Notice of meeting 2018 Ordinary Shareholders’ Meeting

2018

F r i d a y A p r i l 2 0 th , 2018 at 3 p.m. (Paris Time) at 21-25 rue Balzac, 75008 Paris - France CONTENTS

MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 1

1 TELEPERFORMANCE IN 2017 2

2 SUMMARY OF THE ACTIVITIES IN 2017 6

3 GOVERNANCE 18

AGENDA AND RESOLUTIONS PROPOSED 4 BY THE BOARD OF DIRECTORS 27

REPORT OF THE BOARD OF DIRECTORS 5 ON THE PROPOSED AGENDA AND RESOLUTIONS 32

6 REPORTS OF THE STATUTORY AUDITORS 45

7 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? 47

8 REQUEST FOR INFORMATION AND MATERIALS 53

The present notice is available on the Teleperformance’s website www.teleperformance.com Message from the Chairman and Chief Executive Officer

Dear Shareholder, In 2017, Teleperformance delivered another record year, posting revenues of €4.2billion. Organic growth of 9.0% was significantly higher than that of the market. This excellent performance reflects the momentum of our two business categories, core services and specialized services, which posted like-for-like revenue growth of 8.8% and 10.4% respectively. Our EBITA margin before non-recurring items increased 210 basis points to 13.3%, mainly due to the rapid development of operations in Latin America, continued improvements in Europe and the first full year of consolidation for LanguageLine Solutions, a company of exceptional quality and the leading provider of online interpreting solutions in the United States. Lastly, our performance with regard to cash flow and debt levels is strong. We are therefore on track with our financial commitments and are looking forward confidently to continued external growth. 2017 was packed with highlights and gave us the opportunity to make diligent preparations for the future. Firstly, we set new 5-year targets and outlined the strategies designed to achieve them. These targets include revenues of over €6billion and EBITA of at least €850million. They will be achieved through organic revenue growth and targeted acquisitions, primarily in high value- 2017. We also intend to continue generating strong cash flow, added specialized services. enabling us to pursue our development strategy while maintaining Group governance has also been transformed, with the exemplary financial control. introduction of a new organizational structure that is more The shareholder’s meeting, that special moment in the life of a efficient and fluid in making and implementing decisions. These company, will take place this year on Friday April 20th, 2018 at changes are intended to facilitate the achievement of our new 3pm (Paris time) at 21-25 rue Balzac, 75008 Paris, France long-term goals. and will give you the opportunity to express your views on all of In addition, Teleperformance has secured a leading position in the foregoing matters. the fields of data security and privacy within its business sector. We thank you for your continued trust and count on your Clients recognize this positioning as a major differentiating factor. participation in this meeting. Your vote is essential for the We enter the new year 2018 with confidence. Our financial governance of your Group. objectives for the year include organic revenue growth of over 6% Daniel Julien and a further improvement in the EBITA margin compared with

Teleperformance - Notice of meeting 2018 1 1 Teleperformance in 2017 THE GROUP OUR MISSION Teleperformance isthe worldwide leader in Teleperformance is a company of people serving outsourced omnichannel customer experience management. Companies and governments around daily problems, in an environment that is increasingly the world choose Teleperrformance as their preferred complexintermsof interaction methods, securityissues partner for implementing strategies to optimize their and technological breakthroughs.

Group fall into two categories: its clients imagine, designand conduct their business core services, which include customer serrvices, through a technical support and customer acquisition; comprehensive and adaptable portfolio of consulting serrvices and solutions. high-value specialized services, which include online interpreting, visa application management, To implement this approach, the Group leverages data analyytics, and debt collection. the excellence of its front-line operations around the world, its close ties with numerous multinationals that are leaders in their industrry, its expertise in data and market analysis and its thorough command of cutting-edge technologies. To meet the digitalization and customer experience challenges of today, these technologies cover the areas of security, omnichannel and automation.

FROM JANUARY 2017 FIRST-TIME CONSOLIDATION OF FROM MARCH 2017 LANGUAGELINE SOLUTIONS OVER ENHANCEMENT OF THE GROUP’S A 12-MONTH PERIOD FINANCIAL STATUS Leader in online interpreting solutions in the United States, Standard & Poor’s assigns Teleperformance a “BBB-” with 8,400 interpreters, 25,000 customers and $450 million (investment grade) rating, the highest rating in the in revenue. industry, UHȵHFWLQJ the Group’s ȴQDQFLDO strength Expansion of Teleperformance’s business and its change of status. portfolio in high-value services and enhan- Enhancement of the Group’s status in the ȴQancial markets thanks to its inclusion in Further acquisitions in specialized serrvices the CAC Large 60, MSCI Global Standard and planned betweennow and 2022. HIGHLIGHTS OF S&PbLQGexes. 2017

OCTOBER 2017 OCTOBER 2017 PRESENTATION OF THE 2022 ANNOUNCEMENT OF THE STRATEGIC PLAN AND IMPLEMENTATION PREPARATION FOR THE LAUNCH OF PRAXIDIA, OF ORGANIZATIONAL CHANGE A HIGH VALUE CUSTOMER EXPERIENCE CONSULTING SOLUTION

2022 tarrgets ofmorethan€6 billionin revenueandmore Launch in 2018 of consulting solution Praxidia, which is based than €850 million in EBITA before non-recurring items. on the Group’s front-line expertise in customer experience, Organizational change to increase eɝciency in customer data analysis and cutting-edge technologies. implementing the strategic plan and to reȵect the Teleperrformance aims to be the preferred partner in customer Group’s new size. Daniel Julien appointed Chairman experience consulting worldwide.

2 Teleperformance - Notice of meeting 2018 1

GLOBAL LEADERSHIP Teleperformance has the largest geographical IRRWSULQW LQ WKH LQGXVWU\ DQG LV FDSDEOH RI handling programs in 265 languages. With more WKDQbFOLHQWVZRUOGZLGHWKH*URXSJHQHUDWHV UHYHQXHRIȜELOOLRQRIZKLFKQHDUO\IURP multinationals.

OPERATIONS IN 223,000 265 160 850+ 76 EMPLOYEES LANGUAGES MARKETS CLIENTS* COUNTRIES *Excluding LanguageLine Solutions clients

English-speaking IBERO-LATAM market & €1,084 million $VLD3DFLȴF (:$3  €1,607 million

Continental Specialized Europe, Middle East Services DQG$IULFD &(0($ €638 million Countries where Teleperformance operates €851 million

In 2017, Teleperformance continued to expand its worldwide footprint, setting up in Kosovo and Peru, and VWDUWLQJRSHUDWLRQVLQ0DOD\VLD

“ The five Teleperformance values are the pillars of our corporate culture and guarantee the excellence of our services and solutions. ”

Cosmos I Integrity Earth I Respect Metal I Professionnalism Air I Innovation Fire I Commitment I say what I do I treat others with I do things correctly I create and I improve I am passionate & I do what I say kindness and empathy the first time and committed

Teleperformance - Notice of meeting 2018 3 TELEPERFORMANCE IN 2017 1 KEY FINANCIAL FIGURES

GROWTH AND PROFITABILITY Revenues (in millions of euros) Current EBITDA (in millions of euros) 4,180 720 3,649 3,398 558 17.2% 2,758 492 2,347 2,433 +9.0% 376 15.3% +7.5% +7.4% 325 14.5% +9.9% 306 +7.9% 13.6% 13.4% 13.0%

2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017

Like-for-like growth Current EBITDA/revenues

Current EBITA (in millions of euros) Net free cash flow (in millions of euros) 556 45% 41% 42% 408 13.3% 324 351 236 31% 267 11.2% 202 214 226 10.3% 25% 9.7% 20% 9.1% 9.3% 95 93 64 2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017

Current EBITA/revenues

Diluted earnings per share (in euros) Dividend per share (in euros) 5.31 1.85 3.67 3.45 1.20 1.30 2.62 2.27 2.27 0.80 0.92 0.68

2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017

A DIVERSIFIED AND PROFITABLE PORTFOLIO OF ACTIVITIES Revenue by activity and linguistic region Current EBITA by activity in 2017 vs 2016 (in millions of euros) in 2017 vs 2016 (in millions of euros) + 9.0% 4,180 556 3,649 638 + 10.4% Specialised Services 335 29.9 % 851 408 802 CEMEA Specialised Services 25.9 % 884 Ibero- 1,084 LATAM +8.8% Core services 10.3 % Core services 9.7 % 1,628 EWAP 1,607

Like-for-like current EBITA/ 2016 2017 growth 2016 2017 revenues

This information is provided in various chapters of the Registration Document for 2017 and defined in the Alternative Performance Measures (APMs) section hereinafter.

4 Teleperformance - Notice of meeting 2018 KEY EXTRA FINANCIAL FIGURES 1

« PEOPLE STRATEGY » Total headcount Breakdown of total headcount Training hours by activity and linguistic region 223,000 217,000 34,189,097 32,413,418 190,000 EWAP 42% 28,542,457 182,000 21,408,856 34% Ibero-LATAM 149,000 138,000 16,843,220 18% CEMEA 14,234,183 Specialized 6% services 2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017

GOVERNANCE Independance of the Board Board of Directors: balance in terms Six nationalities represented of Directors of gender representation at the Board of Directors

China Colombia

France

36% 64% 9% 43% Non-independant Independant of women of women members members

2012 2017 2012 2017

ENVIRONMENT AND COMMUNITY ENGAGEMENT Carbon footprint per employee (ton) Donations in cash and in-kind* Volunteer hours* (in millions of euros) 0.85 89,697 0.77 5.7

-10% 2.9 36,129

2012 2017 2012 2017 2012 2017

*As part of the Citizen of the World program

Teleperformance - Notice of meeting 2018 5 S ummary of the activities 2 in 2017

2017 Financial Highlights

2017 2016 % change (in millions of euros) €1=US$1.13 €1=US$1.11 Revenue 4,180 3,649 +14.6% Like-for-like growth +9.0% EBITDA before non-recurring items 720 558 +29.0% % of revenue 17.2% 15.3% EBITA before non-recurring items 556 408 +35.9% % of revenue 13.3% 11.2% Operating profit 355 339 +4.6% Net profit – Group share 312 214 +46.0% Diluted earnings per share (€) 5.31 3.67 +44.7% Dividend per share (€) 1.85* 1.30 Net free cash flow 324 236 +37.3% * Submitted to shareholderrs approval at the annual general meetingg to be held on April20thh, 2018.

Consolidated revenue

Consolidated revenue amounted to €4,180million in 2017, up from the decrease in the USdollar and the pound sterling, which +14.6% from 2016 as reported. The increase was mainly due amply offset the positive effect from the rise of the Brazilian real to the €282million positive contribution from the first-time and the Colombian peso against the euro. consolidation of LanguageLine Solutions over a 12-month period On a like-for-like basis (at constant exchange rates and scope of and to a €72million negative currency effect arising primarily consolidation), revenue climbed by +9.0% year-on-year.

Revenue by activity

Since January1st, 2017, Teleperformance’s business operations governments to TLScontact, the analytics solutions offered have been organized into two activities: Core Services, which by the Teleperformance Analytics subsidiary (formerly GN cover customer care, technical support and customer acquisition, Research), and the services related to debt collection provided and Specialized Services, which comprise the recently acquired in North America by the AllianceOne Receivables Management interpreting services provided by LanguageLine Solutions, Inc. subsidiary. the visa application management services outsourced by

% change (in millions of euros) 2017 % total 2016 % total Reported Like-for-like CORE SERVICES 3,542 85% 3,314 91% +6.9% +8.8% English-speaking market & Asia-Pacific 1,607 39% 1,628 45% -1.3% +1.6% Ibero-LATAM 1,084 26% 884 24% +22.6% +22.4% Continental Europe & MEA 851 20% 802 22% +6.1% +8.1% SPECIALIZED SERVICES 638 15% 335 9% +90.4% +10.4% TOTAL 4,180 100% 3,649 100% +14.6% +9.0%

6 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Core Services the successful diversification of its client portfolio among large local and international companies in various business sectors, Core Services revenue amounted to €3,542million in 2017, a including leading players in the new economy. gain of +6.9% as reported. Like-for-like revenue growth came to +8.8% and was led mainly by the Ibero-LATAM region throughout Operations in Portugal (multilingual platforms) and Colombia, the year. along with offshore activities in the region, including in Mexico, delivered the highest levels of growth. English-speaking market & Asia-Pacific To help meet strong demand in the region, the Group established Annual revenue for the region amounted to €1,607million in a presence in Peru during the year. In addition to a high-potential 2017, representing a like-for-like increase of +1.6% versus 2016. domestic market, Peru offers an attractive geographic position, Revenue was stable on a like-for-like basis in the fourth quarter, as well as a working population and an environment that are representing an improvement on the slight decline in like-for-like favorable to offshore services. revenue recorded in the third quarter. Continental Europe & MEA Teleperformance continued to diversify its client portfolio in the Regional revenue rose by +8.1% like-for-like and by +6.1% as region during the year. The fastest growing client segments in reported. The negative currency effects stemmed mainly from the United States were consumer electronics and e-services, the fall in the Egyptian pound and the Turkish lira against the particularly e-tailing and e-transport. Consumer goods and euro. healthcare also contributed to regional revenue growth. Good momentum in these sectors offset a weaker performance from Growth accelerated during the second half of the year to reach telecommunications activities, particularly offshore. Business was +10.7% like-for-like in the fourth quarter. The faster pace of stable year-on-year in the Philippines, reflecting the decision by expansion reflected brisk sales momentum with global clients. certain clients to outsource their offshore services to Mexico, The best performances were primarily achieved in the following whose geopolitical and currency environment was seen as more geographies: favorable in 2017. ■ in the Mediterranean region, in Greece (multilingual platforms), The downturn in business volumes in the United Kingdom Egypt and Turkey, was mainly due to the unfavorable economic and currency ■ in Eastern Europe (Russia, Poland and Romania), and environment caused by Brexit, which caused the Group’s existing ■ and potential clients to adopt a wait-and-see attitude. However, in Scandinavia. thanks to the improvements observed during the year, the The region’s fastest growing markets are consumer electronics, Group is confident that business will be stronger in 2018. retail, leisure, financial services, travel agencies, transportation and consumer goods. E-services accounted for a good number In Asia-Pacific, annual growth was not as strong as expected of the contracts awarded throughout the year, particularly in because of the slow start-up of the sites recently opened in retail. China and Malaysia. Given the outlook for new business, growth is not expected to pick up again until the second half of 2018. Momentum in the region is strong and the economic environment favorable. Business is therefore expected to Ibero-LATAM continue to progress well in 2018. In the Ibero-LATAM region, revenue rose by +22.4% like-for-like and by +22.6% as reported to represent €1,084million in 2017. Specialized Services The net currency impact was limited, as the positive effects of Annual revenue from Specialized Services totaled €638million gains in the Brazilian real and Colombian peso against the euro in 2017, versus €335million in 2016. On a like-for-like basis, were offset by declines in the US dollar and the Argentine and revenue growth was +10.4%. Mexican pesos, also against the euro. Like-for-like revenue growth in the fourth quarter came to In the fourth quarter, revenue rose by +21.9% like-for-like, +10.2%. For the first time, it includes LanguageLine Solutions for confirming the momentum observed in the first three quarters the full three months, given its acquisition date of September19, of the year. 2016. Teleperformance continued to benefit from the significant investments made in the region in 2016 and 2017 and from

Teleperformance - Notice of meeting 2018 7 2 SUMMARY OF THE ACTIVITIES IN 2017

LanguageLine Solutions, the leading provider of online TLScontact once again delivered strong business growth, driven interpreting services to the US market, saw its business growth by an increase in visa applications and by brisk sales of add-on accelerate in the fourth quarter, notably due to the impact of services. Growth will continue to be sustained by tourist traffic, hurricanes in the United States. For the full year, the company which is set to remain high in 2018 (particularly out of Asia), but posted revenue growth that was in line with the forecasts is expected to be impacted by a higher basis of comparison provided by the Group when the acquisition was announced. The LanguageLine Solutions and TLScontact businesses Business at LanguageLine Solutions is expected to continue to accounted for around 85% of Specialized Services revenue in expand at a similar pace in 2018. 2017.

Results

EBITDA before non-recurring items amounted to €720million ■ increased margins for Cores Services, with bullish business in 2017, up +29.0% year-on-year, for a margin of 17.2% versus growth in the Ibero-LATAM region, which has the highest 15.3% in 2016. EBITA before non-recurring items rose by +35.9% margins of the Group’s three linguistic regions (mix effect), to €556million from €408million in 2016. EBITA margin before and a continued gradual recovery in margins in Continental non-recurring items widened by 210basis points to 13.3% from Europe & MEA.

11.2% in 2016. Including the contribution of LanguageLine ■ increased margins for Specialized Services, with continued Solutions over 12months, the margin widened by 50basis strong growth in outsourced visa application management points year-on-year (12.8% proforma in 2016). services (TLScontact activities) and the first-time consolidation The further improvement in the Group’s profitability in 2017 over a 12-month period of LanguageLine Solutions, a high- reflected the following key trends: margin business (mix effect).

