NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

the Neopost group company savings plan. The Neopost group FCPE mainly invests the amounts received in Neopost S.A. shares and the investments are frozen for a period of five years, except in legally-allowed cases of early release.

The Neopost S.A. Annual General Meeting of 30 June 2017 granted the Board of directors the powers required to issue, in one or more installments and over a 26-month period, shares reserved for employees in belonging to the Neopost group company savings plan, subject to a nominal limit of 600,000 euros.

Non-executive directors

TABLE OF THE DIRECTOR'S FEES AND OTHER REMUNERATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS TABLE #3 AFEP-MEDEF CODE

(In euros)

31 january 2018

31 january 2017

Directors' fees Hélène Boulet-Supau

23,100

Jacques Clay

-

19,028

Éric Courteille

41,500

38,389

Virginie Fauvel

36,500

17,472

Cornelius Geber

13,400

34,944

William Hoover Jr.

31,400

28,389

Vincent Mercier

46,500

44,000

Catherine Pourre

43,900

44,944

Isabelle Simon

-

32,445

Richard Troksa

34,000

14,971

Agnès Touraine

-

21,528

Jean-Paul Villot

23,100

33,389

Nathalie Wright

11,400

-

Total directors' fees

304,800

329,500

Other remuneration

-

-

Chairman's fees

30,000

30,000

TOTAL FOR NON-EXECUTIVE DIRECTORS AND CHAIRMAN

334,800

359,500

Maximum amount authorized by the General meeting

370,000

370,000

committee chairperson: 5,000 euros extra per year; • lead director: 5,000 euros extra per year. • The directors receive no other remuneration other than the Neopost S.A. director's fees. On 31 January 2018 no loans or guarantees had been granted to any manager or director. On 31 January 2018, no post-mandate liabilities, such as remuneration, compensation or benefits, had been entered into by the Company for the benefit of its non-executive directors.

The methods for calculating the remuneration of non-executive directors are as follows: Chairman of the Board: fixed amount of 30,000 euros per year; • director’s basic fees: 15,500 euros per year; • the Board of directors met seven times during fiscal 2017; • director's fees for attending scheduled meetings total a maximum of 13,000 euros per year for a 100% attendance rate at these meetings. Director's attendance fees are also awarded for non-scheduled meetings, for a maximum of 3,000 euros per year, irrespective of the number of additional sessions; committee members (the appointments committee and the • remuneration committee count as a single committee): 5,000 euros per year;

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REGISTRATION DOCUMENT 2017 / NEOPOST