technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

CORPORATE GOVERNANCE

Board of Directors 6 MEETINGS IN 2018

98% AVERAGE PARTICIPATION RATE

71% INDEPENDENCE RATE*

9 THEN 8 MEMBERS

ACTIVITIES IN 2018 Financial issues : reviewed the Company’s quarterly, half-yearly and • annual financial information and the preparation process (2018 annual budget, consolidated and statutory financial statements for 2017 and for the first half of 2018, revenues for the first and third quarters of 2018), reviewed major accounting issues (such as impairment tests of goodwill), reviewed press releases issued after Board meeting, as well as the Registration Document, after examination by the Audit Committee, the Remunerations Committee and the Nominations and Governance Committee for the sections falling under their respective areas of expertise;

Strategy of the Group: monitored the Company’s strategic • plan and corresponding action plans; Compensation and governance: decided on the compensation • of the Chairman and the Chief Executive Officer, reviewed the independence of each Board member, deliberated on Company policy regarding equal employment and wages.

This percentage excludes the Director representing the employees. *

2.5 %

35 % 17.5 % 15 % 2.5 % 2.5 % Strategy

Financial structure & debt renegotiation

10 % 5 % 10 %

Financial reporting & planning

Risk management

Governance

Succession planning

4

Regulatory updates

Compensation matters

Committees' reports

MAIN BOARD DECISIONS FOR 2018 (IN ADDITION TO RECURRING ISSUES DESCRIBED ABOVE) BOARDMEETING HELDON JANUARY 11, 2018 Discussed strategic transaction relating to the Patent Licensing business • Answered to questions from Works Council • 2018 Budget • Approved the 2017 financial statements and relevant reports • Approved the Group’s variable compensation plan structure and objectives • Approved the terms and conditions of disposal of the Patent Licensing business • Changed the Board’s committees’ composition • Reviewed Directors’ independence • Discussed cybersecurity issues • Reviewed the regulatory changes following the new Market Abuse Regulation • Executive session to assess the performance of the Chief Executive Officer for the year 2017 • and set the performance objectives that will impact his variable compensation for 2018 and his severance package BOARDMEETING HELDON FEBRUARY 21, 2018

ATTENDANCE OF 100%

ATTENDANCE OF 100%

91

TECHNICOLOR REGISTRATION DOCUMENT 2018