TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 1 PRESENTATION OF THE GROUP Share capital and shareholding

Potential modifications to the Company’s share capital [G4-13] GRI As of December 31, 2017, a total of 12,562,940 stock options are outstanding in the framework of stock options plans, part of which remains subject to the achievement of performance conditions (for details of these plans, see Chapter 4 “corporate governance and compensation”, section 4.2.3: “Details on Stock Option Plans and Performance and Restricted Share Plans” of this Registration Document). If all options in the stock option Plans were exercised, this would lead to the issuance of 12,562,940 shares. Technicolor’s share capital would be composed of 427,024,118 ordinary shares, i.e. a 3.03% increase in the number of shares from December 31, 2017. As of December 31, 2017, a total of 6,868,232 performance shares could be vested to employees and Corporate Officers under performance conditions set by the performance share plans (for details of these plans, see Chapter 4 “corporate governance and compensation”, section 4.2.3: “Details on Stock Option Plans and Performance and Restricted Share Plans” of this Registration Document). If all shares in the performance share plans were delivered, this would lead to the issuance of 6,868,232 shares. Technicolor’s share capital would be composed of 421,329,410 ordinary shares, i.e. a 1.65% increase in the number of shares from December 31, 2017. On March 21, 2018, no other securities giving access to capital are in circulation. Technicolor shares subject to a security interest To the Company’s knowledge, as of March 21, 2018, no shares of the Company are pledged.

Elements likely to have an influence in case of a public offer Pursuant to Article L. 225-100-3 of the French Commercial Code, the agreements governing the Term Loan Debt, the RCF and the €35 million bilateral credit facility to which Group companies are parties contain change of control clauses. For more information on these agreements, please refer to Chapter 2: “Operating and financial review and prospects”, section 2.3.3: “Financial resources” of this Registration Document. SHARE BUY BACK 1.4.2 The following paragraphs specify the information to be provided pursuant to Article L. 225-211 of the French Commercial Code. No share purchase program will be submitted for approval at the Combined Shareholders’ Meeting convened on April 26, 2018. Share purchase program approved in 2017 A share purchase program was, in accordance with the provisions of Articles L. 225-209 et seq . of the French Commercial Code, approved by the Combined Shareholders’ Meeting of May 24, 2017, superseding the authorization granted by the Combined Shareholders’ Meeting of April 29, 2016. The description of this program was published in the 2016 Registration Document of the Company. Share management agreement The Company appointed Natixis, an independent investment services provider, to implement a share management agreement for the Company’s ordinary shares for a period of one year from April 5, 2016, renewable by tacit agreement. This agreement is consistent with the Code of Conduct of the Association française des marchés financiers (AMAFI), approved by the AMF in its decision of March 21, 2011. To implement this agreement, €3.5 million has been allocated to the liquidity account. As a result of the Board’s decision not to submit to the shareholders a new share purchase program in 2018, Technicolor decided to terminate this program effective on April 25, 2018.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017