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Teleperformance : Notice of meeting published in the BALO of April 22, 2026 (10tpse convening notice agm 26 05 21)
Teleperformance : Notice of meeting published in the BALO of April 22, 2026 (10tpse convening notice agm 26 05

About this update from Teleperformance Se
TELEPERFORMANCE SE A European company with a share capital of €149,685,912.50 Registered office: 21-25 rue Balzac, 75008 Paris, France Paris Trade and Companies Register No. 301 292 702 Convening notice The Shareholders of the Company are convened to a Combined Shareholders' Meeting to be held on Thursday May 21, 2026 at 3 p.m. (Paris Time) at Cloud Business Center, 10 bis rue du Quatre Septembre, 75002 Paris, France, to vote on the following agenda: Agenda As an ordinary shareholders' meeting: Approval of the statutory financial statements for the year ended December 31, 2025, Approval of the consolidated financial statements for the year ended December 31, 2025, Appropriation of 2025 results - Determination of dividend amount and payment date, Special report of the statutory auditors on regulated agreements and commitments for the 2025 financial year - Acknowledgment of the absence of new agreements in 2025, Approval of the regulated agreement entered into between Teleperformance SE and Mr. Jorge AMAR, Approval of the information referred to in paragraph I of Article L. 22-10-9 of the French Commercial Code for all of the Company's corporate officers, Acknowledgement and approval, where necessary, of the absence of any remuneration element (fixed, variable or exceptional) and of any benefit of all kind paid in the 2025 financial year or granted in respect of the 2025 financial year to Mr. Moulay Hafid ELALAMY, Chairman of the Board of Directors, Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2025 financial year or granted in respect of the 2025 financial year to Mr. Daniel JULIEN, Chief Executive Officer, Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2025 financial year or granted in respect of the 2025 financial year to Mr. Thomas MACKENBROCK, Deputy Chief Executive Officer, Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2025 financial year or granted in respect of the 2025 financial year to Mr. Olivier RIGAUDY, Deputy Chief Executive Officer in charge of finance, Approval of the remuneration policy for Directors, Approval of the remuneration policy for the Chairman of the Board of Directors, Approval of the remuneration policy for the Chief Executive Officer from January 1, 2026 to March 15, 2026 inclusive, Approval of the remuneration policy for the Chief Executive Officer starting March 16, 2026, Approval of the remuneration policy for the Deputy Chief Executive Officer, Approval of the remuneration policy for the Deputy Chief Executive Officer in charge of finance, Ratification of the provisional appointment of Ms. Ingrid JOHNSON as a director, Renewal of the term of office of Ms. Ingrid JOHNSON as a director, Ratification of the provisional appointment of Ms. Hanadi Nasser K. A. AL-THANI as a director, Renewal of the term of office of Ms. Hanadi Nasser K. A. AL-THANI as a director, Ratification of the provisional appointment of Mr. Thomas MACKENBROCK as a director, Renewal of the term of office of Mr. Thomas MACKENBROCK as a director, Appointment of Mr. Moulay M Hamed ELALAMY, as a director, to replace Mr. Varun BERY, Ratification of the provisional appointment of Mr. Jorge AMAR as a director, 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.22-10-62 of the French Commercial Code, duration of the authorization, purposes, conditions, cap, non-exercise during public offerings, As an extraordinary shareholders' meeting: Amendment of Article 16 of the Articles of Association in order to provide for the possibility to use the written consultation of the members of the Board of Directors, Update of Article 25.1 of the Articles of Association with the provisions of Article R. 22-10-28 of the French Commercial Code, As an ordinary shareholders' meeting: Powers for formalities. The preliminary notice to the Shareholders' Meeting comprising the text of the proposed resolutions approved by the Board of Directors has been published in the Bulletin des Annonces Légales Obligatoires dated March 23, 2026, no. 35. All shareholders, regardless of the number of shares they own, are entitled to participate in this Shareholders' Meeting: by attending the Meeting in person; by voting by post or through the Internet; by being represented or granting a proxy to the Chairman of the Meeting, or to any individual or legal entity of their choice in accordance with Articles L.225-106 and L.22-10-39 of the French Commercial Code. Preliminary formalities required to participate in the Meeting Shareholders who wish to attend the Shareholders' Meeting, be represented or vote by post, are required to provide proof that the shares are registered in their name or that of the registered intermediary acting on their behalf pursuant to Article R.22-10-28 of the French Commercial Code, by the second business day preceding the Meeting at midnight Paris time ( i.e. Thursday May 14, 2026, 0:00 am, Paris time): For registered shareholders, by registration of their shares in the registered share accounts held for the Company by UPTEVIA (Service Assemblées Générales - Cœur Défense, 90-110 Esplanade du Général de Gaulle - 92931 Paris la Défense Cedex, France); For the holders of bearer shares, by registration of their shares registered in their name or in that of the registered intermediary