Teleperformance : Preliminary notice published in the BALO of March 18, 2024

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

TELEPERFORMANCE SE

A European company with a share capital of €158,607,635

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 23, 2024 at 3 p.m. (Paris Time) at 21-25 rue Balzac, 75008 Paris, France, to vote on the following agenda:

Agenda

As on ordinary shareholders' meeting:

• 1. Approval of the statutory financial statements for the year ended December 31, 2023,

• 2. Approval of the consolidated financial statements for the year ended December 31, 2023,

• 3. Appropriation of 2023 results - Determination of dividend amount and payment date,

• 4. Special report of the statutory auditors on regulated agreements and commitments - acknowledgment of the absence of new agreements,

• 5. 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,

• 6. Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2023 financial year or granted in respect of the 2023 financial year to Mr. Daniel JULIEN, Chairman and Chief Executive Officer,

• 7. Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2023 financial year or granted in respect of the 2023 financial year to Mr. Olivier RIGAUDY, Deputy Chief Executive Officer,

• 8. 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 2023 financial year or granted in respect of the 2023 financial year to Mr. Bhupender SINGH, Deputy Chief Executive Officer as of July 1, 2023,

• 9. Approval of the remuneration policy for Directors,

• 10. Approval of the remuneration policy for the Chairman and Chief Executive Officer,

• 11. Approval of the remuneration policy for the Deputy Chief Executive Officer,

• 12. Approval of the remuneration policy for the Deputy Chief Executive Officer in charge of finance,

• 13. Appointment of PricewaterhouseCoopers Audit SAS as statutory auditor in charge of the certification of sustainability information,

• 14. Ratification of the provisional appointment of Mr. Nan NIU as a director,

• 15. Ratification of the provisional appointment of Mr. Moulay Hafid ELALAMY as a director,

• 16. Renewal of the term of office of Mr. Moulay Hafid ELALAMY as a director,

• 17. Ratification of the provisional appointment of Ms. Brigitte DAUBRY as a director,

• 18. Renewal of the term of office of Ms. Brigitte DAUBRY as a director,

• 19. Renewal of the term of office of Mr. Daniel JULIEN as a director,

• 20. Renewal of the term of office of Mr. Alain BOULET as a director,

• 21. 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 on extraordinary shareholders' meeting:

• 22. Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or to debt instruments, with application of the preferential subscription rights for shareholders, duration of the delegation, maximum nominal amount of capital increases, option to offer the unsubscribed securities to the public, non-exercise during public offerings,

• 23. Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or to debt instruments, without

Page 1 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

preferential subscription rights for shareholders, with the option to confer a priority right, by public offering (except offers referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code) and/or as consideration for securities transferred under a public exchange offer, duration of the delegation, maximum nominal amount of capital increases, issue price, option to limit the issue to the amount of subscriptions or to distribute unsubscribed securities, non-exercise during public offerings,

• 24. Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or to debt instruments, without preferential subscription rights for shareholders by an offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, duration of the delegation, maximum nominal amount of capital increases, issue price, option to limit the issue to the amount of subscriptions or to distribute unsubscribed securities, non-exercise during public offerings,

• 25. Authorization to increase the amount of capital increases under the 22nd, 23rd and 24th resolutions within the limit of their caps and within the limit of 15% of the initial issuance, non-exercise during public offerings,

• 26. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to the capital, in order to pay for contributions in kind of shares or securities giving access to the capital, duration of the delegation, non-exercise during public offerings,

• 27. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities giving access to the capital, without preferential subscription rights for shareholders, in favor of members of a company savings plan pursuant to the provisions of Articles L.3332-18 et seq. of the French Labor Code, duration of the delegation, maximum nominal amount of capital increases, issue price, possibility to allocate free shares in accordance with Article L.3332-21 of the French Labor Code,

• 28. Authorization to be granted to the Board of Directors to grant, under no consideration, existing shares and/or shares to be issued to employees and/or certain corporate officers of the Company or of affiliated companies or economic interest groups, waiver by the shareholders of their preferential subscription rights, duration of the authorization, cap, term of vesting period in particular in the event of disability,

• 29. Powers for formalities.

PROPOSED RESOLUTIONS

As an ordinary shareholders meeting:

First resolution - Approval of the statutory financial statements for the year ended December 31, 2023

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, 2023, approves the statutory financial statements as presented to them, which show a profit of €1,703,859,753.70 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, 2023

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, 2023, approves said financial statements as presented to them, which show a profit (Group share) of €602 million, as well as the transactions recorded in said financial statements and summarized in said reports.

