Teleperformance : Notice of meeting (brochure) (9notice of meeting brochure en)

About this update from Teleperformance Se

NOTICE OF MEETING 2026 Combined Shareholders' Meeting 2025 Future Forward Thursday May 21, 2026, 3 p.m. (Paris Time) Cloud Business Center, 10 bis, rue du Quatre Septembre, 75002 Paris, France Teleperformance SE CONTENT Message from the Chairman of the Board of Directors 1 TP in 2025 2 Governance 21 Agenda of the Meeting 33 Resolutions proposed by the Board of Directors 34 Report of the Board of Directors on the agenda and proposed resolutions 39 Reports of the statutory auditors 57 How to participate in the Shareholders' Meeting? 58 Request for information and materials 64 WWW.TP.COM The present notice is available on TP's website ‌Message from the Chairman of the Board of Directors MOULAY HAFID ELALAMY Dear Shareholders, I am pleased to inform you that you are invited to your Company's Combined Shareholders' Meeting, to be held on Thursday, May 21, 2026, at 3:00 p.m.(Paris Time) at the Cloud Business Center, located at 10bis rue du Quatre Septembre in Paris (75002) France. This meeting will provide an opportunity to review the events of 2025, during which TP, despite unprecedent external shocks, strengthened its trajectory. Together with Jorge Amar, TP's new Chief Executive Oflicer, we will discuss our priority for the coming years: accelerating the implementation of the "Future Forward" strategic plan, enhancing the value created for our clients and our shareholders, and attracting and developing the best talent. To achieve these objectives, we are placing strategic agility at the heart of our trajectory. In a challenging macroeconomic environment, the resilience of our business model enables us to maintain a solid financial structure that generates strong cash flow. True to our commitment to creating value for those who support us, the Board of Directors has decided to propose a dividend payment of 4.50 euros per share. This amount reflects our confidence in the Group's financial outlook and our commitment to maintaining a rigorous balance between investments, debt, and shareholder returns. GROUP VALUES The start of 2026 marked a significant milestone in TP's history. The new governance structure we have decided to implement underscores Daniel Julien's exceptional track record at the helm of TP, a group he founded and built into a global leader in digital business solutions. In recent months, he has devoted all his energy to the group and has been an unwavering support in preparing TP for the path ahead and ensuring a smooth and eflective transition. While remaining a major shareholder, he is stepping down from his executive roles alongside Olivier Rigaudy, who has played a decisive role in serving the group over the past sixteen years. I am also delighted to continue working with Thomas Mackenbrock, who is joining the Board of Directors. Together, the three of them are handing over to Jorge Amar a group that is in good working order, poised to successfully complete its transformation, and backed by strong financial results in 2025. The Board of Directors has unanimously tasked him with accelerating TP's transformation and has appointed him as the Group's Chief Executive Oflicer. It is now up to him to accelerate TP's transformation and drive our renewed ambition. Finally, I would like to thank Alain Boulet, Christobel Selecky, and Angela Maria Sierra-Moreno, who, like Daniel Julien, have stepped down from the Board of Directors after making significant contributions to its work. The annual Shareholders' Meeting is a key opportunity for dialogue and transparency. Your participation is crucial. The resolutions submitted this year are designed to support our growth momentum, sustain our leadership, accelerate our transformation, and enhance the agility of our governance structure. You will be able to follow the Meeting, live or on-demand, on TP's website ( https://www.tp.com ) and: vote online, in a simple, fast, and secure manner; vote by mail; grant proxy to the person of your choice or to the Chair of the Meeting; On behalf of the Board of Directors, I thank you for your continued trust and for the support you will give to the proposed resolutions submitted for your vote. The five TP values underpin our corporate culture and business model while assuring world-class services and solutions. Cosmos / Integrity I am transparent, ethical and trustworthy Earth / Respect I treat others with kindness and empathy Metal / Professionalism I do things right the very first time Air / Innovation I am curious to bring a positive change Fire / Commitment I am passionate and engaged Teleperformance SE - Notice of meeting 2026 1 ‌TP in 2025 MISSION TP aims to create competitive advantages for its clients through digital integrated business services. Global scale Trusted by our clients #1 POSITION IN CORE CX MARKET >€10Bn REVENUE ∼170 COUNTRIES SERVED ∼1.5k CLIENTS 14-year AVERAGE CLIENT RELATIONSHIP ∼2/3 OF THE TOP 100 GLOBAL BRANDS SERVED BY TP 90% TP EMPLOYEES WORKNG IN A CERTIFIED GREAT PLACE TO WORK® 68% MANAGEMENT POSITIONS FILLED THROUGH INTERNAL PROMOTIONS +88% DIVIDEND PER SHARE FROM €2.40 TO €4.50 PER SHARE ('20-'25) 14.6% EBITA MARGIN IN 2025 €901m NET FREE CASH FLOW EXCLUDING NON-RECURRING CASH-OUTS IN 2025** Empowering our people Delivering value for shareholders ACTIVITIES TP is a global leader in digital business services. The Group's comprehensive, AI-powered service portfolio ranges from front oflice customer care to back-oflice functions, including consulting and high-value digital transformation services. It also oflers a range of Specialized Services such as collections, interpreting and localization, visa and consular services, and recruitment process outsourcing services. * Subject to shareholder approval at the Shareholders' Meeting of May 21, 2026. ** Of which 40% was returned to shareholders, through dividends and share buybacks. 2 Teleperformance SE - Notice of meeting 2026 A GLOBAL LEADERSHIP TP is a global digital business services company, working behind the scenes to deliver the services and experiences you trust on behalf of the brands you admire. For nearly five decades, we have helped leading organizations evolve with confidence across customer operations, data services and digital transformation. Presence in nearly 100 countries Nearly 490,000 employees AN INTEGRATED RANGE OF SERVICES FOR A DIVERSIFIED PORTFOLIO OF CLIENTS BROAD CLIENT PORTFOLIO ACROSS ALL MAJOR VERTICALS 2025 revenue breakdown by vertical Countries where TP operates Countries TP serves Top 10 countries by headcount where TP operates WELL-DIVERSIFIED PORTFOLIO OF BUSINESS LINES 2025 revenue breakdown by business line (Core services) 3% Automotive 4% Energy & Utilities 6% Public sector 7% Healthcare 8% Technology 8% Telecom 9% 3% FMCG (1) 3% Other 21% Media, Entertainment & Gaming 17% Financial services & insurance 12% 5% Other (1) 5% Back-oflice/BPO 8% Sales 8% Technical support 9% Trust & Safety 2% Data services for AI 63% Care Retail & e-commerce (1) Fast Moving Consumer Goods. Travel & Hospitality (1) Includes Technology Products & Services, Consulting and Data Analytics. Teleperformance SE - Notice of meeting 2026 3 1. TP IN 2025 Our unique four-dimensional approach Creating a competitive advantage for our clients and boosts our business results. ADVANCED TECHNOLOGY An AI-enabled suite of advanced solutions that augments live TP experts and optimizes business operations PROCESS EXCELLENCE Highest operational standards based on TP's stringent practices and methodologies PEOPLE AND EMPATHY Unrivaled global delivery platform with a presence in nearly 100 countries and powered by emotionally intelligent TP experts OUR SUSTAINABLE COMMITMENTS Being Future Forward also means adopting a broader vision of progress, one that aligns business performance with clear social and environmental commitments. TP's sustainability approach is fully embedded in this ambition. DEEP VERTICAL EXPERTISE Including media & entertainment, BFSi, travel, healthcare, etc. A GREAT PLACE TO WORK® Uphold best-in-class working environment for all our employees, including career development, well-being and health and safety. A CITIZEN OF THE PLANET Develop sustainability practices & reduce environmental impact, in line with our 2030 science-based targets. A TRUSTED PARTNER Uphold highest ethical standards for all our stakeholders, in line with our commitment to the UN Global Compact. A CITIZEN OF THE WORLD We give where we live. Since program inception in 2006, TP has raised more than €90m for communities, including a longstanding partnership with UNICEF. 