TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Statutory Auditors’ special 4.1.3.2

Statutory auditors’ special report on regulated agreements and commitments We hereby inform you that we have not been advised of any agreement or commitment authorized during the year to be submitted to the approval of the Shareholders’ Meeting pursuant to article L. 225-38 of the French Commercial Code. Agreements and commitments already approved by the shareholders’ meeting A) AGREEMENTS AND COMMITMENTS ALREADY APPROVED DURING PREVIOUS YEARS AND HAVING CONTINUING EFFECT DURING THE YEAR We inform you that we have not been given notice of any agreement or commitment already approved by the general meeting whose execution would have continued during the financial year. B) AGREEMENTS AND COMMITMENTS ALREADY APPROVED DURING PREVIOUS YEARS THAT WERE NOT IMPLEMENTED DURING THE YEAR In addition, we have been informed of the continuation of the following commitments, already approved by the General Meeting in previous financial years, which did not give rise to execution during the financial year. Severance pay in case of dismissal of the Chief Executive Officer Person concerned: Mr. Frederic Rose. Nature and purpose: severance pay in the event of removal from office as Chief Executive Officer, except in the case of serious misconduct. Terms and conditions: this commitment was authorized by your Board of Directors on March 9, 2009 and approved by the Shareholders' Meeting of June 16, 2009. Mr. Frederic Rose would receive compensation of a maximum gross amount equal to fifteen months of his fixed and variable remuneration, based on his fixed and variable remuneration prior to the amendment of July 2013. The payment of the indemnity would be subject to meeting performance conditions based on for 50% on the achievement of the EBITDA target and 50% on the achievement of the Group's consolidated Free Cash Flow objective over a period of three years, determined annually by the Board of Directors. The objectives are the same as those used annually to determine the variable portion of Mr. Frederic Rose's compensation.

report on regulated agreements and commitments

[G4-33] GRI

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments that is issued in the French language and provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements and commitments reported on are only those provided for by the French Commercial Code and that the report does not apply to those related-party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report on the regulated agreements and commitments. We are required to inform you, based on information provided to us, on the principal terms, conditions and the interests of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness nor ascertaining whether any other agreement and commitments exist. It is your responsibility, pursuant to article R. 225-31 of the French Commercial Code (Code de commerce), to assess the benefits resulting from the conclusion of these agreements and commitments prior to their approval. Moreover, it is our responsibility, if any, to give you the information specified in article R. 225-31 of the French Commercial Code (Code de commerce) relating to the implementation, during the past year, of agreements and commitments that have already been approved by previous Shareholders’ Meetings. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017