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COMBINED GENERAL MEETINGThe 7 th resolution submitted for shareholder approval concerns the delegation of powers to completeformalities.We trust that these proposals will receive your support.Neuilly sur Seine, 29 March 2013.The Executive Board272 - M6 GROUP - 2012 REGISTRATION DOCUMENT
COMBINED GENERAL MEETING8.3. Report of the Supervisory Board to the Combined GeneralMeetingLadies and Gentlemen,At this Combined General Meeting called in accordance with the law and the bylaws, you have justreceived the reports of the Executive Board and the Statutory Auditors for the year ended 31December 2012.In accordance with Article L.225-68 of the Commercial Code, we bring to your attention ourobservations regarding the Report of the Executive Board and the financial statements for the yearended 31 December 2012.In addition we bring to your attention the work of the Supervisory Board.1. Observations on the work of the Supervisory BoardThe Report of the Executive Board to the General Meeting does not call for any specific comments bythe Supervisory Board.The financial statements for the year ended 31 December 2012, as presented to you, after review bythe Audit Committee and certification by the Statutory Auditors, do not call for any comment by theSupervisory Board.The Board has reviewed the proposed resolutions submitted to the General Meeting and invites you toapprove them in order to give the Executive Board the necessary means by which to fulfil its role.Independence of Board membersHaving duly noted that no member of the Board needs to be appointed or re-appointed at the nextAnnual General Meeting, the Board has reviewed the independence of each of its members, asprovided by its Internal Regulations and the AFEP-MEDEF Corporate Governance Code.Following this review, and in light of the independence criteria defined within the Supervisory Board’sinternal regulations, the Board confirmed the independence of Albert Frère, Gérard Worms, Guy dePanafieu, Gilles Samyn and Delphine Arnault and Mouna Sepehri, and that Rémy Sautter, Guillaume dePosch, Philippe Delusinne, Vincent de Dorlodot, Elmar Heggen, Christopher Baldelli and CatherineLenoble (representative of Immobilière Bayard d’Antin) were not independent members.2. Work of the Supervisory BoardIn accordance with legal regulations and in addition to the review of the parent company financialstatements and the Report of the Executive Board, on which the Supervisory Board has just informedyou of its observations, the Supervisory Board will periodically hear reports from the Executive Boardon the Company’s operations. The Supervisory Board authorises major investments, the granting ofsecurity and partial or total disposals of shareholdings and property assets and rights.Aside from these duties, the key deliberations of the Supervisory Board since the last Annual GeneralMeeting of shareholders concerned:- the half-year and full-year financial statements;- the budget for 2013;- the quarterly financial position at 31 March 2012 and 30 September 2012;- the main investment projects, particularly in programming;- the allocation of free shares to a number of Group employees and senior executives;- the renewal of the share buyback agreement with a view to cancelling the said shares and the masterM6 GROUP - 2012 REGISTRATION DOCUMENT - 273
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DisclaimerThis report is an English
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M6 GROUP PRESENTATION1. M6 Group pr
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M6 GROUP PRESENTATION1.4.2. 2012 fi
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M6 GROUP PRESENTATION• Another am
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M6 GROUP PRESENTATIONIn total, the
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M6 GROUP PRESENTATIONThe top ten M6
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M6 GROUP PRESENTATIONChange in the
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M6 GROUP PRESENTATIONshown-before s
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M6 GROUP PRESENTATIONIn order to co
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M6 GROUP PRESENTATIONSND was the le
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M6 GROUP PRESENTATIONa) Business pr
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M6 GROUP PRESENTATIONMistergooddeal
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M6 GROUP PRESENTATIONSTATUTORY ALLO
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M6 GROUP PRESENTATIONb) Provisions
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CORPORATE GOVERNANCECORPORATE GOVER
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CORPORATE GOVERNANCEJérôme Leféb
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CORPORATE GOVERNANCEb) Free shares
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CORPORATE GOVERNANCERobin LEPROUX 2
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CORPORATE GOVERNANCESHARE CAPITAL33
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SHARE CAPITALStock market performan
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SHARE CAPITAL3.4. Cash dividend pol
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SHARE CAPITAL- At least one third o
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SHARE CAPITALChange in the number o
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SHARE CAPITALControlled companies h
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SHARE CAPITAL3.10.4.4. Identificati
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RISK FACTORS AND MANAGEMENTRISK FAC
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RISK FACTORS AND MANAGEMENT4.1.2. D
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2012 FINANCIAL REPORT2012 FINANCIAL
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2012 FINANCIAL REPORT5.1.1.2. Conso
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2012 FINANCIAL REPORT5.1.2.2. M6 TV
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2012 FINANCIAL REPORTAdvertising an
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2012 FINANCIAL REPORTthe reliabilit
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2012 FINANCIAL REPORTParent company
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