TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

Furthermore, the variable remuneration of the Chairman and Chief Executive Officer for 2018bis now subject to a clawback scheme that is triggered in the event that all or part of this remuneration was received as the result of an accounting fraud affecting the consolidated financial statements, for which the Chairman and Chief Executive Officer was responsible or acted as an accomplice. This scheme will be implemented if, during either of the two years following the year in which the Chairman and Chief Executive Officer received said remuneration, the Board of Directors identifies fraud on the part of the Chairman and Chief Executive Officer affecting the consolidated financial statements that served as the basis for granting the disputed variable remuneration and decides to make accounting entries recording the consequences of this fraud. The amount of variable remuneration that the Chairman and Chief Executive Officer would not have received if the fraud had not been committed will be repaid to the Company. It is specified that, in accordance with the provisions of Articles L.225-37-2 and L.225-100 of the French Commercial Code, the payment of the variable remuneration granted, in respect of financial year 2018, is subject to the approval by an ordinary shareholders’ meeting of the remuneration elements of the person concerned, paid or granted in respect of the preceding year, in respect of his office. Long-term remuneration (performance share grants and similar schemes) In application of its current policy in terms of grants of long-term remuneration (grants every three years), no shares, pursuant to one of the performance share plans or long-term incentive plans, will be granted during the year 2018bin favor of the Chairman and Chief Executive Officer. Benefits in kind Benefits in kind granted to the Chairman and Chief Executive Officer comprise a company car, healthcare insurance plan and the matching contribution, in case of deferred remuneration payment, under the non-qualified deferred compensation plan, which is similar to a deferred savings plan, described in sectionb4.2.2.1 a), (benefits in kind) of the present Registration Document. Deferred remuneration: compensation under non-compete undertakings and agreements The Chairman and Chief Executive Officer is bound to the Group by a non-compete agreement, the modalities of which, described in sectionb4.2.2.2 of the 2017 Registration Document, were amended by the Board of Directors held on Novemberb30 th , 2017bin order to limit at 2 years the duration of the non-compete and non-solicitation undertakings incumbent on the Chairman and Chief Executive Officer in the event of departure and at 2 years remuneration (fixed and variable) the amount of the indemnity compensating these undertakings. Other remuneration items The remuneration structure of the Chairman and Chief Executive Officer does not provide for compensation or remuneration granted upon the taking or termination of duties, exceptional remuneration, multi-year variable remuneration, additional or

complementary pension scheme, stock-option grants or the retention of performance shares, or equivalent scheme, in the event of departure (unless decided otherwise, in the latter case, by the Board of Directors which would decide in accordance with the recommendations of the AFEP-MEDEF code in this respect). 2. Structure and criteria of determination of the remuneration of the Deputy Chief Executive Officer Fixed remuneration For 2018, the fixed part of the remuneration of Mr.bOlivier Rigaudy, as Chief Executive Officer, is set at the gross amount of €80,000. Furthermore, it is reminded that Mr.bRigaudy, Deputy Chief Executive Officer, is bound to the Company by an employment contract as Group Chief Financial Officer since Februaryb1 st , 2010. In that regard, he will receive, in respect to his salaried functions, the remuneration set forth in his employment contract, i.e . an annual fixed (gross) remuneration of €520,000. Annual variable remuneration The maximum amount of the variable remuneration of the Deputy Chief Executive Officer was set at a gross amount of €380,000. Furthermore, it is reminded that Mr.bOlivier Rigaudy will receive in respect of his salaried functions of Deputy Chief Executive Officer, the remuneration set forth in his employment contract, i.e . a maximum variable (gross) remuneration of €220,000 for the 2018bfinancial year, determined on the basis of performance criteria specific to his technical and salaried duties. The performance criteria of the variable remuneration related to the term of office were defined by the Board of Directors upon recommendation of its Remuneration and Appointments Committee, at its meeting held on Novemberb30 th , 2017. They 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). Furthermore, the variable remuneration of the Deputy Chief Executive Officer for 2018bis now subject, such as for the Chairman and Chief Executive Officer, to a clawback scheme that is triggered in the event that all or part of this remuneration was received as the result of an accounting fraud affecting the consolidated financial statements, for which the Deputy Chief Executive Officer was responsible or acted as an accomplice. This scheme will be implemented if, during either of the two years following the year in which the Deputy Chief Executive Officer received said remuneration, the Board of Directors identifies fraud on the part of the Deputy Chief Executive Officer affecting the consolidated financial statements that served as the basis for granting the disputed variable remuneration and decides to make accounting entries recording the consequences of this fraud.

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Teleperformance bb - bb Registration documentbb 2017