FORM 20-F THOMSON multimedia - Technicolor

general meeting affecting these rights are effective only after approval by the relevant special
meeting.
The Chairman of our Board of Directors or a Vice President of the Board of Directors presides
over shareholders’ meetings. If none are available, the Board of Directors may delegate a member
to preside over the meeting. Otherwise, those present at the meeting may elect a meeting
chairperson.
Annual Ordinary Meetings
The French Commercial Code requires our Board of Directors to convene an annual ordinary
general meeting of shareholders for approval of the annual accounts. This meeting must be held
within six months of the end of each fiscal year. This period may be extended by an order of the
President of the Tribunal de Commerce. The Board of Directors may also convene an ordinary or
extraordinary meeting of shareholders upon proper notice at any time during the year. If the Board of
Directors fails to convene a shareholders’ meeting, our independent auditors or a court-appointed
agent may call the meeting. Any of the following may request the court to appoint an agent:
) one or several shareholders holding at least 5% of our share capital,
) any interested party in cases of urgency,
) duly qualified associations of shareholders who have held their shares in registered form for
at least two years and who together hold at least 1% of the voting rights of our company,
) the Workers’ Council (comité d’entreprise) provided that there is an emergency, or
) the majority shareholder (either in terms of capital stock or of voting rights) after a takeover
(offre publique d’achat ou d’échange), or after the transfer of a controlling block.
In the case of a bankruptcy, our liquidator may also call a shareholders’ meeting in some
instances.
Notice of Shareholders’ Meetings
We must announce general meetings at least 30 days in advance by means of a preliminary
notice which is published in the Bulletin des Annonces Légales Obligatoires, or ‘‘BALO’’. The
preliminary notice must first be sent to the COB. The COB also recommends that simultaneously
with the publication of the preliminary notice in the BALO, a summary of the preliminary notice
should be published in a newspaper of national circulation in France. It must contain, among other
things, the agenda, a draft of the resolutions to be submitted to the shareholders, a description of
the procedures which holders of bearer shares must follow to attend the meeting and the procedure
for voting by mail.
At least fifteen days prior to the date set for the meeting on first call, and at least six days
before any second call, we must send a final notice containing the final agenda, place, date and
other information for the meeting. The final notice must be sent by mail to all registered shareholders
who have held shares for more than one month prior to the date of the preliminary notice and
published in a newspaper authorized to publish legal announcements in the local administrative area
(département) in which our company is registered as well as in the BALO, with prior notice having
been given to the COB.
In general, shareholders can only take action at shareholders’ meetings on matters listed on the
agenda for the meeting. As an exception to this rule, shareholders may take action with respect to
the appointment and dismissal of directors even though these actions have not been included on the
agenda. Additional resolutions to be submitted for approval by the shareholders at the meeting may
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