technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

The Remunerations Committee 9 MEETINGS IN 2020

97.22% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

4 MEMBERS

Composition as of September 23, 2020

Cauchois (Chairperson, Independent)

All the Committee members, except the Director representing employees who is not included for the calculation of the independence rate, are independent under AFEP-MEDEF Corporate Governance Code.

• Mr. Florent Chabaud (Non-Independent) • Ms. Christine Laurens (Independent) • Ms. Melinda J. Mount (Independent) •

Individual attendance rates to Remunerations Committee meetings held in 2020

Current members: Mr. Xavier Cauchois: 100% • Mr. Florent Chabaud: 100% • Ms. Christine Laurens: 88.88% • Ms. Melinda J. Mount: 100% •

Previous members who left in 2020: Mr. Yann Debois: 100% •

Mission

Main activities of the Remunerations Committee in 2020 reviewed the Group’s variable compensation plan and its application • (2019 results and 2020 targets); reviewed the Company’s policy regarding equal employment and • wages; reviewed and proposed to the Board of Directors the compensation • policies to be approved by the General Shareholder’s Meeting under the new say on pay ex-ante ; proposed new rules of allocation regarding the Directors’ • compensation and the Chairperson of the Board’s compensation; studied the compensation of the Chief Executive Officer and, • in particular, proposed variable compensation targets; worked on the elaboration of a new project of long-term incentive • compensation plan in the form of restricted shares and performance shares with specific rules for the Chief Executive Officer and Executive Committee’s members eligible only to performance shares (LTIP 2020) and actually made its proposal to the Board for issuing the Plan; worked on the elaboration of an incentive & investment plan for • the Chief Executive Officer and other eligible members of the Executive Committee.

issues recommendations to the Board of Directors regarding the • compensation of (i) the Chief Executive Officer (and other Executive Directors if any), (ii) the Chairperson of the Board, and (iii) the other Directors to be submitted to the Shareholders’ Meeting; makes proposals regarding grants of stock options and performance • shares to the Group’s employees, and more generally regarding employee shareholding and employee savings programs; issues recommendations on the consistency of the compensation of • the Chief Executive Officer (and other Executive Directors if any) as compared with that of the other managers and employees.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020