4 Teleperformance SE - Notice of meeting 2026 Future Forward strategy In 2025, TP announced the launch of Future Forward, its strategic plan covering the years 2026 to 2028, designed to strengthen the Group's position as a global leader in digital business services. Future Forward is TP's strategic initiative to become a next-generation, AI-enabled company. This encompasses fusing cutting-edge technology with human expertise to expand growth and deliver long-term value. By intelligently orchestrating AI with human empathy, judgment and expertise, TP aims to create competitive advantages for its clients through digital integrated business services. In parallel, TP unveiled TP.ai FAB (Foundational AI Backbone), a proprietary AI orchestration platform designed to seamlessly integrate artificial intelligence, human expertise, and automation at scale. TP.ai FAB will underpin TP's three pillar growth strategy: growing the core business with AI: leveraging technology and AI to deliver enhanced client outcomes, strengthen value propositions, and accelerate growth; extending vertical plays: expanding industry-specific solutions, end-to-end AI-enabled oflerings and scaling specialized services globally; 500+ unlocking new opportunities in AI: accelerating growth in markets across the AI value chain, focusing on data services, technology, consulting, and digital marketing. AI PROJECTS LAUNCHED IN 2025 Operate AI-based recruiting, training and QA for highly eflicient ops Enhanced retail experiences AI-powered collections AI-powered booking & loyalty Enabling value for AI data services Next-gen healthcare augmented by AI AI-enabled revenue generation AI-enabled insurance operations Hybrid human + agentic CX AI-augmented financial services Augmenting human talent with AI Industry solution suites Functional solution suites PORTFOLIO DEVELOPMENT Teleperformance SE - Notice of meeting 2026 5 Value creating business model PROFITABLE GROWTH S&P DEBT RATING BBB Investment grade with a stable outlook (since November 2021) 2025 2024 2023 Net debt Net debt/EBITDA 1.98× 1.86× 3,966 3,890 2.2× NET DEBT (€m) 4,553 Solid financial structure REVENUE (€m) Solid financial performance indicators EBITDA BEFORE NON-RECURRING ITEMS (€m) 10,133 10,280 10,209 2,087 2,096 2,006 +2.6%** +1.3%*** 20.6 % 20.4 % 19.7 % 2023 PF* 2024 2025 Revenue Like-for-like growth 2023 PF* 2024 2025 Current EBITDA Current EBITDA/revenue * Pro forma including 12 months of Majorel in 2023. ** Pro forma growth, at constant exchange rates including 12 months of Majorel in 2023. *** Excluding the hyperinflation eflect of -0.3% in 2025. EBITA BEFORE NON-RECURRING ITEMS (€m) * Pro forma including 12 months of Majorel in 2023. NET PROFIT GROUP SHARE (€m) 1,512 1,537 1,485 732 807 781 14.9 % 2023 PF* 2024 15.0 % 2025 14.6 % Current EBITA Current EBITA/revenue 592 523 2023 2024 497 2025 Net profit Group share Net profit before non-recurring items - Group share * Pro forma including 12 months of Majorel in 2023. NET FREE CASH FLOW (€M) 1,084 812 901* 2023 2024 2025 * Net free cash flow excluding non-recurring cash-outs. DIVIDEND PER SHARE (€) 4.20 4.50* 37% 46% 54% 3.85 2023 2024 2025 Dividend per share Pay-out ratio * Subject to shareholder approval at the Shareholders' Meeting on May 21, 2026. 1. SUSTAINABLE AND RESPONSIBLE GROWTH Solid non-financial performance indicators An environment of excellence and well-being 90% OF OUR EMPLOYEES ARE WORKING IN A CERTIFIED GREAT PLACE TO WORK® ENVIRONMENT 68% OF MANAGEMENT POSITIONS FILLED THROUGH INTERNAL PROMOTIONS Environmentally friendly growth with challenging targets USE OF RENEWABLE ENERGY 47% 50% CARBON FOOTPRINT (Scopes 1 and 2, by tCO 2 e) 248,205 -50% vs. 2019 126,346 124,599 11% 2019 baseline 2024 2025 2019 baseline 2024 2025 A 64 A- TP ranks above sector average. TP is among the top 4% TP is among the leading of its sector and part of the S&P companies for climate risk Global Sustainability Yearbook. management and action. Leading ESG ratings Key distinctions Recognized as a leader in the 2026 IAOP® Global Outsourcing 100, demonstrating leadership across innovation, governance, talent and social impact. TP received 7 awards at the 2025 European Contact Centre & Customer Service Awards (ECCCSAs) for our contributions to the customer experience industry, including the Gold award for Sustainability. A renewed governance With 2026 being the first full year of implementation of the Future Forward strategic plan, the decision has been made to optimize the group's governance and shape it for growth and acceleration. JORGE AMAR, APPOINTED CHIEF EXECUTIVE OFFICER OF TP Jorge Amar, a renowned global expert in at-scale AI-native customer operations, has therefore been appointed Group CEO by the board of Directors, eflective March 16, 2026. Previously, he served as Senior Partner and Global Lead of McKinsey's Digital Customer Care Practice, where for over a decade his mandate was to design and execute AI-native customer operations for the world's largest companies -many of them TP's own clients. He holds a bachelor's degree in Accounting from the University of Buenos Aires and an MBA from Harvard Business School. " As part of the succession process, Daniel Julien and Thomas Mackenbrock have decided to step down from their executive roles as of March 15, 2026. Olivier Rigaudy , deputy CEO in charge of finance, has decided to retire, stepping down from his executive position as of March 15, 2026, and shall counsel the new CEO until December 31 st , 2026. Benoît Gabelle was appointed interim Chief Financial Oflicer I am very pleased to be joining TP, a group I have come to know in depth over the last year. I would like to thank Chairman Moulay Hafid Elalamy and founder Daniel Julien for their trust. I am fully aware of the responsibility I am assuming. Since the unveiling of Future Forward, important decisions have been made, and significant progress has been achieved. We now need to accelerate rolling out our existing oflerings, enriching our solution portfolio, and enabling our clients to capture the efliciency and productivity gains that technology now makes possible. I am eager to get to work and to deliver on the 2028 objectives we have set for ourselves." 