TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

 Status of the current delegations and authorizations approved by the combined shareholders’ meetings held on April 28 th , 2016 and June 23 rd , 2017 in terms of share capital increases:

Date of shareholders’ meeting (Resolution No.)

Maximum nominal amount (in euros)

Duration (expiry)

Use made during 2017

Issues with preferential subscription rights for shareholders Capital increase by issues of shares and securities giving access to the share capital, for which the primary security is not a debt instrument withbmaintenance of preferential subscription rights for shareholders * Issues without preferential subscription rights for shareholders

b

26 months (Aug.b2019)

June 23 rd , 2017 (18 th )

40 million (1)

None

b

Capital increase by issues of securities giving access to the share capital without preferential subscription rights for shareholders by public offering but obligation to confer abmandatory priority right of 5btrading days minimum *

26 months (Aug.b2019)

June 23 rd , 2017 (19 th )

28 million (2)

None

Issues reserved for employees and, where applicable, executive officers

b

Used in 2017 in respect of 11,600 shares (4)

Free grants of performance shares to employees and/or executive officers Capital increases reserved for members ofbabcompany or Group savings scheme *

2.5% of the sharebcapital (3)

38 months (Juneb2019) 26 months (Aug.b2019)

April 28 th , 2016 (16 th )

4

June 23 rd , 2017 (20 th )

2 million

None

Other issues

b

Capital increase by capitalization of premiums, reserves or profits *

26 months (Aug.b2019)

June 23 rd , 2017 (17 th )

142 million

None

(1) On this amount is applied the maximum amount set in the 19 th resolution approved by the shareholders’ meeting of June 23 rd , 2017. (3) This amount is applied to the maximum amount set in the 18 th resolution approved by the shareholders’ meeting of June 23 rd , 2017. Maximum of €300bmillion for debt instruments. (3) Limitation of the number of performance shares that may be granted to executive officers to 0.612% of the share capital within this envelope. (4) See section 3.2.4.3 of the present Registration Document.It is specified that the Board of Directors decided to grant, with effect as of January 2 nd , 2018, 6,000 performance shares on the basis of said authorization. * Suspended during a public offering.

 Status of the authorizations approved by the combined shareholders’ meeting held on June 23 rd , 2017 and proposition of authorization submitted to the shareholders’ meeting to be held on April 20 th , 2018:

Date of shareholders’ meeting (resolutionbNo.) June 23 rd , 2017 (15 th )

b

Duration (expiry)

Terms

Share repurchases *

18 months (Dec. 2018) 18 months (Oct. 2019)

Maximum purchase price per share: €150 Limit : 10% of the total number of shares Maximum purchase price per share: €180 Limit : 10% of the total number of shares

April 20 th , 2018 (17 th )

Cancellation of shares

June 23 rd , 2017 (16 th )

26 months (Augustb2019) 10% of the total number of shares on date of cancellation decision

* Suspended during a public offering.

4.1.3.7.3 Meetings and works of the Board of Directors in 2017 The Board of Directors met five times in 2017, including a three- day seminar held for the purpose of reviewing operating strategy. The directors’ attendance rate was 98%. Board meetings lasted between three to four hours. The Company’s statutory auditors were invited to and attended the Board of Directors’ meetings called to approve the half-yearly and annual financial statements.

The Group Chief Financial Officer and the Secretary of the Board regularly attended these meetings, primarily to present the financial statements and their reports, to receive any authorizations required and to provide any explanations and information enabling the Board to make decisions knowingly.

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Teleperformance bb - bb Registration documentbb 2017