technicolor - 2018 Registration document

6 FINANCIAL STATEMENTS NOTE 10 EMPLOYEES BENEFITS

FREE SHARE PLAN Making use of the authorization given the Shareholder’s Meeting on May 23, 2013 in its sixteenth resolution, the Board of Directors of October 24, 2013, approved the implementation of a global Free Share Plan to employees of the Group in 13 countries. This worldwide plan provides, for all beneficiaries, an acquisition period of four years. Subject to conditions of continuous employment within the Technicolor group during the acquisition period, 125 Technicolor shares would be delivered to eligible employees at the end of the acquisition period. The plan was not subject to performance conditions. No outstanding share rights as of December 31, 2018. 2016, 2017 AND 2018 LONG-TERM INCENTIVE PLAN (LTIP) The Shareholders’ Meeting of April 29, 2016, in its twenty-eight 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 give rights to a total of shares greater than 8,239,744.

Making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its twenty-eight resolution, the Board of Directors approved on April 29, 2016, on January 6, 2017 and on April 25, 2018 the implementation of respectively 2016, 2017 and 2018 Long-Term Incentive Plan. These three-year plans provide conditional rights to the beneficiaries to receive Performance Shares, the delivery of which is subject to the cumulative achievement of Adjusted EBITDA and Free Cash Flow targets for the three years from 2016 through 2018 (LTIP 2016), from 2017 through 2019 (LTIP 2017), from 2018 through 2020 (LTIP 2018) and the satisfaction of a continued employment condition for the full duration of the Plan (through April 30, 2019 for LTIP 2016, through April 30, 2020 for LTIP 2017 and through April 30, 2021 for LTIP 2018). As of December 31, 2018, the outstanding share rights under the plans amounts to 2,338,278, 3,538,543 and 600,000 performance shares rights for respectively LTIP 2016, LTIP 2017 and LTIP 2018. As of December 31, 2018, the total number of outstanding stock options amounted to a maximum of 10,652,013 options and the total number of rights to receive shares amounted to 6,483,821 rights granted to employees and Directors.

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TECHNICOLOR REGISTRATION DOCUMENT 2018