1. Summary of the activities in 2025 Financial highlights (in millions of euros) 2025 2024 €1 = US$1.13 €1 = US$1.08 REVENUE 10,209 10,280 Reported growth -0.7% Like-for-like growth (1) +1.3% (2) EBITDA BEFORE NON-RECURRING ITEMS 2,006 2,096 % OF REVENUE 19.7% 20.4% EBITA BEFORE NON-RECURRING ITEMS 1,485 1,537 % OF REVENUE 14.6% 15.0% EBIT 1,055 1,082 Adjusted net profit - Group share (3) 781 807 Diluted adjusted earnings per share - Group share (in euros) 13.20 13.44 Net profit - Group share 497 523 Diluted earnings per share (in euros) 8.40 8.71 Dividend per share (in euros) 4.50 4.20 NET FREE CASH FLOW EXCLUDING NON-RECURRING CASH-OUTS 901 1,084 At constant scope and exchange rates. Excluding the eflect from hyperinflation of -0.3% in 2025). As defined in Appendix 4 - Glossary - Alternative Performance Measures. Revenue by activity (in millions of euros) 2025 Change (%) LFL (1) excl. 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 8,724 8,791 -0.8% +2.7% Americas 4,026 4,190 -3.9% +1.4% Europe, MEA & Asia-Pacific 4,698 4,601 +2.1% +3.8% SPECIALIZED SERVICES 1,485 1,489 -0.2% -9.3% TOTAL 10,209 10,280 -0.7% +1.0% +1.3% (in millions of euros) Q4 2025 Change (%) LFL (1) excl. Q4 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 2,232 2,311 -3.4% +1.0% Americas 1,034 1,091 -5.2% +1.4% Europe, MEA & Asia-Pacific 1,198 1,220 -1.8% +0.7% SPECIALIZED SERVICES 355 373 -5.0% -10.9% TOTAL 2,587 2,684 -3.6% -0.6% 0.0% At constant scope and exchange rates. EBITA before non-recurring items by activity (in millions of euros) 2025 2024 CORE SERVICES 1,048 1,091 % of revenue 12.0% 12.4% Americas 498 518 % of revenue 12.4% 12.4% Europe, MEA & Asia-Pacific 510 515 % of revenue 10.9% 11.2% Holdings 40 58 SPECIALIZED SERVICES 437 446 % of revenue 29.4% 30.0% TOTAL EBITA BEFORE NON-RECURRING ITEMS 1,485 1,537 % OF REVENUE 14.6% (1) 15.0% Of which a negative impact from currency eflect of ≃ -20bps; at constant currency, EBITA margin in 2025 would have been 14.8%. Group revenue for 2025 was up +1.3% (1) like-for-like (excluding a -0.3% negative eflect from hyperinflation), driven by the positive momentum in Core Services. Reported revenue for 2025 includes: a positive scope eflect (+€196 million) mainly related to the consolidation of ZP 'Better Together' (ZP) since February 1 st , 2025 and the consolidation of Agents Only since June 30, 2025; a negative currency eflect (-€362 million) arising mainly from the strengthening of the euro since Q2 2025 against the US dollar, Indian rupee, Turkish lira, Egyptian pound and most currencies in Latin America. Revenue for Q4-25 was flat on a like-for-like (1) basis (excluding a -0.6% negative eflect from hyperinflation), due to lower activity in onshore solutions, increased oflshoring in Core Services and the challenging environment in the US in Specialized Services. Reported revenue for Q4-25 includes: a positive scope eflect (+€53 million) from the consolidation of ZP and Agents Only; Core Services Americas The Americas region returned to positive revenue growth on a like-for-like basis in 2025, driven by: the sustained demand for oflshore BPO solutions and subsequent accelerating revenue growth in India throughout the year; the domestic solutions in Latin America, which grew at a rapid pace, with the ramp-up of several new contracts, notably in Trust & Safety and back-oflice solutions business lines; the domestic operations in the US, though still subdued, which showed a significant improvement in the second half relative to the first half, with less negative impact from oflshore migration. Growth in 2025 was supported by public sector, travel, telecom, consumer goods and energy sectors. Activity was lower in the automotive and technology sectors. In 2025, Core Services inthe Americas delivered a stable EBITA margin before non-recurring items compared with 2024 (12.4%), despite adverse currency eflects. a significant negative currency eflect (-€136 million) from the further strengthening of the euro against the US dollar, and, albeit at a slower pace, the Indian rupee, Turkish lira and most currencies in Latin America. EBITDA before non-recurring items amounted to €2,006 million in 2025, compared with €2,096 million in the prior year. EBITA before non-recurring items was €1,485 million and the EBITA margin amounted to 14.6%, compared with €1,537 million and a margin of 15.0% in 2024. At constant exchange rates, i.e., excluding the translation eflect, the EBITA margin would have been 14.8% in 2025. The 20 bps contraction mainly reflects: the impact from the non-renewal of a significant visa application management contract at TLScontact, although partially oflset by the consolidation of ZP. Together the net impact on the 2025 EBITA margin is around -10 bps; AI-related IT costs, which accounted for a -15 bps impact on the 2025 EBITA margin. Europe, MEA & Asia-Pacific Across the region, most of the business lines recorded a dynamic momentum, notably in Customer Care, Sales, Back-oflice solutions, Data Services for AI and Analytics. Activities in the United Kingdom and Sub-Saharan Africa posted solid growth over the year, thanks to the ramp-up of new contracts, especially in the public sector and banking and financial services. In the Asia-Pacific region, business remained well-oriented, especially in southeast Asia where the Group benefitted from an increase in volumes in the Customer Care and Trust & Safety business lines in the media, entertainment & gaming and retail and e-commerce sectors. (1) Adjusted for the impact of the non-renewal of a significant visa application management contract in Specialized Services, Group like-for-like growth stood at +2.4% in 2025 and +0.2% in the fourth quarter. The growth of multilingual services was supported by a strong performance in the Middle East and Africa, particularly in Egypt and Turkey, where the Group is quickly developing attractive solutions. Specialized Services Like-for-like growth in 2025 was mainly aflected by the non-renewal of a significant visa application management contract at TLScontact. Adjusted for this impact, growth in Specialized Services would have come out at +0.6% in 2025 and -5.3% in Q4-25. In 2025, revenue for LanguageLine Solutions (LLS), the largest component of Specialized Services and TP's high-value-added interpretation activities, was slightly lower than last year on a like-for-like basis, given a negative momentum in Q4. In light of a highly challenging environment in the US aflecting this activity, this resilient performance reflects the strength of its business model. Efliciency measures have been successfully deployed from Q2 2025 to protect the Group's profitability and allowed for the preservation Other income statement items EBIT reached €1,055 million, versus €1,082 million in 2024. It included in particular: €218 million in amortization of acquisition-related intangible assets; €77 million in accounting expenses relating to performance share plans; €97 million in impairment losses on goodwill and intangible assets, related to PSG Global Solutions and Health Advocate; €16 million in synergy generation costs related to the acquisition of Majorel. The financial result represented a net expense of €269 million, versus €213 million in 2024. This change is mainly explained by the impact of exchange rate gains and losses. The cost of gross debt was flat compared with 2024, reflecting both the stability of gross debt and its average cost maintained at 3.85%. Cash flows and financial structure Net free cash flow after lease expenses, interest and tax paid amounted to €901 million, excluding non-recurring cash-outs of €31 million, compared with €1,084 million the year before. This reflects a record high FCF generation in H2 2025 to €642 million thanks to strong working capital management, as expected. The change in consolidated working capital requirement was an inflow of €52 million, compared with an inflow of €103 million in 2024. Other highlights of 2025 Core Services in Europe, MEA & Asia-Pacific delivered an EBITA margin before non-recurring items of 10.9% in 2025, compared with 11.2% in 2024, mainly reflecting the slowdown in onshore activities in the last quarter of the year and the adverse currency eflect. 