TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

investing in a business activity and/or company that competes with the Teleperformance Group, in any way whatsoever. In the event of departure, whatever the cause, Mr.bRigaudy shall receive a compensation capped at 1 year’s (fixed and variable) gross remuneration as consideration for the performance of executive duties, as an employee and/or executive director within the Group.This non-compete agreement was entered into on February 1 st , 2018. In accordance with the provisions of ArticlesbL.225-38 et seq . of the French Commercial Code, this non-compete agreement will be submitted to the approval of the shareholders’ meeting to be held on Aprilb20 th , 2018. a. Stock subscription or purchase options Stock subscription or purchase options granted to or exercised by executive officers during the financial year (information required in Tables 4 and 5 of the AMF recommendations) None. History of grants of stock options (information required in Table 8 of the AMF recommendations) None. Stock subscription or purchase options granted or exercised by the top 10 beneficiaries other than executive officers (information required in Table 9 of the AMF recommendations) None. b. Performance shares and equivalent schemes During the financial year 2017, no performance shares were granted in favour of Mr.bDaniel julien, Mr.bPaulo César Salles Vasques and Mr.bOlivier Rigaudy. 4.2.2.3 Grant of stock options and performance shares to executive officers

Non-compete agreement of Mr. Paulo César Salles Vasques

Mr.bSalles Vasques is subject to a non-compete agreement with terms similar to those governing the non-compete clause contained in his employment agreement before his appointment as Chief Executive Officer and amendments to the AFEP-MEDEF code on Juneb2013. The agreement was authorized by the Board of Directors on Novemberb25 th , 2013band approved at the shareholders’ meeting held on Mayb7 th , 2014.and includes commitments fromMr.bSalles Vasques regarding confidentiality, non-sollicitation and non- competition. In this regard, Mr.bSalles Vasques refrains 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 his departure. In the event of departure whatever the cause, Mr.bSalles Vasques would be entitled to receive a compensation capped at 2 years’ gross remuneration determined on the basis of either (i) the aggregate annual gross remuneration (fixedb+bvariable) received over the calendar year preceding his departure, or, if higher, (ii)bthe average annual gross remuneration over the preceding three years. The Board of Directors, concerned with protecting the interests of the Group and its stakeholders (employees, clients, shareholders, partners) implemented the non-compete agreement as of Octoberb13 th , 2017, the date of the end of the term of office of Mr.bPaulo César Salles Vasques as Chief Executive Officer. The latter is therefore bound by a non-compete and non-poaching obligation for a period of 2 years, i.e . until Octoberb13 th , 2019, under which the non-compete compensation due corresponds to an amount equal to 2 years of his gross remuneration (fixed and variable) for the 2016bfinancial year, i.e . US$8,600,000 ( i.e . €7,617,360). Non-compete agreement of Mr. Olivier Rigaudy The Board of Directors, upon recommendation of the Remuneration and Appointments Committee, authorized the conclusion of a non-compete agreement between TeleperformancebSE andMr.bOlivier Rigaudy, Deputy Chief Executive Officer. In this regard, Mr.bRigaudy undertakes to refrain, with no restrictions on the country, and for a period of 1 year following his departure, from (i) collaborating with, (ii) taking part in, and (iii)

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Teleperformance bb - bb Registration documentbb 2017