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. Paulo César Salles Vasques (in euros – prorated until October 13 th , 2017)

2017 (1)

2016 (1)

Amounts due Amounts paid (2)

b

Amounts due Amounts paid (2)

Fixed remuneration

2,141,209 1,371,125 1,040,174 (4)

2,369,730 1,371,125 1,066,430

2,796,748

2,780,488

Compensation for notice period (3) Annual variable remuneration Multi-year variable remuneration Exceptional remuneration Non-compete compensation

-

-

1,087,624

1,011,743

n/a n/a

n/a n/a

n/a n/a

n/a n/a

7,617,360

0 (5)

-

-

Directors’ fees Benefits in kind

n/a

n/a

n/a

n/a

56,198

56,198

56,702

56,702

TOTAL

12,226,066

4,863,483

3,941,074

3,848,933

(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 amount corresponds to the six-month notice period not performed at the Board’s request, which Mr.bPaulo César Salles Vasques was obliged to, in respect of his office as co-Chief Executive Officer of Teleperformance Group, Inc., US subsidiary of Teleperformance SE, i.e. US$1,548,000 (€1,371,125). (4) The payment of the variable remuneration for 2017bis subject to the approval of the remuneration elements paid or grnated in respect of 2017bby the shareholders’ meeting to be held on Aprilb20 th , 2018bpursuant to the provisions of ArticlebL.225-100 of the French Commercial Code. (5) The payment of the non-compete compensation will be made in 2018.

Details of remuneration for the 2017 financial year For financial year 2017, the remuneration elements is in compliance with the remuneration policy approved by the shareholders’ meetings held on Juneb23 rd , 2017. The Board of Directors, upon recommendations of its Remuneration and Appointments Committee, decided, on the occasion of the end of his term of office as Chief Executive Officer, to set the remuneration elements which were reduced prorata temporis as of Octoberb13 th , 2017, as well as the amount of the non-compete compensation in application of the non-compete agreement authorized on Novemberb 25 th , 2013b and approved by the shareholders’ meeting held on Mayb7 th , 2014. Fixed remuneration It is reminded that the amount of fixed remuneration of Mr.bSalles Vasques, as Chief Executive Officer, was set at US$3,096,000. Upon recommendation of the Remuneration and Appointments Committee, the Board of Directors set, on the basis of a prorata temporis until Octoberb13 th , 2017, the gross amount at US$2,417,425, i.e . €2,141,209. Furthermore, concerning his office as co-Chief Executive Officer of Teleperformance Group, Inc., US subsidiary of Teleperformance SE, Paulo César Salles Vasques was bound by a six-month notice period. Eager to ensure the full effectiveness of the new governance structure, the Board exercised its right to waive said notice period and to compensate it by the payment of an amount of US$1,548,000 ( i.e. , €1,371,125), representing the remuneration due and payable on this basis. Variable remuneration Upon recommendation of the Remuneration and Appointments Committee, the Board of Directors set the maximum amount of variable remuneration of Mr.bPaulo César Salles Vasques, for the 2017bfinancial year, at US$1,504,000 (compared to US$1,204,000 for the year 2016) subject to performance criteria.

These performance criteria as well as the number of maximum points granted are identical to those determined for Mr.bDaniel Julien, it being specified that personal involvements are taken into account in the determination of the achievement of the qualitative criteria (see above). 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.bSalles Vasques at a gross amount of US$1,174,356, i.e .b€1,040,174, reduced prorata temporis until Octoberb13 th , 2017. Pursuant to the provisions of ArticlebL.225-100 of the French Commercial Code, the payment of this prorated amount is subject to the approval of the remuneration elements paid or granted in connection with financial year 2017bby the shareholders’ meeting to be held on Aprilb20 th , 2018. Compensation under the non-compete agreement dated November 25 th , 2013 With a view to protecting the interests of the Company and its shareholders, the Board of Directors held on Novemberb25 th , 2013, authorized the conclusion of a non-compete agreement between Teleperformance SE, Teleperformance Group, Inc. and Mr.bPaulo César Salles Vasques, appointed Chief Executive Officer in May 2013. It is reminded that the modalities of this agreement are similar to those governing the non-compete clause contained in his employment agreement before his appointment as Chief Executive Officer and the amendment to the AFEP-MEDEF code in June 2013. The non-compete agreement was approved, at 83.89%, by the shareholders’ meeting held on Mayb7 th , 2014. Pursuant to the terms of this agreement, Mr.bPaulo César Salles Vasques refrains

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Teleperformance bb - bb Registration documentbb 2017