NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Regulated agreements

Regulated agreements

Denis Thiery, Chairman

EMPLOYMENT CONTRACT Following the termination of his corporate appointment as Chief Executive Officer, the suspended employment contract of Denis Thiery, signed with Neopost S.A. when he joined the Neopost group on 1 October 1988, has been reactivated. Subsequent to a Board decision of 12 January 2018, an amendment to Denis Thiery's employment contract has been drawn up and signed under which he will hold a salaried position as 1 February 2018 of International Coordinator in order to assist the CEO in the international development of the Group within the framework of its current transformation. He will hold this position until 30 June 2018, which date he will claim his pension entitlements. Under this position as International Coordinator, the remuneration of Denis Thiery, based pro rata on time worked (from 1 February to 30 June 2018), is as follows: 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 will break down according to the proportions of fixed remuneration between the Company and Mailroom Holding Inc. Pursuant to article L.225-38 of the French commercial code (by reference to article L.225-42-1 of the commercial code), subsequent new agreements were authorized during the fiscal period ending on 31 January 2018 following decisions taken by the Board of directors on 12 January 2018. COLLECTIVE PENSION SCHEME A defined-contribution pension scheme (article 83 of the French general tax code) with a contribution of 5% of annual remuneration, capped at 5 times the Social Security ceiling. In order to qualify for this annuity, the CEO must liquidate his pension entitlements from both the French Social Security pension scheme and supplementary schemes. Geoffrey Godet, Chief Executive Officer

The 2018 criteria and objectives of this variable remuneration are listed in the Report on Corporate Governance above.

COLLECTIVE PENSION SCHEME Pursuant to article R.225-30 of the French commercial code, the following commitment approved for previous fiscal periods, continued for the most recent period ending on 31 January 2018 : A defined-contribution pension scheme (article 83 of the • French general tax code) with a contribution of 5% of annual remuneration, capped at 5 times the Social Security ceiling. For the defined-benefit pension scheme (article 39 of the • French general tax code): the annuity commitment is 1.1% of the annual - remuneration per full year of service, capped at 22% (with this annuity being paid after deduction of annuities paid under defined-contribution schemes in force); the reference remuneration is the average of the gross - salaries of the last best calendar years preceding the end of activity; the number of years of service taken into account is a - minimum of eight and a maximum of twenty. the legal age of retirement is 67; -

COMPENSATION FOR TERMINATION OF DUTIES

In the event of dismissal by the Board of directors (except for gross negligence as defined by French labor laws) during the first two years of his appointment to the position of Chief Executive Officer: compensation subject to annual performance objectives set • out and confirmed by the Board of directors ruling on the recommendations of the remuneration committee. if the aforementioned performance objectives have been • achieved, gross compensation, equaling six months of the CEO's remuneration on the base of his fixed and variable annual remuneration for achieved objectives.

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REGISTRATION DOCUMENT 2017 / NEOPOST