Offering by Neopost of Bonds Convertible into and/or Exchangeable for New or Existing Shares (OCEANE)

Regulatory News:

This press release does not constitute an offer to sell securities in the United States or in any other jurisdiction. The Bonds (and the underlying shares) may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act, as amended. Neopost does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.

Neopost (Paris:NEO) (Euronext Paris: NEO) is launching today an offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) due February 1^st, 2015 (the "Bonds”) in a principal amount of approximately € 261 million, which may be increased by 15%, to a maximum amount of approximately € 300 million in the event the over-allotment option granted to CALYON, Lazard-NATIXIS, and Société Générale Corporate & Investment Banking (the "Joint Lead Managers and Joint Bookrunners”) is exercised in full no later than October 19, 2009.

The purpose of the offering is to respond to the general financial needs of the Company, notably the development of the leasing activity, to diversify its financial resources and to contribute to extend the maturity profile of its financial resources.

The par value of the Bonds will represent an issue premium of between 25% and 30% over Neopost’s reference share price on Euronext Paris¹.

The Bonds will bear interest at a nominal annual rate of between 3.75% and 4.50%, payable annually in arrears on February 1^st of each year, commencing on February 1^st, 2010. For the period from and including October 21, 2009, the issue date, up to and including January 31, 2010, the coupon will be payable on February 1^st, 2010 (or on the following business day if such date is not a business day) and will be calculated on a prorata temporis basis.

The Bonds will be issued at par on October 21, 2009, the settlement and delivery date, and will mature and be redeemed at par on February 1^st, 2015. The conversion / exchange ratio of the Bonds will be one new and/or existing Neopost share per Bond, subject to potential further adjustments. The Bonds may be redeemed prior to maturity at the option of Neopost subject to certain conditions.

The final terms of the Bonds are expected to be fixed on October 13, 2009.

About Neopost

Neopost is the European leader and number two world-wide supplier of mailing solutions. It has a direct presence in 15 countries, with 5.400 employees and annual sales of €918 million in 2008. Its products and services are sold in more than 90 countries, and the Group has become a key player in the markets for mailroom equipment and logistics solutions. The Group supplies the most technologically advanced solutions for franking, folding/ inserting and addressing as well as logistics management and traceability. Neopost also offers a full range of services, including consultancy, maintenance and financing solutions.Or visit our web site: www.neopost.com

This press release does not constitute an offer to purchase the Bonds, and Bonds will not be offered to the public in any jurisdiction other than France, where the offering will take place as described below.

In France,

• the offering of the Bonds will be made initially through a private placement to persons falling within Article L. 411-2-II of the French Financial and Monetary Code; and
• following the private placement, a prospectus will be submitted to the French Autorité des marchés financiers (the "AMF”) for a visa in order to permit the public in France to subscribe for the Bonds for a period of three stock exchange trading days.

This offering is managed by CALYON, Lazard-NATIXIS and Société Générale Corporate & Investment Banking acting as Joint Lead Managers and Joint Bookrunners.

INFORMATION CONCERNING THE TRANSACTION

Key components of the offering

Indicative timetable of the issue

Terms of the Bonds

DISCLAIMER

This press release must not be published, released or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

This press release and the information contained herein do not constitute an offer to sell or subscribe for, nor the solicitation of an order to purchase or subscribe for, securities in the United States or in any other jurisdiction. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.

The offer and sale of the Bonds in France will first be carried out in a private placement to persons falling within article L.411-2-II of the French Financial and Monetary Code. The offer will be made to the public in France only after the granting of the "visa” by the French Market Authority (Autorité des marches financiers) on the Prospectus.

With respect to the member States of the European Economic Area, other than France, which have implemented the Directive EC/2003/71 called the "Prospectus Directive” (each, a "relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member State. As a result, the Bonds may only be offered in relevant member States:

(I) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to place securities;

(II) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million; and (3) an annual net turnover of more than € 50 million, as per its last annual or consolidated accounts;

(III) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the prospectus directive.

Concerning the United States of America, the securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("US Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. Neopost does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States. The Bonds are only being offered and sold outside of the United States in offshore transactions in accordance with Rule 903 of Regulation S under the US Securities Act ("Regulation S”). Terms used in the present paragraph have the meanings given to them in Regulation S.

