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CORPORATE GOVERNANCENameN° and date of planNumber of optionsexercised in 2012Exercise priceNicolas de Tavernost n°: -date: -- -Thomas Valentin n°: -date: -- -Jérôme Leféburen°: -date: -- -Catherine Lenoble Robin Leproux n°: -date: -n°: -date: -----TOTAL - -2.3.2.4. Free share allocation plana) Free shares allocated to members of the Executive Board during 2012In accordance with the authorisation granted by the Combined General Meeting of 4 May 2011 in its 11 thresolution, the Executive Board decided on 27 July 2012 to grant free shares following the approval bythe Supervisory Board on the 24 July 2012.This allocation plan relates to 487,750 shares (maximum allocation), granted to 185 beneficiaries underthe conditions of being members of staff on 27 July 2014.In this respect, members of the Executive Board benefited from the following allocation of free shares,after approval by the Supervisory Board and upon the proposal of the Remuneration Committee:Nom (3)N° and date of planNumber of sharesgranted during 2012IFRS 2 valueof shares (1)Date of finalallocation(1) This corresponds to the value of options and financial instruments at the time of their allocation as provided for by IFRS 2.(2) The expected level of achievement has been determined precisely but has not been disclosed on grounds of confidentiality.(3) Due to her retirement, Catherine Lenoble forfeited her entitlements to free sharesPerformanceconditions (2)Date ofavailabilityn°: AAAG11270712Nicolas deDate: Board of 27 JulyTavernost201220,000 8.1 27 July 201427 July 2016Thomas ValentinJ érôme Lefébure Robin Leproux n°: AAAG11270712Date: Board of 27 July2012n°: AAAG11270712Date: Board of 27 July2012n°: AAAG11270712Date: Board of 27 July201210,0007,0007,0008.18.18.127 July 201427 July 201427 July 2014Achievement by theGroup of aperformance conditionbased on consolidatednet profit at 31December 201227 July 201627 July 201627 July 2016TOTAL 44,000For plans subject to performance conditions, the above states benchmark data corresponding to thespecified target being achieved.The net profit achieved for the 2012 financial year enables member of the Executive Board to receive theirmaximum allocation of free shares, namely 44,000 shares, subject to their being employed by the Groupon 27 July 2014.The shares allocated in 2011 and in 2012 to the members of the Executive Board represent 3.7% of thetotal amount authorised by the Extraordinary General Meeting of 4 May 2011, thereby complying with thedecision of the Supervisory Board of 10 March 2009. It should be noted that this decision, in accordancewith the AFEP/MEDEF recommendation, caps the total amount of free shares allocated to all members ofthe Executive Board determined under IFRS to a maximum of 15% of the total amount authorised by theExtraordinary General Meeting.72 - M6 GROUP - 2012 REGISTRATION DOCUMENT
CORPORATE GOVERNANCEb) Free shares allocated to members of the Executive Board in the previous year (2011)In relation to the allocation of free shares on July 2011, at its meeting held on 14 February 2012, theSupervisory Board approved the additional performance condition set for the Executive Board, whichrequired that the Group’s share of gross advertising revenues be in excess of 20% in the relevant financialyear (2011) and in the following year (2012).This performance condition was achieved during both financial years.c) Free shares allocated definitively to members of the Executive Board during 2012NameN° and date of planNumber of shares allocatedfinally in 2012Nicolas de Tavernost n°: AAAG09270710Date: Board of 26 July 201012,650Thomas Valentin n°: AAAG09270710Date: Board of 26 July 20108,280Jérôme Lefébure n°: AAAG09270710Date: Board of 26 July 20106,900n°: AAAG09270710Catherine Lenoble Date: Board of 26 July 2010-TOTAL 27,830Acquisitionconditions (1)Achievement by theGroup of a performancecondition based onconsolidated net profitfor the year to 31December 2010 andsubject to beingemployed by the Groupin July 2012.(1) The expected level of achievement has been determined precisely but has not been disclosed on grounds ofconfidentiality.These shares resulted from the free share plan of 27 July 2010 which, for the Executive Board, must beconditional not only on the achievement of the consolidated net profit objective, but also in theachievement of an advertising market share for 2010 and 2011. Given the overachievement, the numberof shares definitively allocated is equal to the maximum number authorised.These shares already issued were thus granted on 27 July 2012, the 2010-11 performance conditionhaving been validated by the Supervisory Board in February 2012.No shares were granted in July 2012 to Catherine Lenoble owing to her departure.d) Free shares vested during the financial year 2012NomN° and date of planNumber of shares allocatedfinally in 2012n°: AAAG04060508Nicolas de Tavernost Date: Board of 6 May 200811,805n°: AAAG04060508Thomas Valentin 7,727Date: Board of 6 May 2008n°: AAAG04060508Jérôme Lefébure 5,366Date: Board of 6 May 2008Catherine Lenoble n°: AAAG04060508Date: Board of 6 May 20086,439TOTAL 31,337Acquisitionconditions (1)Achievement by theGroup of a performancecondition based onconsolidated net profit forthe year to 31December 2008 andsubject to beingemployed by the Groupin May 2010.(1) The expected level of achievement has been determined precisely but has not been disclosed on grounds ofconfidentiality.M6 GROUP - 2012 REGISTRATION DOCUMENT - 73
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DisclaimerThis report is an English
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M6 GROUP PRESENTATION1. M6 Group pr
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2012 FINANCIAL REPORT2012 FINANCIAL
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COMBINED GENERAL MEETING OF 13 MAY
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OTHER INFORMATION14. ADMINISTRATIVE
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OTHER INFORMATIONiv.Reports of the
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288 - M6 GROUP - 2012 REGISTRATION
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