FORM 20-F THOMSON multimedia - Technicolor

that Euroclear France provide us at any time with the identity of the holders of our shares or other
securities granting immediate or future voting rights, held in bearer form, and with the number of
shares or other securities so held. Also, we may request any legal person (personne morale) 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.
Transfer of shares
Registered shares must be converted into bearer form before being transferred on the Euronext
Paris and, accordingly, must be registered in an account maintained by an accredited intermediary.
A shareholder may initiate a transfer by giving instructions to the relevant accredited intermediary.
For dealings on Euronext Paris, a tax assessed on the price at which the securities were traded, or
impôt sur les opérations de bourse, is payable at the rate of 0.3% on transactions of up to 0 153,000
and at a rate of 0.15% thereafter. This tax is subject to a rebate of 0 23 per transaction and a
maximum assessment of 0 610 per transaction. However, non-residents of France are not required
to pay this tax. In addition, a fee or commission is payable to the broker involved in the transaction,
regardless of whether the transaction occurs within or outside France. No registration duty is
normally payable in France, unless a transfer instrument has been executed in France.
Liquidation Rights
If we are liquidated, any assets remaining after payment of our debts, liquidation expenses and
all of our remaining obligations will be distributed first to repay in full the nominal value of our
shares. Any surplus will be distributed pro rata among shareholders in proportion to the nominal
value of their shareholdings.
Requirements for Holdings Exceeding Certain Percentages
The French Commercial Code provides that any individual or entity, acting alone or in concert
with others, that becomes the owner, directly or indirectly, of more than 5%, 10%, 20%, 331 /3%, 50%
or 662 /3% of the outstanding shares or voting rights of a listed company in France, such as our
company, or that increases or decreases its shareholding or voting rights above or below any of
those percentages, must notify the company within fifteen calendar days of the date it crosses the
threshold, of the number of shares it holds (directly or in the form of ADSs or by an intermediary as
described in ‘‘— Attendance and Voting at Shareholders’ Meetings’’) and their voting rights. The
individual or entity must also notify the CMF within five trading days of the date it crosses the
threshold.
French law and the COB regulations impose additional reporting requirements on persons who
are increasing their ownership above 10% or 20% of the outstanding shares or voting rights of a
listed company. These persons must file a report with the company, the COB and the CMF within
15 days of the date they cross the threshold. In the report, the acquirer must specify its intentions for
the following 12-month period, including whether or not it intends to continue its purchases, to
acquire control of the company in question or to seek nomination to the board of directors. The CMF
makes the notice public. The acquirer must also publish a press release stating its intentions in a
financial newspaper of national circulation in France. The acquirer may amend it stated intentions,
provided that it does so on the basis of significant changes in its own situation or shareholders.
Upon any change of intention, it must file a new report.
Under CMF regulations, and subject to limited exemptions granted by the CMF, any person or
persons acting in concert owning in excess of 331 /3% of the share capital or voting rights of a French
listed company must initiate a public tender offer for the balance of the share capital of such
company. The regulations provide for some exceptions to the rule.
If any person fails to comply with the legal notification requirement, the shares or voting rights in
excess of the relevant threshold will be deprived of voting rights for all shareholders’ meetings until
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