Voluntary Public Cash and Exchange Offer on Majorel Group Luxembourg SA

F.A.Q

Contents
Disclaimer...................................................................................................................................................... 2
1. Who ini�ated the Offer and what is the scope of the Offer? ........................................................... 4
2. What is the price of the Offer? ......................................................................................................... 4
3. What is the ra�onale for the transac�on? ........................................................................................ 4
4. What is the dura�on of the acceptance period of the Offer?........................................................... 4
5. What is the opinion of Majorel regarding the Offer? ....................................................................... 5
6. Who are Bertelsmann and Saham and what is their posi�on regarding the Offer? ......................... 5
7. To which condi�ons is the Offer linked? When do you expect that all condi�ons be fulfilled? ....... 5
8. What are the reduc�on mechanism in case of over subscrip�on of the share considera�on
branch? ......................................................................................................................................................... 5
9. Is there any restric�on to tender applying to a shareholder located outside of the Netherlands? . 6
10. When will the payment be made for the shares tendered in the Offer?.......................................... 6
11. How can I tender my shares/par�cipate in the Offer? ..................................................................... 6
12. Is there a fee if I tender my shares to the Offer? .............................................................................. 7
13. What will happen if I do not tender my shares? ............................................................................... 7
14. What are the tax consequences? ...................................................................................................... 7
15. Where can I find the documenta�on related to the Offer? .............................................................. 7
16. Reminder of the calendar for the Offer ............................................................................................ 8

This document shall be read in conjunc�on with the Offer Memorandum dated 11 August 2023 that has
been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten;
the "AFM") as an offer memorandum (biedingsbericht) under Ar�cle 5:76 of the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht; the "W�").

For further informa�on: majorel_tp_pto@squarewell-partners.com

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Disclaimer
This document is for information purposes only and does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities in Teleperformance or Majorel. Any offer will be made only by means of the Offer
Memorandum approved by the AFM and subject to the restrictions set forth therein.
The Offer may, in certain countries, be restricted by specific regulations or restrictions. The Offer and this e-mail are
not addressed, in whole or in part, directly or indirectly, to persons subject to such restrictions and will not be accepted
from any country where the Offer is subject to restrictions or would require any registration, approval filing or similar
action with any regulatory authority. Consequently, by clicking the below links, you are required to keep informed of
the applicable legal or regulatory restrictions and comply with them. If you are in any doubt as to your eligibility to
participate in the Offer, you should contact your professional advisor immediately. To the fullest extent permitted by
applicable law, Teleperformance disclaims any responsibility or liability for the violation of any such restrictions by
any person.

Note to U.S persons and en��es:

The Offer is being made by the Offeror, a French company whose shares are listed on Euronext Paris, for the Shares
in Majorel, a Luxembourg company whose shares are listed on Euronext Amsterdam, and is subject to Dutch,
Luxembourg and French disclosure and procedural requirements, which differ from those of the United States. It is
important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure
and takeover laws and regulations in the Netherlands, France and/or Luxembourg that may be different from those
in the United States. The financial information included or referred to herein has been prepared in accordance with
non U.S. accounting standards and, accordingly, may not be comparable to the financial information of U.S.
companies or companies whose financial statements are prepared in accordance with generally accepted accounting
principles in the U.S. U.S. shareholders are referred to Section 3.2 (Information for U.S. shareholders) of the Offer
Memorandum.
The Offer is being made in the United States in compliance with, and in reliance on, the exemption provided by Rule
14d-1(c), known as the "Tier I" exemption, under the U.S. Exchange Act of 1934, as amended (the "U.S. Exchange
Act").
Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or pursuant to an exemption from such registration. The Offeror Shares to be
issued in connection with the settlement of the Offer are not, and will not be, registered under the U.S. Securities Act
or under the securities laws of any jurisdiction of the United States and will be issued to Shareholders in the United
States in reliance on the exemption from registration provided by Rule 802 under the Securities Act and in reliance on
available exemptions from any state law registration requirements.
It may be difficult for U.S. shareholders to enforce their rights and claims arising out of the U.S. federal securities laws,
since Teleperformance and Majorel are located in a country other than the United States, and some or all of their
12/12 officers and directors may be residents of a country other than the United States. U.S. shareholders may not
be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities
laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's
judgment.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission or other regulatory
authority has approved or disapproved the Offer or the Offeror Shares to be issued in connection with the settlement
of the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness
of the Offer Memorandum or any other documents regarding the Offer. Any declaration to the contrary constitutes a
criminal offence in the United States.
In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Teleperformance
or its nominees, or its brokers (acting as agents), or affiliates of Teleperformance's financial advisors, may from time
to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than
pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases
Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
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may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information
about such purchases, if any, will be announced by press release in accordance with Article 13 of the Decree and
posted on the website of Teleperformance.

Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
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1. Who ini�ated the Offer and what is the scope of the Offer?
Teleperformance SE ("Teleperformance" or the “Offeror”), a global leader in digital business services, announced on
April 26, 2023 and launched on August 11, 2023, a voluntary cash and share offer (the “Offer”) for all shares in
Majorel Group Luxembourg S.A. ("Majorel") (the "Shares", and each holder of such Shares, a "Shareholder").

2. What is the price of the Offer?

Teleperformance offers EUR 30 per tendered Share (the “Cash Considera�on”) for a total considera�on of EUR 3bn.
Shareholders can alterna�vely elect to receive Teleperformance shares at an exchange ra�o of 30/217
Teleperformance share (the “Teleperformance Shares” or the “Offeror Shares”) for each tendered Share (the “Share
Considera�on”). A maximum of 4,608,295 Offeror Shares is available for issue under the Share Considera�on (i.e., a
maximum of 33,333,334 Shares can be exchanged for Offeror Shares), being one third of the total Offer
Considera�on.
The Cash Considera�on represents a premium of 43.2% over the closing price per Share of EUR 20.95 on Euronext
Amsterdam on April 25, 2023 (the "Reference Date"). The Share Considera�on implies a premium of 34.4% over the
closing price per Share of EUR 20.95 on Euronext Amsterdam on the Reference Date (based on the closing price per
Offeror Share of EUR 203.70 on Euronext Paris on the Reference Date).

3. What is the ra�onale for the transac�on?

The combina�on between Teleperformance and Majorel will create a EUR 10.2 billion (based on financial
informa�on as at 31 December 2022) revenue digital business services organiza�on with a strong presence in all
major economies of the world.
The transac�on has strong strategic interests including, but not limited to, complementary capabili�es in a number
of geographies, an increased presence in Asia-Pacific and Africa, the deepening of exper�se across ver�cals with a
highly diversified client por�olio, etc.
Material synergies are expected to range between EUR 100-150 million, through higher efficiencies, increased scale,
enhanced poten�al for new product development, and sharing of best prac�ces.
Teleperformance intends to con�nue the business expansion by cross-fer�liza�on of exis�ng clients of the Offeror
and Majorel either on products and on geographies. In addi�on, the intent of the Offeror is to con�nue developing
new products to Majorel’s client por�olio, in par�cular in ar�ficial intelligence and digital.
For further details please refer to Sec�ons 6.1 “Background and Initial Announcement” and 6.2 “Rationale for the
Transaction” of the Offer Memorandum.

4. What is the dura�on of the acceptance period of the Offer?

The Offer Period opened on 14 August 2023 at 09:00 hours CET and will close on 20 October 2023 at 17:40 hours
CET, unless the Offer period is extended.
Within the three business days following the closing of the Offer Period, the Offeror will declare the Offer
uncondi�onal (gestand doen) subject to the sa�sfac�on or waiver of the Offer Condi�ons as set out in to Sec�on 6.7
“Offer Conditions, satisfaction and waiver” of the Offer Memorandum (please refer to ques�on 7 of this F.A.Q).
Once the Offer is declared uncondi�onal (gestand doen), the Offeror will, within the three following business days,
announce the opening of a post-acceptance period of two weeks.

Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
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For further details please refer to Sec�ons 5.4 “Offer Period (aanmeldingstermijn)”, 5.5 “Declaring the Offer
unconditional (gestanddoening)”, 5.6 “Extension of the Offer Period” and 5.8 “Post-Acceptance Period (na-
aanmeldingstermijn)” of the Offer Memorandum.

5. What is the opinion of Majorel regarding the Offer?

On August 11, 2023, Majorel published on its website the Posi�on Statement se�ng out the posi�on of Majorel’s
management and supervisory boards, which unanimously support the Offer and recommend the Shareholders to
accept the Offer and to tender their Shares pursuant to the Offer.

6. Who are Bertelsmann and Saham and what is their posi�on

regarding the Offer?
Bertelsmann Luxembourg S.à r.l. ("Bertelsmann"), and Saham Customer Rela�onship Investments Limited and Saham
Outsourcing Luxembourg S.à r.l. (together, "Saham") are Majorel’s main shareholders, each of them holding
(indirectly) 39.49% of Majorel issued share capital.
They both entered into an irrevocable undertaking with Teleperformance to tender their Shares to the Offer and to
elect the Share Considera�on for all such Shares.
Following the transac�on, and depending on whether minority Shareholders elect to receive Offeror Shares instead
of cash, Bertelsmann and Saham will each own between 2.84% and 3.59% of Teleperformance shares.

