NEOPOST - 2018 Registration document

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Corporate governance report

Regulated agreements

Regulated agreements

Denis Thiery, Chairman

Pursuant to article R.225-30 of the French commercial code, the following commitments approved for previous fiscal periods, continued for period ending on 31 January 2019 : COLLECTIVE PENSION SCHEME A defined-contribution pension scheme (article 83 of the French general tax code) with a contribution of 5% of annual remuneration, capped at 5 times the Social Security annual ceiling. For the defined-benefit pension scheme (article 39 of the French general tax code): the legal age of retirement is 67; • the annuity commitment is 1.1% of the annual • remuneration per full year of service, capped at 22% (with this annuity being paid after deduction of annuities paid under defined-contribution schemes in force); the reference remuneration is the average of the gross • salaries of the last best calendar years preceding the end of activity; the number of years of service taken into account is a • minimum of eight and a maximum of twenty. Following the termination of his corporate appointment as Chief Executive Officer, the suspended employment contract of Denis Thiery, signed with Neopost S.A. when he joined the Neopost group on 1 October 1988, has been reactivated. Subsequent to a Board decision of 12 January 2018, an amendment to Denis Thiery's employment contract has been drawn up and signed under which he will hold a salaried EMPLOYMENT CONTRACT Pursuant to article L. 225-38 of the French commercial code (by reference to article L. 225-42-1 of the commercial code), subsequent new agreements were authorized during the fiscal period ending on 31 January 2019 following decisions taken by the Board of directors on 24 Septembre 2018 and on 25 March 2019. Grant of 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. Geoffrey Godet will allocate these additional payments, net of social security and taxes, to invest in dedicated vehicles to finance his supplementary pension scheme. These payments would be subject to performance objectives that will SUPPLEMENTARY PENSION SCHEME Geoffrey Godet, Chief Executive Officer

position as 1 February 2018 of International Coordinator in order to assist the Chief Executive Officer in the international development of the Group within the framework of its current transformation. He held this position until 30 June 2018, which date he claimed his pension entitlements. Under this position as International Coordinator, the remuneration of Denis Thiery, based pro rata on time worked (from 1 February to 30 June 2018), is as follows: fixed annual gross remuneration of 530,400 euros paid in • France by the Company; fixed annual gross remuneration of 172,380 United States • dollars, paid in the United States by the subsidiary Mailroom Holding Inc.; annual variable remuneration depending on specific • collective performance objectives (quantitative objectives known as the “Group Bonus”) for 80% of this variable remuneration and individual performance (qualitative objectives) for 20% of this variable remuneration. This variable annual component of the remuneration shall represent 100% of the fixed annual remuneration for achieved quantitative and qualitative objectives and may be raised to 150% if objectives are exceeded. It will break down according to the proportions of fixed remuneration between the Company and Mailroom Holding Inc. The 2018 criteria and objectives of this variable remuneration are listed in the Report on Corporate Governance above. Those two commitments towards Denis Thiery ended on 30 June 2018, date on which he retired.

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.

COMPENSATION FOR TERMINATION OF DUTIES

In the event of dismissal of the Chief Executive Officer by the Board of Directors (except for gross negligence or serious misconduct within the meaning of French labour law) of his appointment as Chief Executive Officer, as from 1 february 2020 until the General Meeting called to vote on the financial statements for the financial year ended 31 january 2021 :

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REGISTRATION DOCUMENT 2018 / NEOPOST