EBITA BEFORE NON-RECURRING ITEMS BY ACTIVITY

(in millions of euros) 2017 2016 CORE SERVICES 365 321 % of revenue 10.3% 9.7% English-speaking market & Asia-Pacific 141 150 % of revenue 8.8% 9.2% Ibero-LATAM 134 109 % of revenue 12.3% 12.3% Continental Europe & MEA 43 31 % of revenue 5.0% 3.8% Holding companies 47 31 SPECIALIZED SERVICES 191 87 % of revenue 29.9% 25.9% TOTAL 556 408 % of revenue 13.3% 11.2%

8 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Core Services ■ ongoing improvement in profitability driven by strict cost discipline in certain countries, such as Germany and the Core Services recorded EBITA before non-recurring items of Nordics, and to a lesser extent Italy with the development of €365million in 2017, compared with €321million the previous its offshore solutions in Albania. The Group strengthened its year. EBITA margin before non-recurring items increased to offshore portfolio by setting up operations in Kosovo to serve 10.3%, versus 9.7% in 2016. the German market, thereby improving the competitiveness of its offering in the region. English-speaking market & Asia-Pacific In light of the promising economic environment and its The English-speaking market & Asia-Pacific region posted EBITA positioning in the region, the Group is confident that margins before non-recurring items of €141million in 2017, down from will continue to improve in 2018. the previous year. EBITA margin before non-recurring items came to 8.8% versus 9.2% in 2016. This primarily reflects: Specialized Services ■ an unfavorable geographic mix effect, with growth in domestic business in the United States stronger than growth in offshore Specialized Services reported EBITA before non-recurring items business in the Philippines. Offshore activities flattened during of €191million in 2017, compared with €87million the previous the year to the advantage of nearshore business in Mexico year. EBITA margin before non-recurring items increased to (Ibero-LATAM region), a country that currently has high appeal 29.9%, versus 25.9% in 2016. among clients; The change was primarily due to the first-time consolidation of ■ a very gradual ramp-up of the sites opened in China and, more LanguageLine Solutions over a 12-month period in 2017. recently, Malaysia; If the contribution from LanguageLine Solutions had been ■ an uncertain economic environment in the United Kingdom, included over the full 12months in 2016, revenue and EBITA which is holding back the Group’s revenues and margins; before non-recurring items for that year would have been Given the contracts signed recently and the projects already €596million and €178million respectively, for a margin of 29.9%. under way, together with continued cost discipline and the non-recurrence of the negative effects felt in 2017, the Group is Specialized Services margins are expected to remain high in confident in its ability to improve margins in the region in 2018. 2018. Consolidated operating profit (EBIT) amounted to Ibero-LATAM €355million in 2017, versus €339million the previous year. It EBITA before non-recurring items in the Ibero-LATAM region included: rose to €134million in 2017, from €109million the previous year, ■ amortization of intangible assets on acquisitions in an amount and the margin remained high at 12.3%, unchanged from 2016. of €87million, up from the previous year due to the acquisition Growth in operations in Portugal and Colombia was particularly of LanguageLine Solutions, robust and profitable over the year, while margins continued to ■ €67million in goodwill impairment, improve steadily in Spain. ■ €24million in accounting expenses relating to performance The region benefited once again from the currency trends that share plans, continue to favor nearshore business in Mexico serving the US ■ €23million in other non-recurring expenses. market. The financial result represented a net expense of €50million, With the market environment remaining very dynamic, the versus €39million in 2016. Group intends to continue to improve its margins in the region Income tax expense amounted to €122million before taking in 2018. into account US tax reform, which generated tax income of €131million for the Group. As a result, tax income of €9million Continental Europe & MEA was recorded in the Group’s consolidated statement of income In the Continental Europe & MEA region, Teleperformance for 2017. remained on the steady upward trend in profitability that Net profit attributable to non-controlling interests represented began in 2012. EBITA before non-recurring items amounted to €2million. €43million in 2017, for a margin of 5.0% versus 3.8% in 2016. The increase reflects two main positive factors: Net profit – Group share amounted to €312million, up +46.0% from the previous year (€214million). Diluted earnings per share ■ strong growth in demand from global clients, notably through rose to €5.31, compared with €3.67 in 2016. the sustained development of multilingual solutions, and very good margin improvements in a number of countries in Southern and Eastern Europe, including Turkey, Egypt and Romania. The mix effect stemming from strong growth in business in Greece and Russia was also positive;

Teleperformance - Notice of meeting 2018 9 2 SUMMARY OF THE ACTIVITIES IN 2017

The Board of Directors will recommend that shareholders at €1.30paid in respect of 2016. This would correspond to a payout the annual general meeting held on April20th, 2018 approve ratio of 35%, unchanged from the prior year. an increase in the 2017 dividend to €1.85per share from the

Cash flows and financial structure

Cash flow after interest paid and tax amounted to €529million Consolidated net free cash flow totaled €324million in 2017 in 2017, versus €409million the year before. versus €236million the previous year, representing a sharp 37.3% increase despite the rise in interest paid. This solid The change in consolidated working capital requirement was performance reflects growth in both revenue and margins. Cash an outflow of €58million in 2017 compared with an inflow of conversion (net free cash flow divided by EBITDA before non- €17million in 2016. recurring items) stood at 45%, up from 42% in 2016. The Group continued to increase its production capacity After the payment of €75million in dividends, net debt stood at during the year, in line with a strategy of controlled investment €1,326million at December31st, 2017, versus €1,667million a and optimum allocation of capital. Net capital expenditure year earlier. amounted to €147million versus €190million the previous year, corresponding to 3.5% of revenue versus 5.2% in 2016. The net debt-to-equity ratio amounted to 69% and the net debt- The funds were used to create and extend contact centers, to-EBITDA ratio was 1.88, down from 87% and 2.60 respectively particularly in the Ibero-LATAM region. at December31st, 2016.

Key developments in 2017

Extensions and new facilities solutions. Wibilong provides digital businesses with aSaaS (Software as a Service) platform that generates huge amounts To support the rapid expansion of its business, in 2017 the of content through product-related discussions, thanks to the Group continued to enhance both its offshore capacity and creation and activation of consumer communities. its presence in fast-growth markets by extending and opening facilities across the three linguistic regions. In all, 18new contact The acquisition reflects the Group’s ambitions for 2022 and is centers were opened, primarily in the Ibero-LATAM region, and an example of the strategic drivers that it intends to implement the number of workstations was increased in existing sites,for over the next five years. It enables Teleperformance to enhance a total of nearly 12,000additional workstations. its digital and omnichannel offering and reinforce its positioning as the customer experience partner of choice for major retail The breakdown by region was as follows: and consumer goods brands. ■ in Continental Europe & MEA, several new centers were opened during the year: in Kosovo, where the Group has set up operations to serve the German market, as well as in Launch of the Praxidia solution Russia, Turkey, Poland and the Netherlands; Scheduled for rollout in 2018, Praxidia is Teleperformance’s ■ in the English-speaking market & Asia-Pacific region, new new high value-added customer experience (CX Consulting & facilities were opened in Canada, China and the United Analytics) consulting solution. Kingdom; The Praxidia approach is based on the Group’s front-line ■ in the Ibero-LATAM region, the Group established a presence expertise in customer experience, acquired in the four corners in Peru and opened new facilities in Colombia, Spain, Portugal of the globe. The business benefits from the Group’s expertise and Brazil. in more than 20key sectors, its cutting-edge capabilities in research and development (CXLab) and its Analytics solutions. Acquisition of Wibilong In November2017, Teleperformance acquired French start- up Wibilong, a pioneer in collaborative brand and consumer

10 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Changes in the Group’s governance and organization

Teleperformance adopted a leaner, more “agile” organization in On November 30th, 2017, the Board of Directors appointed 2017 with a diverse, strengthened Executive Committee whose Patrick Thomas as an independent director, upon members represent a broad range of nationalities and cultures recommendation of its Remuneration and Appointments and years of experience in the Group, and has also streamlined Committee. The appointment will be submitted to shareholders its governance structure. for ratification at the upcoming shareholders’’ meeting to be held in Paris on April20th, 2018. The Board appointed Patrick Thomas Daniel Julien has become the Group’s Chairman and Chief as lead independent director on February28th, 2018. Executive Officer, a decision that reflects the Board’s confidence in his ability to implement the Group’s new five-year strategic These appointments reflect the Group’s commitment to meeting plan, presented in October2017. the highest standards of corporate governance and complying with the recommendations of the AFEP-MEDEF governance In addition, Olivier Rigaudy has been appointed Deputy Chief code. Executive Officer in charge of Finance.

Development strategy and 2022 financial objectives

On October13th, 2017, upon publication of its third-quarter 2017 Additional acquisitions revenue, Teleperformance updated its five-year strategic plan The acquisition of LanguageLine Solutions in September2016 and presented its financial objectives for 2022. The strategic plan illustrated the Group’s strategic decision to develop specialized, provides for two avenues of development – organic growth and high value-added services. further acquisitions. Through targeted acquisitions, Teleperformance intends to gradually transform the Group into a premium provider of Organic growth drivers Business Process Outsourcing (BPO) with an international The Group will support organic growth through four main scope. The Group has the financial resources necessary for this strategic drivers, namely by: acquisition-led growth.

■ honing industry expertise in high-potential verticals and environments; 2022 financial objectives ■ continuing to expand across BRICS (Brazil, Russia, India, China Teleperformance aims to maintain annual organic growth at and South Africa) and MIST (Mexico, Indonesia, South Korea +6% between now and 2022. At the same time, the Group will and Turkey) countries; continue to make targeted acquisitions, particularly in specialized, ■ enhancing digital and omnichannel integration, targeting more high value-added services, with the goal of generating revenue efficient and seamless customer interaction; of at least €6billion in 2022. ■ launching Praxidia, the Group’s new high value-added As a result of the positive impact on margins of the higher customer experience (CX Consulting & Analytics) consulting contribution from specialized services, which are expected to solution. account for at least 20% of revenue, coupled with the gains generated by specific initiatives to improve profitability, the Group aims to achieve EBITA before non-recurring items of at least €850million in 2022.

Outlook for 2018

Confident about the year ahead, Teleperformance has set the The Group is also confident about its ability to continue to following annual financial targets for revenue and margins: generate a strong level of cash flow during the year, enabling it to pursue its dynamic development strategy while maintaining ■ like-for-like revenue growth above +6%; strict financial discipline. ■ further growth in EBITA margin before non-recurring items to at least 13.5% of revenue despite the decline in the US dollar against the euro, which has an unfavorable impact on margins.

Teleperformance - Notice of meeting 2018 11 2 SUMMARY OF THE ACTIVITIES IN 2017

Appendices Breakdown of quaterly revenue by activity

% change (in millions of euros) Q4 2017 % total Q4 2016 % total Reported Like-for-like CORE SERVICES 929 86% 900 86% +3.1% +8,8% English-speaking market & Asia-Pacific 412 38% 432 41% -4.8% +0.3% Ibero-LATAM 284 26% 255 24% +11.3% +21.9% Continental Europe & MEA 233 22% 213 21% +9.4% +10.7% SPECIALIZED SERVICES 156 14% 150 14% +4.2% +10.2% TOTAL 1,085 100% 1,050 100% +3.3% +9.0%

% change (in millions of euros) Q3 2017 % total Q3 2016 % total Reported Like-for-like CORE SERVICES 861 85% 838 92% +2.8% +7.0% English-speaking market & Asia-Pacific 383 38% 413 45% -7.2% -1.2% Ibero-LATAM 266 26% 229 25% +16.2% +17.7% Continental Europe & MEA 212 21% 196 22% +8.1% +11.1% SPECIALIZED SERVICES 153 15% 72 8% +111.2% +9.2% TOTAL 1,014 100% 910 100% +11.4% +7.2%

% change (in millions of euros) Q2 2017 % total Q2 2016 % total Reported Like-for-like CORE SERVICES 851 84% 785 93% +8.4% +7.9% English-speaking market & Asia-Pacific 387 38% 384 45% +0.8% +2.3% Ibero-LATAM 264 26% 208 25% +26.7% +20.0% Continental Europe & MEA 200 20% 193 23% +3.6% +4.9% SPECIALIZED SERVICES 164 16% 59 7% +177.2% +10.1% TOTAL 1,015 100% 844 100% +20.2% +8.0%

% change (in millions of euros) Q1 2017 % total Q1 2016 % total Reported Like-for-like CORE SERVICES 901 85% 790 94% +14.0% +11.7% English-speaking market & Asia-Pacific 425 40% 399 47% +6.4% +5.0% Ibero-LATAM 271 25% 192 23% +40.9% +30.6% Continental Europe & MEA 206 20% 199 24% +3.2% +5.4% SPECIALIZED SERVICES 165 15% 54 6% ns +12.9% TOTAL 1,066 100% 844 100% +26.3% +11.7%

12 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Consolidated statement of income

(in millions of euros) 2017 2016 Revenues 4,180 3,649 Other revenues 8 5 Personnel -2,746 -2,435 External expenses -700 -642 Taxes other than income taxes -22 -19 Depreciation and amortization -164 -150 Amortization of intangible assets acquired as part of a business combination -87 -41 Impairment loss on goodwill -67 Share-based payments -24 -22 Other operating income and expenses -23 -6 Operating profit 355 339 Income from cash and cash equivalents 1 1 Interest on financial liabilities -60 -35 Net financing costs -59 -34 Other financial income and expenses 9 -5 Financial result -50 -39 Profit before taxes 305 300 Income tax 9 -83 Net profit 314 217 Net profit – Group share 312 214 Net profit attributable to non-controlling interests 2 3 Basic earnings per share (in €) 5.40 3.73 Diluted earnings per share (in €) 5.31 3.67

Teleperformance - Notice of meeting 2018 13 2 SUMMARY OF THE ACTIVITIES IN 2017

Consolidated balance sheet

(in millions of euros) 12.31.2017 12.31.2016* ASSETS Non-current assets Goodwill 1,676 1,938 Other intangible assets 946 1,172 Property, plant and equipment 423 476 Financial assets 43 55 Deferred tax assets 28 31 Total non-current assets 3,116 3,672 Current assets Current income tax receivable 62 46 Accounts receivable – Trade 896 871 Other current assets 93 100 Other financial assets 38 24 Cash and cash equivalents 285 282 Total current assets 1,374 1,323 TOTAL ASSETS 4,490 4,995

(in millions of euros) 12.31.2017 12.31.2016* EQUITY AND LIABILITIES Equity Share capital 144 144 Share premium 575 575 Translation reserve -165 100 Other reserves 1,356 1,092 Equity attributable to owners of the Company 1,910 1,911 Non-controlling interests 12 10 Total equity 1,922 1,921 Non-current liabilities Provisions 15 13 Financial liabilities 1,387 1,688 Deferred tax liabilities 234 444 Total non-current liabilities 1,636 2,145 Current liabilities Provisions 52 39 Current income tax 90 61 Accounts payable – Trade 141 126 Other current liabilities 425 442 Financial liabilities 224 261 Total current liabilities 932 929 TOTAL EQUITY AND LIABILITIES 4,490 4,495

* Restated following the finalization of the measurement of the fairr values of the identifiable assets and liabilities acquired of Languageline Solutions LLC.

14 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Consolidated Statement of Cash Flows

(in millions of euros) 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net profit – Group share 312 214 Net profit attributable to non-controlling interests 2 3 Income tax expense (credit) -9 83 Net financial interest expense 53 29 Non cash items off income and expense 363 196 Income tax paid -147 -83 Internally generated funds from operations 574 442 Change in working capitall requirements -58 17 Net cash flow from operating activities 516 459 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of intangible assets and property, plant and equipment -148 -192 Loans made -10 Proceeds from disposals of intangible assets and property, plant and equipment 1 2 Loans repaid 1 Acquisition of subsidiaries -4 -1,380 Net cash flow from investing activities -151 -1,579 CASH FLOWS FROM FINANCING ACTIVITIES Acquisition net of disposal of treasury shares -1 -17 Change in ownership interest in controlled entities -39 -33 Dividends paid to parent company shareholders -75 -68 Financial interest paid/received -45 -33 Increase in financial liabilities 1,729 2,696 Repayment of financial liabilities -2,022 -1,355 Net cash flow from financing activities -453 1,190 Change in cash and cash equivalents -88 70 Effect of exchange rates on cash held 92 -45 NET CASH AT JANUARY 1ST 279 254 NET CASH AT DECEMBER 31ST 283 279

Teleperformance - Notice of meeting 2018 15 2 SUMMARY OF THE ACTIVITIES IN 2017

Alternative performance measures (APMs)

EBITDA before non-recurring items (Earnings before Interest, Taxes, Depreciation and Amortizations): Operating profit before depreciation & amortization, amortization of intangible assets acquired as part of a business combination, goodwill impairment charges and non-recurring items*.

