TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.2 Remuneration of directors and executive officers

4.2.3.1 Remuneration elements paid or granted to Mr. Daniel Julien, Chairman of the Board of Directors until October 13 th , 2017 and Chairman and Chief Executive Officer since that date, in respect of the 2017 financial year

 Remuneration elements paid or granted in respect of 2017

Amounts or book value subject to vote *

b

Comments

Fixed remuneration

US$3,750,000, i.e., b€3,321,523

The gross fixed annual remuneration of Mr.bJulien was approved by the Board of Directors at US$3,750,000.This amount is unchanged since 2013band did not evolve following the taking up of the duties as Chief Executive Officer in October 2017. At its meeting held on Februaryb28 th , 2018, the Board of Directors, upon recommendation of the Remuneration and Appointments Committee, and after approval by the Audit and Compliance Committee of financial items, approved the amount of variable remuneration of Mr.bJulien for the 2017bfinancial year as follows: ■ with regard to the quantitative criteria (increase in revenues excluding currency gains and losses, and increase in the current EBITA margin ratio), the number of points granted was 80bout of the 80bpoints assigned; ■ with regard to the qualitative criteria the number of points granted was 20bout of the 20bpoints assigned. The amount of the 2017bvariable remuneration of Mr.bJulien has, accordingly, been set atbUS$1,500,000 i.e., €1,328,609. The performance criteria and their expected and recorded fulfillment levels are set out in sectionb4.2.2.1 a) of the 2017 Registration Document. Mr.bJulien does not benefit from any multi-year variable remuneration. Mr.bJulien does not benefit from any grant of stock purchase or subscription options. During the year 2017, no performance shares or equivalent scheme were granted to Mr.bDaniel Julien by the Company or one of its subsidiaries. It is reminded that the Group’s policy on the matter is to grant performance share every three years. The last grant was decided in April 2016. Mr.bJulien does not receive any directors’ fees from the Company or its subsidiaries. The benefits in kind granted to Mr.bJulien comprise a company car, healthcare insurance plan and the matching contribution for 2017bpaid under the non- qualified deferred compensation plan described in section b4.2.2.1 a) of the 2017 Registration Document. Mr.bJulien does not benefit from any exceptional remuneration.

Annual variable remuneration

US$1,500,000, i.e., b€1,328,609 (amount to be paid after approval of the shareholders’ meeting)

Multi-year variable remuneration in cash

n/a

Exceptional remuneration n/a

Stock options, performance shares or other grants of securities

n/a

Directors’ fees Benefits in kind

n/a

US$62,603, i.e., €55,450

* Remunerations in foreign currencies are converted into euros at the average annual rate.

 Remuneration elements paid or granted for 2017 financial year that are or have already been voted upon by the shareholders’ meeting under the procedure for regulated agreements and commitments

b

Amounts subject to vote

Comments

Termination payments

n/a

Mr.bJulien does not benefit from any indemnity or payment in connection with the termination of his position. As founder of the Group, Mr.bJulien is entitled to receive compensation under a non-compete agreement. This non-compete agreement, dating from 2006, was amended by decision of the Board of Directors at its meeting held on Novemberb30 th , 2017bin order to limit the duration of the obligations incumbent on Mr.bJulien at two years, remunerated by an compensation capped at two-years’ remuneration (fixed and variable). The amendment of the agreement, entered into on December 1 st , 2017, is submitted to the approval fo the shareholders’ meeting to be held on Aprilb20 th , 2018 (4 th bresolution) and is described in section b4.2.2.2 of the 2017 Registration Document.

Non-compete compensation No payment

Additional pension scheme n/a

Mr.bJulien does not benefit from any additional pension scheme.

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Teleperformance bb - bb Registration documentbb 2017