Third resolution - Appropriation of 2023 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 recommendation of the Board of Directors, to appropriate the profit for the financial year ended December 31, 2023, of an amount of €1,703,859,753.70, as follows:

Page 2 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

The Shareholders' Meeting notes that the gross dividend per share is set at €3.85.

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, 1. A and B 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, 2. and 158 of the French General Tax Code). The dividend is also subject to social security contributions at a rate of 17.2%.

The ex-dividend date is set on May 28, 2024 and this dividend will be paid on May 30, 2024.

In the event of a difference in the number of shares entitled to dividends compared to the 63,443,054 shares comprising the share capital as of March 6, 2024, the total dividend amount will be adjusted accordingly, and the amount appropriated to the Retained Earnings account will be calculated on the basis of dividends actually paid.

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:

Fourth resolution - Special report of the statutory auditors on regulated agreements and commitments - Acknowledgement of the absence of new agreements

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 as referred to in Articles L.225-38 of the French Commercial Code.

Fifth 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 Chapter 4, sections 4.2.1 and 4.2.2 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Page 3 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

Sixth resolution - Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2023 financial year or granted in respect of the 2023 financial year to Mr. Daniel JULIEN, Chairman and 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 2023 financial year or granted in connection with the 2023 financial year, to Mr. Daniel JULIEN, Chairman and Chief Executive Officer, as presented in Chapter 4, sections 4.2.1 and 4.2.2.2. of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Seventh resolution - Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2023 financial year or granted in respect of the 2023 financial year to Mr. Olivier RIGAUDY, 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 2023 financial year or granted in connection with the 2023 financial year, to Mr. Olivier RIGAUDY, in respect of his term of office as Deputy Chief Executive Officer, as presented in Chapter 4, sections 4.2.1 and 4.2.2.3 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Eighth 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 2023 financial year or granted in respect of the 2023 financial year to Mr. Bhupender SINGH, Deputy Chief Executive Officer as of July 1, 2023

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 2023 financial year or granted in connection with the 2023 financial year, to Mr. Bhupender SINGH, in respect of his term of office as Deputy Chief Executive Officer for the period from July 1, 2023 (effective date of this term of office) to December 31, 2023, in accordance with the indications mentioned in Chapter 4, sections 4.2.1 and 4.2.2.4 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Ninth 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 Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.2 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Tenth resolution - Approval of the remuneration policy for the Chairman and 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 Chairman and Chief Executive Officer, as presented in Chapter 4, sections 4.2.1, 4.2.3.1 and 4.2.3.3 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Eleventh 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 Chapter 4, sections 4.2.1, 4.2.3.1 et 4.2.3.4 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Page 4 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

Twelfth 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 Chapter 4, sections 4.2.1, 4.2.3.1 et 4.2.3.5 of the report on corporate governance included in the Universal Registration Document for the year ended December 31, 2023.

Thirteenth resolution - Appointment of PricewaterhouseCoopers Audit SAS as statutory auditor in charge of the certification of sustainability information

The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings and having considered the report of the Board of Directors, appoints PricewaterhouseCoopers Audit SAS as statutory auditor in charge of the certification of sustainability information, for a period of three financial years, i.e. until the end of the annual ordinary shareholders' meeting to be held to approve the financial statements for the year ending

December 31, 2026.

Fourteenth resolution - Ratification of the provisional appointment of Mr. Nan NIU 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 July 26, 2023, of Mr. Nan NIU as a director, in replacement of Ms. Wai Ping LEUNG due to her resignation.

Consequently, Mr. Nan NIU will hold office for the remainder of his predecessor's term, i.e. until the close of the

Shareholders' Meeting to be held in 2025 to approve the financial statements for the previous financial year.

Fifteenth resolution - Ratification of the provisional appointment of Mr. Moulay Hafid ELALAMY as a director

The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, ratifies the appointment, provisionally made as of March 6, 2024, decided by the Board of Directors at its meeting of December 15, 2023, and confirmed by the Board of Directors of March 6, 2024, of Mr. Moulay Hafid ELALAMY as a director, in replacement of Mr. Bernard CANETTI due to his resignation.

Consequently, Mr. Moulay Hafid ELALAMY will hold office for the remainder of his predecessor's term, i.e. until the close of this Shareholders' Meeting.

Sixteenth resolution - Renewal of the term of office of Mr. Moulay Hafid ELALAMY 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. Moulay Hafid ELALAMY 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 2027 to approve the financial statements for the previous financial year.

