10:07 TCL MULTIMEDIA<01070> - Announcement (3) As part of the changes to be made to the agency model, Thomson's worldwide design and styling group (including packaging, and user interface) will also be transferred to TTE and this will give rise to changes to the existing Styling Agreement under which Thomson acts as an exclusive styling service provider for all TV products of the Group bearing ``Thomson'' or ``RCA'' trademarks. Further, the MOU also contemplates certain modifications to the trademark license fees payable by TTE to Thomson under the Thomson Trademark Agreement pursuant to which Thomson has granted the Group the right to use certain of its registered trademarks for the manufacture and sale of TV products in certain countries. Further details of these modifications will be included in the announcement relating to the Definitive Agreements. The modification to the trademark license fee will constitute a material variation to the transactions in respect of which previous Independent Shareholders' approval was obtained and accordingly they will be subject to Independent Shareholders' approval. ANGERS MOU Parties: (i) Thomson S.A. (ii) TTE Corporation Under the existing Angers Agreement, TTE purchases TV products from the Angers Factory at a price calculated to have the consequence that TTE does not suffer any loss or make any profit from the purchase of such products. The Angers MOU contemplates that going forward Thomson will act as a subcontractor to TTE in relation to the production at the Angers Factory. The TTE Board is of the view that this subcontracting approach will be a more appropriate model for TTE as it will enable TTE to have direct control over the production cost and types of products made by the Angers Factory so that changing market demands can be more easily met. The Angers MOU also contemplates changes to the arrangement in respect of labour usage, transfer of certain business activities and Materials of the Angers Factory. Transactions contemplated under the Angers MOU will constitute a material variation to the Angers Agreement and accordingly they will be subject to Independent Shareholders' approval. In addition, the Subcontracting Service will constitute an ongoing connected transaction of the Company and will require the approval of the Independent Shareholders as it is expected to exceed 2.5% of the Relevant Ratio. Further details of these arrangements will be included in the announcement relating to the Definitive Agreements. OBLIGATIONS OF THE PARTIES UNDER THE MOUS The MOUs provide that the parties will use all reasonable efforts to negotiate and finalize the Definitive Agreements by 15 May 2005 in accordance with the business principles set out therein. DURATION OF THE MOUS The MOUs shall become effective upon execution by the parties and shall continue in force until the earlier of: (a) such date as the parties to the MOUs may agree in writing to terminate the relevant MOU; (b) the execution of the Definitive Agreement(s) in respect of the relevant MOU; and (c) such date of termination as determined by a party in accordance with the provisions therein. CONDITIONS PRECEDENT Closing of the transactions contemplated under the MOUs and the Definitive Agreements shall be conditional upon all the conditions set forth below being satisfied on or before 30 June 2005, failing which any party may elect to terminate either of the MOUs by giving the other party or parties not less than 14 days' written notice: (i) approval of the transactions contemplated thereunder by the Independent Shareholders and board approval of Thomson; and (ii) clearances from the Stock Exchange of the documents and announcements required to be prepared and made for the transactions contemplated by the MOUs and the Definitive Agreements.