technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Gross amounts Comments

SEVERANCE PACKAGE

No payment In the event of his dismissal from the position of Chief Executive Officer, except in cases of serious or gross misconduct, Mr. Rose was entitled to receive an indemnity which was compliant with the AFEP-MEDEF Corporate Governance Code and the provisions of Article L. 225-42-1 of the French Commercial Code, according to the following principles. The indemnity would amount to a maximum of 15 months of his fixed and variable compensation, • determined on the basis of a fixed compensation of €800,000 and variable compensation of €800,000 (corresponding to his fixed and variable compensation prior to the amendment of July 2013). The compensation elements other than the annual fixed and variable compensation, and in particular, the Long-Term Incentive Plans, would not be taken into account in the determination of the indemnity. The indemnity would be determined and paid in euros, according to the principles determined by • the Board of Directors on July 23, 2008 and March 9, 2009, without taking into account the splitting into currencies in effect after. The payment of the indemnity would be subject to compliance with the performance conditions over • a three-year period as determined annually by the Board of Directors which were the same as those used for Mr. Rose’s annual variable compensation: half of the indemnity payment is subject to the achievement of a consolidated EBITDA target; • and the remaining half is subject to the achievement of a consolidated Free Cash Flow target. • The achievement of operational consolidated EBITDA and Free Cash Flow targets would be • measured, on the basis of a constant scope of consolidation, by comparison to the average EBITDA and Free Cash Flow targets determined for the three fiscal years prior to the dismissal date: if at least 80% of either the EBITDA or Free Cash Flow performance target was not achieved, no • indemnity would be due; should the percentage of achievement of either target fall between 80% and 100%, the indemnity • would be reduced accordingly. This commitment was authorized by the Board of Directors meeting of March 9, 2009 and approved by the Ordinary Shareholders’ Meeting on June 16, 2009, in its 9 th resolution. The Board of Directors reviewed on December 20, 2019 the performance conditions. It noted that they were not satisfied, and that the severance indemnity was therefore not due to Mr. Rose following his departure. In the event of termination from his duties, Mr. Rose was required, for a period of nine months following termination, not to work, in whatever manner it may be, for the benefit of any entity carrying on operations which are in competition with Technicolor in Europe and/or in the United States, and/or in Asia, in exchange for a monthly indemnity calculated on the basis of his fixed and variable compensation, determined according to the principles applied to the determination of the severance pay. This commitment was authorized by the Board of Directors meeting of July 23, 2008 and modified on March 9, 2009 and was approved by the Ordinary Shareholders’ Meeting on June 16, 2009 in its 8 th resolution. Therefore, further to the end of office as Chief Executive Officer and in order to protect the Company’s interests, Mr. Rose is entitled to receive a non-compete indemnity of €824,400 which will be paid in monthly installments. In 2019, an amount of €167,930.65 was paid, the remaining part of the non-compete indemnity will be paid in 2020. Mr. Rose benefited from a car allowance in the amount of £8,871 for 2019, corresponding to €10,108 on the basis of the reference exchange rate. €824,400

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NON- COMPETITION INDEMNITY

BENEFITS IN KIND

€10,108 (1) (for reference, €11,964 (2) in 2018)

The amounts reported are converted into euros, even though they are paid in part in U.S. dollars and in pounds sterling, based on the average exchange rates for 2019, i.e. (1) £0.8776 for €1 and U.S.$1.12058 for €1. Restated at the exchange rate used for the conversion of the 2018 and 2019 compensation: average exchange rate for 2019. (2)

For 2019, Mr. Frédéric Rose was not awarded nor did he benefit from multi-annual variable compensation, exceptional compensation, performance shares, stock options, welcome bonus, supplemental retirement plan or Directors’ fees.

Employer contributions paid by the Group’s companies in respect of Mr. Frédéric Rose’s compensation amounted to €220,300 in 2019.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 129