Teleperformance : Report of the Board of directors on the agenda and proposed resolutions (tpse agm 260521 rapport du ca en vd)

About this update from Teleperformance Se

TELEPERFORMANCE SE European Company with a share capital of €149,685,912.50 Registered office: 21-25, rue Balzac, 75008 Paris, France 301 292 702 R.C.S. Paris ‌Report of the Board of Directors on the agenda and proposed resolutions submitted to the Combined Shareholders' Meeting to be held on May 21, 2026 Madam, Sir, dear Shareholders, We have convened you to a Combined Shareholders' Meeting to be held on May 21, 2026 to submit for your approval the following proposed resolutions. ‌Approval of the financial statements for the year ended December 31, 2025 ‌(1 st and 2 nd ordinary resolutions) The first two items on the agenda relate to the approval of the statutory (1 st resolution) and consolidated (2 nd resolution) financial statements for the year ending December 31, 2025, and of the reports of the Board of Directors and statutory auditors on those statements. The statutory financial statements of Teleperformance SE show a net profit of €1,586,974,586.49. The consolidated financial statements show a profit (Group share) of €497 million. Pursuant to Article 223 quater of the French General Tax Code, the total amount of expenses and charges, as referred to in paragraph 4 Article 39 of the French General Tax Code, amounted to €16,060 for the year ended December 31, 2025, and that the related tax charge incurred amounted to €4,015. The statutory auditors' reports on the statutory and consolidated financial statements are included in sections 5.2.5 and 5.1.7 respectively of the 2025 Universal Registration Document. ‌Appropriation of the 2025 results- Determination of the dividend and its payment date ‌(3 rd ordinary resolution) The Board of Directors determined the appropriation of the 2025 results and decided to propose to the Shareholders' Meeting of May 21, 2026, to set and approve a gross dividend for 2025 at €4.50 per share. If approved, this dividend would represent an overall distribution of €269,434,642.50 based on the 59,874,365 shares comprising the share capital as of February 26, 2026. It is thus proposed, under the 3 rd resolution, to appropriate the profit for the year 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 then brought to: €2,725,529,757.96 The ex-dividend date for the dividend would be May 26, 2026 and the payment would be made starting 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 would be calculated on the basis of dividends actually paid out. 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%. Pursuant to Article 243 bis of the French General Tax Code, it is hereby reminded that the following dividends and incomes were distributed over the three previous financial years: For financial year Income eligible for tax deduction Income not eligible to tax 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 the unpaid dividends corresponding to treasury shares allocated to "Retained Earnings". ‌Special report of the statutory auditors on regulated related-party agreements and approval of a new regulated related-party agreement‌ (4 th and 5 th ordinary resolutions) The Board of Directors has communicated to the Statutory Auditors the list of agreements falling within the scope of Articles L.225-38 et seq. of the French Commercial Code, that were authorized and concluded during the financial year 2025, as well as those entered into prior to financial year 2025 and still in force during said year. These agreements were subject to an annual review by the Board of Directors at its meeting held on February 26, 2026. There were no new agreements entered into in 2025. At its meeting held on February 26, 2026, the Board of Directors authorized since then the conclusion of a regulated non-compete agreement between the Company and Mr. Jorge Amar, Chief Executive Officer of Teleperformance SE appointed on February 26, 2026, effective March 16, 2026. This agreement was signed dated March 6, 2026. It serves the interests of the Company and the Group, notably by ensuring the protection of the Group's legitimate interests and those of all its stakeholders (employees, clients, partners, shareholders, etc.). The agreement binds Mr. Jorge Amar to a non-compete and non-solicitation undertaking of a 2-year term following the end of his executive functions within the TP Group. This undertaking is compensated by an indemnity equivalent to 2 years of annual (fixed and variable) remuneration received by Mr. Jorge Amar during the year preceding the one of departure from the Group (over 12 months). The Board of Directors can, however, upon departure of the person concerned, decide to waive this non-compete undertaking, in whole (in which case no indemnity will be owed) or partially (in which case the indemnity will be reduced pro rata temporis ). Under the terms of this undertaking, he is bound by confidentiality, non-compete and non-poaching obligations. As such, he is prohibited, for a period of two years, in all the countries in which the Group operates at the time of the effective date of departure, directly or indirectly, from collaborating or participating in any way whatsoever (in particular as an employee, executive or non-executive officer, director, consultant, etc.), to an activity and/or a company competing with those of the Group. In addition, he is prohibited from soliciting, directly or indirectly, the Group's senior managers during this same period. This regulated agreement is described in section 4.2.3.4 of the 2025 Universal Registration Document and the special report of the statutory auditors on regulated agreements included in Section 4.3.7 of the 2025 Universal Registration Document. It is therefore proposed, under the 4 th resolution, to acknowledge that no new regulated agreement was entered into or authorized in 2025 and under the 5 th resolution to approve the new regulated agreement authorized and entered into between Mr. Jorge Amar and the Company in 2026. ‌Approval of the remuneration elements paid or granted to directors and corporate officers ‌(6 th to 16 th ordinary resolutions) Chapter 4 of the 2025 Universal Registration Document constitutes the Corporate Governance Report for 2025 (the "2025 CGR"). Section 4.2 of the 2025 CGR comprises a precise description of the principles and implementation of the remuneration policy applicable to the directors and executive officers (mandataires sociaux) . The present section IV reproduces, for the needs of resolutions 6 to 16, excerpts of said section 4.2. It is referred to the 2025 CGR for an overall reading of this section dedicated to the remuneration of directors and executive officers. The remuneration elements and policy thus submitted for shareholders' approval have been determined on the basis of the principles and rules for determination of remuneration granted to Group executives and senior managers and the specific principles applicable to certain functions, which form part of the remuneration policy for directors and executive officers of Teleperformance SE (see section 4.2.1 of the 2025 CGR). It is reminded that the shareholders' meeting held on May 21, 2025 approved all resolutions related to the 2024 remuneration elements (6 th to 11 th resolutions) as well as the remuneration policy for 2025 (12 th to 16 th resolutions) 1 . It is reminded that by press release dated February 26, 2026, your Company announced the evolution of its governance. In this context, the Board of Directors, at its meeting held on February 26, 2026, resolved to, particularly: take note of the decision of Mr. Daniel Julien to resign from his offices of director and Chief Executive Officer of the Company, effective March 15, 2026; take note of the decisions of Messrs. Thomas Mackenbrock and Olivier Rigaudy to resign from their respective offices of deputy chief executive officers of the Company also effective on March 15, 2026; appoint Mr. Jorge Amar as Chief Executive Officer of the Company, in replacement of Mr. Daniel Julien, effective on March 16, 2026. In this context, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, applied and renewed for 2026 the remuneration policy approved by the shareholders' meeting of May 21, 2025 to set the financial conditions of the termination of the offices of Messrs. Daniel Julien, Thomas Mackenbrock and Olivier Rigaudy, as well as the remuneration elements granted to Mr. Jorge Amar. ‌Approval of the information on the implementation of the remuneration policy in connection with financial year 2025 and of the elements comprising the total remuneration and benefits of all kind paid during or granted in connection with 2025 - Ex-post votes (6 th to 10 th ordinary resolutions) In accordance with legal and regulatory provisions, 5 resolutions are proposed to your vote under the so-called ex-post votes of shareholders: the "global ex-post" vote relating to the information referred to in paragraph I of Article L.22-10-9 of the French Commercial Code, for each of the corporate officers (directors and executive officers) in respect of financial year ended December 31, 2025 (6 th resolution); the "individual ex- post" votes: a resolution aiming at acknowledging and approving, to the extent necessary, the absence of any remuneration or benefit in kind due or paid in 2025 to Mr. Moulay Hafid Elalamy, Chairman of the Board of Directors (7 th resolution); a resolution relating to the remuneration elements paid during or granted in connection with financial year 2025 in accordance with the principles and criteria approved by the shareholders' meeting held on May 21, 2025 to Mr. Daniel Julien, Chief Executive Officer (8 th resolution); resolutions relating to the remuneration elements paid during or granted in connection with financial year 2025 in accordance with the principles and criteria approved by the shareholders' meeting held on May 21, 2025 to Mr. Thomas Mackenbrock, Deputy Chief Executive Officer (9 th resolution) and to Mr. Olivier Rigaudy, Deputy Chief Executive Officer in charge of finance (10 th resolution). ‌1 Remuneration policy approved by the Shareholders' Meeting of May 21, 2025 ( https://www.tp.com/media/pkuaifn3/ag-2025_politique-de- r%C3%A9mun%C3%A9ration-en.pdf) and voting results ( https://www.tp.com/media/zjqbwojv/tp-se-agm-21-mai-2025-resultats-va.pdf ). The principles and criteria for determining, allocating and granting the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kind due to corporate officers in respect of their term of office in 2025, were favorably voted by the shareholders' meeting held on May 21, 2025: the remuneration policy applicable to the directors (12 th resolution) was approved at 98.33%; the remuneration policy applicable to the Chairman of the Board of Directors (13 th resolution) was approved at 99.86%; the remuneration policy applicable to the Chief Executive Officer (14 th resolution) was approved at 84.26%; the remuneration policy applicable to the Deputy Chief Executive Officer (15 th resolution) was approved at 95.29%; the remuneration policy applicable to the Deputy Chief Executive Officer in charge of finance (16 th resolution) was approved at 95.23%. Global ex-post vote: implementation of the remuneration policy for directors and executive officers Pursuant to the terms of the 6 th resolution, in accordance with the provisions of Article L.22-10-34 I of the French Commercial Code, it is proposed that your Shareholders' Meeting approves the information referred to in paragraph I of Article L.22-10-9 of the French Commercial Code for all directors and executive officers. This information is presented in section 4.2.2 of the 2025 CGR (to be read in conjunction with the general principles for determination described in section 4.2.1 of the 2025 CGR). It describes, in a clear and comprehensive manner, the remuneration elements paid during or granted in connection with 2025, for each corporate officer, namely (i) the directors, including the absence of remuneration of Mr. Moulay Hafid Elalamy, Chairman of the Board (section 4.2.2.1 of the 2025 CGR), (ii) Mr. Daniel Julien, Chief Executive Officer (sections 4.2.2.2.1, 4.2.2.2.2.A, 4.2.2.3 and 4.2.2.4 of the 2025 CGR), (iii) Mr. Thomas Mackenbrock, Deputy Chief Executive Officer (sections 4.2.2.2.1, 4.2.2.2.2.B, 4.2.2.3 and 4.2.2.4 of the 2025 CGR) and (iv) Mr. Olivier Rigaudy, Deputy Chief Executive Officer in charge of finance (sections 4.2.2.2.1, 4.2.2.2.2.C, 4.2.2.3 and 4.2.2.4 of the 2025 CGR). The entirety of sections 4.2.1 and 4.2.2 of the 2025 CGR thus accounts for the implementation in 2025 of the remuneration policy applicable to directors and executive officers of the Company. Resolution proposed to acknowledge and approve, to the extent necessary, the absence of remuneration paid or due in respect of 2025 to Mr. Moulay Hafid Elalamy, Chairman of the Board of Directors As disclosed in section 4.2.2.1 of the 2025 CGR, it is specified that Mr. Moulay Hafid Elalamy has waived any remuneration in respect of his terms of office as a director, member of a committee and Chairman of the Board of Directors. As a consequence, the Board did not decide for a remuneration for his role as Chairman of the Board. Pursuant to the terms of the 7 th resolution, it is proposed to your meeting to acknowledge and approve, to the extent necessary, the absence of any remuneration (fixed, variable or exceptional) or benefits in kind paid during 2025 or granted in respect of 2025 to Mr. Moulay Hafid Elalamy, Chairman of the Board of Directors. Ex-post vote on the remuneration elements paid or granted in respect of financial year 2025 to Mr. Daniel Julien, Chief Executive Officer Under the terms of the 8 th resolution, it is proposed to your Shareholders' Meeting to vote in favor of the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kind paid during or granted in connection with financial year ended December 31, 2025 to Mr. Daniel Julien, Chief Executive Officer. They are thoroughly described in section 4.2.2.2.2.A of the 2025 CGR, to which it is referred, and summarized in the table below. In this regard, it is reminded that the shareholders' meeting held on May 21, 2025: approved the total remuneration and benefits of all kind paid during or granted in connection with the 2024 financial year to Mr. Daniel Julien, including the annual variable remuneration due and paid in May 2025 after said meeting (7 th resolution approved at 94.46%); and voted in favor of the remuneration policy of the Chief Executive Officer, pursuant to which the remuneration elements in connection with the 2025 financial year were implemented and set (14 th resolution approved at 84.26%). ‌/ REMUNERATION ELEMENTS PAID DURING OR GRANTED IN RESPECT OF 2025 TO MR. DANIEL JULIEN, CHIEF EXECUTIVE OFFICER Remuneration elements Amounts paid during the financial year ended* Amounts granted in respect of the financial year ended or accounting valuation* Comments Fixed remuneration US$2,625,000, i.e. €2,323,009 US$2,625,000, i.e. €2,323,009 The gross annual fixed remuneration of Mr. Daniel Julien was set by the Board of Directors at US$2,625,000 (unchanged since 2018). The change in the amount thus converted into euros compared with the previous year is due solely to the effect of the exchange rate between the US dollar and the euro. Annual variable remuneration Y - 2 (2024) and Y - 1 (2025) US$1,575,000 i.e. €1,455,638 (amount granted in respect of 2024 and paid in May 2025 (7 th resolution - shareholders' meeting of May 21, 2025)) US$1,050,000 i.e. €929,204 (amount granted in respect of 2025 and to be paid in 2026 subject to and following approval by the shareholders' meeting of May 21, 2026 - 8 th resolution) At its meeting held on February 26, 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, noted the levels of achievement of the performance criteria, as follows: The amount of the 2025 variable remuneration of the Chief Executive Officer has, accordingly, been set at US$1,050,000 i.e., €929,204. The performance criteria and the expected and recorded achievement levels are described in section 4.2.2.2.1 paragraph Annual variable remuneration for 2025 of the 2025 CGR. This annual variable remuneration is coupled with a clawback mechanism. Multi-year variable remuneration in cash n/a n/a None. Exceptional remuneration n/a n/a None. Stock options (SO), performance shares (PS) and other long-term benefits n/a SO = none PS = 50,000 shares (accounting valuation: €3,212,500) - maximum number reduced, pro rata temporis , to 23,698. The Chief Executive Officer does not receive any stock options. The Board of Directors at its meeting held on July 31, 2025, in accordance with the authorization approved by the shareholders' meeting of May 21, 2025 (32 nd resolution) and with the remuneration policy set out in sections 4.2.1 and 4.2.2.2 of the 2025 CGR, decided to grant 50,000 performance shares in respect of 2025, under presence and performance conditions. The performance conditions, measured over three years, are described in section 6.2.6.3 of the 2025 CGR. In connection with the governance evolutions announced on February 26, 2026, the Board of Directors has decided, taking into consideration Mr. Julien's contribution to the Group he founded and his total involvement to ensure a successful transition period until the end of the year, to allow him to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned, including this grant. This decision is in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code. These shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. As or the grant made in 2025, the maximum number of performance shares has then been reduced, prorata temporis , to 23,698 shares. Remuneration granted for directorships n/a n/a None. Benefits in kind US$102,372 i.e. €90,595 US$102,372 i.e. €90,595 The benefits in kind granted to Mr. Daniel Julien comprise the use of a company car, healthcare insurance and provident plan and the matching contribution for 2025 paid under the non-qualified deferred compensation plan described in section 4.2.2.2.2 A paragraph Benefits in kind of the 2025 CGR. with regard to the financial criteria, none of the points were granted; with regard to the extra financial criteria, all of the 40 points were granted. Remuneration elements Amounts paid during the financial year ended* Amounts granted in respect of the financial year ended or accounting valuation* Comments Take-up or termination payments n/a n/a None. Additional pension n/a n/a None. Non-compete compensation n/a n/a As founder of the Group, Mr. Daniel Julien is bound to the Group by a non-compete undertaking entered into in 2006, described in section 4.2.2.2.2 A paragraph Payments relating to a non - compete undertaking of the 2025 CGR. ‌* Remuneration denominated in a foreign currency is converted into euros at the average exchange rate for the year (for 2025: €1 = US$1.130 and for 2024: €1 = US$1.082). It is paid by Teleperformance Group, Inc., US subsidiary, with the Group bearing the social contributions and expenses in this country in accordance with applicable local regulations. Ex-post vote on the remuneration elements paid during or granted in connection with financial year 2025 to Mr. Thomas Mackenbrock, in respect of his office as Deputy Chief Executive Officer Pursuant to the terms of the 9 th resolution, it is proposed to your meeting to vote in favor of the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kind paid during or granted in connection with financial year ended December 31, 2025 to Mr. Thomas Mackenbrock, Deputy Chief Executive Officer. In accordance with the remuneration policy for 2025 approved by the Shareholders' Meeting on May 21, 2025 (15 th resolution approved at 95.29%), the compensation elements due or paid in 2025 to Mr. Thomas Mackenbrock, Deputy Chief Executive Officer, are thoroughly described in section 4.2.2.2.2.B of the 2025 CGR, to which it is referred, and summarized in the table below. It is reminded that his responsibilities were articulated between the positions of Deputy Chief Executive Officer of Teleperformance SE and Managing Director of TP Digital Services Holding GmbH (formerly known as Majorel Holding Deutschland GmbH), a group's German subsidiary. In view of this dual role, based on the remuneration policy for the Deputy Chief Executive officer approved by the shareholders' meeting, the Board of Directors, upon recommendation of the Remuneration and Governance Committee, implemented the applicable compensation policy. For the sake of transparency and completeness, the following information includes all remuneration elements granted and/or paid to Mr. Thomas Mackenbrock, including