Concerning the United Kingdom, this document is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA”), in connection with the issue or sale of the Bonds and the new or existing shares to be issued upon conversion or exchange of the Bonds (the "Securities”). This document is only directed at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, (the ("Order”) or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.”) of the Order (these persons mentioned in paragraphs (i), (ii) and (iii) together being referred to as "Relevant Persons”). The Securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof.

Concerning Italy, no prospectus relating to the Bonds has been registered in Italy, with the Commissione Nazionale per le Società e la Borsa ("CONSOB”) in accordance with the Legislative Decree No. 58 of February 24, 1998, as modified (the "Financial Services Act”), and the CONSOB Regulation No. 11971 of May 14, 1999, as modified (the "Issuers’ Regulation”). Accordingly, the Bonds have not been and will not be offered, transferred or delivered, directly or indirectly, in an offer to the public ("offerta al pubblico”) in Italy and no copies of the French Prospectus or any other document relating to the Bonds may be or will be distributed in Italy, unless an exemption applies.

Therefore, the Bonds may not be offered, transferred or delivered in Italy unless copies of the French Prospectus and any other document relating to the Bonds are distributed or made available exclusively:

(a) to qualified investors (investitori qualificati), as defined in Article 34-ter, paragraph 1, letter b) of the Issuers’ Regulation, pursuant to Article 100 of the Financial Services Act ; or

(b) in any other circumstances where an exemption from the rules governing offers to the public applies, pursuant to and in accordance with Article 100 of the Financial Services Act and Issuers’ Regulation.

Moreover, any offering, transfer, or delivery of the Bonds in Italy or the distribution in Italy of copies of the French Prospectus or any other document relating to the Bonds as provided in paragraphs (a) and (b) above must also be realized in accordance with all applicable Italian laws and regulations concerning the securities market, tax matters, exchange controls and any other applicable legal and regulatory provision, and must, in particular, be realized:

(i) via investment firms, banks or financial intermediaries authorized to carry out such activities in Italy in accordance with the Financial Services Act, the Legislative Decree No. 385 of September 1, 1993, as amended (the "Banking Law”), and the CONSOB Regulation No. 16190 of October 29, 2007, as amended; and

(ii) in conformity with any other applicable law and any other term or restriction that may be, from time to time, imposed by the CONSOB, the Bank of Italy and/or any other Italian authority.

Any person purchasing Bonds in the offering assumes the entire responsibility for ensuring that any offer or resale of the Bonds so purchased occurs in accordance with all applicable Italian laws and regulations. No person resident or located in Italy other than the original addressees of the French Prospectus should rely on it or its content.

Article 100-bis of the Financial Services Act affects the transferability of the Bonds in Italy to the extent that any placement of the Bonds is made solely with qualified investors and such Bonds are then systematically resold to non qualified investors on the secondary market at any time in the 12 months following such placement. Where this occurs, if no prospectus in compliance with the Prospectus Directive has been published, purchasers of Bonds who are acting outside of the ordinary course of their business or profession may in certain circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose premises the Bonds were purchased, unless an exemption provided for under the Financial Services Act applies.

Société Générale Corporate & Investment Banking , acting as stabilizing manager (or any other affiliated institution) will have the ability, but not the obligation, as from the moment on which the final terms of the Bonds and the offering become public, i.e. expected on October 13, 2009, to intervene, so as to stabilize the market for the Bonds and possibly the shares of Neopost, in accordance with applicable legislation, and in particular Regulation (EC) No. 2273/2003 of the Commission dated December 22, 2003. If implemented, such stabilization activities may be suspended at any time and will end at the latest on November 12, 2009, in accordance with Article 8.5 of CE Regulation No. 2273/2003. Such transactions are intended to stabilize the price of the Bonds and/or shares of Neopost. Such transactions could affect the price of the Bonds and/or shares of Neopost and could result in such prices being higher than those that might otherwise prevail.

¹ The reference price will be equal to the volume-weighted average price of Neopost shares on Euronext Paris from the opening of trading on October 13, 2009 until the final terms of the Bonds are fixed.