TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.2 Remuneration of directors and executive officers

grant of performance shares. Special grants may be made during the interim period, but these are reserved for employees or corporate officers joining the Group and are also subject to performance and presence criteria measured and assessed over a three-year period; ■ the number of performance shares granted to a beneficiary is determined in accordance with his or her role and responsibilities and, where applicable, local considerations; ■ long-term incentive plans are subject to the same rules and performance and presence criteria as performance share grants; ■ if a beneficiary leaves the Company, he or she does not retain the shares granted under a performance share or long-term incentive plan and not yet definitively vested, unless otherwise decided by the Board of Directors which would decide in compliance with the recommendations of the AFEP-MEDEF code in this respect; ■ executive officers must retain at least 30% of shares vested until the end of their term of office. executive officers have taken the commitment not to engage in hedging transactions (see sectionb4.3.3 of the 2017 Registration Document). This remuneration structure is reviewed every year by the Board of Directors, based on the works of the Remuneration and Appointments Committee. At that time, the Board discusses the appropriateness of reviewing the remuneration or the remuneration structure in light of specific events (new functions, acquisitions, integration of acquired businesses, new markets etc.) affecting the Company, the Group or its organizational structure. In any event, the Board of Directors ensures that the core principles of its remuneration policy, as set out in paragraphb24.1.2 of the AFEP-MEDEF code, are followed. In drawing up its recommendations on 2018bremuneration, the Remuneration and Appointments Committee has taken into account in particular the results of the votes expressed by shareholders at the meetings held on Aprilb28 th , 2016band Juneb23 rd , 2017, the Group’s evolution, its environment and its activities as well as the new governance structure implemented by the Board of Directors at its meeting held on Octoberb13 th , 2017. c. Principles and criteria for the determination, allocation and grant of elements comprising the total remuneration and benefits of all kind due to executive officers for 2018 Upon proposal by the Remuneration and Appointments Committee, the Board at its meeting held on Novemberb30 th , 2017, set the principles and criteria for the determination, allocation and grant of the elements comprising the total remuneration and benefits of all kind for the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer. For 2018, the Board of Directors thus decided, for the fifth consecutive year, to maintain unchanged the global maximum amount of the remuneration, fixed and variable parts, of the Chairman and Chief Executive Officer (same amounts since 2013). However, in order to take into account the wish expressed by certain shareholders, Mr.bDaniel Julien informed the Board of his agreement on a reduction of the fixed part of this total remuneration. The Board of Directors has thus decided to reduce it to half of the total amount of his remuneration (compared to

70% for previous years since 2013) and to increase the variable portion of his total remuneration to the other half (compared to 30% in previous years since 2013). On the occasion of the appointment of Mr.bOlivier Rigaudy as Deputy Chief Executive Officer, the Board of Directors decided not to suspend his employment contract as Group Chief Financial Officer, entered into on Februaryb1 st , 2010, all of the provisions of which, including financial terms and conditions, therefore continue to apply to the performance of his employment duties. At its meeting held on Novemberb30 th , 2017, the Board of Directors took note of the compensation elements of Mr.bOlivier Rigaudy in respect of his unchanged salaried positions for the year 2018band determined those relating to his office applicable as of Januaryb1 st , 2018. On this occasion, it took into account the compensation elements paid by the Group (term of office of Deputy Chief Executive Officer and employment contract) in order to establish an amount in accordance with the allocation principles established for the Chairman and Chief Executive Officer, i.e . 50% of fixed part and 50% of variable part. The Board also questioned the continuation of the proposed remuneration for the roles of Chairman and Chief Executive Officer, on the one hand, and Deputy Chief Executive Officer on the other hand, in the event of a change in the governance structure or appointment of a new executive from outside the Group. In such circumstances, the Board of Directors would conduct an overall analysis of the position of the executive concerned, it being specified that the compensation and its criteria would be set in accordance with the existing practices within the Group and the principles consistently affirmed. The expertise and individual experience of the executive concerned would also be taken into consideration. For 2018, the fixed part of the remuneration of the Chairman and Chief Executive Officer, Mr.bDaniel Julien, was set at the gross amount of US$2,625,000 (compared to US$3,750,000 for each preceding years since 2013). Annual variable remuneration The maximum amount of the variable remuneration of the Chairman and Chief Executive Officer for 2018, was set at a gross amount of US$2,625,000. The performance criteria for said variable remuneration were defined by the Board of Directors upon recommendation of its Remuneration and Appointments Committee, at its meeting held on Novemberb30 th , 2017. These conditions consist in performance criteria based, for 80% of the maximum amount, on quantitative criteria (in equal parts, achievement of levels of revenues and EBITA) and, for 20%, on qualitative criteria (based on the mobilization and deployment of efforts in terms of external growth which is an element of the Group’s strategy). The expected levels of achievement of these conditions were set by the Board of Directors in a precise manner and are not made public for confidentiality reasons. The levels of achievement will be effectively noted and acknowledged by the Board and disclosed retrospectively ( i.e ., for the 2018bremuneration, in the Registration Document for 2018bpublished in 2019). 1. Structure and criteria of determination of the remuneration of the Chairman and Chief Executive Officer Fixed remuneration

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