1. of its profitability, with a EBITA margin in 2025 slightly higher than in 2024. Overall, the EBITA margin before non-recurring items of Specialized Services reached 29.4% in 2025, compared with 30.0% in 2024. The improved profitability of LanguageLine solutions was oflset by the lower profitability of PSG Global Solutions, TP's recruitment process outsourcing activities, and Health Advocate, TP's healthcare navigation and support activities, which were both aflected by the challenging environment in the US, as well as by the adverse currency eflect. Lastly, the negative impact from the non-renewal of a significant visa application management contract was almost oflset by the positive contribution from the consolidation of ZP from February 1 st , 2025. Income tax expense came to €289 million, significantly down compared with 2024 (€345 million). This corresponds to an eflective tax rate (excluding goodwill impairments) of 33.1%, compared with 38.5% in 2024. This improvement reflects the progresses made on Majorel's integration. In 2025, net profit - Group share totaled €497 million, while diluted earnings per share amounted to €8.40, versus €523 million and €8.71 in 2024. The adjusted net profit amounted €781 million in 2025, while diluted adjusted earnings per share reached €13.20, versus €807 million and €13.44 last year. Net capital expenditure amounted to €246 million, or 2.4% of revenue in 2025, versus €214 million and 2.1% in 2024. The increase was mainly attributable to the investments in oflshore locations. After the payment of €248 million in dividends, the execution of the share buyback program for €114 million, the acquisitions net of cash (mainly ZP and AgentsOnly) and minority investments in AI partnerships, net debt stood at €3,966 million at December 31, 2025, compared with €3,890 million at December 31, 2024. AI strategic partnerships and acquisitions Supporting the launch of TP.ai FAB, as part of its "Future Forward" strategy, TP has been expanding its AI capabilities through strategic acquisitions and partnerships in 2025: the acquisition of Agents Only, an AI-enabled crowdsourcing platform, to strengthen Data Services for AI position; and the partnerships with leading AI pioneers, including: Sanas, a real-time speech understanding company; Parloa, a leading agentic AI platform for customer service; Ema, a leading horizontal agentic AI start-up. 2025 sustainable performance TP has been active in 2025 to deliver upon its sustainability objectives across its four pillars: People, Ethics, Planet and Social Impact. The Group made considerable progress on its environmental commitments. Scope 1 and 2 greenhouse gas emissions decreased by 50% versus 2019, while scope 3 emissions related to procurement, employee commuting, and business travel fell by 10%, placing TP ahead of its 2030 Science Based Targets initiative (SBTi) trajectory. The Group also surpassed a major operational milestone, with renewable energy representing more than 50% of global electricity consumption, compared with 11% in 2019. Outlook In 2025, TP received an A-rating from CDP, recognizing the robustness of its climate strategy, the alignment of its targets with climate science, and the quality of the Group's disclosure and governance practices. On the social front, the Group renewed its Great Place to Work® certifications in 69 countries, supported by a 77% Trust Index from employees. TP continued to invest in employee development, providing 134 training hours per employee on average, and maintained strong internal mobility with a 68% internal promotion rate for managerial positions. Consequently, TP was ranked as 7 th among the World's Best Workplaces™ by Great Place to Work® and Fortune, marking the fifth consecutive year the Group appears in the global Top 10. Value Creation Office in full swing to implement the "Future Forward" strategy TP announced in its Q3 2025 revenue publication the formation of a Value Creation Oflice to fast-track the implementation of the "Future Forward" strategy across growth, efliciency and transformation. It is supported by McKinsey & Company, with whom TP entered into a transformation contract in Q3-25. It is up and running with 150+ go-to-market initiatives already conducted, including verticals growth, win-room activation and seller upskilling. Leveraging AI to enhance internal efficiency and process excellence As an additional part of the "Future Forward" plan, TP has led a thorough review of its processes and structures on the back of the acceleration of AI adoption to drive operating efliciencies. To date, 90+ efliciency initiatives have been launched to drive cost savings, productivity, and operational excellence along 3 pillars: Internal AI Transformation : deployment of AI across core operations to increase efliciency and reduce manual work in recruiting, training, Workforce Management, supervisors and Quality Management; Cost optimization : structural reduction of SG&A and other direct costs optimization through delayering, automation and optimized procurement practices and controls; Organizational redesign : simplification of organizational structure These initiatives will lead to workforce adaptation and restructuring costs estimated between €70m and €90m in 2026. The annual run-rate savings are estimated to be above €100m. As for 2026, and depending on the actual deployment timeline, subject to local legislation and negotiations with the employee representatives, the group expects to record around half of these annual run-rate savings. Since the beginning of 2026, plans have already been announced with corresponding costs of €56m. Scaling TP.ai FAB TP is building up with TP.ai FAB AI-powered solution suites addressing horizontal as well as vertical specific tasks to transform services for its clients across various industry verticals. TP.ai FAB aims for example to achieve greater outcomes and efliciency through the integration of agentic AI in the field of human augmentation, collections, customer experience, revenue generation, data services for AI and operations. Over 500 AI projects were launched in 2025, allowing for scale across the diflerent FAB solution suites. Lastly, TP has been certified with the ISO/IEC 42001: 2023 AI Management System from BSI. ISO 42001 is the world's first international standard specifically covering AI systems, providing a structured framework that demonstrates AI governance, risk management, and responsible AI systems. The certification creates an additional competitive advantage for the Group, demonstrating its commitment to AI and the rigorous set of standards it adheres to. It complements other standards in the fields of Information Security, Privacy and Compliance, reflecting robust standards for the protection of client data and adherence to global regulations, including the EU AI Act. Investing in growing lines of business In line with the momentum observed and the outlined strategy, TP is accelerating and investing in identified lines of business with significant potential for the future. This includes Back-oflice-related tasks, the Data Services for AI and Sales business lines, which operate in growing markets and for which TP has the right capabilities, global footprint, domain expertise and track-record. Additionally, TP maintains close relationships and open commercial discussions with its clients around potential large-scale transformation contracts that could amount to hundreds of millions of Euros of impact on the top line on a run rate basis. However, at this stage the discussions are still ongoing, and the outcome is uncertain. 