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Teleperformance SE
AGM Information • Apr 14, 2023
1695_iss_2023-04-14_26f5abe4-64bc-4d70-951e-a1ff765af22b.pdf
AGM Information
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PRESS RELEASE
Combined Shareholders' Meeting of April 13, 2023
PARIS, April 14, 2023 – Teleperformance SE's Combined General Meeting was held on April 13, 2023 in Paris under the chairmanship of Daniel Julien, Chairman and CEO of the Group.
Shareholders adopted all the resolutions submitted to their vote.
They notably approved:
- the 2022 parent company and consolidated financial statements;
- the proposed dividend of €3.85 per share, up +16.7% compared with the previous year: the ex-dividend date is April 21, 2023 and the payment date is April 25, 2023;
- the renewal of the terms of office of three directors: Ms. Christobel Selecky, Ms. Angela Maria Sierra-Morena and Mr. Jean Guez;
- the appointment of Mr. Varun Bery and Mr. Bhupender Singh as directors. These appointments will continue to strengthen the Board's diversity in terms of experience, expertise, and nationalities;
- the information on the remuneration of directors and corporate officers as well as their remuneration policy, described in the corporate governance report included in the 2022 Universal Registration Document.
The approval of all the resolutions presented at the General Meeting* reflects the Group's ongoing commitment to meet the expectations of its shareholders and adopt best practices in corporate governance.
* Voting results provided in the appendix to this press release and available on Teleperformance's corporate website (www.teleperformance.com – Investors / General Meetings section).
Teleperformance SE (Societas Europaea). Share capital of €147,802,105. 301 292 702 RCS Paris. 21-25 rue Balzac, 75406 Paris Cedex 08 France. Siret 301 292 702 00059. Code APE 6420Z.
ABOUT TELEPERFORMANCE GROUP
Teleperformance (TEP – ISIN: FR0000051807 – Reuters: TEPRF.PA - Bloomberg: TEP FP), a global leader in outsourced digital integrated business services, serves as a strategic partner to the world's largest companies in many industries. It offers a One Office support services model including end-to-end digital solutions, which guarantee successful customer interaction and optimized business processes, anchored in a unique, comprehensive high touch, high tech approach. More than 410,000 employees, based in 91 countries, support billions of connections every year in over 300 languages and 170 markets, in a shared commitment to excellence as part of the "Simpler, Faster, Safer" process. This mission is supported by the use of reliable, flexible, intelligent technological solutions and compliance with the industry's highest security and quality standards, based on Corporate Social Responsibility excellence. In 2022, Teleperformance reported consolidated revenue of €8,154 million (US\$8.6 billion, based on €1 = \$1.05) and net profit of €645 million.
Teleperformance shares are traded on the Euronext Paris market, Compartment A, and are eligible for the deferred settlement service. They are included in the following indices: CAC 40, STOXX 600, S&P Europe 350, MSCI Global Standard and Euronext Tech Leaders. In the area of corporate social responsibility, Teleperformance shares are included in the CAC 40 ESG since September 2022, the Euronext Vigeo Euro 120 index since 2015, the EURO STOXX 50 ESG index since 2020, the MSCI Europe ESG Leaders index since 2019, the FTSE4Good index since 2018 and the S&P Global 1200 ESG index since 2017.
For more information: www.teleperformance.com Follow us on Twitter: @teleperformance
CONTACTS
FINANCIAL ANALYSTS AND INVESTORS Investor relations and financial communication department TELEPERFORMANCE Tel: +33 1 53 83 59 15 [email protected]
PRESS RELATIONS Europe Karine Allouis – Laurent Poinsot IMAGE7 Tel: +33 1 53 70 74 70 [email protected]
PRESS RELATIONS Americas and Asia-Pacific Nicole Miller TELEPERFORMANCE Tel: +1 629-899-0675 [email protected]
Teleperformance SE (Societas Europaea). Share capital of €147,802,105. 301 292 702 RCS Paris. 21-25 rue Balzac, 75406 Paris Cedex 08 France. Siret 301 292 702 00059. Code APE 6420Z.