7. To which condi�ons is the Offer linked? When do you expect that

all condi�ons be fulfilled?
The Offer is condi�onal upon obtaining the clearances from the relevant an�trust authori�es. As set out in the Offer
Memorandum, it is expected that this Offer Condi�on will be fulfilled in Q4 2023. In addi�on, the Offer is condi�onal
upon (i) no no�fica�on having received from the AFM sta�ng that pursuant to sec�on 5:80 of the Dutch Financial
Services Act, investment firms would not be allowed to cooperate with the setlement of the Offer, and (ii) no order,
stay, judgment or decree having been issued prohibi�ng the making of the Offer. The Offer is not condi�onal on a
minimum acceptance threshold.
For further details please refer to Sec�on 6.7 “Offer Conditions, satisfaction and waiver” of the Offer Memorandum.

8. What is the reduc�on mechanism in case of oversubscrip�on of

the Share Considera�on?
Since Bertelsmann and Saham irrevocably undertook to elect the Share Considera�on for all their Shares, the Share
Considera�on is expected to be oversubscribed due to the absolute number of maximum Offeror Shares to be issued
under the Share Considera�on.
To deal with such over subscrip�on, the Offeror Shares will be allocated among the Shareholders that elected the
Share Considera�on on a pro rata basis according to the number of Shares tendered to the Share Considera�on
branch (based on the cumula�ve results of the Offer period and the post-acceptance period).

Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
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In respect of the remaining tendered Shares that could not be exchanged for Offeror Shares, such Shareholders will
receive the corresponding Cash Considera�on on the Second Setlement Date (as defined in the Offer Memorandum,
please also refer to ques�on 10 of this F.A.Q.).
For more details regarding the reduc�on mechanism, please refer to Sec�on 5.2 “Offer Consideration” of the Offer
Memorandum.

9. Is there any restric�on to tender applying to a shareholder

located outside of the Netherlands?
The Offer is made in, and from, the Netherlands with due observance of the statements, condi�ons and restric�ons
included in the Offer Memorandum. The making of the Offer in jurisdic�ons other than the Netherlands may be
restricted or prohibited by Law. This informa�on is not addressed, in whole or in part, directly or indirectly, to persons
subject to such restric�ons and will not be accepted from any country where the Offer is subject to restric�ons or
would require any registra�on, approval filing or similar ac�on with any regulatory authority. Consequently, you are
required to keep informed of the applicable legal or regulatory restric�ons and comply with them. If you are in any
doubt as to your eligibility to par�cipate in the Offer, you should contact your professional advisor immediately. To
the fullest extent permited by applicable law, Teleperformance disclaims any responsibility or liability for the
viola�on of any such restric�ons by any person.

10. When will the payment be made for the shares tendered in the
Offer?
First Setlement Date: No later than five business days a�er 20 October 2023, unless the Offer period is extended,
the Offeror will pay the Cash Considera�on for each Share tendered during the Offer period against the Cash
Considera�on.
Second Setlement Date: No later than five business days a�er the closing of the post-acceptance period, the Offeror
will pay:
(i) The Cash Considera�on for each Share tendered during the post-acceptance period against the Cash
Considera�on; and
(ii) the Share Considera�on for each Share tendered during the Offer period or the post-acceptance
period against the Share Considera�on, together with the corresponding Cash Considera�on
determined in accordance with the reduc�on mechanism (see ques�on 8).

11. How can I tender my shares/par�cipate in the Offer?

Shareholders should contact their financial intermediary to make their acceptance of the Offer known.
Please note the relevant custodian, bank or stockbroker may set an earlier deadline than dates and �mes noted in
the Offer Memorandum in order then to communicate acceptances to the setlement agent in a �mely manner.
Shareholders should contact their financial intermediary to obtain informa�on about the deadline by which they
must send instruc�ons to the financial intermediary to accept the Offer.

Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
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12. Is there a fee if I tender my shares to the Offer?

No costs will be charged to Shareholders by the Offeror or the Company for tendering their Shares. However,
Shareholders may be charged certain fees by Admited Ins�tu�ons or their custodians, banks or stockbrokers.
Shareholders should therefore consult their Admited Ins�tu�on, custodian, bank or stockbroker regarding any
charges.

