technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Regulated agreement and commitments authorized since the year then ended We hereby inform you that we have been advised of the agreements or commitments authorized since the year then ended, which had been submitted to the approval of the Shareholders’ Meeting gathered February 5, 2020: Shareholder’s engagement of RWC Asset Management LLP and Bpifrance Participations SA for the underwriting of capital increase which initiative have been announced February 13, 2020. Shareholders and persons concerned: RWC Asset Management LLP, shareholders of your firm up to • 10,13% of the equity and M. Maarten Wildschut, Co-director of RWC European Focus Fund, member of the board of directors of your firm. Bpifrance Participations SA, member of the board of directors of your • film, represented by M. Thierry Sommelet. Nature and purpose: Subscription commitment for the capital increase which initiative have been announced February 13, 2020, and holding shares in consideration of commission. Terms and conditions: These agreements and commitments had been signed February 13, 2020 in anticipation of the capital increase considered by your firm with the preservation of the preferential subscription right of the shareholders for a total amount about 300 million euros, share premium included (“l’Augmentation de Capital”) . Throughout this agreement, RWC Asset Management LLP et Bpifrance Participations SA committed themselves to: May subscribe irreducibly to the capital increase in due proportion of • their actual shareholding in your firm equity May consent a lock up engagement conservation for a period of • 90 days since the date of acquittance-transfer of the capital increase. RWC Asset Management LLP et Bpifrance Participation SA engagement are submitted to common market conditions, on line with the one conclude with the banks in the framework of pre-guarantee engagement. In consideration of their engagement of subscription: RWC Asset Management LLP will receive a commission of • 1 150 000 euros Bpifrance Participations SA will receive a commission of • 600 000 euros Reasons justifying the interest for you firm: Your board of directors considered the two agreements and commitments should be finalised in the view of the increase of capital to ensure its success, the engagements taken represent a prerequisite for

the outcome of a guarantee contract of capital increase with a banking union. Agreements and commitments already approved by the shareholder’s meeting Agreements and commitments already approved during previous years and having continuing effect during the year Pursuant to article L. 225-30 of the French Commercial Code, we have been informed of the execution during the financial year of the following agreements, already approved during the previous year by the General Meeting The financial conditions of departure of M. Frédéric Rose, on November 5, 2019, former Chief Executive Officer, had been determined once the Board of Directors of December 20, 2019 had adjudicated on the following agreements: Severance pay in case of dismissal of the Chief Executive Officer this commitment was authorized by your Board of Directors on March 9, 2009 and approved by the Shareholders’ Meeting of June 16, 2009. The payment of the indemnity would be subject to compliance with performance conditions-based half on the achievement of the EBITDA target and half 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. Your Board of Directors considered the performance conditions on which was based the severance pay had not been reached, and thus the severance pay of dismissal is not due to M. Frédéric Rose. Non-compete obligation as of the date of termination of the duties of Chief Executive Officer This commitment was authorized by your Board of Directors on July 23, 2008 and March 9, 2009 and approved by the Shareholders’ Meeting of June 16, 2009. Following the termination of M. Frédéric Rose duties of his function as Chief Executive Officer of November 5, 2019, Frédéric Rose will be held by a commitment of 9-month period, applicable to Europe, Asia and the United States, in return for which he will receive a monthly allowance calculated on the basis of his fixed and variable remuneration, determined according to the principles applied to the determination of severance pay; this allowance will be reduced by half in case of resignation. M. Frédéric Rose will receive for this reason an allowance of non-competition for a total amount of 824 400 euros, which will be contribute monthly by the French, American, and English entities according to the following distribution: 20%, 40%, 40%. During the financial year, M. Frédéric rose perceived allowances for a total amount of 167 930,65 euros.

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The Statutory Auditors

Paris-La Défense, March 2, 2020

Deloitte & Associés Bertrand Boisselier Associé

Mazars

Jean-Luc Barlet Associé

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 107