TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

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3.1 Information about the Company

If a meeting has been unable to deliberate because the required quorum was not reached, the second meeting, and if necessary the second adjourned meeting is convened in the manner and within the time period provided under current regulations. The notice and invitations to attend this second meeting must reproduce the date and the agenda of the first meeting. Agenda Under the terms of Articleb24bof the articles of association, the agenda for meetings appears in the notice and convening letters. It is established by the party in charge of the convening. However, one or more shareholders are entitled to have points or draft resolutions included in the agenda, pursuant to applicable legal and regulatory provisions. The meeting cannot consider a matter which is not included in the agenda. Nevertheless, it can, in all cases, dismiss one or more directors and replace them. An agenda for a meeting cannot be modified the second time it is convened. In accordance with legal and regulatory provisions, any shareholder is entitled to participate in general meetings and to take part to its deliberations in person or through a proxy, regardless of the number of shares held, by simply providing proof of his or her identity, so long as the shares are fully paid-up and registered in an account in the shareholders’ name or in the name of the intermediary registered on his or her behalf pursuant to the seventh paragraph of ArticlebL.228-1 of the French Commercial Code, as at midnight (Paris time) on the second business day preceding the meeting, either in the registered securities accounts held by the Company, or in the bearer securities accounts held by the authorized intermediary. A shareholder can be represented by another shareholder, by his or her spouse, by his or her civil partner ( partenaire pacsé ) or by any individual or legal entity it chooses. The proxy must provide evidence of his or her authority in this case. Assistance or representation at general meetings (Article 25 of the articles of association) Quorum and deliberations (articles 27 and 28 of the articles of association) The ordinary general meeting can only validly deliberate, when first convened, if the shareholders present or represented or voting by correspondence hold at least one fifth of the shares with voting rights. No quorum is required when a meeting is convened for a second time. Resolutions are adopted by a majority of the votes cast and shall not include votes attaching to shares in respect of which the shareholder has abstained or has returned a blank (except the blank proxy to the Chairman) or spoilt ballot paper. The extraordinary general meeting can only validly deliberate if the shareholders which are present or represented, or who vote by correspondence hold at least, when first convened, one-

quarter and, when convened a second time, one-fifth of the shares with voting rights. The meeting passes resolutions on a two-thirds majority of votes cast and shall not include votes attaching to shares in respect of which the shareholder has abstained or has returned a blank (except the blank proxy to the Chairman) or spoilt ballot paper. 3.1.2.5 Earnings Under the terms of Articleb32bof the articles of association, the net income for each financial year, after deducting the Company’s overheads and other charges including amortization and provisions, constitutes the net profits or losses for the financial year. At least one twentieth of net income less any retained losses brought forward shall be deducted from the net income to form a reserve fund known as “legal reserve”. This withdrawal to the legal reserve shall cease to be compulsory when said reserve reaches an amount equal to one-tenth of share capital. It shall resume if the “legal reserve” falls below this proportion for any reason. The balance, plus any retained earnings brought forward, constitutes earnings that may be distributed to shareholders by way of dividends. However, shareholders’ general meetings can deduct from the profit, before any dividends are paid, any sums it considers necessary, either to be carried forward to the next financial year, or to be entered into one or more general or special reserve accounts, for which the meeting shall freely determine the appropriation or use. In addition, general meetings may decide to distribute sums from optional reserves, either to supply or supplement a dividend, or as an exceptional dividend. In this case, the general meeting resolution must expressly state the reserve accounts from which the amounts are withdrawn. Shareholders’ meetings, or otherwise the Board of Directors, lay down the dividend terms of payment. However, dividends must be paid out within a maximum period of nine months after the financial year end. This period can be prolonged by judicial decision. No dividends can be claimed back from shareholders, unless payments of fictitious dividends or fixed or interim interests, prohibited by law, provided that the Company proved that the beneficiaries know of the irregular nature of this dividend or could not have been unaware of it in the circumstances. Dividends which are unclaimed within five years are time-barred. Any retained losses, after the general meeting has approved the financial statements, shall be posted to a special reserve asset account, which will remain until they are offset and eventually written off against earnings of future financial years. The general meeting called to approve the annual financial statements has the power to grant each shareholder the option to receive all or part of the dividend distributed, or any interim dividends, either in cash or in the form of shares.

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Teleperformance bb - bb Registration documentbb 2017