TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.4 Other elements of the corporate governance report 4.5 Regulated agreements and commitments 4.4 Other elements of the corporate governance report

4.4.1 Specific conditions relating to the attendance of shareholders at general meetings

The terms and conditions of shareholder participation in general meetings are set out in chapterb3, sectionb3.1.2.4 Shareholders’ meetings of the 2017 Registration Document.

4.4.2 Factors liable to have an impact in the event of a public offering

In accordance with the provisions of ArticlebL.225-37-5 of the French Commercial Code, the elements below are liable to have an impact in the event of a public offering: ■ restrictions provided for by the articles of association on the exercise of voting rights and share transfers or clauses in agreements brought to the Company’s notice in application of ArticlebL.233-11 of the French Commercial Code: none; ■ direct or indirect holdings in the Company’s capital of which it is aware under ArticlesbL.233-7 and L.233-12 of the French Commercial Code: see sectionb3.3 Shareholding; ■ the list of holders of any security providing special rights of control and a description thereof: none (subject to double voting rights described in sectionb3.1.2.3 Description of rights, privileges and restrictions, if any, on existing shares and each class of shares ); ■ the means of control provided for in a putative employee shareholding system when the rights of control are not exercised by the employees: none; ■ capital structure: see sectionb3.3 Shareholding;

■ shareholders’ agreements known to the Company that may involve restrictions on share transfers and the exercise of voting rights: see sectionb3.3.2 shareholders’ agreements ; ■ rules applying to the appointment and replacement of members of the Board of Directors and to amendments to the Company’s articles of association: see sectionsb3.1.2.2 Administration and management of the Company and 3.1.2.8 Changes in share capital, shareholder rights and articles of association; ■ the powers of the Board of Directors, particularly in relation to share issuance or buyback: see sectionb3.2.3.1 Current authorizations and 3.2.3.4 Share buy-back program ; ■ company agreements that are modified or terminated by any change of control except where such disclosure, unless required by law, would cause serious detriment to its interests: see sectionb3.3.3 Change of control of the Company; ■ agreements providing for compensation to Board members or employees if they resign or are dismissed without real and serious cause or if their employment terminates as the result of a public offering: none.

4.5 Regulated agreements and commitments

4.5.1 Regulated agreements and commitments

During 2017, the Board of Directors authorized two regulated agreements at its meeting held on Novemberb30 th , 2017. The first one consists of the modification of the non-compete agreement entered into between the Company, Teleperformance Group, Inc. and Mr.bDaniel Julien, Chairman and Chief Executive Officer. The second one is the non-compete agreement entered into between the Company and Mr.bOlivier Rigaudy, Deputy Chief Executive Officer. The terms of these agreements are described in section 4.2.2.2 Undertakings taken in favor of executive officers of the present Registration Document and in the auditors’ special report on regulated agreements and commitments referred to in ArticlesbL.225-38 et seq ., and L.225-42-1 et seq . of the French

Commercial Code reproduced below. These non-compete agreements will be submitted to the approval of the shareholders’ meeting to be held on Aprilb20 th , 2018. Pursuant to legal and regulatory provisions, the Board of Directors, at its meeting held on Februaryb28 th , 2018, carried out the annual review of the regulated agreements and commitments entered into before 2016band the performance of which is continued during the financial year 2016. It noted from that review that the non-compete agreement entered into between the Company, Teleperformance Group, Inc. and Mr.bSalles Vasques was activated in the fourth quarter of 2017. The terms of this agreement are described in sectionb4.2.2.2 and in the auditors’ special report reproduced below.

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Teleperformance bb - bb Registration documentbb 2017