NEOPOST - 2018 Registration document

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Corporate governance report

Special report of the Statutory Auditors on regulated agreements and commitments

Special report of the Statutory Auditors on regulated agreements and commitments

General shareholders’ meeting held to approve the financial statements for the financial year ended 31 January 2019

To the General Shareholders’ Meeting of NEOPOST SA,

In our capacity as your company’s Statutory Auditors, we present to you our report on regulated agreements and commitments.

On the basis of information made available to us, we are responsible for communicating to you the characteristics and essential terms of, and the grounds supporting the company’s interest in, the agreements and commitments of which we have been informed of or that we discovered during our assignment, without having to express our own opinion on their utility or appropriateness or being required to seek whether other agreements and commitments exist. Pursuant to article R. 225-31 of the French Commercial Code, you are responsible for assessing the interest in entering into these agreements and commitments in view of their approval. In addition, we are responsible for communicating to you the information contemplated by article R. 225-31 of the French Commercial Code relating to the performance over the period under review of the agreements and commitments already approved by the general shareholders’ meeting. We carried out the procedures we deemed necessary in view of the professional standards of the Compagnie nationale des Commissaires aux comptes relating to this engagement. These procedures consisted of verifying the consistency of the information provided to us with the source documents from which such information was drawn. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE GENERAL 1. SHAREHOLDERS’ MEETING Agreements and commitments authorized and entered into during the course of the period under review Pursuant to article L. 225-40 of the French Commercial Code, we were informed of the following agreements and commitments entered into during the course of the period under review which were the subject to the prior approval of your board of directors.

Supplementary pension plan

Person in question:

Mr. Geoffrey GODET, Chief Executive Officer and Director of NEOPOST SA

Nature, purpose and terms:

On 24 September 2018, the Board of Directors approved a grant to the Chief Executive Officer of a supplemental annual cash payment equal to 15% of his annual overall remuneration (fixed and variable, with variable remuneration being capped at the amount of his fixed remuneration) for the year in question in order to enable him to directly constitute, year after year, his supplementary pension. Your company will pay Mr. Geoffrey GODET a gross indemnity of 153,000 euros in respect of the financial year ended 31 January 2019. The American subsidiary will pay a gross indemnity of 33,600 U.S. dollars.

Grounds justifying its interest for the Company:

Upon the recommendation of the Remuneration Committee, the Board of Director ensured that these elements complied with the group’s remuneration policy and noted that this supplemental pension regime took into account the company’s general interests, market practice and expected performance levels.

Agreements and commitments authorized since the end of the financial year

We were informed of the following agreements and commitments which were authorized and entered into subsequent to the end of the financial year under review, which were subject to your board of director’s prior approval.

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REGISTRATION DOCUMENT 2018 / NEOPOST