TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Compensation

Performance shares granted to Mr. Frédéric Rose that have become available in 2017 (Table No. 7 of Annex 3 to the AFEP-MEDEF Corporate Governance Code) Performance shares that became available in 2017 Number of performance shares None

Tables 8 and 9 of the Annex to the AFEP-MEDEF Corporate Governance Code are included in sub-section 4.2.3 “Stock Option Plans and Performance or Restricted Share Plans” of this Registration Document.

Summary of the benefits awarded to Mr. Frédéric Rose (Table No. 11 of Annex 3 to the AFEP-MEDEF Corporate Governance Code)

Supplementary pension plan

Indemnifications or benefits due or likely to be due as a result of termination or change of position

Indemnifications relating to a non-compete clause

Employment Contract

Yes

No

Yes

No

Yes

No

Yes

No

X 

X

X

X

Directors’ fees and other 4.2.1.3 compensation [G4-51] [G4-53] GRI

a fixed fee of €10,000 for each committee Chairman; ■ a fee of €3,000 for each meeting of the Audit Committee and ■ €2,000 for other committees; et an exceptional Directors' fees set at €10,000 per Director present ■ within the Board of Directors as of December 31, 2017 for Directors' participation to strategy meetings. It is to be noted that there is no payment of fees for teleconference meetings or meetings lasting under two hours, nor any fees paid to Director representing employees. Except for Mr. Frédéric Rose and Mr. Bruce Hack, the Directors received no compensation other than Directors’ fees for fiscal year 2017. Except for Mr. Frédéric Rose, the Directors held no offices in other Group companies.

In accordance with Article L. 225-37 of the French Commercial Code, the principles and rules defined by the Board of Directors to determine Directors' fees granted to Board Members are set out below. The Remunerations Committee recommends to the Board of Directors the total amount of Directors' fees to be submitted for shareholders’ approval at the Annual General Meeting, and their allocation among the Directors. The maximum annual amount of Directors’ fees that can be paid to the Directors was set at €850,000 by the Annual General Meeting held on April 29, 2016. The rules governing the allotment of the Directors’ fees payable for 2017 are the following: a fixed fee of €30,000 for each Director; ■ a fee of €4,000 for each meeting of the Board of Directors and an ■ additional Director’s fee of €2,500 for each meeting that requires overseas or U.S. Coast to Coast travel;

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TECHNICOLOR REGISTRATION DOCUMENT 2017