2014 Registration Document including the annual financial report

Transcription

1 2014 Registration Document including the annual financial report

2 Sommaire Chairman's Message... 2 General Comments... 3 Documents incorporated by reference Introduction to the Group Key indicators History Organization Chart Business activities and strategy Risk factors Social and environmental responsibility Human resources Environmental information Societal information Ethical commitments Report by the Statutory Auditors, appointed as an independent third party organization, on the consolidated social, environmental and societal information given in the management report Corporate governance Board of Directors Compensation report of the Chairman of the Board of Directors on internal control procedures Statutory Auditors' Report, drafted in accordance with Article L of the French Commercial Code, on the Report of the Chairman of the Board of Directors Special Statutory Auditors' Report on regulated agreements and commitments List of NextRadioTV agreements with wholly owned subsidiaries Comments on the fiscal year Analysis of operations and consolidated results Cash flows Financial structure Other information pertaining to the 2014 fiscal year Recent developments and outlook Results of the NextRadioTV parent company Consolidated financial statements Consolidated income statement Consolidated balance sheet Change in equity Cash flow statement Notes Statutory Auditors report on the consolidated financial statements Parent company financial statements Income statement Balance sheet Notes Five-year company results table Statutory Auditors report on the annual financial statements Information on the Company and share capital Information on the Company Information on the share capital Shareholders Stock market information General Meeting Agenda Proposed resolutions Additional information Annual information document Persons responsible for the document and certificate Persons responsible for auditing the financial statements and fees Cross-reference table for the Registration Document Cross-reference table for the Management Report and annual financial report Cross-reference table for CSR information List of abbreviations Glossary

3 2014 Registration Document including the annual financial report This Registration Document was filed with the French financial markets authority (Autorité des marchés financiers - AMF) on April 30, 2015, in accordance with Article of its General Regulations. It may be used in support of a financial transaction if it is accompanied with a securities note as stipulated by the AMF. This Registration Document has been produced by the issuer and engages the liability of its signatories. Copies of this Registration Document are available free of charge from NextRadioTV, 12, rue d Oradour-sur-Glane, Paris, and from the websites of NextRadioTV ( and the AMF ( NextRadioTV DOCUMENT DE REFERENCE

4 Chairman's Message Alain Weill The NextRadioTV Group is pleased to be able to share with you its many successes in 2014, both for its television channels and its radio stations, as well as its digital and mobile activities. Ladies and Gentlemen, This year, RMC Découverte became the leading new HD DTT channel and had the biggest growth in the audiovisual industry. BFMTV, France's leading news channel, is the 4 th most popular first-generation DTT channel. It now has almost 10 million viewers per day. RMC, the leading general radio station for the under 50s, is ahead of its main competitors in the higher socio-professional category. With its morning show achieving excellent results, the station is regularly among the top 4 French radio stations. BFM Business, which is both a radio station and a TV channel, has confirmed its position as France's leading audiovisual financial news channel. Finally, the Group continues to invest in digital, concentrating on general news and issues which fit in with its other business activities. In 2014, bfmtv.com was the leading video news brand on the web, with 21% audience share. 01net.com also benefited from the success of its video channel, which received a record 62 million video views. Once again in 2014, the Group's financial results were satisfactory, given the sluggish growth of the advertising market, and were in line with those of our competitors. Our annual 2014 consolidated revenue was million, up 12%. The Group's TV division alone accounted for over 100 million of this figure. The radio station's revenue increased 4% in These figures confirm the stability and dynamism of NextRadioTV, a forward-looking media group, dedicated to taking up the challenges of the future to offer viewers, listeners and web users innovative, high quality services. The outlook for 2015 is also positive. As an independent, established Group, NextRadioTV continues to grow, having become a major player in the French media industry. We salute the hard work in 2014 by all NextRadioTV Group employees, executive teams and journalists, who do an outstanding job every day on location, on set, and in the newsrooms, helping NextRadioTV to achieve constantly improving results. Alain Weill NextRadioTV Chairman and Chief Executive Officer NextRadioTV DOCUMENT DE REFERENCE

