TTEC Holdings (TH1) Risk Analysis

Kenneth D. Tuchman, our Chairman and Chief Executive Officer, directly and beneficially owns approximately 57% of our common stock. As a result, Mr. Tuchman exercises significant control over our business practices and strategy, including the ability to elect all members of our board of directors, effect stockholder actions by written consent, and determine the outcome of almost any matter submitted to a stockholder vote-such as mergers, acquisitions or dispositions of assets, incurrence of indebtedness, issuance of equity securities, and payment of dividends. Mr. Tuchman's interests may not always coincide with those of our other stockholders. His control could delay, prevent, or facilitate transactions-including changes in control or sales of substantially all of our assets-regardless of whether other stockholders support such actions. This concentrated ownership may also discourage potential acquirers or other investors from pursuing transactions involving our company, which could adversely affect the trading price of our common stock.

We are currently incorporated in the State of Delaware. Our Board of Directors and management periodically evaluate whether Delaware remains the optimal jurisdiction for our corporate domicile. As part of this ongoing assessment, we may determine that reincorporating in another jurisdiction, such as Texas or Nevada, would better serve the interests of the Company and its stockholders. There is a growing perception in corporate governance circles that certain jurisdictions outside Delaware may offer a more business-friendly legal environment, lower franchise taxes and related costs, and protections for stockholders comparable to those in Delaware. Any such reincorporation could result in changes to the corporate laws governing our internal affairs, including laws relating to directors' fiduciary duties, stockholder rights, stockholder litigation, and other matters of corporate governance. While proponents of alternative jurisdictions contend that stockholders would retain substantially similar rights and protections, there can be no assurance that the corporate laws of another jurisdiction would be as favorable to stockholders as those of Delaware, which has a well-developed body of corporate case law and is generally viewed as a predictable legal environment. If the Board determines that a change in domicile may be in the best interests of the Company and its stockholders, it may recommend that stockholders vote on such a proposal. The Board is under no obligation, however, to make any such recommendation and may ultimately decide that remaining incorporated in Delaware is the preferred course of action. Any reincorporation would require approval by the shareholders holding majority of TTEC shares. We cannot predict how stockholders, analysts, or the broader market would react to a vote to change our corporate domicile, and there is no assurance that the majority of stockholders would vote in favor of such reincorporation. Any negative reaction could materially and adversely affect the market price of our common stock.

Our restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the market price of our common stock by acting to discourage, delay or prevent a change in control of our Company or changes in our management that the stockholders of our Company may deem advantageous. These provisions, among other matters: - Authorize the issuance of ‘blank check" preferred stock that our Board of Directors could use to implement a stockholders rights plan;- Provide that special meetings of our stockholders may be called only by our Chairman, TTEC President, or our Board of Directors;- Establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at our Annual Stockholders Meeting;- Permit the Board of Directors to establish the number of directors on our Board, from time to time; and - Provide that the Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws. In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our Company, as it imposes certain restrictions on mergers, business combinations, and other transactions between holders of 15% or more of our common stock and us.

Our bylaws designate Delaware's state courts as the exclusive forum for most disputes between us and our stockholders, including U.S. federal claims and derivative actions. Most Delaware incorporated companies believe that this provision may benefit them by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges who are particularly experienced in resolving corporate disputes, efficient administration of cases relative to other forums, and protection against the burdens of multi-forum litigation. This choice of forum provision does not have the effect of causing our stockholders to waive our obligation to comply with the federal securities laws. This bylaw forum selection provision is not uncommon for companies incorporated in the State of Delaware, but it could limit our stockholders' ability to select a more favorable judicial forum for disputes with us, our directors, officers or other employees and may therefore discourage litigation. It is important to note, however, that our choice of forum provision would (i) not be enforceable with respect to any suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, and (ii) have uncertain enforceability with respect to claims under the Securities Act of 1933, as amended.