technicolor - 2020 Universal Registration Document

1 PRESENTATION OF THE GROUP SHARE CAPITAL AND SHAREHOLDING

the issuance and free allocation of a maximum of (iii) 15,407,114 warrants for the benefit of the Company’s shareholders, to be exercised within a period of four (4) years as from the settlement/delivery date of the last of the Capital Increases, on the basis of one (1) warrant for one (1) existing share, being resolved that five (5) Shareholders Warrants shall entitle to subscribe four (4) new ordinary shares, at a price of €3.58 per new share with a nominal value of €0.01 paired with an issue premium of €3.57 (the “Shareholders Warrants”); the issuance and free allocation of a maximum of (iv) 17,701,957 warrants, with cancellation of the shareholders’ preferential subscription right on consideration of the New Money (1) and for the benefit of the New Money lenders (including 842,950 warrants allocated to Bpifrance Participations SA), to be exercised within a period of three (3) months as from the settlement/delivery date of the last of the Capital Increases, on the basis of one (1) warrant for one (1) existing share, being resolved that 1 New Money Warrant shall entitle to subscribe one (1) new ordinary share at a price of €0.01 per new share with a nominal value of €0.01 without issue premium (the “New Money Warrants”). The Safeguard Plan was approved by the Paris Commercial Court on July 28, 2020. The Prospectus relating to the share capital increases and its supplement were approved by the Autorité des marchés financiers respectively on July 10 and August 4, 2020. All the conditions precedent being thus fulfilled with respect to the equity issuance provided and as part of the Safeguard Plan, the Capital Increase with DPS was launched on August 7, 2020. On September 16, 2020 the Company announced the results of the Capital Increase with DPS and the issuance of 110,738,255 new ordinary shares at a unit price of €2.98, including the issue premium, i.e. €329,999,999.90: the number of new shares subscribed on an irreductible basis and • reductible basis amounted to 20,039,121 shares representing 18.10% of the Capital Increase with DPS, being specified that, in accordance with its subscription commitment, Bpifrance Participations SA subscribed, on an irreducible basis, for 8,370,251 new shares ( i.e. approximately €25 million); in accordance with the terms of the Safeguard Plan and pursuant to • their guarantee commitment, the Creditors holding claims against the Company further subscribed to the unsubscribed portion of the Capital Increase with DPS, i.e. 90,699,134 new shares representing 81.90% of the Capital Increase with DPS, by way of set-off against their claims under the Debt Facilities for an aggregate amount (issue premium included) of €270,283,419.32.

The settlement-delivery and admission to trading of the new shares issued in virtue of the Capital Increase with DPS was effective on September 22, 2020. At the same date, the Company also proceeded with: the settlement and delivery of the Reserved Capital Increase with • cancellation of the shareholders’ preferential subscription right in favour of the Creditors holding Claims against the Company, for a gross amount, including the issue premium, of €329,999,996.60, through the issue of 92,178,770 new shares at a unit price of €3.58, exclusively subscribed by way of set-off, at par, against the balance of the non-reinstated claims; the delivery to the New Money lenders (including Bpifrance • Participations SA), in consideration of the New Money, of 17,701,957 New Money Warrants (including 842,950 BPI New Money Warrants) exercisable for a period of 3 months, giving the right to subscribe to a maximum number of 17,701,957 new shares, at a price of €0.01 per new share with a nominal value of €0.01 without issue premium, and representing approximately 7.5% of the Company’s share capital after the Capital Increases but before the exercise of the Shareholder Warrants mentioned below; and the delivery to all the Company’s shareholders, registered in account • on August 7, 2020, of 15,407,114 Shareholders Warrants, on the basis of one (1) Shareholders Warrant for one (1) existing share, five (5) Shareholders Warrants giving the right to subscribe for four (4) new shares for a 4-year period, which may result in the issue of a maximum number of 12,325,691 new shares, at a price of €3.58 per new share. The Shareholders Warrants have been admitted to trading on Euronext Paris as from September 22, 2020 under the ISIN code number FR0013526225. On September 22, 2020, the Chief Executive Officer, by delegation of the Board of Directors, recorded the final completion of the Capital Increases. As a consequence of the issue of 110,738,255 new ordinary shares for the Capital Increase with DPS and of 92,178,770 new ordinary shares for the Reserved Capital Increase, he noted that the Company’s share capital was thus increased from €154,071.14 to €2,183,241.39, and was divided into 218,324,139 fully paid-up shares, each with a nominal value of €0.01. In addition to the above, and as a consequence of the exercise of part of the New Money Warrants and Shareholders Warrants issued and delivered on September 22, 2020, the Company’s share capital was further increased as follows in 2020: following the exercise of a total of 17,455,088 New Money Warrants • during the exercise period (from September 22 to December 22, 2020), 17,455,088 new ordinary shares have been issued and allocated to the New Money Lenders (including a part of 842,950 news shares to BPI); following the exercise of 20,320 Shareholders Warrants between • September 22 and December 31, 2020, 16,256 new ordinary shares were issued and allocated to the shareholders. By delegation of the Board of Directors, the Chief Executive Officer recorded these subscriptions and amended accordingly the Company’s bylaws as of December 31, 2020.

A contribution to the Group of a sum equivalent to approximately €420 million (net of costs and commissions). (1)

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020