FORM 20-F THOMSON multimedia - Technicolor

B — Material Contracts
Purchase and Sale of Technicolor from Carlton
On March 16, 2001, we purchased the Technicolor businesses from Carlton for an initial
aggregate purchase price of approximately U.S.$1.3 billion, with a post-closing adjustment of
U.S.$39.5 million paid to Carlton in January 2002. In addition, we paid Carlton U.S.$750 million for
debt owed by the Technicolor businesses to Carlton.
Consideration for the acquisition was comprised of (i) two cash payments at closing on
March 16, 2001 of U.S.$750 million and 0 761 million, (ii) U.S.$39.5 million paid in January 2002 and
(iii) U.S.$600 million (plus interest) to be paid over the next four years in four equal installments on
March 16, 2002, 2003, 2004 and 2005. We may elect to pay up to half of the U.S.$600 million
deferred consideration in our shares. The first of these installments was fully paid in cash. In
parallel, we issued ORAs to Carlton that were reimbursed on March 16, 2002 in 15.5 million of our
shares.
Subject to certain exceptions, Carlton (including certain of its subsidiaries) agreed not to
compete with the Technicolor businesses, as they were carried on at closing, or to solicit any of the
employees of Technicolor or to induce any customer of business relation from ceasing to do
business with Technicolor for a period of thirty-six months from the date of closing.
C — Exchange Controls and Other Limitations Affecting Security Holders
Ownership of shares or American Depositary Shares by Non-French Persons
Under French law, there is no limitation on the right of non-French residents or non-French
security holders to own, or where applicable, to vote securities of a French company, subject to
generally applicable restrictions.
A person who is not a resident of the European Union is not required to obtain an authorisation
préalable or prior authorization prior to acquiring a controlling interest in a French company.
However, both EU and non-EU residents must file a déclaration administrative or administrative
notice with French authorities in connection with the acquisition of a controlling interest in any
French company. Under existing administrative rulings, ownership of 20% or more of a listed
company’s Share Capital or voting rights is regarded as a controlling interest; however, a lower
percentage may be held to be a controlling interest in certain circumstances depending upon such
factors as the acquiring party’s intentions, its ability to elect directors or financial reliance by the
French company on the acquiring party.
Exchange Controls
Under current French exchange control regulations, there are no limitations on the amount of
payments that may be remitted by a French company to non-residents. Laws and regulations
concerning foreign exchange controls do require, however, that all payments or transfers of funds
made by a French resident to a non-resident be handled by an accredited intermediary. In France,
all registered banks and substantially all credit establishments are accredited intermediaries.
D — Taxation
French Taxation
The following generally summarizes the material French tax consequences of purchasing,
owning and disposing of our shares. The statements relating to French tax laws set forth below are
based on the laws in force as of the date hereof and are subject to any changes in applicable laws
and tax treaties after that date.
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