(in millions of euros) 2017 2016 Operating profit 355 339 Depreciation and amortization 164 150 Amortization of intangible assets acquired as part of a business combination 87 41 Impairment loss on goodwill 67 0 Share-based payments 24 22 Other operating income and expense 23 6 EBITDA BEFORE NON-RECURRING ITEMS 720 558

EBITA before non-recurring items (Earnings before Interest, Taxes and Amortizations): Operating profit before amortization of intangible assets acquired as part of a business combination, goodwill impairment charges and non-recurring items*.

(in millions of euros) 2017 2016 Operating profit 355 339 Amortization of intangible assets acquired as part of a business combination 87 41 I mpairment loss on goodwill 67 0 Share-based payments 24 22 Other operating income and expense 23 6 EBITA BEFORE NON-RECURRING ITEMS 556 408

Net free cash flow: Cash flow generated by the business – acquisitions of intangible assets and property, plant and equipment net of disposals – financial income/expenses.

(in millions of euros) 2017 2016 Net cash flow from operating activities 516 459 Acquisition of intangible assets and property, plant and equipment -148 -192 Proceeds from disposals of intangible assets and property, plant and equipment 1 2 Financial interests paid/received -45 -33 NET FREE CASH FLOW 324 236

* It principally comprises restructuring costs, incentive share award plans expense, costs of closure of subsidiary companies, transaction costs for the acquisition of companies and all other expenses that are unusual by reason of their nature or amount.

16 Teleperformance - Notice of meeting 2018 SUMMARY OF THE ACTIVITIES IN 2017 2

Net debt: Current and non-current financial liabilities – cash and cash equivalents

(in millions of euros) 12/31/2017 12/31/2016 Non-current liabilities Financial liabilities 1,387 1,688 Current liabilities Financial liabilities 224 261 Cash and cash equivalent -285 -282 NET DEBT 1,326 1,667

Change in like-for-like revenue: Change in revenue at constant rates and scope of consolidation, corresponding to current year revenue – last year revenue at current year rates – revenue from acquisitions at current year rates / last year revenue at current year rates.

Teleperformance - Notice of meeting 2018 17 Governance 3 Composition of the Board of Directors, the Committees and the Executive Committee The Board of Directors

Mr. Daniel Julien Ms. Emily Abrera Mr. Alain Boulet Chairman and Chief Executive Officer

Mr. Bernard Canetti Mr. Philippe Dominati Ms. Pauline Ginestié

Mr. Jean Guez Ms. Wai Ping Leung Mr. Robert Paszczak

Ms. Leigh Ryan Ms. Christobel Selecky Ms. Angela Maria Sierra-Moreno é Thomas Laisn @

Non-French citizen oubinationals Mr . Patrick Thomas Mr. Stephen Winningham Independent director

18 Teleperformance - Notice of meeting 2018 GOVERNANCE 3

The Committees of the Board

Audit and Compliance Committee Remuneration and Appointments Committee

■ Mr.Alain Boulet , Chairman ■ Mr.Robert Paszczak , Chairman

■ Mr.Jean Guez ■ Ms. Emily Abrera

■ Mr.Stephen Winningham ■ Mr.Bernard Canetti

The Executive Committee

Daniel Julien Brian Johnson Chairman and Chief Executive Officer and Chairman of the Executive Co-President of the English-speaking and Asia-Pacific region Committee David Rizzo Olivier Rigaudy Co-president of the English-speaking and Asia-Pacific region Deputy Chief Executive Officer and Group Chief Financial Officer Yannis Tourcomanis Leigh Ryan President of the Continental Europe, Middle-East and Africa region Group Chief Legal Officer and Chief Compliance Officer Joao Cardoso Jeffrey Balagna Chief Research and Development and Digital Integration Officer Chief Operating Officer Alan Truitt Agustin Grisanti Chief Business Development Officer President of the of the Ibero-LATAM region

Teleperformance - Notice of meeting 2018 19 3 GOVERNANCE

Proposals to the shareholders’ meeting on the composition of the Board of Directors

It is proposed that the shareholders’ meeting to be held on April to the Board his experience as a executive officer and director 20th, 2018: of international groups as well as his expertise in fast-growing environments to support the Group in the success of its ■ renew the terms of office of five directors which are expiring. ambitious growth plan for its activities. If the shareholders’ meeting approves the propositions submitted: If the shareholders’ meeting approves all the propositions thus submitted, the Board of Directors will maintain: ● the terms of office of Ms. Emily Abrera and Messrs Daniel Julien and Stephen Winningham will be renewed for 3years. ■ a rate of independent directors of 64%. ● the terms of office of Mssrs Bernard Canetti and Jean Guez The Board of Directors, upon proposal off its Remuneration will be renewed for 2 years. and Appointments Committee, has considered that Ms.Emily These renewals will allow to maintain a strong rate of Abrera, Mr. Patrick Thomas and Mr. Stephen Winningham independent directors and feminization as well as a strong continue to be qualified as independent in application of the internationalization within the Board.They will also allow to independence criteria of the AFEP-MEDEF code;

maintain an expertise and knowledge of the Group necessary ■ a percentage of women of 43%, thus complying with the legal to the good functioning of the Board. provisions on the matter; ■ ratify the cooptation of Mr. Patrick Thomas as a director in ■ a continued strong internationalization of its composition with replacement of Mr. Paulo César Salles Vasques, who resigned six nationalities represented and 64% of non-French directors th on October 13 , 2017, for the remaining duration of his tem or binationals; of office, i.e., until the end of the shareholders’ meeting to be ■ a strong knowledge of the Group, its business and specificities. held in 2019 and called to approve the financial statements for the preceding year. The appointment of Mr. Thomas brings

AFTER THE MEETING* 36%

RATE OF INDEPENDENT DIRECTORS

64%

Independent Non independent

43%

GENDER BALANCE

57%

Women Men

36% DIVERSITY

64%

* Subject to the approval of the resolutions 11 to 16 by the shareholders’ meeting. French nationality Non-French nationality or binationals

20 Teleperformance - Notice of meeting 2018 GOVERNANCE 3

Information related to directors whose renewal or ratification of appointment are proposed

Daniel Julien Director Chairman and Chief Executive Officer

65 years old Expertise and experience Nationalities: Daniel Julien was born on December 23rd, 1952, and holds an Economics Degree from Paris X University. French and American In 1978, he founded the Teleperformance telemarketing company in a Paris office with only ten telephone lines, at the age of 25. By 1985, only a few years later, Teleperformance had become the market leader in Number of shares held: France. The Group opened subsidiaries in Belgium and Italy the following year. In 1988, the Group continued 974,314 shares its European development by adding subsidiaries in Spain, Germany, Sweden and the United Kingdom, and Attendance rate over in 1995it became the European market leader. In 1993, under the leadership of its founder, the Group thelastthree years: continued its international expansion by opening a call center in the United States, followed by Asia in 100% 1996and then Latin America, including Mexico in 2002and Argentina and Brazil in 2004. The Group founded by Daniel Julien has been the global leader in the customer relations management market since 2007. Renewal of the term of office as a director proposed under Daniel Julien was Chairman of the Management Board of the Company and then Chairman and CEO the 11th resolution from May2011to May2013further to the change of governance structure (from a dualist to a monistic governance structure). From May2013to October 2017, he served as the Group executive Chairman. Since October 13th, 2017, he serves Chairman and Chief Executive Officer.

Current directorships Directorships expired within the last five years Teleperformance Group

■ Chairman of the Board and Chief Executive Teleperformance Group Officerr of Teleperformance Group, Inc. (USA) ■ Chairman and Chief Executive Officerr of Impulsora

■ Director of various overseas subsidiaries of the Corporativa Internacional S.A. de C.V. Teleperformance Group (USA, Canada and UK) ■ Director of U.S. Solutions Group, Inc. Other (non-listed companies) Other

■ Director of Frens Inmobiliaria, S.A. de C.V. None. (Mexico)

■ Director of DJ Plus Operadora Inmobiliaria, S. de R.L. de C.V. (Mexico)

■ Director of DJ Plus S. de R.L. de C.V. (Mexico)

Teleperformance - Notice of meeting 2018 21 3 GOVERNANCE

Emily Abrera Independent director Member of the Remuneration and Appointments Committee

70 years old Expertise and experience Nationality: Emily Abrera was born on August 6th, 1947, and took up Journalism and Mass Communications at the Philippine University of the Philippines. In 1979, she joined the Philippine subsidiary of McCann Erickson, a global advertising communications Group, as creative director. She was appointed President in 1992, and became Number of shares held: Chairman and Chief Executive Officer of the Company in 1999. Her exemplary management contributed 1,000 shares to the agency’s success and sustained leadership in a highly competitive environment. After retiring in May Attendance rate over 2004, miss. Abrera served as Chairman of McCann Worldgroup Asia-Pacific from 2008to 2010, as well as thelastthree years: Chairman Emeritus of McCann Worldgroup in the Philippines. 93% Ms. Abrera is involved in a number of public interest causes which include literacy, children’s and women’s Renewal of the term of office rights and protection of the environment. She serves as Chairman of the Board of the Cultural Center of as a director proposed under the Philippines since 2006and the Children’s Hour Philippines organization since 2009. She is also a Board the 12th resolution member of the Philippine Eagle Foundation, the Philippine Board on Books for Young People and the Philippine Cancer Society among others. Ms. Emily Abrera was co-opted to the Board of Directors of the Company on November 27th, 2012. This appointment (cooptation) was ratified by the shareholders’ meeting held on May30th, 2013.

Current directorships Directorships expired within the last five years Teleperformance Group None. Teleperformance Group None. Other (non-listed companies)

■ President of the Foundation for Communication Other Initiatives (Philippines) ■ Director of Aboitiz Transport Corporation and

■ Chairwoman of the Boardd of CCI Asia Bank ofthePhilippine Islands (BPI)

■ Director of Pioneer Insurance

■ Director of Splash Corporation

22 Teleperformance - Notice of meeting 2018 GOVERNANCE 3

Bernard Canetti Director Member of the Remuneration and Appointments Committee

68 years old Expertise and experience Nationality: Bernard Canetti was born on May 7th, 1949, and graduated from the ESCP Europe Business School in 1972. French Bernard Canetti’s career has been focused on publishing and innovation. He was Chief Executive Officer of Éditions Robert Laffont’s mail-order business until 1984, when he joined the Guilde Internationale du Number of shares held: Disque, which he merged with the Editions Atlas Group in 1986. As CEO, then Chairman and CEO, he turned 1,000 shares the Company, over 25 years into a profitable and powerful Group operating in 29countries and market Attendance rate over leader for online and mail-order sales of cultural collections and mass-market textile products. In 2010, thelastthree years: he founded Comme J’aime and became the Company’s Chairman. Following a spectacular growth, Comme 100% J’aime is currently the leader in France of nutritional re-education programs for overweight people. At the end of 2012, he repurchased the Centre Européen de Formation (European Training Centre) and became the Renewal of the term of office Company’s Chairman. He transformed the Company into one of the main private establishments providing as a director proposed under remote professional training and correspondence courses on the French market. In 2015, he set up and the 14th resolution presided over Xynergy Group, a holding company which owns and manages Comme J’aime and the Centre européen de Formation. Mr. BernardCanetti was appointed to the Supervisory Board of the Company on June 23rd, 2005, and became a director on May 31st, 2011, following the change in the governance structure adopted by the shareholders’ meeting.

Current directorships Directorships expired within the last five years Teleperformance Group None. Teleperformance Group None. Other (non-listed companies)

■ Chairman of Comme J’aime SAS (France) and Other Comme J’aime Italie SAS (Italia) ■ Chairman of Provea SAS, Éditions Atlas SAS and

■ Chairman of Centre Européen de Formation SAS Éditions AtlasInc. (Canada) (France) ■ Director of Marathon SAS

■ Chairman of Xynergy Groupe SAS (France)

■ Director of Productions Jacques Canetti and Editions Majestic (France)

Teleperformance - Notice of meeting 2018 23 3 GOVERNANCE

Jean Guez Director Member of the Audit and Compliance Committee

72 years old Expertise and experience Nationality: Mr. Jean Guez was born on November 25th, 1945, and is a graduate of the Montpellier Business School and French the Paris Institute of Corporate Administration. He also holds a Degree in Chartered Accountancy. From October1967, he worked as a trainee chartered accountant at SETEC (Paris), and then at Peat Marwick Number of shares held: Mitchell (KPMG) from December1968. In 1972, after qualifying as a chartered accountant and statutory 1,000 shares auditor, he joined SO.CO.GE.RE as Chief Executive Officer, a position he held until 1982, when he joined Attendance rate over Sofintex as a Managing Partner. He then became a partner of the BDO France Group in 2000, and then of thelastthree years: the Deloitte Group in 2006. He is currently a Managing Partner at Conseil CSA. 93% Mr. Jean Guez was appointed to the Supervisory Board of the Company on January 29th, 2010, and became st Renewal of the term of office a director on May31 , 2011, following the change in the governance structure adopted by the shareholders’ as a director proposed under meeting. the 15th resolution

Current directorships Directorships expired within the last five years Teleperformance Group

■ Director of Société Tunisienne de Telemarketing Teleperformance Group SA (Tunisia) None. ■ Director of Société Méditerranéenne de Other Téléservices SA (Tunisia) None. ■ Director of Société Anonyme Marocaine d’Assistance Client SA (Morocco)

■ Director of Luxembourg Contact Centers S.a.r.l (Luxemburg) Other (non-listed companies)

■ Managerr of Cabinet SCA

■ Co-managerr of SCI Sinimmo

■ President of SAS République Participation Conseil

■ President of SASU Troubat

24 Teleperformance - Notice of meeting 2018 GOVERNANCE 3 é

Patrick Thomas Thomas Laisn @ Independent director and Lead Independent director

70 years old Expertise and experience Nationality: Patrick Thomas was born on June16th, 1947and is a graduate of the École Supérieure de Commerce de Paris French (ESCP). He served as Chief Executive Officer of Pernod Ricard U.K. from 1986to 1989. From 1997to 2000he chaired the Lancaster Group, and from 2000to 2003he served as Chairman and Chief Executive Officer of Attendance rate over the British company William Grant & Sons. Finally, he was Chief Executive Officer of Hermès International thelastthree years: from 1989to 1997. He rejoined the Hermès Group from 2003to 2014as Chief Executive Officer and then n/a manager of Hermès International. Ratification of the temporary Mr. Patrick Thomas was co-opted to the Board of Directors of the Company on November 30th, 2017. This appointment proposed under cooptation will be submitted, for ratification, to the shareholders’ meeting to be held on April 20th, 2018. He th the 16 resolution also was appointed Lead Independent director by the Board meeting held on February 28th, 2018.

Current directorships Directorships expired within the last five years Teleperformance Group None. Teleperformance Group None. Other Other Listed companies: ■ Director of Lacoste (France) ■ Director, Chairman of the Compensation ■ Committee, member of the Audit, Risks and Ethics Vice-Chairman and member of the Supervisory Committee and member of the Appointments and Board of Gaulme (France) Governance Committee of Renault SA (France) ■ Director and Censor (non-voting director) of Remy

■ Vice-Chairman of the Supervisory Board and Cointreau (France) Chairman of the Compensation Committee of ■ Managerr of Hermès International and various Laurent Perrier SA (France) terms of office in subsidiaries of the Hermès Group Non-listed companies:

■ Member of the Supervisory Boardd of Leica Camera AG (Germany)

■ Member of the Supervisory Boardd of Château Palmer (France)

■ Chairman of the Supervisory Committee, Chairman of the Compensation Committee and Chairman of the Invesments Committee of Ardian (France)

■ Vice-Chairman of the Supervisory Boardd of Massilly Holding (France)

■ Chairman and director of Shang Xia Trading (China)

■ Chairman and director of Full More Group (Hong Kong)

Teleperformance - Notice of meeting 2018 25 3 GOVERNANCE

Stephen Winningham Independent director Member of the Audit and Compliance Committee

68 years old Stephen Winningham was born on December1st, 1949, and holds a Masters in Business Degree (Finance & marketing) from Columbia University and pursued additional studies in Economics at New York University. Nationality He has 30 years of international experience in the banking field. He began his banking career at Citibank, American and British NA, before moving to Drexel Burnham Lambert. He then held management positions at Paine Webber Number of shares held: Inc. and Kidder Peabody & Co. in New York, which have since then merged with the UBS Group. He was 1,000 shares managing director of Salomon Brothers-Citigroup from 1996 to 2007, when he was based in New York and Hong Kong. He became managing director of Lloyds Banking in London in 2007, specifically responsible for Attendance rate over global finance institutions, and then for key accounts in 2009. Stephen Winningham has been a managing thelastthree years: director and Co-Head of the Corporate Finance – Europe, Middle East and Africa – Department at Houlihan 100% Lokey in London since February2012. He is also co-Founder and Chairman of City Harvest, a London charity Renewal of the term of office addressing hunder. as a director proposed under Stephen Winningham was appointed to the Supervisory Board of the Company on June2nd, 2010, and has the 13th resolution been a director since May31st, 2011.