2026 annual outlook Group LFL revenue growth expected between +0.0% and +2.0%. In an uncertain market context, TP anticipates a soft start to the year with Q1 revenue anticipated below the yearly guidance range; Stable recurring EBITA margin of around 14.6% (1) ; 2026-2028 financial objectives TP's mid-term financial objectives are: Returning to sustained mid-single digit like-for-like revenue yearly growth with 4-6% in 2028; Launch of a portfolio strategic review 1. To focus its resources on value-creating activities, TP will initiate a strategic review of the company's portfolio, including potential divestitures and M&A. Net free cash flow generation of €800-850 million excluding non-recurring cash-outs (2) ; Around €70-90m of non-recurring restructuring costs to be booked in the P&L. Recurring EBITA margin at ~15.5% in 2028, expected post AI transformation; Generating cumulative net free cash flow of ~€3 billion including organic AI eflorts incurred over 2026-2028. Assuming an average EUR/USD of 1.20 in 2026. Taking into account the likely negative impact from USD depreciation vs. Euro. Appendices Appendix 1 - Quarterly revenue by activity in 2025 (in millions of euros) Q4 2025 Change (%) LFL (1) excl. Q4 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 2,232 2,311 -3.4% +1.0% Americas 1,034 1,091 -5.2% +1.4% Europe, MEA & Asia-Pacific 1,198 1,220 -1.8% +0.7% SPECIALIZED SERVICES 355 373 -5.0% -10.9% TOTAL 2,587 2,684 -3.6% -0.6% 0.0% (in millions of euros) Q3 2025 Change (%) LFL (1) excl. Q3 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 2,143 2,140 +0.1% +3.9% Americas 969 1,010 -4.1% +2.4% Europe, MEA & Asia-Pacific 1,174 1,130 +3.9% +5.2% SPECIALIZED SERVICES 364 380 -4.2% -12.3% TOTAL 2,507 2,520 -0.5% +1.5% +1.5% (in millions of euros) Q2 2025 Change (%) LFL (1) excl. Q2 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 2,132 2 155 -1.1% +3.6% Americas 973 1,041 -6.6% +1.1% Europe, MEA & Asia-Pacific 1,159 1,114 +4.0% +5.8% SPECIALIZED SERVICES 371 379 -2.0% -11.6% TOTAL 2,503 2,534 -1.2% +1.3% +1.6% (in millions of euros) Q1 2025 Change (%) LFL (1) excl. Q1 2024 Reported Like-for-like (1) hyperinflation CORE SERVICES 2,217 2,184 +1.5% +2.3% Americas 1,051 1,048 +0.3% +0.8% Europe, MEA & Asia-Pacific 1,166 1,136 +2.6% +3.8% SPECIALIZED SERVICES 396 358 +10.7% -2.4% TOTAL 2,613 2,542 +2.8% +1.7% +1.8% (1) At constant scope and exchange rates and excluding the sale of the Group's Russia-based subsidiary in December 2025. Appendix 2 - IAS 29: hyperinflation in Argentina and Turkey The Group has applied IAS 29 in Argentina since 2018 and Turkey since 2022. The application of this standard requires the indexation of non-cash assets, liabilities and equity as well as the income statement to reflect changes in purchasing power in the local currency. These indexations may lead to a net gain or loss included in the financial result. In addition, the assets of the Argentinian and Turkish subsidiaries are translated into euros at the closing exchange rate of the period in question. IAS 29 impact Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025 Like-for-like revenue growth (%) +1.7% +1.3% +1.5% -0.6% +1.0% IAS 29 impact on like-for-like revenue growth (%) -0.1% -0.3% 0.0% -0.6% -0.3% Like-for-like revenue growth adjusted for IAS 29 impact (%) +1.8% +1.6% +1.5% 0.0% +1.3% 1. Appendix 3 - Simplified Consolidated Financial Statements Consolidated income statement (in millions of euros) 2025 2024 Revenues 10,209 10,280 Other revenues 12 8 Personnel -6,950 -6,901 External expenses -1,241 -1,364 Taxes other than income taxes -40 -40 Depreciation, amortization and related impairment losses -268 -293 Amortization of intangible assets acquired as part of a business combination -218 -220 Depreciation of right-of-use assets (personnel-related) -19 -17 Depreciation of right-of-use assets -234 -249 Impairment losses on goodwill and intangible assets -97 -29 Share-based payments -77 -91 Other operating income and expenses -22 -3 Share of profit or loss of equity-accounted investees - 1 Operating profit 1,055 1,082 Income from cash and cash equivalents 27 29 Gross financing costs -212 -214 Interest on lease liabilities -70 -61 Net financing costs -255 -246 Other financial income and expenses -14 33 Financial result -269 -213 Profit before taxes 786 869 Income tax -289 -346 Net profit 497 523 Net profit - Group share 497 523 Net profit attributable to non-controlling interests - - Earnings per share (in euros) 8.47 8.76 Diluted earnings per share (in euros) 8.40 8.71 Consolidated balance sheet ASSETS 12/31/2025 (in millions of euros) NON-CURRENT ASSETS 12/31/2024 Goodwill 4,216 4,567 Other intangible assets 2,090 2,162 Right-of-use assets 717 725 Property, plant and equipment 574 617 Loan hedging instruments 7 5 Other financial assets 140 108 Equity-accounted investees - 6 Deferred tax assets 99 130 Total non-current assets 7,843 8,320 CURRENT ASSETS Current income tax receivable 88 110 Accounts receivable - Trade 2,099 2,200 Other current assets 331 307 Loan hedging instruments - - Other financial assets 122 79 Cash and cash equivalents 996 1,058 Total current assets 3,636 3,754 TOTAL ASSETS 11,479 12,074 EQUITY AND LIABILITIES 12/31/2025 (in millions of euros) EQUITY 12/31/2024 Share capital 150 150 Share premium 683 683 Translation reserve -634 75 Other reserves 3,898 3,648 Equity attributable to owners of the Company 4,097 4,556 Non-controlling interests - - Total equity 4,097 4,556 NON-CURRENT LIABILITIES Post-employment benefits 83 80 Lease liabilities 585 580 Loan hedging instruments 1 - Other financial liabilities 3,182 3,007 Deferred tax liabilities 460 489 Total non-current liabilities 4,311 4,156 CURRENT LIABILITIES Provisions 155 170 Current income tax 171 231 Accounts payable - Trade 388 333 Other current liabilities 1,156 1,262 Lease liabilities 198 216 Loan hedging instruments - 3 Other financial liabilities 1,003 1,147 Total current liabilities 3,071 3,362 TOTAL EQUITY AND LIABILITIES 11,479 12,074 Consolidated statement of cash-flows 2025 (in millions of euros) CASH FLOWS FROM OPERATING ACTIVITIES 1. 