TELEPERFORMANCE_Registration_document_2017

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

3.3 Shareholding

In April 2016, Teleperformance Group, Inc. implemented another long-term incentive plan based on Teleperformance SE shares to the benefit of two beneficiaries, Messrs. Julien and Salles Vasques (Chief Executive Officer until October 13 th , 2017), and involving a total of 350,000 shares. The definitive vesting of shares is subject to conditions of attendance and performance criteria identical to those adopted by the Company’s Board of Directors for the April 28 th , 2016bperformance share plan (Plan No 3) as described above. The terms of these long-term incentive plans are also described in sectionb4.2.2.3 Grant of stock options and performance shares to executive officers of the present Registration Document. As ofbFebruary 28 th , 2018, there were 279,041 outstanding rights to performance shares that may be acquired by beneficiaries.

Performance shares granted by companies controlled by the Company In 2013, Teleperformance Group, Inc., wholly-owned subsidiary of Teleperformance SE, implemented a long-term incentive plan based on Teleperformance SE shares to the benefit of two beneficiaries, Messrs. Julien and Salles Vasques (Chief Executive Officer until October 13 th , 2017), and involving a total of 300,000bshares. The definitive vesting of shares were subject to conditions of attendance and performance criteria identical to those adopted by the Company’s Board of Directors for the Julyb30 th , 2013bperformance shares plan (Plan No 1). These performance shares were acquired by the beneficiaries on Augustb1 st , 2016. The retention period for these shares will end on Julyb31 st , 2018.

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3.2.5 Changes in share capital over the past three years

Amount

Cumulated share capital

Number of new shares issued/ canceled

Nominal (inbeuros)

Issue or contribution premium (inbeuros)

Description

Date

In shares

In euros

Share capital at 12/31/2014 Performance share plan (July 30 th , 2013)

12/31/2014

2.50

n/a

n/a 57,201,690 143,004,225.00

08/01/2016

2.50

n/a

578,310 57,780,000 144,450,000.00

3.3 Shareholding

3.3.1 Evolution of breakdown of share capital and voting rights

The tables below show the number of shares and corresponding percentages of share capital and voting rights held by the principal known shareholders of Teleperformance SE during the last three financial years.

To the Company’s knowledge, no material change occurred between December 31 st , 2017band the filing date of the present Registration Document, except concerning the information presented in sectionb3.3.1.4 below.

3.3.1.1 Breakdown of share capital and voting rights at December 31 st , 2017

Share capital

Theoretical voting rights

Actual voting rights

At December 31 st , 2017

Number 2,970,000 2,709,100 1,532,600 1,430,400

% Number 5.1% 2,970,000 4.7% 2,709,100 2.7% 1,532,600 2.5% 1,430,400 2.3% 1,321,500 1.7% 1,798,628 19.0% 11,762,228 81.0% 47,073,629

% Number 5.0% 2,970,000 4.6% 2,709,100 2.6% 1,532,600 2.4% 1,430,400 2.3% 1,321,500 3.1% 1,798,628 20.0% 11,762,228 80.0% 47,073,629

%

NN Group N.V.

5.0% 4.6% 2.6% 2.4%

BlackRock Fund Advisors, LLC BNP Paribas Asset Management

The Vanguard Group

Fidelity Management & Research Company

1,321,500

2.3% 3.1%

Mr.bDaniel Julien

974,314

Main identified shareholders Other shareholders (public)

10,937,914 46,816,686

20.0% 80.0%

Treasury shares

25,400

0.0%

0

0.0%

25,400

0.0%

TOTAL

57,780,000

100% 58,861,257

100% 58,835,857

100%

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Teleperformance bb - bb Registration documentbb 2017