technicolor - 2019 Universal registration document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Regulated agreements 4.1.3

REGULATED AGREEMENTS – CONFLICTS 4.1.3.1 OF INTEREST GRI [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. During the fiscal year 2019, no regulated agreement was authorized by the Board of Directors and signed by the Company. Two regulated agreements previously approved by the General Meeting were continued and implemented in 2019: one pertaining to Mr. Rose’s severance package in the event of his 1. dismissal from the position of CEO, which was approved by the General Meeting held on June 16, 2009, in its 9 th resolution; the other pertaining to Mr. Rose’s non-compete indemnity in the 2. event of his dismissal from the position of CEO, which was approved by the General Meeting held on June 16, 2009, in its 8 th resolution. Subsequent to the close of the fiscal year 2019, RWC Asset Management LLP and Bpifrance Participations SA have each entered into a commitment to subscribe to the capital increase. These two agreements were authorized by the Board of Directors at its meeting of February 5, 2020. 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. In accordance with article L. 225-39 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 formalises the process implemented to identify the related-party agreements, remind the regulatory framework that applies to these, and set 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 in 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 submit 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.

STATUTORY AUDITORS’ SPECIAL 4.1.3.2

REPORT ON REGULATED AGREEMENTS AND COMMITMENTS GRI [102-56]

This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users.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. Statutory auditors’ special report on regulated agreements and commitments Regulated agreements and commitments authorized during the year 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.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 106