Universal Registration Document 2021

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Regulated agreements 4.1.3

Regulated agreements and commitments approved by the shareholders in the previous years and that remained in force during the fiscal year 2021 The agreements to which Bpifrance Participations SA had an indirect interest, priorly authorized by the Board of Directors on July 15, 2020, and approved by the Shareholders’ Meeting on May 12, 2021, remained de facto in force during the fiscal year 2021 as the New Money financing to which Bpifrance Participations took part in virtue of such agreements was still in force during this year. The above-mentioned agreements are reported and described in Technicolor 2020 Universal Registration Document (pages 114 and 115) and in the Statutory Auditors’ special report on regulated agreements for 2021 (see section 4.1.3.2 below). Procedure for the review of agreements entered into in the ordinary course of business and on arms’ length terms In accordance with Article L. 22-10-12 of the French Commercial Code, an Internal Charter on related-party agreements and on the procedure for the review of agreements entered into the ordinary course of business and on arms’ length terms (the “Charter”) has been approved by the Board of Directors of Technicolor SA of March 9, 2020. The Charter is available on the Company’s website. This charter formalizes the process implemented to identify the related-party agreements, reminds the regulatory framework that applies to these, and sets a procedure within Technicolor SA for the proper assessment of agreements entered into in the ordinary course of business and on arms’ length terms. The Charter provides for an annual review by the Audit Committee of agreements entered into the ordinary course of business and on arms’ length terms. The persons who have a direct or indirect interest in the agreement do not take part in the review of the agreement. In the event of doubt as to the characterization of an agreement, the Audit Committee submits it to the Board of Directors’ review. The opinion of the Statutory Auditors may be requested. Each year, the Audit Committee presents a report on the implementation of this evaluation procedure to the Board of Directors. The review of these agreements for the fiscal year 2021 was performed by the Audit Committee on February 23, 2022 before being presented to the Board of Directors. Conflicts of interest The Company is not aware of potential conflicts of interest between the obligations of Directors and Company managers towards Technicolor and their private interests and/or other obligations.

4.1.3.1

REGULATED AGREEMENTS – CONFLICTS

OF INTEREST

[102-25] [102-44]

French law provides specific rules for all “regulated agreements”, i.e., all agreements which are entered into directly or through an intermediary between the Company and its Chief Executive Officer, or one of its Directors or certain shareholders (shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, its parent company) and which do not relate to ordinary transactions concluded under normal conditions. In accordance with Article L. 225-38 et seq. of the French Commercial Code, these agreements must be submitted to the Board of Directors for prior authorization, which must be substantiated. The agreements must also be examined in a special report by the Statutory Auditors and the Shareholders’ Meeting must be consulted. See section 4.1.3.2: “Statutory Auditors’ special report on Regulated Agreements and Commitments” below. Regulated agreements and commitments authorized by the Board of Directors during the fiscal year 2021 None. Regulated agreements and commitments authorized since the end of the fiscal year 2021 Subsequent to the close of the fiscal year 2021, AG International Investment Opportunities Platform Fund I Designated Activity Company (Angelo Gordon), Credit Suisse Asset Management and Bpifrance Participations SA have each entered into an agreement to subscribe to the mandatory convertible notes (MCN) in the context of the contemplated refinancing of the Group’s entire existing debt structure, and in light of the Company’s intention to list and spin-off around 65% of the total outstanding share capital of Technicolor Creative Studios, through a distribution-in-kind to the Company’s shareholders. Concurrently with the entry into those commitment letters, a fee letter was entered into with Angelo Gordon. These four agreements were authorized by the Board of Directors at its meeting of February 23, 2022.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021