NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

The variable component is determined subject to achieving objectives relating to turnover, operational results and working capital within the Group. The variable remuneration listed in the above table corresponds to the provisions made during the previous fiscal year for the current fiscal year. On 31 January 2018, with respect to pensions, the Chairman and Chief Executive Officer and a number of Group senior executives are eligible for a defined-contribution scheme (article 83 of the French general tax code), with a total contribution of 5% of salary, subject to a limit of five times the Social Security ceiling, as well as a defined-benefits scheme (article 39 of the French general tax code) with a guaranteed annuity of 1.1% of salary for each year of employment for a

minimum of eight years and a maximum of twenty years. This annuity is paid after deduction of annuities paid under defined-contribution schemes in force. Before the age of 67, the benefit is reduced in proportion to the remaining number of years. At the end of January 2018, pension liabilities totaled 9,067.4 thousand euros, compared to 9,392.0 thousand euros on 31 January 2017 and concern some members of the management team. At the end of January 2018, cumulative payments totaled 6,929.9 thousand euros versus 4,936.6 thousand euros at the end of January 2017. On 31 January 2018, no loans or guarantees have been granted or set up for any manager or director.

Number of options granted/warranted or share purshased to the top ten employees non corporate officer Since 2012, there has been no subscription or stock purchase plan. As regards previous or ongoing plans, no options have been exercised by the top ten employees (non-corporate officers).

Stock subscriptions or stock purchase options The following plans have been approved:

Date of Annual General Meeting

Number of options to be allocated Length of authorization

9 February 2000

1,200,000

5 years

9 July 2003 (a)

900,000

38 months

5 July 2006

960,000

38 months

7 July 2009 38 months Of which 33,300 were allocated for stock purchase in accordance with the authorizations of the Annual General Meetings of 9 July 2003 and (a) 6 July 2005. 960,000

These stock subscription or stock purchase options are attributed to the management committee and employees showing the best potential. The Group considers that a single person meets the criteria of director, as set out in article L.621-18-2-I-b of the monetary and financial code, namely one person with the power to take

management decisions concerning corporate strategy and with regular access to privileged information concerning Neopost, directly or indirectly. This person is Denis Thiery, the Chairman & CEO, until 31 January 2018. The details of these subscription plans are provided in table no. 8 of the Afep-Medef code in this section.

Performance share

Date of Annual General Meeting

Number of allocated shares

Length of authorization

5 July 2006

320,000

38 months

6 July 2010

400,000

26 months

4 July 2012 1 July 2015 1 July 2016 30 June 2017

300,000 360,000 400,000 400,000

26 months 26 months 26 months 26 months

The awards granted are listed in table #9 of the Afep-Medef recommendations in this section.

Employee savings plan A Group company savings plan (PEE) was introduced by Neopost S.A. in September 1998. Employees of Neopost S.A. or French companies related to it as defined in article L.225-180 of the French commercial code, are eligible to join the Neopost company savings plan, subject to a minimum of six months of service in the Company.

A collective pension saving scheme (PERCO) was introduced in Neopost S.A. and in the French companies of the Group, open to employees that have a minimum of three months of service in the Company. A collective employee shareholding plan (FCPE) was approved by the Securities and Stock Exchange Commission, since renamed the AMF, on 19 January 1999. This plan was created to manage the amounts received under

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REGISTRATION DOCUMENT 2017 / NEOPOST