Teleperformance Announces Proposed Acquisition of Majorel - Seite 4

The commencement of the Offer is subject to the satisfaction or waiver of pre-offer conditions, being:

- the AFM (Dutch Authority for the Financial Markets) having approved the offer memorandum;

- no notification having been received from the AFM stating that pursuant to section 5:80 of the Dutch Financial Services Act (DFSA), investment firms would not be allowed to cooperate with the settlement of the offer; and

- no order, stay, judgment or decree having been issued prohibiting the making of the offer.

The consummation of the any offer will be subject to the satisfaction or waiver of offer conditions, being:

- clearances from the relevant regulatory authorities;

- the AMF (French Authority for the Financial Markets) having approved the prospectus for the issue of the shares elected by the shareholders of Majorel as part of the offer consideration, if such prospectus is required under applicable law;

- no notification having been received from the AFM stating that pursuant to section 5:80 of the DFSA, investment firms would not be allowed to cooperate with the settlement of the offer;

- no order, stay, judgment or decree having been issued prohibiting the making of the offer.

The offer will not be subject to a minimum acceptance threshold.

The full details of the offer, when made, will be included in an offer memorandum that will be made available to all Majorel shareholders. Teleperformance anticipates that the offer will be presented to Majorel shareholders within 3 to 4 months from the date hereof.

Teleperformance intends to acquire all shares of Majorel with a view to proceed to delisting of Majorel. In such context, Teleperformance may, following settlement of the offer, initiate squeeze-out proceedings or other measures to obtain all shares of Majorel or all its assets and operations.

BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale are acting as financial adviser to Teleperformance, and are financing the transaction. White&Case, Ginestié Magellan Paley-Vincent, Linklaters and Latham & Watkins are acting as legal advisers to Teleperformance.

Analyst and Investor Information Meeting

Wednesday, April 26, 2023 at 2:00 p.m. CET

The announcement of the acquisition will be presented at virtual meeting on Wednesday, April 26, 2023 at 2:00 p.m CET. The presentation will be available live or for delayed viewing at:

https://channel.royalcast.com/landingpage/teleperformance/20230426_1/