Seventeenth resolution - Ratification of the provisional appointment of Ms. Brigitte DAUBRY 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 March 6, 2024, of Ms. Brigitte DAUBRY as a director, in replacement of Ms. Emily ABRERA due to her resignation.

Consequently, Ms. Brigitte DAUBRY 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. Brigitte DAUBRY 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. Brigitte DAUBRY 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 2027 to approve the financial statements for the previous financial year.

Page 5 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

Nineteenth resolution - Renewal of the term of office of Mr. Daniel JULIEN as a director

The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, decides to renew the term of office of Mr. Daniel JULIEN as a director for a three-year term, which will expire at the close of the Shareholders' Meeting to be held in 2027 to approve the financial statements for the previous financial year.

Twentieth resolution - Renewal of the term of office of Mr. Alain BOULET as a director

The Shareholders' Meeting, having met the quorum and majority requirements for ordinary shareholders' meetings, decides to renew the term of office of Mr. Alain BOULET as a director for a two-year term, in accordance with the provisions of Article 14 paragraph 5 of the Company's Articles of Association on staggered terms, which will expire at the close of the Shareholders' Meeting to be held in 2026 to approve the financial statements for the previous financial year.

Twenty-first 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 Board of Directors, 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 April 13, 2023 in its 18th ordinary resolution.

Company shares may be repurchased 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 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

• − carrying out, in general, 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.

Page 6 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

The maximum purchase price is set at €300 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 €1,903,291,500.

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 statements and, generally, to do all that is required for the implementation of the present authorization.

As an extraordinary shareholders' meeting:

Twenty-second resolution - Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or to debt instruments, with application of the preferential subscription rights for shareholders, duration of the delegation, maximum nominal amount of capital increase, option to offer the unsubscribed securities to the public, non-exercise during public offerings

The Shareholders' Meeting, having met the quorum and majority requirements for extraordinary shareholders'

meetings, having considered the report of the Board of Directors and the special report of the statutory auditors, and pursuant to the provisions of the French Commercial Code, in particular, to its Articles L.225-129-2, L.228-92 and L.225-132 et seq.:

1)Delegates its authority to the Board of Directors, with the ability to further delegate under the conditions set by law, for the purposes of carrying out capital increases, in France or abroad, free of charge or for consideration, on one or several occasions, in proportions and at times that it shall determine, either in euros or in foreign currencies, or in any other monetary unit established by reference to a basket of currencies, with application of the preferential subscription rights of shareholders, of:

• − ordinary shares,

• − and/or securities giving access to capital and/or debt instruments.

In accordance with Article L.228-93 of the French Commercial Code, securities to be issued could give access to ordinary shares to be issued by any company in which the Company holds directly or indirectly more than half of the share capital (a "subsidiary").

2) Resolves that the maximum nominal amount of ordinary shares that may be issued, whether immediately or in the future, pursuant to this delegation of powers shall not exceed €50 million (i.e., on an indicative basis, 31.52% of the share capital as of December 31, 2023), it being specified that (i) will be added to this cap, if applicable, the nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the Company's capital and (ii) that this cap represents the overall nominal cap for share capital increases that may be carried out under the present authorization and the authorizations granted in 23rd, 24th and 26th resolutions of this Meeting and that the total nominal amount of the share capital increases carried out under these resolutions is deductible from this overall cap (excluding any nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the capital).

The nominal amount of debt instruments on the Company that may be issued pursuant to this delegation shall not exceed €1,500 million. The maximum nominal amount of the debt instruments that may be issued pursuant to the 23rd and 24th resolutions of this Meeting will be deducted from this amount.

3)Hereby resolves that the shareholders may, in accordance with applicable legal provisions, exercise their preferential subscription right on an irrevocable basis with respect to ordinary shares and securities that may be issued pursuant to this delegation, and that the Board of Directors may confer on shareholders a preferential

Page 7 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

subscription right on a revocable basis that they may exercise in proportion to the subscription rights they hold and, in any case, within the limit of their requests;

• 4) Hereby resolves, in accordance with applicable legal provisions, that if the irrevocable subscription and, where applicable, the revocable subscriptions, have not absorbed the entire issue as referred to in 1) above, the Board of Directors may choose, and in such order as it shall determine, to apply the following options:

  • − limit the amount of the issue to the amount of subscriptions, within the limits prescribed by the regulations,

  • − freely allocate all or part of the unsubscribed securities,

  • − offer to the public all or part of the unsubscribed securities.

