TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Board meeting held on February 22, 2017

Attendance of 92%

Approved the Group’s variable compensation plan structure and objectives; ■ Appointed Mr. Hack as the new Chairman of the Board of Directors, following Mr. Lombard's resignation from his ■ position; Amended the Board’s Internal Regulations to take into account these changes and to give additional powers to the ■ Chairman; Changed the Board’s committees composition; ■ Reviewed Directors’ independence; ■ Discussed the regulatory changes following the new Market Abuse regulation; ■ Executive session to assess the performance of the Chief Executive Officer for the year 2016 and set the performane ■ objectives that will impact his variable compensation for 2017 and his severance package.

Board meeting held on March 9, 2017

Attendance of 92%

Approved the grant of performance shares under a new Long Term Incentive Plan. ■

Board meeting held on April 26, 2017

Attendance of 82%

Approved the new compensation scheme for the newly appointed Chairman, composed of (i) a fixed compensation, ■ aimed at adequately remunerating his involvement as Chairman of the Board and taking into consideration the extended scope of his responsibilities, and (ii) attendance fees; Adopted the Board report on the compensation policy applicable to the Chairman and the Chief Executive Officer that ■ would be submitted to shareholders approval at the 2017 Annual General Meeting; Approved the grant of performance share; ■ Delegation to the Chief Executive Officer of the powers to grant endorsements and guarantees. ■

Board meeting held on July 26, 2017

Attendance of 100%

Approved the grant of performance shares. ■

Board meeting held on October 25, 2017

Attendance of 100%

Discussed on cybersecurity issues within the Group and the strategic plan on security; ■ Approved the grant of a joint and several guarantee in connection with the Group credit agreement renegotiation and ■ extension; Approved the compensation of the new Director representing the employees and the training chosen by the said Director; ■ Discussed on the succession plan for both the Chief Executive Officer and members of the Executive Committee; ■ Executive session. ■

Board meeting held on December 1, 2017

Attendance of 89%

Set the allocation rules and the amounts due for 2017 of Directors fees; ■ Discussed the potential transaction on the Patent Licensing activity. ■

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TECHNICOLOR REGISTRATION DOCUMENT 2017