technicolor - 2020 Universal Registration Document

PRESENTATION OF THE GROUP SHARE CAPITAL AND SHAREHOLDING

SHARE CAPITAL AND SHAREHOLDING 1.4

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Share capital 1.4.1 GRI [102-2]

On February 18, 2020, the Board of Directors reviewed the level of achievement of the performance conditions. As a result the Board decided, on such basis, to allocate 50% of the free shares that should have been delivered under the LTIP 2017, subject to the presence condition on April 30, 2020. On June 9, 2020, the Chief Executive Officer decided to issue 56,700 new ordinary shares with a nominal value of €0.01, which were delivered on the same day to the LTIP 2017’s beneficiaries. The Company’s share capital was thus increased to €154,071.14, divided into 15,407,114 shares. Issuance of shares and warrants under 4 the delegations of authorities granted by the Shareholders’ Meeting of July 20, 2020 in the context of the final step of the Safeguard Plan On July 20, 2020, the Company’s Shareholders’ Meeting granted to the Board of Directors several interdependent delegations of authority necessary to carry out the transactions on the Company’s share capital intended, inter alia , to permit the debt restructuring of the Company and its Group in accordance with the draft accelerated Financial Safeguard Plan approved by the committee of the Company’s credit institutions and assimilated entities on July 5, 2020 and to be approved pursuant to a judgment of the Paris commercial court on July 28, 2020. According to these delegations of authority, and subject to the fulfilment or the waiver of two cumulative conditions precedent consisting in the approval of the Safeguard Plan pursuant to a judgment of the Paris Commercial Court and the issue by the Autorité des marchés financiers of its approval on the Prospectus relating to the share capital increases, the Board of Directors, with the option for the latter to subdelegate, was authorized to proceed within a six (6) months period with the following issuances and share capital increases: a share capital increase in cash, with preferential subscription right (i) (DPS) through the issuance of a maximum of 110,738,255 new ordinary shares with a nominal value of €0.01 each, paired with an issue premium of €2.97, i.e. an issue price of €2.98 per new ordinary share, representing a share capital increase in a maximum aggregate amount (issue premium included) of €329,999,999.90 (the “Capital Increase with DPS”); a share capital increase in cash, without preferential subscription (ii) right, through the issuance of a maximum of 92,178,770 new ordinary shares with a nominal value of €0.01 each, paired with an issue premium of €3.57, i.e. an issue price of €3.58 per new ordinary share, representing a share capital increase in a maximum aggregate amount (issue premium included) of €329,999,996.60, reserved for the exclusive benefit of the Creditors holding claims against the Company as defined below (1) (the “Reserved Capital Increase”) and, together with the Capital Increase with DPS, the “Capital Increases”);

NUMBER OF SHARES AND VOTING RIGHTS AS OF DECEMBER 31, 2020 In 2020, the Company carried out several operations which impacted the amount of the share capital and the nominal value of the Company’s shares, including an important capital increase as detailed below: Reverse share split 1 Pursuant to the delegation of powers granted by the Shareholders’ Meeting of March 23, 2020, the Board of Directors, at its meeting of March 23, 2020, decided to implement the reverse share split decided by the said Shareholders’ Meeting under the terms of its third resolution. On May 12, 2020, the Chief Executive Officer noted that the reverse share split had been completed and that 414,461,178 old shares with a nominal value of €1 were exchanged for 15,350,414 new shares with a nominal value of €27, on the basis of 1 new share for 27 former shares. Consequently, the old shares (ISIN code FR0010918292) were delisted from the regulated market Euronext Paris on May 12, 2020 and were replaced by the new shares (ISIN code FR0013505062). The amount of the Company’s share capital remained unchanged at €414,461,178 following this reverse share split. Share capital reduction 2 Under the terms of its fourth resolution, the Company’s Shareholders’ Meeting of March 23, 2020 decided to reduce the share capital by a total amount of €414,307,673.86. This capital reduction was carried out by reducing the nominal value of each share of the 15,350,414 shares of the Company from €27 to €0.01. At the end of the period of opposition by creditors, the Chief Executive Officer, by delegation of the Board of Directors, recorded the final completion of the share capital reduction. He thus noted that the share capital was reduced from €414,461,178 to €153,504.14, divided into 15,350,414 shares with a nominal value of €0.01. Issuance of shares under the 2017 Long-Term 3 Incentive Plan (LTIP 2017) In accordance with what has been presented in the 2019 Universal Registration Document on pages 141 and 142, performance shares were delivered under the LTIP 2017.

The Creditors as mentioned above are the holders of claims due by the Company under (i) the facility agreement of circa €1 billion dated December 6, 2016 (the “Term Loan B”) and (ii) the revolving (1) credit facility of €250 million entered into on December 21, 2016 (the “RCF” and, together with the Term Loan B, the “Debt Facilities”) (the “Claims”).

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020