technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Long-Term Incentive Plan – LTIP 2016 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its 28 th resolution, granted Performance Shares. The table below summarizes the characteristics of these grants.

Long-Term Incentive Plans 2016 – LTIP 2016 Shareholders’ Meeting authorizing the attributions Remunerations Committee recommending the grants

April 29, 2016 (28 th resolution)

April 27, 2016 July 26, 2016 October 11, 2016 April 29, 2016 July 27, 2016 October 20, 2016

Board of Directors approving grants

Number of beneficiaries (as of December 31, 2018) Number of outstanding shares (as of December 31, 2018)

177

2,338,278 representing 0.56% of the share capital

Vesting period Holding Period

3 years

None except for: the members of the Executive Committee who should • retain, until the term of their contracts, at least 10% of the vested Performance Shares the CEO who should retain in registered form, until the end • of his term of office, 20% of the vested Performance Shares April 30, 2019 or as promptly as possible thereafter (subject to presence condition on that date)

Delivery Date

Number of shares to be delivered at the Delivery Date

0

Characteristics of the LTIP – Performance conditions Performance conditions

2 complementary financial objectives reflecting the key indicators tracked by investors and analysts Adjusted EBITDA objective assessed over a three-year period: if the sum of the annual adjusted EBITDA realized •

Group Free Cash Flow objective assessed over a three-year period: if the sum of the Group’s yearly Free Cash Flow realized • over three years were greater than or equal to the sum of the annual Free Cash Flow objectives for the Group determined by the Board of Directors for the same period, 50% of the Performance Shares would be definitively earned in the opposite case, no Performance Shares would • be earned

over a three-year period were greater or equal to the sum of the objectives of the annual adjusted EBITDA determined by the Board of Directors for the same period, 50% of the Performance Shares would be definitively earned in the opposite case, no Performance Shares would • be earned

2016

2017

2018

Total

Detailed objectives

Set objectives for the plan

Announced objective Achieved Objective Achieved Objective Achieved

Cumulative objective Achieved

Adjusted EBITDA €600 million €565 million €326 million €306 million €250 million €270 million €1,176 million €1,141 million Group Free Cash Flow €240 million €248 million €32 million €66 million €40 million €(47.9) million €312 million €266.1 million The Board of Directors of February 27, 2019 reviewed the level of achievement of the performance conditions set by the plan and noted that they weren’t met. As a consequence, no share was definitively acquired and none will be delivered on April 30, 2019 Characteristics of the LTIP – Presence condition Cases of forfeiture Beneficiary of Performance Shares who would leave the Group before the expiration of the vesting period of at least three years Exceptions Case of legal premature exit (including cases of death, disability, retirement, termination without cause) and other customary exceptions decided upon by the Board of Directors

The plan prevents beneficiaries who are members of the Executive Committee from using hedging instruments for the performance shares and requires that they retain a significant number of shares up until the termination of their positions within the Group.

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TECHNICOLOR REGISTRATION DOCUMENT 2018