FORM 20-F THOMSON multimedia - Technicolor

authorization mentioned above, revising the amount by which we can increase our share
capital to 0 250,000,000.
In addition, on or prior to November 15, 2002, our Board of Directors may increase our capital
through the capitalization of up to 0 1 billion in reserves, profits and premiums. Any such capital
increase would be used to increase nominal value of our shares or to issue additional shares to
current shareholders.
Under the French privatization laws, so long as the French State holds between 50% and 20%
of our outstanding shares, we may not effect any of the foregoing capital increases unless we have
obtained the approval of the French Minister of the Economy. Other than with respect to a capital
increase involving a stock option plan, the French Minister of the Economy must base this approval
on a binding recommendation, as to price, given by the French Commission of Participations and
Transfers (Commission des Participations et des Transferts), a commission of experts charged with
valuing state-owned businesses to be transferred to the private sector, or, in the case of a capital
increase involving a stock option plan, in the absence of an objection by such Commission within a
10-day period.
For information about our share capital history for the last three fiscal years, see Note 17 to our
financial statements.
Shareholders’ Meetings and Voting Rights
General
In accordance with the French Commercial Code, there are two types of shareholders’ general
meetings, ordinary and extraordinary.
Ordinary general meetings of shareholders are required for matters such as:
) electing, replacing and removing directors,
) appointing independent auditors,
) approving the annual accounts,
) declaring dividends or authorizing dividends to be paid in shares provided the statuts contain
a provision to that effect, as ours do, and
) issuing non-convertible bonds.
Extraordinary general meetings of shareholders are required for approval of matters such as
amendments to our statuts, including any amendment required in connection with extraordinary
corporate actions. Extraordinary corporate actions include:
) changing our company’s name or corporate purpose,
) increasing or decreasing our share capital,
) creating a new class of equity securities,
) authorizing the issuance of investment certificates, convertible or exchangeable securities,
) establishing any other rights of equity securities,
) selling or transferring substantially all of our assets, and
) the voluntary liquidation of our company.
Special meetings of shareholders of a certain category of shares (such as, among others,
shares with double voting rights or preferred shares without voting rights) are required for any
modification of the rights derived from such category of shares. The resolutions of the shareholders’
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