FORM 20-F THOMSON multimedia - Technicolor

ITEM 10 — ADDITIONAL INFORMATION
A — Memorandum and Articles of Association
Our company is a société anonyme, a form of limited liability company, incorporated under the
laws of France. We are registered in the Register of Commerce and Companies (Registre du
Commerce et des Sociétés) of Nanterre under No. 333 773 174 and our APE code, which identifies
a company’s type of business and activities, is 741J, corresponding to the business of corporate
administration. Our by-laws (statuts) specify that our corporate affairs are governed by the French
Company Law No. 66-537 of July 24, 1966 (now Title II of the French Commercial Code) and the
statuts themselves. Our corporate purpose, as defined in Article 2 of our statuts, is:
) to acquire holdings or interests in all companies of any kind and any form, which have been
or will be formed;
) to acquire, manage, and sell all property rights and assets and all financial instruments, to
perform all financing operations;
) to acquire, sell, operate all intellectual property rights, licenses or processes; and
) to manufacture, purchase, import, sell, export in all locations any and all equipment, products
and provide all services.
We may act directly or indirectly on our own behalf or on behalf of third parties, either alone or
in a partnership, association or company, with all other individuals and legal entities, and conduct in
France or abroad, in any form whatsoever, all financial, commercial, industrial personal property or
real estate operations that fall within our corporate purpose or involve similar or related matters.
We summarize below material provisions of applicable French law and our statuts. An unofficial
English translation of our statuts is included as an exhibit to our Annual Report on Form 20-F for the
year ended December 31, 2000. You may obtain copies of our statuts in French from the Greffe of
the Registry of Commerce and Companies of Nanterre, France.
Authorized but Unissued Capital
Under authorizations that our Board of Directors has received from our shareholders, the Board
of Directors may issue share purchase or subscription options to our employees and agents and
may additionally increase our capital for certain other purposes. More specifically, our shareholders
have authorized our Board of Directors:
) To increase our capital by an amount which, by law, may not exceed 33% of our share
capital, in order to grant share subscription options relating to newly issued shares as to
which shareholders’ preemptive rights have been waived to our employees and agents. This
authorization expires on November 10, 2005.
) To increase our capital by up to 0 15,000,000, or 4,000,000 shares as to which shareholders’
preemptive rights have been waived, on or prior to March 12, 2003 for the purpose of paying
to Carlton some of the acquisition price for Technicolor that we owe to them. The number of
shares to be issued for this payment will depend on the trading price of the shares at that
time.
) At any time on or before November 15, 2002, to increase our capital by 0 91,016,934, or
24,271,182 shares, all or any portion of which may be used in connection with the issuance of
shares into which debt securities are convertible. Those shares that are issued in connection
with the issuance of convertible debt securities may be issued without provision for the
preemptive rights of our shareholders, at the option of our Board of Directors. Our Board of
Directors has proposed a shareholder resolution for adoption at our next shareholders’
meeting scheduled to be held on May 3, 2002 which, if adopted, would replace the
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