NEOPOST - 2018 Registration document

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Corporate governance report

Special report of the Statutory Auditors on regulated agreements and commitments

From 1 February 2018 to 30 June 2018, the date on which he claimed his pension, Mr. Denis THIERY occupied the role of “International Coordinator” as an employee, in order to assist the Chief Executive Officer with the group’s international development.

On this basis, Mr. Denis THIERY received:

fixed gross remuneration of 221,000 euros in France (from Neopost SA) and 71,825 U.S. dollars in the United States (from • Mailroom Holding Inc). variable remuneration of 258,835 euros in France (from Neopost SA) and 84,121 U.S. dollars in the United States (from • Mailroom Holding Inc).

Collective defined-contribution retirement plan

Person in question:

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

Nature, purpose and terms:

Mr. Geoffrey Godet benefits from the 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. Geoffrey GODET’s gross salary, within the limit of five times the annual Social Security cap.

Agreements and commitments approved in prior financial years but not performed during the financial year under review

In addition, we were informed of the continuation of the following agreements and commitments which were already approved by the general shareholders’ meeting in prior financial years but that did not give rise to performance during the financial year under review.

End of service indemnity

Person in question:

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

Nature, purpose and terms:

On 12 January 2018, 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) from the office of Chief Executive Officer if such dismissal takes place in the first two years following his appointment, i.e., up until 31 January 2020. The gross amount of such indemnity will depend on the achievement of annual performance objectives determined and recognized by the Board of Directors. If such performance is achieved, the gross indemnity will amount to six months of the Chief Executive Officer’s annual fixed and variable remuneration.

Signed in Paris-La Défense and Paris, on 26 avril 2019

The Statutory Auditors

ERNST & YOUNG et Autres

FINEXSI AUDIT

Pierre BOURGEOIS

Lucas ROBIN

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REGISTRATION DOCUMENT 2018 / NEOPOST