Business
Teleperformance : Preliminary notice published in the BALO of March 23, 2026 (1 tpse preliminary notice agm 26 05 21)
Teleperformance : Preliminary notice published in the BALO of March 23, 2026 (1 tpse preliminary 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 Preliminary Notice to the Shareholders' Meeting The Shareholders of the Company are informed that they 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 and proposed resolutions: 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. PROPOSED RESOLUTIONS As an ordinary shareholders meeting: First resolution - Approval of the statutory financial statements for the year ended December 31, 2025 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, having considered the reports of the Board of Directors and of the statutory auditors for the year ended December 31, 2025, approves the statutory financial statements set at that date as presented to them, which show a profit of €1,586,974,586.49 as well as the transactions recorded in said financial statements and summarized in said reports. Second resolution - Approval of the consolidated financial statements for the year ended December 31, 2025 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, having considered the reports of the Board of Directors and of the statutory auditors on the consolidated financial statements for the year ended December 31, 2025, approves said financial statements set at that date as presented to them, which show a profit (Group share) of €497 million, as well as the transactions recorded in said financial statements and summarized in said reports. Third resolution - Appropriation of 2025 results - Determination of dividend amount and payment date The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, hereby resolves, upon proposal of the Board of Directors, to appropriate the profit for the financial year ended December 31, 2025, as follows: Origin Profit for the year: €1,586,974,586.49 Plus Retained Earnings, i.e. : €1,407,989,813.97 Representing a distributable profit of: €2,994,964,400.46 Allocation Distributed to the shareholders by way of dividends for: €269,434,642.50 Allocated to the "Retained Earnings" account for: €2,725,529,757.96 The "Retained Earnings" account is thus increased to: €2,725,529,757.96 The Shareholders' Meeting notes that the gross dividend per share is set at €4.50. When paid to individuals having their tax residence in France, the dividend is subject either to a single flat-rate levy on the gross dividend at a flat rate of 12.8% (Article 200 A of the French General Tax Code), or, at the taxpayer's express, irrevocable and global option, to an income tax on a progressive scale after, in particular, a 40% tax credit (Articles 200 A, 13 and 158 of the French General Tax Code). The dividend is also subject to social security contributions at a rate of 18.6%. The ex-dividend date is set on May 26, 2026 and this dividend would be paid on May 28, 2026. In the event of a difference in the number of shares entitled to dividends compared to the 59,874,365 shares comprising the share capital as of February 26, 2026, the total dividend amount would be adjusted accordingly and the amount appropriated to the "Retained Earnings" account will be calculated on the basis of dividends actually paid out. Pursuant to Article 243 bis of the French General Tax Code, the Shareholders' Meeting acknowledges that the following dividends and incomes were distributed in respect of the previous three financial years: FINANCIAL YEAR INCOME ELIGIBLE FOR DEDUCTION INCOME NOT ELIGIBLE FOR DEDUCTION DIVIDENDS OTHER INCOME DISTRIBUTED 2022 €227,615,241.70 *, i.e., €3.85 per share - - 2023 €244,255,757.90 *, i.e., €3.85 per share - - 2024 €251,472,333.00 *, i.e., €4.20 per share - - * Including the amount of unpaid dividends corresponding to treasury shares allocated to Retained Earnings. Fourth resolution - 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 The Shareholders' Meeting, having met quorum and majority requirements for ordinary shareholders' meetings, having considered the special report of the statutory auditors on regulated agreements and commitments, hereby fully acknowledges the absence of regulated agreements entered into or authorized during the 2025 financial year as referred to in Articles L.225-38 of the French Commercial Code. Fifth resolution - Approval of the regulated agreement entered into between Teleperformance SE and Mr. Jorge AMAR The shareholders' meeting, having met quorum and majority requirements for ordinary shareholders' meetings, having considered the report of the board of directors and the special report of the statutory auditors on regulated agreements set forth by articles L. 225-38 et seq. of the French Commercial Code as presented to them, approves the regulated agreement authorized by the Board of Directors of February 26, 2026, entered into between Teleperformance SE and Mr. Jorge AMAR mentioned in said special report. Sixth resolution - 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 directors and executive officers The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-34 I of the French Commercial Code, approves the information referred to in article L. 22-10-9 I of the French Commercial Code for all of the Company's directors and executive officers, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1 and 4.2.2. Seventh resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, acknowledges and approves, where necessary, the absence (i) of any remuneration element (fixed, variable or exceptional) and (ii) of any benefit of all kind paid in the 2025 financial year or granted in connection with the 2025 financial year, to Mr. Moulay Hafid ELALAMY, in respect of his term of office as Chairman of the Board of Directors, in