TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Compensation

Characteristics of the MIP

1 st tranche

2 nd tranche

3 rd tranche

Generation of consolidated Free Cash Flow

MIP June 2017

for fiscal year 2016 equal or greater than €100 million for fiscal year 2016 equal or greater than €240 million

for fiscal year 2017 equal or greater than €75 million for fiscal year 2017 equal or greater than €260 million 25% of the options awardedIf performance objective for 2016 not achieved: 75% of the options

for fiscal year 2018 equal or greater than €100 million for fiscal year 2018 equal or greater than €320 million 25% of the options awardedIf performance objective for 2016 and/or 2017 not achieved: options that had not become exercisable in 2017 and/or 2018 Exam of this achievement shall be realized in 2019 by the Board

Performance condition

MIP October 2017

Options becoming exercisable

50% of the options awarded

Review of the level of achievement of the performance condition

Board of Directors of February 22, 2017

Board of Directors of February 21, 2018

MIP June 2017

51,897

25,948

-

Number of options acquired at Board date

MIP October 2017 740,000

0

-

MIP June 2017

From June 26, 2017 to June 26, 2023, subject to fulfillment of the presence condition From October 19, 2017 to October 19, 2023, subject to fulfillment of the presence condition

From June 26, 2018 to June 26, 2023, subject to fulfillment of the presence condition

From June 26, 2019 to June 26, 2023, subject to fulfillment of the presence condition From October 19, 2019 to October 19, 2023, subject to fulfillment of the presence condition

Period of exercise

MIP October 2017

N/A

Management Incentive Plan 2016 – MIP 2016 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of May 23, 2013 in its fifteenth resolution, granted stock options on June 20, 2014, October 21, 2014 and April 9, 2015. The table below

summarizes the characteristics of these plans. Management Incentive Plans 2016 – MIP 2016 Shareholders’ Meeting authorizing the grants

May 23, 2013 (15 th  resolution)

Plan

MIP June 2016 June 20, 2014 June 20, 2014

MIP October 2016 October 21, 2014 October 21, 2014

MIP April 2016

Remunerations Committee recommending the grants

April 9, 2015 April 9, 2015

Board of Directors approving the grants

Beneficiaries

Additional key contributors who were promoted or hired since spring 2013

Number of beneficiaries (as of December 31, 2017)

51

Number of outstanding stock options (as of December 31, 2017)

3,949,376 representing 0,95% of the share capital (1)

Exercise price

No discount (€5.79 for MIP June 2016, €4.92 for MIP October 2016 and €5.83 for MIP April 2016) Performance condition (consolidated Free Cash Flow) ■ Condition of presence (loss of the right to exercise the option if departure from ■ the Group before the exercise date of the options)

Conditions for exercise

after the November 17, 2015 share capital increase adjustment. (1)

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TECHNICOLOR

REGISTRATION DOCUMENT 2017