Current directorships Directorships expired within the last five years Teleperformance Group Teleperformance Group

■ None. ■ None. Other (non-listed companies) Other

■ Managing director of Houlihan Lokey ■ None. (United Kingdom)

26 Teleperformance - Notice of meeting 2018 Agenda and resolutions 4 proposed by the Board of Directors

Agenda

AS AN ORDINARYY SHAREHOLDERS’ MEETING 1. Approval of the statutory financial statements for the year ended December31, 2017 2. Approval of the consolidated financial statements for the year ended December31, 2017 3. Appropriation of 2017 results – Determination of dividend amount and payment date 4. Special report of the statutory auditors on regulated agreements and commitments and approval of the modification of the non- compete agreement entered into between Mr. Daniel Julien, Teleperformance Group, Inc. and Teleperformance SE 5. Special report of the statutory auditors on regulated agreements and commitments and approval of the non-compete agreement entered into between Mr. Olivier Rigaudy and Teleperformance SE 6. Approval of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Daniel Julien, Chairman of the Board of Directors until October13, 2017 and Chairman and Chief Executive Officer since that date 7. Approval of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Paulo César Salles Vasques, Chief Executive Officer until October13, 2017 8. Approval of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Olivier Rigaudy, Deputy Chief Executive Officer since October13, 2017 9. Approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind of the Chairman and Chief Executive Officer 10. Approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind of the Deputy Chief Executive Officer 11. Renewal of the term of office of Mr. Daniel Julien as a director for a three-year term 12. Renewal of the term of office of Ms. Emily Abrera as a director for a three-year term 13. Renewal of the term of office of Mr. Stephen Winningham as a director for a three-year term 14. Renewal of the term of office of Mr. Bernard Canetti as a director for a two-year term 15. Renewal of the term of office of Mr. Jean Guez as a director for a two-year term 16. Approval of the temporary appointment of Mr. Patrick Thomas as a director 17. Authorization to be given to the Board of Directors to allow the Company to repurchase its own shares pursuant to the provisions of Article L.225-209 of the French Commercial Code, duration of the authorization, purposes, conditions, cap, non-exercise during public offerings 18. Powers for formalities

Proposed resolutions

First resolution Second resolution Approval of the statutory financial statements for Approval of the consolidated financial statements the year ended December 31, 2017 for the year ended December 31, 2017 The shareholders’ meeting, having met the quorum and The shareholders’ meeting, having met the quorum and majority requirements for ordinary shareholders’ meetings, majority requirements for ordinary shareholders’ meetings, having considered the reports of the Board of Directors and having considered the reports of the Board of Directors and the the statutory auditors for the year ended December31, 2017, statutory auditors on the consolidated financial statements for approves the statutory financial statements as presented the year ended December31, 2017, approves the consolidated to them, which show a profit of €71,341,012.29, as well as financial statements as presented to them, which show a the transactions recorded in said financial statements or profit (Group share) of €312million, as well as the transactions summarized in said reports. recorded in said financial statements or summarized in said reports. Teleperformance - Notice of meeting 2018 27 4 AGENDA AND RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS

Third resolution Pursuant to the provisions of Article243 bis of the French General Tax Code, the shareholders’ meeting acknowledges that Appropriation of 2017 results – Determination of the following dividends and incomes were distributed in respect dividend amount and payment date of the previous three financial years: The shareholders’ meeting, having met the quorum and majority requirements for ordinary shareholders’ meetings, hereby Income eligible for deduction resolves, upon recommendation of the Board of Directors to Other Income not appropriate the profit for the year ended December31, 2017, Financial income eligible for of €71,341,012.29 as follows: year Dividends distributed deduction €52,625,554.80* 2014 Profit for the year: €71,341,012.29 or €0.92 per share** - - €68,642,028.00* Plus retained earnings, i.e.: €18,000,741.45 2015 or €1.20 per share** - - Representing a distributable profit of: €89,341,753.74 €75,114,000.00* 2016 Distributed in its entirety to the or €1.30 per share** - - shareholders by way of dividends, i.e.: €89,341,753.74 * Including the amount of the unpaid dividends corresponding to treasury shares The “retained earnings” account is thus allocated to “retained earnings”. ** This dividend gave rig ht to a 40% tax credit applicable to individuals having their tax reduced to: €0 residence in France as provided for under Article158-3-2° of the French General Tax Code. The shareholders’ meeting resolves to distribute to the shareholders an additional amount of: €17,551,246.26 Deducted from the “other reserves” item From: €86,859,055.65 Fourth resolution which is then reduced: To: €69,307,809.39 Special report of the statutory auditors on regulated Representing a total dividend of: €106,893,000.00 agreements and commitments and approval of the modification of the non-compete agreement entered The shareholders’ meeting notes that the total gross dividend into between Mr. Daniel Julien, Teleperformance per share is set at €1.85. When paid to individuals having their Group, Inc. and Teleperformance SE tax residence in France, the dividend is subject either to a single flat-rate levy on the gross dividend at a flat rate of 12.8% The shareholders’ meeting, having met the quorum and (Article200 A of the French General Tax Code), or upon the majority requirements for ordinary shareholders’ meetings, express, irrevocable and global option of the taxpayer, to an having considered the special report of the statutory auditors income tax on a progressive scale after, in particular, a 40% tax on regulated agreements and commitments as presented credit (Articles200 A, 13, and 158 of the French General Tax to them, approves the amendment of the non-compete Code). The dividend is also subject to social security contributions agreement entered into between Mr. Daniel Julien, Chairman at a rate of 17.2%. and Chief Executive Officer, Teleperformance Group, Inc. and Teleperformance SE mentioned in said report. The ex-dividend date is set on April25, 2018. This dividend will be paid on April27, 2018. In the event of a difference in the number of dividend shares Fifth resolution compared to the 57,780,000 shares comprising the share Special report of the statutory auditors on regulated capital as of February28, 2018, the total dividend amount will agreements and commitments and approval of the be adjusted accordingly and the amount appropriated to the non-compete agreement entered into between Mr. “retained earnings” account will be calculated on the basis of Olivier Rigaudy and Teleperformance SE dividends actually paid. The shareholders’ meeting, having met the quorum and majority requirements for ordinary shareholders’ meetings, having considered the special report of the statutory auditors on regulated agreements and commitments as presented to them, approves the non-compete agreement entered into between Mr. Olivier Rigaudy, Deputy Chief Executive Officer, and Teleperformance SE mentioned in said report.

28 Teleperformance - Notice of meeting 2018 AGENDA AND RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS 4

Sixth resolution Chief Executive Officer since October13, 2017, as presented on page114 of the Registration Document for the year ended Approval of the fixed, variable and exceptional December31, 2017. elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Daniel Julien, Chairman of the Board of Directors until October 13, Ninth resolution 2017 and Chairman and Chief Executive Officer since Approval of the principles and criteria for that date determining, allocating and granting the fixed, variable and exceptional elements of the total The shareholders’ meeting, having met the quorum and majority remuneration and the benefits of all kind of the requirements for ordinary shareholders’ meetings and pursuant Chairman and Chief Executive Officer to the provisions of Article L.225-100 II of the French Commercial Code, approves the fixed, variable and exceptional elements The shareholders’ meeting, having met the quorum and majority of the total remuneration and the benefits of all kind paid or requirements for ordinary shareholders’ meetings, pursuant to granted by Teleperformance Group Inc., the Company’s US the provisions of Article L.225-37-2 of the French Commercial subsidiary, in connection with financial year 2017 to Mr. Daniel Code, approves the principles and the criteria for determining, Julien, in respect of his office as Chairman of the Board of allocating and granting the fixed, variable and exceptional Directors until October13, 2017 and as Chairman and Chief elements of the total remuneration and the benefits of all kind Executive Officer since that date, as presented on page112 of due, as from January1, 2018, in respect of his position, to the the Registration Document for the year ended December31, Chairman and Chief Executive Officer, as contained in the report 2017. provided for in Article L.225-37 of the French Commercial Code and as presented on pages115 to 118 of the Registration Document for the year ended December31, 2017. Seventh resolution Approval of the fixed, variable and exceptional elements of the total remuneration and the Tenth resolution benefits of all kind paid or granted in connection Approval of the principles and criteria for with financial year 2017 to Mr. Paulo César Salles determining, allocating and granting the fixed, Vasques, Chief Executive Officer until October 13, variable and exceptional elements of the total 2017 remuneration and the benefits of all kind of the Deputy Chief Executive Officer The shareholders’ meeting, having met the quorum and majority requirements for ordinary shareholders’ meetings and pursuant The shareholders’ meeting, having met the quorum and majority to the provisions of Article L.225-100 II of the French Commercial requirements for ordinary shareholders’ meetings, pursuant to Code, approves the fixed, variable and exceptional elements the provisions of Article L.225-37-2 of the French Commercial of the total remuneration and the benefits of all kind paid or Code, approves the principles and the criteria for determining, granted by Teleperformance Group Inc., the Company’s US allocating and granting the fixed, variable and exceptional subsidiary, on the one hand and by the Company, on the other elements of the total remuneration and the benefits of all hand in connection with financial year 2017 to Mr. Paulo César kind due, as from January1, 2018, in respect of his position, to Salles Vasques, in respect of his office as Chief Executive Officer the Deputy Chief Executive Officer, as contained in the report until October13, 2017, as presented on pages113 and 114 of provided for in Article L.225-37 of the French Commercial Code the Registration Document for the year ended December31, and as presented on pages115 and 118 of the Registration 2017. Document for the year ended December31, 2017.

Eighth resolution Eleventh resolution Approval of the fixed, variable and exceptional Renewal of the term of office of Mr. Daniel Julien elements of the total remuneration and the as a director for a three-year term benefits of all kind paid or granted in connection with financial year 2017 to Mr. Olivier Rigaudy, The shareholders’ meeting, having met the quorum and majority Deputy Chief Executive Officer since October 13, 2017 requirements for ordinary shareholders’ meetings, having considered the report of the Board of Directors, decides to The shareholders’ meeting, having met the quorum and majority renew the term of office of Mr. Daniel Julien as a director for requirements for ordinary shareholders’ meetings and pursuant a three-year term, which will expire at the conclusion of the to the provisions of Article L.225-100 II of the French Commercial shareholders’ meeting to be held in 2021 called to approve the Code, approves the fixed, variable and exceptional elements financial statements for the previous financial year. of the total remuneration and the benefits of all kind paid or granted by the Company, in connection with financial year 2017, to Mr. Olivier Rigaudy, in respect of his office as Deputy

Teleperformance - Notice of meeting 2018 29 4 AGENDA AND RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS

Twelfth resolution Sixteenth resolution Renewal of the term of office of Ms. Emily Abrera as Approval of the temporary appointment of a director for a three-year term Mr. Patrick Thomas as a director The shareholders’ meeting, having met the quorum and majority The shareholders’ meeting, having met the quorum and requirements for ordinary shareholders’ meetings, having majority requirements for ordinary shareholders’ meetings, considered the report of the Board of Directors, decides to having considered the report of the Board of Directors, decides renew the term of office of Ms. Emily Abrera as a director for to approve the temporary appointment made by the Board a three-year term, which will expire at the conclusion of the of Directors at its meeting held on November30, 2017, of shareholders’ meeting to be held in 2021 called to approve the Mr.Patrick Thomas as director, in replacement of Mr. Paulo financial statements for the previous financial year. César Salles Vasques, who resigned, for the remaining duration of the term of office of his predecessor, namely at the conclusion of the shareholders’ meeting to be held in 2019 called to approve Thirteenth resolution the financial statements for the previous financial year. Renewal of the term of office of Mr. Stephen Winningham as a director for a three-year term Seventeenth resolution The shareholders’ meeting, having met the quorum and majority Authorization to be given to the Board of Directors requirements for ordinary shareholders’ meetings, having to allow the Company to repurchase its own shares considered the report of the Board of Directors, decides to pursuant to the provisions of Article L.225-209 of renew the term of office of Mr. Stephen Winningham as director the French Commercial Code, term of authorization, for a three-year term, which will expire at the conclusion of the purposes, conditions, cap, exclusion of use during shareholders’ meeting to be held in 2021 called to approve the period of a public offering financial statements for the previous financial year. The shareholders’ meeting, having met the quorum and majority requirements for ordinary shareholders’ meetings, having Fourteenth resolution considered the report of the Board of Directors, authorizes the Board of Directors, for a period of 18 months, pursuant to the Renewal of the term of office of Mr. Bernard Canetti provisions of Articles L.225-209 et seq. of the French Commercial as a director for a two-year term Code, to purchase Company shares, on one or more occasions The shareholders’ meeting, having met the quorum and as it shall see fit, within the limit of 10% of the number of shares majority requirements for ordinary shareholders’ meetings, comprising the share capital, adjusted, where applicable, to take having considered the report of the Board of Directors, decides into account any share capital increases or reductions carried to renew the term of office of Mr. Bernard Canetti as director out during the repurchase program. for a two-year term, in accordance with the provisions of This authorization cancels and supersedes the authorization Article14 paragraph5 of the Company’s articles of association granted to the Board of Directors by the Combined shareholders’ on staggered terms, which will expire at the conclusion of the meeting held on June23, 2017 in its 15th ordinary resolution. shareholders’ meeting to be held in 2020 called to approve the financial statements for the previous financial year. Company shares may be repurchased for the purposes of:

■ stimulating the secondary market or ensuring the liquidity of the Teleperformance SE share with the assistance of Fifteenth resolution an investment service provider under a liquidity contract Renewal of the term of office of Mr. Jean Guez as a in compliance with the AMAFI code of ethics permitted by director for a two-year term regulations, it being specified that in this context, the number of shares taken into account for the calculation of the The shareholders’ meeting, having met the quorum and abovementioned limit corresponds to the number of shares majority requirements for ordinary shareholders’ meetings, bought, after deduction of the number of shares resold, having considered the report of the Board of Directors, decides ■ retaining the purchased shares and subsequently delivering to renew the term of office of Mr. Jean Guez as director for a them as consideration of an exchange or a payment in two-year term, in accordance with the provisions of Article14 connection with potential external growth acquisitions; it being paragraph5 of the Company’s articles of association on specified that shares acquired for this purpose cannot exceed staggered terms, which will expire at the conclusion of the 5% of the Company’s share capital, shareholders’ meeting to be held in 2020 called to approve the financial statements for the previous financial year.

30 Teleperformance - Notice of meeting 2018 AGENDA AND RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS 4

■ ensuring the coverage of stock option plans and/or no consideration, the aforementioned amount will be adjusted performance share plans (or similar plans) in favor of Group in the same proportion (multiplier equal to the ratio between employees and/or corporate officers, as well as all share the number of shares comprising the share capital before the allocations under Company or Group savings plans (or similar transaction and said number of shares after the transaction). plans) and profit-sharing schemes and/or all other forms The maximum amount of the transaction is therefore set at of share allocation to Group employees and/or corporate €1,040,040,000. officers,

■ ensuring the coverage of securities rights to the share capital The shareholders’ meeting hereby grants all powers to the of Company shares pursuant to the regulations in force, Board of Directors, with the ability to further delegate, to carry out these transactions, to set the terms and conditions thereof, ■ possibly cancelling the acquired shares, pursuant to the to carry out, where applicable, any adjustments related to authorization granted by the shareholders’ meeting held on transactions involving the Company ’s share capital, to enter into June23, 2017 in its 16th extraordinary resolution, and any agreements and to complete all formalities and statements ■ carrying out, in general, any transaction permitted under and, in general, to do all that is required for the implementation current regulations. of the present authorization. These purchases may be carried out by any means, including by means of acquisition of block of shares, and at such times as the Board of Directors shall determine within the limits and Eighteenth resolution on the terms and conditions provided for by applicable laws Powers for formalities and regulations. The Company reserves the right to use option or derivative instruments, subject to applicable regulations. The The shareholders’ meeting, having met the quorum and majority maximum portion of the share capital that may be transferred requirements for ordinary shareholders’ meetings, grants full by way of a block trade could cover the entire share repurchase powers to the holder of an original, copy or extract of these program. These transactions shall not be carried out during minutes in order to carry out all filing and publication formalities a period of a public offering initiated by a third party on the required by law. Company’s shares and until the end of the period of public offering. The maximum purchase price is set at €180 per share excluding transaction costs. In the event of equity transactions, including stock splits, reverse stock splits and allocation of shares under

Teleperformance - Notice of meeting 2018 31 Report of the Board of Directors 5 on the proposed agenda and resolutions submitted to the Ordinary S hareholders’ M eeting to be held on April 20th, 2018

Madam, Sir, dear shareholder, We have convened you to the ordinary shareholders’ meeting to submit for your approval the following proposed resolutions:

I. Approval of the financial statements for It is thus proposed, under the 3rd resolution, to appropriate the the year ended December 31st, 2017 results for the year as follows: (1stand 2ndd ordinary resolutions) Profit for the year: €71,341,012.29 The first items on the agenda relate to the approval of the statutory (1st resolution) and consolidated (2nd resolution) Plus Retained Earnings, i.e.: €18,000,741.45 financial statements for the year ended December 31st, 2017. Representing a distributable profit of: €89,341,753.74 The financial statements of Teleperformance SE show a net profit Distributed in its entirety to the of €71,341,012.29. The consolidated financial statements show shareholders by way of dividends, i.e.: €89,341,753.74 a net profit (Group share) of €312million. The “Retained earnings” account is thus reduced to: €0 The statutory auditors’ reports on the statutory and consolidated The shareholders’ meeting resolves financial statements are included in sections8.6 and 7.7 to distribute to the shareholders an respectively of the 2017 Registration Document. additional amount of: €17,551,246.26 Pursuant to Article223 quaterr of the French General Tax Deducted from the “other reserves” item From: €86,859,055.65 Code, the total value of expenses and charges, as referred which is then reduced: To: €69,307,809.39 to in paragraph4 Article39 of the French General Tax Code Representing a total dividend of: €106,893,000.00 amounted to €21,092 for the year ended and that the related tax charge incurred amounted to €7,262. The ex-dividend date for the €1.85 total gross dividend per share shall be April 25th, 2018 and the payment date shall be April 27th, 2018.