5 General Comments 1. This Registration Document contains information on the objectives, outlook and areas of development for NextRadioTV. This information is not historical data, and must not be interpreted as guarantees that the facts and data announced will take place or that the targets will be reached. Investors should take into consideration the risks outlined in paragraph 1.5, before deciding to invest. 2. In this document, NextRadioTV SA is referred to as "NextRadioTV" or "the Company". The "Group" or the "NextRadioTV Group" refers to NextRadioTV and its subsidiaries or sub-subsidiaries: Business FM SASU ("Business FM"), Radio Monte-Carlo SAM ("RMC"), BFM TV SASU ("BFM TV"), RMC Sport SASU ("RMC Sport"), Groupe Tests Holding SAS ("Groupe Tests Holding" or "GTH"), NextInteractive SASU ("NextInteractive"), CBFM SASU ("CBFM"), RMC BFM Production SAS ("RMC BFM Production"), NextDev SASU (1) ("NextDev"), RMC-BFM Edition SAS ("RMC-BFM Edition"), RMC Découverte SASU ("RMC Découverte"), BFM Business TV SASU ("BFM Business TV"), NextRegie SASU (2) ("NextRégie"), NextRadioTV Production SASU ("NextRadioTV Production"), La Banque Audiovisuelle SAS ("La Banque Audiovisuelle"), Moneyweb SAS ("MoneyWeb"), NewCo 3 SASU ("NewCo 3"), NewCo A SASU (3) ("NewCo A") and NewCo B SASU (4) ("NewCo B"). In this document, the trading name "BFM Business" is followed by: "TV" to refer to the TV channel operated by the companies CBFM and BFM Business TV; "Radio" to refer to the radio station operated by Business FM. 3. In accordance with the provisions of Article of the General Regulations of the Autorité des marchés financiers (AMF), this Registration Document serves as the Company's annual financal report and the table on page 209 of this Registration Document is a cross-reference table of the information required by the annual financial report with the information presented in the Registration Document. (1) Formerly "Next Development 2" until March 16, (2) Formerly "01 Régie" until September 30, (3) Created on April 16, 2015, undergoing registration. (4) Created on April 16, 2015, undergoing registration. NextRadioTV DOCUMENT DE REFERENCE

6 Documents incorporated by reference In accordance with Article 28 of European regulation No. 809/2004 of April 29, 2004, this Registration Document incorporates by reference the following information to which readers are invited to refer: for the year ended December 31, 2013: the parent company and consolidated financial statements as well as the relevant reports by the Statutory Auditors in the Registration Document filed on April 30, 2014 with the AMF (D ), respectively on pages 145 to 182 and 184 to 216 (Chapters 8 and 9 respectively); for the year ended December 31, 2012: the parent company and consolidated financial statements as well as the relevant reports by the Statutory Auditors in the Registration Document filed on April 30, 2013 with the AMF (D ), respectively on pages 129 to 171 and 172 to 210 (Chapters 8 and 9 respectively). NextRadioTV DOCUMENT DE REFERENCE

7 1 Introduction to the Group 1.1 Key indicators Financial indicators Stock market indicators History Organization Chart Business activities and strategy Introduction TV division Radio division Digital division NextRégie division Other Group activities Risk factors Risks linked to the business environment and the competitive position Operational, industrial and technical risks Risks linked to the Company's organization Legal risks Financial risks Risks relating to taxation and fees Risks caused by a negative development of business forecasts and its impact on asset impairment tests Insurance policies and coverage of risk Environmental risks NextRadioTV DOCUMENT DE REFERENCE

8 Introduction to the Group 1.1 Key indicators Financial indicators The tables below show the unaudited financial indicators (EBITDA, EBIT, adjusted net result) for the years ending December 31, 2014, 2013 and 2012, in accordance with the disclosure of financial data for the year March 19, Consolidated profit and loss account ( millions) 12/31/ /31/ /31/2012 Revenue and other income Personnel costs (80.1) (76.4) (70.3) Other expenses (81.4) (68.2) (61.7) Total operating expenses (161.5) (144.6) (132.0) EBITDA (1) EBIT (2) Cost of net financial debt (1.0) (1.1) (1.5) Tax charge (10.2) (8.4) (7.8) As % of the EBIT and the net financial cost 37% 37% 40% Adjusted net profit (3) Non-recurring (0.7) (0.9) (0.1) Activities sold (4) - (5.3) 2.3 Net profit (1) EBITDA: profit from recurring operations including net broadcast amortization charges, before deduction of the other net amortization charges, excluding bonus shares. (2) EBIT: profit from recurring operations excluding bonus shares. (3) Adjusted net profit: adjusted net profit on non-recurring items. (4) The 2013 data were restated for the Print division, which was sold on October 1, 2013 and after reallocating the rents and structural costs of the Print division to the ongoing operations. Net broadcast amortization charges for the BFM Business TV and RMC Découverte channels are included with the other operating expenses above EBITDA in the disclosure of financial data presented in the table above, while they are recorded in the amortization charges in the IFRS consolidated financial statements presented in the rest of this Registration Document. Also note that the expense of bonus share issues is included under "Non-recurrent" in the financial data disclosure presented above, while it is recorded under personnel expenses in the IFRS consolidated financial statements presented in the rest of this Registration Document. NextRadioTV DOCUMENT DE REFERENCE

