technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

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 determined by the Board of Directors for the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would • be earned

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 determined by the Board of Directors for the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would • be earned.

2016

2017

2018

Total

Detailed objectives

Set objectives for the plan

Announced objective Achieved Objective Achieved Objective Achieved

Cumulative objective Achieved

Adjusted EBITDA

€600 million €565 million €326 million €306 million €250 million €270 million €1,176 million €1,141 million

Group Free Cash Flow

€240 million €248 million €32 million €66 million €40 million €(47.9) million €312 million €266.1 million

The Board of Directors of February 27, 2019 reviewed the level of achievement of the performance conditions set by the plan and noted that they weren’t met. As a consequence, no share was definitively acquired and none was delivered on April 30, 2019

Characteristics of the LTIP – Presence condition Cases of forfeiture

4

Beneficiary of Performance Shares who would leave the Group before the expiration of the vesting period of at least three years

Exceptions Case of legal premature exit (including cases of death, disability, retirement, termination without cause) and other customary exceptions decided upon by the Board of Directors The plan prevents beneficiaries who are members of the Executive Committee from using hedging instruments for the performance shares and requires that they retain a significant number of shares up until the termination of their positions within the Group.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 143