TECHNICOLOR : Description of the share buyback program -Implementation of a share management agreement

Issy-les-Moulineaux, June 2, 2014

Regulated Information

Description of the share buyback program

Implementation of a share management agreement

This description has been established in accordance with Articles 241-1 and seq. of the General Regulations of the Autorités des marchés financiers.

Date of the Shareholders' Meeting having authorized the share buyback program

The Combined Shareholders' Meeting of May 22, 2014, in its ninth resolution, authorized the Board of Directors, with the power to sub-delegate in accordance with provisions of French Law, to purchase the Company's shares in order to carry out certain transactions.

Implementation of a share buyback program

Using the authorization granted by the Combined Shareholders' Meeting on May 22, 2014, in its ninth resolution, the Board of Directors of the Company, held on the same day, gave to the Chief Executive Officer all powers to implement the share buyback program, including the power to negotiate and sign, in the name and on behalf of the Company, a share management agreement with an independent investment services provider (see below).

Distribution by objective of the treasury currently shares held by Technicolor

As of April 30, 2014, Technicolor held 485,603 treasury shares representing 0.14% of the share capital. The 485,603 treasury shares were allocated by the Board of Directors, on October 20, 2010, to employee option programs or other allocations of shares to employees and legal representatives of the Group.

Objectives of the share buyback program

Technicolor intends to purchase its own shares in order to achieve the following objectives:

• covering stock options plan and free shares allocation plan; and
• ensuring the liquidity of the Company's shares by virtue of a liquidity agreement entered into with an investment services provider acting independently in accordance with a code of ethics approved by the Autorité des marches financiers.

Maximum percentage of the share capital purchase - Number of securities which may be purchased under this buyback program

The maximum percentage that the Company may purchase under this buyback program is equal to 10% of the Company's share capital, i.e. a number of shares not exceeding 33,590,797 as of the date of the Combined Shareholders' Meeting on May 22, 2014. Moreover, the number of shares that the Company can hold at any time may not exceed 10 % of the Company's share capital.

The securities that the Company is authorized to purchase are exclusively Technicolor ordinary shares, of same class, in bearer or registered form, traded on the Euronext Paris regulated market - Compartment B (ISIN Code FR00109188292).

The maximum purchase price of the share under this buyback program will be €10 per share, or its equivalent on the same date in any other currency. In the event of a change in the nominal value of the shares, the granting of free shares, a share split or reverse share split, a distribution of reserves or any other assets, the depreciation of the share capital, or any other transaction affecting shareholders' equity, the aforementioned purchase price will be adjusted in order to take into account the effect of such transactions on the value of the shares.

The global amount allocated to the share buyback program shall not exceed €335,907,670.

Terms of the buyback

The acquisition, sale or transfer of shares may be made at any time and by any means, on the stock market or over-the-counter, including through the acquisition or sale of blocks of shares (without limiting the portion of the buyback program to be carried out through such means), or through the use of options or other financial instruments traded on a regulated market or over-the-counter or through the delivery of shares further the issuance of securities giving access to the Company's share capital by conversion, exchange, redemption, exercise of a warrant or any others means on terms contemplated by the market authorities and in accordance with applicable regulations.

These transactions may not be carried out during the period of a public offer relating to the securities giving access to the Company's share capital.

Duration of the program

The authorization given by the Combined Shareholders' Meeting on May 22, 2014 is valid for an eighteen-month period from such Shareholders' Meeting, i.e. until November 22, 2015.

Implementation of a share management agreement

The Company has appointed Kepler Capital Markets SA (Kepler Cheuvreux) as independent investment services provider for the implementation of a share management agreement on its ordinary shares from June 3, 2014, for a period of one year, automatically renewable. This agreement complies with the Association Française des Marchés Financiers (AMAFI)'s ethics charter as approved by the Autorité des marchés financiers in its decision of March 21, 2011.

For the implementation of this agreement, a sum of €3 million has been allocated to the liquidity account.

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About Technicolor

Technicolor, a worldwide technology leader in the media and entertainment sector, is at the forefront of digital innovation. Our world class research and innovation laboratories enable us to lead the market in delivering advanced video services to content creators and distributors. We also benefit from an extensive intellectual property portfolio focused on imaging and sound technologies, based on a thriving licensing business. Our commitment: supporting the delivery of exciting new experiences for consumers in theaters, homes and on-the-go.

Euronext Paris : TCH   www.technicolor.com:
http://www.technicolor.com/