NEOPOST - 2018 Registration document

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Corporate governance report

Board of directors

None of the directors considered to be independent have any direct or indirect business links with the Company, with the exception of Éric Courteille who was appointed as of June 2014 Chief Executive Officer of La Redoute. The latter has business links with Packcity France and Temando France, Neopost subsidiaries, and during the 2018 financial year, the amount of transactions invoiced to La Redoute and to its subsidiaries totaled 334,000 euros. Since June 2014, this business relationship has continued for similar amounts and in no way constitutes economic dependence or even a preponderance in the sector. Hence, this business link was considered non-material and does not compromise Éric Courteille’s independence. There are no family ties between the directors. None of the directors on the Board on 31 January 2019 have been found guilty of fraud, placed in receivership or been declared

bankrupt, incurred any official public penalty and/or sanction, or been prevented from acting or operating in the management or conduct of business, over the past five years. No directors have been involved in liquidation proceedings when they were a member of a Board of directors, a management body or Supervisory Board over the past five years. There are no potential conflicts of interest for the corporate officers and directors between their duties to Neopost and other interests or duties to which they may be bound. No arrangements or agreements have been made with the principal shareholders, customers, suppliers or other parties, by virtue of which any of the corporate officers has been selected as a member of an administrative, management or supervisory body or as a member of the general management.

Gender equality and diversity on the Board

Indicator

2018

2017

Non-French national directors

4*

2

% non-French nationality

40%*

22%

Number of women

4

4

% women

40%

44%

* Geoffrey Godet has dual French and American nationality

The majority of Board members have extensive international experience. 40% have non-French nationality. Four of the ten Board members are women, bringing their current representation to 40% on 31 January 2019. Each director contributes to the Board’s diversity through their career path, their age and their nationality. Their range of different experience and expertise contribute to the Board diversity. When taking up office and to facilitate a smooth transition as a Board member, all new directors receive the documentation required to perform their duties. These include the Company’s articles of association, the by-laws of the Board and its committees, the stock market code of ethics (to be signed) together with the annual calendar of authorization periods to trade on Neopost’s securities, the annual schedule of Board Training and induction of new directors

and committee meetings, the date of the Annual General Meeting and the most recent registration document. In addition, each new director meets with the Group’s senior managers to gain a deeper knowledge of the Company, its businesses and markets. Each year, the directors attend at least a special Board meeting on strategy. During this special “strategy session”, management presents a number of topics for discussion concerning future strategy, the general activities of the various departments, new products (especially those that constitute a change of strategy for the Group) and new acquisitions. The year 2018 was particularly rich with the "Back to Growth" plan and the stting of the strategy and corporate responsibility committee. Additionally, each new director is registered with the French Institute of Directors (IFA).

All directors receive the press releases issued by the Group.

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REGISTRATION DOCUMENT 2018 / NEOPOST