NEOPOST - 2018 Registration document

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Corporate governance report

Remuneration of managers and directors

TABLE # 10 AFEP-MEDEF CODE The table #10 describes the multi-annual variable remuneration. It is not shown here because this method of remuneration is not used by Neopost.

TABLE # 11 AFEP-MEDEF CODE

Compensation or benefits due or likely to be due in case of termination or change in function

Non-compete clause compensation

Employment contract

Supplementary Pension plan

Executive manager (as at 31 January 2019)

Denis Thiery

No

No

No

No

Start date of the mandate: 12 January 2010 End date of the mandate: General Meeting called to approve the financial statements as at 31 January 2019 Geoffrey Godet Start date of the mandate: 1 February 2018 End date of the mandate: General Meeting called to approve the financial statements as at 31 January 2021

No

Yes

Yes

No

On the recommendation of the remuneration and appointments committee, the Board of Directors, in accordance with the resolutions of the General Meeting of 29 June 2018, decided the principle to grant the Chief Executive Officer a supplementary pension scheme. It is based on payments made in cash which will represent 15% of his theoretical fixed and variable annual remuneration with objectives 100% achieved, that will enable him to constitute his supplementary pension directly, year after year. Geoffrey Godet will allocate these additional payments, net of social security contributions and taxes, to investment vehicles dedicated to financing his supplementary pension scheme.

These payments will be subject to performance objectives that will be the same as those related to his variable annual compensation. The percentage of achievement relating to the Chief Executive Officer's variable annual compensation will therefore apply to these payments but will be capped at 100% of the objectives achieved. On the recommendation of the remuneration and appointments committee, the Board of Directors, which determined the variable compensation of the Chief Executive Officer based on performance for 2018, approved the payment of 153,000 euros payable in France and 33,600 United States dollars payable in the United States, linked to this supplementary pension scheme, for financial year 2018. comprehensiveness, balance, comparability, coherence, transparency and measure, as well as taking market practice into account. The remuneration policy for the Chairman is therefore established on the basis of his duties, his experience, years of service and performance, as well as market practice. The remuneration of the Chairman consists of directors’ fees, a fixed annual compensation for his social mandate and benefits in kind. The Board of directors may decide to pay the Chairman of the Board director attendance fees. The principle is to award a fixed amount. The Chairman should receive 30,000 euros maximum in director’s fees in 2019 for the corporate position he holds in Neopost S.A. This amount is unchanged from the previous year. Fixed annual remuneration is set by the Board of directors following a recommendation from the remuneration and appointments committee applying the principles of the Afep-Medef code. The fixed remuneration of the Chairman has been established in relation to the scope of the position and practice observed in French and international groups where 2° Fixed annual remuneration 1° Directors fees

The Chairman – 2019 Remuneration

As the functions of Chairman & Chief Executive Officer have been separated as from the 2018 financial year, the remuneration aspects of this report concern two corporate officers: the Chairman of the Board, and the Chief Executive Officer. Pursuant to article L. 225-37-2 of the French commercial code, as introduced by the law on transparency, the fight against corruption and the modernization of the economy, known as the Sapin II law, this report sets out the principles and criteria for establishing, distributing and awarding the fixed, variable and exceptional components comprising the total remuneration and fringe benefits awarded to the Chairman of the Board, on account of his corporate appointment, which shall be the subject of a resolution put to the vote at the General Shareholder Meeting of 28 June 2019. Should the General Shareholder Meeting of 28 June 2019 not approve this resolution, the remuneration shall be set in accordance with existing practice within the Company. At Neopost, corporate director remuneration policy is established by the Board of directors following a proposal from 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

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REGISTRATION DOCUMENT 2018 / NEOPOST