NEOPOST - 2018 Registration document

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Corporate governance report

Board of directors

The by-laws set out the rights and obligations of directors, particularly as regards attendance, confidentiality of information, directors’ information rights and restrictions in Neopost shares' trading. Rules on managing conflicts of interest are set out in the by-laws of the Board and committees: “Article 5 – Independence and conflict of interest: directors shall strive to avoid any conflict that may exist between their moral and material interests and those of the Company. They shall notify the Board of any conflict of interest in which they may be involved. In cases where they cannot avoid being in a situation of conflict of interest, they shall refrain from participating in the debates and any decisions with respect to the issues concerned.” In addition, all directors must file an annual declaration with Neopost confirming the absence of any conflict of interest and that they have not been found guilty of fraud, placed in receivership or been declared bankrupt. The by-laws specify that a minimum of four Board meetings are to be held per financial year and that each director must hold Neopost shares worth at least one year of director’s fees. They also set out the rules for transcribing the minutes of meetings. The full text of the by-laws is available on the Neopost group website: https://www.neopost-group.com/. Assessment of the Board The issue of its composition is regularly discussed by the Board. In compliance with the by-laws, the Board is assessed at least once a year at the initiative of the lead director. This self-assessment notably includes the composition of the Board, method of remuneration, new mandates and the staggering of mandates. An outside firm, overseen by the remuneration and appointments committee conducted a formal assessment of the Board in the 2018/2019 financial year to check compliance with the principle of the Board’s work and to identify potential operating improvements and efficiencies. It conducted individual interviews with each director as part of the assessment, based on a detailed questionnaire. The Board conducts this type of assessment every three years. The conclusions of this assessment were reviewed by the Board at the session held on 25 March 2019 and were generally satisfactory. It stresses the balanced composition of the Board members in term of expertises. The main avenues for planned improvement concern: a search for a better definition of roles and responsibilities • between the Chairman and the Chief Executive Officer during the organization and management of Board meetings, ideas to be put forward on the procedure of Board meetings • to create more time for discussion and feedback from the committees about their work, ideas to be put forward on an externalization of Board • meetings or strategyc sessions, in particular in the United

States, to better monitor the Group's strategic transformation.

Ethics Charter Following the initiatives for good corporate governance practices undertaken in the last few years, the directors’ charter was approved on 28 March 2011. It gives all directors free rein to put their skills into practice and make an effective contribution, while adhering to the rules of independence, ethics and integrity, as is expected of them. The eight articles of the directors’ charter set out a number of principles: Article 1 – Administration and corporate interest; • Article 2 – Compliance with laws and the articles of association; • Article 3 – Exercise of office: guiding principles; • Article 4 – Independence and duty of expression; • Article 5 – Independence and conflict of interests; • Article 6 – Integrity, loyalty and duty of discretion; • Article 7 – Professionalism and involvement; • Article 8 – Professionalism and efficiency. • Neopost has also drawn up an Ethics code designed to help employees and stakeholders by providing a framework for business decisions and activity. It includes its own references in terms of requirements and practice, as well as providing useful tools and resources for all Group employees. In addition, various internal whistleblowing systems have been implemented in the United States to detect, punish and prevent repetition of conduct or situations that are contrary to the ethical approach of the Neopost group. Stock market Code of ethics In terms of stock market ethics, the by-laws define the rights and commitments of Company directors with a particular emphasis on respecting the confidentiality of information received and restrictions on trading in Neopost shares. The stock market ethics codes for “permanent insiders” and “informed employees and occasional insiders” were reviewed to take European reforms into account, in particular Eureopean regulation 596/2014 on market abuse and the law of 21 June 2016 on reforming the repression system for market abuse. These stock market ethics codes set out the rules for corporate officers, informed employees and occasional insiders, and include: a summary of the existing laws and regulations in the field • of stock market ethics together with the corresponding administrative and/or criminal penalties; a definition of the key concepts (insider information, • informed employees, etc.);

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REGISTRATION DOCUMENT 2018 / NEOPOST