acting on their behalf as stated in their investment account held by their approved intermediary bank or financial agent. Such registration of bearer shares must be confirmed by a certificate of participation issued by the approved intermediary, if applicable, by electronic means in the conditions set forth by Article R. 225-61 of the French Commercial Code, thereby producing evidence of their capacity as shareholders. The certificate of participation issued by the approved intermediary must be attached to the remote or proxy voting form ("Single voting form"), or to the request for an admission card, and sent by the approved intermediary to UPTEVIA, Service Assemblées Générales - Cœur Défense, 90-110 esplanade du Général de Gaulle, 92931 Paris La Défense Cedex, France, or presented the day of the Meeting for shareholders who have not received their admission card. Only those shareholders producing evidence of their shareholder status by May 14, 2026, 0:00 am (Paris time), under the terms specified in Article R.22-10-28 of the French Commercial Code as stated above, will be allowed to participate in this Shareholders' Meeting. Forms of participation in the Meeting Shareholders wishing to attend this Meeting in person may request an admission card as follows: Request of an admission card by electronic means: For holders of pure registered shares: they should log on to their Shareholder Space at https://www.investors.uptevia.com/ using their usual access codes and, once logged on, follow the onscreen instructions to access the VOTACCESS voting site and request an admission card. For holders of administered registered shares: they must log on to the VoteAG website at https://www.voteag.com/ using the temporary codes provided on the Single voting form or on the electronic convening notice. Once on the site's home page, they must follow the on-screen instructions to access the VOTACCESS site and request an admission card. For holders of bearer shares : the shareholders are responsible for establishing whether their financial intermediary is connected to the VOTACCESS website and, if so, whether such access is subject to specific conditions or terms of use. If the shareholders' financial intermediary is connected to the VOTACCESS website, they must log on to their approved intermediary's website with their usual login details. Then, they should follow the instructions appearing on the screen to access the VOTACCESS website and request an admission card. The VOTACCESS website will open beginning on April 22, 2026. In all cases, online admission card requests must be made no later than the day preceding the Meeting, i.e. May 20, 2026 at 3 p.m. (Paris time), in order to be taken into account. In order to prevent overloading of the VOTACCESS website, it is recommended that shareholders not wait until the day preceding the Meeting to request an admission card. Request of an admission card by post: Registered shareholders should fill in the Single voting form, attached to the convening notice they will receive, specifying that they wish to attend the Meeting and obtain an admission card and then send it back dated and signed, using the enclosed prepaid envelope. Holders of bearer shares must ask the approved intermediary responsible for their share account that an admission card be sent to them. Requests for admission cards by post should be received by Uptevia, no later than three days before the Meeting, according to the modalities indicated above. Shareholders who have not received their admission card within the two business days preceding the Meeting are invited to: For registered shareholders, to present themselves on the day of the Meeting, directly at the counters specifically set aside for this purpose, with proof of identity; For holders of bearer shares, to present themselves on the day of the Meeting with their certificate of participation, obtained from the approved intermediary and dated no later than May 14, 2026, 0:00 am (Paris time). Shareholders not attending the Meeting in person may vote by correspondence or be represented by granting a proxy to the Chairman of the Meeting, or to any individual or legal entity of their choice pursuant to statutory and regulatory conditions and the following procedures: Voting by correspondence or proxy electronically For holders of pure registered shares: they should log on to their Shareholder Space at https://www.investors.uptevia.com/ using their usual access codes and, once logged on, follow the onscreen instructions to access the VOTACCESS voting site and vote or appoint or revoke a proxy. For holders of administered registered shares: they must log on to the VoteAG website at https://www.voteag.com/ using the temporary codes provided on the Single voting form or on the electronic convening notice. Once on the site's home page, they must follow the on-screen instructions to access the VOTACCESS site and vote or appoint or revoke a proxy. For holders of bearer shares : the shareholders are responsible for establishing whether their financial intermediary is connected to the VOTACCESS website and, if so, whether such access is subject to specific conditions or terms of use. If the shareholders' financial intermediary is connected to the VOTACCESS website, they must log on to their approved intermediary's website with their usual login details. Then, they should follow the instructions appearing on the screen to access the VOTACCESS website and vote or appoint or revoke a proxy. If the shareholder's approved intermediary is not connected to