9 Introduction to the Group Consolidated balance sheet ( millions) 12/31/ /31/ /31/2012 Goodwill Other assets Deferred tax assets Operating WCR (11.7) Cash and cash equivalents Total Assets Equity - Group share Minority interests Provisions Financial liabilities Total Liabilities Gross debt (38.8) (44.8) (44.3) Cash and cash equivalents Net debt (17.7) (30.0) (32.7) Net debt/annual EBITDA (x) 0.6x 1.0x 1.2x Net fixed assets from the broadcasts of the BFM Business TV and RMC Découverte channels are included in the operating working capital requirements, referred to as operating WCR in the table above. Cash flow table ( millions) 12/31/ /31/ /31/2012 Adjusted net profit Change in WCR (6.5) (11.4) (0.1) Amortization, depreciation and provision charges Cost of net financial debt Deferred tax Other non-recurring items Operational cash flow Investment cash flow (5.4) (3.6) (7.5) Dividends (2.1) (0.9) (4.8) Share buyback program (11.9) Cash interest paid (1.0) (0.7) (0.6) Long-term change in liabilities (7.7) 0.4 (1.3) Financing cash flow (10.7) (1.2) (18.6) Cash flow before discontinued operations (6.0) Discontinued operations - (9.1) (0.5) Change in cash and cash equivalents (6.5) Cash at start of year Cash at year-end Note: Purchases of the broadcasts of the BFM Business TV and RMC Découverte channels are included in the change in working capital requirement, referred to as Change in WCR in the table above. NextRadioTV DOCUMENT DE REFERENCE

10 Introduction to the Group Stock market indicators Dividends The Board of Directors will propose to the General Shareholders' Meeting a dividend of 48 cents per share, an increase of 20% compared with the previous year, i.e. a distribution rate of 46% of the 2014 net profit. Dividends per share - DIVIDENDS - MILLIONS NextRadioTV DOCUMENT DE REFERENCE

