TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

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3.2 Share capital

until Februaryb25 th , 2017. The retention period is two years, i.e. until Februaryb25 th , 2019. The definitive vesting of shares is subject to performance criteria based on financial targets of a subsidiary of the Group. The Board of Directors, at its meeting held on February 28 th , 2017, has, upon recommendation of the Remuneration and Appointments Committee, examined the levels of achievement of the performance criteria and noted that, taking into account the financial results of this subsidiary, the criteria were not fully met. Therefore, no performance shares were definitively acquired by the beneficiary. At its meeting held on Aprilb28 th , 2016, upon recommendation of the Remuneration and Appointments Committee, the Board of Directors decided to grant a total of 914,300bperformance shares of the Company in favor of 239bbeneficiaries, in the form of new shares to be issued or existing shares. The vesting period for this plan is three years, i.e. from April 28 th , 2016bto April 28 th , 2019binclusive. This grant is not subject to any lock-in period, which will thus be freely transferrable immediately upon vesting as from April 29 th , 2019. The definitive acquisition of the performance shares thus granted is subject, for all beneficiaries, in addition to the performance criteria described hereafter, to a condition of presence as at the date of definitive acquisition, i.e . April 28 th , 2019. The Board of Directors decided to make the definitive vesting of the performance shares conditional upon the achievement of the performance criteria based on the achievement of three out of four performance criteria indicative of the Group’s performance and measured over a three-year period starting from January 1 st , 2016bto December 31 st , 2018bas described below: ■ the first Performance Criterion is based on the average growth of Group consolidated revenues (at constant exchange rate and scope of consolidation) (the “Average Revenue Growth”); ■ the second Performance Criterion is based on the average margin rate of the Group consolidated EBITA (excluding non-recurring items) (the “Average EBITA Margin”); ■ the third Performance Criterion consists of the difference between the three-year average of (A) the annual performance of the Teleperformance SE share price and (B) the annual performance of the SBF120 index, in each case measured over the period from January 1 st , 2016bthrough December 31 st , 2018 (the “Stock Price Evolution”); ■ the fourth Performance Criterion consists of the effectiveness in managing the Group strategic and technological evolutions in a fast moving and challenging environment the “Long-Term Qualitative Criterion”. Grants under the authorization given on April 28 th , 2016 and currently ongoing Plan dated April 28 th , 2016 (Plan No. 3)

Details of the performance share plans Performance shares granted under no consideration are subject to a vesting period of three years running from the date of grant. The definitive grant is subject to the beneficiaries continued presence and achievement of performance criteria. Following the vesting period, depending on the actual increase in indicators set by the Board of Directors, the beneficiaries definitively acquire, depending of the plans regulations, either all, 75%, 50% or none of the shares granted. For the plans granted under the authorization of Mayb30 th , 2013, the shares definitively vested must be retained by the beneficiaries for a period of two years. At its meeting held on Julyb30 th , 2013, the Board of Directors decided to grant a total of 840,000bperformance shares of the Company in favor of 126bbeneficiaries. The vesting period for this plan is three years, i.e. until Julyb30 th ,b2016. The retention period is two years, i.e. until Julyb30 th , 2018. The Board of Directors decided to make the definitive vesting of the performance shares conditional upon the achievement of performance criteria described in section 2.2.5.3 of the 2016 Registration Document. The Board of Directors, at its meeting held on Februaryb24 th , 2016, has, upon recommendation of the Remuneration and Appointments Committee, and after approval of the Audit Committee, noted that the fixed conditions were met and all the performance shares were definitively acquired by the beneficiaries who still met the attendance requirement on the vesting date, i.e. on Julyb30 th , 2016. A total of 635,000 shares, of which 56,690 existing shares and 578,310 new shares, were transferred to the beneficiaries on August 1 st , 2016 (1 st business day following the date of definitive acquisition). Beneficiaries are required to hold the shares for a two-year retention period. This retention period will end on Julyb30 th , 2018. Furthermore, as the modalities of the long-term incentive plan (see sectionb3.5.2.4 Grant of stock options and performance shares to executive directors of the 2016 Registration Document) were identical to those set by the Board of Directors for the performance share plan, the latter authorized the Company Teleperformance Group, Inc. to take an identical decision regarding the achievement of the performance conditions of the long-term incentive plan. It is specified that the executive directors which benefited from that plan did not take part to such decision. Plan dated February 25 th , 2014 (Plan No. 2) At its Februaryb25 th , 2014bmeeting, the Board of Directors decided to grant 22,500bperformance shares in favor of one beneficiary. The vesting period for this plan is three years, i.e. Grants under the authorization given on May 30 th , 2013 Plan dated July 30 th , 2013 (Plan No. 1)

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Teleperformance bb - bb Registration documentbb 2017