TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

3.2 Share capital

mechanisms or derivative instruments pursuant to applicable regulations. The maximum portion of share capital that may be transferred by way of a block of trade may be equivalent to the entire share repurchase program. These repurchases shall not be executed during the period of a public offering initiated by a third party on the company's shares and until the end of the period of the public offering. Maximum proportion of share capital, maximum number and characteristics of the shares and maximum purchase price The maximum percentage of shares which may be repurchased under the authorization proposed to the shareholders’ meeting to be held on Aprilb20 th , 2018bis set at 10% of the total number of shares comprising the share capital (or 5,778,000bshares as of the date of the present Registration Document), it being specified that this limit shall be applied as of the date of purchase, in order to take account of any transactions that increase or reduce share capital occurring during the term of the program. The number of shares taken into account for the calculation of this limit shall be the number of shares purchased less the number of shares sold during the duration of the program in connection with the liquidity objective. Given that the Company may not hold more than 10% of its share capital, and as the number of treasury shares held on Januaryb31 st ,b2018bamounted to 22,100 ( i.e. , 0.04% of the share capital), the maximum number of shares that can be purchased stands at 5,755,900 representing 9.96% of the share capital unless existing treasury shares are transferred or canceled. The maximum purchase price proposed to the shareholders’ meeting to be held on Aprilb 20 th , 2018b is set at €180 per share. Therefore, the maximum transaction amount is set at €1,040,040,000 based on a number of shares of 57,780,000. Term of the program In accordance with the resolution which will be submitted for approval to the shareholders’ meeting to be held on April 20 th , 2018, the share buy-back program will be implemented over a period of 18bmonths following the date of said meeting expiring on Octoberb18 th , 2019.

New share buy-back program It will be proposed to the general meeting to be held on Aprilb20 th , 2018bto renew the authorization for the Company to buy back its own shares on the following terms: Program objectives ■ ensure the coverage of stock option plans and/or bonus share plans (or similar plans) in favor of Group employees and/ or corporate officers, as well as all share allocations under Company or Group savings plans (or similar plans) and profit- sharing schemes and/or all other forms of share allocation to Group employees and/or executive officers; ■ ensure the coverage of securities giving right to the share capital of the Company in accordance with the regulations in force; ■ retain shares purchased for the purpose of subsequently delivering them as consideration of an exchange or payment in connection with possible external growth transactions; it being specified that the number of shares purchased for this purpose cannot exceed 5% of the Company’s share capital; ■ stimulate the secondary market or the liquidity of the Teleperformance share through the activities of an investment services provider under a liquidity contract in compliance with the AMAFI Code of ethics authorized by the regulations, it being specified that, in this context, the number of shares taken into account for the calculation of the limit, corresponds to the number of shares purchased, after deduction of the number of shares resold; ■ possibly cancel the repurchased shares, pursuant to the authorization granted by the shareholders’ meeting held on June 23 rd , 2017bin its 16 th extraordinary resolution; ■ carry out, in general, any transaction permitted under current regulations. Terms of repurchases These shares purchases may be carried out by any means, including by the acquisition of blocks of trade, and at the time that the Board of Directors shall determine within the limits and on terms and conditions provided for by applicable law and regulations. The Company retains the right to use optional

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3.2.4 Potential share capital

Options granted by companies controlled by the Company None.

3.2.4.1 Securities giving access

to the Company’s share capital

None.

3.2.4.3 Performance shares granted under no consideration Pursuant to the authorizations granted by the combined general meetings dated Mayb30 th , 2013 (21 st resolution) and April 28 th , 2016 (16 th resolution), the Company’s Board of Directors has implemented six performance share plans for the benefit of some Group employees and corporate officers.

3.2.4.2 Stock options

Options granted by the Company None.

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Teleperformance bb - bb Registration documentbb 2017