TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.2 Remuneration of directors and executive officers

 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

Amounts subject to vote * Comments

b

Termination payment Non-compete compensation

n/a

Mr.bSalles Vasques does not benefit from any indemnity or payment in connection with the termination of his position. It is reminded that Mr.bSalles Vasques is bound by 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 amendment to the AFEP-MEDEF code in Juneb2013. This agreement was entered into in Novemberb25 th , 2013band approved, by 83.89%, at the shareholders’ meeting held on Mayb7 th , 2014. Pursuant to the terms of this agreement, 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 the termination date 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)bthe average annual gross remuneration over the preceding three years. In application of the terms of the agreement, the Board of Directors, set the compensation amount at US$8,600,000 ( i.e . €7,617,360), representing 2 years of gross remuneration (fixed and variable) paid for the 2016bfinancial year. This non-compete compensation will be paid in 2018.

US$8,600,000, i.e., €7,617,360 (to be paid in 2018)

Additional pension scheme

n/a Mr.bSalles Vasques does not benefit from any additional pension scheme.

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

4.2.3.3 Remuneration elements paid or granted, in respect of his term of office, to Olivier Rigaudy, Deputy Chief Executive Officer since October 13 th , 2017, in respect of the 2017 financial year

 Remuneration elements paid or granted, in respect of his term of office, for 2017 financial year

Amounts or book value subject to vote

b

Comments

Fixed remuneration

€0

In respect of his office as Deputy Chief Executive Officer, Mr.bOlivier Rigaudy did not receive any remuneration for the 2017bfinancial year. In respect of his office as Deputy Chief Executive Officer, Mr.bOlivier Rigaudy did not receive any remuneration for the 2017bfinancial year. Mr.bRigaudy does not benefit from any multi-year variable remuneration. Mr.bRigaudy 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.bRigaudy by the Company or one of its subsidiaries. Mr.bRigaudy does not receive any directors’ fees from the Company or its subsidiaries. Mr.bRigaudy does not receive any benefits in kind in respect of his term of office. Mr.bRigaudy does not benefit from any exceptional remuneration.

Annual variable remuneration

€0

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

n/a

Benefits in kind

n/a

 Remuneration elements paid or granted, in respect of his term of office, 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 payment

n/a

Mr.bRigaudy does not benefit from any indemnity or payment in connection with the termination of his position. Mr.bRigaudy, Deputy Chief Executive Officer, is bound by a non-compete agreement authorized by the Board of Directors at its meeting held on Novemberb30 th , 2017, entered into on February 1 st , 2018 which approval is submitted to the shareholders’ meeting to be held on Aprilb20 th , 2018 (5 th bresolution) and is detailed in section b4.2.2.2 of the 2017 Registration Document. Mr.bRigaudy does not benefit from any additional pension scheme.

Non-compete compensation No payment

Additional pension scheme n/a

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Teleperformance bb - bb Registration documentbb 2017