TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

3.2 Share capital

Out of the four performance criteria, only those three representing the best level of performance, according to the performance targets for quantitative and for the long-term qualitative Criterion, as set forth below (the “Eligible Criteria”) will be taken into consideration in order to determine the percentage of shares credit. The determination of the Eligible Criteria shall be made by the Board of Directors upon proposition of the Remuneration and Appointments Committee.

The final percentage of shares credit shall be equal to the addition of percentages of shares credit determined for each of the three performance criteria showing the best level of performance, as described hereafter, divided by 3. Such a percentage of shares credit will then be applied to the number of performance shares originally allocated to each beneficiary in order to calculate the final number of shares. The final performance shares acquired by each beneficiary shall be rounded up to the nearest whole number.

Performance targets for quantitative criteria

Percentage of shares credit

0%

50%

75%

100%

Higher than 3.5% but less than 5.0% (both inclusive) Higher than 10.3% (inclusive) but less than 10.4%

3

Average Revenue Growth

Below 3.5%

b

Above 5.0%

Higher than 10.4% (inclusive) but less than 10.5%

10.5% (inclusive) and above

Average EBITA Margin

Below 10.3%

Above 0band up to 2.5% (inclusive)

Stock Price Evolution vs. annual performance of the SBF 120bindex

Negative evolution

b

Above 2.5%

Performance targets for the qualitative criterion The introduction of a qualitative criterion relating to the Group’s strategic and technological evolutions is important for the Board as it materializes one of Teleperformance’s priorities in the long-term. The Board considered that the preparation of the Group to strategic technological evolutions and its ability to face a new technological environment could become an important competitive advantage and create value for all its stakeholders. The Long-Term Qualitative Criterion will be determined with the support of an independent third party expert in the field of technologies and new economy. In order to assess this criterion, three sub-criteria will be analyzed, each one with three tests, so that the evaluation shall be quite detailed and specific: ■ ability of the management to develop a vision of the impact of technologies on the Group’s future: ● selection of the relevant technologies and new economy practices,

● quality of the information collection on these technologies and practices,

● strength of its network of contacts in the field; ■ acquisition and adoption of new technologies:

● in the area of production,

● in the area of products and services,

● acquisitions that give access to necessary technologies and/ or practices;

■ benchmark of the Group practices with competitors:

● in the area of production,

● in the area of products and services,

● acquisitions that give access to necessary technologies and/ or practices.

A maximum of 15bpoints were allocated for each sub-criterion (5bby test). The percentage of shares credit allocated is as follows:

Number of points

Percentage of shares credit

0 to 25

0%

25 (inclusive) to 35 35 (inclusive) to 45

50%

100%

Plan dated November 2 nd , 2016 (Plan No. 4) At its meeting held on Novemberb2 nd , 2016, the Board of Directors decided to grant a total of 151,508bperformance shares in favor of 29bbeneficiaries, in the form of new shares to be issued or existing shares. The vesting period for this plan is three years, i.e. from November 2 nd , 2016bto November 2 nd , 2019binclusive. This grant is not subject to any lock-in period, which means that beneficiaries may dispose of their performance shares at the end of the vesting period if the performance criteria and the presence condition are met i.e. , starting from November 3 rd , 2019.

This new performance share plan was set up for some senior executives of Teleperformance (non-executive officers) and of Language Line who have joined the Group recently following up to the acquisition of the Language Line Group in 2016. In order to create and maintain cohesion and team spirit and give these new managers an interest in the Group’s results and development, and since they will contribute to these achievements, the Board of Directors decided to fix the same performance criteria as those defined in the April 28 th , 2016bplan (see above Plan dated April 28 th , 2016 (Plan Nob3)).

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Teleperformance bb - bb Registration documentbb 2017