technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

COMPENSATION

As of December 31, 2018, the total outstanding options under the plans amounted to 10,652,013 subscription options to the benefit of 76 beneficiaries. If all subscription options under the Stock Option Plans mentioned above were exercised, Technicolor’s share capital would be composed of 425,113,191 ordinary shares, i.e. a 2.57% increase in the number of shares from December 31, 2018. In accordance with Article L. 225-184 of the French Commercial Code, it is noted that no option was exercised in 2018. Management Incentive Plans 2017 – MIP June 2017 and MIP October 2017 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of May 23, 2013 in its 15 th resolution, granted stock options on June 26, 2015 (MIP June 2017) and October 19, 2015 (MIP October 2017). The table below summarizes the characteristics of both plans (MIP June 2017 and MIP October 2017).

Management Incentive Plans 2017 – MIP June 2017 and MIP October 2017 Shareholders’ Meeting authorizing the grants

May 23, 2013 (15 th resolution)

Plan

MIP June 2017 June 26, 2015 June 26, 2015

MIP October 2017 October 19, 2015 October 19, 2015

Remunerations Committee recommending the grants

Board of Directors approving the grants

Beneficiaries

Additional key contributors promoted or hired since autumn 2014 or coming from the newly acquired companies

Number of beneficiaries (as of December 31, 2018)

11

Number of outstanding stock options (as of December 31, 2018)

958 794 representing 0.23% of the share capital (1) No discount (€5.88 for MIP June 2017 and €7.11 for MIP October 2017) Performance condition (consolidated Free Cash Flow) • Condition of presence (loss of the right to exercise the • option if departure from the Group before the exercise date of the options)

Exercise price

Conditions for exercise

4

after the November 17, 2015 share capital increase adjustment. (1)

Characteristics of the MIP

1 st tranche

2 nd tranche

3 rd tranche

Performance condition

Generation of consolidated Free Cash Flow

MIP June 2017

for fiscal year 2016 equal or greater than €100 million for fiscal year 2016 equal or greater than €240 million

for fiscal year 2017 equal or greater than €75 million for fiscal year 2017 equal or greater than €260 million 25% of the options awarded If performance objective for 2016 not achieved: 75% of the options

for fiscal year 2018 equal or greater than €100 million for fiscal year 2018 equal or greater than €320 million 25% of the options awarded If performance objective for 2016 and/or 2017 not achieved: options that had not become exercisable in 2017 and/or 2018

MIP October 2017

50% of the options awarded

Options becoming exercisable

Review of the level of achievement of the performance condition Number of options acquired at Board date

Board of Directors of February 22, 2017

Board of Directors of February 21, 2018

Board of Directors of February 27, 2019

MIP June 2017

51,897

25,948

0 0

MIP October 2017

740,000

0

MIP June 2017

Period of exercise

From June 26, 2017 to June 26, 2023, subject to fulfillment of the presence condition From October 19, 2017 to October 19, 2023, subject

From June 26, 2018 to June 26, 2023, subject to fulfillment of the presence condition

N/A

MIP October 2017

to fulfillment of the presence condition

N/A

N/A

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TECHNICOLOR REGISTRATION DOCUMENT 2018