Regulated information

Periodic information

• Annual reports
• Interim results
• Corporate governance
  • - Board of directors
  • - Committees
  • - By-laws
  • - Management team
  • - Managers &   Directors'   remuneration
• Internal control

Permanent information

• Shares & voting right
• Threshold disclosure
• Operations from directors on Neopost shares
• Press releases

Other regulated information

• Fees paid to auditors
• Share buyback
• General meeting
• Board - by laws

Internal Control

Chairman’s report on internal control

In accordance with article L. 225-37 of the French Commercial Code, the Chairman of the Board of Directors sets out the terms under which the board’s work is prepared and organized, along with internal control procedures developed by the Company, in a report to the shareholders’ meeting attached to the Board of Directors’ management report.

It is the task of the Group’s management, under the responsibility of the Board of Directors, to define and implement suitable and effective internal control procedures. The specific work described in this report is therefore carried out under the direct supervision of the CEO and executive committee, and at the direction of the Chairman of the Board. This report is also presented to and discussed by the Board each year.

Preparation and organization of the Board of Directors’ work
Neopost Group internal control procedures

Statutory Auditors’ report, prepared in accordance with Article L. 225‑235 of the French commercial code (Code de Commerce), on the report prepared by the chairman of the Board of Directors of Neopost S.A.

Year ended January 31, 2010

This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Neopost S.A. and in accordance with Article L. 225-235 of the French commercial code (Code de Commerce), we hereby report on the report prepared by the chairman of your company in accordance with Article L. 225-37 of the French commercial code (Code de Commerce) for the year ended January 31, 2010. It is the chairman’s responsibility to prepare and submit for the board of directors’ approval a report on internal control and risk management procedures implemented by the company and to provide the other information required by Article L. 225-37 of the French commercial code (Code de Commerce) relating to matters such as corporate governance.

Our role is to:

• report on any matters as to the information contained in the chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information, and
• confirm that the report also includes the other information required by Article L. 225-37 of the French commercial code (Code de Commerce). It should be noted that our role is not to verify the fairness of this other information.

We conducted our work in accordance with professional standards applicable in France.

Information on internal control and risk management procedures relating to the preparation and processing of accounting and financial information

The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:

• obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the chairman’s report is based and of the existing documentation;
• obtaining an understanding of the work involved in the preparation of this information and of the existing documentation;
• determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our work are properly disclosed in the chairman’s report.

On the basis of our work, we have no matters to report on the information relating to the company’s internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the chairman of the board of directors in accordance with Article L. 225-37 of the French commercial code (Code de Commerce).

Other information

We confirm that the report prepared by the chairman of the Board of Directors also contains the other information required by Article L. 225-37 of the French commercial code (Code de Commerce).

Paris and Neuilly-sur-Seine, April 28, 2010

The Statutory Auditors

French original signed by

PERONNET ET ASSOCIÉS : Olivier Péronnet

ERNST & YOUNG et Autre : Philippe Diu