2024 Net profit - Group share 497 523 Net profit attributable to non-controlling interests Income tax expense 289 346 Net financial interest expense 197 199 Interest expense on lease liabilities 70 61 Non-cash items of income and expense 889 947 Income tax paid -380 -366 Internally generated funds from operations 1,562 1,710 Change in working capital requirements 52 103 Net cash flow from operating activities 1,614 1,813 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of intangible assets and property, plant and equipment -253 -219 Loans granted -3 -15 Acquisition of subsidiaries, net of cash and cash equivalents acquired -454 -7 Acquisition of other financial assets -26 Disposal of subsidiaries, net of cash and cash equivalents disposed of -11 Proceeds from disposals of intangible assets and property, plant and equipment 7 5 Loans repaid 3 15 Net cash flow from investing activities -737 -221 CASH FLOWS FROM FINANCING ACTIVITIES Acquisition net of disposal of treasury shares -114 -184 Change in ownership interest in controlled entities -34 Dividends paid to parent company shareholders -248 -231 Financial interest paid -183 -204 Lease payments -315 -311 Increase in financial liabilities 2,954 2,256 Repayment of financial liabilities -2,925 -2,695 Net cash flow from financing activities -831 -1,403 Change in cash and cash equivalents 46 189 Eflect of exchange rates on cash held, and reclassifications -106 -7 NET CASH AT JANUARY 1 1,049 867 NET CASH AT DECEMBER 31 989 1,049 Appendix 4 - Glossary - Alternative performance measures Change in like-for-like revenue Change in revenue at constant exchange rates and scope of consolidation = [current year revenue - last year revenue at current year rates - revenue from acquisitions at current year rates]/last year revenue at current year rates. (in millions of euros) 2024 revenues 10,280 Currency eflect -362 2024 revenues at constant 2025 exchange rates 9,918 Like-for-like growth +95 Change in scope +196 2025 REVENUES 10,209 EBITDA before non-recurring items or current EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) Operating profit before depreciation and amortization + depreciation of right-of-use of leased assets + amortization of intangible assets acquired as part of a business combination + goodwill impairment charges + non-recurring items. (in millions of euros) 2025 2024 Operating profit 1,055 1,082 Depreciation and amortization 268 293 Depreciation of right-of-use assets 234 249 Depreciation of right-of-use assets (personnel-related) 19 17 Amortization of intangible assets acquired as part of a business combination 218 220 Impairment loss on goodwill and intangible assets 97 29 Share-based payments 77 91 Other operating income and expenses 22 3 EBITDA BEFORE NON-RECURRING ITEMS 1,990 1,984 Synergy implementation costs related to the Majorel acquisition and reorganization cost of French activities 16 112 EBITDA BEFORE NON-RECURRING ITEMS EXCLUDING SYNERGY GENERATION COSTS 2,006 2,096 EBITA before non-recurring items or current EBITA (Earnings before Interest, Taxes and Amortizations) Operating profit before amortization of intangible assets acquired as part of a business combination + goodwill impairment charges + non-recurring items. (in millions of euros) 2025 2024 Operating profit 1,055 1,082 Amortization of intangibles assets acquired as part of a business combination 218 220 Impairment loss on goodwill and intangible assets 97 29 Share-based payments 77 91 Other operating income and expenses 22 3 EBITA BEFORE NON-RECURRING ITEMS 1,469 1,425 Synergy generation costs related to the Majorel acquisition and reorganization cost of French activities 16 112 EBITA BEFORE NON-RECURRING ITEMS EXCLUDING SYNERGY GENERATION COSTS 1,485 1,537 Non-recurring items Principally comprises restructuring costs, incentive share award plan 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. 1. Diluted earnings per share (net profit attributable to shareholders divided by the number of diluted shares and adjusted) Diluted earnings per share is determined by adjusting the net profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding by the eflects of all potentially diluting ordinary shares. These include convertible bonds, stock options and incentive share awards granted to employees when the required performance conditions have been met at the end of the financial year. Adjusted net profit - Group share Net profit - Group share + amortization of intangible assets acquired as part of a business combination + goodwill impairment + other operating income and expenses + Synergy generation costs linked to the acquisition of Majorel and reorganization cost of French activities + Tax linked to the adjusted deductible expenses. (in millions of euros) 2025 2024 Net profit - Group share 497 523 Amortization of intangible assets acquired as part of a business combination 218 220 Impairment loss on goodwill and intangible assets 97 29 Other operating income and expenses 22 3 Cost of synergies related to the Majorel acquisition and reorganization cost of French activities 16 112 Tax linked to the adjusted deductible expenses* -69 -80 ADJUSTED NET PROFIT - GROUP SHARE 781 807 * Tax linked to the adjusted deductible expenses (amortization of intangible assets acquired as part of a business combination, impairment loss on intangible assets, other operating income and expenses, synergy generation costs linked to the acquisition of Majorel and reorganization cost of French activities) based of the tax rate applicable in France of 25.83%. Net free cash flow Cash flow generated by the business - acquisitions of intangible assets and property, plant and equipment net of disposals - loans granted net of repayments - lease payments - financial income/expenses. (in millions of euros) 2025 2024 Net cash flow from operating activities 1,614 1,813 Acquisition of intangible assets and property, plant and equipment -253 -219 Proceed from disposals of intangible assets and property, plant and equipment 7 5 Loans granted -3 -15 Loans repaid 3 15 Lease payments -315 -311 Financial interest paid -183 -204 NET CASH FLOW FROM FINANCING ACTIVITIES 870 1,084 Non-recurring cash outs -31 N/A NET CASH FLOW FROM FINANCING ACTIVITIES EXCLUDING NON-RECURRING CASH-OUTS 901 N/A Net debt Current and non-current financial liabilities - cash and cash equivalents 12/31/2025 (in millions of euros) NON-CURRENT LIABILITIES* 12/31/2024 Financial liabilities 3,182 3,007 CURRENT LIABILITIES* Financial liabilities 1,003 1,147 Lease liabilities (IFRS 16) 783 796 Loan hedging instruments -6 -2 Cash and cash equivalents 996 1,058 NET DEBT 3,966 3,890 * Excluding lease liabilities (IFRS 16). Statutory financial statements for the last five years 2025 2021 2022 2023 2024 I SHARE CAPITAL AT YEAR-END Share capital (in euros) 146,844,000 147,802,105 158,607,635 149,685,912 149,685,912 Number of shares issued 58,737,600 59,120,842 63,443,054 59,874,365 59,874,365 Maximum number of potential shares: by exercise of subscription rights 0 0 0 0 0 by grant of performance shares 1,385,399 1,533,835 1,640,062 1,780,677 1,885,309 TRANSACTION INFORMATION (IN EUROS) Revenues, excluding VAT 173,119,665 217,862,866 217,361,829 271,200,303 276,153,560 Net income, excluding income taxes, depreciation and amortization, and provisions 191,758,432 343,620,873 1,770,252,330 290,249,256 1,553,688,303 Income taxes 7,662,807 6,692,256 10,334,007 17,743,066 17,631,908 Net income, after income taxes, depreciation and amortization, and provisions 165,380,882 258,219,644 1,703,859,754 148,996,304 1,586,974,586 Dividends distributed 193,834,080 227,615,242 244,255,758 251,472,333 269,434,642 TRANSACTION INFORMATION PER SHARE (IN EUROS) Net income, after income taxes, but excluding depreciation and amortization, and provisions 3.13 5.70 27.74 4.55 25.65 Net income, after income taxes, depreciation and amortization, and provisions 2.82 4.37 26.86 2.49 26.51 Dividend distributed 3.30 3.85 3.85 4.20 4.50 (1) PERSONNEL Number of salaried personnel 40 43 50 49 50 Total remuneration (in euros) 5,247,122 5,720,664 7,353,661 10,564,771 8,734,955 Total amount of employee fringe benefits (social security, personnel benefits) (in euros) 5,451,949 2,673,673 2,040,089 3,261,179 6,658,251 As proposed to the Shareholders' Meeting of May 21, 2026. ‌Governance The Board of Directors An expert, diversified and independent Board of Directors to set the Group's strategic objectives. CURRENT COMPOSITION Chairman Chief Executive Officer 2 directors representing the employees Moulay Hafid Elalamy Jorge Amar (1) Véronique de Jocas* Evangelos Papadopoulos* Sheikha Hanadi Bint Nasser Al-Thani (1)(2) Varun Bery (3) Brigitte Daubry Mehdi Ghissassi Pauline Ginestié Ingrid Johnson (1)(2) Thomas Mackenbrock (1)(2) Kevin Niu Vera Songwe Independent director. Cooptation whose ratification is proposed at the shareholders' meeting of May 21, 2026. Term of oflice expiring in 2026 and whose renewal is proposed at the shareholders' meeting of May 21, 2026. Term of oflice expiring in 2026 and whose renewal is not be proposed at the shareholders' meeting of May 21, 2026. * Term of oflice expiring in 2026. 