NEOPOST_REGISTRATION_DOCUMENT_2017

5

Financial statements

Parent company statements of financial position

SUMMARY OF REMUNERATION PAID TO CORPORATE OFFICER

31 January 2018

31 January 2017

(In thousands of euros)

Amounts due Amounts paid

Amounts due Amounts paid

Denis Thiery – Chairman & Chief Executive Officer Fixed remuneration (a)

663.0

663.0

663.0

663.0

Annual variable remuneration (b)

663.0

562.1

663.0

383.5

Multi-annual variable remuneration

-

-

-

-

Directors’ fees

30.0

30.0

30.0

30.0

Benefits in kind (Company car, social guarantee for management team)

23.1

23.1

23.2

23.2

TOTAL 1,099.7 The fixed remuneration is divided in two parts : 530,400 euros paid in France and 172,380 United States dollars paid in the United States. The (a) amount in United States dollars has been frozen considering that it does not have to change with the evolution of EUR/USD exchange rate. It has been frozen to 20% of the fixed remuneration in euros translated with the exchange rate at the time ie 1.30. The annual variable remuneration in the column “amounts due” corresponds to the bonus recorded in Neopost S.A. and Mailroom Holding Inc. (b) financial statement at the end of the financial year while the column "amounts paid" corresponds to the actual bonus payment relative to the previous year. 1,379.1 1,278.2 1,379.2

SUMMARY OF DIRECTORS’ FEES AND OTHER REMUNERATION OF CORPORATE OFFICER

(In thousands of euros)

31 January 2018

31 January 2017

Denis Thiery – Chairman & Chief Executive Officer Directors’ fees

30.0

30.0

Other remuneration

-

-

TOTAL

30.0

30.0

Compensation or benefit likely to be paid in case of termination or change in function

Non-compete clause compensation

Employment contract

Supplementary pension plan

Chief Executive Officer

Denis Thiery

Suspended

yes

no

no

Start date of the mandate: 12 January 2010 End date of the mandate: renewal submitted to the General Meeting called to approve the accounts as of 31 January 2019

The Chief Executive Officer’s remuneration is partly fixed and partly variable. Variable remuneration is based on the Group’s performance in terms of sales, operating margin and capital employed for 80% of the target bonus, along with specific objectives on individual performance for 20%. Variable remuneration shown in the column amounts paid of this table is the amount paid in the current year but relative to the previous year. The variable remuneration paid to the Chairman & Chief Executive Officer is equal to 100% of his fixed remuneration when all objectives are achieved, and to 150% maximum in case of overachievement. With regard to the financial year ended on 31 January 2018, the Chairman & Chief Executive Officer has achieved his objectives at a level of 90.24%. Therefore, his variable remuneration excluding director's fees is set at 478,633 euros paid by Neopost S.A. and 155,556 United States dollars paid by Mailroom Holding Inc. after the approval by the annual general meeting of 28 June 2018. Directors’ fees paid to Denis Thiery relate to his appointment at Neopost S.A.

With respect to pensions, the Chairman & Chief Executive Officer and other group executives have a defined contribution pension plan (article 83 of the French general tax code), into which is paid a total of 5% of their remuneration, within the limit of five times the maximum amount as determined by Social Security and a defined benefit pension scheme (article 39 of the French general tax code) with an annuity obligation of 1.1% of pay per year of service, for a maximum of twenty years. This annuity is paid after the deduction of the annuities paid within the usual defined contribution plans. Before the age of 67 years, the benefit is subject to reduction proportional to the number of years remaining. The amount of these obligations at the end of January 2018 was 9,067.4 thousand euros versus 9,392.0 thousand euros as at 31 January 2017 and related to all members of the management team. Cumulative payments stand at 6,929.9 thousand euros as at 31 January 2018. The estimated pension amount linked to current supplementary pension schemes would be 286,115 euros as at 31 January 2018 for the Chairman and CEO. In order to benefit from this pension, the Chairman and Chief Executive Officer has to cease his professional career, be part of

194

REGISTRATION DOCUMENT 2017 / NEOPOST