TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

During the 2013bfinancial year, the US subsidiary, Teleperformance Group, Inc., implemented a long-term incentive plan settled in Teleperformance SE shares and involving the allotment of 150,000bshares each to Mr.bJulien and Mr.bSalles Vasques, following approval of the plan by the Board of Directors of Teleperformance SE. The definitive vesting of the shares is subject to presence and performance conditions that are identical to those approved by the Board of Directors at its meeting held on Julyb30 th , 2013bin favour of the Group’s main senior managers and executives. These conditions are described in sectionb3.5.2.4 of the 2016 Registration Document. The Board of Directors, at its meeting held on Februaryb24 th , 2016, upon recommendation of the Remuneration and Appointments Committee, and after approval of the Audit Committee, noted that, the conditions were met and that all the performance shares were definitively acquired by the beneficiaries who still met the attendance requirement as of Julyb30 th , 2016. On Aprilb28 th , 2016, the US subsidiary Teleperformance Group, Inc., implemented a new long-term incentive plan settled in Teleperformance SE shares and involving the allotment of 175,000bshares each to Mr.bJulien and Mr.bSalles Vasques, following approval of the plan by the Board of Directors of Teleperformance SE. The definitive vesting of the shares is subject to presence and performance conditions that are identical to those approved by the Board of Directors at its meeting held on Aprilb28 th , 2016bregarding the allotment of performance shares to the Group’s senior managers and executives. At the end of the three- year vesting period, Teleperformance Group, Inc. will be required to deliver to the beneficiaries the shares which would have

been previously purchased on the market. These performance conditions as well as the levels of achievement are described in sectionb3.2.4.3 Performance shares granted under no consideration –bPlan dated Aprilb28 th , 2016 (plan No 3) of the 2017 Registration Document. Following the termination of the executive functions of Mr.bSalles Vasques in the Group, the Board of Directors, at its meeting held on Octoberb13 th , 2017, decided that the latter retains the possibility of acquiring the 175,000 performance shares thus granted, under the terms and conditions of the long-term incentive plan, as he remains involved in the Group as non-executive Chairman and director of Teleperformance CRM SA in Brazil. However, so that only his period of effective work as Chief Executive Officer of the Company and co-Chief Executive Officer of Teleperformance Group Inc. be taken into account, the Board, with the acceptance of the interested party, decided to reduce prorata temporis the maximum number of performance shares that may be definitively acquired by Mr.bPaulo César Salles Vasques at 104,041 and to submit the acquisition at the end of the vesting period set forth in the long-term incentive plan, of 50% of these 104,041 shares not only to the conditions set out in the long-term incentive plan but also to the achievement by him of objectives within the framework of the duties retained in Brazil within Teleperformance CRM SA (see sectionb4.2.2.1 b) of the present Registration Document).  Performance shares that became available during financial year 2017 (information required under Table 7 of the AMF recommendations) None of the performance shares granted to Mr.bJulien, Mr.bSalles Vasques or Mr.bOlivier Rigaudy became available for sale or transfer during the financial year 2017.

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4.2.3 Shareholders’ vote on remuneration elements paid or granted to each executive officer in respect of the 2017 financial year

In accordance with the provisions of ArticlebL.225-100 of the French Commercial Code, the fixed, variable and exceptional elements of the total remuneration and benefits of all kind paid or granted to each executive officer in respect of the year ended are submitted to the shareholders’ vote.

It is then proposed to the shareholders’ meeting to be held on Aprilb20 th , 2018bto issue a favorable vote on the fixed, variable and exceptional elements of the total remuneration and benefits of all kind paid or granted to Mr.bJulien, Chairman of the Board of Directors until Octoberb13 th , 2017band Chairman and Chief Executive Officer since Octoberb13 th , 2017, Mr.bSalles Vasques, Chief Executive Officer until Octoberb13 th , 2017band Mr.bOlivier Rigaudy, Deputy Chief Executive Officer since that date, in respect of the year ended Decemberb31 st , 2017.

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Teleperformance bb - bb Registration documentbb 2017