TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

3

3.2 Share capital

Plan dated June 23 rd , 2017 (Plan No. 5) At its Juneb23 rd , 2017bmeeting, the Board of Directors decided to grant 11,600bperformance shares in favor of one beneficiary, in the form of new shares to be issued or existing shares. The vesting period for this plan is three years, i.e. from June 23 rd , 2017bto Juneb23 rd , 2020binclusive. 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. as from June 24 th , 2020. The definitive vesting of shares is subject to performance criteria based on levels of revenues and EBIT of a subsidiary of the Group and to a presence condition on the vesting date, i.e. on Juneb23 rd , 2020.

Plan dated January 2 nd , 2018 (Plan No. 6) At its Novemberb30 th , 2017bmeeting, the Board of Directors decided to grant 6,000bperformance shares in favor of one beneficiary, in the form of new shares to be issued or existing shares. The grant date for this plan is January 2 nd , 2018band the vesting period is three years, i.e. from January 2 nd , 2018bto Januaryb2 nd , 2021. The definitive vesting of shares is subject to performance criteria based on levels of revenues and EBITDA of subsidiaries of the Group, measured over three years, i.e. from January 1 st , 2018bto December 31 st , 2020. 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. as from January 3 rd , 2021.

Synthesis of the performance share plans granted by the Company

b

Planb1

Planb2

Planb3

Planb4

Planb5

Planb6

Date of shareholders’ meeting

05/30/2013 05/30/2013 04/28/2016 04/28/2016 04/28/2016 04/28/2016 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 11/30/2017 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 01/02/2018

Date of Board meeting

Grant date

Total number of share rights granted

840,000

22,500 914,300 151,508

11,600

6,000

Total number of beneficiaries

126

1

239

29

1

1

of which total number granted to executive officers * :

b

b

Daniel Julien

- -

- - -

- -

- - -

- - -

- - -

■

■ Paulo César Salles Vasques **

Olivier Rigaudy ***

n/a

n/a

■

Vesting date

07/30/2016 02/25/2017 04/28/2019 11/02/2019 06/23/2020 01/02/2021

End of lock-in period Performance criteria

07/30/2018 02/25/2019

-

-

-

-

YES

YES

YES

YES

YES

YES

New or existing shares

New or existing shares

New or existing shares 81,300

New or existing shares 11,632

New or existing shares

New or existing shares

Nature of shares granted

Total number of share rights cancelled or lapsed

205,000 22,500 ****

0

0

Number of shares definitively vested

635,000

0

-

-

-

-

Number of outstanding rights

-

0 833,000 139,876

11,600

6,000

* Since 2013, the grants in favor of executive officers are made under the plans called long-term incentive described hereafter in section “performance shares granted by companies controlled by the Company”. ** Chief Executive Officer until October 13 th , 2017. *** Deputy Chief Executive Officer since October 13 th , 2017. **** The Board of Directors, at its meeting held on February 28 th , 2017, noted that the performance criteria for this plan were not met. Therefore, no shares were acquired by the beneficiary.

Performance shares granted to the top ten non-executive employees Under the performance share plan of June 2017, the beneficiary, who is not an employee of Teleperformance SE, was granted 11,600 performance shares.

As of February 28 th , 2018, based on all plans, there were 990,476 outstanding rights to performance shares that may be acquired by beneficiaries (after deducting acquired shares or canceled shares due to beneficiaries’ departures). With regard to the plans no.b3, no.b4, no.b5band no. 6, the vesting of shares may have no dilutive effect in respect of existing shares or, in the case of new shares, may lead to the issue of 990,476bnew shares, representing a potential maximum share capital increase of €2,476,190 and a maximum potential dilution of 1.71%.

58

Teleperformance bb - bb Registration documentbb 2017