• 5) Hereby resolves that issues of Company share warrants may be carried out by way of a subscription offer, as well as by way of bonus allocation to existing shareholders, it being specified that the Board of Directors shall have the ability to decide that allocation rights constituting fractional shares shall not be negotiable and that the corresponding securities shall be sold;

• 6) Resolves that the Board of Directors shall, within the limits set above, be vested with the necessary powers, with the ability to further delegate in accordance with legal provisions, particularly for the purposes of setting the terms for the issue(s), determining the form, nature and characteristics of securities giving access to the capital, setting the issue prices and the methods for paying up shares and any other securities to be issued and where applicable, recording the completion of consecutive capital increases, amending the Articles of Association accordingly, taking, if necessary, all measures to preserve the rights of holders of securities giving access to the capital, charging, on its sole initiative, the costs of capital increases to the premiums relating thereto and drawing from such premiums the amounts required to bring the statutory reserve to one-tenth of the new share capital after each capital increase and generally, completing all necessary measures, entering into all agreements and carrying out all formalities to properly complete the intended issues.

• 7) Resolves that the Board of Directors shall not, unless previously authorized by the Shareholders' Meeting, use this delegation of powers 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.

• 8) Sets at 26 months, as of the date of this Meeting, the term of validity of this delegation.

• 9) Duly notes that this delegation cancels, as from this date, and, where applicable, for the outstanding part, any previous delegation for the same purpose.

Twenty-third resolution - Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or debt instruments, without preferential subscription rights for shareholders, with the option to confer a priority right, by public offering (except offers referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code) and/or as consideration for securities transferred under a public exchange offer, duration of the delegation, maximum nominal amount of capital increases, issue price, option to limit the issue to the amount of subscriptions or to distribute unsubscribed securities, non-exercise during public offerings

The Shareholders' Meeting, having met the quorum and majority requirements for extraordinary shareholders'

meetings, having considered the report of the Board of Directors and the special report of the statutory auditors, and pursuant to the provisions of the French Commercial Code, in particular its Articles L.225-129-2, L.225-136, L.22-10-51, L.22-10-52, L.22-10-54 and L.228-92:

1) Delegates its authority to the Board of Directors, with the ability to further delegate under the conditions set by law, for the purpose of carrying out, in France or abroad, the issue, on one or more occasions, in such proportions and at such times as it shall determine, by way of public offering except for offers referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, either in euros or in foreign currencies, or in any other monetary unit established by reference to a basket of currencies, of:

• − ordinary shares,

• − and/or securities giving access to capital and/or debt instruments,

Page 8 of 18

The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

In accordance with Article L.228-93 of the French Commercial Code, securities to be issued could give access to ordinary shares to be issued by any company in which the Company holds directly or indirectly more than half of the share capital (a "subsidiary").

These securities may be issued in consideration for securities transferred to the Company under a public exchange offer for securities meeting the terms set forth by Article L.22-10-54 of the French Commercial Code.

• 2) Hereby resolves that the maximum nominal amount of ordinary shares that may be issued, whether immediately or in the future, pursuant to this delegation, shall not exceed €14.5 million (i.e., on an indicative basis, 9.14% of the share capital as of December 31, 2023) it being specified (i) that will be added to this cap, if applicable, the nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the Company's capital; (ii) that this cap represents the overall nominal sub-cap on which will be deducted any share capital increase carried out under the 24th and 26th resolutions of this Meeting (excluding any nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the capital); and (iii) that this overall nominal sub-cap will be deductible from the overall cap for share capital increases of €50 million set by the 22nd resolution of this Meeting or, if applicable, from the overall cap set by a resolution of the same nature which could replace said resolution during the term of validity of this delegation of authority.

  The nominal amount of the debt instruments on the Company that may be issued pursuant to this delegation shall not exceed €1,500 million. This amount shall be deducted from the cap on the nominal amount of debt instruments provided for in the 22nd resolution of this Meeting.

• 3) Resolves to waive the preferential subscription right of shareholders on ordinary shares and securities giving access to the capital and/or to debt instruments covered by this resolution, while giving the Board of Directors the option to confer on shareholders a priority right of a minimum of 3 trading days covering the entire issue by way of a public offering pursuant to this resolution that shall be implemented by the Board of Directors in accordance with the law.

• 4) Resolves that the amount to which the company is or will be entitled for each of the ordinary shares issued under this delegation of authority, after taking into account, where free-standing share warrants are issued, of the issue price of such warrants, shall be determined in accordance with applicable legal and regulatory provisions at the time when the Board of Directors uses the delegation, after adjusting, if necessary, this amount to take account of the difference in entitlement dates.