those in his capacity as managing director of TP Digital Services Holding GmbH. In this regard, it is reminded that the shareholders' meeting held on May 21, 2025: approved the total remuneration and benefits of all kind paid during or granted in connection with the 2024 financial year to Mr. Thomas Mackenbrock, including the annual variable remuneration due and paid in May 2025 after said meeting (10 th resolution approved at 95.22%); and voted in favor of the remuneration policy of the Deputy Chief Executive Officer, pursuant to which the remuneration elements in connection with the 2025 financial year were implemented and set (15 th resolution approved at 95.29%). ‌/ REMUNERATION ELEMENTS PAID DURING OR GRANTED IN RESPECT OF THE 2025 FINANCIAL YEAR TO MR. THOMAS MACKENBROCK, DEPUTY CHIEF EXECUTIVE OFFICER Remuneration elements Amounts paid during the financial year ended Amounts granted in respect of the financial year ended or accounting valuation Comments Fixed remuneration Deputy CEO: €426,000 Managing Deputy CEO: €426,000 Managing Director: The total gross fixed remuneration, for a full year, of Mr. Thomas Mackenbrock was set by the Board of Directors at €1,500,000. Remuneration elements Amounts paid during the financial year ended Amounts granted in respect of the financial year ended or accounting valuation Comments Director: €1,074,000 €1,074,000 Annual variable remuneration Y - 2 (2024) and Y - 1 (2025) Deputy CEO: €106,050 (amount granted in respect of 2024, prorated and paid in May 2025 (10 th resolution -shareholders' meeting of May 21, 2025)) Deputy CEO: €282,800 (amount granted for 2025 and to be paid in 2026 subject to and following approval by the Shareholders' Meeting of May 21, 2026 - 9 th resolution) At its meeting on February 26, 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, noted the levels of achievement of the performance criteria, as follows: The amount of the 2025 variable remuneration of the Deputy Chief Executive Officer was, accordingly, set at €282,800. The performance criteria and the expected and recorded achievement levels are described in section 4.2.2.2.1 paragraph Annual variable remuneration for 2025 of the 2025 CGR. This annual variable remuneration is coupled with a clawback mechanism. Managing Director: €118,950 Managing Director: €317,200 The amount of annual variable remuneration for 2025 was set at €317,200 with respect to the term of office as managing director. At the request of the individual concerned, to ensure consistency, the performance conditions were aligned with those of the Deputy Chief Executive Officer mandate and the rate of 40% was applied. Multi-year variable remuneration in cash n/a n/a None. Exceptional remuneration n/a n/a None. Stock options (SO), performance shares (PS) and other long-term benefits n/a SO = none PS = 32,000 (accounting valuation: €2,056,000) - maximum number reduced, pro rata temporis , to 11,061 The Board of Directors at its meeting held on July 31, 2025, in accordance with the authorization approved by the shareholders' meeting of May 21, 2025 (32 nd resolution) and with the remuneration policy set out in sections 4.2.1 and 4.2.2.2 of the 2025 CGR, decided to grant 32,000 performance shares in respect of 2025, under presence and performance conditions. The performance conditions, measured over three years, are described in section 6.2.6.3 of 2025 CGR. In connection with the governance evolutions announced on February 26, 2026 and taking into account his contribution to the Group, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, decided, in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code, to allow Mr. Thomas Mackenbrock to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned, including this grant. Those shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. Thus, under the 2025 plan, the maximum number of the performance shares that may be acquired has been reduced to 11,601. Remuneration granted for directorships n/a n/a None. Benefits in kind €0 €0 There were no benefits in kind for 2025. Take-up or termination payments n/a n/a None. Additional pension n/a n/a None. Non-compete compensation n/a n/a A non-compete agreement was signed between Teleperformance SE and Mr. Thomas Mackenbrock on September 12, 2024, with effect from October 1, 2024, following the approval of the Board of Directors. This agreement was approved by the Shareholders' Meeting of May 21, 2025. It is described in section under the financial criteria, none of the points were granted; under the extra-financial criteria, all of the 40 points were granted. Remuneration elements Amounts paid during the financial year ended Amounts granted in respect of the financial year ended or accounting valuation Comments 4.2.2.2.2 B paragraph Payments relating to a non-competition undertaking of the 2025 CGR. Ex-post vote on the remuneration elements paid during or granted in connection with financial year 2025 to Mr. Olivier Rigaudy, in respect of his office as Deputy Chief Executive Officer in charge of finance Pursuant to the terms of the 10 th resolution, it is proposed to your meeting to vote in favor of the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kind paid during or granted in connection with financial year ended December 31, 2025 to Mr. Olivier Rigaudy in respect of his mandate as Deputy Chief Executive Officer in charge of finance. They are thoroughly described in section 4.2.2.2.2.C of the 2025 CGR, to which it is referred, and summarized in the table below. In accordance with the Board's principle of transparency, the items granted or paid in 2025 in respect of his employment contract as Group Chief Financial Officer are included in this table, it being reminded that the individual ex-post vote provided for in Article L. 22-10-34 II of the French commercial code is limited to the remuneration related to his corporate office. In this regard, it is reminded that the shareholders' meeting held on May 21, 2025: approved the total remuneration and benefits of all kind paid during or granted to Mr. Olivier Rigaudy in respect of the 2024 financial year, in respect of his office as Deputy Chief Executive Officer in charge of finance, including the annual variable remuneration due and paid in May 2025 after said meeting (11 th resolution approved at 95.43%); and voted in favor of the remuneration policy for Mr. Rigaudy pursuant to which the remuneration related to his office as Deputy Chief Executive Officer in charge of finance for the 2025 financial year was established (16 th resolution approved at 95.23%). ‌/ REMUNERATION ELEMENTS PAID DURING OR GRANTED IN RESPECT OF THE 2025 FINANCIAL YEAR TO MR. OLIVIER RIGAUDY, DEPUTY CHIEF EXECUTIVE OFFICER IN CHARGE OF FINANCE Remuneration elements Amounts paid during the financial year ended Amounts granted in respect of the financial year ended or accounting valuation Comments Fixed remuneration Office: €140,000 Office: €140,000 Mr. Olivier Rigaudy's gross annual fixed remuneration was set by the Board of Directors at €140,000. Employment contract: €520,000 Employment contract: €520,000 Under his employment contract as Group Chief Financial Officer, Mr. Olivier Rigaudy receives a gross annual fixed remuneration of €520,000 (unchanged since 2017). Annual variable remuneration Y - 2 (2024) and Y - 1 (2025) Office: €264,000 (amount granted for 2024 and paid in May 2025 (11 th resolution - shareholders' meeting of May 21, 2025)) Office: €176,000 (amount granted for 2025 and to be paid in 2026 subject to and following approval by the shareholders' meeting of May 21, 2026 - 10 th resolution) At its meeting held on February 26, 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, noted the levels of achievement of the performance criteria, as follows: The performance criteria and the expected and recorded achievement levels are described in section 4.2.2.2.1 paragraph Annual variable remuneration for 2025 of the 2025 CGR. This annual variable remuneration is coupled with a clawback mechanism. Employment contract: €220,000 Employment contract: €220,000 Under his employment contract as Group Chief Financial Officer, Mr. Olivier Rigaudy receives a maximum gross annual variable remuneration of €220,000, subject to the performance criteria set out in section 4.2.2.2.2.C paragraph Annual variable remuneration of the 2025 CGR. This amount was paid to him in 2025 in respect of the performance of his salaried duties in 2024. This same amount was paid to him at the end of February 2026 in respect of the with regard to the financial criteria, none of the points were granted; with regard to the extra financial criteria, all of the 40 points were granted. The amount of the 2025 annual variable remuneration of the Deputy Chief Executive Officer has, accordingly, been set at €176,000. Remuneration elements Amounts paid during the financial year ended Amounts granted in respect of the financial year ended or accounting valuation Comments performance of his salaried duties in 2025. Multi-year variable remuneration in cash n/a n/a None. Exceptional remuneration n/a n/a None. Stock options (SO), performance shares (PS) and other long-term benefits n/a SO = none PS = 24,000 shares (accounting valuation: €1,542,000)- maximum number reduced, pro rata temporis , to 11,375 The Deputy Chief Executive Officer in charge of finance does not receive any stock options. The Board of Directors at its meeting held on July 31, 2025, in accordance with the authorization approved by the shareholders' meeting of May 21, 2025 (32 nd resolution) and with the remuneration policy set out in sections 4.2.1 and 4.2.2.2 of the 2025 CGR, decided to grant 24,000 performance shares in respect of 2025, under presence and performance conditions. The performance conditions, measured over three years, are described in section 6.2.6.3 of the 2025CGR. In connection with the governance evolutions announced on February 26, 2026 and taking into account Mr. Rigaudy's announcement of his intention to retire by the end of 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, has already decided, in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code and considering Mr. Olivier Rigaudy's seniority and his contribution to the Group, to allow him to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned, including this grant. Those shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. Thus, under the 2025 plan, the maximum number of performance shares that may be acquired has been reduced to 11,375. Remuneration granted for directorships n/a n/a None. Benefits in kind Office: €0 Office: €0 None. Employment contract: €12,480 Employment contract: €12,480 He is entitled to the use of a company car under his employment contract. Take-up or termination payments n/a n/a The Deputy Chief Executive Officer is not granted any payment upon the taking up or termination of his duties in respect of his corporate office. Under his employment contract, he does not benefit from any specific payment or benefit due or to be paid as a result of the termination or modification of his salaried duties. This contract continues to be governed by legal provisions relating to the termination of employment contracts. Additional pension n/a n/a The Deputy Chief Executive Officer does not benefit from any additional or complementary pension scheme. Under his employment contract as Group Chief Financial Officer, he is eligible for the legal pension scheme applicable to employees in France. Non-compete compensation n/a n/a The Deputy Chief Executive Officer, is bound by a non-compete undertaking authorized by the Board of Directors at its meeting held on November 30, 2017, entered into on February 1, 2018 and approved by the shareholders' meeting held on April 20, 2018 (5 th resolution). It is detailed in section 4.2.2.2.2.C paragraph Payments relating to a non-compete undertaking of the 2025 CGR. ‌Remuneration policy of corporate officers for 2026 - Ex-ante votes (11 th to 16 th ordinary resolutions) In accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, the ordinary shareholders' meeting votes on the directors and executive officer's remuneration policy each year and in the event of any material amendment to said policy. Upon proposals of its Remuneration and Governance Committee, the Board of Directors, at its meeting of February 26, 2026, reviewed and set the remuneration policy of corporate officers for 2026. This includes the evolutions brought to Group's governance announced on February 26, 2026. This policy is based on common principles applicable to all officers, renewed for 2026. It is then broken down by function and covers, for executive officers, the evolutions brought to the Group's executive management: i) remuneration principles and elements applicable to directors (section 4.2.3.2 of the 2025 CGR) and the Chairman of the Board (section 4.2.3.3 of the 2025 CGR), ii) remuneration elements applicable to the Chief Executive Officer for the period from January 1 to March 15, 2026 inclusive, then starting March 16, 2026 (section 4.2.3.4 of the 2025 CGR) and iii) remuneration elements applicable to each of the deputy chief executive officers until March 15, 2026 inclusive as well as the principles retained for any potential new appointment to such functions (sections 4.2.3.5 and 4.2.3.6 of the 2025 CGR). Accordingly, it is proposed that the Shareholders' Meeting of May 21, 2026 approves: the principles and elements comprising the remuneration policy applicable to Company directors within the meaning of article R. 22-10-14 of the French Commercial Code in respect of the financial year ending December 31, 2026, as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.2 of the 2025 CGR (11 th resolution); the principles and elements comprising the remuneration policy applicable to the Chairman of the Board of Directors within the meaning of article R. 22-10-14 of the French Commercial Code in respect of the financial year ending December 31, 2026, as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.3 of 2025 CGR (12 th resolution); the principles and elements comprising the remuneration policy applicable to the Chief Executive Officer of the Company from January 1 to March 15, 2026 inclusive within the meaning of article R. 22-10-14 of the French Commercial Code as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.4 of 2025 CGR (13 th resolution); the principles and elements comprising the remuneration policy applicable to the Chief Executive Officer of the Company starting from March 16, 2026 within the meaning of article R. 22-10-14 of the French Commercial Code as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.4 of 2025 CGR (14 th resolution); the principles and elements comprising the remuneration policy applicable to the Deputy Chief Executive Officer of the Company within the meaning of article R. 22-10-14 of the French Commercial Code for the period starting from January 1, 2026 to March 15, 2026 inclusive and more generally for the financial year ending December 31, 2026 as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.5 of 2025 CGR (15 th resolution); the principles and elements comprising the remuneration policy applicable to the Deputy Chief Executive Officer in charge of finance of the Company within the meaning of article R. 22-10-14 of the French Commercial Code for the period starting from January 1, 2026 to March 15, 2026 inclusive and more generally for the financial year ending December 31, 2026 as set out in sections 4.2.1, 4.2.3.1 and 4.2.3.6 of the 2025 CGR (16 th resolution). Guiding principles The guiding principles governing the determination and revision of the remuneration elements granted to directors and executive officers, as described in section 4.2.1 of the 2025 CGR, form part of the remuneration policy applicable for 2026. It is specified and supplemented, for 2026, by the items described in section 4.2.3 of the 2025 CGR. The remuneration policy for 2026 within the meaning of Articles L.22-10-8 and R.22-10-14 of the French Commercial Code, thus results from these two sections. Methodology In drawing up its recommendations for 2026, the Remuneration and Governance Committee considered (i) the approval expressed by the shareholders' meeting over the past years, (ii) the expectations expressed by the shareholders on the remuneration policy, (iii) the fact that the remuneration policies thus voted led to the desired behaviour and performance (iv) the changes made to governance announced on February 26, 2026 and (v) the protection of the Group's interests. For 2026, the Board of Directors therefore renewed the remuneration structures upon recommendations of its Committee and has decided to: set, as part of the governance developments and in accordance with the remuneration policy and the recommendations of the AFEP-MEDEF code, the financial conditions of the termination, as of March 15, 2026 inclusive, of the terms of office of Mr. Daniel Julien, as Chief Executive Officer, and Mr. Thomas Mackenbrock and Mr. Olivier Rigaudy, as deputy chief executive officers as described below (including their annual remuneration for the period going from January 1 to March 15, 2026 inclusive). These financial conditions are strictly compliant with the remuneration policy renewed for 2026 and take into consideration the effective contributions of each of them within the group and the involvement necessary to ensure a successful transition period until the end of the year; set the remuneration elements for Mr. Jorge Amar, Chief Executive Officer as of March 16, 2026; maintain unchanged the principles for establishing the remuneration due or granted to directors; maintain unchanged the breakdown between the fixed and variable parts approved since 2018 for executive directors (both parts representing 50% of total remuneration each); maintain unchanged in 2026 the global maximum amount of fixed and variable remuneration granted to the Chief Executive Officer and, for M. Jorge Amar, the maximum number of performance shares to be granted; maintain, for the period from January 1 to March 15, 2026 inclusive, the remuneration elements as well as the existing structure for the deputy chief executive officers; maintain the possibility to use its discretionary power concerning the implementation of directors and executive officers' remuneration policy in accordance with the remuneration policy approved by the ordinary shareholders' meeting. All these elements for 2026 are in line with the continuity and stability of the remuneration policy. This policy continues ensuring an effective correlation between levels of remuneration and Group's performance, executive officers' motivation and consistency of the remuneration structure. As a consequence, the variable part of the remuneration is subject to the achievement of ambitious objectives linked to the Group's strategy according to performance criteria defined based on the Group's environment, objectives and priorities in social matters. Remuneration policy applicable for 2026 to Directors Pursuant to the terms of the 11 th resolution, it is proposed that you approve the remuneration policy applicable to Directors for 2026, thoroughly described in sections 4.2.1, 4.2.3.1 et 4.2.3.2 of the 2025 CGR. For 2026, the Board of Directors, upon recommendation of the Remuneration and Governance Committee, decided to maintain unchanged the principles for determining the remuneration granted to directors. These principles are as follows: fixed remuneration and variable remuneration paid subject to presence criteria to collegial meetings; a high variable part; specific additional remuneration for membership of a committee; the absence of remuneration, at his request, for the Chairman of the Board of Directors; specific additional remuneration to make allowance for directors based in remote countries; the absence of remuneration in respect of a directorship in the event of remuneration paid under an employment contract or an executive office, current or past, within the Group. Based on these principles, the Board, upon recommendation of the Remuneration and Governance Committee, decided to maintain the allocation rules for the global amount of €1,200,000 for 2026 as follows (gross amounts): each director receives a remuneration comprising an annual fixed remuneration of €27,500 and a variable amount of €6,600 per meeting subject to attendance; members of the Audit, Risk and Compliance Committee receive an annual fixed remuneration of €11,000 (doubled for the Committee Chair) and a variable amount of €5,000 per meeting subject to attendance; members of the Remuneration and Governance Committee, the Sustainability Committee and the AI and