NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

fixed annual gross remuneration of 112,000 US dollars for • his duties as director of the subsidiary Mailroom Holding Inc., paid in the United States. This fixed remuneration appears to be in line with the practice of the chosen panel, both as regards structure and amount. The breakdown of the fixed annual gross remuneration between the various duties of CEO of the Company and director of the subsidiary Mailroom Holding Inc., may be reviewed under joint agreement, to take into account, in particular the time and resources dedicated to each of these duties. Variable annual remuneration depends on CEO performance, as well as on progress achieved by the Group. In 2018, for example, the variable component of CEO remuneration will represent 100% of the fixed component for quantitative and qualitative objectives achieved. This can rise to 150% if objectives are exceeded. It will break down according to the proportions of fixed remuneration between the Company and Mailroom Holding Inc. Variable remuneration is based on Group results regarding turnover, operational margins and capital employed comprising 80% of the target bonus, with the remaining 20% comprising specific qualitative objectives regarding individual performance. 3° Variable annual remuneration

The Chief Executive Officer should receive 30,000 euros maximum in director's fees in 2018 on an annual basis for his mandate as director of Neopost S.A.

2° Fixed annual remuneration

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 CEO 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 CEO, 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 CEO. For fiscal 2018, his fixed annual remuneration will be as follows: fixed annual gross remuneration for his duties as CEO of • the Company of 510,000 euros paid in France;

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%

Capital Employed

(29.3)

(32.5)

(35.8)

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

The qualitative component is based on achieving formalized individual objectives, namely criteria relating to the strategic, commercial and technological developments of the Group and the organization of the Group, together with the management and development of talents and the succession plan for key positions within the Group. For 2018, the qualitative objectives of Geoffrey Godet are as follows: define a new strategy and a new organisation for the • Group; define the product mix necessary to revert to a sustainable • sales growth in the coming years; the executive committee succession plan; • manage efficiently the financial communication and the • investor relations; Improve strategic and operations reviews at Board level. • It is however precised that, notwithstanding the achievement of said objectives, no variable remuneration will be paid in

cases of resignation or dismissal for gross negligence (as defined by French labor law), occurring prior to the date of payment.

4° Performance shares

The long-term component of Geoffrey Godet's remuneration solely comprises performance share allocation plans open to a range of beneficiaries within the Group, following a decision by the Board of management ruling in accordance with recommendations from the remuneration committee. The allocations awarded to corporate officers are capped at: 20% of the total number of free shares allocated annually; • and 150% of the annual fixed remuneration in IFRS value. • The final acquisition of the free shares allocated is subject to conditions of presence and performance recorded by the Board of directors at the end of a period of three years after the date of allocation.

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REGISTRATION DOCUMENT 2017 / NEOPOST