TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

4.2.2 Remuneration of executive officers

4.2.2.1 Fixed, variable and exceptional

The remuneration elements paid to the executive officers of Teleperformance SE are determined by the Board of Directors, upon recommendation of the Remuneration and Appointments Committee. That Committee, which composition, missions and works are described in sectionb4.1.3.7.4 of the 2017 Registration Document, is chaired and composed in majority by independent directors. It prepares its recommendations on the basis of the Group’s policy on the matter and of observed market practices, in particular with regard to the need for competitiveness and consistency. The remuneration policy for executive officers of the Teleperformance Group is structured and established in order to address the Group’s imperatives. It is created and designed to accompany the Group’s long-term stategy. Pursuant to legal and regulatory provisions, the remuneration elements paid or granted in respect of financial year 2017bin accordance with the principles and criteria approved by the shareholders’ meeting held on Juneb23 rd , 2017 (see sectionsb4.2.2.1 to 4.2.2.3 and sectionb4.2.3 hereafter) and the remuneration policy for 2018 (see sectionb4.2.4 below), are submitted to the approval of the shareholders’ meeting to be held on Aprilb20 th , 2018band are presented below.

elements of the total remuneration and the benefits of all kind paid or granted to executive officers in 2017

The remuneration elements of Mr.bDaniel Julien, Chairman of the Board until Octoberb13 th , 2017band Chairman and Chief Executive Officer since that date, and of Mr.bPaulo César Salles Vasques, Chief Executive Officer until Octoberb13 th , 2017, were determined by the Board of Directors, upon recommendation of its Remuneration and Appointments Committee, at its meetings held on Decemberb11 th , 2015band Februaryb24 th , 2016. The remuneration elements for 2017bwere approved by the Board at its meetings held on Decemberb1 st , 2016band Februaryb28 th , 2017. Based on the principles and criteria for the determination, allocation and grant of elements comprising the total remuneration and benefits of all kind due to executive officers as approved by the shareholders’ meeting held on Juneb23 rd , 2017, the remuneration is paid, in its entirety or in its majority, by the US subsidiary, Teleperformance Group, Inc., of which Mr.bJulien is an executive Officer and of which Mr.bSalles Vasques was an executive Officer until Octoberb13 th , 2017 (it being specified that the latter received a part of his fixed remuneration from Teleperformance SE), with the exception of the variable remuneration for 2017bwhich payment is subject to the vote of the shareholders’ meeting to be held on Aprilb20 th , 2018. Mr.bOlivier Rigaudy, Deputy Chief Executive Officer since Octoberb13 th , 2017, did not receive any remuneration in respect of his office in 2017.

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a. Fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Daniel Julien, Chairman of the Board of Directors until October 13 th , 2017 and Chairman and Chief Executive Officer since that date

 Table 1 of the AMF recommendations – Summary table on remuneration and stock options and shares granted to Mr. Daniel Julien (in euros)

2017 *

b

2016*

Remuneration due in connection with the financial year (detailed in tableb2) Value of multi-year variable remuneration granted during the financial year Value of stock options granted during the financial year Value of performance shares granted during the financial year ** (detailed in tableb6)

4,705,583

4,799,276

n/a n/a

n/a n/a

n/a

13,160,000 17,959,276

TOTAL

4,705,583

* Remuneration denominated in a foreign currency for a given year is converted into euros at the average exchange rate for the year. ** It is reminded that the Group’s policy in terms of performance shares grants (or equivalent mechanisms) provides for a grant every three years. The valuation of the performance shares was determined according to the method used for the consolidated financial statements as at Decemberb31 st , 2016band taking into account the following elements. This grant is subject to presence and performance criteria (see sectionb 4.2.2.3 ). It is reminded that three criteria showing the best performance level out of the four criteria defined by the Board of Directors will be used to determine the number of shares definitively vested. Furthermore, given that one of the criteria is a market criterion (evolution of the share price compared to the SBF120 index), this criterion was taken into account in calculating the fair value of the performance shares. However, in accordance with the three best criteria rule, there is no guarantee that the market criterion will actually be applied. Accordingly, two fair values have been calculated. In application of the market criterion, the fair value was calculated at €48.51 per share. Excluding the market criterion, the fair value was calculated at €75.20 per share. As of Decemberb31 st , 2016, the fair value retained is €75.20.

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Teleperformance bb - bb Registration documentbb 2017