technicolor - 2020 Universal Registration Document

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

DIRECTORS’ COMPENSATION 4.2.1.3 GRI [102-35] [102-37]

The Remunerations Committee recommends to the Board of Directors the total amount of Directors’ compensation to be submitted for shareholders’ approval at the Annual General Meeting, and their allocation among the Directors. The maximum annual amount of Directors' compensation that can be paid to the Directors was set at €850,000 by the Annual General Meeting held on April 29, 2016.

The rules governing the allotment of the Directors’ compensation payable for 2020 are defined in the Compensation policy for the Directors approved by the Shareholders at the Annual General Meeting held on June 30, 2020 (see 2019 Universal Registration Document, section 4.2.1.1.2, page 116).

DIRECTORS’ COMPENSATION AND OTHER COMPENSATION PAID TO DIRECTORS IN 2019 AND 2020 (TABLE NO. 3 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Gross amounts due in respect of fiscal year 2020 and paid in 2021 (in euros)

Gross amounts due in respect of fiscal year 2019 and paid in 2020 (in euros)

Including a variable amount of

Other compensation items

Including a variable amount of

Other compensation items

Directors’ compensation

Directors’ compensation

Name

Anne Bouverot

49,667 76,000 53,667

28,000 46,000 32,000

81,875 (1)

102,000 83,000 100,500

57,000 140,625 (1)

Bpifrance Participations Xavier Cauchois Yann Debois (2) Florent Chabaud (2) Dominique D’Hinnin Cécile Frot-Coutaz Ana García Fau (4)

- - - - -

53,000 60,500

- - - - - - - - - - - -

- -

- -

- -

- -

44,250

28,000

80,000 50,000 46,000

50,000

-

-

38,250 (3)

36,000 16,000 (3)

91,000 28,833 49,750 119,000 41,333 55,750 -

51,000 10,500 33,500 79,000 23,000 39,500 -

-

26,000

Bruce Hack (5)

68,125 (5)

-

-

Christine Laurens

- - - - - -

74,000

44,000

Richard Moat

-

-

Melinda J. Mount Laura Quatela (6)

108,000

63,000

-

-

Brian Sullivan

78,000

48,000

Maarten Wildschut (7)

-

-

-

-

TOTAL 609,250 370 500 188,250 721,500 437,500 156,625 In compliance with the compensation policy applicable to the Chairperson of the Board, Ms. Anne Bouverot receives a fixed compensation of €150,000. For the year 2020, (1) this amount was reduced due to Covid-19 crisis. For the year 2019, this fixed compensation was pro-rated to €81,875 to take into account the fact that she was appointed in the course of the year. The fixed compensation due for year N is paid in Year N. Mr. Florent Chabaud succeeded to Yann Debois as Employee Director in July 2020. (2) Ms. Cécile Frot-Coutaz who was Board Observer until her appointment as Director by the Annual General Meeting held on June 30, 2020, was paid according to the same (3) principles that those apply to Directors (as provided by the Board of Directors Internal Regulations). As Observer, she received an amount of €16,000 for her participation to the Board of Directors’ meetings in 2020, and an amount of €38,250 in 2019. Ms. Ana García Fau’s term of office as Director ended in June 2020. (4) Mr. Bruce Hack’s term of office as Director ended in June 2019. In compliance with the compensation policy applicable to the Chairperson of the Board, Mr. Bruce Hack (5) received a fixed compensation of €150,000. For the year 2019, this fixed compensation was pro-rated to €68,125 to take into account the fact that his term ended in the course of the year. The fixed compensation due for 2019 was paid in 2019. Ms. Laura Quatela’s term of office as Director ended in June 2019. (6) Mr. Maarten Wildschut’s term of office as Director ended in June 2020. In compliance with RWC’s policy, Mr. Maarten Wildschut did not receive any Directors’ fees. (7)

The Board Observers appointed in 2020, Mr. Gauthier Reymondier and Angelo Gordon represented by Mr. Julien Farre, did not receive any compensation.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020 136