TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

good relationships and performances observed in terms of sales development, in particular in the video canal segment, and the development and growth of high Specialized services in terms of diversification of offers and services proposed. As a result, it was decided that the number of points granted was of 20bout of the 20bpoints allocated to these qualitative criteria. Long-term remuneration During financial year 2017, no performance shares or shares granted under a long-term incentive plan were granted to Mr.bDaniel Julien. Benefits in kind The benefits in kind granted to Mr.bJulien consist of a company car, a healthcare insurance plan and the matching contribution for 2017bpaid as part of the non-qualified deferred compensation plan. This mechanism of non-qualified deferred compensation plan, similar to a deferred savings scheme, set up by the US subsidiary, Teleperformance Group, Inc, enables the beneficiaries to defer, at their own initiative, a portion of their remuneration limited to US$200,000 per year. Once deferred, Teleperformance Group,bInc. then matches 25% of this amount with a limit fixed at US$50,000 per year. As of Decemberb31 st , 2017, Mr.bJulien deferred the payment of US$200,000 matched by Teleperformance Group, Inc. to a total of US$50,000, i.e . €44,287.

 Organic revenue growth (excluding currency gains and losses)

Number of points awarded

Target

0bpoints 10bpoints 20bpoints 30bpoints 40bpoints

less than 3%

equal to 3% and less than 4% equal to 4% and less than 5% equal to 5% and less than 6%

equal to 6% 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 organic revenue growth amounted to 9%, and granted 40bpoints. The total number of points granted was therefore of 80bout of the 80bpoints allocated to these quantitative criteria. Qualitative criteria The qualitative criteria, which have a 20-point weighting, relate to the successful integration of Language Line Solutions (LLS) (in particular, the keeping of executive teams, the development of sales…) and the continuation of the development and growth of the high Specialized services. With regard to these qualitative criteria, the Board noted, and welcomed, the harmonious conditons of the LLS integration within the Group which results in the keeping of executive teams,

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b. 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. Paulo César Salles Vasques, Chief Executive Officer until October 13 th , 2017 The reuneration elements related to the Chief Executive Officer cover the period from Januaryb1 st , 2017buntil Octoberb13 th , 2017, date on which his office ended.

 Table 1 of the AMF recommendations – Summary table on remuneration and stock options and shares granted to Mr. Paulo César Salles Vasques (in euros – prorated until October 13 th , 2017)

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)

12,226,066

3,941,074

n/a n/a

n/a n/a

n/a

13,160,000 17,101,074

TOTAL

12,226,066

* 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