technicolor - 2020 Universal Registration Document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Compensation items of the Chief Executive Officer during his term of office Fixed compensation The Chief Executive Officer benefits from a fixed annual compensation which is determined by taking into account the level and complexity of his responsibilities, his experience in similar positions and market practices for comparable companies. The Board of Directors reviews the amount of the fixed compensation at relatively long intervals. However, should it be decided to revise the fixed compensation, the rationale for such revision would be clearly disclosed to shareholders. The Chief Executive Officer’s fixed annual compensation remains at €600,000 payable in 12 monthly installments. Annual variable compensation The Chief Executive Officer is entitled to an annual variable compensation for which the Board of Directors, upon recommendation of the Remunerations Committee, defines each year performance objectives that are diverse and challenging, precise and pre-set, allowing for a comprehensive performance analysis, aligned with shareholders’ interests. The variable compensation is subject to the achievement of minimum targets with respect to the financial objectives set by the Board each year. The same minimum targets are applicable to all Group employees benefiting from the variable compensation plan.

if the consolidated adjusted EBITA amounts to a target – objective set by the Board of Directors, 100% of the target bonus will be paid in respect of that objective, if the consolidated adjusted EBITA exceeds this target objective, – the compensation paid in respect of that objective could be up to 150% of the target bonus; a consolidated Operating Cash Flow objective accounting for 30% • of the amount of the target bonus: if the consolidated Operating Cash Flow does not amount to – a minimum objective set by the Board of Director, no compensation will be paid in respect of that objective, if the consolidated Operating Cash Flow amounts to a target – objective set by the Board of Directors, 100% of the target bonus will be paid in respect of that objective, if the consolidated Operating Cash Flow exceeds this target – objective, the compensation paid in respect of that objective could be up to 150% of the target bonus; extra-financial objectives (the fulfillment of each of the three • extra-financial objectives accounting together for 40% of the amount of the target bonus will be assessed by the Board of Directors and, in case of overachievement, an amount of up to 150% of the target bonus will be paid in respect of these objectives): 15% of the target bonus will depend upon a strategic objective • providing to the Board a 3 to 5 year vision and strategy for Technicolor, 15% of the target bonus will depend upon an objective relating to • Talent management to ensure that the transformation is driven: inspire and motivate the workforce (People survey), attract and retain key talents, mitigate human capital risks by ensuring robust succession planning action plans, 10% of the target bonus will depend upon a CSR objective • of promotion of diversity across the organization and limitation of the environmental impact.

150% Objectives exceeded

€1,197,000

100% Target objectives achieved

€798,000

€600,000

0% Minimum target objectives not achieved

0

Consolidated Operating Cash Flow 30 % Consolidated adjusted EBITA 30 % Extra-financial objectives 40 %

Annual variable compensation

Annual fixed compensation

Subject to the achievement of the performance objectives, the annual variable compensation will amount to: €0 in case of non-achievement of the objectives; • a target bonus of €798,000 in case of achievement of 100% of • the objectives (representing 133.33% of is fixed compensation); up to 150% of the target bonus in case of overachievement of • the objectives ( i.e. €1,197,000 representing 199.5% of his fixed compensation). The Board of Directors defined the performance objectives for the Chief Executive Officer’s 2021 variable compensation as follows: financial objectives (accounting for 60% of the amount of the target • bonus): a consolidated adjusted EBITA objective accounting for 30% of • the target bonus: if the consolidated adjusted EBITA does not amount to – a minimum objective set by the Board of Directors, no compensation will be paid in respect of that objective,

The financial objectives are performance indicators used by the Group in its financial communication. These financial objectives are also those used for determining the variable compensation of all Group employees who receive such compensation. Payment to the Chief Executive Officer of his variable compensation will be subject to approval of his compensation package by the shareholders at the Annual General Meeting, in accordance with Article L. 22-10-34 II of the French Commercial Code.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020 126