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to download the 2012 registration document. - Groupe M6

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COMBINED GENERAL MEETING- ensure adequate coverage of marketable securities giving right <strong>to</strong> Company shares within <strong>the</strong>framework of current regulations,- cancel shares subject <strong>to</strong> approval of <strong>the</strong> 6 th resolution by this Extraordinary General Meeting ofshareholders.Shares may be bought back by any means, including through <strong>the</strong> acquisition of blocks of shares, and at<strong>the</strong> times <strong>the</strong> Executive Board will deem fit.The acquisition of <strong>the</strong>se shares may be carried out specifically during a period of a public offering inaccordance with Article 231-40 of <strong>the</strong> AMF General Regulations, if on <strong>the</strong> one hand, <strong>the</strong> offer is fully paidin cash, and on <strong>the</strong> o<strong>the</strong>r hand, if <strong>the</strong> buyback transactions are carried out as part of <strong>the</strong> continuingimplementation of <strong>the</strong> current plan and are not likely <strong>to</strong> jeopardise <strong>the</strong> offer.The Company retains <strong>the</strong> right <strong>to</strong> use options or derivative products within <strong>the</strong> framework of applicableregulations.The maximum purchase price is set at €18 per share. In <strong>the</strong> event of a change in capital through <strong>the</strong>allocation of free shares or a division or consolidation of shares, <strong>the</strong> price indicated above will be adjustedby a fac<strong>to</strong>r equal <strong>to</strong> <strong>the</strong> ratio between <strong>the</strong> number of shares comprising <strong>the</strong> share capital before and after<strong>the</strong> transaction.The maximum amount of <strong>the</strong> transaction is <strong>the</strong>refore set at €113,295,567.60.The General Meeting confers full powers on <strong>the</strong> Executive Board <strong>to</strong> proceed with <strong>the</strong>se transactions, set<strong>the</strong> terms and conditions, conclude all agreements and perform all formalities.In extraordinary session:Sixth resolutionAuthorisation <strong>to</strong> be given <strong>to</strong> <strong>the</strong> Executive Board <strong>to</strong> cancel shares bought back under Article L. 225-209of <strong>the</strong> Commercial CodeAfter reviewing <strong>the</strong> report of <strong>the</strong> Executive Board and <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs’ Report, <strong>the</strong> ExtraordinaryGeneral Meeting:1) Authorises <strong>the</strong> Executive Board <strong>to</strong> cancel, at its own discretion, on one or more occasions andwithin <strong>the</strong> limit of 5% of <strong>the</strong> share capital, as calculated on <strong>the</strong> day of <strong>the</strong> decision <strong>to</strong> cancel <strong>the</strong>mand excluding any shares cancelled during <strong>the</strong> preceding 24-month period, shares that <strong>the</strong>Company holds or may come <strong>to</strong> hold following buybacks carried out pursuant <strong>to</strong> Article L. 225-209 of <strong>the</strong> Commercial Code, as well as reducing <strong>the</strong> share capital accordingly, in accordancewith legal provisions and regulations in force,2) Sets <strong>the</strong> validity of this authorisation <strong>to</strong> a period of twenty-four months from <strong>the</strong> date of thisGeneral Meeting, being until 12 May 2015,3) Confers full powers <strong>to</strong> <strong>the</strong> Executive Board <strong>to</strong> carry out <strong>the</strong> necessary transactions for <strong>the</strong>cancellation and reduction of <strong>the</strong> share capital, amend <strong>the</strong> Company’s bylaws accordingly andcarry out all necessary formalities.Seventh resolutionPowers <strong>to</strong> complete formalitiesThe General Meeting confers full powers on a bearer of copies or certified extracts of <strong>the</strong> minutes of thismeeting <strong>to</strong> make all filings and advertising and <strong>to</strong> carry out any o<strong>the</strong>r legal and administrative formalitiesas required, in accordance with <strong>the</strong> law.<strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT - 277

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