1 Independent Chair 2 directors representing the employees 13 nationalities represented Argentina Cameroon Canada China France Germany Greece India Morocco Qatar South Africa United Kingdom United States 45% women (2) 55 average age Board seniority 7.69% 7 to 12 years 7.69% over 12 years 84.62% 0 to 7 years 82% of independent directors (1) 85% of binational or non-French directors Excluding directors representing the employees in accordance with the AFEP-MEDEF code (§10.3). Excluding directors representing the employees in accordance with article L.225-27-1 of the French Commercial Code. LIST OF DIRECTORS IN OFFICE Personal information Experience Position on the Board Number of directorships Age Gender Nationality Number of shares in listed companies (1) Date of first End of term appointment of office (2) Seniority at 12/31/2025 Member of a Committee CHAIRMAN OF THE BOARD Moulay Hafid Elalamy 66 M 200 0 BM 03/06/2024 2027 GM 1 y 9 m RGC Independent director AIIC EXECUTIVE OFFICER Jorge Amar Chief Executive Oflicer 43 M 0 0 GM 02/26/2026 2027 GM n/a AIIC INDEPENDENT DIRECTORS Sheikha Hanadi Bint Nasser Al-Thani 55 W 0 0 BM 02/26/2026 2026 GM n/a RGC Varun Bery 67 M 400 0 GM 04/13/2023 2026 GM 2 y 8 m ARCC Brigitte Daubry 62 W 10,765 1 BM 03/06/2024 2027 GM 1 y 9 m SC (C) Mehdi Ghissassi 43 M 361 0 GM 05/21/2025 2028 GM 7 m AIIC (C) Pauline Ginestié 55 W 900 0 GM 04/28/2016 2028 GM 9 y 8 m RGC (C) Ingrid Johnson 59 W 200 0 BM 02/26/2026 2026 GM n/a ARCC Kevin Niu 41 M 200 0 BM 07/26/2023 2028 GM 2 y 5 m AIIC Vera Songwe 57 W 275 0 GM 05/21/2025 2028 GM 7 m ARCC (C) NON-INDEPENDENT DIRECTOR Thomas Mackenbrock 50 M 15,000 0 BM 02/26/2026 2026 GM n/a ARCC DIRECTORS REPRESENTING THE EMPLOYEES Véronique de Jocas 43 W 2,758 0 09/09/2020 2026 5 y 3 m RGC Evangelos Papadopoulos 43 M 0 0 11/02/2020 2026 5 y 1 m SC In companies other than the company. It is specified that the company has adopted a system of staggering of terms, which explains why expiry dates vary. RGC: Remuneration and Appointments Committee. ARCC: Audit, Risk and Compliance Committee. SC: Sustainability Committee. AIIC: AI & Innovation Committee. C: Committee Chair. BM: Board Meeting. GM: General Meeting. The activity and the works of the Board of Directors and its Committees in 2025 are described in section 4.1.2.3 of the 2025 Universal Registration Document. Matrix of directors' skills and expertise In November 2025, a self-assessment of directors' skills and expertise was conducted under the aegis of the Chair of the Remuneration and Governance committee. Each director selected their areas of skills and expertise, identifying a maximum of 5 skills that they considered most relevant based on their experience, from a list of skills set out by the Remuneration and Governance Committee and identified as key for the group. The summary of this self-assessment was presented to the Remuneration and Governance Committee and the Board of Directors in December 2025 and enabled a review of the matrix of skills and expertise within the Board, which is set to take into account the directors' profiles present within the Board as of December 31, 2025 (see presentation below) and the determination of areas for reflection on how to develop the composition of the Board of Directors over the coming years. This analysis allowed in particular to confirm the skills and areas of expertise already existing within the Board and strengthened those considered key to the development of the board and the group. It thus contributed to the evolutions brought to the Board's composition decided at the meeting of February 26, 2026. Following the cooptations decided by the Board of Directors and in the context of the renewals of terms of oflice and the appointment by the shareholders' meeting of May 21, 2026, the skills matrix will be reassessed during the annual review of the Board's functioning. 2. The 5 main skills identified by each director, and those identified for each of the newly coopted directors, are indicated in each of the biographies presented in Main activities and terms of oflice exercised by directors in oflice in section 4.1.2.1 in the Universal Registration Document for 2025. Main categories Sub-categories Pictograms Number ofdirectors concerned Percentage of directors concerned 46 6 Global operations & delivery management 77 10 Industry expertise (BPO / CX / shared services) 62 8 Customer industry verticals expertise 54 7 Government / regulatory / Public policy 85 11 TP Business Related Expertise Client / Customer experience leadership 46 6 Financial acumen / Capital markets 62 8 Marketing/Sales/Public relations 54 7 Strategic growth / M&A / Integration 69 9 Risk management & Compliance General Management & Governance Expertise 62 8 Audit & Risk Committee experience 46 6 CEO / C-suite leadership 62 8 Public company Board governance 62 8 Technology, cybersecurity & data privacy 62 8 Complex businesses, managing disruption 77 10 Global market & cultural diversity 38 5 Digital transformation & AI automation Cross-Sector Expertise 54 7 Innovation & product development 77 10 ESG & sustainability 69 9 Human capital & Labor relations 8 9 8 8 10 6 7 8 6 8 5 8 7 7 6 9 11 10 10 1 to 11: number of directors with the skills and expertise. The Committees of the Board of Directors Remuneration and Governance Committee 2. Pauline Ginestié Sheikha Hanadi Bint Nasser Al-Thani Moulay Hafid Elalamy** Véronique de Jocas Chair, independent Member, independent Member, independent Member, director representing the employees 1 director representing the employees 0 executive officer 1 Independent chair 100% of independent directors* * Excluding directors representing the employees in accordance with the AFEP-MEDEF code (§10.3). ** In the context of the separation of the functions of chairman of the board of directors and chief executive oflicer, the non-executive chairman can be a member of the appointments committee (§18.3 of the AFEP-MEDEF code). Audit, Risk and Compliance Committee Vera Songwe Varun Bery Ingrid Johnson Thomas Mackenbrock Chair, independent Member, independent Member, independent Member 0 Executive officer 4 Members having specific financial accounting and statutory auditing skills* 1 Independent chair 75% of independent directors * Those skills, required to perform their duty of due diligence and to accomplish their duties, are characterized by their professional experience, which they have acquired in senior management positions in companies, banks, or working for an audit firm or in the capacity of chartered accountant or statutory auditor, as described in section 4.1.2.1 of the 2025 Universel Registration Document. Sustainability Committee Brigitte Daubry Evangelos Papadopoulos Vera Songwe Chair, independent Member, director representing the employees Member, independent 1 Independent chair 100% of independent members* * Hors administrateurs représentant les salariés conformément au code AFEP-MEDEF (§ 10.3). AI and Innovation Committee Mehdi Ghissassi Moulay Hafid Elalamy Jorge Amar Kevin Niu Chair, independent Member, independent Member Member, independent 75% of