technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

ARRANGEMENTS OR AGREEMENTS 4.1.1.4

substantial number of shares. Consequently, each Director must acquire Technicolor shares in an amount equivalent to at least one-third of the fixed annual compensation due to him/her as Director. Such acquisition must occur within 12 months from the date of his/her appointment. Should a Director fail to do so, 50% of his/her fixed compensation as Director will be forfeited. Under the terms of a decision of the Board of Directors of October 24, 2013, the Chairperson 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 blackout periods for the exercise of options.

MADE WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS PURSUANT TOWHICH THE BOARD MEMBERS AND EXECUTIVE COMMITTEE MEMBERS WERE SELECTED GRI [102-25] [102-44]

There is no arrangement or agreement 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 4.1.1.5 IN THE 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 July 24, 2019, the Board considers that for the purpose of aligning Directors’ interests with those of shareholders, it is desirable that each Director personally holds a

To the Company’s knowledge, the Directors’ shareholdings in the Company’s registered capital as of the date of publication of this Universal Registration Document are as follows: Directors present on the date of publication of this Universal Registration Document Technicolor shares Anne Bouverot 50,000 Melinda J. Mount 21,000 (1) Richard Moat 0 (2) Bpifrance Participations 31,534,510 Xavier Cauchois 20,000 Yann Debois 127 Dominique D’Hinnin 10,000 Cécile Frot-Coutaz 0 Ana Garcia Fau 1,000 Christine Laurens 15,000 Brian Sullivan 0 Maarten Wildschut 0 (3) TOTAL 21,959,997 Ms. Mount holds 21,000 Technicolor American Depositary Receipts. (1) Richard Moat intends to personally acquire Technicolor Shares in the framework of the capital increase authorized by the Shareholders' Meeting on March 23, 2020. (2) RWC held, as of the date of publication of this Universal Registration Document, 42,000,000 shares (representing 10.13% of the share capital). (3)

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019