NEOPOST - 2018 Registration document

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Corporate governance report

Board of directors

Work of the Board of directors

In the year ended 31 January 2019, the ten members of the Board of directors met nine times with a global attendance rate of 95%. On average, the meetings lasted four hours.

Directors’ participation at Board meetings in the financial year 2018:

Attendance rate

Number of meetings

Denis Thiery

100%

9/9

Geoffrey Godet

100%

9/9

Martha Bejar

100%

1/1

Hélène Boulet-Supau

100%

9/9

Éric Courteille

100%

9/9

Virginie Fauvel

100%

9/9

William Hoover Jr (a)

78%

7/9

Vincent Mercier

100%

9/9

Catherine Pourre

100%

3/3

Richard Troksa

100%

9/9

Nathalie Wright (a)

78%

7/9

These directors had long standing commitments notably with other directorships. (a)

The main themes discussed at Board meetings in 2018 were as follows:

Review of the acquisitions and projects underway • Definition of the Group's new strategy • Financial communication •

Group strategy

Board assessment by an external consultancy • Co-optation of Martha Bejar as director • Review of the Board members' independency under the definition provided in the by-laws • Approval of the management report and the draft resolutions submitted to the combined Ordinary and • Extraordinary General Meeting Results of the work conducted by the audit committee concerning audits and evaluation of the internal • control system in the Group Approval of the Chairman’s report on the work of the Board and internal control and risk management • procedures Highlights, presentation and analysis of 2017 financial year results • Budget and outlook for 2018 financial year • Forecasts and quarterly results • Approval of the annual and interim consolidated financial statements for the Neopost group • Approval of the annual and interim individual financial statements for Neopost S.A. • Cash and debt positions, dividends, launch and monitoring of share buyback programs • Refinancing operations • Results of the remuneration committee’s work • Fixed and variable remuneration paid to the Chairman and to the Chief Executive Officer • Performance of free share allocation programs • New allocation of directors’ fees for 2018 • Plan for allocating free performance shares • • Succession plan for the members of the management team, with the search for profiles and interview • of the candidates Replacing outgoing directors

Corporate Governance

Internal control

Group finances

Remuneration

Appointments

Once finalized, all documents relating to a Board meeting’s agenda are forwarded at the earliest opportunity to the directors by management several days before the meeting. The elements can be accessed by all Board members via the

Internet platform that enables them to examine documents prior to meetings, as well as information such as the articles of association and the Board’s by-laws. This platform also provides access to the documents of the various committees.

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REGISTRATION DOCUMENT 2018 / NEOPOST