NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

1° Directors fees

3° Fixed and variable annual remuneration under the employment contract The remuneration structure and the objectives of the variable component are proposed by the remuneration committee and decided by the Board of directors, as an extension of the remuneration policy currently in force within the Company. Variable remuneration depends on quantitative objectives based on the results of the Group in relation to sales, operational margins and working capital, in addition to specific qualitative objectives of individual performance. Under his position as International Coordinator , from 1 February to 30 June 2018, Denis Thiery is scheduled to receive the following remuneration on a pro rata basis: fixed annual gross remuneration of 530,400 euros paid in • France by the Company; fixed annual gross remuneration of 172,380 US dollars, • paid in the United States by the subsidiary Mailroom Holding Inc.; annual variable remuneration depending on specific • collective performance objectives (quantitative objectives known as the “Group Bonus”) for 80% of this variable remuneration and individual performance (qualitative objectives) for 20% of this variable remuneration. This variable annual component of the remuneration shall represent 100% of the fixed annual remuneration for achieved quantitative and qualitative objectives and may be raised to 150% if objectives are exceeded. It shall be divided according to the fixed remuneration proportions between the Company and Mailroom Holding Inc.

The Board of directors may decide to pay the Chairman of the Board director attendance fees. The principle is to award a fixed amount. The Chairman should receive 30,000 euros maximum in director's fees in 2018 for the corporate position he holds in Neopost S.A. This amount is unchanged from the previous year. Fixed annual remuneration is set by the Board of directors following a recommendation from the remuneration committee applying the principles of the Afep-Medef code. The fixed remuneration of the Chairman has been established in relation to the scope of the position and practice observed in French and international groups where the activity, turnover, market capitalization, number of employees and challenges are similar to those of Neopost. For 2018, as in each year, the remuneration committee uses studies produced by the external consultants Willis Towers Watson to obtain remuneration benchmarks for all Board positions. As regards remuneration of the Chairman, the committee refers to a panel comprising about 15 companies and, with the assistance of the aforementioned consultants, verifies the positioning of remuneration of the Chairman, which appears in line with the practices of this panel, both in terms of structure and amount. For the 2018 fiscal year, Denis Thiery’s fixed annual remuneration shall be 120,000 euros. However, this will be paid as from 1 July 2018 on a pro rata basis. 2° Fixed annual remuneration

The quantitative Group criteria for 2018, at constant scope and level of investments and innovation efforts identical to those made in 2017, are as follow:

Weight

Criteria

Threshold (0.0%)

Target (100%)

Maximum (150%)

40%

Sales (a)

1,023.2

1,077.0

1,109.3

40%

EBIT

17.1%

18.4%

19.2%

20% (35.8) The sales' criteria takes into account the 2018 budgeted exchange rates which are significantly lower than the previous year, notably on the (a) EUR/USD. Capital employed (29.3) (32.5)

The qualitative part take into account formalized individual objectives, based on criteria linked to his function of International Coordinator. Reasonable business expenses incurred for performing his duties will be reimbursed by the Company on presentation of appropriate receipts, in accordance with Company policy.

years remains subject to conditions of performance recorded three years after the date of allocation. The delivery of free shares remains subject to the existence of a corporate appointment or employment contract with the Group. Subsequently, no deliveries can take place after the termination of existing appointments and employment contracts. In application of article L.225-197-1 of the French commercial code, it is hereby precised that the Chairman remains committed to keeping 50,000 acquired free shares in registered form, which cannot be assigned until the end of his corporate appointment as Chairman of the Board.

4° Performance share

As of the 2018 fiscal year, Denis Thiery is no longer eligible for any new long-term remuneration plans by the Company. The final acquisition of the free shares allocated during previous

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REGISTRATION DOCUMENT 2017 / NEOPOST