II. Appropriation of results and In the event of a difference in the number of shares carrying determination of the dividend a right to dividend compared to the 57,780,000 shares comprising the share capital as of February 28th, 2018, the rdd (3 ordinary resolution) total dividend amount will be adjusted accordingly and the The Board of Directors proposes to the shareholders’ meeting amount appropriated to the “retained earnings” account will be to approve a dividend for 2017 of a gross amount of €1.85 calculated on the basis of dividends actually paid out. per share, increased by 42.3% as compared to last year. If When paid to individuals having their tax residence in France, approved, this dividend would represent an overall distribution the dividend is subject either to a single flat-rate levy on the of €106,893,000 based on the 57,780,000 shares comprising the gross dividend at a flat rate of 12.8% (Article200 A of the French share capital as of February 28th, 2018. General Tax Code), or upon the express, irrevocable and global option of the taxpayer, to an income tax on a progressive scale after, in particular, a 40% tax credit (Articles 200 A, 13, and 158 of the French General Tax Code). The dividend is also subject to social security contributions at a rate of 17.2%.

32 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

Pursuant to Article243 bis of the French General Tax Code, we ■ Capping Mr. Julien’s non-compete compensation at 2 years’ hereby remind you that the following dividends and incomes remuneration (paid fixed and variable) compared to 3 years were distributed over the three previous financial years: previously. The agreement was entered into on December 1st, 2017. Income eligible for tax deduction At that same time, the Board of Directors, upon recommendation Income of the Remuneration and Appointments Committee, also For Other not eligible authorized the conclusion of the non-compete agreement financial income to tax year Dividends distributed deduction between your Company and Mr. Olivier Rigaudy, Deputy Chief Executive Officer. The term of this agreement covers his entire €52,625,554.80*, - - 2014 or €0.92 per share** term of office and a period of one year after the expiry thereof, without any territorial limitation. It contains undertakings, €68,642,028.00*, - - 2015 incumbent on Mr. Rigaudy as to confidentiality, non-solicitation, or €1.20 per share** non-poaching and non-competition. In consideration of the €75,114,000.00*, - - 2016 foregoing undertakings, in the event of departure for any reason or €1.30 per share** other than death, Mr. Rigaudy would receive a compensation * Including the amount of the unpaid dividends corresponding to treasury shares capped at one year’s gross remuneration (fixed and variable) allocated to “retained earnings”. ** This dividend gave rig ht to a 40% tax credit applicable to individuals having their tax paid in respect of executive functions as an employee and/or residence in France as provided for under Article158-3-2° of the French General Tax Code. executive offficer within the Group. The agreement was entered into on February 1st, 2018. It should be noted that the Board of Directors seeks to ensure that the provisions of non-compete clauses applicable to III. Approval of regulated agreements and its executive officers are designed to safeguard the Group’s commitments legitimate interests as well as those of its clients, employees and shareholders and are tailored to the specificities of its business. (4thand 5th ordinary resolutions) In accordance with the provisions of Articles L.225-38 et seq. of The Board of Directors has communicated to the statutory the French Commercial Code, these agreements are submitted auditors the list of agreements falling into the scope of Articles for your approval under the 4th and 5th resolutions. L.225-38 et seq. of the French Commercial Code, authorized and entered into during financial year 2017 as well as those The special report of the statutory auditors’ on regulated entered into prior to financial year 2017 and still in force agreements and commitments is presented in the 2017 during said year. In accordance with the provisions of Article Registration Document (section4.5.2 – page121) and in L.225-40-1 of the French Commercial Code, these agreements section 6 of the present notice. have been reviewed by the Board of Directors at its meeting held on February 28th, 2018. In 2017, the Board of Directors authorized the amendment IV. Approval of the fixed, variable and of the terms of the non-compete agreement of Mr. Daniel exceptional elements of the total Julien, Chairman and Chief Executive Officer since October 13th, remuneration and the benefits of all kind 2017 (4th resolution) and the conclusion of the non-compete paid or granted, in connection with financial agreement between Teleperformance SE and Mr. Olivier year 2017, to each executive officer th Rigaudy, Deputy Chief Executive Officer since October 13 , 2017 (6thto8thordinary resolutions) (5th resolution). Pursuant to the provisions of Article L.225-100 II of the French At its meeting held on November 30th, 2017, the Board of Commercial Code, the approval of the fixed, variable and Directors, upon recommendation of the Remuneration and exceptional elements of the total remuneration and the benefits Appointments Committee, authorized the amendment of the of all kind paid or granted in connection with financial year 2017, terms of the non-compete agreement between your Company, in accordance with these principles and criteria, are submitted Teleperformance Group, Inc. and Mr. Daniel Julien, in order to, in to the shareholders’ vote. accordance with the latter, align them with the recommendations of the AFEP-MEDEF corporate governance code while continuing It is therefore proposed that you give a favorable vote on to protect the interests of the Group and all of its stakeholders the fixed, variable and exceptional elements of the total (clients, employees, shareholders) in case of Mr. Daniel Julien’s remuneration and the benefits of all kind paid or granted, in its departure. This amendment will also reduce the financial impact entirety by Teleperformance Group Inc. (TGI), the US subsidiary of the agreement, as the compensation granted under this non- of the Company, to Mr. Daniel Julien, in respect of his office as th compete agreement will be reduced. Chairman of the Board of Directors until October 13 , 2017 then Chairman and Chief Executive Officer since that date (6th The amendments consist of: resolution), in its major part by TGI to Mr. Paulo César Salles Vasques, in respect of his office as Chief Executive Officer until ■ Limiting the term of the non-compete, confidentiality th th non-solicitation and non-poaching obligations to 2 years October 13 , 2017 (7 resolution) and in its entirety by your (compared to a maximum of 2.5 years previously) and without Company to Mr. Olivier Rigaudy, in respect of his office as Deputy th th territorial limitation; Chief Executive Officer since October 13 , 2017 (8 resolution) in connection with financial year 2017.

Teleperformance - Notice of meeting 2018 33 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

1. Fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Daniel Julien, in respect of his office as Chairman of the Board of Directors until October 13th, 2017 and Chairman and Chief Executive Officer since that date, proposed to the shareholders’ vote (6th resolution)

▶ Remuneration elements paid or granted in respect of 2017

Amounts or book value subject to vote* Comments Fixed remuneration US$3,750,000, The gross fixed annual remuneration of Mr. Julien was approved by the Board of i.e.,€3,321,523 Directors at US$3,750,000. This amount is unchanged since 2013 and did not evolve following the taking up of the duties as Chief Executive Officer in October2017. Annual variable US$1,500,000, At its meeting held on February 28th, 2018, the Board of Directors, upon remuneration i.e.,€1,328,609 recommendation of the Remuneration and Appointments Committee, and after (amount to be paid approval by the Audit and Compliance Committee of financial items, approved the after approval of the amount of variable remuneration of Mr.Julien for the 2017 financial year as follows: shareholders’ meeting) ■ with regard to the quantitative criteria (increase in revenues excluding currency gains and losses, and increase in the current EBITA margin ratio), the number of points granted was 80out of the 80points assigned; ■ with regard to the qualitative criteria the number of points granted was 20out of the 20points assigned. The amount of the 2017 variable remuneration of Mr.Julien has, accordingly, been set atUS$1,500,000 i.e., €1,328,609. The performance criteria and their expected and recorded fulfillment levels are set out in section4.2.2.1 a) of the 2017 Registration Document. Multi-year variable n/a Mr. Julien does not benefit from any multi-year variable remuneration. remuneration in cash Exceptional remuneration n/a Mr. Julien does not benefit from any exceptional remuneration. Stock options, performance n/a Mr. Julien does not benefit from any grant of stock purchase or subscription options. shares or other grants of During the year 2017, no performance shares or equivalent scheme were granted securities to Mr. Daniel Julien by the Company or one of its subsidiaries. It is reminded that the Group’s policy on the matter is to grant performance share every three years. The last grant was decided in April2016. Directors’ fees n/a Mr. Julien does not receive any directors’ fees from the Company or its subsidiaries. Benefits in kind US$62,603, i.e., €55,450 The benefits in kind granted to Mr. Julien comprise a company car, healthcare insurance plan and the matching contribution for 2017 paid under the non-qualified deferred compensation plan described in section4.2.2.1 a) of the 2017 Registration Document.

* Remunerations in foreign currencies are converted into euros at the average annual rate.

▶ Remuneration elements paid or granted for 2017 financial year that are or have already been voted upon by the shareholders’ meeting under the procedure for regulated agreements and commitments

Amounts subject to vote Comments Termination payments n/a Mr. Julien does not benefit from any indemnity or payment in connection with the termination of his position. Non-compete No payment As founder of the Group, Mr. Julien is entitled to receive compensation under a non- compensation compete agreement. This non-compete agreement, dating from 2006, was amended by decision of the Board of Directors at its meeting held on November 30th, 2017 in order to limit the duration of the obligations incumbent on Mr Julien at two years, remunerated by an compensation capped at two-years’ remuneration (fixed and variable). The amendment of the agreement, entered into on December 1st, 2017, is submitted to the approval of the shareholders’ meeting to be held on April 20th, 2018 (44th resolution) and is described in section4.2.2.2 of the 2017 Registration Document. Additional pension scheme n/a Mr. Julien does not benefit from any additional pension scheme.

34 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

2. Fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Paulo César Salles Vasques, Chief Executive Officer until October 13th, 2017, proposed to the shareholders’ vote (7th resolution)

▶ Remuneration elements paid or granted in respect of 2017

Amounts or book value subject to vote* Comments Fixed remuneration US$2,417,425, i.e., The gross annual fixed remuneration of Mr. Salles Vasques set by the Board of €2,141,209 Directors at US$3,096,000 for financial year 2017, was reduced prorata temporis until October 13th, 2017, date of the end of his term of office as Chief Executive Officer, and amounts to US$2,417,425 (i.e. €2,141,209). Compensation for notice US$1,548,000, i.e., Furthermore, with regard to his office of co-Chief Executive Officer of period €1,371,125 Teleperformance Group, Inc., US subsidiary of Teleperformance SE, Mr. Paulo César Salles Vasques was bound by the performance of a six-month notice period. Wishing to give full effect to the new governance mode, the Board exercised his option of compensating this notice by the payment of a six-month remuneration, i.e. an amount of US$1,548,000 (i.e. €1,371,125). Annual variable US$1,174,356, i.e., At its meeting held on February 28th, 2018, the Board of Directors, upon remuneration €1,040,174 recommendation of the Remuneration and Appointments Committee, and after (amount to be paid approval by the Audit and Compliance Committee of financial items, approved the after approval of the amount of variable remuneration of Mr. Salles Vasques for the 2017 financial year shareholders’ meeting) as follows: ■ with regard to the quantitative criteria (increase in revenues excluding currency gains and losses, and increase in the current EBITA margin ratio), the number of points granted was 80out of the 80points assigned; ■ with regard to the qualitative criteria, the number of points granted was 20out of the 20points assigned. The amount of the 2017 variable remuneration of Mr. Salles Vasques has, accordingly, been set atUS$1,174,356 (i.e. €1,040,174). The performance criteria and their expected and recorded fulfillment levels are set out in section4.2.2.1 of the 2017 Registration Document. Multi-year variable n/a Mr. Salles Vasques does not benefit from any multi-year variable remuneration. remuneration in cash Exceptional remuneration n/a Mr. Salles Vasques does not benefit from any exceptional remuneration. Stock options, performance n/a Mr. Salles Vasques does not benefit from any grant of stock purchase or subscription shares or other grants of options. securities During the year 2017, no performance shares or equivalent scheme were granted to Mr. Paulo César Salles Vasques by the Company or one of its subsidiaries. Directors’ fees n/a Mr. Salles Vasques does not receive any directors’ fees from the Company or its subsidiaries. Benefits in kind US$63,447, i.e., €56,198 The benefits in kind awarded to Mr. Salles Vasques comprised a company car, a healthcare plan and the matching contribution for 2017 paid under the non-qualified deferred compensation plan described in section4.2.2.1 of the 2017 Registration Document. These benefits were prorated as of October13th, 2017.

* Remunerations in foreign currencies are converted into euros at the average annual rate.

Teleperformance - Notice of meeting 2018 35 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

▶ Remuneration elements paid or granted for 2017 financial year that are or have already been voted upon by the shareholders’ meeting under the procedure for regulated agreements and commitments

Amounts subject to vote* Comments Termination n/a Mr. Salles Vasques does not benefit from any indemnity or payment in connection with the termination payment of his position. Non-compete US$8,600,000, It is reminded that Mr. Salles Vasques is bound by a non-compete agreement with terms similar to those compensation i.e., €7,617,360 governing the non-compete clause contained in his employment agreement before his appointment as Chief (to be paid in Executive Officer and amendments to the AFEP-MEDEF code in June2013. This agreement was entered 2018) into in November 25th, 2013 and approved, by 83.89%, at the shareholders’ meeting held on May7th, 2014. Pursuant to the terms of this agreement, Mr. Salles Vasques refrains from (i) collaborating with, (ii) taking part in, and (iii) investing in a business activity and/or company that competes with the Teleperformance Group in any way, with no restrictions on the country, for a period of 2 years following the termination date of his executive functions. He also refrains from soliciting employees, executives and clients of the Group. In consideration of these confidentiality, non-compete, non-solicitation and non-poaching undertakings, and whatever the cause of his departure, the non-compete compensation is capped at 2 years’ gross remuneration determined on the basis of either (i) the aggregate annual gross remuneration (fixed andvariable) received over the calendar year preceding his departure, or, if higher, (ii)the average annual gross remuneration over the preceding three years. In application of the terms of the agreement, the Board of Directors, set the compensation amount at US$ 8,600,000 (i.e. €7,617,360), representing 2 years of gross remuneration (fixed and variable) paid for the 2016 financial year. This non-compete compensation will be paid in 2018. Additional pension n/a Mr. Salles Vasques does not benefit from any additional pension scheme. scheme

* Remunerations in foreign currencies are converted into euros at the average annual rate.

3. Fixed, variable and exceptional elements of the total remuneration and the benefits of all kind paid or granted in connection with financial year 2017 to Mr. Olivier Rigaudy, Deputy Chief Executive Officer since October 13th, 2017, proposed to the shareholders’ vote (8th resolution) ▶ Remuneration elements paid or granted, in respect of his office, for 2017 financial year Amounts or book value subject to vote Comments Fixed remuneration €0 In respect of his office as Deputy Chief Executive Officer, Mr. Olivier Rigaudy did not receive any remuneration for the 2017 financial year. Annual variable €0 In respect of his office as Deputy Chief Executive Officer, Mr. Olivier Rigaudy did not receive remuneration any remuneration for the 2017 financial year. Multi-year variable n/a Mr. Rigaudy does not benefit from any multi-year variable remuneration. remuneration in cash Exceptional n/a Mr. Rigaudy does not benefit from any exceptional remuneration. remuneration Stock options, n/a Mr. Rigaudy does not benefit from any grant of stock purchase or subscription options. performance shares During the year 2017, no performance shares or equivalent scheme were granted to or other grants of Mr.Rigaudy by the Company or one of its subsidiaries. securities Directors’ fees n/a Mr. Rigaudy does not receive any directors’ fees from the Company or its subsidiaries. Benefits in kind n/a Mr. Rigaudy does not receive any benefits in kind in respect of his office.

