FORM 20-F THOMSON multimedia - Technicolor

oth for a period of up to five years. A decree must be taken by the government to implement
certain provisions of this statute.
Proxies and Votes by Mail
In general, all shareholders who have properly registered their shares or duly presented a
certificate from their accredited financial intermediary may participate in general meetings.
Shareholders may participate in general meetings either in person or be represented by a spouse or
by another shareholder. Shareholders may vote in person, by proxy either to a spouse or to another
shareholder or by mail. However, a holder of bearer shares who is not a French resident may be
represented at shareholders’ meetings by an appointed intermediary as described in ‘‘— Attendance
and Voting at Shareholders’ Meetings’’.
Proxies will be sent to any shareholder on request. In order to be counted, such proxies must
be received at our registered office, or at any other address indicated on the notice convening the
meeting, prior to the date of the meeting. A shareholder may only grant proxies to his or her spouse
or to another shareholder. A shareholder that is a corporation may grant proxies to a legal
representative. Alternatively, the shareholder may send us a blank proxy without nominating any
representative. In this case, the chairman of the meeting will vote the blank proxies in favor of all
resolutions proposed or allowed by the Board of Directors and against all others.
With respect to votes by mail, we must send shareholders a voting form. The completed form
must be returned to us at least three days prior to the date of the shareholders’ meeting.
Quorum
The French Commercial Code requires that shareholders having at least 25% of the shares
entitled to voting rights must be present in person, vote by mail or be represented to fulfill the
quorum requirement for:
) an ordinary general meeting, or
) an extraordinary general meeting where an increase in our Share Capital is proposed through
incorporation of reserves, profits or share premium.
The quorum requirement is one-third of the shares entitled to voting rights, on the same basis,
for any other extraordinary general meeting.
If a quorum is not present at a meeting, the meeting is adjourned. When an adjourned meeting
is resumed, there is no quorum requirement for an ordinary meeting or for an extraordinary general
meeting where an increase in our share capital is proposed through incorporation of reserves, profits
or share premium. In the case of any other reconvened extraordinary general meeting, shareholders
having at least 25% of the voting rights attached to outstanding shares must be present in person or
voting by mail or by proxy for a quorum. However, only questions that were on the agenda of the
adjourned meeting may be discussed and voted upon. If a quorum is not present, the reconvened
meeting may be adjourned for a maximum of two months. No deliberation by the shareholders may
take place without a quorum.
Majority
A simple majority of the shareholder votes cast may pass a resolution at an ordinary general
meeting or an extraordinary general meeting concerning only a capital increase by incorporation of
reserves, profits or share premium. At any other extraordinary general meeting, a two-thirds majority
of the shareholder votes cast, including abstentions by shareholders present or represented by proxy
or voting by mail, is required.
A unanimous shareholder vote is required to increase liabilities of shareholders.
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