11 Introduction to the Group 1.2 History 2000 Alain Weill founded his own radio group and created NextRadio in November. Acquisition of 83.33% of RMC in December Overhaul of the schedule and repositioning of RMC according to the "Info Talk Sport" concept in the 1 st half of the year RMC Régie created in February. Take-up of BFM Radio as part of a transfer plan and repositioning as a radio station for economic and financial news Positive operating result for RMC, with revenue growth of 60% % growth in advertising revenue for BFM Radio, which had a positive operating result Acceptance of the Company's securities for trading on the Eurolist market of Euronext Paris in October. Launch of BFMTV on DTT networks on November 28. NextRadio becomes NextRadioTV BFMTV reaches an audience of almost 7 million weekly viewers at the end of December (Médiamétrie) Acquisition and reorganization of Groupe Tests, renamed as NextInteractive Sale of Cadres On Line on January 16. RMC Sport press agency established on July 23, million issue of bonds with redeemable warrants (OBSAARs). BFMTV, France's leading news channel, ahead of itélé and LCI, with an audience share of 0.7% RMC reaches 6% audience share in April-June (Médiamétrie 126,000); RMC overtakes NRJ to become the 3 rd biggest commercial radio station in France RMC, the leading radio station among men under 50. BFM Radio becomes BFM Business Radio. Launch in November of the TV version of BFM Business on DTT networks in the Île-de-France region, on cable, ADSL and free satellite. Record audience reached in November for 01net.com with 7.9 million unique users (Médiamétrie) and 01net.com voted "website of the year 2010" in the News and information category First positive operating result for BFMTV, which had the strongest growth in viewer numbers in the French TV industry Sale of the electronic news division on January 16. Launch on December 12 of the RMC Découverte documentary channel on national HD DTT TV Acquisition in January of La Chaîne Techno, renamed 01netTV. Agreement with the Principality of Monaco allowing the acquisition of 4.56% of additional shares in RMC, bringing the overall stake of NextRadioTV in this subsidiary to 99%. End of Print operations on October 1. RMC reached 8.2% cumulative audience in November- December and 7.2% audience share in September-October (Médiamétrie 126,000) To simplify, streamline and optimize the work of the different businesses, a merger operation of RMC Régie into NextRégie (formerly 01 Régie) took place retroactively on January 1, th survey showing a rise in viewers for RMC during the January-March period (Médiamétrie 126,000). RMC, for the first time in its history, was ahead of Europe 1 among the CSPI+ socio-professional group in November-December, according to all criteria (Médiamétrie 126,000). bfmtv.com, France's 3 rd biggest news site during both rounds of the municipal elections (AT internet and OJD), had 5.7 million unique users in March (Médiamétrie). 10 th BFM Business Awards on November 3, The TV division passed the 100 million revenue mark during the year. BFMTV, up for the 8 th consecutive year, with a record of 2.3% national audience share in September (Médiamétrie). RMC Découverte, the leading HD DTT channel, had 1.2% audience share in December (Médiamétrie) and the biggest audience growth in the French TV sector over the year bfmtv.com had 21.1 million video views and 41% audience share in the news videos segment in January (Médiamétrie/NetRatings). In January 2015, the 1 st media for equity operation was launched on the Group's networks with the company EasyCartouche. Acquisition by RMC Découverte on March 5 of VODEO published by La Banque Audiovisuelle, a VOD/SVOD platform with over 5,000 shows and 3,000 subscribers. Launch of Top Gear France, 1 st adaptation in Europe of the world's most widely-watched TV show in the Factual category, on RMC Découverte on March 18. The Group began exclusive negotiations with Diversité TV on April 2 to acquire the DTT channel Numéro 23. Acquisition on April 8 of Moneyweb, a website publisher for information and news on the stock market (tradingsat.com), real estate (lavieimmo.com), business (verif.com) and horse racing (zone-turf.com). Launch in September of the new news website BFMTV.com. NextRadioTV DOCUMENT DE REFERENCE

12 Introduction to the Group 1.3 Organization Chart The diagram below shows the organization chart of the Company's subsidiaries at April 16, 2015 (along with the percentage of capital held, which is the same as the percentage of voting rights held). WMC, itself owned by News Participations, holds 38.09% of NextRadioTV's share capital (see Chapter 3, paragraphs 3.5 on the Statutory Auditors' report on regulated agreements, paragraph 3.6 and Chapter 5, paragraph 5.5, Note 10.2). The table of the Company's subsidiaries and stakes in other companies is presented in paragraph 6.3 (list of subsidiaries and equity investments in other companies) of Chapter 6 of this Registration Document. The Group created two new companies, NewCo A and NewCo B, and in early 2015 acquired two new companies: La Banque Audiovisuelle acquired by RMC Découverte on March 5, 2015 and MoneyWeb acquired by NextInteractive on April 8, 2015 (see paragraph 5.5 of Chapter 5 of this Registration Document, Note 10.5 on post-closing events). NextRadioTV DOCUMENT DE REFERENCE

13 Introduction to the Group 1.4 Business activities and strategy Introduction NextRadioTV is an independent multimedia company. Its business focuses on news in five areas general news, sport, the economy, high-tech and discovery available on four media television, radio, fixed and mobile digital media (smartphones and tablets). The Group has recognized know-how and expertise in managing innovative audiovisual projects. The Group's growth is based on three fundamentals, which are the editorial marketing of shows and news content, an active and innovative business approach and smooth management. Editorial marketing of shows and news content NextRadioTV is implementing an original and ambitious growth strategy based on innovative news formats. These formats offer innovative shows both in terms of the way the content is dealt with (choice of subjects, freedom of expression, freedom of tone, eyewitness reports) and its form (interactive nature, pace, graphic design). An active and innovative business approach NextRadioTV manages the marketing of its advertising space, developing tailored, innovative advertising packages via its integrated media sales company, NextRégie. Also, the Group's sales teams successfully mobilize all advertising industry players, whether they be advertisers or media agencies, in France and overseas. Smooth management The Group has been organized in such a way as to optimize the overall cost structure while allowing it strategic responsiveness and flexibility in its competitive environment. The Group has chosen to focus on its core business: content production and marketing. In addition to the operational departments, the Group relies on support departments (finance, human resources, technical services and general services), some of which are outsourced. Group business activities The business activities of the NextRadioTV Group are organized into four operational divisions, which cover several media or activities: the TV business, with BFMTV, RMC Découverte and BFM Business TV; the Radio business, with RMC, BFM Business Radio and RMC BFM Édition (for the music publishing business of titles broadcast on the radio); the Digital business, with the Internet and mobile activities of 01net.com and bfmtv.com; the other activities, including the external business of the RMC Sport press agency, the audiovisual production of NextRadioTV Production as well as the external advertising creation and production business, RMC BFM Production. NextRégie takes care of the marketing of advertising space for all Group media. NextRadioTV DOCUMENT DE REFERENCE

