technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

COMPENSATION 4.2 Compensation and benefits 4.2.1 of Corporate Officers COMPENSATION POLICY FOR 4.2.1.1 This report on the compensation policy for Corporate Officers ( mandataires sociaux ) was adopted on February 18, 2020 by the Board of Directors upon recommendation by the Remunerations Committee. It describes, in accordance with Article L. 225-37-2 of the French Commercial Code, the principles and criteria for the determination, allocation and distribution of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kinds that may be granted to Corporate Officers. The compensation policy is applicable to the Directors, the Chairperson of the Board of Directors and the Chief Executive Officer. Upon recommendation by the Remunerations Committee, the Board approved the following changes: reduce the fixed and variable annual compensation of the Chief • Executive Officer; increase the alignment of interest among the Chief Executive Officer • and shareholders by reviewing the performance objectives of the annual variable compensation and implementing a new Long-Term Incentive Plan and an Incentive & Investment Plan; do not grant the Chief Executive Officer any indemnity in case of end • of office. The Board believes that this new policy answers shareholders’ expectations expressed at the 2019 Shareholders’ Meeting. The Board remains fully committed to the alignment of shareholders’ and Executive Officers’ interests. This report will be submitted to shareholders’ approval at the Annual General Meeting to be held to approve the financial statements for the fiscal year ended December 31, 2019. General principles for Corporate Officers’ 4.2.1.1.1 compensation The compensation policy applicable to Corporate Officers is determined by the Board of Directors on the basis of recommendations made by the Remunerations Committee and is reviewed annually. The Remunerations Committee is entirely comprised of independent CORPORATE OFFICERS GRI [102-35] [102-36] [102-37]

Directors, except for the Director representing employees in accordance with the AFEP-MEDEF recommendations. The Remunerations Committee may use the services of external advisors specialized in Corporate Officers’ compensation. It also takes into account feedback from shareholders. The compensation policy is determined in accordance with the recommendations of the AFEP-MEDEF Corporate Governance Code. The Board of Directors ensures that the compensation policy is adapted to the Company’s strategy and operating context and that its purpose is to enhance Technicolor’s medium and long-term performance and competitiveness. This Policy respects Technicolor’s corporate interest ( intérêt social ) by aligning the Corporate Officers’ interest with those of its shareholders’ and make sure that the compensation plan rewards executive management for good financial performance. When setting this policy, the Board of Directors bases its decisions on the following principles:

Comprehensiveness

Consistency

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Understandability & Transparency

Comparability

Competitiveness

Ambition

Balance

Consistency: The policy applicable to the compensation of the Chief • Executive Officer is consistent with the general compensation policy that applies to Group senior executives: the components of the compensation package are the same as • those provided to senior executives (fixed compensation, variable compensation and long-term plans); the financial performance criteria applicable to the Chief Executive • Officer’s variable and long-term compensation are the same for the Chief Executive Officer and for other executives.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019