TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.3 Transactions on Company’s shares

4.3 Transactions on Company’s shares 4.3.1 Code of conduct relating to securities transactions

The Company complies with the position-recommendation No 2016-08 issued by the Autorité des marchés financiers (AMF-French Financial Markets Authority) on Octoberb26 th , 2016band with the AFEP-MEDEF code. The Board of Directors adopted a code of conduct regarding securities transactions at its Novemberb30 th , 2011bmeeting. This code specifies in particular the prohibition for

insiders and related persons from using and/or disclosing insider information, and from advising another person to do insiders trading on the Company’s financial instruments on the basis of insider information. The code was amended at the meeting of the Board of Directors held on Julyb27 th , 2016.

4.3.2 Determination of black-out periods

Transactions involving the purchase or sale of the Company’s securities or financial instruments are prohibited during the periods included between the date when insiders (1) become aware of specific information regarding the course of business or outlook which is likely to have a material influence on the share price if it were to be made public, and the date when that information is made public. In addition, transactions are also prohibited during a period of: ■ 30bcalendar days prior to the publication date (inclusive) of the press release of the (parent company and consolidated) annual and half-yearly financial statements; this period expires on the day following publication (at midnight); and ■ 15bcalendar days prior to the publication date (inclusive) of the press release of the quarterly reporting; this period expires on the day following publication (at midnight). Regarding the sale of performance shares in accordance with the Code of Conduct relating to securities transactions as amended on July 2016, it is strictly forbidden for beneficiaries of performance shares allocated free of charge to transfer their shares following the end of the lock-in period during the blackout periods defined below: ■ the period beginning 10btrading days before the date (inclusive) set for the publication of the press release of annual and

consolidated financial statements and expiring 3btrading days after the date of publication (inclusive) of such financial statements; ■ the period beginning 10btrading days before the date (inclusive) set for the publication of the press release of the half-year consolidated financial statements and the publication of quarterly financial information and expiring 3btrading days after the date of publication (inclusive) of such financial statements; ■ the period beginning when the beneficiary becomes aware of insider information (other than the quarterly financial statements and information referred to above) and expiring 10b trading days after the date (inclusive) on which this information is made public. The Company draws up and issues at the beginning of each calendar year a timetable setting out periods during which transactions on Company’s securities are prohibited. This timetable also specifies that the indicated periods do not affect the existence of other black-out periods arising as a result of awareness of specific information directly or indirectly relating to the Company, which is likely to have a material impact on the Teleperformance SE share price if it were to be made public.

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4.3.3 Prohibition of hedging transactions

In accordance with the recommendations of the AFEP-MEDEF code, hedging transactions involving the Company’s securities are prohibited. The executive officers have given a formal undertaking

not to use transactions that hedge their risk on the shares arising from performance shares.

4.3.4 Summary of securities transactions carried out by Board of Directors and Executive Committee members

Pursuant to Articleb223-26 of the AMF General Regulation, a summary statement of securities transactions performed in 2017bas reported to the Company and to the AMF, is provided below:

b

Nature

Date Number of shares Average unit price

Alain Boulet Director

Sale

01/10/2017

400

€99.3169

(1) Executive officers and equivalent persons, as well as any person who has access to insider information on a regular or occasional basis.

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Teleperformance bb - bb Registration documentbb 2017