14 Introduction to the Group TV division BFMTV: France's number 1 news channel Format Broadcast free of charge, 24 hours a day, 7 days a week since November 2005, and designed to meet the expectations of a wide audience, BFMTV is a general news channel. BFMTV has a global outlook and adds a new dimension to French and international news. The channel has its own reporting resources and a network of regional and international partners, enabling it to cover all aspects of the news. In terms of its form, BFMTV has a pace, tone and graphic design without equal in the French audiovisual sector. To do this, the channel relies heavily on new technologies: mobile production resources, virtual studios, automatic cameras, dynamic graphic design, and interactivity. This enables it to be more flexible and responsive to news. That is another way in which BFMTV is an original channel, and unlike traditional TV channels. This has not been lost on viewers, who voted BFMTV "the DTT channel that has contributed most to television in the last ten years" (1). Programming schedule The BFMTV schedule focuses on image, directness and news as BFMTV is fully live from 4.30am until half past midnight (from 6am at the weekend), and whenever the news requires it. Weekly TV schedule Première Édition (4.30am-8.35am) has built upon its position as the 2 nd most popular morning show in France. From 4.30am, its specific pace and wealth of news, combined with the friendly atmosphere created by Christophe Delay and Pascale de la Tour du Pin, have brought a new dynamic to morning television. At 8.35am, Jean-Jacques Bourdin welcomes a special guest from the breaking news: men and women from politics and economics answer the journalist's probing questions for half an hour. This is followed by three hours of continuous news (9am-noon) during which Roselyne Dubois and Damien Gourlet discuss current news topics which have broken the previous night or during the morning. Over lunchtime (noon-3pm), the news is illustrated further by editorial reports and unraveled in interviews with specialists invited onto the set of Karine de Ménonville and Ronald Guintrange. Florence Duprat and Gilane Barret are at the helm of the late afternoon news show. They keep TV viewers informed from 3pm until 6pm. At 6pm, BFM Story goes over the day's news, helping viewers understand the main issues. Guests come on to Olivier Truchot's daily show for interviews or debates, to clarify or go further into a major news story. Ruth Elkrief goes over the political news live at 7pm, in a show that she has really made her own. She then chairs a lively and enriching debate: a face-to-face event where politicians, sociologists, specialists, writers or philosophers discuss their points of view on set. The key news show for the end of the day is at 8pm and is hosted by Alain Marschall. This show has a political part which goes over the political highlights in the presence of the channel's editorial writers, and a live part which goes over the day's main news stories. (1) Survey: Les Français et les chaînes TNT, Opinion Way March 4 and 5, NextRadioTV DOCUMENT DE REFERENCE

