TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Compensation

COMPENSATION 4.2 COMPENSATION AND 4.2.1 BENEFITS OF CORPORATE OFFICERS Compensation policy for 4.2.1.1 This report on the compensation policy for Corporate Officers (mandataires sociaux) was adopted on February 21, 2018 by the Board of Directors upon recommendation by the Remunerations Committee. It describes, in accordance with Article L. 225-37-2 of the French Commercial Code, the principles and criteria for the determination, allocation and distribution of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kinds that may be granted to Corporate Officers. Corporate Officers [G4-51] [G4-52] [G4-53] GRI

The compensation policy is applicable for the Chairman of the Board of Directors and the Chief Executive Officer. It is compliant with the principles contained in the AFEP-MEDEF Corporate Governance Code, to which the Company refers. This report will be submitted to shareholders' approval during the Annual General Meeting to be held on April 26, 2018 in its 11 th and 12 th resolutions. 4.2.1.1.1 Compensation policy for the Chairman of the Board of Directors The office of Chairman being separated from that of Chief Executive Officer, the compensation of the Chairman will consist of the following items:

Fixed compensation

Attendance fees

Benefit in kind

(as all Directors of the Company save the CEO and the Employee Director)

The Board of Directors has chosen to compensate its Chairman solely via the grant of a fixed compensation and attendance fees, in order to guarantee his total independence in the exercise of his duties. The Chairman of the Board will not be awarded any annual or multi-annual variable compensation and stock options or performance shares, nor will he benefit from any commitment in the event of termination of his duties. The fixed compensation will aim at adequately remunerating his ■ specific involvement as Chairman of the Board. Upon recommendation by the Remunerations Committee, the Board of Directors decided to set the fixed compensation at €150,000 in consideration of the extended scope of his responsibilities which

can justify a higher compensation (see article 2.5 of the Internal Board Regulations, available on sub-section 4.1.4 “Internal Board Regulations” hereafter). Attendance fees will be due as for all other Directors. As a ■ reminder, the rules governing the allotment of the Directors' fees include a significant variable portion in line with the AFEP-MEDEF Corporate Governance Code. These two items were determined after benchmarking the proposed compensation policy with those of the non-executive independent Chairmen of the peer group detailed below in point 4.2.1.1.2. “Compensation policy for the Chief Executive Officer”.

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TECHNICOLOR REGISTRATION DOCUMENT 2017