TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Compensation

Compensation items paid or granted to Mr. Frédéric Rose for fiscal year 2017 Gross amounts 2017 Comments Fixed compensation €1,017,378 (1) (for reference, €1,017,378 (2) in 2016)

Mr. Rose’s total fixed compensation for his position as Chief Executive Officer, initially determined by a decision of the Board on March 9, 2009, was revised by the Board of Directors on July 25, 2013. It has not been reviewed since. At its meeting of April 22, 2015, the Board of Directors resolved to proceed with a partial conversion of this compensation into U.S. dollars and pounds sterling, due to the relocation of Mr. Rose’s activities, on the basis of the average exchange rates over the second half of 2014. Since July 1, 2015, the fixed compensation of Mr. Rose has thus been paid in part in each one of the following currencies, prorata to the time dedicated to each one of his offices within the Group’s companies: euros, U.S. dollars and pounds sterling. Euro Pounds sterling U.S. dollar For his role in Technicolor SA Technicolor Limited (UK.) Technicolor Inc.. Distribution key 20% 40% 40% Amounts paid in currency €200,000 £317,000 $516,800 The variable compensation of the Chief Executive Officer depends upon the achievement of objectives which are precisely defined and determined according to the results of the Group after the close of the fiscal year. The variable compensation amounts to 100% of the annual gross fixed compensation if the target objectives are achieved, and up to 150% if the target objectives are exceeded. It is paid in euros, U.S. dollars and pounds sterling according to the same distribution key as the fixed compensation. The variable portion of Mr. Rose’s compensation for 2017 was subject to the following performance objectives: a consolidated adjusted EBITDA target accounting for 40% of the target bonus: ■ - if the consolidated adjusted EBITDA does not amount to at least €440 million, no compensation would be paid in respect of that objective; - if the consolidated adjusted EBITDA amounts to €477 million, 100% of the compensation would be paid in respect of that objective; - if the consolidated adjusted EBITDA exceeds €477 million, the compensation paid in respect of that objective could be up to 150% of the compensation. a consolidated Free Cash Flow objective accounting for 40% of the amount of the target bonus: ■ - if the consolidated Free Cash Flow does not amount to at least €130 million, no compensation would be paid in respect of that objective; - if the consolidated Free Cash Flow amounts to €150 million, 100% of the compensation would be paid in respect of that objective; - if the consolidated Free Cash Flow exceeds €150 million, the compensation paid in respect of that objective could be up to 150% of the compensation. a qualitative objective accounting for 20% of the amount of the target bonus, the fulfillment of which was assessed ■ by the Board of Directors, relating to the development of new growth opportunities related to the strategic plan Drive 2020 and to continued market share gains for the Group’s operating businesses. The quantifiable objectives are the performance indicators set out by the Group in its financial communication. These objectives are also those used for determining the variable compensation of all Group employees who receive this type of compensation.

Annual variable compensation

€428,179 (1) (for reference, €599,330 (2) in 2016)

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TECHNICOLOR

REGISTRATION DOCUMENT 2017