TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.2 Remuneration of directors and executive officers

4.2.2.2 Undertakings taken in favor of executive officers

 Table 11 of the AMF recommendations – Summary of undertakings taken in favor of executive officers

Payments or benefits due or to be due upon termination or change of responsibilities

Payments relating to a non-compete agreement

Employment contract

Additional pension scheme

Executive Officer

Daniel Julien (1)

No No Yes

No No No

No No No

Yes Yes Yes

Paulo César Salles Vasques (2)

Olivier Rigaudy (3)

(1) Executive Chairman then Chairman and Chief Executive Officer since Octoberb13 th , 2017. (2) Chief Executive Officer until Octoberb13 th , 2017. (3) Deputy Chief Executive Officer since Octoberb13 th , 2017.

Employment contract The Chairman and Chief Executive Officer is not bound to the Company or any of its subsidiaries by an employment contract. Mr.bSalles Vasques, Chief Executive Officer until Octoberb13 th , 2017, did not have an employment contract with the Company or any of its subsidiaries. His employment contract with Teleperformance Group, Inc. had been terminated on Mayb30 th , 2013, when he was appointment Chief Executive Officer of the Company. With regard to Mr.bOlivier Rigaudy, his employment contract as Group Chief Financial Officer dated Februaryb1 st , 2010, and therefore prior to his appointment, was maintained by decision of the Board of Directors of Octoberb13 th , 2017. Indeed, Mr.bRigaudy, as Group Chief Financial Officer, performs technical functions, distinct from those related to his office as Deputy Chief Executive Officer, including the facilitation and supervision of financial and legal departments, the relations with banking institutions as part of the Group’s financing operations, the monitoring of the Group’s accounting closings. As part of his office, he is required to take on additional functions of a more political nature and logic such as the implementation of the Group’s overall strategy in accordance with the orientations set by the Board of Directors and the Chairman and Chief Executive Officer or the participation in the preparation of the Company’s development plan as well as structural changes of the Group. As a result, Mr.b Olivier Rigaudy continues to receive, in consideration for his duties as Group Chief Financial Officer, the remuneration provided for under his employment contract. For the 2017bfinancial year, it consists in a fixed (gross) remuneration of €520,000 and a maximum variable remuneration (gross) of €220,000. It is unchanged for 2018band is taken into account in the determination of the total remuneration and of the weight of the fixed and variable parts. Additional pension scheme The executive officers do not benefit from any additional pension scheme. Payments or benefits due or to be due upon termination or change of responsibilities The executive officers are not entitled to any payments or benefits due or to be due as a result of termination of their appointment or a change in their responsibilities.

Payments relating to a non-compete agreement Non-compete agreement of Mr. Daniel Julien With the concern of protecting the Group’s interests, the Board of Directors authorized the conlusion of a non-compete agreement between the Group and Mr.bDaniel Julien since 2006. This agreement was concluded on Mayb18 th , 2006band approved by the shareholders’ meeting held on Juneb1 st , 2006. It was subsequently amended by the decisions of the Board of Directors of Mayb31 st , 2011band Novemberb30 th , 2011, approved by the ordinary shareholders’ meeting held on Mayb29 th , 2012. At its meeting held on Novemberb30 th , 2017, the Board of Directors decided to authorize the amendment of the terms of the non-compete agreement between TeleperformancebSE, Teleperformance Group, Inc. and Daniel Julien, in order to limit the duration of the non-competition and non-poaching obligations at 2byears. This undertaking will be remunerated by a compensation limited to 2byears of remuneration (fixed and variable). The agreement thus amended is a continuation of the policy on this matter and the will of the Board to protect the best interests of the Group and all its stakeholders (customers, employees, shareholders) in case of departure, whatever the cause, of Mr.bDaniel Julien. It will also limit the financial impact for the Group insofar as the amount of the remuneration provided in consideration for the obligations incumbent on Daniel Julien is reduced.The amendment to the agreement was entered into on December 1 st , 2017. In accordance with the provisions of ArticlesbL.225-38 et seq . of the French Commercial Code, the amendments thus made to the non-compete agreement of Mr.bDaniel Julien will be submitted to the approval of the shareholders’ meeting to be held on Aprilb20 th , 2018. It is reminded that this agreement contains commitments, by Mr.bJulien, of non-competition and non-poaching. As such, Mr.bJulien is prohibited, for a period of 2 years, in all countries in which the Group operates at the time of the effective date of departure, directly or indirectly, to collaborate or participate, in any way whatsoever (in particular, as an employee, executive, external consultant...), in a business activity and/or a company that competes with the Group. In addition, he refrains from soliciting, directly or indirectly, the senior managers of the Group during the same period. The agreement provides for a nine-month mutual notice in the event of termination of employment within the Group. In consideration for the commitments thus undertaken, Mr.bJulien would benefit from a compensation capped at two years of gross remuneration (fixed and variable) paid in respect of the calendar year preceding the year of departure.

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Teleperformance bb - bb Registration documentbb 2017