TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Compensation

Characteristics of the MIP

1 st tranche

2 nd tranche

3 rd tranche

Generation of consolidated Free Cash Flow

Performance condition

for fiscal year 2015 equal or greater than €100 million

for fiscal year 2016 equal or greater than €100 million

for fiscal year 2017 equal or greater than €75 million 25% of the options awarded If performance objective for 2015 and/or 2016 not achieved: options that had not become exercisable in 2016 and/or 2017 Board of Directors of February 21, 2018

25% of the options awarded If performance objective for 2015 not achieved: 75% of the options

Options becoming exercisable

50% of the options awarded

Review of the level of achievement of the performance condition

Board of Directors of February 18, 2016

Board of Directors of February 22, 2017

MIP June 2016

1,318,199

625,358

521,577

MIP October 2016 718,783

Number of options acquired at Board date

346,410

333,449

MIP April 2016 MIP June 2016

207,588

103,794

103,794

From June 20, 2016 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2016 to October 21, 2022 subject to fulfillment of the presence condition

From June 20, 2017 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2017 to October 21, 2022 subject to fulfillment of the presence condition

From June 20, 2018 to June 20, 2022, subject to fulfillment of the presence condition From October 21, 2018 to October 21, 2022 subject to fulfillment of the presence condition

MIP October 2016 MIP April 2016

Period of exercise

Management Incentive Plan 2015 – MIP 2015 Upon the recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of May 23, 2013 in its fifteenth resolution, granted stock options on several occasions (see the chart below). The table below summarizes the characteristics of these plans.

Management Incentive Plans 2015 – MIP 2015 Shareholders’ Meeting authorizing the attributions Remunerations Committee recommending the grants Board of Directors de approving the grants Number of beneficiaries (as of December 31, 2017)

May 23, 2013 (15th resolution)

May 23, 2013 June 7, 2013 October 24, 2013 December 18, 2013 March 26, 2014 May 23, 2013 June 7, 2013 October 24, 2013 December 18, 2013 (2) March 26, 2014

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Number of outstanding stock options (as of December 31, 2017)

6,654,294 representing 1.6% of the share capital (1)

Exercise price

No discount (€3.19 for May 23 and June 7, 2013; €3.93 for October 24, 2013 and €4.53 for March 26, 2014) Performance condition (consolidated Free Cash Flow, chosen for being one of the main ■ objectives of the Amplify 2015 plan) Condition of presence (loss of the right to exercise the option if departure from the Group ■ before the exercise date of the options)

Conditions for exercise

after the November 17, 2015 share capital increase adjustment. (1) All beneficiaries of this attribution have left the Company. (2)

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TECHNICOLOR REGISTRATION DOCUMENT 2017