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    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 respo nsibility 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 direction and direct supervision of the CEO. This report is also presented to and discussed by the Board each year.

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    Auditors’ report on the Chairman’s report

    Neopost , S.A.

    Year ended January 31, 2006

    Statutory Auditors’ report, prepared in accordance with article L.225-235 of the French Company Law (Code de commerce), on the report prepared by the Chairman of the Board of Directors of Neopost, on the internal control procedures relating to the preparation and processing of financial and accounting information

    To the Shareholders,

    In our capacity as statutory auditors of Neopost, and in accordance with article L. 225-235 of the French Company Law (Code de commerce), we report to you on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Company Law (Code de commerce) for the year ended January 31, 2006.

    It is for the Chairman to give an account, in his report, notably of the conditions in which the duties of the Board of Directors are prepared and organized and the internal control procedures in place within the company.

    It is our responsibility to report to you our observations on the information set out in the Chairman’s report on the internal control procedures relating to the preparation and processing of financial and accounting information.

    We performed our procedures in accordance with professional guidelines applicable in France. These require us to perform procedures to assess the fairness of the information set out in the President’s report on the internal control procedures relating to the preparation and processing of financial and accounting information. These procedures notably consisted in:

    • obtaining an understanding of the objectives and general organization of internal control, as well as the internal control procedures relating to the preparation and processing of financial and accounting information, as set out in the Chairman’s report;
    • obtaining an understanding of the work performed to support the information given in the report.

    On the basis of these procedures, we have no matters to report in connection with the information given on the internal control procedures relating to the preparation and processing of financial and accounting information, contained in the Chairman of the Board of Directors’ report, prepared in accordance with article L. 225-37 of the French Company Law (Code de commerce).

    Paris and Neuilly-sur-Seine, May 12, 2006

    The Statutory Auditors

    PERONNET ET ASSOCIES S.A.
    French original signed byOlivier Peronnet

    BARBIER FRINAULT & AUTRES
    ERNST & YOUNG French original signed byMichel Gauthier