Corporate Governance

Board of Directors

The Board of Directors has the task of setting the Company’s strategy and ensuring its implementation.

Chairman

Jean-Paul Villot , 61 years old, joined Neopost S.A. in September 1995 as Deputy Managing Director, and was appointed Chairman and CEO of Neopost S.A. in September 1996, then Chairman of the Board of Directors in June 2007. Mr. Villot is a graduate of France’s École des Mines (engineering) and IAE (business) schools, and has held various professional positio ns 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. He was in charge of around half of the activities of this multinational company. Following the adoption of France’s NRE (new economic regulatio ns) act, Mr. Villot has been confirmed in his position as Chairman and CEO.

The Chairman’s appointment as director will be renewed at the AGM convened to approve the accounts for the year ending 31 January 2007.

Other Group appointments: Director of Neopost Diva (France), Neopost BV (Netherlands), Neopost Holdings Ltd (UK), Neopost Online (USA), Neopost Loop One (USA), Chairman of supervisory board of Neopost Industrie BV (Netherlands), Chairman of Mailing Logistics Systems SI (Spain), Neopost Ltd (UK), Neopost Inc (USA).
Other appointments: Member of supervisory board of Xchange Capital (France) and Atria Capital Partenaires (Paris).
Other appointments over the last five years (excluding those listed above): Director of Dynapost (France) until 2001.

Other members of the Board of Directors

Henk Bodt, 68 years old, was previously Vice President of the Philips Group, in charge of the Consumer Electronics, Business Electronics, Medical Systems and Semiconductors divisio ns. Prior to this, he was President of Oce, Europe’s leading producer of photocopiers and printers. Mr. Bodt has been a Director of Neopost S.A. since June 1999.

Other Group appointments: None.
Other appointments: Director of ASML ( Holland), DSM ( Holland) and Delft I nstruments ( Holland).
Other appointments over the last five years (excluding those listed above): None

Bernard Bourigeaud, 52 years old, has been Chairman since 1991 of the board of Atos Origin, a leader in global information technology solutio ns. Before that, for eleven years Bernard Bourigeaud was director of the management co nsulting division of Deloitte Haski ns and Sells France. He also managed the Continental Grain agribusiness in Britain.

Bernard Bourigeaud was appointed a Director of Neopost S.A. on 5 July 2004.

Other Group appointments: Director of Mailroom Holding Inc since 5 July 2004.
Other appointments: Executive Director of Atos Origin International (Belgium), Member of supervisory board of Atos Worldwide Processing GmbH (Germany), Hagemeyer NV (Netherlands) (until end April 2006) and Atos Euronext Market Solutio ns Holding SAS (France), and Director of Tibco Software Inc.(USA).
Other appointments over the last five years (excluding those listed above): Board member of CCMX (France), Business Objects (France) and SNT Group NV ( Netherlands).

Jacques Clay, 58 years old, is Chairman and CEO of Oleastrat SAS (France), having been in charge of the international activities of Open Harbor Europe SAS until 31 October 2004. Mr. Clay spent most of his career at Hewlett Packard, working in Europe and the USA, where he was in charge of several international divisio ns. In particular, he developed HP’s PC division to a multi-billion dollar business, making HP the third-largest company in this sector. Mr. Clay has been a director of Neopost S.A. since January 2003.

Other Group appointments: None.
Other appointments: Chairman of supervisory board of Advestigo SA (France), director of Wstore Europe SA (France), Chairman of supervisory board of POLYSPACE TECHNOLOGIES (France).
Other appointments over the last five years (excluding those listed above): Managing Director of IT IS, Aka, Alladvantage Inc ( USA), Chairman of the surpervisory board of Takasic (France).

Cornelius Geber, 55 years old, is currently a director of a number of German and international companies. He was previously a co nsultant to the general management of the German postal authorities, and was Chairman of the Board of Directors of German tra nsport company Kühne & Nagel AG & Co, Hamburg/Bremen, between 1993 and 1999. He is a member of the co nsultative committee of the German National Logistics Association. Mr. Geber was made a Director of Neopost S.A. in July 2002.

Other Group appointments: None.
Other appointments: Managing Partner of GC Beteiligungs und Management GmbH (Germany), Managing Director of Celanese Europe Holding GmbH (Germany), Chairman of the board of Ponaxis AG (Germany) until 15 June 2005, Vice-Chairman of the board of Inco nso AG (Germany), director of Celanese AG (Germany), Kiala SA (Belgium), Cargofresh AG (Germany) until 15 January 2005 and director of GC Beteiligungs und Management AG (Switzerland).
Other appointments over the last five years (excluding those listed above): Board member of Inco nso AG ( Germany) and Mory Group S.A.

Michel Guillet, 61 years old, was until 2005 Managing Partner of BC Partners, the co nsultancy arm of the BC European Capital investment fund. He also co-founded BC Partners in 1987. He previously held various management positio ns, including those of Chairman of Thomson’s commercial refrigeration division and Managing Director of Lohr, a maker of car tra nsporters. Michel Guillet has been a Director of Neopost S.A. since September 1997.

Other Group appointments: None.
Other appointments: None.
Other appointments over the last five years (excluding those listed above): Managing director then Chairman of LMBO Europe SAS (France) until 2004, Director of Novalis SAS (France) from 2002 to 2003, Director of Finalin SA (Luxembourg) in 2002, Chairman and CEO of Steelco (Paris) in 2001, Managing director of Hodelis (Paris ) in 2001.

