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

Corporate Governance

Board of Directors

The Board of Directors’ purpose is to set the Company’s strategy and ensure its implementation.

Directors' Charter

Chairman

Denis Thiery, (54) is Chairman and Group Chief Executive Officer since the Board of Directors meeting that took place on 12 January 2010. Denis Thiery joined Neopost in 1998 as Chief Financial Officer. From 1991 to 1997, he was Group Chief Financial Officer and Chief Executive Officer of Moorings, a world leader in leisure boat rental based in the US. From 1984 to 1991, he held a number of senior positions with Wang France becoming Chief Financial Officer in June 1989. Graduated from l’École des Hautes Études Commerciales (HEC), Denis Thiery started his career in 1979 as auditor with Coopers & Lybrand both in France and the US, and was audit Manager when he left audit in 1984. Denis Thiery was nominated as a Director for a three year term by the Annual General Meeting of July 2007. His mandate will be submitted for renewal during the Annual General Meeting that will be held in July 2010.

• Other Group appointments: Director of Neopost Ltd and Neopost Finance Limited (United Kingdom) and of Mailroom Holding Inc. (United States).
• Other appointments: None.
• Other appointments over the last five years (excluding those listed above): Director of Mailroom Holding BV (Netherlands), Neopost ID (France), Neopost Ireland Limited, Neopost Finance (Ireland) Ltd, Neopost SRL and Neopost Finance SRL (Italy) and of Neopost Norge AS (Norway). He was a member of the supervisory board of Neopost Technologies BV.

Denis Thiery owned 88,180 Neopost shares at 31 January 2010.

Other members of the Board of Directors

Henk Bodt, (71) was previously Vice President of the Philips Group, in charge of the Consumer Electronics, Business Electronics, Medical Systems and Semiconductors divisions. Prior to this, he was President of Oce, Europe’s leading producer of photocopiers and printers. Hank Bodt has been a Director of Neopost S.A. since June 1999, his mandate was renewed during the Annual General Meeting that was held on 7 July 2009 for a three year term, i.e. until the Annual General Meeting of July 2012.

• Other Group appointments: None.
• Other appointments: None
• Other appointments over the last five years (excluding those listed above): Director of A.S.M.L. (The Netherlands), of D.S.M. (The Netherlands) and of Delft Instruments (The Netherlands).

Henk Bodt owned 2,022 Neopost shares at 31 January 2010.

Jacques Clay, (62) is Chairman and CEO of Perigee S.A. (France), a French software developer specialized in conception and production of digital and analogical commercial publications. He is also Chairman of Oleastrat S.A.S. (France). Mr Clay spent most of his career at Hewlett Packard, working in Europe and in the USA, where he was in charge of several international divisions. In particular, he developed HP’s PC division into a multi-billion dollar business, making HP the third-largest company in this sector. Jacques Clay has been a director of Neopost S.A. since January 2003, his mandate was renewed during the Annual General Meeting that was held on 10 July 2007 for a three year term and will be submitted for renewal during the Annual General Meeting that will be held in July 2010.

• Other Group appointments: None.
• Other appointments: Chairman of supervisory board of Advestigo SA (France), director of Wstore Europe SA (France).
• Other appointments over the last five years (excluding those listed above): Chairman of supervisory board of Advestigo S.A. (France) from 2004 to April 2009, Chairman and Chief Executive Officer of Polyspace Technologies (France) from July 2006 to April 2007, Director of Wstore Europe S.A. from 2004 to 2009, Director of Asterop SA (France, September 2007-January 2008) Vice-President of the supervisory board of Takasic S.A. (France) from 2002 to 2004, President of the supervisory board of Netquartz S.A. (France) from 2002 to the sell-out of the company to Wstore Europoe S.A. in 2004.

Jacques Clay owned 1,000 Neopost shares at 31 January 2010.

Cornelius Geber, (57) is currently director of numerous German and international companies. He was previously a consultant to the General Management of Deutsche Post Worldnet AG (Bonn) and was Chairman of the Board of Directors of the German transport company Kühne & Nagel AG & Co, (Germany) and Director of its parent company Kühne & Nagel International AG (Suisse) between 1993 and 1999. Cornelius Geber has been a Director of Neopost S.A. since July 2002, his mandate was renewed during the Annual General Meeting that was held on 8 July 2008 for a three year term, i.e. until the Annual General Meeting of July 2011.

