technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Management Incentive Plan 2016 – MIP 2016 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 20, 2014, October 21, 2014 and April 9, 2015. The table below summarizes the characteristics of these plans. Management Incentive Plans 2016 – MIP 2016 Shareholders’ Meeting authorizing the grants May 23, 2013 (15 th resolution) Plan MIP June 2016 MIP October 2016 MIP April 2016

Remunerations Committee recommending the grants

June 20, 2014

October 21, 2014

April 9, 2015

Board of Directors approving the grants

June 20, 2014

October 21, 2014

April 9, 2015

Beneficiaries

Additional key contributors who were promoted or hired since spring 2013

Number of beneficiaries (as of December 31, 2018) 51 Number of outstanding stock options (as of December 31, 2018)

3,461,541 representing 0.84% of the share capital (1)

Exercise price

No discount (€5.79 for MIP June 2016, €4.92 for MIP October 2016 and €5.83 for MIP April 2016) 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)

Conditions for exercise

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

For fiscal year 2015 equal or greater than €100 million

For fiscal year 2016 equal or greater than €100 million 25% of the options awarded If performance objective for 2015 not achieved: 75% of the options

For fiscal year 2017 equal or greater than €75 million

Options becoming exercisable

50% of the options awarded

25% of the options awarded If performance objective for 2015 and/or 2016 not achieved: options that had not become exercisable in 2016 and/or 2017

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

Board of Directors of February 18, 2016

Board of Directors of February 22, 2017

Board of Directors of February 21, 2018

MIP June 2016

1,318,199 718,783 207,588

625,358 346,410 103,794

521,577 333,449 103,794

MIP October 2016

MIP April 2016 MIP June 2016

Period of exercise

From June 20, 2016 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2016 to October 21, 2022 subject

From June 20, 2017 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2017 to October 21, 2022 subject

From June 20, 2018 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2018 to October 21, 2022 subject

MIP October 2016 MIP April 2016

to fulfillment of the presence condition

to fulfillment of the presence condition

to fulfillment of the presence condition

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TECHNICOLOR REGISTRATION DOCUMENT 2018