NEOPOST - 2018 Registration document

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Corporate governance report

Remuneration of managers and directors

Number of options granted/warranted to or share purshased by the top ten non-corporate officer employees Since 2012, there has been no subscription or stock purchase plan. As regards previous or ongoing plans, no options have been exercised by the top ten employees (non-corporate officers).

Stock subscriptions or stock purchase options The following plans have been approved:

Date of Annual General Meeting

Number of options to be allocated Duration of authorization

9 February 2000

1,200,000

5 years

9 July 2003 (a)

900,000

38 months

5 July 2006

960,000

38 months

7 July 2009 38 months Of which 33,300 were allocated for stock purchase in accordance with the authorizations of the Annual General Meetings of 9 July 2003 and (a) 6 July 2005. 960,000

These stock subscription or stock purchase options are attributed to the management committee and employees showing the best potential.

The details of these subscription plans are provided in table # 8 of the Afep-Medef code in this section.

Performance shares

Date of Annual General Meeting

Number of allocated shares Duration of authorization

5 July 2006

320,000

38 months

6 July 2010

400,000

26 months

4 July 2012

300,000

26 months

1 July 2015

360,000

26 months

1 July 2016

400,000

26 months

30 June 2017

400,000

26 months

The awards granted are listed in table #9 of the Afep-Medef recommendations in this section.

Employee savings plan A Group company savings plan (PEE) was introduced by Neopost S.A. in September 1998. Employees of Neopost S.A. or French companies related to it as defined in article L. 225-180 of the French commercial code, are eligible to join the Neopost company savings plan, subject to a minimum of six months of service in the Company. A collective pension saving scheme (PERCO) was introduced in Neopost S.A. and in the French companies of the Group, open to employees that have a minimum of three months of service in the Company. A collective employee shareholding plan (FCPE) was created and approved by the Securities and Stock Exchange Commission, since renamed AMF, on 19 January

1999. This plan was created to manage the amounts received under the Neopost group company savings plan. The Neopost group FCPE mainly invests the amounts received in Neopost S.A. shares and the investments are frozen for a period of five years, except in legally-allowed cases of early release. The Neopost S.A. Annual General Meeting of 29 June 2018 granted the Board of directors the powers required to issue, in one or more installments and over a 26-month period, shares reserved for employees benefitting from the Neopost group company savings plan, subject to a nominal limit of 600,000 euros.

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REGISTRATION DOCUMENT 2018 / NEOPOST