TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

any significant changes to accounting principles applied by (vii) Technicolor or to any Company of the Technicolor group, other than changes made in application of applicable law or required by the Statutory Auditors of Technicolor or the relevant Company. Article 9. Directors’ and Board Observers’ Right to Information 9.1. Each Director shall receive all information needed to perform his/her duties, and may request any documents he or she considers appropriate. The Chairman may deny such requests for additional documents when such request does not appear reasonably warranted by the corporate interest or useful to the Director in carrying out his or her duties. The Chairman shall inform the Board regarding the follow-up provided to each such request. 9.2. Directors shall be provided in advance with the documents necessary to cast an informed vote based on full knowledge of the facts regarding the matters on the agenda. 9.3. Other than in connection with Board meetings, Directors shall be kept informed, on a regular basis and by any mean, of the financial and liquidity situation, of the Company’s commitments, as well as of any significant event and transaction relating to the Company. 9.4. Directors may request to visit a place of business of the Company, as may be required to perform their duties. Such requests shall be sent to the Chairman and to the Chief Executive Officer. Any visit of a Company place of business shall be organized so as to minimize disruptions to the functioning of the business.

Members of the Board participating in a meeting by videoconference or other telecommunication means shall be deemed to be present for the calculation of the quorum and majority, except for meetings during which matters referred to in Articles L. 232-1 and L. 233-16 of the French Commercial Code (approval of the Company financial statements and management report and approval of the Group consolidated financial statements and management report) are addressed. Article 8. Limitations of the powers of the Chief Executive Officer The Chief Executive Officer must obtain prior Board approval for: any material transaction outside the scope of Technicolor’s (i) stated strategy or that is likely to materially affect the operational or financial situation of the Group; the conclusion of any material strategic partnership; (ii) any transaction (contribution, acquisition, disposal, merger, (iii) transfer of any entity, activity or assets) by any member of the Technicolor group for an amount of more than €25 million, either per operation or per series of related operations; the conclusion of new finance contracts increasing the Group’s (iv) level of indebtedness by more than €25 million; the appointment of a statutory auditor who is not part of a (v) network of international repute; any decision, by any member of the Technicolor group, to (vi) settle a litigation where such settlement would result in a payment of more than €10 million to the relevant counterparty; and

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TECHNICOLOR REGISTRATION DOCUMENT 2017