technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

PERFORMANCE OR RESTRICTED SHARE 4.2.4.2 PLANS This section constitutes the Board of Directors’ report to shareholders made in accordance with Article L. 225-197-4 of the French Commercial Code, describing the allocations by the Board of Directors of performance and restricted shares under Articles L. 225-197-1 to L. 225-197-3 and L. 22-10-59 to L. 22-10-60 of the French Commercial Code during fiscal year 2020. The Shareholders’ Meeting of April 29, 2016, in its 28 th resolution, authorized the Board of Directors to proceed with the allocation of existing shares or shares to be issued, in favor of the Group’s employees or certain categories of employees. This authorization has been given for a 26-month period and was valid until June 29, 2018. The shares to be issued pursuant to this authorization shall not represent more than 2% of the share capital on February 29, 2016. Upon recommendation by the Remunerations Committee, on April 29, 2016, the Board of Directors, making use of this authorization, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2016 Long-Term Incentive Plan) . 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. This plan is no more active after cancellation of the shares. The Board of Directors made other uses of this same authorization, upon recommendation by the Remunerations Committee, on January 6, 2017 to establish the 2017 Long-Term Incentive Plan and April 25, 2018 to establish the 2018 Long-Term Incentive Plan . The Board of Directors of February 18, 2020 reviewed the level of achievement of the performance conditions set by the plan and noted that while the total adjusted EBITDA target for fiscal year 2019 was met, the total Group Free Cash Flow target for such year was not achieved.

As per the LTIP 2017 plan rules, the Board subsequently stated that 50% of the Performance Shares could vest subject to the Presence Condition on April 30, 2020. Consequently, 56,700 shares were definitively acquired at this date and were delivered on June 9, 2020. The Shareholders’ Meeting of June 14, 2019, in its 20 th resolution, authorized the Board of Directors to proceed with the allocation of existing shares or shares to be issued, in favor of the Group’s employees or certain categories of employees. This authorization has been given for a 12-month period and was valid until June 13, 2020. The shares to be issued pursuant to this authorization shall not represent more than 0.72% of the share capital as of December 30, 2018. Upon recommendation by the Remunerations Committee, on June 14, 2019, the Board of Directors, making use of this authorization, approved the establishment of a Long-Term Incentive Plan designed to retain key Group employees while aligning their interests with those of the Company and its shareholders (the 2019 Long-Term Incentive Plan) . The Shareholders’ Meeting of June 30, 2020, in its 25 th resolution, authorized the Board of Directors to proceed with the allocation of existing shares or shares to be issued, in favor of the Group’s employees or certain categories of employees. This authorization has been given for a 36-month period and is valid until June 30, 2023. The shares to be issued pursuant to this authorization shall not represent more than 3.6% of the share capital at the date of use of the authorization. Upon recommendation by the Remunerations Committee, on December 17, 2020, the Board of Directors, making use of this authorization, approved the establishment of a Long-Term Incentive Plan designed to retain and recognize key Group employees while aligning their interests with those of the Company and its shareholders (the 2020 Long-Term Incentive Plan) . These plans allow Technicolor to ensure the competitiveness of the compensation offered by the Group, in dynamic and competitive international markets, and in sectors where the ability to attract talent is a key factor to success.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020