technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

CORPORATE GOVERNANCE

Details regarding stock options and performance shares granted to Executive Directors are set forth in below in the sub-section 4.2.3: “Stock Option Plans and Performance or Restricted Share Plans” of this Registration Document.

STATEMENT ON THE ABSENCE 4.1.1.6 OF CONVICTIONS FOR FRAUD,

LOANS AND GUARANTEES GRANTED 4.1.1.8 TO BOARD MEMBERS None. Preparation and 4.1.2 organization of the Board of Directors’ work GRI [102-18] [102-26] [102-31] COMPLIANCE WITH AFEP-MEDEF 4.1.2.1 CORPORATE GOVERNANCE CODE GRI [102-12] The Company refers to the AFEP-MEDEF Corporate Governance Code, last updated on June 2018 and available on the website of both the AFEP (http://www.afep.com) and the MEDEF (http://www.medef.com/en/), for the preparation of the report required by Article L. 225-37 of the French Commercial Code. The Company does not comply with the following recommendations of the AFEP-MEDEF Corporate Governance Code:

BANKRUPTCY AND INCRIMINATION DURING THE PAST FIVE YEARS

To the Company’s knowledge, no member of the Board of Directors has been (i) convicted of fraud, (ii) associated with a bankruptcy, receivership or liquidation, (iii) sanctioned by any statutory or regulatory authorities (including professional organizations), or (iv) disqualified by a court decision from (a) acting as a member of the administrative, management or supervisory bodies of a public company or (b) acting in the management or conduct of the affairs of a public company during the past five years. SERVICE AND OTHER CONTRACTS 4.1.1.7 BETWEEN BOARD MEMBERS AND THE GROUP To the Company’s knowledge, there are no service contracts between Board Members and the Group or any of its subsidiaries that provide for benefits upon termination of such contracts.

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Recommendations of the AFEP-MEDEF Corporate Governance Code not complied with by the Company Terms of office of Directors should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of Directors (paragraph 13.2). When a non-compete agreement is entered into, the Board must incorporate a provision that authorizes it to waive the implementation of this agreement when the Officer leaves (paragraph 23.3). The Board must make a provision to ensure no payment of the non-compete is made once the Officer claims his or her pensions rights. In any event, no benefit can be paid over the age of 65. (paragraph 23.4).

Explanation/Action plan

The Annual General Meeting of April 29, 2016 rejected the 30 th resolution which provided for the directorships to be staggered.

Mr. Frédéric Rose’s non-compete agreement was entered into in July 23, 2008, modified in March 9, 2009, approved by the Ordinary Shareholders’ Meeting on June 16, 2009 in its 8 th resolution and not modified further. Protecting the interests of the Group and its stakeholders, Technicolor’s Board of Directors did not believe it was necessary to amend Mr. Rose’s non-compete agreement as of now, given his age, reserving the right to amend it in the future.

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TECHNICOLOR REGISTRATION DOCUMENT 2018