13. What will happen if I do not tender my shares?

It is the inten�on of Teleperformance to ul�mately acquire 100% of the Shares or assets and opera�ons of Majorel.
If Teleperformance holds at least 95% of the capital and vo�ng rights in Majorel following the Second Setlement
Date (as defined in the Offer Memorandum), it may implement a squeeze-out for the remaining Shares. If
Teleperformance does not reach this 95% threshold, Teleperformance may implement post-setlement restructuring
measures such as a subsequent public offer, a statutory legal merger or demerger (in accordance with Luxembourg
Law), a contribu�on of cash and/or assets, a sale and transfer of assets and liabili�es, etc. For more details regarding
the post-setlement restructuring measures, please refer to Sec�on 6.13.6 “Post-Settlement Restructurings” of the
Offer Memorandum. Furthermore, Teleperformance may seek to procure the delis�ng of the Shares from Euronext
Amsterdam.
Shareholders who consider not tendering their Shares are advised to review Sec�ons 6.13 “Consequences of the
Offer for non-tendering Shareholders” and 6.14 “Governance of the Company as at the Second Settlement Date” of
the Offer Memorandum in par�cular.

14. What are the tax consequences?

Shareholders are invited to seek independent financial and/or tax advice to obtain all necessary informa�on based
on their personal and/or specific situa�on.
“Principal Luxembourg and French Tax consequences” are provided in Sec�on 9 of the Offer Memorandum.

15. Where can I find the documenta�on related to the Offer?

Digital copies of the Offer Memorandum are available on the website of the Offeror
(htps://www.teleperformance.com/en-us/investors/publica�ons-and-events/acquisi�on-of-majorel/)
Copies of the Offer Memorandum are also available free of charge at the office of the setlement agent:
ABN AMRO Bank N.V.
Corporate Broking and Issuer Services HQ7212
Gustav Mahlerlaan 10
1082 PP, Amsterdam
The Netherlands
Any further announcements from Teleperformance in rela�on to the Offer will be made by press release made
available on its website (htps://www.teleperformance.com/en-us/investors/publica�ons-and-events/acquisi�on-
of-majorel/).

Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023

16. Reminder of the calendar for the Offer
Expected date and �me (all �mes are CET)
11 August 2023
11 August 2023
14 August 2023, 09:00 hours
20 October 2023, 17:40 hours
No later than three (3) business days a�er
the Closing Date
No later than five (5) business days a�er the
Closing Date
No later than three (3) business days a�er
the Uncondi�onal Date
No later than five (5) business days a�er the
last day of the post-acceptance period
Voluntary Public Cash and Exchange Offer on Majorel | Teleperformance | F.A.Q – Sept. 2023
8
Event
Press release announcing the commencement of the Offer period
and the availability of this Offer Memorandum, the Universal
Registra�on Document, the Amendment to the Universal
Registra�on Document and the Exemp�on Document
Press release announcing the availability of the Posi�on
Statement
Commencement of the Offer period in accordance with Ar�cle 14,
Paragraph 2 of the Decree
Closing Date and Closing Time:
Deadline for tendering Shares during the Offer period, unless the
Offer is extended in accordance with Sec�on 5.6 (Extension of the
Offer Period) of the Offer Memorandum and Ar�cle 15 of the
Decree
Uncondi�onal Date:
The date on which the Offeror will publicly announce whether the
Offer is declared uncondi�onal (gestand wordt gedaan) in
accordance with Ar�cle 16 of the Decree
First Setlement Date:
The date on which, in accordance with the terms and condi�ons
of the Offer, the Offeror will pay the Cash Considera�on for each
tendered Share tendered during the Offer period against the Cash
Considera�on
Post-Acceptance Period:
If the Offer is declared uncondi�onal (gestand wordt gedaan), the
Offeror will publicly announce a post-acceptance period of two (2)
weeks, in accordance with Ar�cle 17 of the Decree. The
post-acceptance period will commence on the first business day
following the announcement of the post-acceptance period.
Second Setlement Date:
The date on which, in accordance with the terms and condi�ons
of the Offer, the Offeror will pay (i) the Cash Considera�on for
each tendered Share tendered during the post-acceptance period
against the Cash Considera�on and (ii) the Share Considera�on
together with the corresponding Cash Considera�on for the
Shares that cannot be exchanged for Offeror Shares due to
oversubscrip�on for the Share Considera�on for each tendered
Share tendered during the Offer period or the post-acceptance
period against the Share Considera�on.