technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

The Ad Hoc Committee 9 MEETINGS IN 2020

100% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

5 MEMBERS

Composition as of September 23, 2020

Ms. Anne Bouverot (Chairperson, Independent) • Mr. Dominique D’Hinnin (Independent) • Mr. Thierry Sommelet (Independent) • Mr. Xavier Cauchois (Independent) • Ms. Melinda J. Mount (Independent) •

Individual attendance rates to the Ad Hoc Committee held in 2020

Ms. Anne Bouverot: 100% • Mr. Dominique D’Hinnin: 100% • Mr. Thierry Sommelet: 100% • Mr. Xavier Cauchois: 100% • Ms. Melinda J. Mount: 100% •

Main activities of the Ad Hoc Committee in 2020

Mission

oversees the works relating to the financial restructuring: rights issue, • raise of new money and relevant legal proceedings; makes recommendations on the decisions to be taken by the Board • with respect to the financial restructuring and follows-up the implementation of such decisions.

reviewed the New Money process (alternative financial plan); • studied proposals and offers made by the approached lenders and • investors; discussed the New Money structure; • reviewed the calendar, the different steps of the financial • restructuring and the communication plan; reviewed the independent expert preliminary analysis; • after final completion of the financial restructuring, assessed • the operations and examined the communication plan with investors; reported to the Board and made recommendations regarding all • the decisions to be taken regarding the above matters and the financial restructuring.

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The Ad Hoc Committee has been set up by the Board of Directors on May 7, 2020 and remained active until October 26, 2020, after full completion of the 2020 financial restructuring. Regulated agreements 4.1.3 REGULATED AGREEMENTS – 4.1.3.1 CONFLICTS OF INTEREST GRI [102-25] [102-44] Regulated agreements authorized by the Board of Directors during the fiscal year 2020 and already approved by the shareholders

February 2020, the Board of Directors announced a comprehensive reinforcement of its capital structure comprising c. €300 million capital increase. RWC Asset Management LLP and Bpifrance Participations SA have each entered into a commitment to subscribe to this capital increase. These agreements were entered into to ensure the success of the rights issue and constituted a prerequisite for the execution of an underwriting agreement with a banking syndicate. These two agreements were authorized by the Board of Directors during its meeting of February 5, 2020. They were further approved by the Ordinary General Shareholders’ Meeting held on June 30, 2020, under the 4 th and the 5 th resolutions, on the basis of the Statutory Auditors’ special report on related-party agreements entered into pursuant to Article L. 225-38 of the French Commercial Code. For this report, please refer to section 4.1.3.2 of the Company’s 2019 Universal Registration Document. These two agreements were submitted to the Ordinary General Shareholders Meeting held on June 30, 2020 and approved under the 4 th and the 5 th resolutions.

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.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020