FORM 20-F THOMSON multimedia - Technicolor

the end of a two-year period following the date on which the owner thereof complies with the
notification requirements. In addition, any shareholder who fails to comply with these requirements
may have all or part of its voting rights suspended for up to five years by the Commercial Court at
the request of our Chairman, any shareholder or the COB, and may be subject to criminal fees.
In addition, our statuts provide that any person who becomes, directly or indirectly, the owner of
1% of our share capital or voting rights (as defined in Article L.233-7 of the French Commercial
Code) must notify us by registered mail, return receipt requested, within 7 days of the number of
shares or voting rights it holds. The same notification requirement applies to each subsequent
increase or decrease in ownership of 1% or integral multiples of 1%. Each shareholder who does
not comply with these requirements may be deprived of voting rights for the shares representing the
percentage exceeding the mentioned thresholds. In addition, upon holding directly or indirectly more
than 2% of our share capital a person is required within 15 days of passing this threshold to request
that its shares be converted into registered form. By sending a copy of the request to us by letter,
telex or fax within this 15-day period, a shareholder will also comply with the notification
requirements of the threshold.
In order to permit holders to give the required notice, we must publish in the BALO, not later
than fifteen calendar days after the annual ordinary general meeting of shareholders, information
with respect to the total number of voting rights outstanding as of the date of such meeting. In
addition, if the number of outstanding voting rights changes by 5% or more between two annual
ordinary general meetings, we must publish in the BALO, within fifteen calendar days of such
change, the number of voting rights outstanding and provide the CMF with a written notice. The
CMF publishes the total number of voting rights so notified by all listed companies in a weekly notice
(avis), mentioning the date each such number was last updated. In order to facilitate compliance with
the notification requirements, a holder of ADSs may deliver any such notification to the Depositary
and the Depositary shall, as soon as practicable, forward such notification to us and to the CMF.
Purchase of our own shares
Under French law, our company may not issue shares to itself. However, we may, either directly
or through a financial intermediary acting on our behalf, purchase our shares for one of three
purposes:
1. To reduce our share capital with our shareholders’ approval at an extraordinary general
meeting.
2. To provide shares to our employees under a profit-sharing plan or stock option plan after
obtaining approval of the shareholders at an extraordinary general meeting, or
3. To acquire up to 10% of our share capital, provided our shares are listed on a regulated
market (e.g., the Premier Marché, the Second Marché or the Nouveau Marché) through a
share repurchase program. To acquire our shares for this purpose, we first must file a note
d’information that has received the approval, or visa of the COB and obtain our shareholders’
approval at an ordinary general meeting.
We may not cancel more than 10% of our outstanding share capital over any 24-month period.
In addition, we may not repurchase under either 2. or 3. above an amount of shares that would
result in our company holding, directly or through a person acting on our behalf, more than 10% of
our outstanding share capital, or if we have different classes of shares, 10% of the shares in each
class.
We must hold any shares we repurchase in registered form. These shares also must be fully
paid up. Ordinary shares repurchased by us are deemed outstanding under French law but are not
entitled to dividends or voting rights, and we may not exercise the preferential subscription rights
attached to them.
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