NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

The achievements were as follow:

Weight

Criteria

Performance*

Bonus

40%

Sales

1,136.6

87%

40%

EBIT

18.2%

83%

20%

Capital employed

(48,6)

150%

Total

97.8%

Performance measured taking into account exchange rates applied when defining the criteria and adjusted by the scope effects. *

In addition, the remuneration committee estimated that the individual performance objectives were achieved to a level of 60.0% when the maximum stood at 150%. Overall, Denis Thiery’s performance stands at 90.24% and his annual

variable remuneration for 2017 amounts to 598,290 euros ( i.e. 478,633 euros and 155,556 US dollars) subject to the approval of the General Assembly as at 29 June 2018.

SUMMARY TABLE OF REMUNERATION, OPTIONS AND SHARE GRANTED TO DENIS THIERY – CHAIRMAN & CHIEF EXECUTIVE OFFICER TABLE # 1 AFEP-MEDEF CODE

(In thousands of euros)

31 January 2018

31 January2017

Denis Thiery – Chairman & CEO Remuneration due for the financial year

1,379.1

1,379.2

Valuation of long-term variable remuneration awarded during the financial year

-

-

Valuation of options awarded during the financial year (a)

-

-

Valuation of performance shares awarded during the financial year (a)

517.1

286.1

TOTAL

1,896.8

1,665.3

The indicated amount corresponds to the total award for the financial year. (a)

SUMMARY TABLE OF REMUNERATION PAID TO DENIS THIERY – CHAIRMAN & CHIEF EXECUTIVE OFFICER TABLE # 2 AFEP-MEDEF CODE

31 January 2018

31 January 2017

Amounts due

Amounts paid

Amounts due

Amounts paid

(In thousands of euros)

Denis Thiery – Chairman & CEO 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

-

-

-

-

Director's fees

30.0

30.0

30.0

30.0

Benefits in kind (company car, social security for business directors)

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 provisioned in Neopost S.A. and Mailroom Holding (b) Inc. 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

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REGISTRATION DOCUMENT 2017 / NEOPOST