technicolor - 2018 Registration document

PRESENTATION OF THE GROUP

SHARE CAPITAL AND SHAREHOLDING

POTENTIAL MODIFICATIONS TO THE COMPANY’S SHARE CAPITAL GRI [102-10]

ELEMENTS LIKELY TO HAVE AN INFLUENCE IN CASE OF A PUBLIC OFFER Pursuant to Article L. 225-100-3 of the French Commercial Code, the agreements governing the Term Loan Debt, the RCF and the €35 million bilateral credit facility to which Group companies are parties contain change of control clauses. For more information on these agreements, please refer to Chapter 2: “Operating and financial review and prospects”, section 2.3.3: “Financial resources” of this Registration Document. Share buy back 1.4.2 The following paragraphs specify the information to be provided pursuant to Article L. 225-211 of the French Commercial Code. No share purchase program was submitted for approval at the Combined Shareholders’ Meeting convened on April 26, 2018. SHARE MANAGEMENT AGREEMENT The Company appointed Natixis, an independent investment services provider, to implement a share management agreement for the Company’s ordinary shares for a period of one year from April 5, 2016, renewable by tacit agreement. This agreement is consistent with the Code of Conduct of the Association française des marchés financiers (AMAFI), approved by the AMF in its decision of March 21, 2011. To implement this agreement, €3.5 million has been allocated to the liquidity account. As a result of the Board’s decision not to submit to the shareholders a new share purchase program in 2018, Technicolor decided to suspend this program effective on April 26, 2018.

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As of December 31, 2018, a total of 10,652,013 stock options are outstanding in the framework of stock options plans, part of which remains subject to the achievement of performance conditions (for details of these plans, see Chapter 4: “Corporate governance and compensation”, section 4.2.3: “Stock Option Plans and Performance and Restricted Share Plans” of this Registration Document). If all options in the Stock Option Plans were exercised, this would lead to the issuance of 10,652,013 shares. Technicolor’s share capital would be composed of 425,113,191 ordinary shares, i.e. a 2.5% increase in the number of shares from December 31, 2018. As of December 31, 2018, a total of 6,483,821 performance shares could be vested to employees and Corporate Officers under performance conditions set by the performance share plans (for details of these plans, see Chapter 4: “Corporate governance and compensation”, section 4.2.3: “Details on Stock Option Plans and Performance and Restricted Share Plans” of this Registration Document). If all shares in the performance share plans were delivered, this would lead to the issuance of 6,483,821 shares. Technicolor’s share capital would be composed of 420,944,999 ordinary shares, i.e. a 1.5% increase in the number of shares from December 31, 2018. As of the date of publication of this Regitration Document, no other securities giving access to capital are in circulation. TECHNICOLOR SHARES SUBJECT TO A SECURITY INTEREST To the Company’s knowledge, as of the date of publication of this Regitration Document, no shares of the Company are pledged.

HOLDING AND ALLOCATION OF TREASURY SHARES AS OF DECEMBER 31, 2018 As of December 31, 2018, the Company held 1,074,994 treasury shares (1) representing 0.26% of the share capital, with a gross book value of €56,405,049.38 and a nominal value of €1,074,994.

Percentage of treasury shares held directly or indirectly Number of treasury shares held directly or indirectly Number of shares canceled over the last 24 months (2)

0.26%

1,074,994

-

Gross book value of shares owned (in Euros) Market value of shares owned (3) (in Euros)

56,405,049.38

1,025,544.28 As of December 31, 2018, the Company was holding 371,069 registered shares directly and 703,925 shares in the frame of the share management agreement. (1) Last 24 months preceding December 31, 2018. (2) Based on a quoted market price of €0.954 per share on December 31, 2018. (3) Out of the total 1,074,994 treasury shares held on December 31, 2018: 371,069 shares are allocated to employee stock option programs or other allocations of shares to employees and Corporate Officers of the Group; and • 703,925 shares are allocated to a liquidity objective. •

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TECHNICOLOR REGISTRATION DOCUMENT 2018