accordance with the indications mentioned in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1 and 4.2.2.1. Eighth resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, approves 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 connection with the 2025 financial year, to Mr. Daniel JULIEN, Chief Executive Officer, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.2.2.1 and 4.2.2.2.2 A. Ninth resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, approves 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 connection with the 2025 financial year, to Mr. Thomas MACKENBROCK, Deputy Chief Executive Officer, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.2.2.1 and 4.2.2.2.2 B. Tenth resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, approves 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 connection with the 2025 financial year, to Mr. Olivier RIGAUDY, Deputy Chief Executive Officer in charge of finance, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.2.2.1 and 4.2.2.2.2 C. Eleventh resolution - Approval of the remuneration policy for Directors The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for Directors as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.2. Twelfth resolution - Approval of the remuneration policy for the Chairman of the Board of Directors The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for the Chairman of the Board of Directors, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.3. Thirteenth resolution - Approval of the remuneration policy for the Chief Executive Officer from January 1, 2026 to March 15, 2026 inclusive The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for the Chief Executive Officer applicable from January 1, 2026 to March 15, 2026 inclusive, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.4. Fourteenth resolution - Approval of the remuneration policy for the Chief Executive Officer starting March 16, 2026 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for the Chief Executive Officer applicable starting March 16, 2026, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.4. Fifteenth resolution - Approval of the remuneration policy for the Deputy Chief Executive Officer The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for the Deputy Chief Executive Officer, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.5. Sixteenth resolution - Approval of the remuneration policy for the Deputy Chief Executive Officer in charge of finance The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy for the Deputy Chief Executive Officer in charge of finance, as presented in the corporate governance report included in the Universal Registration Document for the year ended December 31, 2025, Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.6. Seventeenth resolution - Ratification of the provisional appointment of Ms. Ingrid JOHNSON as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, ratifies the appointment provisionally made by the Board of Directors at its meeting of February 26, 2026, of Ms. Ingrid JOHNSON as a director, in replacement of Ms. Angela Maria SIERRA-MORENO due to her resignation. Consequently, Ms. Ingrid JOHNSON will hold office for the remainder of her predecessor's term, i.e. until the close of this Shareholders' Meeting. Eighteenth resolution - Renewal of the term of office of Ms. Ingrid JOHNSON as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, noting that the term of office of Ms. Ingrid JOHNSON as a director expires on the date hereof, decides to renew her term of office for a three-year term, which will expire at the close of the Shareholders' Meeting to be held in 2029 to approve the financial statements for the previous financial year. Nineteenth resolution - Ratification of the provisional appointment of Ms. Hanadi Nasser K. A. AL-THANI as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, ratifies the appointment provisionally made by the Board of Directors at its meeting of February 26, 2026, of Ms. Hanadi Nasser K. A. AL-THANI as a director, in replacement of Ms. Christobel SELECKY due to her resignation. Consequently, Ms. Hanadi Nasser K.A. AL-THANI will hold office for the remainder of her predecessor's term, i.e. until the close of this Shareholders' Meeting. Twentieth resolution - Renewal of the term of office of Ms. Hanadi Nasser K. A. AL-THANI as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, noting that the term of office of Ms. Hanadi Nasser K. A. AL-THANI as a director expires on the date hereof, decides to renew her term of office for a three-year term, which will expire at the close of the Shareholders' Meeting to be held in 2029 to approve the financial statements for the previous financial year. Twenty-first resolution - Ratification of the provisional appointment of Mr. Thomas MACKENBROCK as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, ratifies the appointment provisionally made by the Board of Directors at its meeting of February 26, 2026, of Mr. Thomas MACKENBROCK as a director, in replacement of Mr. Alain BOULET due to his resignation. Consequently, Mr. Thomas MACKENBROCK will hold office for the remainder of his predecessor's term, i.e. until the close of this Shareholders' Meeting. Twenty-second resolution - Renewal of the term of office of Mr. Thomas MACKENBROCK as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, noting that the term of office of Mr. Thomas MACKENBROCK as a director expires on the date hereof, decides to renew his term of office for a three-year term, which will expire at the close of the Shareholders' Meeting to be held in 2029 to approve the financial statements for the previous financial year. Twenty-third resolution - Appointment of Mr. Moulay M Hamed ELALAMY, as a director, to replace Mr. Varun BERY