Innovation Committee receive an annual fixed remuneration of €8,250 (doubled for the Committee Chair) and a variable amount of €3,900 per meeting subject to attendance; an additional remuneration for attending a Board or Committee meeting of €1,500 for directors traveling from a country within Europe (excluding France) and of €3,500 for directors traveling from a country outside Europe. Remuneration policy applicable for 2026 to the Chairman of the Board of Directors Under the terms of the 12 th resolution, it is proposed that you approve the remuneration policy applicable for 2026 to the Chairman of the Board of Directors, described in sections 4.2.1, 4.2.3.1 et 4.2.3.3 of the 2025 CGR. It is specified that Mr. Moulay Hafid Elalamy has decided to waive any entitlement to any remuneration as a director, committee member and Chairman of the Board of Directors. Remuneration policy applicable for 2026 to the executive officers The remuneration policy for the executive officers for 2026 was set by decision of the Board of Directors at its meeting on February 26, 2026 based on the recommendations of its Remuneration and Governance Committee. It includes the changes to the Group's governance announced on February 26, 2026, as described above. It decided to renew the remuneration elements as they were implemented further to the Shareholders' Meeting of May 21, 2025, in line with the principles detailed in section 4.2.1 of the 2025 CGR. ‌Remuneration policy applicable for 2026 to the Chief Executive Officer from January 1 to March 15, 2026 inclusive Under the terms of the 13 th resolution, it is proposed that you approve the remuneration policy applicable for 2026 to the Chief Executive Officer from January 1 to March 15, 2026 inclusive, thoroughly described in sections 4.2.1, 4.2.3.1 and 4.2.3.4 of the 2025 CGR. This policy for 2026 was set by decision of the Board of Directors at its meeting held on February 26, 2026 upon recommendations of the Remuneration and Governance Committee. ‌/ REMUNERATION ELEMENTS APPLICABLE FOR 2026 TO THE CHIEF EXECUTIVE OFFICER FROM JANUARY 1 TO MARCH 15, 2026 INCLUSIVE Remuneration elements Maximum amounts or number Comments Fixed remuneration US$546,875 The gross annual fixed remuneration of the Chief Executive Officer remains unchanged and is set at US$2,625,000 (identical to the amount set since 2018). The fixed remuneration which is actually due to Mr. Daniel Julien for 2026 was set by applying to this annual amount a pro rata temporis until March 15, 2026 inclusive, last day of his term of office as Chief Executive Officer. It thus amounts to a total gross amount of US$546,875. Annual variable remuneration Max. Amount: US$546,875 The maximum amount of annual variable remuneration of the Chief Executive Officer was set at a gross amount of US$2,625,000. The performance criteria applicable to said variable remuneration are described in section 4.2.3.1 paragraph Criteria for annual variable remuneration for 2026 of the 2025 CGR. The achievement rate for each of those criteria will be assessed by the Board of Directors in 2027 at the occasion of the approval of the 2026 financial statements. It will be applied to the amount thus determined a pro rata temporis until March 15, 2026 inclusive, last day of the term of office as Chief Executive Officer of Mr. Daniel Julien to set the variable remuneration amount due to him for 2026, i.e. a maximum amount reduced to US$546,875 (in the case of the performance criteria being met at 100%). This annual variable remuneration is coupled with a clawback mechanism. Multi-year variable remuneration in cash n/a No multi-year variable remuneration in cash is provided for. Exceptional remuneration n/a No exceptional remuneration is provided for. Stock options (SO), performance shares (PS) and other long-term benefits SO: n/a PS: no grant There is no grant of stock options. No performance shares will be granted in 2026 to Mr. Daniel Julien, Chief Executive Officer until March 15, 2026 inclusive. It is reminded that a total maximum number of 150,000 performance shares, currently under vesting period, were granted by the Board of Directors of the Company to Mr. Daniel Julien under the 2023, 2024 and 2025 plans. Taking particularly into account the seniority of Mr. Daniel Julien within the Group of which he is the founder (nearly 50 years), his contribution to the Group and his total involvement to ensure a Remuneration elements Maximum amounts or number Comments successful transition period until the end of the year, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, decided, in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code, to allow Mr. Daniel Julien to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned. Under the 2023 plan and considering the levels of achievement of the performance criteria noted by the Board of Directors, 72.5% of the number of shares initially granted will be definitively acquired in July 2026, Mr. Julien meeting the presence condition under this plan. Under the 2024 and 2025 plans, the total maximum number of performance shares that could be definitively acquired is reduced to 64,072. These shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. Remuneration granted for directorships n/a No remuneration is provided for in respect of a directorship (within Teleperformance SE or one of its subsidiaries). Benefits in kind Maintained Maintaining the benefits in kind prorated for 2026 described in section 4.2.3.4 paragraph Benefits in kind of the 2025 CGR. Take-up or termination payments n/a No payment upon the taking up or termination of duties is provided for. Additional pension n/a No supplementary or additional pension scheme is provided for. Non-compete compensation Maintained without modifications As founder of the Group, Mr. Daniel Julien is bound to the Group by a non-compete undertaking entered into in 2006, described in section 4.2.2.2.2 A paragraph Payments relating to a non - compete undertaking of the 2025 CGR. ‌As disclosed in the context of the evolutions to the governance announced on February 26, 2026, and for information purposes, the non-compete undertaking will be effective starting from December 31, 2026 at the end of the transition period. The amount, calculated in line with the remuneration policy applicable, will be paid by TGI according to the modalities provided for by the non-compete undertaking. ‌Remuneration policy applicable for 2026 to the Chief Executive Officer starting March 16, 2026 Under the terms of the 14 th resolution, it is proposed that you approve the remuneration policy applicable for 2026 to the Chief Executive Officer starting March 16, 2026, thoroughly described in sections 4.2.1, 4.2.3.1 et 4.2.3.4 of the 2025 CGR. This policy was set by decision of the Board of Directors at its meeting held on February 26, 2026 upon recommendations of the Remuneration and Governance Committee. This policy was thus applied to set the remuneration elements granted to M. Jorge Amar, Chief Executive Officer starting from March 16, 2026. ‌/ REMUNERATION ELEMENTS APPLICABLE FOR 2026 TO THE CHIEF EXECUTIVE OFFICER STARTING MARCH 16, 2026 Remuneration elements Maximum amounts or number Comments Fixed remuneration US$2,078,125 The gross annual fixed remuneration granted to the Chief Executive Officer is set by the Board of Directors at US$2,625,000 (identical to the amount set since 2018). The fixed remuneration for 2026 actually due to Mr. Jorge Amar was set by applying to this annual amount a pro rata temporis starting from March 16, 2026, last day of his term of office as Chief Executive Officer. It thus amounts to a total gross amount of US$2,078,125. Annual variable remuneration Max. Amount: US$2,078,125 The maximum amount of the 2026 annual variable remuneration of the Chief Executive Officer has been set at US$2,625,000 (unchanged since 2018). The performance criteria applicable to said variable remuneration are described in section 4.2.3.1 paragraph Criteria for annual variable remuneration for 2026 of the 2025 CGR. The achievement rate for each of those criteria will be assessed by the Board of Directors in 2027 at the occasion of the approval of the 2026 financial statements. It will be applied to the amount thus Remuneration elements Maximum amounts or number Comments determined a pro rata temporis starting from March 16, 2026, for Mr. Jorge Amar to set the variable remuneration amount due to him for 2026, i.e. a maximum amount reduced to US$2,078,125 (in the case of the performance criteria being met at 100%). This annual variable remuneration is coupled with a clawback mechanism. Multi-year variable remuneration in cash n/a No multi-year variable remuneration in cash is provided for. Exceptional remuneration n/a No exceptional remuneration is provided for. Stock options (SO), performance shares (PS) and other long-term benefits SO: n/a PS: max. 50,000 shares There is no grant of stock options. The Board of Directors, upon recommendation of the Remuneration and Governance Committee, decided to maintain for 2026 the maximum number of performance shares that may be granted to the Chief Executive Officer starting March 16, 2026 at 50,000 shares This cap, communicated in advance, is intended to limit the potential dilution resulting from the grant and is intended to prevent any increase in the number of shares granted in the event of a drop in the share price, thus avoiding any risk of a windfall effect. The performance criteria, measured over 3 years, are based on indicators corresponding to the Group's long-term strategy (Group organic revenue growth criterion, criterion based on levels of free cash flow, criterion on the stock performance, an environmental criterion, and a social criterion based on the rate of internal promotions). The expected levels of achievement are published prospectively and described in section 4.2.3.1 paragraph Criteria applicable to long-term variable remuneration in shares for 2026 of the 2025 CGR. Remuneration granted for directorships n/a No remuneration is provided for in respect of a directorship (within Teleperformance SE or one of its subsidiaries). Benefits in kind Maintained Maintaining the benefits in kind for 2026 described in section 4.2.3.4 paragraph Benefits in kind of the 2025 CGR. Take-up or termination payments n/a No payment upon the taking up or termination