▶ Remuneration elements paid or granted, in respect of his office, for 2017 financial year that are or have already been voted upon by the shareholders’ meeting under the procedure for regulated agreements and commitments Amounts subject tovote Comments Termination payment n/a Mr. Rigaudy does not benefit from any indemnity or payment in connection with the termination of his position. Non-compete No payment Mr. Rigaudy, Deputy Chief Executive Officer, is bound by a non-compete agreement authorized compensation by the Board of Directors at its meeting held on November 30th, 2017 and entered into on February 1st, 2018, which approval is submitted to the shareholders’ meeting to be held on April 20th, 2018 (5thresolution) and is detailed in section4.2.2.2 of the 2017 Registration Document. Additional pension n/a Mr. Rigaudy does not benefit from any additional pension scheme. scheme

36 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

V. Approval of the principles and the criteria ■ a variable remuneration subject to performance criteria of determination of the remuneration of adapted and consistent with the environment and the market each executive officer applicable in 2018 in which the person concerned operates. (9th and 10th ordinary resolutions) This variable remuneration is defined under a maximum amount. It is not a target amount that may vary due to Pursuant to the provisions of Article L.225-37-2 of the French exceptional items or if targets or objectives are exceeded. Commercial Code, the Board of Directors proposes that you Group policy has always sought to establish a close link approve the principles and the criteria applicable to the between remuneration and performance over the long-term determination, allocation and granting of the fixed, variable and while discouraging conduct and situations that could lead to exceptional elements comprising the total remuneration and major or even excessive risk-taking in pursuit of short-term the benefits of all kinds, starting from January 1st, 2018, of the gains; Chairman and Chief Executive Officer (9th resolution) and the ■ Deputy Chief Executive Officer (10th resolution) in connection an indemnity due in respect of a non-compete agreement (the with the performance of their terms of office and which specificities of which can differ depending on applicable legal constitute the remuneration policy concerning their offices. and regulatory requirements) which objective is to protect the Company and its stakeholders following the departure of an These principles and criteria decided by the Board of Directors, executive ; upon recommendation of its Remuneration and Appointments ■ benefits in kind; Committee, are presented in the report provided for in the last ■ paragraph of Article L.225-37 of the French Commercial Code, the eligibility to performance shares, subject to performance and presented hereinafter and on pages115 to 118 of the and presence conditions, under the performance share plans Registration Document for 2017. Pursuant to the provisions set up once every three years at the level of the Group. of Article L.225-100 II of the French Commercial Code, the b. Principles applicable to executive officers fixed, variable and exceptional elements comprising the total With regard to executive officers, the determination of the remuneration and benefits of all kinds paid or granted pursuant principles and criteria of the remuneration and benefits granted to said principles and criteria will be submitted for the approval to each of them, as well as the remuneration itself, are approved of the shareholders at the ordinary shareholders’ meeting to by the Board of Directors upon proposal of the Remuneration be held in 2019 to approve the financial statements for 2018. and Appointments Committee and in the absence of the persons concerned. The Board refers to the principles of the Group’s remuneration policy applicable to managers described above Remuneration policy applicable to executive and to the recommendations of the AFEP-MEDEF code. off icers for 2018 In doing so, the Board endeavors to adjust the remuneration in a. General principles accordance with the role and duties held and the responsibilities The Group’s remuneration policy for senior executives (including assumed. executive officers) is constructed and set to meet the Group’s needs. It is designed and aimed at supporting the Group’s long- As in the case of key managers, the remuneration must be term strategy. It also seeks to align the interests of the employees competitive in order to attract, motivate and retain executive concerned with those of the shareholders as it establishes a link directors. In addition, the variable portion must be tied to the between performance and remuneration while guaranteeing a Group’s performance and qualitative criteria. competitive compensation offer in accordance with the Group’s The Group’s intention in terms of determining of variable different businesses and services and the different geographic remuneration has, for many years, been driven by not markets in which it operates. encouraging or favoring the short-term reasoning and The remuneration policy pursues the three following main performances and thus preventing excessive risk taking. This is objectives: why the variable part of the remuneration is now equal to the fixed part and remains subject to the achievement of ambitious ■ attracting, developing and retaining talents and high potential objectives related to the Group’s strategy Such variable part as well as recognized skills; remains always expressed in the form of a maximum amount ■ encouraging performance; (and not a percentage or a variation). ■ aligning remuneration levels with the performances of the The remuneration is expressed and paid, in US dollars by the Group and of the subsidiaries concerned, if applicable. US subsidiary Teleperformance Group, Inc. for the Chairman Remuneration must thus be competitive and consistent with and Chief Executive Officer and in euros, by Teleperformance regard to observed market practices. They are structured SE for the Deputy Chief Executive Officer; the Group thus around the following components: bearing charges and social contributions in those countries in accordance with local applicable regulations. ■ a fixed remuneration the amount of which takes into account the position, the level of responsibilities carried out and assumed, the experience and recognized technical skills and leadership;

Teleperformance - Notice of meeting 2018 37 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

In relation to long-term share-based profit-sharing schemes the core principles of its remuneration policy, as set out in (performance shares, long-term incentive plan, etc.), the policy paragraph24.1.2 of the AFEP-MEDEF code, are followed. stems from the desire to associate key managers and senior In drawing up its recommendations on 2018 remuneration, executives in the Group’s long-term development and align the Remuneration and Appointments Committee has taken their interests with those of the shareholders by giving them into account in particular the results of the votes expressed an interest in the value of the Company shares, has remained by shareholders at the meetings held on April28th, 2016 and unchanged for many years and is based on the following June 23rd, 2017, the Group’s evolution, its environment and its principles: activities as well as the new governance structure implemented ■ the acquisition (vesting) of performance shares is subject by the Board of Directors at its meeting held on October 13th, to performance and presence criteria applicable to both 2017. executive officers and all employees beneficiaries; c. Principles and criteria for the determination, ■ the performance conditions are in line with the long-term allocation and grant of elements comprising the total strategy as defined by the Board of Directors; remuneration and benefits of all kind due to executive ■ the performance and presence criteria are assessed and officers for 2018 measured over a three-year period; Upon proposal by the Remuneration and Appointments ■ the performance criteria and expected levels of achievement Committee, the Board at its meeting held on November 30th, are decided by the Board of Directors which, after 2017, set the principles and criteria for the determination, recommendation of the Remuneration and Appointments allocation and grant of the elements comprising the total Committee, sets the thresholds for calculating the remuneration and benefits of all kind for the Chairman and Chief performance expected or achieved and for determining the Executive Officer and the Deputy Chief Executive Officer. number of shares definitively vested; For 2018, the Board of Directors thus decided, for the fifth ■ performance shares are granted once every three years. The consecutive year, to maintain unchanged the global maximum Group made a conscious decision to avoid annual grants of amount of the remuneration, fixed and variable parts, of the performance shares, given that it would not correspond to Chairman and Chief Executive Officer (same amounts since the characteristic principles and cycles of its business activity, 2013). and because the adopted policy is better suited to the long- term outlook adopted by the Group. The Group policy on this However, in order to take into account the wish expressed point is to favor a long-term approach, including with regard by certain shareholders, Mr Daniel Julien informed the Board to the grant of performance shares. Special grants may be of his agreement on a reduction of the fixed part of this total made during the interim period, but these are reserved for remuneration. The Board of Directors has thus decided to employees or corporate officers joining the Group and are reduce it to half of the total amount of his remuneration also subject to performance and presence criteria measured (compared to 70% for previous years since 2013) and to increase and assessed over a three-year period; the variable portion of his total remuneration to the other half (compared to 30% in previous years since 2013). ■ the number of performance shares granted to a beneficiary is determined in accordance with his or her role and On the occasion of the appointment of Mr. Olivier Rigaudy as responsibilities and, where applicable, local considerations; Deputy Chief Executive Officer, the Board of Directors decided

■ long-term incentive plans are subject to the same rules and not to suspend his employment contract as Group Chief Financial st performance and presence criteria as performance share Officer, entered into on February 1 , 2010, all of the provisions grants; of which, including financial terms and conditions, therefore continue to apply to the performance of his employment duties. ■ if a beneficiary leaves the Company, he or she does not retain the shares granted under a performance share or long-term At its meeting held on November 30th, 2017, the Board of incentive plan and not yet definitively vested, unless otherwise Directors took note of the compensation elements of Mr. Olivier decided by the Board of Directors which would decide in Rigaudy in respect of his unchanged salaried positions for the compliance with the recommendations of the AFEP-MEDEF year 2018 and determined those relating to his office applicable code in this respect; as of January 1st, 2018. On this occasion, it took into account

■ executive officers must retain at least 30% of shares vested the compensation elements paid by the Group (term of office until the end of their term of office. Executive officers have of Deputy Chief Executive Officer and employment contract) in taken the commitment not to engage in hedging transactions order to establish an amount in accordance with the allocation (see section4.3.3 of the 2017 Registration Document). principles established for the Chairman and Chief Executive Officer, i.e. 50% of fixed part and 50% of variable part. This remuneration structure is reviewed every year by the Board of Directors, based on the works of the Remuneration The Board also questioned the continuation of the proposed and Appointments Committee. At that time, the Board discusses remuneration for the roles of Chairman and Chief Executive the appropriateness of reviewing the remuneration or the Officer, on the one hand, and Deputy Chief Executive Officer remuneration structure in light of specific events (new functions, on the other hand, in the event of a change in the governance acquisitions, integration of acquired businesses, new markets structure or appointment of a new executive from outside the etc.) affecting the Company, the Group or its organizational Group. In such circumstances, the Board of Directors would structure. In any event, the Board of Directors ensures that conduct an overall analysis of the position of the executive

38 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

concerned, it being specified that the compensation and its payment of the variable remuneration granted, in respect of criteria would be set in accordance with the existing practices financial year 2018, is subject to the approval by an ordinary within the Group and the principles consistently affirmed. The shareholders’ meeting of the remuneration elements of the expertise and individual experience of the executive concerned person concerned, paid or granted in respect of the preceding would also be taken into consideration. year, in respect of his office.

1. Structure and criteria of determination of the Long-term remuneration (performance share grants remuneration of the Chairman and Chief Executive and similar schemes) Officer In application of its current policy in terms of grants of long-term Fixed remuneration remuneration (grants every three years), no shares, pursuant to one of the performance share plans or long-term incentive plans, For 2018, the fixed part of the remuneration of the Chairman will be granted during the year 2018 in favor of the Chairman and Chief Executive Officer, Mr. Daniel Julien, was set at the gross and Chief Executive Officer. amount of US$2,625,000 (compared to US$3,750,000 for each preceding years since 2013). Benefits in kind

Annual variable remuneration Benefits in kind granted to the Chairman and Chief Executive Officer comprise a company car, healthcare insurance plan and The maximum amount of the variable remuneration of the the matching contribution, in case of deferred remuneration Chairman and Chief Executive Officer for 2018, was set at a gross payment, under the non-qualified deferred compensation plan, amount of US$2,625,000. similar to a deferred savings scheme, described in section4.2.2.1 The performance criteria for said variable remuneration were a) (benefits in kindd) of the 2017 Registration Document. defined by the Board of Directors upon recommendation of its Remuneration and Appointments Committee, at its meeting Deferred remuneration: compensation under held on November 30th, 2017. These conditions consist in non-compete undertakings and agreements performance criteria based, for 80% of the maximum amount, The Chairman and Chief Executive Officer is bound to the on quantitative criteria (in equal parts, achievement of levels of Group by a non-compete agreement, the modalities of which, revenues and EBITA) and, for 20%, on qualitative criteria (based described in section4.2.2.2 of the 2017 Registration Document, on the mobilization and deployment of efforts in terms of were amended by the Board of Directors held on November external growth which is a key element of the Group’s strategy). 30th, 2017 in order to limit at 2 years the duration of the non- The expected levels of achievement of these conditions were set compete and non-solicitation undertakings incumbent on the by the Board of Directors in a precise manner and are not made Chairman and Chief Executive Officer in the event of departure public for confidentiality reasons. The levels of achievement and at 2 years remuneration (fixed and variable) the amount of will be effectively noted and acknowledged by the Board and the indemnity compensating this undertaking. disclosed retrospectively (i.e., for the 2018 remuneration, in the Registration Document for 2018 published in 2019). Other remuneration items Furthermore, the variable remuneration of the Chairman and The remuneration structure of the Chairman and Chief Executive Chief Executive Officer for 2018 is now subject to a clawback Officer does not provide for compensation or remuneration scheme that is triggered in the event that all or part of this granted upon the taking or termination of duties, exceptional remuneration was received as the result of an accounting fraud remuneration, multi-year variable remuneration, additional or affecting the consolidated financial statements, for which the complementary pension scheme, stock-option grants or the Chairman and Chief Executive Officer was responsible or acted retention of performance shares, or equivalent scheme, in the as an accomplice. This scheme will be implemented if, during event of departure (unless decided otherwise, in the latter case, either of the two years following the year in which the Chairman by the Board of Directors which would decide in accordance with and Chief Executive Officer received said remuneration, the the recommendations of the AFEP-MEDEF code in this respect). Board of Directors identifies fraud on the part of the Chairman and Chief Executive Officer affecting the consolidated financial statements that served as the basis for granting the disputed 2. Structure and criteria of determination of the remuneration of the Deputy Chief Executive Officer variable remuneration and decides to make accounting entries recording the consequences of this fraud. Fixed remuneration The amount of variable remuneration that the Chairman and For 2018, the fixed part of the remuneration of Mr. Olivier Chief Executive Officer would not have received if the fraud had Rigaudy, as Chief Executive Officer, is set at the gross amount not been committed will be repaid to the Company. of €80,000. It is specified that, in accordance with the provisions of Articles Furthermore, it is reminded that Mr. Rigaudy, Deputy Chief L.225-37-2 and L.225-100 of the French Commercial Code, the Executive Officer, is bound to the Company by an employment

Teleperformance - Notice of meeting 2018 39 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

contract as Group Chief Financial Officer since February 1st, 2010. Long-term remuneration (performance share grants In that regard, he will receive, in respect to his salaried functions, and similar schemes) the remuneration set forth in his employment contract, i.e. a In application of its current policy in terms of grants of long-term fixed (gross) annual remuneration of €520,000. remuneration (grants every three years), no shares, pursuant to one of the performance share plans or long-term incentive plans, Annual variable remuneration will be granted during the year 2018 in favor of the Deputy Chief The maximum amount of the variable remuneration of the Executive Officer. Deputy Chief Executive Officer was set at a gross amount of €380,000. Benefits in kind Furthermore, it is reminded that Mr. Olivier Rigaudy will receive The Deputy Chief Executive Officer does not receive any in respect of his salaried functions of Deputy Chief Executive benefits in respect of his term of office. It is reminded that, in Officer, the remuneration set forth in his employment contract, respect of his employment contract, he benefits from the use i.e. a maximum variable (gross) remuneration of €220,000 for of a company car. the 2018 financial year, determined on the basis of performance criteria specific to his technical and salaried duties. Deferred remuneration: compensation under non- compete undertakings and agreements The performance criteria of the variable remuneration related to the term of office were defined by the Board of Directors The Deputy Chief Executive Officer is bound to the Group by a upon recommendation of its Remuneration and Appointments non-compete agreement, the modalities of which, are described Committee, at its meeting held on November 30th, 2017. They in section4.2.2.2 of the 2017 Registration Document, which was consist in performance criteria based, for 80% of the maximum authorized by the Board of Directors held on November 30th, amount, on quantitative criteria (in equal parts, achievement of 2017. This agreement, of a 1 year duration, is compensated levels of revenues and EBITA) and, for 20%, on qualitative criteria at 1 year remuneration (fixed and variable) paid in respect of (based on the mobilization and deployment of efforts in terms of executive functions as an employee and /or executive director external growth which is a key element of the Group’s strategy). within the Group. The expected levels of achievement of these conditions were set by the Board of Directors in a precise manner and are not made Other remuneration items public for confidentiality reasons. The levels of achievement The remuneration structure of the Deputy Chief Executive will be effectively noted and acknowledged by the Board and Officer does not provide for compensation or remuneration disclosed retrospectively (i.e., for the 2018 remuneration, in the granted upon the taking or termination of duties, exceptional Registration Document for 2018 published in 2019). remuneration, multi-year variable remuneration, additional or Furthermore, the variable remuneration of the Deputy Chief complementary pension scheme, stock-option grants or the Executive Officer for 2018 is now subject, such as for the retention of performance shares, or equivalent scheme, in the Chairman and Chief Executive Officer, to a clawback scheme event of departure (unless decided otherwise, in the latter case, that is triggered in the event that all or part of this remuneration by the Board of Directors which would decide in accordance with was received as the result of an accounting fraud affecting the the recommendations of the AFEP-MEDEF code in this respect). consolidated financial statements, for which the Deputy Chief Executive Officer was responsible or acted as an accomplice. This scheme will be implemented if, during either of the two years following the year in which the Deputy Chief Executive Officer VI. Renewal of the terms of office of five received said remuneration, the Board of Directors identifies directors (11th to 15th ordinary resolutions) and fraud on the part of the Deputy Chief Executive Officer affecting approval of the temporary appointment of the consolidated financial statements that served as the basis a director (16thordinary resolution) for granting the disputed variable remuneration and decides to We remind you that the terms of office of Ms. Emily Abrera and make accounting entries recording the consequences of this Messrs. Daniel Julien, Bernard Canetti, Jean Guez and Stephen fraud. Winningham expire at the end of your Meeting. The amount of variable remuneration that the Deputy Chief The Board of Directors, at its meeting held on November 30th, Executive Officer would not have received if the fraud had not 2017 decided to appoint Mr. Patrick Thomas as a director, in been committed will be repaid to the Company. replacement of Mr. Paulo César Salles Vasques, who resigned It is specified that, in accordance with the provisions of Articles on October 13th, 2017, for the remaining duration of his term L.225-37-2 and L.225-100 of the French Commercial Code, the of office, namely until the end of the general meeting called in payment of the variable remuneration granted to the Deputy 2019 to approve the financial statements for the preceding year. Chief Executive Officer, in respect of financial year 2018, is subject to the approval by an ordinary shareholders’ meeting of the remuneration elements of the person concerned, paid or granted in respect of the preceding year, in respect of his office.