Éric Licoys, 67 years old, is currently Chairman of ACG France. He has spent a large portion of his career in the banking industry. Among other positio ns, he has been Managing Director of Banque Occidentale pour l’Industrie et le Commerce, Board Member and Managing Director of Compagnie Financière Barclays, and Chairman of Fonds Partenaire Gestion. Between 1999 and 2002, he was Board Member and Managing Director of Vivendi Universal. He has been a director of Neopost S.A. since July 2003.

Other Group appointments: None.
Other appointments: Chairman of supervisory board of Finhera (France) and Director of Intermediate Capital Group (ICG) ( UK).
Other appointments over the last five years (excluding those listed above):

Chairman of the surpervisory board of Groupe Canal +, Viventures Partners, Divendo, Hermes Metal Yudigar, Groupe Express, Photo Service, Photo Station, Vice-President of Groupe Express-Expa nsion and of Vivendi Environnement ; Chairman of the board of Financière Photo Europe, of ACG France ; board member of Banque Eurofin-HSBC, Groupe Cegetel, CGEA Onyx, Media Overseas, Compagnie Générale des Eaux, Vivendi Universal, Vivendi Universal Net, Vivendi Universal Publishing, Comareg, UGC, VU Games, Sierra Enternainment Inc ; Member of the supervisory board of Bona Sabla, of Groupe Express-Expa nsion, Cinven, Dalkia France.

Michel Rose, 63 years old, is Deputy Managing Director of Lafarge with respo nsibility for the cement business. He joined Lafarge in 1970 and has held many executive positio ns in the group. In particular, he was Deputy Managing Director for human resources and communication, followed by the biotechnology division, after which he was Managing Director for North America. Michel Rose has been a Director of Neopost since July 2005.

Other Group appointments: None.
Other appointments: Within the Lafarge Group :Director of Lafarge North America , Lafarge Morocco, Cementia (Switzerland), Lafarge Asland (Spain), Lafarge Ciments (France), Malayan Cement (Malaysia). Outside the Lafarge Group : and Essilor International (France), President of Ecole des Mines de Nancy.
Other appointments over the last five years (excluding those listed above): None.

Raymond Svider, 42 years old, has been Partner of BC Partners Ltd ( UK) since January 1992. He was previously Vice-Chairman at the investment bank Wasserstein Perella & Co. Raymond Svider has been a Director of Neopost S.A. since September 1997.

Other Group appointments: None.
Other appointments: Director of STPI France, Tera Co nsultants France, Unity Media SCA (Luxembourg) and Unity Media Management SA (Luxembourg), and member of the supervisory board of Finakabel Verwaltungs AG (Germany).
Other appointments over the last five years (excluding those listed above): Director of Polyconcept Holding BV (Netherlands) and Polyconcept Holding SA (France), P&F Management BV (Netherlands) until 2004, Chairman of Board of Directors of Steelco SA (France) from 2002 to 2004, member of supervisory board of Zippo Europe SA (France) until 2004, director then partner of Finapol SARL (Luxembourg) from 2002 to 2004, and director of Polyconcept (UK) until 2002.

Denis Thiery was appointed Group Chief Executive Officer in June 2007. He was CFO and was appointed CEO in June 2007. He was previously group CFO, have joined neopost in 1998 . From 1991, he was Group CFO of the 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 CFO in June 1989. 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. He graduated from l’Ecole des Hautes Etudes Commerciales (HEC).

Other Group appointments : Director of Neopost Industrie, of Neopost Technologies, of Mailroom Holding BV and of Neopost Industrie BV (Netherlands), Neopost Ireland Limited, Neopost Finance (Ireland) Ltd, Neopost Limited (United Kingdom), Neopost SRL (Italy), of BTA Digital Works AG (Switzerland), Neopost Mailing Logistic Systems (Spain), Neopost Norge AS (Norway), Hasler Financial Services LLC and Mailroom Holding Inc (United States). He’s co-manager of Neopost Finance bvba, Executive Director of Neopost Finance Limited (United Kingdom), President of Mail Finance SAS.

Agnes Touraine manage Act III Consultants, a consulting firm specialized on growth strategy that she created in 2003. During her career, she occupied several positions in the publishing sector. Notably, she was CEO of the Publishing and Video Games division in 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.

Other Group appointments: None.

Other appointments: Independent administrator for Cable&Wireless, the Fondation de France and she is president of the board at SAIP. She is also a board member of IDATE and of the Women’s Forum and member of the Advisory Board for Deutsche Bank.

The Board of Directors met five times in fiscal year 2006. The attendance rate was 82%.

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 are no women on Neopost’s Board of Directors.
There is no family link between board members.
No board member was condemned for fraud or incurred a public sanction over the past 5 years.
No board member was involved in a bankruptcy while being a member of a board, a member of an executive body, or a member of a supervisory board.
There is no conflict of interests.

The appointments committee will be responsible for expressing its opinion on the independence of the members of the board based on criteria which it defines.

Such an opinion was presented to the Board of Directors on 23 March 2007. This confirmed that seven of the Board’s members are independent of the Group, in the sense of the Viénot and Bouton reports, and as defined by the Board of Directors’ by-laws.