TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.5 Regulated agreements and commitments

4.5.2 Statutory auditors’ special report on related party agreements and commitments

This is a free translation into English of the Auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

Shareholders’ meeting held to approve the financial statements for the year ended December 31 st , 2017 To the shareholders’ meeting of Teleperformance, In our capacity as statutory auditors of your company, we hereby report to you on related party agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments and the reasons for the interest of the Company brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to Article R.b225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code in respect of the performance of the agreements and commitments already authorized by the shareholders’ meeting, if any. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of statutory auditors ( Compagnie nationale des commissaires aux comptes ) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.

■ Nature and purpose: The Board of Directors, upon recommendation of its Remuneration and Appointments Committee authorized on November 30 th , 2017, themodification of the terms of the non-compete agreement initially entered into on May 18 th , 2016 and amended on May 31 st and November 30 th , 2011. This agreement was signed on December 1 st , 2017; ■ Terms and conditions: the modifications made were the following: ● limitation of the duration of the non-compete obligations and a non-poaching clause of two years; ● limitation of the compensation for this commitment to two years of remuneration (fixed and variable). ■ Reasons justifying its interest for the Company: The Board of Directors adopted the following reasons to justify the interest of this agreement for the Company: ● limitation to two years of remuneration for this non-compete agreement in line with the recommendation of the AFEP- MEDEF code, while continuing to protect the interests of the Group and all of its stakeholders (customers, employees, shareholders) in the event of the departure of Mr. Daniel Julien, ● reduction of the financial impact by a decrease in the amount of the non-compete indemnity. ■ Individual concerned: Mr. Olivier Rigaudy, Deputy CEO; ■ Nature and purpose: The Board of Directors, upon recommendation of the Remuneration and Appointments Committee authorized on November 30 th , 2017 the conclusion of a non-compete agreement. This agreement was signed on February 1 st , 2018; ■ Terms and conditions: This agreement was signed for the termof Mr. Olivier Rigaudy's mandate and one year after its termination, without territorial limitation and may not be waived by the Company. Mr. Rigaudy undertakes to respect confidentiality, non- solicitation, non-poaching and non-compete commitments. In consideration of these commitments, in the event of departure for any reason whatsoever, except for death, Mr. Rigaudy would benefit from an indemnity capped at one year of gross remuneration (fixed and variable) paid by the Group in respect of the previous fiscal year during which the date of termination took place, in consideration of the exercise of executive functions, as a salaried employee and/or corporate officer within the Group. ■ Reasons justifying its interest for the Company: The Board of Directors has adopted as a reason justifying the interest for the Company the fact that this agreement protects the interests of the Group and all of its stakeholders (customers, employees, shareholders) in the event of the departure of Mr. Olivier Rigaudy. Non-compete agreement of Mr. Olivier Rigaudy, Deputy CEO ■ Entity concerned: Teleperformance SE

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Agreements and commitments submitted to the approval of the shareholders’ meeting

Agreements and commitments authorized during the year Pursuant to Article L. 225-40 of the French Commercial Code, the following agreements and commitments, which were previously authorized by your Board of Directors, have been brought to our attention: Amendment to the non-compete agreement of Mr. Daniel Julien, Chairman & CEO ■ Entities concerned: Teleperformance SE and Teleperformance Group Inc., a subsidiary of your Company; ■ Individual concerned: Mr. Daniel Julien, Chairman & CEO;

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