Every shareholder has the right to participate in a Shareholders’ General Meeting and shareholder deliberations, in person or by proxy to another shareholder or his/her spouse, no matter how many shares he or she may hold, as long as such shares have been fully paid for.
The intention to hold a General Meeting is announced in the Bulletin des Annonces Légales Obligatoires (BALO - French Bulletin of compulsory legal notices) 35 days at least before the date of the meeting pursuant to Art. R 225-73 of the Commercial Code.
Such notice is also published on our website (www.teleperformance.com) and serves as an announcement in the BALO provided the meeting’s agenda is not modified as a result of new resolution proposals submitted by shareholders.
Further to such notice, the Shareholders’ Meeting shall be called by means of a notice published in a newspaper authorized to carry legal notices within the District in which the registered offices are located, 15 days at least before the date of the meeting.
If you own registered shares, since at least one month before the publication of the notice in the press, you will receive notice of the meeting by ordinary post at least 15 days before it is scheduled to take place. When receiving this notice, shareholders will also be provided with the following documents:
- the agenda
- a single proxy or postal voting form
- the Annual Report for the Annual Meeting or any other reports and draft resolutions for any other Meetings.
To receive these documents together with a single proxy or postal voting form, bearer shareholders shall make a request in writing to the Legal Department at the TELEPERFORMANCE Headquarters, 6-8 rue Firmin Gillot, 75015 Paris, France (or by fax: (33)1.55.76.40.71), as of the publication of the notice and at the latest six days prior to the date of the Meeting. The right to participate in the General Meeting is upheld by the accounting registration of the shares in the name of the shareholder or in that of an intermediary registered in their name in application of paragraph 7 of Article L. 228-1 of the Commercial Code, no later than the third working day prior to the Meeting concerned at 00:00 hours, Paris time, either in the register of registered shares held by the Company or in the register of bearer shares held by the authorized intermediary.
Accounting registration or entry of the shares in the register of bearer shares held by the authorized intermediary should be demonstrated by an attendance certificate issued by the latter, attached to the postal or proxy voting form or the request for letter of attendance in the name of the shareholder or to the account of the shareholder represented by the registered intermediary. A certificate shall also be delivered to any shareholder wishing to participate in person in the Meeting but who has not yet received their letter of attendance by the third working day prior to the Meeting concerned at 00:00 hours, Paris time. The quorum A shareholders meeting must obtain a quorum in order to take decisions, i.e. to be valid, decisions require the presence of shareholders or their representatives accounting for a minimum number of shares, that number varying according to the nature of the meeting. Extraordinary Shareholders Meeting:
- on first notice: one-quarter of shares to which voting rights are attached;
- on second notice: one-fifth of shares to which voting rights are attached.
Ordinary Shareholders Meeting: - on first notice: one-fifth of shares to which voting rights are attached.
- on second notice: no quorum
Majority Rule Resolutions are adopted by simple majority (50%) of shares present (or postal vote) or represented for an Ordinary General Meeting. For an Extraordinary General Meeting, a two-third majority of shares present (or postal vote) or represented is required.
Shareholders have as many votes as they have shares with voting rights. A double voting right is granted for the shares which have been registered at least four years on the name of a same shareholder, French or belonging to a member state of the EU.
People who are unable to attend a Shareholders’ General Meeting in person can choose to vote in one of three ways identified on the single proxy or postal voting form:
Postal vote
You shall tick or blacken the box beside “I wish to use the postal voting form” Proxy to the Chairman
You can give your proxy to the Chairman by ticking the box “I give power to the Chairman”. Proxy to your spouse or another shareholder
To give your proxy to your spouse or another shareholder, you shall tick the appropriate box and specify the proxy holder’s surname, first name and address. Note: To be valid, the TELEPERFORMANCE Legal Department shall receive this single form duly dated and signed at least 3 days prior to the Meeting (as provided by Article R 225-77, paragraph 3, of the Commercial Code), together with the aforementioned attendance certificate for bearer shareholders.
Notice of the Meeting published in the BALO on April 20, 2009 Result of the Combined General Meeting of May 29, 2009 (in French)
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