technicolor - 2020 Universal Registration Document

FINANCIAL STATEMENTS NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS Note 1 - General Information

Set up of Security-Management Trust 3. contracts On July 17, 2020, as guarantee for the debt, Tech 6 SAS entered into two contracts of Security-Management Trust for the benefit of creditors. On August 21, 2020, as guarantee for the debt, Technicolor SA entered into two contracts of Security-Management Trust for the benefit of creditors. By the Security-Management Trust, the assets owned by the Company are transferred to a trustee who manages them for the duration of the guarantee. The transferred assets are recorded in the trusts’ accountancy held by the trustee, Equitis Gestion, as well as the income and expenses related to the transferred assets. The fiduciary assets transferred by Tech 6 SAS on the date of signing of the contract correspond to the shares of Tech 7 SAS and the debt due by Technicolor SA (loan of the amounts received under the bond loan) valuated at the net book value at the transfer date, i.e. €666,434,980 and €349,667,400, respectively. The fiduciary assets transferred by Technicolor SA on the date of signing the contract correspond to the shares of Gallo 8 SAS. At the transfer date, the shares have been valued at net book value of €693,400,000. At the setting-up of the trusts, Tech 6 SAS and Technicolor SA: have booked the disposals of transferred assets with counterpart • an exceptional charge; have booked an asset corresponding to the representative rights • of assets transferred to the trust with counterpart an exceptional income. At the end of the year, the net result of the trusts is taken into account in the valuation of the representative rights of the assets transferred in trust in return for a financial income booked in income statement. Restructuring of the existing indebtedness 4. of the Group in order to bring it back to a level in line with the Group’s business prospects, as follows The restructuring of 46.5% of receivables ( i.e. receivables under • (i) the Term Loan B (ii) the Revolving Credit Facility) into new term loans equivalent to €574 million in principal, due December 31, 2024 (in fine) and the granting of new security on the Group’s assets and a personal guarantee; the financial terms of the restructured debt are as follows: Euro Tranche (€454 million): EURIBOR (0% floor) + 3% per year • cash interest + 3% per year PIK Interest (capitalised); USD Tranche ($141.5 million): LIBOR (0% floor) + 2.75% per year • cash interest + 3% per year PIK interest (capitalised). A rights issue of the Company, with shareholders’ preferential • subscription rights, for a total amount of €330 million, at a subscription price of €2.98 per share, fully backstopped by the Term Loan Debt and RCF lenders by way of set-off of their claims at par under the existing credit facilities; Bpifrance Participations subscribed to the rights issue in cash pro rata its then current shareholding ( c. 7.6%) on a non-reductible basis (souscription à titre irréductible) for an aggregate amount up to €25 million; cash proceeds of the rights issue were used in full to repay the Term Loan Debt and RCF lenders, at par value.

As of July 20, 2020, Technicolor SA has sold 467 shares of Technicolor India Private Ltd. (representing 0.003% of the Company’s share capital) for a price of U.S.$1,245 (or €1,061.74) to its subsidiary Tech 7 SAS. Since this transaction, Tech 7 SAS holds 100% of the share capital of Technicolor India Private Ltd. As of August 21, 2020, sole shareholder Technicolor SA has subscribed to the capital increase of its subsidiary Tech 6 SAS by issuing 3,940,000 common shares with a nominal value of €10 each by offsetting debts of a nominal amount of €39,400,000. As of August 21, 2020, Tech 6 SAS has subscribed to a further increase in the share capital of Tech 7 SAS by issuing 3,940,000 common shares, with a nominal value of €10 each, by offsetting debts of a nominal amount of €39,400,000. As a result of these transactions, Tech 6 SAS holds 100% of the share capital of Tech 7 SAS, amounting to €666,434,980 and composed of 66,643,498 shares with a nominal value of €10 each. This asset pooling within Tech 7 SAS was carried out in accordance with the accelerated Financial Safeguard Plan of the Technicolor group in order to place the securities of the Company held by Tech 6 SAS in a security trust. Assets pooling within Gallo 8 SAS for the purpose of establishing the “Gallo 8” Security-Management Trust On August 5, 2020, Technicolor SA sold to its subsidiary Gallo 8 SAS: 1,668,024 shares of RCA Trademark Management SAS for a price • of €39,610,000 and representing 99.99% of the Company’s share capital; 13,616,128 shares of Technicolor Trademark Management SAS • for a price of €100,660,000 and representing 99.99% of the Company’s share capital; 1,005 shares of Technicolor USA Inc. for a price of €290,380,000 • and representing 100% of the Company’s share capital. On the same date, Gallo 8 SAS acquired 15,600,000 shares of Technicolor Delivery Technologies SAS, of which 206,640 shares from SOFIA SA and 15,393,360 shares from Technicolor SA, for a price of €128,080,000 and representing 100% of the Company’s share capital. As of August 6, 2020, sole shareholder Technicolor SA has completed a capital increase of Gallo 8 SAS per issue of 50,354,500 new shares with a nominal value of €10 each, by offsetting debt amounting to €503,545,000. Since this transaction, the share capital of Gallo 8 SAS amounts to €783,545,000 and consists of 78,354,500 shares of nominal value of €10 each. As of August 23, 2020, Technicolor SA sold to its subsidiary Gallo 8 SAS 1 share of Technicolor Connected Home Mexico SA de CV for a price of €1 and representing less than 0.01% of the Company’s share capital. This assets pooling within Gallo 8 SAS was carried out in accordance with the Technicolor group’s accelerated Financial Safeguard Plan in order to place the Company’s financial assets, held by Technicolor SA, into a Security-Management Trust.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020 283