technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Transactions carried out as part of the interim transaction for the new financing Contracting entity: Bpifrance Participation SA Nature and purpose: Issues of bonds and collateral announced on 17 July 2020 to guarantee this agreement with bond holders, including These agreements were entered into under the debt restructuring plan announced on June 22, 2020, and more specifically as part of the interim transaction for the new financing. To finance the Group’s working requirements in July and August 2020 and refinance the existing bridge loan prior to its expiry on July 31, 2020, a portion of the new financing, i.e. around €240 million, was made available in July 2020, including: US$110 million under a loan agreement between the lenders and • Technicolor USA; and €140 million under a bond issue agreement between the company as • parent with Tech 6 as issuer, certain entities, including Bpifrance Participations as bond holders and Wilmington Saving Funds Society, FSB as agent. Bpifrance Participations subscribed to the bonds for around €11.3 million: To guarantee the bond issue, collateral was granted by the Company and certain subsidiaries to the bond holders. Your company entered into several agreements under which Bpifrance Participations holds an indirect interest. Reasons: These agreements were entered into under the financial restructuring plan and were required to guarantee the success of the interim operation for the new financing. Board of Directors: These agreements were authorized by your Board of Directors on July 15, 2020 (Thierry Sommelet, Bpifrance Participations SA representative did not take part in the deliberations or the vote). Agreements and commitments already approved by the Shareholders’ Meeting We hereby inform you that we have not been advised of any agreement or commitments previously approved by the Shareholders’ Meeting which continued in effect during the year. Furthermore, we inform you that the commitment of RWC Asset Management LLP and Bpifrance Participations SA to subscribe to the capital increase announced on 13 February 2020 and approved by the General Shareholders Meeting of 30 June 2020 was not effected as a result of the abandon of the capital increase. Bpifrance Participation. Terms and conditions:

ascertaining whether any other agreements or 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 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. Agreements and commitments submitted to the approval of the shareholders’ meeting Regulated agreements and commitments entered into and authorized during the year Pursuant to Article L. 225-40 of the French Commercial Code, we have been informed that the following agreements and commitments entered into during the year were previously authorized by your Board of Directors. Subscription commitments and lock-up agreement entered into under the financial restructuring plan Contracting entity: Bpifrance Participation SA Nature and purpose: Agreement announced on July 8, 2020 comprising several commitments of Bpifrance Participations, including subscription to a share capital increase and new financing. Terms and conditions: Under this agreement, Bpifrance Participations SA has pledged to: subscribe as of right to the planned share capital increase for an • amount proportional to its investment in the company, i.e. a total maximum amount of €25.5 million in cash; subscribe for a total amount of €20 million to the new financing; • vote in favor of the resolutions to be submitted to the Extraordinary • Shareholders’ Meeting to implement the Restructuring (unless prevented from voting due to legal or regulatory constraints); and not to reduce the number of shares it holds between now and the date • of the completion of the share capital increase. Reasons: This agreement was entered into under the financial restructuring plan and the new financing to ensure their successful completion. Board of Directors: This agreement was authorized by your Board of Directors on June 17, 2020 (Thierry Sommelet, Bpifrance Participations SA representative did not take part in the deliberations or the vote).

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Paris-La Défense, March 24, 2021

The Statutory Auditors

Mazars

Deloitte & Associés Bertrand Boisselier Partner

Jean-Luc Barlet Partner

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020