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TELEPERFORMANCE SE
COMBINED SHAREHOLDERS' MEETING OF MAY 21, 2026
Replies to shareholders' written questions
Foreword
lt is reminded that any shareholder, provided they own at least one share of Teleperformance SE (hereinafter referred to as the "Company"), may submit writen questions prior to the shareholders' meeting, in accordance with Articles L. 225-108 and R. 225-81 of the French Commercial Code. The purpose of the writen question procedure is to enable shareholders to exercise their rights in an informed manner and to participate actively in the life of the company. The submited questions must retain the objective intended by the legislator and not be misused for other purposes. The questions asked must not be misused and, in particular, must not constitute an abuse of rights, as sanctioned by applicable case law.
The Company endeavours to provide its shareholders and other stakeholders with full and transparent information. lt provides, and will continue to provide, appropriate answers in accordance with legal and regulatory provisions, while reserving the right to refer to certain answers already present in its publications to answer some of the questions raised. lndeed, the Universal Registration Document often provides the answers to the writen questions of the shareholders. Thus, the Company proceeded as follows:
specific references to the 2025 Universal Registration Document (hereafter "2025 URD") have been provided when the information contained therein answers the question submited and
a single joint answer has been provided to address multiple questions having the same topic.
Ten written questions received from Masato Suzuki, an individual shareholder holding 1 share in the Company (email dated May 10, 2026)
Preliminary words:
TP is committed to respect and protect the privacy and personal data of every individual, including its employees, suppliers, customers, business partners, clients and their respective end customers in compliance with the General Data Protection Regulation (GDPR). As a result, individuals cited in the written questions initially received are identified below only by their initials or by one single letter where they were identified by their first name, in order to anonymize the data and prevent any infringement on their privacy.
In addition, for the convenience of the readers, the terms used in the letter received and referenced below have the following meanings:
ICA means "Independent Contractor Agreement" and
TPMY refers to "Teleperformance Malaysia", a TP Group subsidiary.
" Question 1 - Vigilance Plan vs. ICA Structure
Your Vigilance Plan identifies 'non-compliance with local labor law or group standards' as a serious human rights risk applicable to all subsidiaries under French Commercial Code L.233-16-II. The ICA signed by L.C., Senior Director of Talent Acquisition at TPMY, on 18 December 2024, imposed fixed 40-hour weeks, company-determined shift schedules, KPI obligations, and direct managerial supervision, while classifying workers as independent contractors with no social insurance coverage.
Was this ICA reviewed against the Vigilance Plan prior to execution? If so, by whom and under what documented process?
Reply:
TP's Vigilance Plan was set out in accordance with applicable laws and regulations. This framework and the measures implemented to identify and prevent serious violations of human rights and fundamental freedoms, breaches of health and safety rules and damage to the environment, covering the operations of the Group, its subsidiaries as well as its suppliers and subcontractors with whom it maintains a firm business relationship, are described in the 2025 URD on pages 72 and following.
Does the failure to disclose the classification of approximately 16,000 non-employees in URD 2025, citing 'phase-in regulations,' serve to conceal systemic disguised employment risks from investors?"
Reply:
The disclosures in the URD 2025 on TP employees are made in compliance with the applicable regulations and in particular the European Corporate Sustainability Reporting Directive (CSRD).
"Question 2 - AI Governance and AI-Generated Contracts
Teleperformance obtained ISO/IEC 42001:2023 certification, established an AI Innovation Commitee in May 2025, and redesigned recruitment, training, and workforce management processes to incorporate AI as a mandatory component under TP.ai FAB. The ICA bears the characteristics of an AI-generated template lacking jurisdiction-specific legal safeguards for both Japanese and Malaysian labor law. TPMY's Country Manager (A.) and HR management were operating this ICA structure organizationally.
Does the AI Innovation Commitee's governance framework include mandatory legal compliance screening of AI-generated employment contracts before execution?
If AI tools were used in creating or distributing this ICA, does TPMY acknowledge that its compliance detection and mitigation functions failed?
If AI tools were not used, how does the Group explain the governance gap between its stated AI-driven transformation and the high-risk legal practices left unchecked at TPMY?"
Joint reply to questions (1), (2) and (3):
ISO/IEC 42001:2023 supports responsible AI governance and risk management practices internationally. Employment classification and contractual compliance remain subject to applicable local laws and regulatory frameworks.
"Question 3 - Social Auditor Coverage Gap
The Global Social Auditor (E.P.) conducted 315 roundtables across 15 countries in 2025. Malaysia is explicitly identified as an APAC hub subject to Social Risk Exposure (SRE) assessment. At least 8 Japanese workers, identified by employee numbers, were engaged at TPMY under the same ICA structure from December 2024 through early 2025. This ICA was distributed and managed organizationally by TPMY's Country Manager (A.), HR management including R., and the Talent Acquisition department.
