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to download the 2012 registration document. - Groupe M6

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<strong>2012</strong> FINANCIAL STATEMENTS AND RELATED NOTESAgreements and commitments already approved by <strong>the</strong> Annual General MeetingAgreements and commitments approved during <strong>the</strong> previous financial years that were not executedduring <strong>the</strong> financial year just endedIn addition, we were informed of <strong>the</strong> following agreements and commitments already approved by <strong>the</strong>General Meeting in previous years, which were not implemented during <strong>the</strong> financial year.With Nicolas de Tavernost, Thomas Valentin and Jérôme Lefébure, members of <strong>the</strong> Executive Board.Commitments made for <strong>the</strong> benefit of members of <strong>the</strong> Executive Board in <strong>the</strong> event of cessationof <strong>the</strong>ir dutiesNature and purposeFollowing <strong>the</strong> renewal of <strong>the</strong> term of office of Nicolas de Tavernost and Thomas Valentin and <strong>the</strong>appointment of Jérôme Lefébure as members of <strong>the</strong> Executive Board in 2010, your General Meeting of 4May 2010 renewed its delegation relative <strong>to</strong> severance pay commitments made in 2008 pursuant <strong>to</strong> <strong>the</strong>Code of Corporate Governance AFEP/MEDEF of December 2008, for <strong>the</strong> benefit of <strong>the</strong> said members of<strong>the</strong> Executive Board.Terms and conditionsThe compensation for <strong>the</strong> termination of Nicolas de Tavernost’s duties as Chairman of <strong>the</strong> ExecutiveBoard is equal <strong>to</strong> <strong>the</strong> difference between twenty four months of gross monthly remuneration, calculatedon <strong>the</strong> basis of his <strong>to</strong>tal remuneration, including fixed and variable items, received over <strong>the</strong> last twelvemonths preceding <strong>the</strong> termination of his position as Chairman of <strong>the</strong> Executive Board and <strong>the</strong> legal andstatu<strong>to</strong>ry compensation potentially due <strong>to</strong> him in respect of <strong>the</strong> termination of his employment contract.The payment of severance pay is now limited <strong>to</strong> cases in which his term of office as Chairman of <strong>the</strong>Executive Board is not terminated due <strong>to</strong> his resignation or failure <strong>to</strong> perform his duties satisfac<strong>to</strong>rily.The compensation for <strong>the</strong> termination of Thomas Valentin and Jérôme Lefébure’s employment contract isnow equal <strong>to</strong> <strong>the</strong> difference between twenty four months of gross monthly remuneration calculated on <strong>the</strong>basis of <strong>the</strong> <strong>to</strong>tal of <strong>the</strong>ir individual remuneration, including fixed and variable items, received over <strong>the</strong> lasttwelve months preceding <strong>the</strong> termination of <strong>the</strong>ir employment contract and <strong>the</strong> cumulative legal andstatu<strong>to</strong>ry compensation potentially due <strong>to</strong> <strong>the</strong>m in respect of <strong>the</strong> termination of <strong>the</strong>ir employment contractand, if applicable, <strong>the</strong> amount due as consideration for <strong>the</strong>ir non-competition commitment.Direc<strong>to</strong>rs’ fees are excluded from <strong>the</strong> calculation base <strong>to</strong> <strong>the</strong> extent that <strong>the</strong> contractual compensation<strong>the</strong>y benefit from is attached <strong>to</strong> <strong>the</strong>ir employment contract. The payment of severance pay is now limited<strong>to</strong> cases in which <strong>the</strong>y are not dismissed due <strong>to</strong> a serious fault or gross negligence, <strong>the</strong>ir tendering <strong>the</strong>irresignation or failure <strong>to</strong> perform <strong>the</strong>ir duties satisfac<strong>to</strong>rily. The changes thus introduced <strong>to</strong> <strong>the</strong>compensation packages were formalised by <strong>the</strong> signing of an addendum <strong>to</strong> <strong>the</strong>ir respective employmentcontracts.These agreements were authorised by <strong>the</strong> Supervisory Board meeting of 25 March 2010 and approvedby <strong>the</strong> Ordinary General Meeting of 4 May 2010.240 - <strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT

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