NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

providing guidance and recommendations to the Board in • the case of conflicts or potential conflicts of interest, with a director; making himself/herself available, working with the • Chairman of the Board to discuss governance questions with the shareholders. In accordance with the recommendations of the Afep-Medef code, the Board updated its by-laws on 29 March 2016 with a precise definition of the lead director's missions, resources and prerogatives. Vincent Mercier

Vincent Mercier was appointed director of Neopost S.A. at the General Meeting of 7 July 2009. His mandate was renewed at the General Meeting of 1 July 2015 for a three-year term, namely until the 2018 General Meeting, where a further renewal will be proposed.

Other mandates in the Group: none.

Other mandates outside of the Group: director of Sucden, FM Logistic, Altavia Europe and ADIE. Other mandates over the past five years (except those already listed above): Chair of the supervisory Board of Roland Berger Strategy Consultants until July 2014.

Vincent Mercier is 68 years old and a French citizen. He is a civil engineering graduate from the École des Mines and has a Masters in economic science, as well as an MBA from Cornell University (USA). Until 2014, he was Chair of the supervisory Board of Roland Berger Strategy Consultants, where he served as director for France and China until 2010.

Vincent Mercier holds 2,400 Neopost shares.

Directors

Hélène Boulet-Supau

Hélène Boulet-Supau is 51 years old and a French citizen. Having graduated from ESSEC, she started her career at Arthur Andersen, before joining the Group Pierre et Vacances where she worked from 1991 to 2000, holding a variety of positions including financial director. Boulet-Supau then worked as a financial consultant, before taking over the reins of Larroque,

Other mandates over the past five years (except those already listed above): Board member of Sarenza SA

Hélène Boulet-Supau holds 850 Neopost shares.

Éric Courteille

Éric Courteille is 50 years old, and a French citizen. He is the CEO of New R SAS and has been Chief Executive Officer of La Redoute SAS since 2 June 2014. Éric Courteille is a graduate of ESCP-EAP and started his career at Arthur Andersen France, as an auditor, from 1995 to 2000. He then jointly founded the Sporever Group. From 2002 to 2006, he held a

a company that designs and distributes womenswear, alongside the designer that founded the company. Since 2007, Hélène Boulet-Supau has been Chief Executive and a shareholder of Sarenza. She was awarded the Veuve Cliquot prize in 2013 for business women with outstanding entrepreneurial spirit and creativity. Ratification of the co-optation of Hélène Boulet-Supau to the Board of directors was approved by the General Meeting of shareholders on 30 June 2017. Hélène Boulet-Supau's mandate extends for the remaining period of her predecessor, Isabelle Simon, namely until the General Meeting called to vote on the financial statements for the fiscal year ended 31 January 2018. Renewal of her mandates will then be submitted for the approval of this General Meeting.

range of positions in the Financial Department of the PPR Group. At the end of 2006, he joined Redcats as Administrative and Finance Director for the brand The Sportsman’s Guide (Redcats USA). He then became financial director and General Secretary of Redcats SA in April 2009. On 4 July 2012, the Neopost S.A. General Meeting ratified the appointment of Éric Courteille as director. His mandate was renewed at the General Meeting of 30 June 2017 for a three-year term, namely until the General Meeting of 2020.

Other mandates in the Group: none.

Other mandates in the Group: none.

Other mandates outside of the Group: director of Sarenza SA

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REGISTRATION DOCUMENT 2017 / NEOPOST