TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Compensation

Performance and Restricted Share Plans in existence as of December 31, 2017 (Table No. 9 of Annex 3 to the AFEP-MEDEF Corporate Governance Code)

Restricted Shares Plan 2013

LTIP 2016

LTIP 2017

Date of Shareholders’ Meeting Date of Board of Directors’ meeting

May 23, 2013 Oct. 24, 2013

Apr. 29, 2016 Apr. 29, 2016 Jul. 27, 2016 Oct. 20, 2016

Apr. 29, 2016 Jan 6, 2017 March 9, 2017 Apr.26, 2017 Jul. 26, 2017

Number of shares initially granted, including: Number of shares granted to Directors and Officers (1) : Frédéric Rose Number of shares granted to the top ten employee beneficiaries

1,604,000

3,040,500

4,507,500

0

270,000 840,000

380,000 1,509,000

1,250

Acquisition date

Nov. 6, 2017

Apr. 30, 2019

Apr. 30, 2020

End of the holding period Performance conditions

N/A

N/A

N/A

No

Yes

Yes

Number of shares acquired as of December 31, 2017 Number of forfeited shares since the beginning of the plan Number of forfeited shares cancelled during the 2017 exercise

779,250 824,750 100,625

-

-

435,313 154,313

244,455 244,455

Number of outstanding shares to be acquired

-

2,605,187

4,263,045

Information provided pursuant to Article L. 225-184 of the French Commercial Code. (1)

As of December 31, 2017, the total outstanding shares under the plans amounted to 6,868,232 shares, i.e. 1.66% of the share capital as of December 31, 2017.

In accordance with Article L. 225-184 of the French Commercial Code, it is noted that 779,750 shares were acquired in 2017 under those plans.

Long-Term Incentive Plan – LTIP 2017 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its twenty eighth resolution, granted Performance Shares. The table below summarizes the characteristics of these grants.

Long-Term Incentive Plans 2017 – LTIP 2017 Shareholders’ Meeting authorizing the attributions Remunerations Committee recommending the grants

April 29, 2016 (28 th  resolution)

January 6, 2017 January 6, 2017

February 22, 2017

April 25, 2017 April 26, 2017

July 25, 2017 July 26, 2017

Board of Directors approving grants

March 9, 2017

Number of beneficiaries (as of December 31, 2017) Number of outstanding shares (as of December 31, 2017)

224

4,263,045 representing 1.03% of the share capital

Vesting period Holding Period

3 years

None except for: the members of the Executive Committee who should retain, until the term of their ■ contracts, at least 10% of the vested Performance Shares the CEO who should retain in registered form, until the end of his term of office, 20% of the ■ vested Performance Shares April 30, 2020 or as promptly as possible thereafter (subject to presence condition on that date)

Delivery Date

134

TECHNICOLOR REGISTRATION DOCUMENT 2017