of duties is provided for. Additional pension n/a No supplementary or additional pension scheme is provided for. Non-compete compensation n/a A non-compete agreement was signed between Teleperformance SE and Mr. Jorge Amar on March 6, 2026, effective March 16, 2026, following the authorization of the Board of Directors of February 26, 2026. This agreement will be submitted for approval to the Shareholders' meeting of May 21, 2026. It is described in section 4.2.3.4, paragraph Deferred remuneration: compensation under a non - compete undertaking of the 2025 CGR. ‌Remuneration policy applicable for 2026 to the Deputy Chief Executive Officer Pursuant to the terms of the 15 th resolution, it is proposed that you approve the remuneration policy for 2026, applicable to the Deputy Chief Executive Officer, thoroughly described in sections 4.2.1, 4.2.3.1 et 4.2.3.5 of the 2025 CGR. On February 26, 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, applied and renewed for 2026 the remuneration policy approved by the shareholders' meeting of May 21, 2025 to set the financial conditions of the termination of the term of office as Deputy Chief Executive Officer of Mr. Thomas Mackenbrock (including his annual remuneration until March 15, 2026 inclusive), which are specified below. It is reminded that his functions were organized between the term of office of Deputy Chief Executive Officer of Teleperformance SE and the functions of Managing director of TP Digital Services Holding GmbH (formerly known as Majorel Holding Deutschland GmbH). As Mr. Thomas Mackenbrock also announced his resignation from his functions of managing director of TP Digital Services Holding GmbH, the Board of Directors took also note of the financial conditions of the termination of those functions. The financial conditions are also indicated below for the sake of transparency. The remuneration policy detailed below will apply to any new deputy chief executive officer who may be appointed at a later date and whose scope of responsibility is not limited to the financial field. It is however understood that in the event of a new appointment, the caps for annual (fixed and variable) remuneration will be determined by the sum of the cap attached to the functions (i) of the term of office as Deputy Chief Executive Officer and (ii) of Managing Director of Mr. Mackenbrock. ‌/ REMUNERATION ELEMENTS APPLICABLE FOR 2026 TO THE DEPUTY CHIEF EXECUTIVE OFFICER Remuneration elements Maximum amounts or number Comments Fixed remuneration Deputy CEO: €88,750 For 2026, the gross annual fixed part of the Deputy Chief Executive Officer's remuneration was set at €426,000, unchanged compared to 2025. As a result, the fixed remuneration effectively due to Mr. Thomas Mackenbrock, Deputy Chief Executive Officer until March 15, 2026 inclusive, will be equal to a total gross amount of €88,750. Managing Director: €716,000 Under his mandate as Managing Director, the gross annual fixed remuneration is €1,074,000, also unchanged compared to 2025. It will be reduced pro rata temporis until the date of effective termination of the functions of managing director (3-month notice period included), i.e. until August 31, 2026 and amounts to a gross amount of €716,000. Annual variable remuneration Deputy CEO: €147,292 For 2026, the maximum amount of the annual variable remuneration of the Deputy Chief Executive Officer for this office was maintained at €707,000. The performance criteria applicable to said variable remuneration are described in section 4.2.3.1 paragraph Criteria for annual variable remuneration for 2026 of the 2025 CGR. The achievement rate for each of those criteria will be assessed by the Board of Directors in 2027 at the occasion of the approval of the 2026 financial statements. It will be applied to the amount thus determined a pro rata temporis until March 15, 2026 inclusive, last day of the term of office as Deputy Chief Executive Officer of Mr. Thomas Mackenbrock, i.e. a maximum amount reduced to €147,292 (in the case of the performance criteria being met at 100%). This annual variable remuneration is coupled with a clawback mechanism. Managing Director: €211,467 The maximum amount of the annual variable remuneration with respect to his term of office of Managing director was maintained at the amount at €793,000. This remuneration will be reduced pro rata temporis until the date of effective termination of the functions of managing director of Mr. Thomas Mackenbrock (3-month notice period included), i.e. until August 31, 2026 (it being specified that the variable remuneration was calculated pro rata temporis on the basis of the variable remuneration effectively acquired for 2025, i.e. 40% of its maximum). It thus amounts, for this period, to a gross amount of €211,467. Multi-year variable remuneration in cash n/a No multi-year variable remuneration in cash is provided for. Exceptional remuneration n/a No exceptional remuneration is provided for. Stock options (SO), performance shares (PS) and other long-term benefits SO : n/a AP : max. 32,000 shares There is no grant of stock options. The Board, upon recommendation of the Remuneration and Governance Committee, decided that the maximum number of performance shares that may be granted to the Deputy Chief Executive Officer in 2026 shall not exceed 32,000 shares. No performance shares will be granted to Mr. Thomas Mackenbrock in 2026. It is reminded that a total maximum number of 38,819 performance shares, currently under vesting period, were granted by the Board of Directors of the Company to Mr. Thomas Mackenbrock under the 2024 and 2025 plans. Taking into account his contribution to the Group, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, decided, in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code, to allow Mr. Thomas Mackenbrock to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned. The total maximum number of performance shares that could be definitively acquired is reduced to 15,956. These shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. Remuneration granted for directorships n/a No other remuneration is provided for in respect of a directorship within a subsidiary of the Teleperformance Group. Remuneration elements Maximum amounts or number Comments Benefits in kind Maintained Maintaining the benefits in kind prorated for 2026 described in section 4.2.3.5 paragraph Benefits in kind of the 2025 CGR. Take-up or termination payments n/a No payment upon the taking up or termination of duties is provided for. Additional pension n/a No supplementary or additional pension scheme is provided for. Non-compete compensation Maintaining without modifications Maintaining without modifications the non-compete undertaking described in section 4.2.2.2.2 B of the 2025 CGR. ‌As disclosed in the context of the evolutions to the governance announced on February 26, 2026, and for information purposes, the non-compete undertaking will be effective starting from August 31, 2026, upon the termination of all his executive functions within the Group. The amount, calculated in line with the remuneration policy applicable, will be paid according to the modalities provided for by the non-compete undertaking. ‌Remuneration policy applicable for 2026 to the Deputy Chief Executive Officer in charge of finance Pursuant to the terms of the 16 th resolution, it is proposed that you approve the remuneration policy for 2026 to the Deputy Chief Executive Officer in charge of finance, thoroughly described in sections 4.2.1, 4.2.3.1 et 4.2.3.6 of the 2025 CGR. On February 26, 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, also applied and renewed for 2026 the remuneration policy approved by the shareholders' meeting of May 21, 2025 to set the financial conditions of the termination of the term of office as Deputy Chief Executive Officer in charge of finance of Mr. Olivier Rigaudy, which are specified below (including his annual remuneration until March 15, 2026 inclusive). It should be noted that Mr. Olivier Rigaudy is bound to the Company by an employment contract, which remains unchanged in order to ensure a transition period and the implementation of the succession plan. Mr. Olivier Rigaudy has, however, announced his intention to retire by the end of 2026. The remuneration policy detailed below, which renews that applicable for the past financial year, will apply to any new deputy chief executive officer who may be appointed at a later date and whose scope of responsibility would be similar to the one assumed by Mr. Rigaudy until March 15, 2026 inclusive. However, it is understood that in the event of a new appointment, the caps for annual (fixed and variable) remuneration will be determined by the sum of the cap attached to the functions (i) of the term of office as Deputy Chief Executive Officer in charge of finance and (ii) under the employment contract of Mr. Rigaudy. ‌/ REMUNERATION ELEMENTS APPLICABLE FOR 2026 TO THE DEPUTY CHIEF EXECUTIVE OFFICER IN CHARGE OF FINANCE FOR 2026 Remuneration elements Maximum amounts or number Comments Fixed remuneration Office: €29,167 For 2026, the gross annual fixed remuneration as Deputy Chief Executive Officer in charge of finance is unchanged and was set at €140,000. As a result, the prorated fixed remuneration effectively due to Mr. Rigaudy, Deputy Chief Executive Officer in charge of finance until March 15, 2026 inclusive, will be equal to a total gross amount of €29,167. Employment contract: €520,000 Mr. Olivier Rigaudy will also receive in 2026, under his employment contract, the remuneration provided for by it, i.e. a fixed annual (gross) remuneration of €520,000 (unchanged since 2018 and maintained for 2026). Annual variable remuneration Office: €91,667 For 2026, the maximum amount of the annual variable remuneration of the Deputy Chief Executive Officer in charge of finance in respect of his office is maintained at €440,000. The performance criteria applicable to said variable remuneration are described in section 4.2.3.1 paragraph Criteria for annual variable remuneration for 2026 of the 2025 CGR. The achievement rate for each of those criteria will be assessed by the Board of Directors in 2027 at the occasion of the approval of the 2026 financial statements. It will be applied to the amount thus determined a pro rata temporis until March 15, 2026 inclusive, last day of