NEOPOST - 2018 Registration document

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Corporate governance report

Remuneration of managers and directors

The total remuneration and benefits in kind paid ad due by Neopost SA and the companies that it controls during fiscal 2018 ended on 31 january 2019, to Geoffrey Godet, Chief Executive Officer, is broken down as follows :

Overview of the components of the remuneration of Geoffrey Godet, Chief Executive Officer

Paid or due as of 31 January 2019

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

603.3

Annual variable remuneration (b)

paid: 0.0 – due: 603.3

Multi-annual variable remuneration

None

Director’s fees (c)

15.0

Benefits in kind (social security for business directors)

12.5

Exceptional remuneration

None

Compensation linked to taking up roles or termination

250.0

Valuation of performance shares awarded during the financial year 369.3 The fixed remuneration is divided in two parts : 510,000 euros paid in France and 112,000 United States dollars paid in the United States. The (a) exchange rate used is the budget rate, i.e. 1.20. 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. Prorata temporis. (c)

The quantitative criteria for Chief Executive Officer's variable remuneration for 2018 were as follows:

Weight

Criteria Threshold (0.0%)

Target (100%) Maximum (150%)

40%

Sales

1 023.2

1 077.0

1 109.3

40%

EBIT

17.1%

18.4%

19.2%

20%

Capital employed

(29.3)

(32.5)

(35.8)

The achievements are as follows:

Weight

Criteria

Performance*

Bonus

40%

Sales

1 083.2

110%

40%

EBIT

18.7%

119%

20%

Capital employed

(64.9)

150%

TOTAL 121.4% Performance measured taking into account exchange rates applied when defining the criteria and adjusted by the scope effects, excluding * innovation effort expense.

In addition, the remuneration and appointments committee estimated that each individual (qualitative) performance objective was achieved to a level of 100.0% when the maximum stood at 150%. Overall, Geoffrey Godet's performance stands at 117,12% and his annual variable

remuneration for 2018 amounts to 597,312 euros and 131,174 United States dollars subject to the approval of the

General Assembly as at 28 June 2019.

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REGISTRATION DOCUMENT 2018 / NEOPOST