NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Remuneration of managers and directors

The delivery of free shares is subject to the existence of a corporate appointment or employment contract with the Group. Subsequently, no delivery can take place after the termination of directorship and a potential employment contract . The CEO may be granted for 40,000 performance share during 2018 fiscal year. It is hereby specified that these free shares cannot be sold until the end of Geoffrey Godet's corporate appointments, applying to up to 50% of number of acquired free shares and this, until he holds a quantity of 50,000 acquired free shares, which he shall then be bound to keep until the termination of said corporate appointments. Geoffrey Godet will be paid a new position allowance of a maximum of 250,000 euros intended to compensate for expenses and losses relating to moving from the USA and settling in France, together with the loss of the benefits he would have enjoyed in his previous position, which will not be totally compensated for by the conditions governing his new position. This allowance will be paid on the decision of the Board of directors ruling on the basis of justifications provided to the Company. 6° The commitments specified in the first and sixth paragraphs of article L.225-42-1 5° New position allowance The Chief Executive Officer will benefit from the same supplementary pension scheme as the salaried executive committee members of Neopost S.A. The CEO's supplementary pension scheme comprises a defined-contribution scheme (article 83 of the French general tax code) into which is paid a total of 5% of his remuneration, capped at 5 times the Social Security ceiling. In order to qualify for this anuity, the CEO must liquidate his pension entitlements from both the French Social Security pension scheme and supplementary schemes. He may also potentially benefit from an additional pension currently being examined by the remuneration committee. SUPPLEMENTARY PENSION SCHEME

COMPENSATION FOR TERMINATION OF DUTIES

In the event of dismissal (except for gross negligence as defined by French labor laws) during the first two years of his appointment to these duties, the CEO will receive compensation, for which the gross amount will depend on the extent of achieving annual performance objectives, which shall be set by the Board of directors following recommendations from the appointments committee. In the event of reaching these objectives in accordance with the criteria set out and confirmed by the Board of directors, the gross amount of this compensation shall equal six months of remuneration on the basis of his fixed and variable annual remuneration for achieved objectives. Throughout the two-year period, this compensation is subject to approval by the General Meeting in accordance with applicable legal rules. The CEO benefits from the current life and disability insurance and supplementary health-insurance schemes, social security for company directors, a company car, assistance with filing his annual French and US tax declarations and reimbursement of reasonable business expenses incurred for performing his duties on presentation of appropriate receipts, in accordance with Company policy. The CEO does not receive any other remuneration for his corporate appointment. He does not therefore receive any multi-annual variable remuneration, exceptional remuneration or any allocation of options to subscribe to or purchase shares. The CEO has not signed a non-compete clause, but must give a notice period of six months in the event of resignation. These items of remuneration will be subject to a resolution submitted by the Board of directors to the General Shareholder Meeting. The resolution will be worded as follows: “Having read the report on Corporate Governance provided for in article L.225-37-2 of the French commercial code, the General Meeting, ruling under the conditions for a quorum and majority required for Ordinary General Meetings, approves the principles and criteria for calculating and determining the breakdown between the fixed, variable and exceptional components comprising the total remuneration and benefits in kind, detailed in the aforementioned report and payable to the CEO, Mr. Geoffrey Godet, in respect of his corporate office.” 7° Benefits in kind

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REGISTRATION DOCUMENT 2017 / NEOPOST