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 for fiscal year 2015 equal or greater than €100 million 25% of the options awarded If performance objective for 2014 not achieved: 75% of the options

Performance condition

for fiscal year 2014 equal or greater than €100 million

for fiscal year 2016 equal or greater than €100 million 25% of the options awarded If performance objective for 2014 and/or 2015 not achieved: options that had not become exercisable in 2015 and/or 2016

Options becoming exercisable

50% of the options awarded

Review of the level of achievement of the performance condition

Board of Directors of February 18, 2015 Board of Directors of February 18, 2016 Board of Directors of February 22, 2017

Number of options acquired at Board date

7,640,000

3,409,801

2,857,954

From May 23, 2015 to May 23, 2021 subject to fulfillment of the presence condition

From May 23, 2016 to May 23, 2021 subject to fulfillment of the presence condition

From May 23, 2017 to May 23, 2021 subject to fulfillment of the presence condition

Period of exercise

Performance or Restricted 4.2.3.2 Share Plans This section constitutes the Board of Directors’ report to shareholders made in accordance with Article L. 225-197-4 of the French Commercial Code, describing the allocations by the Board of Directors of performance shares under Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code during fiscal year 2017. In order to promote the achievement of the objectives pursued, the Company announced, in February 2015, at the time of the launch of its strategic plan Drive 2020, its intention to put into place a multi-year stock Incentive Plan in order to involve the Group’s employees in the success of Drive 2020. The Shareholders’ Meeting of April 29, 2016, in its twenty eighth resolution, authorized the Board of Directors to proceed with the allocation of existing shares or shares to be issued, in favor of the Group’s employees or certain categories of employees. This authorization has been given for a 26-month period and is valid until June 29, 2018. The shares to be issued pursuant to this authorization shall not represent more than 2% of the share capital on February 29, 2016 ( i.e. 8,239,744 shares).

Upon recommendation of the Remunerations Committee, on April 29, 2016, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its twenty eighth resolution, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2016 Long-Term Incentive Plan). The Company wishes to mobilize its teams in order to successfully lead the integration of the acquisitions made in the second half of 2015, and to carry out its strategic plan Drive 2020, upon which the development of the Group relies. The Board of Directors made another use of this same authorization, upon recommendation of the Remunerations Committee, on January 6, 2017 to establish the 2017 Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders. These plans allow Technicolor to ensure the competitiveness of the compensation offered by the Group, in dynamic and competitive international markets, and in sectors where the ability to attract talent is a key factor to success.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017