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COMBINED GENERAL MEETING8. Combined Annual General Meeting of 13 May 20138.1. Proceedings and Agenda of the Combined Annual GeneralMeeting of 13 May 2013The Combined Annual General Meeting of the Company has been convened for 13 May 2013 and theagenda will be as follows:Reports of the Executive Board:- on the Group’s activities during 2012;- on the resolutions to be presented at the General Meeting;- on the allocation of free shares to certain employees and/or executive officers during the year;- on the allocation of share purchase options to certain employees and/or executive officers currentlyentitled.Reportof the Supervisory Board to the General MeetingReportof the Chairman of the Supervisory Board on corporate governance and oninternal control and risk management proceduresStatutory Auditors’ reports:- report on the consolidated financial statements for the year ended 31 December 2012;- report on the parent company financial statements for the year ended 31 December 2012;- report prepared in accordance with Article L. 225-235 of the Commercial Code on the report of theChairman of the Supervisory Board regarding corporate governance and internal control and riskmanagement procedures;- special report on the regulated agreements and commitments covered by Articles L. 225-86 andsubsequent of the Commercial Code;- special report on the share capital reduction, as provided for by resolution 6;Vote on resolutions:The following resolutions will be submitted for approval by the General Meeting:Resolutions for the Ordinary General Meeting:1 st resolution: Approval of the parent company financial statements for the year ended 31December 2012, approval of non-tax deductible expenses and charges2 nd resolution: Approval of the consolidated financial statements for the year ended31 December 20123 rd resolution: Allocation of profits and setting of dividend4 th resolution: Approval of regulated agreements and commitments5 th resolution: Authorisation to be given to the Executive Board to enable the company to buy backits own shares under Article L. 225-209 of the Commercial Code; duration of theauthorisation objectives, terms and conditions of the authorisation and maximumnumber of sharesResolutions for the Extraordinary General Meeting:6 th resolution: Authorisation to be given to the Executive Board to cancel shares bought back underArticle L. 225-209 of the Commercial Code; duration of the authorisation andmaximum number of shares,7 th resolution: Powers to execute formalities.270 - M6 GROUP - 2012 REGISTRATION DOCUMENT
COMBINED GENERAL MEETING8.2. Report of the Executive Board to the Combined GeneralMeeting of 13 May 2013Ladies and Gentlemen,We have convened this Combined General Meeting to submit the following resolutions for your approval:In ordinary session:The 1 st resolution submits for shareholder approval the financial statements of the Company for the yearended 31 December 2012, which show a profit of €116,345,431.This resolution also concerns the approval of the expenses and charges stipulated in Article 39-4 of theGeneral Tax Code, totalling €35,709 and the corresponding tax charge of €12,810.The 2 nd resolution submits for shareholder approval the consolidated financial statements for the yearended 31 December 2012, which show a profit attributable to the Group of €140,159,160.The 3 rd resolution concerns the allocation of Métropole Télévision SA profits of €116,345,431 for the yearended 31 December 2012. This profit, together with the retained earnings of €387,673,698, thus bringsthe total distributable profit to €504,019,129. It is proposed to distribute €232,885,333.40 in dividends,leaving a balance of €271,133,795.60.Therefore, the dividend shall be €1.85 gross per share.If this proposal is adopted, the ex-dividend date will be 20 May 2013 and the dividend will be paid on 23May 2013 in two separate lines showing an ordinary dividend of €0.85 per share and an extraordinarydividend of €1 per share.The 4 th resolution submits for shareholder approval the regulated agreements and commitments coveredby Articles L. 225-86 and subsequent of the Commercial Code and concluded during 2012, asmentioned in the conclusions of the Statutory Auditors’ Special Report.The 5 thresolution submitted for shareholder approval concerns the authorisation to be given to theExecutive Board to enable the Company to buy back its own shares, within the limits set by theshareholders and pursuant to the provisions of Article L. 225-209 and subsequent of the CommercialCode.This authorisation would permit the purchase of up to 5% of the share capital at a maximum price of €18per share during a period of 18 months. The maximum amount of this transaction would be set at€113,295,567.60. The report of the Executive Board includes the features of the buyback programmeproposed this year and provides information on the use of the previous programme.In extraordinary session:The 6 th resolution submits for shareholder approval the authorisation to be given to the Executive Boardto reduce the share capital by cancellation of treasury shares within the limit of 5% of the share capital ofthe Company, as calculated on the day of the cancellation, after deducting cancellations carried outwithin the last 24 months.The delegations and authorisations to be granted by resolutions 5 and 6 will supersede previousauthorisations of the same nature granted to the Executive Board by the General Meeting of 3 May2012.M6 GROUP - 2012 REGISTRATION DOCUMENT - 271
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2012 FINANCIAL REPORT2012 FINANCIAL
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