technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

BOARDMEETING HELDON APRIL 25, 2018

ATTENDANCE OF 87.5%

Approved the grant of performance shares under a new Long-Term Incentive Plan • Discussed the implementation of the sale of the Patent Licensing business •

BOARDMEETING HELDON JUNE 25, 2018

ATTENDANCE OF 100%

Grant of performance shares •

BOARDMEETING HELDON JULY 24, 2018

ATTENDANCE OF 100%

Discussed the compliance program of the Group and legal updates • Approval of the June 30, 2018 financial statements and half-year report •

BOARDMEETING HELDONOCTOBER 24, 2018

ATTENDANCE OF 100%

Coopted a new Director • Changed the Board's committees' composition • Decided the transfer of the registered office of the Company • Discussed the transfer of the CEO’s role from Technicolor, Inc. to Technicolor USA, Inc. • (see subsection 4.2.1.2.2 below)

EVALUATION IN 2018 Follow-up on 2017 external evaluation: Since the last assessment, the Company and the Board of Directors went through a challenging year especially from a business perspective. Two Directors left the Board due to their new professional positions which did not leave them enough time for the Board. Procedure: External evaluation conducted in February-March 2019 by Spencer Stuart under the supervision of the Nominations & Governance Committee (online survey followed by live interviews). The Board considered that it was best practice to have the assessment conducted by the same professionals as in 2017 so as to ensure a follow-up of the previous assessment. Themes: Board composition and structure, Board effectiveness, working methods, relationship between Board members, executive management, shareholders and stakeholders, Succession planning, Committee’s activities, setting of the strategy. Result and analysis: The assessment identified several strengths such as (i) a strong level of engagement from all Board members, (ii) a good mix of competencies and skills that allow for diversity of thought, (iii) freedom to speak and express opinions and (iv) engagement of the Chief Executive Officer in open dialog with the Board which allows constructive debate and questioning. Nonetheless, the past two challenging years showed that there is a need to review the Board composition. The decision of the Chairman to step down at the next annual shareholders’ meeting and the vacant positions will offer an opportunity to review such Board composition and to address the topic of Chairman succession. This will allow to incorporate new competencies and to influence positively on the collective dynamics. Areas for improvement: Board Composition: Focus on completing the current composition with new Directors whose skills would complete existing skills in the Board • and take profit of this opportunity to redefine Board composition. Succession planning: Spend more time on the matter and build a more structured succession process for Chairperson, Chairs of Committee • and Board members. Balance between presentation and debate: Rebalance Board agenda in order to take more time on business topics. • Relationship building: Invest in more social activities around board meetings. • Risk management: Conduct an in-depth review of the risk mapping. • Executive sessions: Plan in advance the frequency and content of executive sessions. • Pre-meetings Board information: Propose synthetic executive summaries. •

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TECHNICOLOR REGISTRATION DOCUMENT 2018