technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

COMPENSATION

ROLE OF THE EXECUTIVE COMMITTEE 4.1.5.3 The Executive Committee meets every month under the direction of the Chief Executive Officer, with an agenda determined collectively by its members. It examines questions relating to the activities of the Group. In this regard, it deals primarily with business activities, specific projects, following up on transactions and financial results, and the identification and assessment of risks. Please refer to section 3.3.2: “General control environment – Group management and decision-making processes” of this Registration Document.

Mr. Nathan Wappet joined Technicolor in 2013 in the role of Chief Operating Officer (COO) for its Creative Services Division and became COO of the Production Services Division in 2014. Mr. Wappet has some 25 years’ experience in the IT&T industries with multinational companies such as Alcatel-Lucent and HP, as well Australia’s largest carrier, Telstra. He has significant operational experience, particularly in implementing large-scale integrations as well as bringing value to an organization through a Services-based model. Mr. Wappet holds an Honors degree in Electrical & Communications Engineering from Swinburne University of Technology in Australia and an Executive Master’s Degree in Business Administration (EMBA) from the Australian Graduate School of Management (AGSM).

COMPENSATION 4.2 Compensation and benefits of Corporate Officers 4.2.1

COMPENSATION POLICY FOR 4.2.1.1 CORPORATE OFFICERS GRI [102-35] [102-36] [102-37]

With the aim of aligning the qualitative part of the variable (ii) compensation to key strategic performance, the qualitative criterion would be reviewed to include Corporate Social Responsibility and compliance criteria, In order to reduce the overall compensation level: (iii) the cap of long-term instruments (valued in accordance with • IFRS standards) that the Chief Executive Officer might be awarded will be 150% of fixed and targeted variable compensations, and should the Chief Executive Officer leave the Company and by • exception keep his rights to long-term instruments previously granted, the number of instruments to be delivered would remain subject to performance conditions and would be strictly pro-rata to the number of days elapsed from the date of the grant to his severance date, as compared to the total duration of the plan. The Board believes that these adjustments address the concerns raised by shareholders last year. The Board remains fully committed to the alignment of shareholders’ and executive officer’s interests. This report will be submitted to shareholders’ approval during the Annual General Meeting to be held to approve the financial statements for the fiscal year ending December 31, 2018.

This report on the compensation policy for Corporate Officers (mandataires sociaux) was adopted on February 27, 2019 by the Board of Directors upon recommendation by the Remunerations Committee. It describes, in accordance with Article L. 225-37-2 of the French Commercial Code, the principles and criteria for the determination, allocation and distribution of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kinds that may be granted to Corporate Officers. The compensation policy is applicable for the Chairman of the Board of Directors and the Chief Executive Officer. The Board of Directors took note of the approval ratings for the resolutions related to the compensation of Mr. Frédéric Rose at the Shareholders’ meeting of April 26, 2018 and of comments expressed by shareholders at the time of this meeting. Consequently, the Remunerations Committee and the Board reviewed the compensation policy for the Chief Executive Officer and considered the concerns expressed by shareholders. Upon recommendation of the Remunerations Committee, the Board approved the following changes: For the purpose of enhancing transparency, the amount of the (i) fixed compensation will be set forth in the compensation policy,

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Compensation policy for the Chairman of the Board of Directors 4.2.1.1.1 The office of Chairman being separated from that of Chief Executive Officer, the compensation of the Chairman will consist of the following items:

Fixed compensation

Attendance fees

Benefit in kind

(in compliance with the rules applicable to all Directors of the Company except the CEO and the Employee Director)

The Board of Directors has chosen to compensate its Chairman solely via Chairman of the Board will not be awarded any annual or multi-annual the grant of a fixed compensation and Directors' fees, in order to variable compensation and stock options or performance shares, nor will guarantee his total independence in the exercise of his duties. The he benefit from any commitment in the event of termination of his duties.

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TECHNICOLOR REGISTRATION DOCUMENT 2018