• Other Group appointments: None.
• Other appointments: Managing Partner of GC Beteiligungs und Management GmbH (Germany) and director of GC Beteiligungs und Management AG (Switzerland), Vice-Chairman of the board of Inconso AG (Germany), President of the supervisory board of Barkawi Management Consultants (Germany).
• Other appointments over the last five years (excluding those listed above): Director of Cargofresh AG (Germany), member of the supervisory board of Friedrich Grohe AG & Co KG and of Ifco Systems N.V., Chairman of the Board of Ponaxis AG (Germany) and of Paul Günther Logistk AG (Germany), Managing Director of Celanese Europe Holding GmbH (Germany), Director of Celanese AG (Germany) and Kiala S.A. (Belgium).

Cornelius Geber owned 1,230 Neopost shares at 31 January 2010.

Michel Guillet, (65) was until 2005 Managing Partner of BC Partners, the consultancy arm of the BC European Capital investment fund. He also co-founded BC Partners in 1987. Previously, he held various management positions, including those of Chairman of Thomson’s commercial refrigeration division and Managing Director of Lohr, a car transporters maker. Michel Guillet has been a Director of Neopost S.A. since September 1997, his mandate was renewed during the Annual General Meeting that was held on 10 July 2007 for a three year term. His mandate will be submitted for renewal during the Annual General Meeting that will be held in July 2010.

• Other Group appointments: None.
• Other appointments: Director of Investir & Partenaire for the development of Port-Louis (Mauritius), of I&P Management (Mauritius) and Managing Director of Montroc Holding (France).
• Other appointments over the last five years (excluding those listed above): None.

Michel Guillet owned 515 Neopost shares at 31 January 2010.

Éric Licoys, (71) is currently Chairman of the association called ACG France. He spent a large portion of his career in the banking industry. Among other positions, he was Chief Executive Director of Banque Occidentale pour l’Industrie et le Commerce, Director and Managing Director of Compagnie Financière Barclays, and Chairman of Fonds Partenaire Gestion and fund manager at Lazard Frères & Compagnie. Between 1999 and 2002, he was Board Member and Managing Director of Vivendi Universal and President of the AFIC (French Private Equity Association). He has been a Director of Neopost S.A. since July 2003, his mandate was renewed during the Annual General Meeting that was held on 7 July 2009 for a three year term, i.e. until the Annual General Meeting of July 2012.

• Other Group appointments: None.
• Other appointments: Chairman of the Board of Directors of Groupe Moniteur Holding (France), of MB Electronique S.A. and of Polly, Chairman of Cocifas S.A.S. and member of the supervisory board of Citizen Capital. He is Advisor for the Managing Board of Eurazeo and Senior Adviser for C.W. Downer.
• Other appointments over the last five years (excluding those listed above): Chairman of the supervisory board of Marathon (formerly Finhera, France), Chairman of the Board of Directors of Financière Photo Europe; Director of Intermediate Capital Group (UK) and of Banque Eurofin-HSBC.

Eric Licoys owned 1,860 Neopost shares at 31 January 2010.

Vincent Mercier, (60), Civil Engineer of Les Mines, holder of a DESS in Economy, also a Cornell (USA) MBA graduate. He currently manages the Roland Berger Strategy Consultants Paris office and since September 2004 is Managing Partner of the Brussels office and Member of the Group Executive Committee group. He has been in charge of the Chinese and Japanese offices since 2007. Vincent Mercier’s mandate was approved during the Annual General Meeting that was held on 7 July 2009 for a three year term, i.e. until the Annual General Meeting of July 2012.

• Other Group appointments: None.
• Other appointments: Director of MAF Retail (Dubai).
• Other appointments over the last five years (excluding those listed above): None.

Vincent Mercier owned 566 Neopost shares at 31 January 2010.

