NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

The main themes discussed at Board meetings in 2017 were as follows:

Highlights, presentation and analysis of fiscal 2016 results • Budget and outlook for fiscal 2017 • Forecasts and quarterly results • Review of the acquisitions and projects underway • Feros Advisors (investors' targeting) introduction •

Group strategy

Advance renewal of directors' mandates: Eric Courteille and William Hoover Jr. • Co-optation of Ms. Hélène Boulet-Supau and Ms. Nathalie Wright as directors • Independence of the Board members under the definition provided in the by-laws • Approval of the management report and the draft resolutions submitted to the combined Ordinary and • Extraordinary General Meeting Results of the work conducted by the audit committee concerning audits and evaluation of the internal • control system in the Group Approval of the Chairman's report on the work of the Board and internal control and risk management • procedures Approval of the annual and interim consolidated financial statements for the Neopost group • Approval of the annual and interim individual financial statements for Neopost S.A. • Cash and debt positions, dividends, launch and monitoring of share buyback programs • Refinancing operations • Payment of interim cash dividend •

Corporate Governance

Internal control

Group finances

Results of the remuneration committee's work • Fixed and variable remuneration paid to the Chairman and CEO • Performance of free share allocation programs • New allocation of directors' fees for 2017 • Plan for allocating free performance shares •

Remuneration

Replacing outgoing directors • Succession plan for the Chairman and Chief Executive Officer and members of the Excom, with the • search for profiles and hearings of the candidates

Appointments

Once finalized, all documents relating to a Board meeting’s agenda are forwarded at the earliest opportunity to the directors by management several days before the meeting. The elements can be accessed by all Board members via the Internet platform that enables them to examine documents prior to meetings, as well as information such as the articles of association and the Board's by-laws. This platform also provides access to the documents of the various committees. This access is subject to the composition of the committees; for example, any given committee's documents will only be accessible to the directors sitting on that committee. At the initiative of the lead director, “executive sessions” involving independent directors, without the presence of the Chairman & CEO. Three executive sessions were held during the 2017 fiscal period. During the forthcoming year, an executive session will systematically be held prior to each Board meeting.

According to the Company's by-laws, the Chairman & CEO’s obligation to disclose information goes hand-in-hand with each director’s duty to be diligent in remaining informed, to request any information they may require to aid understanding of the points on the agenda in good time from the Chairman & CEO, to make themselves available, and to give the time and attention needs to perform their duties. Corporate governance code Neopost has long pursued an active corporate governance policy. The Company has referred to the Afep-Medef code to draft this report. Following the publication of the Afep-Medef code, which was revised in November 2016, the Board examined recommendations from the revised code at a meeting held on 27 March 2017.

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REGISTRATION DOCUMENT 2017 / NEOPOST