporate governance report

Board of directors

Lead director

liaising between the Chairman and other members of the • Board; taking part in a periodic assessment of the Board’s work, • particularly through holding work meetings between independent directors; taking part in committee work where necessary; • providing guidance and recommendations to the Board in • the case of conflicts or potential conflicts of interest, with a director; making him/herself available, working with the Chairman of • the Board to discuss governance questions with the shareholders. In accordance with the recommendations of the Afep-Medef code, the Board updated its by-laws on 29 March 2016 with a precise definition of the lead director’s missions, resources and prerogatives. Following the Board meeting of 26 April 2019 and subject to the decision of the next General Meeting of Shareholders, the position of Lead Director would end on 31 January 2020 (1) .

According to AMF's (French Financial Markets regulator) recommendations, Neopost decided to appoint Vincent Mercier as lead director in 2016 from among the independent directors. His role is to ensure governance bodies are run correctly and efficiently, that there are no conflicts of interest and that the concerns of shareholders with respect to governance are taken into account. The lead director’s missions and responsibilities notably include the following: participating in the preparation of the Board’s meetings • where necessary; • circumstances with a specific agenda and on his or her own initiative, suggesting linking up work sessions between independent directors; chairing all Board meetings where the Chairman of the • Board is absent, including work sessions between independent directors; ensuring the Board’s by-laws are applied at Board • meetings; requesting Board meetings under exceptional

Vincent Mercier

Vincent Mercier is 69 years old and a French citizen. He is a civil engineering graduate from the École des Mi nes and has a Masters in economic science, as well as an MBA from Cornell University (United States). Until 2014, he was Chair of the Supervisory Board of Roland Berger Strategy Consultants, where he served as director for France and China

the General Meeting of 1 July 2018 for a three-year term, namely until the 2021 General Meeting.

Other mandates in the Group: none.

Other mandates outside of the Group: director of Sucden, FM Logistic, Altavia Europe and ADIE. Other mandates over the past five years (except those already listed above): Chair of the Supervisory Board of Roland Berger Strategy Consultants until July 2014.

until 2010.

Vincent Mercier was appointed director of Neopost S.A. at the General Meeting of 7 July 2009. His mandate was renewed at

Vincent Mercier holds 1,900 Neopost shares.

Directors

Martha Bejar

24 September 2018. Her mandate will extend through the remaining term of her predecessor, i.e. until the Annual General Meeting of 2019, and will then be submitted to renewal.

Martha Bejar is 57 years old and an American citizen, an expert in software technology with a her deep knowledge of the American market. She has held the position of Chief Executive Officer in several IT infrastructure management and network services companies.

Other mandates in the Group: none.

Other mandates outside of the Group: director and Chief Executive Officer of Red Bison Advisory Group. Other mandates over the past five years (except those already listed above): Chief Executive Officer of Flow Mobile.

Martha is the recipient of numerous industry awards including "2017 Inspiring Women" of Washington State and was ranked top fifty Hispanic women in the United States by Hispanic Inc. Business Magazine. The Board of directors coopted Martha Bejar on 11 January 2019, in replacement of Catherine Pourre who resigned on

Martha Bejar holds 200 Neopost shares.

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

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REGISTRATION DOCUMENT 2018 / NEOPOST