independent members 1 executive officer 1 Independent chair Ratifications of cooptations, renewals and appointment proposed at the Shareholders' Meeting of May 21, 2026 The Board of Directors, upon recommendation of its Remuneration and Governance Committee, decided to propose to the Shareholders' Meeting to be held on May 21, 2026 to: ratify the cooptations of Ms. Ingrid Johnson, Sheikha Hanadi Bint Nasser Al-Thani, Mr. Thomas Mackenbrock and Mr. Jorge Amar as directors for the remainder of the terms of oflice of their predecessors, renew the terms of oflice as directors of Ms. Ingrid Johnson, Sheikha Hanadi Bint Nasser Al-Thani and Mr. Thomas Mackenbrock for a period of three years, and appoint of Mr. Moulay Mhamed Elalamy as a director in replacement of Mr. Varun Bery for a period of three years. In terms of competence, the Board, upon recommendation of its Remuneration and Governance Committee, noted that their expertise and professional experience are as many assets for the Board and the Group in this phase of accelaration of the transformation. These ratifications, renewals and appointment will complement and reinforce the expertise and skills already present on the Board and strengthen the alignment of expertise with the Group's trajectory. Those diflerent profiles will not only contribute to the process of renewing, particularly in terms of age, the Board but will also provide a valuable perspective on the Company's strategic challenges and its evolution in an environment undergoing constant transformation. After the meeting (1) Those directors and candidate for appointment meet the recommendations of the AFEP-MEDEF code with regard to the number of terms of oflice held. They therefore benefit from the availability necessary to be involved, and continue to be involved, in the works of the Board and its Committees. 2. With regards to the independence status, it is reminded that the Board of Directors applies the criteria defined by the AFEP-MEDEF code. In connection with the propositions to the shareholders' meeting, the Remuneration and Governance Committee reviewed the independence qualification of Ms. Ingrid Johnson, Sheikha Hanadi Bint Nasser al-Thani, Mr. Jorge Amar, Mr. Thomas Mackenbrock and Mr. Moulay Mhamed Elalamy. It considered that : Mr. Jorge Amar and Mr. Thomas Mackenbrock are not qualified as independent due to executive oflices to be held as Chief Executive Oflicer as from March 16, 2026 for Mr. Jorge Amar and held as Deputy Chief Executive Oflicer until March 15, 2026 for Mr Mackenbrock and also due to positions held in companies that the company consolidates for Mr. Mackenbrock, Ms. Ingrid Johnson and Sheikha Hanadi Bint Nasser Al-Thani meet all the conditions required to ensure their independence allowing them to be qualified as independent, due to family ties existing between and the shareholding of the Saham Group, Mr. Moulay Mhamed Elalamy would not be qualified as independent and Mr. Moulay Hafid Elalamy would no longer qualified as independent. Consequently, out of all the ratifications, renewals and appointment proposed to the Shareholders' Meeting, two directors are, or will continue to be, qualified as independent. 2 directors representing the employees 64% of independent directors* 45% women** 50 years old of average age 11 nationalities represented Argentina Cameroon Canada France Germany Greece Morocco Qatar South Africa United Kingdom United States 85 % of binational or non-French directors * Excluding directors representing the employees in accordance with the AFEP-MEDEF code (§10.3). ** Excluding directors representing the employees in accordance with article L.225-27-1 of the French Commercial Code. (1) Subject to the approval by the Shareholders' Meeting of resolutions 17 to 24. Information related to directors whose ratification, renewal and appointment are proposed Ratification of the provisional appointment and renewal of the term of office as a director proposed under the 17 th and 18 th resolutions Ingrid Johnson Independent Director Member of the Audit, Risk and Compliance Committee DATE OF BIRTH 07/04/1966 (59 yo) NATIONALITY British and South African NUMBER OF SHARES HELD 200 FIRST APPOINTMENT AS A DIRECTOR 02/26/2026 (cooptation) EXPERTISE AND EXPERIENCE Ms. Ingrid Johnson is an accomplished international executive with over three decades of leadership experience across banking, insurance, and financial services in Sub Saharan Africa, UK, North America and Asia. Her career is distinguished by a consistent ability to lead multi-geographic transformation of large, highly regulated organizations while embedding sustainable performance and reshaping the operational ecosystem for enduring managerial and culture change at scale. Ms. Johnson built her reputation within Nedbank Group, where she spent over 20 years leading three major business transformations: the reinvention of Business Banking (a Harvard Business School case study), the complete restructuring of Retail Banking to chart a new path for sustainable growth and the creation of integrated clusters to accelerate client led growth and cultural renewal. She successfully redeployed 3,000 employees without job losses - an achievement that underscores her human-centred leadership approach and her ability to deliver profitable transformation without social disruption. As Group Finance Director of Old Mutual plc in London, she held one of the most demanding financial governance roles in the sector. She directed the financial elements of the strategic unbundling and delisting of a £12 billion FTSE-listed conglomerate into four separately listed companies - a transaction of extraordinary structural complexity involving capital allocation, balance-sheet optimization, regulatory reporting, and investor relations mainly across the UK, US, and Southern Africa. She later joined Sun Life Financial in Hong Kong, as President to lead the Asia region (across eight markets, 28 million clients, 25 bancassurance partnerships and joint ventures) and driving post-COVID recovery. Under her leadership, insurance sales grew by 50%, Hong Kong results quadrupled, and a regional Value Realisation Oflice was created to accelerate transformation. She steered digital partnerships, high-net-worth/asset management repositioning, and cultural renewal across markets, contributing to Sun Life's brand being recognised as the #5 top brand mover in Hong Kong in August 2023. Today, Ingrid Johnson is regarded as one of the most credible global profiles in operational excellence, transformation governance, and institutional financial discipline. Ms. Ingrid Johnson is a Chartered Accountant by training and a graduate of Harvard Business School's Advanced Management Programme. MAIN SKILLS MANDATS EN COURS TP Group None Other (non-listed company) member of Advisory Council of Y Tree Limited (UK) Financial Acumen / DIRECTORSHIPS EXPIRED WITHIN THE LAST FIVE YEARS Capital Market Strategic growth / M&A / Integration Audit & Risk Committee experience Complex businesses, managing disruption Human capital & Labor relations TP Group None Other President, Sun Life Asia and Vice-Chair, Strategic Partnerships of Sun Life Assurance Company of Canada and Sun Life Financial Inc. (Hong Kong, Canada) director of Sun Life Grepa Financial, Inc., Sun Life of Canada (Philippines), Inc., Aditya Birla Sun Life Insurance Company Limited and Sun Life Malaysia Assurance Berhad (Philippines, India, Malaysia) director and Chairperson of Sun Life Asset Management Company, Inc. (Philippines)

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