NEOPOST - 2018 Registration document

2

Corporate governance report

Remuneration of managers and directors

The Chairman & the Chief Executive Officer – 2018 Remuneration

The total remuneration and benefits in kind paid by Neopost S.A. and the companies it controls to Denis Thiery, Chairman, and to Geoffrey Godet, Chief Executive Officer, during fiscal 2018, were awarded on the basis of the resolution voted by the General Meeting on 29 June 2018 which approved the principles and criteria for calculating and determining the various elements of this remuneration. The remuneration policy of the executive directors are determined by the Board of directors upon proposal of the remuneration and appointments committee.

The Board of directors and the remuneration and appointments committee refer in particular to the recommendations of the Afep-Medef code when establishing the remuneration and benefits awarded to its executive director. In accordance with these recommendations, they ensure this remuneration policy complies with principles of comprehensiveness, balance, comparability, coherence, transparency and measure, as well as taking market practice into account. Due to the time spent in the United States linked to the importance of this country for Neopost, remunerations of Denis Thiery and Geoffrey Godet are partly paid in United States dollars by the subsidiary company Mailroom Holding Inc.

The total remuneration and benefits in kind paid and due by Neopost S.A. and the companies that it controls during financial 2018 ended on 31 January 2019, to Denis Thiery is broken down as follows:

Overview of the components of the remuneration of Denis Thiery, Chairman

Paid or due as of 31 January 2019

(ln thousands of euros) Annual fixed remuneration (a)

70.0

Annual variable remuneration (b)

paid: 598.3 - due: 0.0

Multi-annual variable remuneration

None

Director’s fees

30.0

Benefits in kind (company car, unemployment insurance for business directors)

17.9

Exceptional remuneration

None

Compensation linked to taking up roles or termination

None

Valuation of performance shares awarded during the financial year

0.0

The fixed remuneration is 120,000 euros gross, on an annual basis, paid prorata temporis. (a) The annual variable remuneration “due” corresponds to the bonus provisioned in Neopost S.A. and Mailroom Holding Inc. financial statement (b) at the end of the financial year while the annual variable remuneration “paid” corresponds to the bonus paid relative to the previous year.

For information - Overview of the components of the remuneration of Denis Thiery, with regard to his employment contract of International coordinator (until 30 June 2018)

Paid or due as of 31 January 2019

(ln thousands of euros) Annual fixed remuneration (a)

276.3

Annual variable remuneration (b)

paid: 55.2 - due: 221.1

Multi-annual variable remuneration

None

Director’s fees

0.0

Benefits in kind (company car, unemployment insurance for business directors)

0.0

Exceptional remuneration

None

Compensation linked to taking up roles or termination (c)

249.4

Valuation of performance shares awarded during the financial year 0.0 The fixed remuneration is divided in two parts: 530,400 euros paid prorata temporis in France and 172,380 United States dollars paid prorata (a) temporis in the United States. The exchange rate EUR/USD used is 1.30. The annual variable remuneration “due” corresponds to the bonus provisioned (quantitative objectives) in the financial statement of Neopost (b) S.A. and Mailroom Holding Inc. at the end of the financial year while the annual variable remuneration “paid” corresponds to the individual part (qualitative objectives) of the bonus, which performance has been assessed at 100%. The collective part (quantitative objectives) is due in 2019, after accounts closing. Retirement indemnities related to his employment contract in application of the collective agreement, paid to Denis Thiery, who exercised his (c) retirement rights. This indemnity represents an amount representing 3 months of his average compensation (fixed and variable) over the last 12 months, taking into account the variable compensation paid for the 2017 financial year.

38

REGISTRATION DOCUMENT 2018 / NEOPOST