Michel Rose, (66) was Deputy Managing Director of Lafarge with responsibility for the cement business, he retired on the 1st May 2008. He joined Lafarge in 1970 and has held several executive positions in the Group. In particular, he was Deputy Managing Director for the Human Resources and Communication departments, and for the Biotechnology division, after which he was Managing Director for North America. Michel Rose has been a Director of Neopost since July 2005, his mandate was renewed during the Annual General Meeting that was held on 8 July 2008 for a three year term, i.e. until the Annual General Meeting of July 2011.

• Other Group appointments: None.
• Other appointments: Director of Lafarge Morocco, of Unicem (Nigeria) of Malayan Cement (Malaysia) and Essilor International (France), Chairman of École des Mines de Nancy Foundation.
• Other appointments over the last five years (excluding those listed above): None.

Michel Rose owned 296 Neopost shares at 31 January 2010.

Agnes Touraine, (53) manages Act III Consultants; a consulting firm specialized in growth strategy which she created in 2003 and Act III Gaming founded in 2009. She started her career at McKinsey and occupied several strategic and operating positions at Lagardère Group. She was then CEO of the Publishing and Video Games division at Havas before becoming CEO of Vivendi Universal Publishing. Agnès Touraine graduated in 1978 from Sciences Po Paris and from the law faculty of Paris I. In 1981, she obtained an MBA from Columbia University Business School. Agnès Touraine mandate was approved on 10 July 2007 for a three year term will be submitted for renewal during the Annual General Meeting that will be held in July 2010.

• Other Group appointments: None.
• Other appointments: Independent director of Cable & Wireless, of ITV in London, of the Fondation de France and she is on the Board of the French American Foundation, of the IDATE and of the Women’s Forum.
• Other appointments over the last five years (excluding those listed above): None.

Agnès Touraine owned 153 Neopost share at 31 January 2010.

Jean-Paul Villot, (65) joined Neopost S.A. in September 1995 as Deputy Managing Director, and was appointed Chairman and CEO of Neopost S.A. in September 1996. Mr Villot is a graduate of France’s École des Mines (engineering) and IAE (business) schools, and has held various professional positions in France and abroad, working in sales and General Management at Bull and Schlumberger. Between 1991 and his arrival at Neopost, he was Executive Director and member of the management committee of Dutch photocopier manufacturer Oce. On 19 June 2007, Jean‑Paul Villot became Chaiman of the Board of Neopost S.A. a position that he held until the 12 January 2010. Jean-Paul Villot’s appointment as Director was renewed at the Annual General Meeting on 10 July 2007 for a three year term and will be submitted for renewal during the Annual General Meeting that will be held in July 2010.

• Other Group appointments: None.
• Other appointments: Member of supervisory board of X’Ange Capital (France) and of Atria Capital Partenaires (France).
• Other appointments over the last five years (excluding those listed above): Chairman of Neopost Inc. (USA) until 2006 and Director of Oce France until 2008, Director of Neopost BV (The Netherlands), and Member of the supervisory board of Neopost Technologies BV (The Netherlands).

Jean-Paul Villot owned 226,161 Neopost shares at 31 January 2010.

The Board of Directors met seven times in financial year 2009. The attendance rate was 94%.

Each director’s term of office is limited to three years. The number of directors aged over 70 may not exceed one third of all directors during the period. The age limit for the Chairman is 65.

No director is elected from among the employees. There is no family link between directors. No director has been condemned for fraud or incurred any public sanction over the past 5 years. No director has been involved in a bankruptcy while being a member of a board, a member of an executive body, or a member of a supervisory board over the past 5 years.

There are no conflicts of interest for corporate officers and executives between their duties in respect of Neopost and their other interests or duties.

Over the last five years, none of the company’s corporate officers have been found guilty of fraud, declared bankrupt, sequestered or liquidated, incurred any official public penalty and/or sanction, or been prevented from acting or operating in the management or conduct of business.

No arrangement or agreement exists with the company’s main shareholders, customers, suppliers or other, by virtue of which any corporate officer of the company has been selected as a member of an executive, administrative, or supervisory body or as a member of General Management.

The appointments committee presents a report each year on the independence of the Board of Directors in accordance with the stipulated criteria of the Viénot and Bouton reports, and as defined by the Board of Directors’ by-laws (see page 16 for the definition of an independent director). The last report was presented to the Board of Directors on 29 March 2010. This confirmed that, as at 31 January 2010, seven of the Board’s members were independent of the Group.