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2007 Annual report - Groupe M6

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legal information<br />

share capital, based either on current share capital, or as adjusted to take account of<br />

any potential capital increase or reduction transactions that could take place during the<br />

period.<br />

This authorisation terminates the prior authorisation granted to the Management Board by<br />

the Ordinary General Meeting on 2 May <strong>2007</strong>.<br />

The acquisition of shares, may be carried out by any means:<br />

− to assure an active secondary market or the liquidity of the Métropole Télévision share<br />

through an intermediary service provider through a liquidity contract in compliance with<br />

the AFEI’s ethical code admitted by the AMF;<br />

− to conserve shares purchased and ultimately use them via exchange or payment within<br />

the framework of acquisitions, provided that the shares acquired for this purpose do not<br />

exceed 5% of the Company’s share capital;<br />

− to assure adequate coverage for share option plans and other forms of share allocations<br />

to Group employees and/or executive officers within the conditions and according<br />

to the methods permitted by law, notably by sharing in the profits of the entity, through a<br />

company savings plan or by the granting of free shares;<br />

− to assure adequate coverage of marketable securities giving right to Company shares<br />

within the framework of current regulations;<br />

− to cancel shares subject to approval of the 27 th resolution by the Extraordinary General<br />

Meeting of shareholders.<br />

The acquisition of these shares may be carried out by any means, including block purchases<br />

of shares, and at times the Management Board considers appropriate, including during a<br />

period of a public offer within stock market regulatory limits. The company retains the right<br />

to use derivative products within the framework of applicable regulations.<br />

The maximum purchase price is set at €30 per share. In the event of an increase in capital<br />

by the allocation of free shares or a division or consolidation of shares, the price indicated<br />

above will be adjusted by a factor equal to the ratio between the number of shares<br />

comprising the share capital before and after the transaction.<br />

The maximum amount of the transaction is therefore fixed at € 389,804,070.<br />

The General Meeting confers full powers on the Management Board to proceed with<br />

these transactions, set the terms and conditions, conclude all agreements and perform<br />

all formalities.<br />

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

291

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