Universal Registration Document 2021
CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION
PERFORMANCE OR RESTRICTED SHARE 4.2.4.2 PLANS The Shareholders’ Meeting of April 29, 2016, in its 28 th 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 was 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. Making use of this authorization and upon recommendation by the Remunerations Committee, 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 (LTIP) . These three-year plans provided conditional rights to the beneficiaries to receive Performance Shares, the delivery of which was subject to the cumulative achievement of Adjusted EBITDA and Free Cash Flow targets. The 2016 and 2017 LTIP came to their end respectively in 2019 and 2020 after a 3-year vesting period. The only LTIP implemented in virtue of this authorization which remained active during fiscal year 2021 is 2018 LTIP. The Board of Directors of March 11, 2021 reviewed the level of achievement of the performance conditions set by the 2018 LTIP and noted that while the total adjusted EBITDA target for fiscal year 2020 was met, the total Group Free Cash Flow target for such year was not achieved. As per the LTIP 2018 rules, the Board subsequently stated that 50% of the Performance Shares could vest subject to the Presence Condition on April 30, 2021. Consequently, 9,800 shares were definitively acquired at this date and were delivered. The Shareholders’ Meeting of June 14, 2019, in its 20 th 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 12-month period and was valid until June 13, 2020. The shares to be issued pursuant to this authorization shall not represent more than 0.72% of the share capital as of December 30, 2018. Upon recommendation by the Remunerations Committee, on June 14, 2019, the Board of Directors, making use of this authorization, approved the establishment of the 2019 Long-Term Incentive Plan . The Shareholders’ Meeting of June 30, 2020, in its 25 th 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 36-month period and is valid until June 30, 2023. The shares to be issued pursuant to this authorization shall not represent more than 3.6% of the share capital at the date of use of the authorization. Upon recommendation by the Remunerations Committee, on December 17, 2020, the Board of Directors, making use of this authorization, approved the establishment of the 2020 Long-Term Incentive Plan . A further allocation of Performance Shares under this Plan to the benefit of the Executive Committee’s members was decided by the Board of Directors on March 24, 2021. The above plans designed to retain and recognize key Group employees while aligning their interests with those of the Company and its shareholders, shall 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. In addition to the above Long-Term Incentive Plans, an Additional Performance Shares Plan was implemented by the Board of Directors in 2021 (the 2020 Additional Shares Plan or 2020 ASP ). This plan which is further described hereunder was issued in virtue of the authorization given by the Shareholders’ Meeting of June 30, 2021, in its 26 th resolution.
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PERFORMANCE AND RESTRICTED SHARE PLANS IN EXISTENCE AS OF DECEMBER 31, 2021 (TABLE NO. 9 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)
LTIP 2018
LTIP 2019
LTIP 2020
ASP 2020
Date of Shareholders’ Meeting
April 29, 2016 June 14, 2019
June 30, 2020
June 30, 2020
Date of Board of Directors’ meeting
Apr. 25, 2018 June 25, 2018
June 14, 2019 Jul. 24, 2019 Nov. 5, 2019 Jan. 30, 2020
Dec. 17, 2020 March 24, 2021
Dec. 17, 2020 Apr. 15, 2021 Apr. 23, 2021
Type of shares
Performance shares
Restricted shares Performance shares
Restricted shares Performance shares
Number of shares initially granted: Number of shares granted after adjustment including (1) :
637,000
2,907,000
3,499,389
754,656
1,744,416
23,586
107,601
N/A
N/A
N/A
Number of shares granted to Corporate Officers (2) : 2020 reverse share split - adjustment coefficient: 27 (Number of shares before/after adjustment divided by 27 rounded to the inferior unit). (1) Information provided pursuant to Article L. 225-184 of the French Commercial Cod51 (2)
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021 145
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