The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, resolves to appoint Mr. Moulay M Hamed ELALAMY as a director, to replace Mr. Varun BERY whose term of office is due to expire, for a three-year term, which will expire at the close of the Shareholders' Meeting to be held in 2029 to approve the financial statements for the previous financial year. Twenty-fourth resolution - Ratification of the provisional appointment of Mr. Jorge AMAR as a director The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, ratifies the appointment provisionally made by the Board of Directors at its meeting of February 26, 2026, of Mr. Jorge AMAR as a director, in replacement of Mr. Daniel JULIEN due to his resignation. Consequently, Mr. Jorge AMAR will hold office for the remainder of his predecessor's term, i.e. until the close of the Shareholders' Meeting to be held in 2027 to approve the financial statements for the previous financial year. Twenty-fifth resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, and having considered the report of the Board of Directors, authorizes the latter, with the ability to further delegate, for a period of 18 months, pursuant to the provisions of Articles L.22-10-62 et seq. and L. 225-210 et seq. of the French Commercial Code, to purchase Company shares, on one or more occasions, at such times as it shall determine, within the limit of 10% of the number of shares comprising the share capital as of the day of the present meeting, adjusted, where applicable, to take account of any capital increases or reductions carried out during the repurchase program. This authorization cancels and supersedes the authorization granted to the Board of Directors by the Shareholders' Meeting held on May 21, 2025 in its 22 nd ordinary resolution. Repurchases may be carried out for the purposes of: − stimulating the secondary market or ensuring the liquidity of the Teleperformance SE share through the intermediary of an investment service provider under a liquidity contract in compliance with practices permitted by the regulations, it being specified that, in this context, the number of shares taken into account for the calculation of the abovementioned limit shall correspond to the number of shares bought, after deduction of the number of shares resold, − retaining the purchased shares and subsequently delivering them as consideration of an exchange or as payment in connection with potential mergers, demergers, contributions or acquisitions; it being specified that shares purchased in connection with potential mergers, demergers, contributions for this purpose cannot exceed 5% of the Company's share capital, − ensuring the coverage of stock option plans and/or performance share plans (or similar plans) in favor of Group employees and/or corporate officers, including economic interests groups and affiliated companies, as well as all share allocations under Company or Group savings plans (or similar plans) and profit-sharing schemes and/or all other forms of share allocation to Group employees and/ or corporate officers, including economic interests groups and affiliated companies, − ensuring the coverage of securities giving rights to the allotment of Company shares pursuant to the regulations in force, − possibly cancelling the repurchased shares, pursuant to the authorization granted or to be granted by the extraordinary shareholders' meeting, and − implement, in general, any market practice that may be approved by the Autorité des Marchés Financiers (French Markets Authority), and more generally, carrying out any other transactions permitted under current regulations. These purchases may be carried out by any means, including by means of acquisition of blocks of shares, and at such times as the Board of Directors shall determine. The Company reserves the right to use options or derivative instruments, subject to applicable regulations. The Board of Directors shall not, unless previously authorized by the Shareholders' Meeting, use this authorization during a period of a public offering initiated by a third party on the Company's shares, and until the end of the period of public offering. The maximum purchase price is set at €200 per share. In the event of equity transactions, including stock splits, reverse stock splits and allocation of shares under no consideration to shareholders, the aforementioned amount will be adjusted in the same proportions (multiplier equal to the ratio between the number of shares comprising the share capital before the transaction and said number of shares after the transaction). The maximum amount of the transaction is set at €1,197,487,200. The Shareholders' Meeting hereby grants all powers to the Board of Directors, with the ability to further delegate, to carry out these transactions, to set the terms and conditions thereof, to carry out, where applicable, any adjustments related to transactions involving the Company's share capital, to enter into any agreements and to complete all formalities and, generally, to do all that is required for the implementation of the present authorization. As an extraordinary shareholders' meeting: Twenty-sixth resolution - 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 The Shareholders' Meeting, having met the quorum and majority requirements for extraordinary shareholders' meetings and having considered the report of the Board of Directors, resolves: to provide for the possibility to use the written consultation of the members of the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code, consequently to add a ninth and last paragraph to Article 16 of the Articles of Association as follows, the rest of the article remaining unchanged: Former wording New wording (…) (…) At the initiative of the Chairman of the Board, the Board of Directors may also take