TECHNICOLOR_REGISTRATION_DOCUMENT_2017

6 - FINANCIAL STATEMENTS Notes to the Parent Company Financial Statements

The exercise prices of the various plans were set without the application of a discount. In accordance with Article L. 225-184 of the French Commercial Code: in 2016, 1,802,677 options were exercised as part of the ■ Management Incentive Plan (MIP 2015 and MIP 2016); in 2017, 436,461 options were exercised as part of the Management ■ Incentive Plan MIP 2015. Key management compensation 10.3. Total compensation that will be paid in 2018 to Board Members of the Company for the 2017 financial year amounted to €709,000. The amounts due to non-resident for French tax purposes are subject to a withholding tax. The amount of the fixed and variable compensation paid by Technicolor SA to the CEO for the fiscal year 2017 amounts to €284,173. The exercise of the options is subject to the continuance of employment and to a performance condition tied to the consolidated Free Cash Flow.

Following the Board of Directors’ reviews, on February 18, 2015, on February 18, 2016 and on February 22, 2017 of the level of achievement of the Free Cash Flow performance condition for fiscal years 2014, 2015 and 2016, 1,393,432 options became exercisable by the CEO on May 23, 2015, 696,716 options became exercisable on May 23, 2016 and the last tranche of 25% of the stock options awarded (696,716 options) became exercisable on May 23, 2017. The CEO is a beneficiary of a Long-Term Management Incentive Plan (LTIP 2016) approved by the Board of Directors on April 29, 2016. He has been granted 270,000 performance share rights under this plan. The vesting of these performance share rights is subject to the terms and conditions laid down in the plan rules. Inter alia, they specify that the performance shares will vest on April 30, 2019 subject to a condition of presence within the Group and the achievement of two performance objectives, with respect to Adjusted EBITDA and Free Cash Flow. The CEO, as other managers of the Group, is a beneficiary in 2017 of the 2017 Long-Term Incentive Plan (LTIP 2017) approved by the Board of Directors on March 9, 2017. He has been granted 380,000 share rights under this plan. The vesting of these performance share rights is subject to the terms and conditions laid down in the plan rules. Inter alia, they specify that the performance shares will vest on April 30, 2020 subject to a condition of presence within the Group and the achievement of two performance objectives, with respect to Adjusted EBITDA and Free Cash Flow.

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TECHNICOLOR REGISTRATION DOCUMENT 2017