NEOPOST - 2018 Registration document

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Corporate governance report

Special report of the Statutory Auditors on regulated agreements and commitments

End of service payment

Person in question:

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

Nature, purpose and terms:

On 25 March 2019, the Board of Directors authorized the payment of an end of service indemnity in the event Mr. Geoffrey GODET is dismissed by the Board of Directors (except in the case of gross or serious misconduct within the meaning of labor law) if such dismissal takes place between 1 February 2020 and the date of the general meeting deciding upon the financial statement for the financial year ended 31 January 2021, the date on which Mr. GODET’s term of office expires. The indemnity shall only be paid if the average of the variable remuneration received by the Chief Executive Officer for the last three financial years equals or exceeds 50% of his annual variable remuneration. In such a case, the gross amount of the indemnity would amount to six months’ remuneration calculated on the basis of his fixed and variable remuneration (which variable remuneration is capped at the amount of his annual fixed remuneration). Upon the recommendation of the Remuneration Committee, the Board of Directors ensured that these elements complied with the group’s remuneration policy and noted that such end of service indemnity took into account the company’s general interests, market practice and expected performance levels. In addition, the conditions for granting this indemnity, the maximum amount thereof and the method of calculating the indemnity were defined in accordance with the AFEP-MEDEF Code. It is therefore time-limited and depends upon the achievement of individual and Group performance objectives. AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL 2. SHAREHOLDERS’ MEETING Agreements and commitments approved in prior financial years, the performance of which continued during the financial year under review Pursuant to article R. 225-30 of the French Commercial Code, we were informed that the performance of the following agreements and commitments, which had already been approved by the general shareholders’ meeting in prior financial years, continued during the financial year under review. Grounds justifying its interest for the company:

Collective retirement plans (defined contribution and benefits)

Person in question:

Mr. Denis THIERY, Chairman of the Board of Directors of NEOPOST SA

Nature, purpose and terms:

The benefit of the two following retirement plans adopted 3 October 2006 and amended on 28 March 2011 were maintained for Mr. Denis THIERY: Defined-contribution retirement plan put in place in 2001 for employees of your company: the contribution paid by your • company is equal to 5% of Mr. Denis THIERY’s gross salary, within the limit of five times the annual Social Security cap; Defined-benefit plan open to senior executives which guarantees such executives, subject in particular to being among the • workforce on the date the pension is drawn, a pension level equal to 1.1% of the reference salary per full year of employment and capped at 22%, after deduction of annuities paid under defined-contribution plans. The number of years of employment taken into account may not be less than 8 years nor more than 20 years. The reference salary is equal to the average gross salary for the last three calendar years preceding the cessation of activity.

Mr. Denis Thiery benefitted from these plans up until his retirement, which occurred on 30 June 2018.

Employment agreement

Person in question:

Mr. Denis THIERY, Chairman of the Board of Directors of Neopost SA

Nature, purpose and terms:

On 12 January 2018, the Board of Directors authorized the “reactivation” of Mr. Denis THIERY’s employment agreement dated 1 October 1998 with reinstatement of the seniority he had acquired prior to becoming the Chief Executive Officer of your company and the seniority acquired during the performance of his duties as Chief Executive Officer. An amendment to this agreement was signed on 1 February 2018.

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REGISTRATION DOCUMENT 2018 / NEOPOST