40 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

In order to maintain the number of directors at 14, a balanced Expertise, experience, competence representation of men and women and the diversity in terms and knowledge of the Group of experiences, expertise, seniority, nationalities within the The Board considered the high business experience of the Board and to maintain a staggering of terms of office, it is thus directors to be reappointed or ratified in their appointment proposed that you: as well as their in-depth knowledge of the Board and the ■ renew the terms of office of Ms. Emily Abrera and Messrs. Teleperformance Group. The whole Board particularly Daniel Julien and Stephen Winningham as directors for a appreciates their effective individual contribution to the Board’s three-year term (11th to 13th resolutions); works. ■ renew the terms of office of Messrs. Bernard Canetti and Mr. Daniel Julien, founder and historical leader of the Group, Jean Guez as directors for a two-year term (14th and 15th has held executive functions since the beginning. Due to his resolutions); responsibilities and his in-depth knowledge of the Group, its ■ ratify the temporary appointment of Mr. Patrick Thomas as a clients, its territories and all their specificities, he brings to the director (16th resolution). Board a necessary and valuable expertise in the context of his work and his decision-making process. Situation regarding the rules on number of terms In 2017, the Board of Directors, upon recommendation of the of office held Remuneration and Appointments Committee, conducted an The Board took note that directors, whose reappointment analysis on the Group’s governance, the shareholders having or ratification of appointment are proposed, meet the expressed, in particular in connection with the shareholders’ rd recommendations of the AFEP-MEDEF code with regard to the meeting held on June 23 , 2017, their wishes to see evolutions number of terms of office held. They therefore benefit from the in the governance. A review and analysis of Group governance availability necessary to continue to be fully involved in the works had been conducted, under the aegis of the Remuneration and of the Board and its Committees as well as, where Mr. Thomas Appointments Committee and, in particular, the Committee is concerned, to perform the duties and responsibilities as Lead Chairman. On that occasion, all directors had the opportunity Independent Director. to share views and present their analyses and suggestions; the Executive Chairman and the Chief Executive Officer were fully involved in that process. The directors weighed up the pros Independence and cons of the current governance structure comprised of an It is reminded that the Board of Directors applies all the Executive Chairman and a Chief Executive Officer. criteria defined by the AFEP-MEDEF code with regard to the That analysis had highlighted the need to adopt a more independence of directors. transparent, rectilinear and, above all, flexible management As a consequence, with regard to directors whose organization structure. In view of the specific features of the reappointments and ratification of appointment are proposed, Teleperformance Group, the Board considered that combining the Board found that the following directors are not qualified the duties of Executive Chairman and Chief Executive Officer as independent: seemed the most suitable and relevant governance structure in order to meet the Group’s current and future challenges. ■ Mr. Daniel Julien, due to his quality of executive officer and The new governance structure contributes to the roll-out of director of the Company and of a company it consolidates the Group’s strategy and, via a strengthened organizational and his seniority within the Board; structure, speeds up the strategic decision-making process and ■ Mr. Bernard Canetti, due to his seniority within the Board; decision-making circuits so that decisions can be implemented more quickly. ■ Mr. Jean Guez, due his terms of office held in companies which the Company consolidates. The AFEP-MEDEF code, which does not favour any structure, Ms. Emily Abrera, Mr. Patrick Thomas and Mr. Stephen reminds that the Board of Directors opts between a separation Winningham meet and continue to meet all required or a combination of the functions of Chairman of the Board and independence criteria in the performance of their duties and Chief Executive Officer depending on specific requirements. The are thus qualified as independent directors in accordance with chosen formula and the arguments are notified to shareholders the criteria of the AFEP-MEDEF code. and third parties. Aware of the governance method preferred by some of its shareholders, the Board’s decision lies on the Consequently, out of the five reappointments and the ratification need to have a more agile and flexible management structure of appointment proposed to your vote, three directors are in terms of decision-making, under the active supervision of the independent directors, the global independence rate within the Board and its Committees. Board, if the resolutions are approved, would be of 64%. The Board worked on a strengthening of the elements allowing continuity in the balance of powers and the active and constructive exchanges within the Board. On that occasion, the appointment of a new independent director was reviewed and the function of Lead Independent Director created. At its meeting held on February 28th, 2018, the Board set the missions of the Lead Independent Director (see section4.1.3.7.1 of

Teleperformance - Notice of meeting 2018 41 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

the 2017 Registration Document) and enshrined them in its of the 2017 Registration Document filed with the Autorité des Internal Regulations. It also decided to appoint Mr. Patrick marchés financierss and are presented in the notice of meeting. Thomas, coopted as director by the Board on November 30th, 2017, as Lead Independent Director. The limitations brought to the powers of the executive management are described Attendance rate at Board meetings in the Internal Regulations of the Board of Directors (see The individual attendance rates for all directors are detailed in section4.1.3.7.2 of the Registration Document for 2017) and in the 2017 Registration Document available on the Company’s the articles of association. website at www.teleperformance.com. In 2017, the attendance rate for all directors was 98% to the five Board meetings. As a consequence, the Board of Directors, at its meeting held on October 13th, 2017, adopted a new organization structured Over the past three years, the attendance rate of Daniel Julien, around a Chairman and Chief Executive Officer, Mr. Daniel Julien, Bernard Canetti and Stephen Winningham was of 100%. The founder and historical leader of the Group, a Deputy Chief average attendance rate of Emily Abrera and Jean Guez was of Executive Officer, Mr. Olivier Rigaudy and an expanded Executive 93% (one absence over the past three years). Committee in terms of skills and expertise. The combination of If you approve all these proposals concerning renewals or the functions of Chairman of the Board and Chief Executive ratification of appointments: Officer and the appointment of a Deputy Chief Executive Officer creates conditions conducive to stepping up the Group’s growth ■ The rate of independent directors, as such quality is defined and performance. based on the criteria of the AFEP-MEDEF code applied by the Company, will be of 64%. Mr. Bernard Canetti and Mr. Jean Guez are members of the Remuneration and Appointment Committee and the Audit and The Board, upon proposition of the Remuneration and Compliance Committee, respectively. Mr. Canetti having over 30 Appointments Committee, considered that Ms. Emily Abrera, years of experience as entrepreneur and executive manager Mr. Patrick Thomas and Mr. Stephen Winningham continue and Mr. Jean Guez, benefitting from an experience over 30 years to be qualified as independent directors in accordance with in public accounting and audit, own, through their professional the criteria of the AFEP-MEDEF code. background, an expertise in respect of the Group’s business and The Company will thus continue to comply with the necessary to the works of the Board of Directors. recommendations of this code in terms of the proportion of independent directors within the Board and the Committees. Ms. Emily Abrera, of Philippine nationality and Mr. Stephen Winningham, of both British and American nationalities, are both ■ A percentage of women will be maintained at 43%. The members of the Remuneration and Appointments Committee Company will thus continue to comply with the legal provisions and the Audit and Compliance Committee respectively. Ms. in such respect. Abrera, expert in the communication sector where she held ■ The percentage of non-French or binational directors would senior executive positions and Mr. Winningham, General be maintained at 64% with six nationalities represented.

Manager in one of the world’s leading investment banking firms ■ A strong knowledge of the group, its business and its specializing in mergers and acquisitions and capital markets, specificities will be maintained. bring both, their expertise and an international perspective to the Board and to the Group. Their independence allows them to participate in the works of the Board independently. Mr. Patrick Thomas, benefiting from a recognized expertise and VII. Authorization to be granted to the Board international experience as a senior manager and Board member of Directors to repurchase the Company’s of a number of multinational groups, brings as many talents to own shares support the new governance of the Group and the successfully (17th ordinary resolution) implementation of its strategic plan. He was appointed director Under the 17th resolution, you are invited to renew, under and Lead Independent Director of Teleperformance SE by the similar terms and conditions, the authorization given to your Board of Directors, wishing to organize a solid and dynamic Board of Directors, with the ability to further delegate, for a Board. In this capacity, Mr. Thomas is the main shareholders’ new period of 18 months, to implement within the legal limit dedicated contact on issues that fall within the remit of the of 10% of the number of shares comprising the share capital, a Board of Directors and ensures the continuity of governance share repurchase program of the Company’s own shares by any in the event of absence or unavailability of the Chairman of means, including by way of acquisition of blocks of shares, use Board to fulfill his functions. The missions and means at his of optional mechanisms or derivative instruments in order to: disposal are described in the 2017 Registration Document in section4.1.3.7.1. ■ stimulate the secondary market or ensure the liquidity of the Teleperformance SE share with the assistance of Information and details regarding candidates for renewal an investment service provider under a liquidity contract and ratification are provided in Sections4.1.3.3 Main activities in compliance with the AMAFI Code of Ethics permitted exercised by directors in office and 4.1.3.4 Proposals to the by regulations, it being specified that in this context, the shareholders’ meeting on the composition of the Board of Directors number of shares taken into account for the calculation of the

42 Teleperformance - Notice of meeting 2018 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS 5

abovementioned limit corresponds to the number of shares This new authorization shall cancel and supersede the purchased, after deduction of the number of shares resold, authorization granted to the Board of Directors by the rd th ■ retain the purchased shares and subsequently deliver them shareholders’ meeting held on June23 , 2017 (15 resolution). as consideration of an exchange or a payment in connection The table of the delegations and authorizations approved with potential external growth transactions; it being specified by the combined shareholders’ meetings held on April28th, that shares acquired for this purpose cannot exceed 5% of 2016 and June 23rd, 2017 is presented in the appendix to the the Company’s share capital, present report and in the 2017 Registration Document filed ■ ensure the coverage of stock purchase option plans and/or with the Autorité des marchés financiers on March 2nd, 2018 performance share plans (or similar plans) in favor of Group (page95) and published on the Teleperformance website employees and/or corporate officers, as well as all share (www.teleperformance.com). allocations under Company or Group savings plans (or similar In the course of financial year 2017, the share repurchase plans) and profit-sharing schemes and/or all other forms program has been implemented in connection with the objective of share allocation to Group employees and/or corporate of stimulating the secondary market or ensuring the liquidity of officers, the Teleperformance SE share through the liquidity agreement. ■ ensure the coverage of securities rights to the share capital of A total of 787,101 shares were repurchased at an average Company shares pursuant to the regulations in force, purchase price of €114.17, while sales totaled 775,701 shares ■ possibly cancel the acquired shares, pursuant to the at an average sale price of €114.27. authorization granted by the shareholders’ meeting held on June23th, 2017 in its 16th extraordinary resolution, and

■ carry out, in general, any transaction permitted under current regulations. VIII. Powers to carry out formalities Such transactions may not be carried out during a period of (18th ordinary resolution) public offering initiated by a third party on the Company’s shares The 18th resolution is designed to grant powers required to and until the end of the period of public offering. carry out formalities resulting from the shareholders’ meeting’s It is proposed to set the maximum purchase price at €180 per resolutions. share, and as a consequence, the maximum amount of the The Board of Directors transactions at €1,040,040,000.

Teleperformance - Notice of meeting 2018 43 5 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AGENDA AND RESOLUTIONS

Appendix

Status of delegations and authorizations approved by the combined shareholders’ meetings held on April 28th, 2016 and June 23rd, 2017 and proposition of authorization submitted to the ordinary shareholders’ meeting to be held on April 20th, 2018

Date of shareholders’ Maximum nominal amount meeting or characteristics Duration (resolution no.) (in euros) (expiry) 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 with maintenance of preferential 26 months subscription rights for shareholders* June23rd, 2017 (18th) 40million(1) (August2019) Issues without preferential subscription rights for shareholders Capital increase by issues of securities giving access to the share capital without preferential subscription rights for shareholders by offer to the public but with obligation to confer a mandatory priority right of 5 trading days 26 months minimum* June23rd, 2017 (19th) 28million(2) (August2019) Issues to employees and, where applicable, executive directors Free grants of performance shares to employees and/or 38 months executive directors April28th, 2016 (16th) 2.5% of share capital(3) (June2019) Capital increases reserved for members of a company or 26 months group savings scheme* June23rd, 2017 (20th) 2million (August2019) Other issues Capital increase by capitalization of premiums, reserves 26 months or profits* June23rd, 2017 (17th) 142million (August2019) Share buyback program Shares repurchases* June23rd, 2017 (15th) Max purchase price: €150 per share 18 months Limit: 10% of share capital (Dec. 2018) April20th, 2018 (17th) Max purchase price: €180 per share 18 months Limit: 10% of share capital (Oct. 2019) 10% of the total number of shares on 26 months Cancellation of shares June23rd, 2017 (16th) date of cancellation decision (August2019)

(1) On this amount is applied the maximum amount sett in the 19th resolution approved by the shareholders’ meeting of June 23thh, 2017. (2) This amount is applied to the maximum amount set in the 18th resolution approved by the shareholders’ meeting of June 23thh, 2017. Maximum of €300million for debt instruments. (3) Limitation offf the number of pperformancef shares that can be ggranted to executive directors at 0.612% off the share capitalpp within that envelope.pp Used in 2017 in respect p off 11,600 shares or 0.02% of the share capital. It is specified that the Board of Directors granted, with effect as of January 2ndd, 2018, 6,000 performance shares on the basis of said authorization. * Suspended during a public offering.

44 Teleperformance - Notice of meeting 2018 6 Reports of the statutory auditors

The following reports are available in the 2017 Registration ■ report of the statutory auditors on the consolidated financial Document (Document de référencee for 2017) filed with the Autorité statements (page209 of the 2017 Registration Document); nd des marchés financiers on March2 , 2018 under reference ■ special report of the statutory auditors on regulated D18-0095 and available on the Company ’s website agreements and commitments (page 121 of the 2017 (www.teleperformance.com): Registration Document). This report is also reproduced below.

■ report of the statutory auditors on the statutory financial The shareholders may obtain a copy by returning the request statements (page233 of the 2017 Registration Document); form presented in page53 of the present notice.

Statutory auditors’ special report on related party agreements and commitments

This is a free translation into English of the Auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS24 or other equivalent accounting standards.