the term of office as Remuneration elements Maximum amounts or number Comments Deputy Chief Executive Officer in charge of finance of Mr. Olivier Rigaudy, i.e. a maximum annual remuneration of €91,667 (in the case of the performance criteria being met at 100%). This annual variable remuneration is coupled with a clawback mechanism. Employment contract: €220,000 It is also reminded that Mr. Olivier Rigaudy is also entitled to receive, in respect of his employment contract, the variable remuneration provided for by it, i.e. maximum (gross) variable remuneration of €220,000 for 2026 (unchanged since 2018), determined on the basis of performance criteria specific to his technical and salaried duties and in line with the necessary transition. This remuneration (to be paid in 2027) may not be supplemented by exceptional bonuses. Multi-year variable remuneration in cash n/a No multi-year variable remuneration in cash is provided for. Exceptional remuneration n/a No exceptional remuneration is provided for. Stock options (SO), performance shares (PS) and other long-term benefits SO: n/a PS: max. 24,000 shares There is no grant of stock options. The Board of Directors, upon recommendation of the Remuneration and Governance Committee, decided that the maximum number of performance shares that may be granted to the Deputy Chief Executive Officer in charge of finance in 2026 shall not exceed 24,000 shares. No performance share will be granted to Mr. Rigaudy in 2026. It is reminded that a total maximum number of 70,000 performance shares, currently under vesting period, were granted by the Board of Directors of the Company to Mr. Olivier Rigaudy under the 2023, 2024 and 2025 plans. Taking into account Mr. Rigaudy's announcement of his intention to retire by the end of 2026, the Board of Directors, upon recommendations of the Remuneration and Governance Committee, has already decided, in compliance with the remuneration policy and the recommendations of the AFEP-MEDEF code and considering Mr. Olivier Rigaudy's seniority and his contribution to the Group, to allow him to keep the benefit of a part of his performance shares on a pro rata basis to the period of time where he will have satisfied the presence condition over the 3 years' vesting period for each plan concerned. Under the 2023 plan and considering the levels of achievement of the performance criteria noted by the Board of Directors, 72.5% of the number of shares initially granted will be definitively acquired in July 2026, Mr. Rigaudy meeting the presence condition under this plan. Under the 2024 and 2025 plans, the total maximum number of performance shares that could be definitively acquired is reduced to 30,754. These shares will not be acquired in advance, the applicable vesting period remains unchanged, and their acquisition remains subject to the satisfaction of the performance criteria set out by each of the plans concerned. Remuneration granted for directorships n/a No remuneration is provided for in respect of a directorship within a subsidiary of the TP Group. Benefits in kind Office: n/a No benefit in kind under the term of office. Employment contract: Maintained Maintaining the benefits in kind prorated for 2026 described in section 4.2.3.6 paragraph Benefits in kind of the 2025 CGR. Take-up or termination payments n/a No payment upon the taking up or termination of duties is provided for in connection with the term of office, nor under the employment contract which is governed by legal provisions relating to the termination of employment contracts. Additional pension n/a No supplementary or additional pension scheme is provided for. Non-compete compensation Maintaining without modifications Maintaining without modifications the non-compete undertaking described in section 4.2.2.2.2 C of the 2025 CGR. ‌As disclosed in the context of the evolutions to the governance announced on February 26, 2026, and for information purposes, the non-compete undertaking will be effective starting from the termination of all his executive functions within the Group. The amount, calculated in line with the remuneration policy applicable, will be paid according to the modalities provided for by the non-compete undertaking. ‌Composition of the Board of Directors ‌(17 th to 24 th ordinary resolutions) The governance structure of your Company and your Group has evolved over the past few years, allowing it to adapt to changes in the environment in which the Group operates. The major changes decided by the Board of Directors, upon recommendations of its Remuneration and Governance Committee, and which have strengthened the Group's governance structure, are described in the 2025 Corporate Governance Report (included in the 2025 Universal Registration Document). Regarding your Board of Directors, it is currently comprised of 13 directors, including two directors representing the employees. For several years now, your Board has been working on succession plans and the renewal of its membership. As part of these discussions, it aims, upon recommendations of its Remuneration and Governance Committee, to maintain a balanced representation of women and men and a strong internationalization of profiles within the Board, as well as to strengthen and complement the diversity of profiles, experience, and expertise needed to assist the Group in its ongoing transformation through the deployment of the "Future Forward" strategic plan. In this context, the Ad Hoc Committee responsible for overseeing the succession, composed of the Chairman of the Board of Directors, Mr. Moulay Hafid Elalamy, the Chief Executive Officer, Mr. Daniel Julien, and the Deputy Chief Executive Officer, Mr. Thomas Mackenbrock, and the Remuneration and Governance Committee have decided to propose to the Board of Directors the appointment of Jorge Amar as Chief Executive Officer. To support this change and the implementation of the succession, Mr. Daniel Julien and Mr. Thomas Mackenbrock have decided to step down from their executive positions, and in the case of Mr. Julien, from his position as director, effective March 15, 2026, convinced that at this stage in the group's development, a fresh perspective will optimize its transformation and further strengthen its market leadership. Consequently, at its meeting held on February 26, 2026, the Board of Directors, upon recommendation of its Remuneration and Governance Committee, acknowledged the resignation of Mr. Daniel Julien from his positions as Chief Executive Officer and Director, effective March 15, 2026. Three directors, Ms. Christobel Selecky, Mr. Alain Boulet, and Ms. Angela Maria Sierra-Moreno, who were mindful to support this transition, tendered their resignations in order to welcome new profiles of recognized experts and professionals to the board. On that occasion, the Board decided to coopt Ms. Ingrid Johnson, Ms. Sheikha Hanadi Bint Nasser Al-Thani, Mr. Thomas Mackenbrock as directors on February 26 and to decide that Mr. Jorge Amar, will be coopted effective on March 16, 2026. The ratification of these cooptations and their renewals will be proposed to your Meeting. Furthermore, it should be noted that Mr. Varun Bery's term as director will expire at your general meeting. At its meeting on March 10, 2026, the Board of Directors, acting on a proposal from the Remuneration and Governance Committee and in light of the announcements made by the Saham Group to increase its stake in the Company, decided to propose the appointment of Mr. Moulay Mhamed Elalamy as a director. Therefore, in order to maintain a balanced gender representation and strengthen the diversity in terms of experience, areas of expertise, nationalities within the Board, it is proposed that you: ratify the cooptation of Ms. Ingrid JOHNSON as a director in replacement of Ms. Angela Maria SIERRA-MORENO (17 th resolution) and subsequently renew her term of office for a period of three years (18 th resolution), ratify the cooptation of Sheikha Hanadi Bint Nasser AL-THANI as a director in replacement of Ms. Christobel SELECKY (19 th resolution) and subsequently renew her term of office for a period of three years (20 th resolution), ratify the cooptation of Mr. Thomas MACKENBROCK as a director in replacement of Mr. Alain BOULET (21 st resolution) and subsequently renew his term of office for a period of three years (22 nd resolution), appoint Mr. Moulay Mhamed ELALAMY as a director in replacement of Mr. Varun BERY for a period of three years (23 rd resolution), and ratify the cooptation of Mr. Jorge AMAR as a director in replacement of Mr. Daniel JULIEN (24 th resolution). Situation regarding the rules on number of terms of office held The Board took note that the directors, whose ratifications, renewals and appointment are proposed, meet the recommendations of the AFEP - MEDEF code with regard to the number of terms of office held. They therefore benefit from the availability necessary to be involved and continue to be fully involved in the works of the Board and its Committees. Independence 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 offices to be held as Chief Executive Officer as from March 16, 2026 for Mr. Jorge Amar and held as Deputy Chief Executive Officer 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 them 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. Expertise, experience, competence and knowledge of the Group Ms. Ingrid Johnson, a British national, is an accomplished international executive with over three decades of leadership experience in banking, insurance, and financial services in sub-Saharan Africa, the United Kingdom, North America, and Asia, and is recognized for her leadership in organizational transformation and renewal. Sheikha Hanadi Bint Nasser Al-Thani, a Qatari national, is an entrepreneur, investor, and leader whose career revolves around three constant pillars: the creation of institutions, large-scale social transformation, and the development of great talent on a global scale. Both bring their expertise and international vision to the board and the group. Their independence allows them to participate in the work of the board with complete freedom of judgment. Ms. Johnson is also a member of the Audit, Risk and Compliance Committee, and Ms. Al-Thani is a member of the Remuneration and Governance Committee. Mr. Thomas Mackenbrock, a German national and