NEOPOST - 2018 Registration document

2

Corporate governance report

Remuneration of managers and directors

The final acquisition of the free shares allocated is subject to conditions of presence and performance recorded by the Board of directors at the end of a period of three years after the date of allocation. The delivery of free shares is subject to the existence of a corporate appointment or employment contract with the Group. Subsequently, no delivery can take place after the termination of directorship and a potential employment contract, unless otherwise decided by the Board of Directors acting on the recommendation of the remuneration and appointments committee and in accordance with the regulations governing free share plans. The Chief Executive Officer may be granted for 40,000 performance share during 2019 financial year. It is hereby specified that these free shares cannot be sold until the end of Geoffrey Godet’s corporate appointments, applying to up to 50% of number of acquired free shares and this, until he holds a quantity of 50,000 acquired free shares, which he shall then be bound to keep until the termination of said corporate appointments. 5° The commitments specified in the first and sixth paragraphs of article L. 225-42-1 The Chief Executive Officer will benefit from the same supplementary pension scheme as the salaried executive committee members of Neopost S.A. The Chief Executive Officer’s supplementary pension scheme comprises a defined-contribution scheme (article 83 of the French general tax code) into which is paid a total of 5% of his remuneration, capped at 5 times the Social Security ceiling. In order to qualify for this anuity, the Chief Executive Officer must liquidate his pension entitlements from both the French Social Security pension scheme and supplementary schemes. Also, the Chief Executive Officer would receive an additional annual payment equal to 15% of the total annual compensation of the year (fixed and bonus at 100% of achieved objectives) in order to enable him to constitute himself his own supplementary pension year after year. These payments would be subject to performance objectives that will be the same as those relating to his annual variable compensation. The percentage of achievement relating to the Chief Executive Officer's variable annual compensation would therefore apply to these payments but would be capped at 100% of the objectives achieved. Geoffrey Godet will allocate these additional payments, net of social security and taxes, to invest in dedicated vehicles to finance his supplementary pension scheme. In the event of dismissal (except for gross negligence as defined by French labor laws) during the first two years of his appointment to these duties, the Chief Executive Officer will receive compensation, for which the gross amount will depend on the extent of achieving annual performance objectives, which shall be set by the Board of directors following recommendations from the remuneration and appointments committee. COMPENSATION FOR TERMINATION OF DUTIES SUPPLEMENTARY PENSION SCHEME

For the second year of his mandate, performance objectives are the following : the implementation of the new strategy with significant • developments for the 4 strategic pillars ; Record 2019 results for the Group that are above 95% of • the 2019 revenue target and 93% of the 2019 EBIT target, as mentioned in the Group's 2019 quantitative criteria for his annual variable compensation In the event of reaching these objectives in accordance with the criteria set out and confirmed by the Board of directors, the gross amount of this compensation shall be equal to six months of remuneration on the basis of his fixed and variable annual remuneration for achieved objectives. In accordance with current market practices, particularly within SBF120 companies, the compensation for termination of duties of the Chief Executive Officer would be extended from 1 February 2020 until the General Meeting called to vote on the financial statements for the financial year ended 31 january 2021, at the end of which Geoffrey Godet's mandate expires. The conditions of this indemnity for this additional period would be as follows : in the event of dismissal (except for gross negligence or serious misconduct within the meaning of French labour law), the gross amount of this indemnity would amount to six months' remuneration based on his fixed and variable annual remuneration at 100% of the objectives achieved, if the average variable remuneration received during the last three financial years corresponds to, at least, 50% of his variable annual remuneration at 100% of the objectives achieved, with the criteria set out and confirmed by the Board of directors. Throughout this period, this compensation is subject to approval by the General Meeting in accordance with applicable legal rules. This commitment would continue under these terms and conditions subject to the approval of the General Meeting. The Chief Executive Officer benefits from the current life and disability insurance and supplementary health-insurance schemes, unemployment insurance for company directors, a company car, assistance with filing his annual French and United States tax declarations and reimbursement of reasonable business expenses incurred for performing his duties on presentation of appropriate receipts, in accordance with Company policy. The Chief Executive Officer does not receive any other remuneration for his corporate appointment. He does not therefore receive any multi-annual variable remuneration, exceptional remuneration or any allocation of options to subscribe to or purchase shares. The Chief Executive Officer has not signed a non-compete clause, but must give a notice period of six months in the event of resignation. These items of remuneration will be subject to a resolution submitted by the Board of directors to the General Shareholder Meeting. The resolution will be worded as follows: “Having read the corporate governance report provided for in article L. 225-37 of the French commercial code and in accordance with article L. 225-37-2 of the French commercial code, the General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, approves the principles and criteria for determining, allocating and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of any kind presented in the aforementioned report and attributable, by reason of its corporate mandate, to Mr Geoffrey Godet, Chief Executive Officer.” 6° Benefits in kind

46

REGISTRATION DOCUMENT 2018 / NEOPOST