FORM 20-F THOMSON multimedia - Technicolor

e proposed to the Board of Directors within ten days of the publication of the preliminary notice in
the BALO by:
) one or several shareholders holding a specified percentage of shares,
) a duly qualified association of shareholders who have held their shares in registered form for
at least two years and who together hold at least 1% of our voting rights, or
) the Workers Council.
The Board of Directors must submit these resolution to a vote of the shareholders.
During the two weeks preceding a meeting of shareholders, any shareholder may submit written
questions to the Board of Directors relating to the agenda for the meeting. The Board of Directors
must respond to these questions.
Attendance and Voting at Shareholders’ Meetings
In general, each shareholder is entitled to one vote per share at any general meeting, except for
holders of shares with double voting rights. Our statuts provide that if a shareholder holds shares in
registered form continuously for a period of more than two years beginning at any time after
October 11, 2000, such shares will carry the right to two votes per share. This second voting right
will automatically expire for any ordinary share converted from registered to bearer form or for a
change of ownership. However, a change of ownership as part of an estate, in the division of
property between spouses, or in an inter vivos transfer to a spouse or relative entitled to inherit will
not be considered as a change in ownership for the purposes of calculating this two-year ownership
period.
If a shareholder fails to properly notify us, in the manner described below under ‘‘— Requirements
for Holdings Exceeding Certain Percentages’’, on passing the threshold of 1% or integral
multiples thereof, the shares over that threshold may be deprived of their voting right.
Under the French Commercial Code, shares of a company held by entities controlled directly or
indirectly by that company are not entitled to voting rights and do not count for quorum or majority
purposes.
Shareholders may attend ordinary general meetings and extraordinary general meetings and
exercise their voting rights subject to the conditions specified in the French Commercial Code and
our statuts. There is no requirement that a shareholder have a minimum number of shares in order
to attend or to be represented at an ordinary or extraordinary general meeting.
In order to participate in any general meeting, a holder of shares held in registered form must
have its shares registered in its name in a shareholder account maintained by us or on our behalf by
an agent appointed by us at least five days prior to the date set for the meeting. A holder of bearer
shares must obtain a certificate from the accredited intermediary with whom the holder has
deposited its shares. This certificate must indicate the number of bearer shares the holder owns and
must state that these shares are not transferable until the time fixed for the meeting. The holder
must deposit this certificate at the place specified in the notice of the meeting at least five days
before the meeting.
Under a French statute dated May 15, 2001, shares may be registered in the name of
intermediaries who act on behalf of one or more investors residing outside France. When shares are
so held, we are entitled to request from such intermediaries the name of the investors and the
number of shares held by such investors. Also, we may request any legal person who holds more
than 2.5% of our shares, to disclose the name of any person who owns, directly or indirectly, more
than a third of its share capital or of its voting rights. A person not providing the complete requested
information in time might be deprived by a French court of either its voting rights or its dividends or
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