Deputy Chief Executive Officer of the Company from October 1, 2024 to March 15, 2026 inclusive, has professional experience and expertise in customer relations and in-depth knowledge of the group. This experience, along with his strong knowledge of the Group and its operations, is indispensable to the Board and its Audit, Risk and Compliance Committee, of which he is a member. Mr. Jorge Amar, an Argentinian and American nationality, is a globally recognized expert in the large-scale integration of AI into customer operations and was appointed Chief Executive Officer of the group and director effective March 16, 2026. He previously held the position of Senior Partner and Global Head of the Digital Customer Care practice at McKinsey, where, for more than ten years, he was responsible for designing and deploying customer solutions based on native AI for the world's largest companies, including many TP customers. He will thus contribute to the Board's work in the context of accelerating the Group's transformation. Mr. Moulay Mhamed Elalamy, of Moroccan and Canadian nationalities, is a seasoned international executive, leading Saham Group since 2018, with a strong track record in financial services transformation, landmark cross-border transactions, and banking and insurance leadership, bringing significant assets to the board in the group's transformation process. The Board, upon recommendations of its Remuneration and Governance Committee, noted that these expertise and profiles would consolidate the skills present within the Board and strengthen the alignment of expertise with the Group's development. Information and details regarding candidates whose ratification, renewal and appointment are proposed are provided in the notice of convening of the shareholders' meeting. If you approve all of these proposed resolutions: the Board's independence rate, this quality being defined according to all the criteria of the AFEP-MEDEF code and retained by the Company, will be at 64%2. The Company will thus continue to comply with the recommendations of this code concerning the proportion of independent directors on the Board and its committees; balanced gender representation 2 will continue to comply with the applicable legal provisions, with 5 women ( i.e. 45% of women) and 6 men; maintain a strong internationalization at the Board with 11 nationalities represented; a strong expertise and knowledge of the Group, its business and specificities necessary to the good functioning of the Board will also be maintained. ‌Authorization to be granted to the Board of Directors to repurchase the Company's own shares ‌(25 th ordinary resolution) Under the 25 th resolution, you are invited to renew the authorization given to your Board of Directors, with the ability to further delegate, to implement within the legal limit of 10% of the number of shares comprising the share capital as of the date of the shareholders' meeting, a share repurchase program of the Company's own shares by any means, including by way of acquisition of blocks of shares, use of optional mechanisms or derivative instruments in order to: stimulate the secondary market or ensure the liquidity of the Teleperformance SE share with the assistance of an investment service provider under a liquidity contract in compliance with the practices permitted by regulations, it being specified that in this context, the number of shares taken into account for the calculation of the abovementioned limit corresponds to the number of shares purchased, after deduction of the number of shares resold; retain the purchased shares and subsequently deliver them as consideration in exchange or payment in connection with potential mergers, demergers, contributions or external growth transactions; ensure the coverage of stock purchase option plans and/or performance share plans (or similar plans) in favor of employees and/or corporate officers of the Group, 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 employees and/or corporate officers of the Group, including economic interests groups and affiliated companies; ensure the coverage of securities rights to the share capital of Company shares pursuant to the regulations in force; possibly cancel the acquired 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. Such transactions shall not, unless previously authorized by the Shareholders' Meeting, be carried out during a period of public offering initiated by a third party on the Company's shares and until the end of the period of public offering. This authorization would be granted for an 18-month period, i.e. expiring on November 21, 2027. It is proposed to set the maximum purchase price at €200 per share, and as a consequence, the maximum amount of the transactions at €1,197,487,200. This new authorization shall cancel the authorization granted to the Board of Directors by the Combined Shareholders' Meeting held on May 21, 2025 (22 nd ordinary resolution) (see Appendix below). During 2025, Teleperformance SE purchased some of its shares, as follows: for the objective of stimulating the secondary market or ensuring the liquidity of the Teleperformance SE share through the liquidity agreement: a total of 1,367,681 shares were repurchased at an average purchase price of €82.09, while sales totaled 1,353,313 shares at an average sale price of €82.27; ‌2 Excluding the directors representing the employees as per the calculation method recommended under the AFEP-MEDEF code. in connection with the share repurchase plan: a total of 1,328,974 shares, i.e. 2.22% of the share capital, was repurchased in 2025 at a gross average weighted price of €87.90: 606,516 shares were allocated to the coverage of performance share plans; and 722,458 shares were allocated to the objective of cancellation. TP's objective is to continue in 2026 this dynamic. ‌Amendments of the Articles of Association (26 th and 27 th extraordinary resolutions) Under the 26 th resolution, it is proposed to add a ninth and last paragraph to Article 16 of the Articles of association 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. The rest of the article remains 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. The purpose of the 27 th resolution is to amend article 25.1 of the Articles of association with the provisions of Article R. 22-10-28 of the French Commercial Code concerning the rules governing access to general meetings. As a consequence, it is proposed 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 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. (…) 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 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. (…) ‌Powers to carry out formalities (28 th ordinary resolution) The 28 th resolution is designed to grant powers required to carry out formalities resulting from the shareholders' meeting's resolutions. The Board of Directors ‌Appendix ‌Status of delegations and authorizations approved by the Combined Shareholders' Meeting of May 21, 2025 and proposal of authorization submitted to the Combined Shareholders' Meeting of May 21, 2026 Current authorizations and delegations New authorization proposed Meeting date (resolution no.) Maximum nominal amount or characteristics (in euros) Duration (expiry) Resolution number Maximum nominal amount or characteristics (in euros) Duration (expiry) ISSUES WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR SHAREHOLDERS Capital increase by issues of shares and/or securities giving access to the capital and/or to debt instruments* May 21, 2025 (26 th ) 50 million (overall nominal cap amount - the "Overall Cap") (1) 26 months (July 2027) - - - ISSUES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS FOR SHAREHOLDERS Capital increase by offer to the public (excluding the offers provided for in paragraph 1 of article L. 411-2 of the French Monetary and Financial Code) and/or by remuneration of securities in a public offering* May 21, 2025 (27 th ) 14.5 million (overall nominal sub-cap - the "Overall Sub - Cap" and deductible from the Overall Cap) (1) 26 months (July 2027) - - - Capital increase by private placement (offer set forth by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code)* May 21, 2025 (28 th ) 7.2 million (deductible from the Overall Sub - Cap and Overall Cap) (1) 26 months (July 2027) - - - Share capital increase to compensate contributions in kind of equity securities or securities giving access to the capital* May 21, 2025 (30 th ) 7.2 million (deductible from the Overall Sub-Cap and Overall Cap) (1) 26 months (July 2027) - - - ISSUES TO EMPLOYEES AND, WHERE APPLICABLE, EXECUTIVE OFFICERS Free grants of performance shares to employees and/or executive officers May 21, 2025 (32 nd ) 4% of the share capital (2) 38 months (July 2028) - - - Capital increases reserved for members of a company or group savings scheme May 21, 2025 (31 st ) 2 million 26 months (July 2027) - - - OTHER ISSUES Increase of the issues in case of oversubscription* May 21, 2025 (29 th ) 15% of the initial issuance and within the limit of caps set forth in the 26 th , 27 th and 28 th resolutions 26 months (July 2027) - - - Capital increase by capitalization of premiums, reserves or profits May 21, 2025 (25 th ) 142 million 26 months (July 2027) - - - SHARE BUYBACK PROGRAM AND SHARES CANCELLATION Shares repurchases* May 21, 2025 (22 nd ) Max. purchase price per share: €250 18 months (Nov. 2026) 25 th Max. purchase price per share: €200 18 months (Nov. 2027) Current authorizations and delegations New authorization proposed Meeting date (resolution no.) Maximum nominal amount or characteristics (in euros) Duration (expiry) Resolution number Maximum nominal amount or characteristics (in euros) Duration (expiry) Limit: 10% of the total number of shares Limit: 10% of the total number of shares Cancellation of shares May 21, 2025 (24 th ) 10% of the calculated share capital on date of cancellation decision 26 months (July 2027) - - - ‌Maximum of €1,500 million for debt instruments (overall and common cap applicable to the 26 th , 27 th and 28 th resolutions of the 2025 Shareholders' Meeting).‌ Limitation of the number of performance shares that may be granted, each year, to executive officers to 0.185% of the share capital within this envelope. ‌* Suspended during a public offering.

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