TELEPERFORMANCE_Registration_document_2017

CONSOLIDATED FINANCIAL STATEMENTS

7.6 Notes to the consolidated financial statements

NOTE C.4 Share-based payments The Group has implemented plans, which were in effect during 2017, under which incentive shares are allocated free of charge to Group employees and company officers. The fair value of the incentive plan shares, measured on the grant date by an independent actuary, is recognized as share- based payment over the vesting period with a corresponding increase in equity. The amount recognized as an expense is adjusted at each reporting date to reflect the actual number of incentive plan shares that are expected to vest, so that, when vesting occurs, total expense and equity instruments correspond to the actual number of shares vesting in the Group personnel and company officers.

Incentive share award plans – Authorization given at the shareholders’ general meeting of April 28 th , 2016 The Board of Directors’ meetings on Aprilb28 th and Novemberb2 nd , 2016bapproved free awards of 1,065,808 incentive plan shares to Group personnel, including company officers of subsidiary companies, under the authorization given at the shareholders’ general meeting of Aprilb28 th , 2016, limited to a maximum of 2.5% of the share capital of the Company at the grant date. The Board meeting on Aprilb28 th , 2016balso approved the setting-up of a long-term incentive plan for the senior management personnel who are company officers of the Company, with the free award of 350,000 shares. The two plans have identical conditions for vesting.

The features of these plans are as follows:

b

04/28/16 plan 04/28/2016

11/02/16 plan 11/02/2016

Date of Board meeting allocating the awards

Vesting period

04/28/2016 to 04/28/2019 11/02/2016 to 11/02/2019

Grant date

04/28/2016 1,264,300 -152,259 1,112,041

11/02/2016

Number of share awards * Number of canceled shares **

151,508 -11,632 139,876

Number of outstanding share awards at Decemberb31 st , 2017

Fair value of each share award at the grant date (taking into account the market condition) Fair value of each share award at the grant date (without taking into account the market condition)

€48.51

€72.40

€75.20

€88.80

* including for company officers of the Company ** including for company officers of the Company

350,000 -70,959

0 0

Vesting of the free share awards is conditional on the beneficiaries remaining with the Group until at least the end of the vesting period and on meeting performance conditions relating to the financial years between 2016band 2018. The Board of Directors has defined four performance criteria as set out below; the number of shares allocated is determined on the basis of the average of the percentages obtained by the three best-performing criteria. As one of the four criteria is a market condition (the change in the share price compared with the SBF 120bshare index), this is required to be taken into accountin the calculation of the fair value of the incentive share awards.

However, it is uncertain whether this market condition will be applied, as only three of the four criteria will in fact be used in the final determination of the number of shares allocated. Two fair values have therefore been calculated, with and without the inclusion of the market condition. As of Decemberb31 st , 2017, it is considered probable that the market condition will be required to obtain the highest number of shares and the amount of expense recognized in respect of the plans is therefore based on the fair values indicated above, of €48.51 and €72.40 per share, which results in 2017bexpense of €21.5bmillion.

7

Percentage obtained

0%

50%

75%

100%

Average increase in revenues at constant exchange rates and consolidation scope Average rate of EBITA margin, excluding non-recurring items Change in Teleperformance SE’s share price compared with the SBF 120bshare index

Between 3.5% and 5.0% (inclusive) Over 10.3% but less than 10.4% Between 0% and 2.5% (inclusive) 25 points or more, but less than 35bpoints

Under 3.5%

b

Over 5.0%

10.4% or over, but less than 10.5% 10.5% or over

Under 10.3%

Negative

b

Over 2.5%

Qualititive condition

0-25 points

b From 35bto 45bpoints

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Teleperformance bb - bb Registration documentbb 2017