NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Statutory auditors’ special report on regulated related party agreements and commitments

Compensation for termination of duties Relevant person: Mr. Geoffrey Godet, Chief Executive Officer of Neopost SA (as of February 1, 2018)

Nature, object and conditions: The Board of Directors of January 12, 2018 has authorized the payment of a compensation in case of dismissal (except for gross negligence as defined by the French labor laws ( Droit du travail ) of Mr. Geoffrey Godet of the post of CEO, if it intervenes during the first two years following its designation. The gross amount will depend on the extent of achieving annual performance objectives, which shall be set by the Board of directors. 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. Interest for Neopost SA: The Board of Directors, upon recommendation of the Remuneration Committee ( Comité des Rémunérations ), was committed to ensure that these elements comply with the remuneration policy and has considered that the termination allowance took into account the general interest of the company, market practices and the expected level of performance. In addition, the conditions for granting this indemnity, its maximum amount and its calculation method have been defined in accordance with the recommendations of the AFEP MEDEF corporate governance code for listed companies. In particular, this allowance is limited in time (two years) and depends on the achievement of individual and group performances objectives. Relevant person: Mr. Denis Thiery, Chairman of the Board and Chief Executive Officer until January 31, 2018 then Chairman of the Board as of February 1, 2018 Nature, object and conditions: The Board of Directors of January 12, 2018 has authorized the “reactivation” of Mr. Denis Thiery’s employment contract, on October 1, 1998 with resumption of seniority acquired prior to his position of CEO of your company as well as the seniority acquired during the exercise of his duties as CEO. An amendment this employment contract has been and signed February 1, 2018 which provides for: Mr. Denis Thiery 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: 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. Interest for Neopost SA: The Board of Directors, upon recommendation of the Remuneration Committee ( Comité des Rémunérations ), was committed to ensure that these elements comply with the remuneration policy determined on the basis of the positions held with Neopost, experience, seniority, performance as well as market practices. Employment contract 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.; -

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REGISTRATION DOCUMENT 2017 / NEOPOST