TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

3.1 Information about the Company

Furthermore, the Board of Directors determines or authorizes expressly and prior to their completion:

or by a single agent. In the event of a disagreement, the single agent can be designated by a court on application from the first co-owner to act. Unless the Company is notified of an agreement to the contrary, beneficial owners (usufruitiers) of shares validly represent bare owners (nu-propriétaires) vis-à-vis the Company. However, the voting right belongs to the beneficial owners in ordinary general meetings and to the bare owners at extraordinary or special general meetings. The voting right for pledged shares is exercised by the owner and not by the pledgee. Voting rights of shareholders Under the terms of Articleb25bof the articles of association, each shareholder has as many votes as they possess or represent shares. However, a double voting right is granted to all paid up shares for which proof is provided of registration in the name of the same shareholder for at least four years. The provision concerning double voting rights was introduced in the Company’s articles of association by the Extraordinary shareholders’ meeting held on Juneb26 th , 1985. Said meeting established a five-year holding period, which was reduced to four years by a resolution of extraordinary shareholders’ meeting held on Juneb17 th , 1996. The double voting right automatically ceases for any share that has been converted into a bearer share or transferred. The new owner recovers the double voting right only once the share has been registered in the shareholder’s name for four years; however, the fixed time period is not interrupted and the acquired right is maintained when the transfer is from a registered owner to a registered owner as a result of a succession, a division of community of property between spouses, of donation inter vivos benefitting a spouse or a person with a degree of relationship which entitles them to inherit. In the event of an increase in share capital by capitalization of reserves, profits or issue premiums, the double voting right is granted, as soon as they are issued, to the registered shares allotted free of charge to a shareholder in proportion to the old shares with respect to which he benefits from this right. If the Company is merged or split up, the double voting rights can be exercised within the beneficiary company or companies if their articles of association provide for such voting rights. Convening general meetings Under the terms of Articleb23bof the articles of association, general meetings are convened in accordance with the law and with the provisions of the European Council Regulation (EC) Nob2157/2001 of Octoberb8 th , 2001bgoverning the statutes of European companies. shareholders who have held registered shares for at least a month when the notice to attend is published are furthermore invited to attend any meeting by ordinary letter or, at their request and cost, by registered letter. The Company publishes the information and documents required by law in the Bulletin des annonces légales obligatoires (legal gazette) and on its website, within the legal time limits. 3.1.2.4 Shareholders’ meetings

■ approval of consolidated annual budgets;

■ any significant (commercial, industrial, financial, real estate or other) transaction that the general management plans, not comprised under the approved strategy or budget, including, in particular, moveable or immoveable investment by external or internal growth, where the amount represents more than 20% of the Group’s net assets as reports in the latest consolidated financial statements approved by the Board of Directors; ■ conclusion of alliances of any kind involving a material proportion of consolidated revenues; ■ proposal of dividend distributions to general meetings of shareholders. Under the terms of Articleb19bof the articles of association, executive management is exercised under the responsibility of either the Chairman of the Board or another individual appointed by the Board of Directors and who has the title of Chief Executive Officer (directeur général) . The Board of Directors chooses between these two ways of exercising the executive management. The shareholders and third parties must be informed of this choice in accordance with the terms laid down by law. The Chief Executive Officer has full powers to act in any circumstances in the Company’s name. He must exercise his powers within the limits of the corporate purpose and subject to the powers expressly reserved by law to general meetings of shareholders and the Board of Directors. Upon proposal by the Chief Executive Officer, the Board of Directors may appoint one or more individuals responsible for assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer ( directeur général délégué ). With the Chief Executive Officer’s agreement, the Board of Directors determines the scope and duration of the powers granted to the Deputy Chief Executive Officers. They have the same powers as the Chief Executive Officer vis-à-vis third parties. The composition and modalities related to the Board of Directors and the executive management of the Company are described in chapterb4bof the present Registration Document. 3.1.2.3 Description of rights, privileges and restrictions, if any, on existing shares and each class of shares Form of securities Under the terms of Articlesb6, 10band 11.1 of the articles of association, all bearer and registered shares, as decided by the shareholder, belong to the same class, except where legal or regulatory provisions impose, in certain cases, shares to be under the registered form. Shares are fully negotiable unless legal or regulatory provisions provide otherwise. Under Articleb12bof the articles of association, shares are indivisible with respect to the Company. Joint owners of shares must be represented vis-à-vis the Company and at general meetings by only one of them who shall be deemed to be the sole owner, Executive management Executive management structure

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Teleperformance bb - bb Registration documentbb 2017