the VOTACCESS website, it is specified that the notification of the appointment or revocation of a proxy may also be performed by electronic means pursuant to the provisions of Article R.22-10-24 of the French Commercial Code, by sending an email to the following address: [email protected] . This email must include a scanned copy of the duly completed and signed Single voting form as an attachment. Holders of bearer shares must also attach the certificate of participation issued by their approved intermediary. Only notifications of appointment or revocation of proxies duly signed, completed, received and confirmed by the day preceding the Meeting, i.e., by on May 20, 2026, 3 p.m. (Paris time), will be taken into account. The VOTACCESS website will open beginning on April 22, 2026. The possibility to vote online before the Shareholders' Meeting will end the day preceding the Meeting, i.e. May 20, 2026 at 3 p.m. (Paris time). 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. Voting by correspondence or by proxy by post For registered shareholders : complete the Single voting form, enclosed with the notice of meeting, and return it, dated and signed, using the prepaid envelope enclosed with the convening notice. For holders of bearer shares : they should request the Single voting form from their financial intermediary, who manages their share account, and return it to them, dated and signed. This intermediary will forward it to Uptevia, together with a certificate of participation. To be taken into account, single voting forms by post must be received by Uptevia at least three days before the Meeting, i.e. by May 18, 2026 at the latest, in accordance with the above-mentioned conditions. It is specified that, for any proxy without indication of a proxy name, the Chairman of the Meeting will vote in favor of the adoption of the draft resolutions presented and/or approved by the Board of Directors, and against all other draft resolutions. Single voting forms are automatically sent by post to shareholders with direct registered or administered accounts. For holders of bearer shares, Single voting forms will be sent by Uptevia - Service Assemblées Générales - Cœur Défense, 90-110 Esplanade du Général de Gaulle - 92931 Paris la Défense Cedex, France no later than six days before the date of the meeting. Shareholders may also download the single correspondence or proxy voting form that will be made available on the Company's website ( http://www.tp.com ) no later than April 30, 2026. It is hereby specified that any shareholder who has already expressed his/her vote, sent a proxy or requested an admission card or a certificate of participation (Article R.22-10-28 of the French Commercial Code): may no longer opt for another form of participating in the Meeting; may sell all or part of their shares. However, if the transfer of ownership occurs before Thursday May 14, 2026 0:00 a.m. (Paris time), the Company consequently invalids or amends, as appropriate, the remotely exercised vote, the proxy, the admission card or the certificate of participation. For this purpose, the authorized intermediary holding the account shall notify the Company or the shareholders' agent of said transfer of ownership and inform the shareholder as required. No transfer of ownership completed after Thursday May 14, 2026 0:00 a.m. (Paris time), regardless of the method used, shall be notified by the approved intermediary or recorded by the Company, notwithstanding any agreement to the contrary. Written questions Pursuant to Articles L. 225-108 and R.225-84 of the French Commercial Code, as from the date when the preparatory documents were made available to shareholders and no later than on the fourth business day preceding the date of the Shareholders' Meeting, i.e. May 15, 2026, shareholders seeking to ask written questions must send their questions to Teleperformance SE, Chairman of the Board of Directors, 21-25 rue Balzac, 75008 Paris, France, by registered mail with proof of delivery or by sending an email to the following address: [email protected] . To be recorded, said questions must be accompanied by a certificate of account registration. Pursuant to applicable law, a combined response may be given to questions presenting the same content. Consultation of documents made available to shareholders Pursuant to applicable legal and regulatory provisions, all documents that must be made available to shareholders in relation to shareholders' meetings, shall be available at the registered office of Teleperformance SE at 21-25 Rue Balzac, 75008 Paris, France, as from the date of the Meeting notice date and, for documents required under Article R.22-10-23 of the French Commercial Code (including the text of resolutions proposed by the Board of Directors to the shareholders' meeting), on the Company's website at the following address: http://www.tp.com , section "General meetings", no later than the twenty-first day preceding the Meeting, i.e. April 30, 2026 or sent upon request addressed to Uptevia. Audiovisual broadcast In accordance with Articles L. 22-10-38-1 and R.22-10-29-1 of the French Commercial Code, the Meeting will be broadcast live, in its entirety, via the following link: https://www.tp.com section "General meetings". A recording of the Meeting will be available for consultation on the Company's website no later than seven (7) working days after the date of the Meeting, and for at least two years from the date it is placed online. The Board of Directors
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