technicolor - 2020 Universal Registration Document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Regulated agreements authorized by the Board of Directors during the fiscal year 2020 and to be approved by the shareholders at the next Ordinary General Shareholders’ Meeting On July 8 and 17, 2020, Technicolor announced the execution of several related-party agreements by the Company and Bpifrance Participations SA. These agreements were entered into in the context of the contemplated debt restructuring plan announced in the press release published on June 22, 2020 (the “Restructuring”), with the purpose to contribute to the success of the Restructuring. Under a first agreement, Bpifrance Participations SA took various commitments and mainly the commitments to subscribe to the contemplated rights issue and to the new money financing as detailed in note 1.1 to the 2020 consolidated financial statements (the “New Money”). The execution of this agreement was authorized by the Board of Directors on June 17, 2020 in accordance with Article L. 225-38 of the French Commercial Code, and the agreement was entered into on July 8, 2020. Other related-party agreements were entered into by the Company and Bpifrance Participations SA. To finance the general corporate purposes of the Group for July and August 2020 and to refinance the bridge facility before its maturity date, a portion of the New Money, c. €240,000,000, has been made available on July 17, 2020 (the “Interim New Money Transaction”). As part of the Interim New Money Transaction, €140 million have been lent to Tech 6 SAS (wholly-owned subsidiary of the Company) pursuant to a New York law governed note purchase agreement (the “Note Purchase Agreement”) entered into by the Company as parent, together with Tech 6 SAS as issuer, certain entities including Bpifrance Participations SA as noteholders and Wilmington Saving Funds Society, FSB as agent. Bpifrance Participations SA has subscribed to the notes in an amount of approx. €11.3 million. To secure the Note Purchase Agreement, several security interests have been granted notably by the Company and certain subsidiaries of the Company to the benefit of the noteholders. To that end, the Company entered into several agreements to which Bpifrance Participations SA had an indirect interest. The Board of Directors authorized the execution of these agreements on July 15, 2020 in accordance with Article L. 225-38 of the French Commercial Code, and the authorized agreements were entered into on July 17, 2020. The above-mentioned agreements are described in the Statutory Auditors’ special report on regulated agreements (see section 4.1.3.2 below) and will be submitted for approval to the Annual Shareholders’ General Meeting called to approve the 2020 financial statements.

Procedure for the review of agreements entered into in the ordinary course of business and on arms’ length terms 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 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 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 2020 was performed by the Audit Committee on March 9, 2021 and the report prepared by the Audit Committee was presented to the Board of Directors on March 11, 2021. 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. This is a translation into English of the statutory auditors’ report on regulated agreements 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 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. For the year ended December 31, 2020. To the shareholders of Technicolor, 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, as well as the reasons justifying that such agreements and commitments are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness nor STATUTORY AUDITORS’ SPECIAL 4.1.3.2 REPORT ON REGULATED AGREEMENTS AND COMMITMENTS GRI [102-56]

Regulated agreements approved by the shareholders in the previous years and that remained in force during the fiscal year 2020

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020