technicolor - 2019 Universal registration document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

PERFORMANCE OR RESTRICTED SHARE 4.2.4.2 PLANS This section constitutes the Board of Directors’ report to shareholders made in accordance with Article L. 225-197-4 of the French Commercial Code, describing the allocations by the Board of Directors of performance and restricted shares under Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code during fiscal year 2019. 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 ( i.e. 8,239,744 shares). Upon recommendation by the Remunerations Committee, on April 29, 2016, the Board of Directors, making use of this authorization, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2016 Long-Term Incentive Plan). The Board of Directors made other uses of this same authorization, upon recommendation by the Remunerations Committee, on January 6,

2017 to establish the 2017 Long-Term Incentive Plan and April 25, 2018 to establish the 2018 Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders. 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 is 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 ( i.e. 3,000,000 shares). Upon recommendation by the Remunerations Committee, on June 14, 2019, the Board of Directors, making use of this authorization, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2019 Long-Term Incentive Plan). These plans 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.

PERFORMANCE AND RESTRICTED SHARE PLANS IN EXISTENCE AS OF DECEMBER 31, 2018 (TABLE NO. 9 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

LTIP 2016 LTIP 2017 LTIP 2018 LTIP 2019 Apr. 29, 2016 Apr. 29, 2016 Apr. 29, 2016 June 14, 2019

Date of Shareholders’ Meeting Date of Board of Directors’ meeting

Jan 6, 2017 March 9, 2017 Apr. 26, 2017 Jul. 26, 2017

June 14, 2019 Jul. 24, 2019 Nov. 5, 2019

Apr. 29, 2016 Jul. 27, 2016 Oct. 20, 2016

Apr. 25, 2018 June 25, 2018

Number of shares initially granted, including: Number of shares granted to Directors and officers (1) : Frédéric Rose

3,040,500 4,507,500 637,000 2,657,000

270,000 380,000 840,000 1,509,000

0

0

Number of shares granted to the top ten employee beneficiaries

575,000 850,000

Acquisition date

Apr. 30, 2019 Apr. 30, 2020 Apr. 30, 2021 June 14, 2022

End of the holding period Performance conditions

N/A

N/A

N/A

N/A

Yes

Yes

Yes

No

Number of shares acquired as of December 31, 2019 Number of forfeited shares since the beginning of the plan Number of forfeited shares cancelled during the 2019 exercise Number of shares susceptible to be acquired on December 31, 2019 Information provided pursuant to Article L. 225-184 of the French Commercial Code. (1)

0

-

-

-

3,040,500 1,245,780

37,000

47,694 47,694

2,338,278

276,823

7,000

0 3,261,720 600,000 2,609,306

As of December 31, 2019, the total outstanding shares under the plans amounted to 6,471,026 shares, i.e. 1.56% of the share capital as of December 31, 2019. In accordance with Article L. 225-184 of the French ACommercial Code, it is noted that no share was acquired in 2019 under those plans.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019