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to download the 2012 registration document. - Groupe M6

to download the 2012 registration document. - Groupe M6

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<strong>M6</strong> GROUP PRESENTATIONThe rights and duties attached <strong>to</strong> a share shall be transferred <strong>to</strong> <strong>the</strong> holder of <strong>the</strong> account on which <strong>the</strong>share is registered.Heirs, representatives or credi<strong>to</strong>rs of a shareholder may not, on any grounds whatsoever, call for <strong>the</strong>affixing of seals on <strong>the</strong> assets and valuables of <strong>the</strong> Company, or call for a division or sale by auction<strong>the</strong>reof, or interfere in any manner whatsoever in its administration; for <strong>the</strong> exercise of <strong>the</strong>ir rights, <strong>the</strong>yshall be bound by <strong>the</strong> statements of corporate assets and liabilities and resolutions of <strong>the</strong> GeneralMeeting.The shares are indivisible. Joint owners of an indivisible share shall be represented <strong>to</strong> <strong>the</strong> Company byone of <strong>the</strong>m or by a sole proxy.The voting right belongs <strong>to</strong> <strong>the</strong> beneficial owners at both Ordinary and Extraordinary General Meetings.Whenever more than one share is required <strong>to</strong> exercise a particular right, specifically in <strong>the</strong> event of ashare exchange, consolidation or allocation, or as a result of an increase or reduction in share capital, orin <strong>the</strong> event of a merger or o<strong>the</strong>r transaction, shareholders who own only one share or who do not own<strong>the</strong> minimum number required have no rights against <strong>the</strong> Company; shareholders must make <strong>the</strong>ir ownarrangements <strong>to</strong> form a group or <strong>to</strong> purchase or sell <strong>the</strong> requisite number of shares or rights.PROCEDURE FOR THE IDENTIFICATION OF BEARER SHARES (ARTICLE 10 OF THE BYLAWS)The company may at any time request that <strong>the</strong> main cus<strong>to</strong>dian of its financial instruments provide <strong>the</strong>information referred <strong>to</strong> by law pertaining <strong>to</strong> <strong>the</strong> identity of <strong>the</strong> owners of shares that confer immediate orfuture voting rights at General Meetings.1.6.2. Regula<strong>to</strong>ry EnvironmentDue <strong>to</strong> its corporate purpose and <strong>the</strong> operation by <strong>the</strong> Company of an authorisation <strong>to</strong> broadcast inanalogue or digital form, a specific legal and regula<strong>to</strong>ry framework applies in addition <strong>to</strong> ordinaryprovisions.1.6.2.1. Ownership of <strong>the</strong> share capitalUnder <strong>the</strong> terms of Article 39 of Law n°86-1067 of 30 September 1986, as amended, an individual orentity, acting alone or in concert, shall not hold, directly or indirectly, more than 49% of <strong>the</strong> capital orvoting rights of a company licensed <strong>to</strong> operate a national television service by Free-<strong>to</strong>-Air terrestrialtransmission.This provision limits <strong>the</strong> scope of <strong>the</strong> 49% rule <strong>to</strong> those terrestrial channels with an average annualaudience (terrestrial, cable and satellite combined) in excess of 8% of <strong>the</strong> <strong>to</strong>tal television audience.Under <strong>the</strong> terms of Article 40 of Law n°86-1067 of 30 September 1986, as amended, no individual orentity of foreign nationality shall purchase an interest leading <strong>to</strong> foreign nationals holding, directly orindirectly, more than 20% of <strong>the</strong> capital of a company licensed <strong>to</strong> operate a national television service byterrestrial free-<strong>to</strong>-air transmission (subject <strong>to</strong> <strong>the</strong> international commitments of France, excluding notablyEuropean community or European economic area nationals).a) <strong>M6</strong>1.6.2.2. Authorisations <strong>to</strong> use free-<strong>to</strong><strong>to</strong>-air frequencies<strong>M6</strong> is a privately owned free-<strong>to</strong>-air terrestrial TV network which was initially licensed <strong>to</strong> broadcast for aduration of ten years from 1 March 1987 (expired on 28 February 1997) under <strong>the</strong> licencing regime setforth by Article 30 of <strong>the</strong> amended Law of 30 September 1986 on Freedom of Communication.42 - <strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT

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