to download the 2012 registration document. - Groupe M6

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