to download the 2012 registration document. - Groupe M6

2012 FINANCIAL STATEMENTS AND RELATED NOTESAgreement with the company RTL Group, a shareholder of your company, to buy back shares to amaximum of 48.46%, acting on behalf of the company Immobilière Bayard d'Antin S.A.Nature and purposeYour Company concluded an agreement with the RTL Group, acting on behalf of Immobilière Bayardd’Antin S.A., in respect of the acquisition of blocks of shares in your Company, up to 5% of the sharecapital, in particular with a view to cancelling them.Terms and conditionsThis agreement, which was signed on 15 May 2012, following authorisation by the Supervisory Board on3 May 2012, is part of the share repurchase programme pursuant to Article L. 225-209 of theCommercial Code of up to 5% of its share capital, authorised by the Combined General Meeting of 3 May2012, and according to which the Executive Board may proceed with the acquisition of blocks of sharesin your Company using an investment services provider, on and off the market, from RTL Group.In 2012, 480,000 shares were bought back under this agreement.This agreement expires on 15 May 2013.2 With Bayard d’Antin S.A.Persons concerned, members of the Supervisory Board of Métropole Télévision and representatives ofRTL GroupGuillaume de Posch, Joint Chief Executive Officer of RTL Group, S.A.; Rémy Sautter, Chairman and ChiefExecutive Officer of Immobilière Bayard d’Antin S.A.; Elmar Heggen, Director of RTL Group, S.A.;Catherine Lenoble, representative of Immobilière Bayard d’Antin S.A.; Philippe Delusinne, Vincent deDorlodot and Christopher Baldelli.Cash management agreement between Bayard d’Antin S.A. and your Company, renewed on 15November 2012Nature and purposeYour Company entered into a cash management agreement on 1 December 2005, which was renewedon 12 December 2006, 14 December 2007, 15 December 2008, 19 February 2010, 15 November 2010,15 November 2011 and 15 November 2012.Terms and conditionsYour Company may loan its surplus cash to Bayard d’Antin S.A. and borrow a maximum of €50,000,000from Bayard d’Antin, providing this amount does not exceed 48% of amounts borrowed from bankinginstitutions. In order to comply with your Company’s cash management policy, the aggregate amountthat may be invested by your Company with Bayard d’Antin S.A. shall never exceed more than 20% ofthe cash resources of Métropole Télévision Group.Your Company may make deposits or borrow funds for periods of 1, 2 or 3 weeks or of 1, 2 or 3 months.The amount deposited or borrowed shall be a multiple of €1,000,000, with a minimum of €5,000,000 foreach loan. The remuneration provided by this agreement is in line with the conditions in force with theRTL Group which are based on EURIBOR plus a margin, depending on the period of the deposit or theloan.During the year ended 31 December 2012, no amount was deposited under this agreement.The renewal of the agreement dated 15 November 2012 and relative to the 2013 financial year wasauthorised by the Supervisory Board on 6 November 2012.Unless it is renewed, this agreement will expire on 15 December 2013.M6 GROUP - 2012 REGISTRATION DOCUMENT - 239