technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Gross amounts Comments

ANNUAL VARIABLE COMPENSATION

Annual variable compensation of Mr. Frédéric Rose (2018 fiscal year) (1) 2018 Rules set at the beginning of the fiscal year

Appraisal by the Board

Reminder: 2017

Target amount

Maximum amount

As % of fixed compen- sation

As % of fixed compen- sation

Corres- ponding amount (in euros)

Maximum amount (in euros) Achieved

Target amount (in euros)

Achieved

EBITDA objective

40% €398,086

60% €597,128 26.40% €262,737

0.00%

Free Cash Flow objective

40% €398,086

60% €597,128 0.00%

€0 22.09%

Qualitative objective

20% €199,043

30% €298,564 11.00% €109,474 20.00%

Total variable

100% €995,214 150% €1,492,821 37.40% €372,210 42.09%

Annual variable compensation, in €

€372,210 €418,851 (2) The amounts reported are converted into euros, even though they are paid in part in U.S. dollars and in pounds sterling, based on the average (1) exchange rates for 2018, i.e. £0.88686 for €1 and U.S.$1.18052 for €1. Restated at the exchange rate used for the conversion of the 2017 and 2018 compensation: average exchange rates for 2018. (2) Mr. Rose was not awarded any performance share or stock option in 2018. For more details on all Long Term Incentive Plans, see sub-section 4.2.3 “Stock Option Plans and Performance or Restricted Share Plans” of this Registration Document. No payment In the event of his dismissal from the position of Chief Executive Officer, except in cases of serious or gross misconduct, Mr. Rose shall receive an indemnity which is compliant with the AFEP-MEDEF Corporate Governance Code and the provisions of Article L. 225-42-1 of the French Commercial Code, according to the following principles. The indemnity would amount to a maximum of 15 months of his fixed and variable compensation, determined on the basis • of a fixed compensation of €800,000 and variable compensation of €800,000 (corresponding to his fixed and variable compensation prior to the amendment of July 2013). The compensation elements other than the annual fixed and variable compensation, and in particular, the Long-Term Incentive Plans, will not be taken into account in the determination of the indemnity. The indemnity will be determined and paid in euros, according to the principles determined by the Board of Directors on • July 23, 2008 and March 9, 2009, without taking into account the splitting into currencies in effect after. The payment of the indemnity shall be subject to compliance with the performance conditions over a three-year period as • determined annually by the Board of Directors which are the same as those used for Mr. Rose’s annual variable compensation: half of the indemnity payment is subject to the achievement of a consolidated EBITDA target; and – the remaining half is subject to the achievement of a consolidated Free Cash Flow target. – The achievement of operational consolidated EBITDA and Free Cash Flow targets is measured, on the basis of a • constant scope of consolidation, by comparison to the average EBITDA and Free Cash Flow targets determined for the three fiscal years prior to the dismissal date: if at least 80% of either the EBITDA or Free Cash Flow performance target is not achieved, no indemnity will be due; – should the percentage of achievement of either target fall between 80% and 100%, the indemnity would be reduced – accordingly. This commitment was authorized by the Board of Directors meeting of March 9, 2009 and approved by the Ordinary Shareholders’ Meeting on June 16, 2009, in its 9 th resolution. No payment In the event of termination from his duties, Mr. Rose will be required, for a period of nine months following termination, not to work, in whatever manner it may be, for the benefit of any entity carrying on operations which are in competition with Technicolor in Europe and/or in the United States, and/or in Asia, in exchange for a monthly indemnity calculated on the basis of his fixed and variable compensation, determined according to the principles applied to the determination of the severance pay. This commitment was authorized by the Board of Directors meeting of July 23, 2008 and modified on March 9, 2009 and was approved by the Ordinary Shareholders’ Meeting on June 16, 2009 in its 8 th resolution. Mr. Rose benefited from a car allowance in the amount of £10,500 for 2018, corresponding to €11,840 on the basis of the reference exchange rate. €0 No shares (for reference, €1,436,020 380,000 shares in 2017)

PERFORMANCE SHARES

SEVERANCE PACKAGE

NON- COMPETITION INDEMNITY

BENEFITS IN KIND

€11,840 (1) (for reference, €11,840 (2) in 2017)

The amounts reported are converted into euros, even though they are paid in part in U.S. dollars and in pounds sterling, based on the average exchange rates for 2018, i.e. £0.88686 for €1 and (1) U.S.$1.18052 for €1. Restated at the exchange rate used for the conversion of the 2017 and 2018 compensation: average exchange rate for 2018. (2)

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TECHNICOLOR REGISTRATION DOCUMENT 2018