to download the 2012 registration document. - Groupe M6

CORPORATE GOVERNANCEa) Allocation limitsThe allocation of options to subscribe or to purchase shares and the allocation of free shares for thebenefit of members of the Executive Board shall now be subject to the following collective and individuallimits:- Collective limitsThe total amount, determined under IFRS 2, of options to subscribe or to purchase sharesallocated to all members of the Executive Board with effect from 1 January 2009 may not exceed15% of the total amount authorised by the Extraordinary General Meeting;The total amount, determined under IFRS 2, of free shares allocated to all the members of theExecutive Board, with effect from 1 January 2009, may not exceed 15% of the total amount ofauthorised by the Extraordinary General Meeting;- Individual limitsThe cumulative amount, determined under IFRS 2, of options to subscribe or to purchase sharesand free shares allocated to Nicolas de Tavernost during a given year may not exceed 150% ofhis gross remuneration, fixed and variable, due in respect of the year preceding the year ofallocation;The cumulative amount, determined under IFRS 2, of options to subscribe or to purchase sharesand free shares allocated to Thomas Valentin, Robin Leproux or Jérôme Lefébure during a givenyear may not exceed 100% of their gross remuneration, fixed and variable, due in respect of theyear preceding the year of allocation.b) Performance conditionsThe new allocation of options to subscribe or to purchase shares, as well as the new allocation of freeshares for the benefit of members of the Executive Board is now subject to the following performanceconditions:- an internal performance condition identical to that applied to all beneficiaries of each allocationplan, and set in 2007, 2008, 2009, 2010, 2011 and 2012 compared to an objective of earningsper share or consolidated net profit;- an external performance condition based on the gross consolidated advertising market share(terrestrial, DTT, Cable & Satellite) achieved by the Métropole Télévision Group: this share mustbe higher than 20% in the two previous years preceding the date of exercise of the option or thedate of final vesting of free shares allocated.c) Additional investment condition for the allocation of free sharesThe final vesting of shares allocated free to members of the Executive Board is now subject to prioracquisition on the market by the beneficiary concerned, of an additional number of shares of theCompany representing 10% of the number of shares finally allocated for free.d) Retention commitmentPursuant to the meeting of the Supervisory Board of 3 March 2008, the members of the Executive Boardare required to retain without conditions 20% of the shares arising from the exercise of options tosubscribe or to purchase shares, as well as shares allocated for free. It is noted, also, that this retentionrule also applies to the shares acquired on the market by members of the Executive Board in compliancewith the additional investment condition of 10%.e) Long-term incentive plan (LTIP)At its meeting held on 26 July 2011, the Supervisory Board of the Company authorised theimplementation of a long-term incentive plan for the benefit of 25 senior executives, some of whom aremembers of the Executive Board. This plan will be subject to the achievement of cumulative performancetargets for the years 2011 to 2013, based on value creation and their continued presence within theGroup at 30 April 2014. These members of the Executive Board may be granted a maximum of 140,500free shares out of the 500,000 shares reserved for all beneficiaries, subject to a further retention period of70 - M6 GROUP - 2012 REGISTRATION DOCUMENT