technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

CORPORATE GOVERNANCE

Severance pay in case of dismissal of the Chief Executive Officer Person concerned: Mr. Frederic Rose. Nature and purpose: severance pay in the event of removal from office as Chief Executive Officer, except in the case of serious misconduct. Terms and conditions: this commitment was authorized by your Board of Directors on March 9, 2009 and approved by the Shareholders' Meeting of June 16, 2009. Mr. Frédéric ROSE would receive compensation of a maximum gross amount equal to fifteen months of his fixed and variable remuneration, based of his fixed and variable remuneration prior to the amendment of July 2013. The payment of the indemnity would be subject to compliance with performance conditions based half on the achievement of the EBITDA target and half on the achievement of the Group's consolidated Free Cash Flow objective over a period of three years, determined annually by the Board of Directors. The objectives are the same as those adopted annually for the variable portion of Mr. Frédéric ROSE's compensation.

Non-compete obligation as of the date of termination of the duties of Chief Executive Officer Person concerned: Mr. Frederic Rose. Nature and purpose: non-compete obligation in return for payment of compensation. Terms and conditions: this commitment was authorized by your Board of Directors on July 23, 2008 and March 9, 2009 and approved by the Shareholders' Meeting of June 16, 2009. In the event of termination of his duties, Frédéric ROSE will be held by a commitment of 9-month period, applicable to Europe, Asia and the United States, in return for which he will receive a monthly allowance calculated on the basis of his fixed and variable remuneration, determined according to the principles applied to the determination of severance pay; this allowance will be reduced by half in case of resignation.

The Statutory Auditors

Paris - La Défense, March 25, 2019

Courbevoie, March 25, 2019

Deloitte & Associés

Mazars

French original signed by

French original signed by

4

Bertrand Boisselier Partner

Guillaume Devaux Partner

Jean-Luc Barlet Partner

Internal Board regulations 4.1.4

GRI [102-18] [102-19] [102-21] [102-25] [102-26] [102-28] [102-29]

General Shareholders’ Meetings, nominate Directors on a provisional basis. Such nominations shall be subject to ratification by the next General Shareholders’ Meeting. A Director appointed in replacement of another Director shall serve for the duration of the term of the Director being replaced. 1.3. Directors shall serve for a term of three (3) years, subject to any legal provision relating to age limitations. Save for the Employee Director, a Director’s term shall expire at the close of the General Shareholders’ Meeting having approved the accounts of the prior fiscal period and held in the year of the expiration of such Director’s term.

The Internal Board Regulations explain the functioning of the Board of Directors, the powers of the different bodies in the Company and the duties of each Director. They are regularly reviewed by the Board of Directors and were last amended on February 22, 2017. Article 1. Membership 1.1. The Board shall be composed of at least five (5) members. Directors are elected by the General Shareholders’ Meeting upon recommendation by the Board. 1.2. In the event of a vacancy due to the death, incapacity or resignation of one or more Directors, the Board may, in between

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TECHNICOLOR REGISTRATION DOCUMENT 2018