• 5) Resolves that, in the event of securities being issued in consideration for securities transferred to the company under a public exchange offering, the Board of Directors shall, under the terms of Article L. 22-10-54 of the French Commercial Code and within the foregoing limits, be vested with the necessary powers to draw up the list of securities contributed to the exchange, set the conditions for the issue, the exchange parity and, where applicable, any additional amount payable in cash, and shall determine the terms and procedures for the issue.

• 6) Resolves that, if the subscriptions have not absorbed the entire issue as referred to in 1) above, the Board of Directors may opt as follows, to:

  • − limit the amount of the issue to the amount subscribed, where applicable within the limits specified by the regulations,

  • − freely allocate all or part of the unsubscribed securities.

• 7) Resolves that the Board of Directors shall, within the limits set above, be vested with the necessary powers, with the ability to further delegate in accordance with legal provisions, particularly for the purposes of setting the terms of the issue(s), determining the form, nature and characteristics of the securities to be created giving access to the capital, setting the issue prices and the methods for paying up the shares and any other securities to be issued where applicable, recording the completion of the consecutive capital increases, amending the articles of association accordingly, taking, if necessary, all measures to preserve the rights of holders of securities giving access to the capital, the holders of options to subscribe or purchase shares, of rights to bonus shares, charging,

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The present document is a translation into English of the "Avis préalable à l'Assemblée" notice published in the

Bulletin des Annonces Légales Obligatoires dated March 18, 2024 (No 34).

The present translation is provided for information purposes only.

on its sole initiative, the costs of capital increases against the premiums relating thereto and withdrawing from such premiums the amounts necessary to bring the statutory reserve to one-tenth of the new share capital after each capital increase and generally, completing all necessary measures, entering into all agreements and carrying out all formalities to properly complete the intended issues.

• 8) Resolves that the Board of Directors shall not, unless previously authorized by the Shareholders' Meeting, use this delegation of powers 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.

• 9) Sets at 26 months, as of the date of this Meeting, the term of validity of this delegation.

• 10) Duly notes that this delegation cancels, as from this date, and, where applicable, for the outstanding part, any previous delegation for the same purpose.

Twenty-fourth resolution - Delegation of authority to be given to the Board of Directors for the issue of ordinary shares and/or securities giving access to the capital (of the Company or of a subsidiary) and/or debt instruments, without preferential subscription rights for shareholders by an offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, duration of the delegation, maximum nominal amount of capital increases, issue price, option to limit the issue to the amount of subscriptions or to distribute unsubscribed securities, non-exercise during public offerings

The Shareholders' Meeting, having met the quorum and majority requirements for extraordinary shareholders'

meetings, having considered the report of the Board of Directors and the special report of the statutory auditors, and pursuant to the provisions of the French Commercial Code, in particular, its Articles L.225-129-2, L.225-136, L. 22-10-52 and L.228-92:

1)Delegates its authority to the Board of Directors, with the ability to further delegate under the conditions set by law, for the purpose of carrying out, in France or abroad, the issue, on one or more occasions, in such proportions and at such times as it shall determine, by an offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial code, either in euros or in foreign currencies, or in any other monetary unit established by reference to a basket of currencies, of:

• − ordinary shares,

• − and/or securities giving access to capital and/or debt instruments,

In accordance with Article L. 228-93 of the French Commercial Code, securities to be issued could give access to the ordinary shares to be issued by any company in which the Company holds, directly or indirectly, more than half of the share capital (a "subsidiary").

2) Hereby resolves that the maximum nominal amount of ordinary shares that may be issued, whether immediately or in the future, pursuant to this delegation, shall not exceed €7.2 million (i.e., on an indicative basis, 4.54% of the share capital as of December 31, 2023), amount to which will be added, if applicable, the nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the Company's capital.

The maximum nominal amount of the share capital increases that may be carried out, whether immediately or in the future, under the present delegation of authority (excluding any nominal amount of the capital increase required to preserve as required by law and, where applicable, by contractual stipulations providing for other preservation modalities, the rights of right holders or of bearers of securities giving access to the capital) will be deducted from the overall nominal sub-cap for capital increases set by the 23rd resolution of this Meeting, which is to be deducted from the overall nominal cap for capital increases set by the 22nd resolution of this Meeting, or, if applicable, on the amount of the caps set by resolutions of the same nature which could replace said resolutions during the term of validity of the present delegations.

The nominal amount of the debt instruments on the Company that may be issued pursuant to this delegation shall not exceed €1,500 million. This amount shall be deducted from the cap on the nominal amount of debt instruments provided for in the 22nd resolution of this Meeting.

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Teleperformance SE published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 18:14:06 UTC.