technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Long-Term Incentive Plan – LTIP 2017 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its 28 th resolution, granted Performance Shares. The table below summarizes the characteristics of these grants.

Long-Term Incentive Plans 2017 – LTIP 2017 Shareholders’ Meeting authorizing the attributions Remunerations Committee recommending the grants

April 29, 2016 (28 th resolution)

January 6, 2017 February 22, 2017 April 25, 2017 July 25, 2017 January 6, 2017 March 9, 2017 April 26, 2017 July 26, 2017

Board of Directors approving grants

Number of beneficiaries (as of December 31, 2019) Number of outstanding shares (as of December 31, 2019)

182

3,261,720 representing 0.79% of the share capital

Vesting period Holding Period

3 years

None except for: the members of the Executive Committee who should retain, until the term • of their contracts, at least 10% of the vested Performance Shares; the CEO who should retain in registered form, until the end of his term of • office, 20% of the vested Performance Shares.

Delivery Date

April 30, 2020 or as promptly as possible thereafter (subject to presence condition on that date)

Characteristics of the LTIP – Performance conditions Performance conditions

2 complementary financial objectives reflecting the key indicators tracked by investors and analysts Adjusted EBITDA objective assessed over a three-year period:

Group Free Cash Flow objective assessed over a three-year period: if the sum of the Group’s yearly Free Cash Flow • realized over three years were greater than or equal to the sum of the annual Free Cash Flow objectives for the Group over the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would • be earned.

4

if the sum of the annual adjusted EBITDA realized over a three-year • period were greater or equal to the sum of the objectives of the annual adjusted EBITDA for the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would be earned. •

2017

2018

2019

Total

Detailed objectives

Set objectives for the plan Objective Achieved Objective Achieved Objective Achieved

Cumulative objective Achieved

Adjusted EBITDA

€326 million €306 million €250 million €270 million €206 million €244 million €782 million €820 million

Group Free Cash Flow

€32 million €66 million €40 million €(47.9) million €(22) million €(161) million €50 million €(142,9) million

Review of the level of achievement of the performance condition

The Board of Directors of February 18, 2020 reviewed the level of achievement of the performance conditions set by the plan and noted that: while the Total Adjusted EBITDA Target for the LTIP 2017 is €782 million, the total Actual Adjusted EBITDA achieved • during 2017, 2018 and 2019 is equal to €820 million, above the Total Adjusted EBITDA Target, hence 50% of the Performance Shares could vested under this performance condition; and while the Total Group Free Cash Flow Target for the LTIP 2017 is €50 million, the total Actual Group Free Cash Flow achieved • during 2017, 2018 and 2019 is equal to €(142,9) million, below the Total Actual Group Free Cash Flow Target, hence no Performance Shares could vested under this performance condition. As per the LTIP 2017 plan rules, the Board subsequently states that 50% of the Performance Shares could vest subject to the Presence Condition on April 30, 2020.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019