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to download the 2012 registration document. - Groupe M6

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SHARE CAPITAL- At least one third of Supervisory Board members must be independent. A member of <strong>the</strong>Supervisory Board is deemed independent when he/she has no relationship of any kind with <strong>the</strong>Company, its Group or its management likely <strong>to</strong> compromise <strong>the</strong> exercise of his/her freejudgement.3.6. Buyback of company shares3.6.1. Report on <strong>the</strong> <strong>2012</strong> share buyback planDuring <strong>the</strong> year just ended, <strong>the</strong> company successively used <strong>the</strong> two authorisations <strong>to</strong> purchase treasuryshares that were granted <strong>to</strong> it by <strong>the</strong> General Meetings of 4 May 2011 and 3 May <strong>2012</strong>.These authorisations were used:- as part of a liquidity contract complying with <strong>the</strong> AMAFI ethics charter of 20 September 2008,approved by <strong>the</strong> AMF on 1 Oc<strong>to</strong>ber 2008, with implementation by <strong>the</strong> investment service providerExane from 2 February 2009;- <strong>to</strong> cancel <strong>the</strong> shares purchased, as permitted by <strong>the</strong> General Meeting of 3 May <strong>2012</strong> in its 18 thresolution;- <strong>to</strong> serve free share allocation plans.At <strong>the</strong> date of implementation of <strong>the</strong> new liquidity contract with Exane, 114,000 Métropole Télévisionshares and €1,209,180.79 were allocated <strong>to</strong> <strong>the</strong> contract.Movement in treasury shares held during <strong>the</strong> <strong>2012</strong> financial year and number of shares held at 31December <strong>2012</strong>:Number oftreasury sharesheld at 31December 2011Movement inliquidity contract(2)Shares boughtback with a view<strong>to</strong> cancel (3)Sharescancelled (3)Shares boughtback <strong>to</strong> allocatefree shares (4)Movement inrespect of freeshares allocated(5)Number oftreasury sharesheld at 31December <strong>2012</strong>(1)147,237 (12,361) 50,000 (500,000) 909,000 (390,822) 653,054(1) At year-end, <strong>the</strong> Company held 653,054 treasury shares, primarily through <strong>the</strong> liquidity contractand also <strong>to</strong> fulfil commitments given within <strong>the</strong> framework of free share allocation plans. (Seesection 3.7).(2) In respect of <strong>the</strong> liquidity contract during <strong>2012</strong>:- <strong>the</strong> number of shares purchased was 1,363,175 at an average price of €11.504;- and <strong>the</strong> number of shares sold was 1,375 536 at an average price of €11.47;and thus a balance of 128,548 shares and €1,231,658 in cash was held under <strong>the</strong> liquidity contract at31 December <strong>2012</strong>.Note that at 31 December 2011, <strong>the</strong> number of shares effectively held under <strong>the</strong> liquidity contract was140,909 and <strong>the</strong> cash balance was €1,060,748.The decrease in <strong>the</strong> number of treasury shares held in respect of <strong>the</strong> liquidity contract was <strong>the</strong>refore12,361 in <strong>2012</strong>.(3) In respect of <strong>the</strong> share buyback for cancellation programme, 500,000 Métropole Télévisionsecurities were acquired during <strong>2012</strong>, at an overall cost of €4.88 million.These purchases were made in May and June <strong>2012</strong> via Natixis at an average weighted price pershare of €9.77. Gross commissions of €3.4 thousand were paid.The 500,000 Métropole Télévision shares purchased were cancelled following <strong>the</strong>ir buyback,resulting in a reduction in <strong>the</strong> number of shares making up <strong>the</strong> share capital of <strong>the</strong> Company <strong>to</strong>125,883,964.<strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT - 103

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