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2007 Annual report - Groupe M6

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legal information<br />

2.2.<br />

Management Board Report to the combined<br />

general meeting<br />

Ladies and Gentlemen,<br />

We have called you to this Combined General Meeting to submit for your approval the<br />

following resolutions for the Ordinary General Meeting and the Extraordinary General<br />

Meeting.<br />

1. Resolutions presented to the Ordinary General Meeting<br />

In the first resolution, shareholders are invited to approve the financial statements of the<br />

company Métropole Télévision for the year ended 31 December <strong>2007</strong>, together with the<br />

expenses and charges stipulated in Article 39-4 of the General Tax Code.<br />

In the second resolution, shareholders are invited to approve the consolidated financial<br />

statements for the year ended 31 December <strong>2007</strong> as presented.<br />

In the third resolution, shareholders are invited to allocate the profits of the financial year<br />

of € 160,970,664 and retained profits from the prior year of € 458,634,096, representing<br />

total profits available for distribution of € 619,604,760, by distributing a dividend of € 1.00<br />

per share and allocating the remaining balance of € 489,670,070 to retained profits carried<br />

forward.<br />

In the fourth resolution, shareholders are invited to approve the conclusions of the Statutory<br />

Auditors’ Special Report on the agreements covered by Article L.225-86 of the Commercial<br />

Code.<br />

In the fifth, sixth, seventh and eighth resolutions, shareholders are invited to approve<br />

the commitments undertaken for the benefit of Nicolas de Tavernost, Chairman of the<br />

Management Board, Eric d’Hotelans, Thomas Valentin and Catherine Lenoble, members<br />

of the Management Board, in the event of termination of their terms of office.<br />

In the ninth resolution, shareholders are invited to ratify the appointment of Andrew<br />

Buckhurst as a member of the Supervisory Board in replacement of Constantin Lange,<br />

who resigned, for the remainder of his term, i.e. until the close of the Ordinary General<br />

Meeting to be called to approve the <strong>2007</strong> financial statements.<br />

In the tenth resolution, shareholders are invited to ratify the co-option of Immobilière Bayard<br />

d’Antin, represented by Fabrice Boé, as a member of the Supervisory Board in replacement<br />

of Andréas Walker, who resigned, for the remainder of his term, i.e. until the close of the<br />

Ordinary General Meeting to be called to approve the 2010 financial statements.<br />

In the eleventh to the twenty-first resolutions, shareholders are invited to approve the<br />

renewal of Albert Frère, Guy de Panafieu, Gérard Worms, Rémy Sautter, Jean Laurent,<br />

<strong>M6</strong> GROUP - <strong>2007</strong> annual <strong>report</strong><br />

277

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