technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Gross amounts Comments

ANNUAL VARIABLE COMPENSATION

€863,835 Annual variable compensation of Mr. Richard Moat (2020 fiscal year) 2020 Rules set at the beginning of the fiscal year

Appraisal by the Board

Target amount

Maximum amount

Corres- ponding amount (in euros)

As % of fixed compensation

Target amount (in euros)

As % of fixed compensation

Maximum amount

(in euros) Achieved

EBITA objective Operating Cash Flow objective Extra- Financial objectives

30% €239,400

45% €359,100 101.5% €242,991

30% €239,400

45% €359,100 106% €253,764

40% €319,200 100% €798,000

60% €478,800 115% €367,080 150% €1,197,000 108.25% €863,835

Total variable

Annual variable compensation (in euros)

€863,835

PERFORMANCE SHARES

€554,613

Mr. Richard Moat, as other managers of the Group, was the beneficiary in 2020 of the 2020 Long-Term Incentive Plan (LTIP 2020) implemented by the Board of Directors on December 17, 2020 under the authorization granted by the Annual General Meeting of June 30, 2020 in its twenty-fifth resolution. Upon the Remunerations Committee’s recommendation, the Board decided to grant Mr. Richard Moat 543,833 performance shares ( i.e. 0.2% of the share capital on December 31, 2020) subject to the LTIP 2020 CEO plan rules. For more details about the LTIP 2020, see above sub-section 4.2.1.1.4: “Compensation policy for the Chief Executive Officer” and below sub-section 4.2.4.2: “Performance or Restricted Share Plans” of this Universal Registration Document. It is to be noted, as mentioned in sub-section 4.2.1.1.4 that the financial period of reference period for assessing the performance conditions of the Plan had been adjusted by the Board of Directors in consideration of the date of issuance of the Plan.

4

SEVERANCE PACKAGE

N/A

Mr. Moat does not benefit from a severance package.

NON-COMPETE INDEMNITY

N/A

Mr. Moat does not benefit from a non-compete package.

BENEFITS IN KIND Tax advisor fees consistent with the policies applied within the Group for senior manager expatriation and mobility. On July 30, 2020, the first extra-financial objective set for the Chief Executive Officer’s 2020 variable compensation and accounting for 10% of the amount of the target (1) bonus has been slightly adjusted by the Board of Directors, upon recommendations of the Remunerations Committee. This objective was initially stated and approved by the shareholders, as follows : “10% of the target bonus will depend upon the successful completion of the capital increase authorized by the Shareholders' Meeting on March 23, 2020 in its 5th resolution”. As mentioned above, due to Covid-19 crisis and major market difficulties, the financial restructuring which was planned initially in the first half of 2020 was postponed. The 300 M€ rights issue approved on March 23, 2020 could not be completed. An alternative financial restructuring was launched, including two 330 M€ capital increases and authorized by the Shareholders' Meeting on July 22, 2020. The Board of Directors therefore decided on July 30, 2020 to adjust this extra-financial objective as follows:“10% of the target bonus will depend upon the successful completion of the capital increases authorized by the Shareholders' Meeting on July 22, 2020. The financial restructuring was successfully completed in September 2020.” The Board of Directors considered that this adjustment remained fully in line with the compensation policy approved by the shareholders for 2020 and with the shareholders’ interests. Figures calculated at budget rate (EUR = 1,10 USD) and including IFRS 16 (see note 3.1 of the consolidated financial statements for the fiscal year ended December 31, 2020) (2) For 2020, Mr. Moat was not awarded nor did he benefit from multi-annual variable compensation, exceptional compensation, stock options, welcome bonus, or supplemental retirement plan or Directors’ compensation. Employer contributions paid by the Group’s companies in respect of Mr. Richard Moat’s compensation amounted to €323,895 in 2020. €6,694

133

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020