decisions by written consultation of the directors. In this case, the directors are asked, at the request of the Chairman of the Board, to vote by any written means, including electronically, on the decision or decisions sent to them, within four working days of the request being sent or any other shorter period set by the Chairman if the context or nature of the decision so requires. Any director has one working day from the date of dispatch to object to the use of written consultation. In the event of an objection, the Chairman shall immediately inform the other directors and convene a Board meeting. If they have not responded in writing to the Chairman of the Board to the written consultation within the aforementioned period and in accordance with the terms set out in the request, the directors shall be deemed to be absent and not to have participated in the decision. The decision may only be adopted if at least half of the directors have participated in the written consultation and by a majority of the directors participating in that consultation. The Chairman of the Board is deemed to chair the written consultation and therefore has a casting vote in the event of a tie. The internal regulations specify the other terms and conditions of the written consultation not defined by the legal and regulatory provisions in force or by these articles of association. Twenty-seventh resolution - Update of Article 25.1 of the Articles of Association with the provisions of Article R. 22-10-28 of the French Commercial Code The Shareholders' Meeting, having met the quorum and majority requirements for extraordinary shareholders' meetings and having considered the report of the Board of Directors, resolves: to update Article 25.1 of the Articles of association with the provisions of Article R. 22-10-28 of the French Commercial Code, consequently to amend the first paragraph of Article 25.1 of the Articles of Association as follows, the rest of the article remaining unchanged: Former wording New wording Article 25 - ATTENDING OR REPRESENTATION AT GENERAL MEETINGS - DOUBLE VOTING RIGHT 1. Any shareholder is entitled to take part in general meetings and the deliberations either personally or through a proxy, regardless of the number of shares held, so long as the shares are paid up of all due payments and have been registered in an account in Article 25 - ATTENDING OR REPRESENTATION AT GENERAL MEETINGS - DOUBLE VOTING RIGHT 1. Any shareholder is entitled to take part in general meetings and the deliberations either personally or through a proxy, regardless of the number of shares held, so long as the shares are paid up of all due payments and have been the shareholder's name or in the name of the intermediary registered on his/her behalf pursuant to the seventh paragraph of Article L.288-1 of the French Commercial Code, as at midnight (Paris time) on the second business day preceding the meeting, either in the registered securities accounts held by the Company or in the bearer securities accounts held by the authorized intermediary. (…) registered in an account in the shareholder's name or in the name of the intermediary registered on his/her behalf pursuant to the seventh paragraph of Article L.288-1 of the French Commercial Code, as at midnight (Paris time) on the second business day preceding the meeting in the conditions set forth by the legal and regulatory provisions applicable, either in the registered securities accounts held by the Company or in the bearer securities accounts held by the authorized intermediary. (…) As an ordinary shareholders meeting: Twenty-eighth resolution - Powers for formalities The Shareholders' Meeting hereby grants full powers to the holder of an original, copy or extract of these minutes in order to carry out all filing and publication formalities required by law. 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. Requests for inclusion of points or proposed resolutions, Requests by shareholders to include points or proposed resolutions in the Shareholders' Meeting agenda that meet the conditions specified under Articles R.225-71 and R.225-73 of the French Commercial Code, should be sent to the registered office at the following address: 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] so that as to be received by the twenty-fifth day preceding the date of the Shareholders' Meeting, i.e., April 26, 2026, and no requests should be sent more than twenty days after the date of the present notice, i.e. April 5, 2026. Requests must be accompanied by an account registration certificate providing proof that, as of the request date, the shareholder holds or represents a proportion of the share capital required pursuant to Article R.225-71 of the French Commercial Code, as mentioned above. Reasons for the request to include points must be provided. Requests to include proposed resolutions in the agenda must be accompanied by the proposed resolution's content together with a brief statement of the reasons and any information required in accordance with paragraph 5, Article R.225-83 of the French Commercial Code if the proposed resolution relates to the appointment of a potential member of the Board of Directors. Review of points and proposed resolutions shall be subject to the transmission of a new certificate of registration in the investment account by the fifth business day preceding the Meeting, at 0:00 a.m. (Paris time). The text of proposed resolutions submitted by shareholders and the list of points added to the agenda at their request shall be promptly made available online, on the Company's website ( http://www.tp.com ), in accordance with Article R.22-10-23 of the French Commercial Code. 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
View stock analysis, news, and events for Teleperformance Se