FORM 20-F THOMSON multimedia - Technicolor

Abstention from voting by those present or those represented by proxy or voting by mail is
counted as a vote against the resolution submitted to a shareholder vote.
Shareholder Rights
Shareholder rights can be amended only after an extraordinary general meeting of the class of
shareholders affected has taken place. Two-thirds of the votes appertaining to shares of the affected
class voting either in person or by mail or proxy must approve any proposal to amend shareholder
rights. The voting requirements applicable to this type of special meeting are the same as those
applicable to an extraordinary general meeting, and the quorum requirements for a special meeting
are 50% of the voting shares, or 25% upon resumption of an adjourned meeting. A unanimous
shareholder vote is required to increase liabilities of shareholders.
Financial Statements and other Communications with Shareholders
In connection with any shareholders’ meeting, we must provide a set of documents including our
Annual Report and a summary of the results of the five last fiscal years to any shareholder who so
requests.
Dividends
We may only distribute dividends out of our ‘‘distributable profits’’, plus any amounts held in our
reserve which the shareholders decide to make available for distribution, other than those reserves
which are specifically required by law or our statuts. ‘‘Distributable profits’’ consist of our
unconsolidated net profit in each fiscal year, as increased or reduced by any profit or loss carried
forward from prior years, less any contributions to the reserve accounts.
Legal Reserve
The French Commercial Code provides that French sociétés anonymes such as our company
must allocate 5% of their unconsolidated statutory net profit for each year to their legal reserve fund
before dividends may be paid with respect to that year. Funds must be allocated until the amount in
the legal reserve is equal to 10% of the aggregate nominal value of the issued and outstanding
share capital. The legal reserve of any company subject to this requirement may only be distributed
to shareholders upon liquidation of the company. This restriction on the payment of the dividends
also applies on an unconsolidated basis to each of our French subsidiaries organized as a société
anonyme, société en commandite par actions, société par actions simplifiée or société à
responsabilité limitée.
Approval of Dividends
According to the French Commercial Code, the Board of Directors may propose a dividend for
approval by the shareholders at the annual general meeting of shareholders. If we have earned
distributable profits since the end of the preceding fiscal year, as reflected in an interim income
statement certified by our auditors, the Board of Directors may distribute interim dividends to the
extent of the distributable profits for the period covered by the interim income statement. The Board
of Directors exercises this authority subject to French law and regulations and may do so without
obtaining shareholder approval.
Distribution of Dividends
Dividends are distributed to shareholders pro rata according to their respective holdings of
shares. Outstanding dividends are payable to shareholders on the date of the shareholders’ meeting
at which the distribution of dividends is approved. In the case of interim dividends, distributions are
made to shareholders on the date of the Board of Directors’ meeting in which the distribution of
interim dividends is approved. The actual dividend payment date is decided by the shareholders in
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