TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

from (i) collaborating with, (ii) taking part in, and (iii) investing in a business activity and/or company that competes with the Teleperformance Group in any way, with no restrictions on the country, for a period of 2 years following the end of his executive functions. He also refrains from soliciting employees, executives and clients of the Group. In consideration of these confidentiality, non-compete, non- solicitation and non-poaching undertakings, and whatever the cause of his departure, the non-compete compensation is capped at 2 years’ gross remuneration determined on the basis of either (i) the aggregate annual gross remuneration (fixed and variable) received over the calendar year preceding his departure, or, if higher, (ii) the average annual gross remuneration over the past three years. In application of the terms of the non-compete agreement, the Board of Directors set the amount of the compensation at US$8,600,000 ( i.e. €7,617,360), representing 2 years’ gross remuneration (fixed and variable) paid in respect of 2016. This non-compete compensation will be paid by Teleperformance Group, Inc. in 2018. Long-term remuneration During financial year 2017, no performance shares or shares under a long-term incentive plan were granted to Mr.bPaulo César Salles Vasques. Under the long-term remuneration plan implemented in April 2016, it is reminded that 175,000 performance shares were granted to him subject to presence and performance conditions. The performance criteria, as well as the rules and levels of achievement are described in sectionb4.2.2.3 of the 2017 Registration Document. In application of the recommendation 24.5.1 of the AFEP-MEDEF code, the Board of Directors, at its meeting held on Octoberb13 th , 2017, decided that the right of Mr.bSalles Vasques to acquire these performance shares had to be reduced porata temporis so as to take into account only the portion of the plan’s three-year term during which he held office.as Chief Executive Officer and was in charge of executive functions. The maximum number of performance shares that may be vested at the end of this period is therefore reduced to 104,041. These performance shares are subject to the performance criteria initially set. In addition, the Board, in the agreement with Mr.bPaulo César Salles Vasques, has, furthermore, subjected the vesting of 50% of these 104,041 shares, not only to the initial conditions, but also to the achievement of objectives in relation to his duties at Teleperformance CRM SA, Brazilian subsidiary, that he agrees to pursue in order to help the keeping and development of activities of the Group in Brazil. Always with a view of protecting the interests of the Group and its stakeholders, the Board has been vigilant on the economic situation of the Group in Brazil. The additional criteria consit mainly in the securization, for the long- term, of relationships with clients in Brazil created and developed by Mr.bSalles Vasques during the period in which he was leading Brazilian operations but also following his appointment as Chief Executive Officer. It is reminded that Brazilian operations count about 17,000 employees and represent about 5% of the Group's revenues.

Benefits in kind The benefits in kind granted to Mr.bSalles Vasques consisted of a company car, a healthcare insurance plan and the matching contribution for 2017bpaid as part of the non-qualified deferred compensation plan described above. c. 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. Olivier Rigaudy, in respect of his term of office as Deputy Chief Executive Officer since October 13 th , 2017 At the time of Mr.bOlivier Rigaudy’s appointment as Deputy Chief Executive Officer on Octoberb13 th , 2017, the Board of Directors decided to maintain his employment contract binding him to the Company as Group Chief Financial Officer, since Februaryb1 st , 2010. The Board considered that the duties of Mr.bRigaudy in respect of his office corresponds to a mission to be distinguished from his employees’ and technical duties. Indeed, given the size of the Teleperformance Group, Mr.bDaniel Julien, Chairman and Chief Executive Officer, wished to have the possibility of entrusting a Deputy Chief Executive Officer with missions related to the general management and, in particular, the representation of the Company, and that this Deputy Chief Executive Officer be a trusted person, based in France and with a solid knowledge of the Group. He thus proposed to the Board of Directors the candidacy of Mr.bOlivier Rigaudy. Mr.bOlivier Rigaudy, assuming the duties of Chief Financial Officer since 2010, it was essential that he continues to perform these duties in accordance with his employment contract, in complete independence from the assistance mission of the Chairman and Chief Executive Officer, attached to the function of Deputy Chief Executive Officer. In this context, the continuation of Mr.bRigaudy’s employment contract is in line with the recommendation 21bof the AFEP- MEDEF code which provides that the employment contract of the executive director must be terminated when he or she is appointed, as this recommendation does not apply to the Deputy Chief Executive Officer. At its meeting held on Novemberb30 th , 2017, the Board decided to set up his remuneration in respect of his duties of Deputy Chief Executive Officer as of Januaryb1 st , 2018. Accordingly, Mr.bRigaudy did not receive any remuneration or benefit of any kind, in respect of his office, in 2017.

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Teleperformance bb - bb Registration documentbb 2017