Clarifications on the remuneration policy proposed to the Combined Shareholders' Meeting of April 22, 2021
In the context of its combined shareholders' meeting of April 22, 2021, Teleperformance wishes to bring the following clarifications concerning certain items of the remuneration policy applicable to executive officers for 2021 and following years (resolutions 9 and 10):
In case of departure of an executive officer, the shares granted in connection with performance shares or long-term incentive plans that are not definitively vested at the date of departure, will not be retained by the beneficiary. The Board of Directors could however decide their partial retention ; if it were to take such a decision, the Board of Directors will motivate its decision and apply a prorate basis on the number of shares thus retained that would remain, in any case, subject to the performance conditions set forth by the relevant plans.
Regarding the exception possibility described on page 162 of the 2020 Universal Registration
Document, this one is similar to the one proposed, and voted, by the shareholders' meeting of June 26, 2020. The Board wishes to confirm that the event triggering the possibility to use this exception clause is unchanged compared to the previous year.
Indeed, this exception clause, as the one described on page 147 of the 2019 Universal Registration Document, could only be implemented in the hypothesis of, during the course of the year, a change of the governance structure or appointment of a new executive officer.
In any case, it would be exercised subject to the conditions set forth in Article L.22-10-8 III of the French commercial code (to ensure the company's short and mid-term viability and sustainability) and would be carried out « within the limits of the maximum set in the remuneration policy in force applicable to the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer".
Teleperformance SE, European company with share capital of 146.844.000 €. 301 292 702 RCS Paris.
21-25 rue Balzac, 75406 Paris Cedex 08 France. Siret 301 292 702 00059. APE Code 6420Z.