FORM 20-F THOMSON multimedia - Technicolor

an ordinary general meeting, or by the Board of Directors in the absence of such a decision by the
shareholders.
Timing of Payment
According to the French Commercial Code, we must pay any dividends within nine months of
the end of our fiscal year, unless otherwise authorized by court order. Dividends on shares that are
not claimed within five years of the actual dividend payment date revert to the French State.
Changes in Share Capital
Increases in share capital
As provided by the French Commercial Code, our share capital may be increased only with the
shareholders’ approval at an extraordinary general meeting following the recommendation of the
Board of Directors. Increases in our share capital may be effected by:
) issuing additional shares,
) increasing the nominal value of existing shares, or
) creating a new class of equity securities.
Increases in share capital by issuing additional securities may be effected through one or a
combination of the following:
) for cash,
) for assets contributed in kind,
) by conversion or exchange of debt securities previously issued,
) by capitalization of profits, reserves or share premiums, or
) subject to various conditions, in satisfaction of debt incurred by our company.
Decisions to increase the share capital through the capitalization of reserves, profits and/or
share premiums require the approval of an extraordinary general meeting, acting under the quorum
and majority requirements applicable to ordinary shareholders’ meetings. Increases effected by an
increase in the nominal value of shares require unanimous approval of the shareholders, unless
effected by capitalization of reserves, profits or share premiums. All other capital increases require
the approval of an extraordinary general meeting. See ‘‘— Shareholders’ Meetings and Voting
Rights’’.
Pursuant to a French law of February 19, 2001, any decision to increase the share capital
requires the shareholders, at an extraordinary shareholders’ meeting, to consider and vote upon a
capital increase reserved for employees, although such capital increase need not be approved. Noncompliance
with this requirement may result in the invalidity of the voted capital increase. At our next
annual general meeting scheduled to be held on May 3, 2002, we intend to complete this formality
with respect to the issuance of shares to Carlton pursuant to the March 2001 ORAs by ratifying such
issuance and proposing a capital increase reserved for employees.
The shareholders may delegate the right to carry out any increase in share capital to the Board
of Directors, provided that the increase has been previously authorized by the shareholders. The
Board of Directors may further delegate this right to our Chairman and Chief Executive Officer.
Decreases in share capital
According to the French Commercial Code, any decrease in our share capital requires approval
by the shareholders entitled to vote at an extraordinary general meeting. The share capital may be
reduced either by decreasing the nominal value of the outstanding share capital or by reducing the
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