technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

TABLE SUMMARIZING THE COMPENSATION, STOCK OPTIONS AND SHARES AWARDED TO MR. BRUCE HACK (TABLE NO. 1 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

2018

2017

(in euros)

Compensation due

228,000

239,000

Value of options granted

N/A N/A N/A

N/A N/A N/A

Value of performance shares granted

Value of other long-term compensation plans

TOTAL

228,000

239,000

TABLE SUMMARIZING THE COMPENSATION OF MR. BRUCE HACK (TABLE NO. 2 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

2018

2017

Amounts due

Amounts paid

Amounts due

Amounts paid

(in euros)

N/A N/A

150,000

125,000 (1)

Fixed

125,000 (1)

Variable

N/A

N/A

N/A

Directors’ fees Benefits in kind

103,000 (2)

110,000 (3)

89,000 (4)

103,000 (2)

N/A

N/A

N/A

N/A

TOTAL 228,000 For the year 2017, the fixed compensation of €150,000 was pro-rated to €125,000 to take into account the fact that he was appointed in the course of the year. (1) 228,000 110,000 239,000

Amount of Directors’ fees due paid in 2018 for 2017. (2) Amount of Directors’ fees paid in 2017 for 2016. (3) Amount of Directors’ fees paid in 2019 for 2018. (4)

TABLE SUMMARIZING THE BENEFITS AWARDED TOMR. BRUCE HACK (TABLE 11 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Employment Contract

Supplementary pension plan

Indemnifications or benefits due or likely to be due as a result of termination or change of position

Indemnifications relating to a non-compete clause

Yes

No Yes

No

Yes

No

Yes

No

X

X

X

X

Compensation and benefits of Mr. Frédéric Rose, Chief Executive Officer 4.2.1.2.2 Mr. Frédéric Rose is Chief Executive Officer of the Company since September 1, 2008. In agreement with the Board of Directors, the Chief Executive Officer has been performing, since 2015, a large part of his duties in the United States and the United Kingdom. Thus, in addition to his position as Chief Executive Officer of the Company, Mr. Rose holds the following positions: President of Technicolor USA, Inc., the Group’s holding company in the • United States; and Chairman of Technicolor Limited (UK), holding Company for the Group • in the UK.

Pursuant to a decision by the Board of Directors on October 24, 2013, Mr. Rose is bound by a minimum investment requirement in Technicolor shares. This obligation is for a number of shares equal to investing one year’s average Directors’ fees over a three-year term of office, or around €90,000 as of the date of the Board’s decision, which is doubled in the event of a renewal of his term. As of the date hereof, Mr. Rose holds 660,565 shares, thus meeting the minimum investment requirement. In accordance with Article L. 225-100 of the French Commercial Code, the Company will submit to the shareholders’ vote the following compensation items paid or granted to Mr. Frédéric Rose for the last fiscal year (resolution to be approved by the shareholders at the Annual General Meeting to be held to approve the financial statements for the fiscal year ending December 31, 2018).

These positions are positions of leadership and supervision of the Group’s operations in the United States and in the United Kingdom. They are tied to his term of office as Chief Executive Officer and shall cease with such term. He does not receive any Directors’ fees for his terms held in Group companies.

108

TECHNICOLOR REGISTRATION DOCUMENT 2018