technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

COMPENSATION

PERFORMANCE OR RESTRICTED SHARE 4.2.3.2 PLANS This section constitutes the Board of Directors’ report to shareholders made in accordance with Article L. 225-197-4 of the French Commercial Code, describing the allocations by the Board of Directors of performance shares under Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code during fiscal year 2018. The Shareholders’ Meeting of April 29, 2016, in its 28 th resolution, authorized the Board of Directors to proceed with the allocation of existing shares or shares to be issued, in favor of the Group’s employees or certain categories of employees. This authorization has been given for a 26-month period and was valid until June 29, 2018. The shares to be issued pursuant to this authorization shall not represent more than 2% of the share capital on February 29, 2016 ( i.e. 8,239,744 shares).

Upon recommendation of the Remunerations Committee, on April 29, 2016, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its 28 th resolution, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2016 Long-Term Incentive Plan). The Board of Directors made other uses of this same authorization, upon recommendation of the Remunerations Committee, on January 6, 2017 to establish the 2017 Long-Term Incentive Plan and April 25, 2018 to establish the 2018 Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders. These plans allow Technicolor to ensure the competitiveness of the compensation offered by the Group, in dynamic and competitive international markets, and in sectors where the ability to attract talent is a key factor to success.

PERFORMANCE AND RESTRICTED SHARE PLANS IN EXISTENCE AS OF DECEMBER 31, 2018 (TABLE NO. 9 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

LTIP 2016 LTIP 2018 Apr. 29, 2016 Apr. 29, 2016 Apr. 29, 2016 LTIP 2017

4

Date of Shareholders’ Meeting Date of Board of Directors’ meeting

Jan 6, 2017 March 9, 2017 Apr. 26, 2017 Jul. 26, 2017

Apr. 29, 2016 Jul. 27, 2016 Oct. 20, 2016

Apr. 25, 2018 June 25, 2018

Number of shares initially granted, including: Number of shares granted to Directors and Officers (1) : Frédéric Rose Number of shares granted to the top ten employee beneficiaries

3,040,500

4,507,500

637,000

270,000 840,000

380,000 1,509,000

0

575,000

Acquisition date

Apr. 30, 2019 Apr. 30, 2020 Apr. 30, 2021

End of the holding period Performance conditions

N/A

N/A

N/A

Yes

Yes

Yes

Number of shares acquired as of December 31, 2018 Number of forfeited shares since the beginning of the plan Number of forfeited shares cancelled during the 2018 exercise Number of shares susceptible to be acquired on December 31, 2018 Information provided pursuant to Article L. 225-184 of the French Commercial Code. (1)

-

-

-

702,222 266,909 2,338,278

968,957 724,502 3,538,543

30,000 30,000 607,000

As of December 31, 2018, the total outstanding shares under the plans amounted to 6,483,821 shares, i.e. 1.56% of the share capital as of

Directors on February 27, 2019 that the non-achievement of the performance conditions, no share will be definitively acquired on

December 31, 2018. However, in the framework of the Long-Term April 29, 2019. Incentive Plan (LTIP 2016) implemented by the Board of Directors on April 29, 2016 and, following the determination made by the Board of

In accordance with Article L. 225-184 of the French Commercial Code, it is noted that no share was acquired in 2018 under those plans.

119

TECHNICOLOR REGISTRATION DOCUMENT 2018