Shareholders’ meeting held to approve the Agreements and commitments fi nancial statements for the year ended submitted to the approval of the st December 31 , 2017 shareholders’ meeting To the shareholders’ meeting of Teleperformance SE, In our capacity as statutory auditors of your company, we hereby report to you on related party agreements and commitments. Agreements and commitments authorized during the year The terms of our engagement require us to communicate to Pursuant to ArticleL.225-40 of the French Commercial Code, the you, based on information provided to us, the principal terms following agreements and commitments, which were previously and conditions of those agreements and commitments and authorized by your Board of Directors, have been brought to the reasons for the interest of the Company brought to our our attention. attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements Amendment to the non-compete agreement of and commitments, if any. It is your responsibility, pursuant Mr. Daniel Julien, Chairman and CEO to ArticleR.225-31 of the French Commercial Code (Code de ■ Entities concerned: Teleperformance SE and Teleperfor mance Commerce), to assess the interest involved in respect of the Group Inc., a subsidiary of your Company; conclusion of these agreements and commitments for the purpose of approving them. ■ Individual concerned: Mr. Daniel Julien, Chairman & CEO; ■ Nature and pppurpose: The Board of Directors, pursuant to Our role is also to provide you with the information stipulated a recommendation of its Remuneration and Appointments in ArticleR.225-31 of the French Commercial Code in respect of Committee authorized on November 30th, 2017, the the performance of the agreements and commitments already modification of the terms of the non-compete agreement authorized by the shareholders’ meeting, if any. initially entered into on May18th, 2016 and amended on May We conducted the procedures we deemed necessary in 31st and November30th, 2011. This agreement was signed on ac cordance with the professional guidelines of the French December1st, 2017 ; National Institute of statutory auditors (Compagnie nationale des ■ Terms and conditions: the modifications made were the commissaires aux comptes) relating to this engagement. These following: procedures consisted in agreeing the information provided to ● limitation of the duration of the non-compete obligations us with the relevant source documents. and a non-poaching clause of two years;

Teleperformance - Notice of meeting 2018 45 6 REPORTS OF THE STATUTORY AUDITORS

● limitation of the compensation for this commitment to two ■ Reasons jygjustifying its interest for the Company:py The Board years of remuneration (fixed and variable). of Directors has adopted as a reason justifying the interest ■ Reasons jygjustifying its interest for the Company:py The Board of for the Company the fact that this agreement protects the Directors adopted the following reasons to justify the interest interests of the Group and all of its stakeholders (customers, of this agreement for the Company: employees, shareholders) in the event of the departure of Mr. Olivier Rigaudy. ● limitation to two years of remuneration for this non- compete agreement in line with the recommendation of the AFEP-MEDEF code, while continuing to protect the interests of the Group and all of its stakeholders (customers, Agreements and commitments already employees, shareholders) in the event of the departure of approved by the shareholders’ meeting Mr. Daniel Julien. ● reduction of the financial impact by a decrease in the amount of the non-compete indemnity. Agreements and commitments approved during previous y ears and having continuing Non-compete agreement of Mr. Olivier Rigaudy, eff ect during the year Deputy CEO Pursuant to articleR.225-30 of the French Commercial Code,

■ Entityy concerned: Teleperformance SE we have been informed that the performance of the following agreements and commitments, already approved during ■ Individual concerned: Mr. Olivier Rigaudy, Deputy CEO; previous years, continued during the year. ■ Nature and pppurpose: The Board of Directors, pursuant to a recommendation of the Remuneration and Appointments Committee authorized on November30th, 2017 the conclusion Non-compete indemnity of Mr. Paulo César Salles of a non-compete agreement. This agreement was signed on Vasques, CEO until October 13, 2017 st February1 , 2018; ■ Entities concerned: Teleperformance SE and Teleperformance ■ Terms and conditions: This agreement was signed for the Group Inc., subsidiary of your company;

term of his mandate and one year after its termination, without ■ Individual concerned: Mr. Paulo César Salles Vasques, CEO territorial limitation and may not be waived by the Company. until October13th, 2017; Mr. Rigaudy undertakes to respect confidentiality, non- ■ Nature and pppurpose: Implementation of the terms of the non- solicitation, non-poaching and non-compete commitments. compete agreement entered into on November25th, 2013, In consideration of these commitments, in the event of authorized by the Board of Directors on November25th, 2013 departure for any reason whatsoever, except for death, Mr. and approved by the shareholders’ meeting of May7th, 2014; Rigaudy would benefit from an indemnity capped at one year of gross remuneration (fixed and variable) paid by the Group ■ Terms and conditions: Mr. Salles Vasques is required to in respect of the previous fiscal year during which the date comply with a non-compete and non-poaching obligation th of termination took place, in consideration of the exercise of of two years, i.e., until October13 , 2019. Pursuant to this executive functions, as a salaried employee and/or corporate agreement, a non-compete indemnity equal to two years of officer within the Group. gross remuneration (fixed and variable) with respect to fiscal year 2016, or USD$8,600,000, will be paid by Teleperformance Group Inc. in 2018.

Paris la Défense and Neuilly-sur-Seine, February 28th, 2018 The statutory auditors

KPMG AUDIT IS Deloitte & Associés

Jacques Pierre Philippe Battisti Partner Partner

46 Teleperformance - Notice of meeting 2018 How to participate 7 in the shareholders’ meeting?

The shareholders of TeleperformanceSE are convened in an ordinary shareholders’ meeting on Friday April20th, 2018 at 3p.m. (Paris time) at 21-25rue Balzac, 75008Paris, France.

REMINDER: Your Company is a European company. We remind you that abstention is not accounted for as a negative vote and we invite you to read carefully the following paragraphs.

Preliminary formalities to participate in the shareholders’ meeting

All shareholders, regardless of the number of shares they own, are acting on their behalf as stated in their investment account held entitled to participate in this shareholders’ meeting: by their approved intermediary bank or financial agent.

■ by attending the Meeting in person; Such registration of bearer shares must be confirmed by a certificate of participation issued by the approved intermediary, ■ by voting by post or through the Internet; thereby producing evidence of their capacity as shareholders. ■ by being represented or granting a proxy to the Chairman of the Meeting, or to any individual or legal entity of their choice The certificate of participation issued by the approved intermediary in accordance with ArticleL.225-106 of the French Commercial must be attached to the remote or proxy voting form, or to Code. the request for an admission card, and sent by the approved intermediary to BNPParibas Securities Services - CTS Assemblées Shareholders who wish to attend the shareholders’ meeting, be Générales - Les Grands Moulins de Pantin - 9 rue du Débarcadère represented or vote by post, are required to provide proof that - 93761 Pantin Cedex - France, or presented the day of the Meeting the shares are registered in their name or that of the registered for shareholders who have not received their admission cards. intermediary acting on their behalf by the second business day preceding the Meeting at midnight Paris time (i.e. Wednesday Only those shareholders producing evidence of their shareholder April18, 2018, 0:00am, Paris time): status by April18, 2018, 0:00am (Paris time), under the terms specified in ArticleR.225-85 of the French Commercial Code as ■ for registered shareholders, by registration of their shares in the stated above, will be allowed to participate in this shareholders’ registered share accounts held for the Company by BNPParibas meeting. Securities Services;

■ for the holders of bearer shares, by registration of their shares registered in their name or in that of the registered intermediary

Attending the meeting in person

▶ Request an admission card ▶ Request an admission card by post byelectronic means

■ Registered shareholders automatically receive the voting Shareholders wishing to attend the Meeting in person may also form that they must complete stating that they wish to attend request an admission card online via the following procedures: the Meeting and obtain an admission card. The signed form ■ For registered shareholders: they should make their must then be sent, using the enclosed prepaid envelope, to request online via the VOTACCESS secure platform that can BNP Paribas Securities Services – CTS Assemblées Générales be accessed from the Planetshares website at the following – Les Grands Moulins de Pantin – 9 rue du Débarcadère – link: httppps://planetshares.bnpparibas.com 93761 Pantin Cedex, – France. Said shareholders may also present themselves the day of the Meeting with proof of Holders of pure registered shares must connect to the identity. Planetshares website with their usual log-in details.

■ Holders of bearer shares must ask the approved Holders of administered registered shares will receive an intermediary responsible for their investment account that invitation letter stating their login details. Such log-in details an admission card be sent to them. Otherwise, they may will give them access to the Planetshares website. present themselves on the day of the Meeting together with In the event that shareholders have misplaced their login their certificate of participation received from the approved identification and/or password, they may call the following intermediary and dated no later than April18th, 2018, 0:00am number: +33(0)157430230. (Paris time).

Teleperformance - Notice of meeting 2018 47 7 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

Once connected to the website, registered shareholders If the shareholders’ approved intermediary is connected to should follow the instructions appearing on the screen to the VOTACCESS website, they must log on to their approved access the VOTACCESS website and request an admission intermediary’s website with their usual login details. Then, card. they should click on the icon appearing on the line showing

■ For holders of bearer shares: the shareholders are their TeleperformanceSE shares and follow the instructions responsible for establishing whether their approved appearing on the screen to access the VOTACCESS website intermediary is connected to the VOTACCESS website and, and request an admission card. if so, whether such access is subject to specific conditions or The VOTACCESS website will be open beginning on March30th, terms of use. 2018. In all cases, online admission card requests must It is hereby specified that only holders of bearer shares whose be made no later than the day preceding the Meeting, i.e. th approved intermediary is a subscriber of the VOTACCESS April19 , 2018 at 3pm (Paris time) in order to be taken into platform may request their admission card online. account. However, in order to prevent overloading of the VOTACCESS website, it is recommended that shareholders not wait until the day preceding the meeting to submit their votes or request an admission card.

Voting by correspondence or by proxy

Select one from the three available options by marking the corresponding box:

■ vote by post or by electronic means;

■ grant power to the Chairman of the Meeting: the Chairman will cast a vote in favor of the adoption of resolutions presented or approved by the Board of Directors and a vote against in other cases; or

■ to be represented by a person or a legal entity of your choice.

▶ Voting by correspondence or by proxy by post

If you wish to use the voting form, you will need to check the corresponding box but also express your vote on each resolution by checking the corresponding box. Otherwise your vote will be accounted as void for the resolutions left blank.

■ For registered shareholders: send the single Securities Services no later than April16th, 2018 at the latest and, correspondence or proxy voting form to the following address: for holders of bearer shares, the forms must be sent together BNP Paribas Securities Services – CTS Assemblées Générales with their certificate of participation. – Les Grands Moulins de Pantin – 9 rue du Débarcadère – Pursuant to ArticleR.225-81 of the French Commercial Code, a 93761 Pantin Cedex – France. shareholder cannot, in any event, send to the Company both the ■ For holders of bearer shares: by requesting, as of the date proxy form and the vote by post form. of the Meeting notice, said form by writing to BNP Paribas Securities Services (address above) or to their approved Pursuant to ArticleR.225-79 of the French Commercial Code, intermediary managing their share account. Requests for notification of the appointment or dismissal of a proxy may also correspondence or proxy voting forms must be received be performed by returning the signed and scanned form to the no later than six days before the date of the shareholders’ following email address: meeting. [email protected] @pp . Shareholders may also download the single correspondence The proxy must be accompanied by a copy of shareholders’ proof or proxy voting form that will be made available, no later than of identity and for holders of bearer shares, by their certificate of March30th, 2018, on the Company’s website participation. Holders of bearer shares must request that their (http://www.teleperformance.compp ). financial intermediary responsible for their investment account send a written confirmation to BNP Paribas Securities Services – To be taken into account, correspondence voting forms must CTS Assemblées Générales – Les Grands Moulins de Pantin – 9 be received by the general meeting department of BNP Paribas rue du Débarcadère – 93761 Pantin Cedex – France.

48 Teleperformance - Notice of meeting 2018 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? 7

The proxy granted may be revoked in the same forms.Only If the shareholders’ approved intermediary is connected to notifications of appointment or revocation of proxy duly signed the VOTACCESS website, they must log on to their approved and completed will be recorded. Furthermore, only notifications intermediary’s website with their usual log-in details. Then, of appointments or revocations of proxy can be sent to the email they should click on the icon appearing on the line showing address [email protected] @pp ; any their TeleperformanceSE shares and follow the instructions other request or notification relating to any other matter will not appearing on the screen to access the VOTACCESS website be recorded and/or be dealt with. and vote, appoint or revoke a proxy. To be taken into account, notifications of appointment or If the shareholder’s approved intermediary is not connected revocation of proxy expressed byelectronic means must to the VOTACCESS website, it is specified that the notification be received no later than the day preceding the Meeting, i.e. of the appointment or revocation of a proxy may also be April19th, 2018 at 3p.m. (Paris time). performed by electronic means pursuant to the conditions described above. The VOTACCESS website will be open beginning on March30th, ▶ Voting by correspondence 2018. or proxy electronically The possibility to vote online before the shareholders’ meeting Shareholders may also vote, appoint or revoke a proxy via the will end the day preceding the Meeting, i.e. April19th, 2018 at Internet before the shareholders’ meeting on the VOTACCESS 3p.m. (Paris time). website, subject to the conditions outlined below: However, in order to prevent overloading of the VOTACCESS ■ For registered shareholders: the holders of pure or website, it is recommended that shareholders not wait until the administered registered shares who wish to vote online can day preceding the Meeting to submit their votes. connect to the VOTACCESS website via the Planetshares It is hereby specified that any shareholder who has already website at https://planetshares.bnpparibas.compp pp expressed his/her vote, sent a proxy or requested an admission Holders of pure registered shares should connect to the card or a certificate of participation (ArticleR.225-85 of the Planetshares website with their usual login details. French Commercial Code): Holders of administered registered shares will receive an ■ may no longer opt for another form of participating in the invitation letter stating their log-in details. These log-in details Meeting; will give them access to the Planetshares website. In the event ■ may sell all or part of their shares. that shareholders have misplaced their log-in identification and/or password, they may call the following number: However, if the transfer of ownership occurs before Wednesday +33(0)157430230. April18th, 2018 0:00am (Paris time), the Company consequently invalids or amends, as appropriate, the remotely exercised vote, Once connected to the website, registered shareholders the proxy, the admission card or the certificate of participation. should follow the instructions appearing on the screen to For this purpose, the authorized intermediary holding the access the VOTACCESS website and vote, appoint or revoke account shall notify the Company or the shareholders’ agent a proxy. of said transfer of ownership and inform the shareholder as ■ For holders of bearer shares: the shareholders are required. No transfer of ownership completed after Wednesday responsible for establishing whether their approved April18th, 2018 0:00 am (Paris time), regardless of the method intermediary is connected to the VOTACCESS website and, used, shall be notified by the approved intermediary or recorded if so, whether such access is subject to specific conditions or by the Company, notwithstanding any agreement to the contrary. terms of use.

Teleperformance - Notice of meeting 2018 49 7 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

How to fill in the form?

You wish to attend the Meeting and You cannot or do not wish to attend vote in person: check Box A and date the Meeting in person: select one of Your shares are bearer shares: and sign at the form bottom. the three available options. you must return the form to your custodian.

A

1 2 3

SPECIMEN Write here your name and address or check the information already In any case, date indicated. and sign here.

1. To vote by post 2. You wish to give your proxy to 3. You wish to give your proxy to a designated Check the box here AND indicate your the Chairman of the Meeting representative vote on each resolution by shading Check the box here and date and sign Check the box here, write the name and address of the corresponding box, date and at the form bottom. this person and date and sign at the form bottom. sign at the form bottom.

Regardless of the voting modality selected, the completed and signed form must be returned assoon as possible:

If you hold registered shares to: If you hold bearer shares to: BNP Paribas Securities Services the intermediary who manages your share account. CTS Assemblées générales Les Grands Moulins de Pantin 9 rue du Débarcadère 93761 Pantin Cedex France

50 Teleperformance - Notice of meeting 2018 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? 7

Navigating on Votaccess

To appoint the To download the documents Chairman as your proxy, To vote on the for the general meeting, click here. resolutions, click here. click here.

To appoint the person To request an admission of your choice as your card, click here. proxy, click here.

Teleperformance - Notice of meeting 2018 51 Notes

52 Teleperformance - Notice of meeting 2018 Request for information 8 and materials Pursuant to Article R.225-83 of the French Commercial Code

Teleperformance SE encourages its shareholders to opt in favor of the sending of documents by email in order to reduce the quantity of printed materials. Ordinary Shareholder s’ Meeting of Friday April 20, 2018 I, the undersigned,

Mrs. ❏ Mr. ❏ Last name (or company name): ...... Address: ...... Zip code ...... City: ...... Country: ...... Email address: ...... @...... Owner of: ...... registered shares And/or ...... bearer shares held by ...... (please attach a copy of the certificate of registration of the shares in the securities accounts of your custodian). Hereby request to receive the information and materials set forth by ArticleR.225-83 of the French Commercial Code relating to the ordinary shareholders’ meeting of April20, 2018, having already received those provided by ArticleR.225-81 of the French Commercial Code together with my notice. These information and materials are available on the Teleperformance website (www.teleperformance.com), in particular under the “general meetings” heading. ❏ By post ❏ By email (subject to your acceptance of the use of electronic means under the terms and conditions set out by laww).

In ...... On: ...... 2018 Signature

This request is to be sent to: BNP Paribas Securities Services, CTS Assemblées générales, Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex, France or to the custodian of your shares.

Information: In accordance with the provisions of ArticleR.225-88 paragraph3 of the French Commercial Code, registered shareholders may request through a single demand that the documents and information set forth in ArticlesR.225-81 and R.225-83 of the French Commercial Code, be sent to them for any subsequent shareholders’ meetings. In the event the shareholder opt in favor of this possibility, mention must be made in the present request indicating specifications for sending documents (post or email) and, if necessary, the email address. In this regard, it is specified that the sending by email could be used for all formalities provided for in ArticlesR.225-68 (meeting notice), R.225.72, R.225-74, R.225-88 and R.236-3 of the French Commercial Code. Shareholders who have agreed to the use of the email could request to receive documents by post at least thirty-five days before the date of publication of the meeting notice provided in ArticleR.225-67 of the French Commercial Code, either by post or by electronic means.

✁

Teleperformance - Notice of meeting 2018 53 d forest. ged forest.

Teleperformance SE European Company (Societas Europaea) with a share capital of €144,450,000 RCS number 301 292 702 Paris 21/25 rue Balzac - 75 008 Paris - France Tel.: +33 1 53 83 59 00 This document is printed in France by an Imprim’Vert certifi ed printer on PEFC certifi ed paper produced from sustainably manage mana sustainably sustainably from from ed paper produced ed paper produced certifi certifi ed printer on PEFC ed printer on PEFC certifi an Imprim’Vert by is printed in France This document

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