APPENDIX:
VOTING RESULTS OF THE COMBINED SHAREHOLDERS' MEETING OF APRIL 13, 2023
| Ordinary | Extraordinary | |
|---|---|---|
| Number of shares composing the share capital | 59,120,842 | 59,120,842 |
| Number of shares with voting rights: | 58,372,199 | 58,372,199 |
| Number of shareholders represented or voting by post: | 5,488 | 5,484 |
| Number of shares owned by shareholders represented or voting by post | 43,053,544 | 43,053,257 |
| Number of voting rights owned by shareholders represented or voting by post: | 44,188,050 | 44,187,763 |
| Quorum | 73.76% | 73.76% |
| FOR | AGAINST | NON EXPRESSED VOTES |
RESULTS | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | ||||||
| As an Ordinary Shareholders' Meeting | ||||||||||
| 1. Approval of the statutory financial statements for the year ended December 31, 2022 |
44,146,793 | 99.98% | 7,369 | 0.02% | 33,888 | Adopted | ||||
| 2. Approval of the consolidated financial statements for the year ended December 31, 2022 |
44,147,795 | 99.98% | 7,369 | 0.02% | 32,886 | Adopted | ||||
| 3. Appropriation of 2022 results - Determination of dividend amount and payment date |
44,179,060 | >99.99% | 3,455 | <0.01% | 5,535 | Adopted | ||||
| 4. Special report of the statutory auditors on regulated agreements and commitments – Acknowledgement of the absence of new agreements |
44,178,546 | >99.99% | 3,550 | <0.01% | 5,954 | Adopted | ||||
| 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 |
39,637,568 | 90.38% | 4,217,362 | 9.62% | 333,120 | Adopted | ||||
| 6. Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2022 financial year or granted in respect of the 2022 financial year to Mr. Daniel JULIEN, Chairman and Chief Executive Officer |
32,317,009 | 74.63% | 10,985,937 | 25.37% | 885,104 | Adopted | ||||
| 7. Approval of the fixed, variable and exceptional elements comprising the total remuneration and the benefits of all kind paid in the 2022 financial year or granted in respect of the 2022 financial year to Mr. Olivier RIGAUDY, Deputy Chief Executive Officer |
33,265,495 | 76.82% | 10,037,439 | 23.18% | 885,116 | Adopted | ||||
| 8. Approval of the remuneration policy for directors |
43,720,092 | 99.69% | 136,392 | 0.31% | 331,566 | Adopted | ||||
| 9. Approval of the remuneration policy for the Chairman and Chief Executive Officer |
35,341,992 | 80.11% | 8,774,439 | 19.89% | 71,619 | Adopted | ||||
| 10. Approval of the remuneration policy for the Deputy Chief Executive Officer |
35,322,298 | 80.06% | 8,795,648 | 19.94% | 70,104 | Adopted | ||||
| 11. Renewal of the term of office of Ms. Christobel SELECKY as a director |
43,612,152 | 98.71% | 569,180 | 1.29% | 6,718 | Adopted | ||||
| 12. Renewal of the term of office of Ms. Angela Maria SIERRA-MORENO as a director |
43,613,518 | 98.71% | 569,435 | 1.29% | 5,097 | Adopted | ||||
| 13. Renewal of the term of office of Mr. Jean GUEZ as a director |
36,077,344 | 82.22% | 7,800,754 | 17.78% | 309,952 | Adopted |
Teleperformance SE (Societas Europaea). Share capital of €147,802,105. 301 292 702 RCS Paris. 21-25 rue Balzac, 75406 Paris Cedex 08 France. Siret 301 292 702 00059. Code APE 6420Z.
| FOR | AGAINST | NON EXPRESSED VOTES |
RESULTS | |||||
|---|---|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | ||||
| 14. | Appointment of Mr. Varun BERY, as a director, to replace Mr. Robert PASZCZAK | 44,157,521 | 99.95% | 23,597 | 0.05% | 6,932 | Adopted | |
| 15. | Appointment of Mr. Bhupender SINGH, as a director, to replace Mr. Stephen WINNINGHAM | 44,031,971 | 99.66% | 150,201 | 0.34% | 5,878 | Adopted | |
| 16. | Appointment of PricewaterhouseCoopers Audit SAS, in replacement of KPMG Audit IS, as statutory auditor | 44,163,430 | 99.96% | 18,231 | 0.04% | 6,389 | Adopted | |
| 17. | Renewal of the term of office of Deloitte & Associés SA, as statutory auditor | 37,417,235 | 84.69% | 6,764,474 | 15.31% | 6,341 | Adopted | |
| 18. | 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 |
43,494,567 | 98.49% | 667,633 | 1.51% | 25,850 | Adopted | |
| As an Extraordinary Shareholders' Meeting | ||||||||
| 19. | Authorization to be given to the Board of Directors to cancel the shares repurchased by the Company pursuant to the provisions of Article L. 22-10-62 of the French Commercial Code, duration of the authorization, cap |
44,175,711 | 99.99% | 5,925 | 0.01% | 6,127 | Adopted | |
| 20. | Delegation of authority to be given to the Board of Directors to increase the share capital by capitalization of reserves, profits and/ or premiums, maximum nominal amount of share capital increases, treatment of fractional shares |
44,142,002 | 99.91% | 40,711 | 0.09% | 5,050 | Adopted | |
| 21. | Delegation 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 |
42,591,909 | 96.40% | 1,590,107 | 3.60% | 5,747 | Adopted | |
| 22. | Powers for formalities | 44,177,292 | >99.99% | 3,521 | <0.01% | 6,950 | Adopted |
Teleperformance SE (Societas Europaea). Share capital of €147,802,105. 301 292 702 RCS Paris. 21-25 rue Balzac, 75406 Paris Cedex 08 France. Siret 301 292 702 00059. Code APE 6420Z.