TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.2 Remuneration of directors and executive officers

 Table 2 of the AMF recommendations – Summary remuneration table of Mr. Daniel Julien (in euros)

2017 (1)

2016 (1)

Amounts due Amounts paid (2)

b

Amounts due

Amounts paid (2)

Fixed remuneration

3,321,523 1,328,609 (3)

3,321,523 1,328,609

3,387,534 1,355,014

3,387,534 1,355,014

Annual variable remuneration Multi-year variable remuneration

n/a n/a n/a

n/a n/a n/a

n/a n/a n/a

n/a n/a n/a

Exceptional remuneration

Directors’ fees Benefits in kind

55,450

55,450

56,728

56,728

TOTAL

4,705,583

4,705,583

4,799,276

4,799,276

(1) Remuneration denominated in a foreign currency for a given year is converted into euros at the average exchange rate for the year. (2) The remuneration paid includes the portion of the remuneration payable in respect of the current financial year and the balance of the remuneration payable in respect of the previous financial year and not paid during that year. (3) The payment of the variable remuneration in respect of financial year 2017bis subject to the approval of the remuneration elements paid or granted for 2017bby the shareholders’ meeting to be held on Aprilb20 th , 2018, pursuant to the provisions of articlebL.225-100 of the French Commercial Code.

Details of remuneration for the 2017 financial year For financial year 2017, the remuneration elements is in compliance with the remuneration policy as approved by the shareholders’ meetings held on Juneb23 rd , 2017. Fixed remuneration For 2017, the fixed remuneration of Mr.bDaniel Julien, Executive Chairman until Octoberb13 th , 2017bthen Chairman and Chief Executive Officer, was maintained at the gross amount of US$3,750,000 ( i.e . €3,321,523) (unchanged since 2013). Variable remuneration Upon recommendation of the Remuneration and Appointments Committee, the Board of Directors set the amount of variable remuneration at the maximum amount of US$1,500,000 (unchanged since 2013), subject to performance criteria. The maximum annual variable part represented 28% of his total remuneration. The Board of Directors set the quantitative and qualitative performance criteria, described below, which enable the calculation of the 2017bvariable remuneration. The Board has introduced a point-based calculation system, in order to determine the full or partial fulfillment of said criteria. The maximum number of points that may be granted for the various quantitative and qualitative criteria is 80band 20bpoints respectively. Taking into account the results, the recommendations of the Remuneration and Appointments Committee, and after approval of the Audit and Compliance Committee on financial items, the Board of Directors, at its meeting held on Februaryb28 th , 2018, set the amount of the variable remuneration for 2017bof Mr. Daniel Julien at a gross amount of US$1,500,000, i.e . €1,328,609. Pursuant to the provisions of ArticlebL.225-100 of the French Commercial Code, the payment of the variable remuneration is subject to the approval of the remuneration elements paid or granted in respect of 2017bby the shareholders’ meeting to be held on Aprilb20 th , 2018. The breakdown by criteria is described hereafter.

Quantitative criteria The quantitative criteria, which have an 80-point weighting, relate to the growth rate in revenue and the EBITA, and represent the performance achieved by the Group throughout the network and exclude the impact of currency and perimeter effects for the turnover criterion and excludes non-recurring items with respect to the criterion related to EBITA. At its meeting held on Februaryb28 th , 2018, the Board of Directors, upon recommendation of its Remuneration and Appointments Committee, which met on Februaryb27 th , 2018, reviewed the level of achievement of the quantitative targets and criteria and concluded that the level achieved was equivalent to 80bpoints. The table below sets out the number of points, the targets set by the Board and the level of achievement confirmed by the Board at its meeting held on Februaryb28 th , 2018.

 Current EBITA margin ratio

Number of points awarded

Target

0bpoints 10bpoints 20bpoints 30bpoints 40bpoints

less than 12.5%

equal to 12.5% and less than 12.8% equal to 12.8% and less than 13.0% equal to 13.0% and less than 13.1%

equal to 13.1% and above

As to this criterion, upon recommendations of the Audit and Compliance Committee and of the Remuneration and Appointments Committee, the Board of Directors noted that the EBITA margin amounted to 13.3%, and granted 40bpoints.

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Teleperformance bb - bb Registration documentbb 2017