Did the Social Auditor's Malaysia activities cover the facilities and period in which these workers were engaged?
If yes, why was this organizational contract scheme not flagged as a labor risk under the SRE framework, given the involvement of the Country Manager and HR management?
Does the Social Auditor's mandate include legal review of non-standard contract terms distributed by the Talent Acquisition department?"
Joint reply to questions (1), (2) and (3):
The responsibilities of the Global Social Auditor are disclosed in the 2025 URD. The Social Risk Exposure (SRE) assessment framework is designed to convert qualitative feedback into standardized risk indicators, enabling the comparison of identified operational and social exposures by geographical region.
"Question 4 - Global Ethics Channel: Structural Blockage Within TPMY
URD 2025 reports zero substantiated serious human rights violations and zero euros in related compensation in 2025. Formal escalations regarding ICA misclassification were directed to TPMY's Country Manager (A.) in April 2024 and April 2025. The April 2025 notice was additionally sent by registered mail to TP SE headquarters in France and confirmed as received. However, there are grounds to conclude that the Global Ethics team received no report from A., TPMY's HR management, or the Talent Acquisition department, meaning the internal reporting channel was functionally blocked by TPMY's management layer.
Were these escalations recorded in the Global Ethics Hotline statistics and assessed as human rights risks under the Vigilance Plan?
If not, what prevented the legal notice received by headquarters from being routed to the Global Ethics team? Does TP SE consider that A. and TPMY's HR management blocked the reporting channel?
Does the zero-euro compensation figure reflect a genuine absence of violations, or the inability of the Global Ethics team to receive reports due to the structural blockage created by TPMY's Country Manager and HR management?"
Joint reply to questions (1), (2) and (3):
Access to the TP Global Ethics Hotline is not restricted. Use of the hotline is not limited to employees or persons with access to TP systems. Rather, it is publicly accessible at tp.integrityline.com.
Reports received through the TP Global Ethics Hotline are managed and dealt with pursuant to the applicable policy (also publicly available on the TP website).
"Question 5 - Organizational Design of Disguised Employment at TPMY
The ICA was signed by L.C. as the company representative. It was distributed and managed organizationally by TPMY's Country Manager (A.), HR management including R., and the Talent Acquisition department. Payment was made from TPMY to Japanese bank accounts in JPY. Work was performed in Japan using equipment shipped from Teleperformance Japan. The governing law clause designated Malaysia. This structure simultaneously triggered obligations under Japan's Labor Standards Act Section 9, Employment Security Act Section 44, and Malaysia's Employment Act 1955 Section 18.
Does TPMY acknowledge that this structure constitutes disguised employment under applicable Japanese and Malaysian law?
Does TPMY acknowledge that A., HR management including R., and the Talent Acquisition department were organizationally involved in designing and operating this ICA structure?
Has TPMY provided comprehensive compensation to all affected workers? If not, why not? "
Joint reply to questions (1), (2) and (3):
The ICA and related operational arrangements were subject to applicable review processes and compliance with applicable Japanese or Malaysian labor law requirements.
"Question 6 - Country Manager (A.), HR Management: Knowledge, Inaction, and Failure to Compensate
URD 2025 states that subsidiary management teams bear responsibility for implementing internal controls to ensure compliance, that failure to comply with employer obligations may result in civil and criminal liability for 'legal representatives,' and that escalation protocols to senior management are established for serious incidents.
TPMY's Country Manager (A.) received a formal escalation regarding ICA misclassification and payroll compliance violations in April 2024. A., HR management including R., and the Talent Acquisition department shared organizational knowledge of this issue, yet provided no substantive response, corrective action, or comprehensive compensation for over 12 months.
Did A. transmit this escalation to TP SE's Global HR, Legal, or Compliance divisions? If not, how does the 'legal representative liability' provision in URD 2025 apply?
Did A. and TPMY's HR management including R. have a reporting obligation to the Global Ethics team? If they did not report, does TP SE consider this intentional concealment?
With multiple layers of TPMY management - A., HR management including R., and the Talent Acquisition department - collectively aware of this issue while zero compensation has been provided, what accountability does TPMY and TP SE take?"
Joint reply to questions (1), (2) and (3):
The reports made through the TP Global Ethics Hotline are reviewed, escalated and followed-up in accordance with the applicable TP policy (available on the TP website).
"Question 7 - TPMY Payroll Violations and Failure to Compensate
URD 2025 identifies payroll reliability as a primary social audit topic. A. and TPMY's HR management including R. were aware of the following documented violations yet failed to report to the Global Ethics team or provide redress.
