NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

The by-laws can only be approved and amended upon decision of the Board of directors.

They also set out the rules for transcribing the minutes of meetings. The full text of the by-laws is available on the Neopost group website: https://www.neopost-group.com/ Assessment of the Board The issue of its composition is regularly discussed by the Board. In 2017, composition of the Board was discussed at each appointments committee meeting, which then reported to the Board of directors. In compliance with the by-laws, the Board is assessed at least once a year at the initiative of the lead director. This self-assessment notably includes the composition of the Board, method of remuneration, new mandates and the staggering of mandates. An outside firm, overseen by the appointments committee conducted a formal assessment of the Board in the 2015/2016 fiscal year to check compliance with the principle of the Board's work and to identify potential operating improvements and efficiencies. It conducted individual interviews with each director as part of the assessment, based on a detailed questionnaire. The Board will conduct this type of assessment every three years. The conclusions of this assessment were reviewed by the Board at the session dated 29 March 2016 and were generally satisfactory. The main avenues for planned improvement concern: the designation and definition of the duties of a lead • director among the independent directors: Vincent Mercier was appointed lead director in 2016; ideas to be put forward for anticipating changes in the • composition of the Board and committees: the General Meeting of 30 June 2017 decided on the advance renewal of 2 independent directors; ideas to be put forward on the procedure or number of • Board meetings to create more time for discussion and feedback from committee work: three additional half-day strategic meetings were held in 2017. These meetings were an opportunity for the executive teams from every business unit to meet in advance of Board meetings, thereby improving the procedure for sessions; the development of periodic information on the Group is • communicated to directors in the form both of financial results and press releases. Ethics charter Following the initiatives for good corporate governance practices undertaken in the last few years, the directors’ charter was approved on 28 March 2011.

The following are attached to the by-laws:

the regulations of the appointments committee; • the regulations of the remuneration committee; • the regulations of the audit committee; • the definition of the role of an independent director, as • provided by the appointments committee; the manager-shareholder's charter. • The by-laws set out the missions of the Board of directors. In addition to the tasks attributed to it by law and by the articles of association, the Board approves strategic decisions, budgets, significant acquisitions and disposals, and restructuring plans. It also ensures the quality and reliability of financial and non-financial information and of shareholder communication. approving this governance report, organizing and preparing • the Board's work and managing internal control procedures; defining the role of an independent director; • defining the remuneration policy for the Group's • executives: making necessary changes to the regulations governing the • various committees. The specialized committees make proposals to the Board relating to their field of expertise. The by-laws set out the rights and obligations of directors, particularly as regards attendance, confidentiality of information, directors' information rights and restrictions in Neopost shares. Rules on managing conflicts of interest are set out in the by-laws of the Board and committees: “Article 5 – Independence and conflict of interest: directors shall strive to avoid any conflict that may exist between their moral and material interests and those of the Company. They shall notify the Board of any conflict of interest in which they may be involved. In cases where they cannot avoid being in a situation of conflict of interest, they shall refrain from participating in the debates and any decisions with respect to the issues concerned.” In addition, all directors must file an annual declaration with Neopost confirming the absence of any conflict of agreement and that they have not been found guilty of fraud, placed in receivership or been declared bankrupt. The by-laws specify that a minimum of four Board meetings are to be held per fiscal year and that each director must hold Neopost shares worth at least one year of director's fees. In particular, the Board of director's tasks include:

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REGISTRATION DOCUMENT 2017 / NEOPOST