TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Arrangements or agreements 4.1.1.4 made with major shareholders, customers, suppliers or others pursuant to which the Board Members and Executive Committee members were selected [G4-27] [G4-41] GRI In connection with the acquisition of Cisco Connected Devices, the Board of Directors, at its meeting of October 19, 2015, coopted Mr. Hilton Romanski as Director. This cooptation was ratified by the Annual General Meeting of April 29, 2016, which also approved the renewal of his directorship. In connection with the capital increase with preferential subscription rights of November 2015, Bpifrance Participations committed to exercise its preferential subscription rights. At the same time, the Company and Bpifrance Participations agreed that the latter should be appointed as a Director of the Company. Bpifrance Participations was coopted by the Board of Directors on January 8, 2016, which was ratified by the Annual General Meeting of April 2016. Since January 6, 2017, Mr. Thierry Sommelet has been the permanent representative of Bpifrance Participations. Bpifrance Participations’s term of office is coming to an end at the Annual General Meeting to be held on April 26, 2018. There are no other arrangements or agreements with major shareholders, customers, suppliers or other parties, by virtue of which a member of the Board of Directors or a member of the Executive Committee has been selected.

Directors’ holdings in the 4.1.1.5 Company’s share capital Article 11.2 of the Company’s bylaws provides that Directors are each required to hold at least 200 shares of Technicolor stock during their term of office. Moreover, in accordance with the Board Internal Regulations, as modified by the Board of Directors on February 22, 2017, each Director is required to acquire 1,000 shares of Technicolor prior to the end of his/her first term as Director. Under the terms of a decision of the Board of Directors on October 24, 2013, the Chairman and the Chief Executive Officer are bound by a minimum investment requirement in Technicolor shares equivalent to the investment of one year of the average Director’s fee. This number of shares is doubled in the event of a renewal of the term of office. Except for the above obligations, members of the Board of Directors are not subject to any contractual restriction regarding the shares they hold in the Company’s share capital. The memorandum entitled Corporate Policy on the Purchase and Sale of Company Shares, Insider Trading and Protection of Inside Information reiterates, however, the rules applicable to trading in Technicolor securities and provides for blackout periods during which such trading is prohibited. This policy also provides that Corporate Officers holding stock options and/or performance shares (i) are not authorized to carry out risk hedging transactions in accordance with the AFEP-MEDEF corporate governance Code and (ii) are subject to blackouts for the exercise of options.

To the Company’s knowledge, the Directors’ shareholdings in the Company’s registered capital as of March 21, 2017 are as follows: Directors present on March 21, 2017 Technicolor shares Bruce Hack 518,000 Frédéric Rose 660,565 Bpifrance Participations 21,853,869 Birgit Conix 1,500 Yann Debois 127 Ana Garcia Fau 1,000 Melinda J. Mount 21,000 (1) Laura Quatela 1,000 Hilton Romanski 200 TOTAL 23,057,261 Ms. Mount holds 21,000 Technicolor American Depositary Receipts. (1)

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TECHNICOLOR REGISTRATION DOCUMENT 2017