50% reduction of March salary under the MSS without contractual basis (Employment Act 1955, Section 18)
Transfer of CP21 employer obligations to the worker (Income Tax Act 1967, Section 83(3))
No EPF, SOCSO, or Japanese social insurance applied to workers under the ICA
What is the reason these violations remain uncorrected from the point management became aware until now? When will TPMY provide comprehensive compensation to all affected workers?"
Reply:
The ICA engagement structure expressly established an independent contractor arrangement, including invoicing-based payment terms, individual tax responsibility, and the waiver of employee benefit entitlements, all of which are required to be accepted by the contractor prior to engagement.
"Question 8 - Complaints to Malaysia Labour Department and Industrial Court
URD 2025 guarantees whistleblower protection to 100% of employees globally and commits to protection from retaliation and prompt investigation. However, the internal reporting channel at TPMY was not functioning effectively due to the conduct of A. and HR management including R., potentially forcing workers to seek external remedies.
How many complaints or claims by TPMY employees or former employees have been filed with Malaysia's Labour Department (JTK) or Industrial Court between January 2024 and the date of this AGM?
Are any such cases currently pending before the Industrial Court? If so, has this contingent liability been assessed and disclosed in the Company's financial provisions?
Have any workers who escalated complaints been subjected to retaliation in contravention of the Global Ethics Hotline Policy?"
Joint reply to questions (1), (2) and (3):
Workforce-related complaints and disputes are managed through applicable legal, operational, and governance processes in the relevant jurisdictions and TP cannot comment on ongoing complaints or disputes. All contingent liabilities are assessed and, where required, disclosed in accordance with applicable law and International Financial Reporting Standards (IFRS), which is the Company's applicable financial reporting standard.
"Question 9 - APAC Liability Excluded from Financial Provisions
Teleperformance has provisioned EUR 38.4 million for employee litigation risks, identifying the United States, Italy, Spain, and Argentina as affected jurisdictions. A separate EUR 23.5 million covers social charge risks in France and Brazil. The ICA misclassification involves potential retroactive liabilities including:
Unpaid social insurance contributions in Japan and Malaysia
Tax exposure under Japan-Malaysia Tax Treaty Article 15
Penalties under Japan's Employment Security Act Section 44
Penalties under Malaysia's Immigration Act 1959/63 for work performed prior to visa issuance
A. and TPMY's HR management were aware of these risks yet failed to report to Group level, meaning APAC liabilities may remain unassessed and undisclosed. The refusal to disclose the classification of approximately 16,000 non-employees citing 'phase-in regulations' further suggests concealment of retroactive payment risks from investors.
Has the financial risk from cross-border ICA misclassification across APAC, including Japan and Malaysia, been assessed and included in the Company's provisions? If not, on what basis has this risk been excluded from disclosure?"
Reply:
TP Malaysia's financial statements are subject to annual review performed by an external independent audit firm. With respect to its FY25 financial statements, TP Malaysia received a certification from this independent firm with no reserve.
"Question 10 - CEO Remuneration KPIs and Long-Term ESG Viability
CEO Jorge Amar's annual bonus KPIs include AI adoption progress (20%) and GPTW employee engagement (10%),but contain no metric for labor law compliance or labor dispute frequency. The 2025 disclosure confirms zero euros in compensation related to serious human rights violations, while the former Vice-CEO received a departure indemnity of GBP 1,805,783 and non-compete compensation of GBP 2,407,710.
Teleperformance's core competitive advantage depends on human linguistic capability, emotional intelligence, and cultural empathy that AI cannot replicate until general-purpose quantum computing becomes widely available. An organizational structure at TPMY where A., HR management including R., and the Talent Acquisition department collectively operated ICA misclassification, blocked the Global Ethics reporting channel, left compliance violations unaddressed for over 12 months, and allowed skilled agents to leave for competitors fundamentally undermines Teleperformance's long-term enterprise value.
Does the Board consider the absence of labor compliance metrics in executive remuneration consistent with the
Company's stated ESG commitments and Vigilance Plan?
What specific governance reforms will Teleperformance implement to ensure that the labor misclassification practices operated by A., HR management, and the Talent Acquisition department at TPMY are prevented, detected, and remediated before reaching the scale documented in this submission?
How will TP SE remedy the structural defect by which the Global Ethics reporting channel was functionally blocked by TPMY's Country Manager and HR management?"
Joint reply to questions (1), (2) and (3):
Jorge Amar joined TP as CEO effective March 16, 2026. The 2026 remuneration policy for the CEO, made public and subject to the AGM approval, is extensively disclosed in the 2025 URD and provides for employee engagement based-performance criteria.
With regard to the 2025 remuneration, the disclosure is presented in the 2025 URD and provides for a 40% achievement rate due to the non-achievement of the financial criteria included as part of the 2025 performance criteria applicable to the annual variable compensation.
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