15 Introduction to the Group The new 9pm show, News et Compagnie, is hosted by Nathalie Levy, along with Laurent Neumann and Emmanuel Lechypre. The show lasts for one hour, and there is a special guest. Together they discuss the guest's latest projects and the day's news stories in an original way. Then, from 10pm, Grand Angle offers two hours of in-depth news analysis. Jean-Baptiste Boursier hosts the main evening show which reviews the day's news and is a combination of reporting and debate. Also, this season, BFMTV is improving its long format reporting, offering even more by broadcasting two main topics every evening for five to ten minutes. Debates then follow among the guests of Jean-Baptiste Boursier for in-depth analysis leading to a reasoned opinion. Weekend TV schedule Dominique Mari and Sandra Gandoin host the weekend morning show (6am-10am) injecting a serious but relaxed tone into this fourhour news show. As during the week, complete news bulletins, press reviews and varied shows are the main elements of a successful morning schedule. On Saturdays and Sundays from 10am to 6pm, the weekend news is presented by François Gapihan, Stéphanie de Muru, Graziella Rodrigues and Philippe Gaudin. In addition to these main live news sessions, BFMTV offers three main shows for in-depth analysis over the weekend: on Saturdays from 1pm-3pm and 6pm-8pm: 7 Jours BFMTV, BFMTV's news program. Every Saturday, Thomas Misrachi presents the main reports from the BFMTV news desk: documents, testimonies and eyewitness reports at the heart of the news are on BFMTV with the week's best reports and new topics; on Sundays 6pm-8pm: BFM Politique. The weekend's main political news roundup. Apolline de Malherbe invites a personality from the world of politics to explain their ideas on her two-hour show; on Fridays, Saturdays and Sundays, from 10pm until midnight, the new weekend show hosted by Christophe Hondelatte is called Hondelatte Direct. This new news roundup show brings viewers all the breaking news from the evening combined with news stories. Broadcast/distribution channels BFMTV is available on free DTT, cable, satellite, ADSL and digital media. The website bfmtv.com and the BFMTV app are outlined in the Digital part of the presentation of business activities in this Registration Document (see Chapter 1, paragraph 1.4.4). Audience The channel benefits from both the real success of DTT in France and an attractive schedule linked to its format. Every day, almost 10 million viewers watch BFMTV. Developments at the channel have enabled it to consolidate its position as the leading news channel. In 2014, BFMTV reached national annual average audience share of 2.0%, widening the gap between itself and its closest competitor (1) BFMTV is now in the Top 10 of France's most watched channels. COMPARATIVE EVOLUTION OF NATIONAL AUDIENCE SHARE - BFMTV AND ITÉLÉ Source: Médiamétrie Médiamat national audience share four years and over Monday to Sunday, 3am-27h. (1) Médiamétrie Médiamat NextRadioTV DOCUMENT DE REFERENCE

16 Introduction to the Group RMC Découverte Format On December 12, 2012, NextRadioTV launched its new channel, RMC Découverte, the first documentaries-only channel in France. In two years, RMC Découverte has established itself as an original, innovative and key DTT channel, with shows of a new kind and quality with HD images and a clearly-identifiable editorial line, with an internationally proven format (BBC, National Geographic Channel and Discovery Channel). RMC Découverte was voted the most original DTT channel by French viewers (1). It is the only DTT channel to offer such a diverse range of shows: science, history, adventure, investigation, technology, travel, animals, extreme tales. Programming schedule RMC Découverte's shows, 74% of which are completely new to France, are based around five main themes: understanding, learning, wonder, escape and travel: history and investigations; adventures and animals; science and technology; travel and lifestyle; real life. The channel successfully launched its 6am-8.30am morning show on January 28, Like RMC, it is based on talks hosted by Jean- Jacques Bourdin. The audience more than doubled between 2013 and 2014 and is still growing. As part of its drive to support documentary production, RMC Découverte developed its personality by launching over 160 hours of new French productions in 2014, coproduced with 42 production companies and representing a total investment of 7.6 million. The end of 2014 also saw the recording of the 1 st series of the French version of the successful UK TV show Top Gear, which went on air in March Broadcast/distribution network Broadcast on free HD DTT, ADSL, cable, satellite and on the Internet, RMC Découverte already covered over 60% of the French population on the day it launched. At the end of 2014, RMC Découverte covered over 90% of the population. It is expected to reach 100% by Results and audience structure At the end of 2014, RMC Découverte had an audience share of 1.2% (Médiamétrie), building on its position as the most popular of the six HD DTT channels (2). On average in 2014, the channel doubled its audience, reaching 1.0% audience share, the strongest audience growth for HD DTT in a year. The channel is the 4 th most popular digital terrestrial TV channel among its target audience of men aged and is the leading new HD DTT channel over four years, the under 50s, the higher socio-professional category and all male target audiences (3). (1) Opinion Survey Way/TV Magazine of June 4 and 5, 2014, using the quota method, on a sample of 1,014 people representative of the French population aged 18 and over. 32% of those questioned answered RMC Découverte. (2) Médiamétrie Médiamat Audience share Individuals four years and over 2014 c (3) Médiamétrie Médiamat TME (Average extrapolated rate) Men aged Bimestrial November-December 2014 and TME (average extrapolated rate) by target Bimestrial November-December NextRadioTV DOCUMENT DE REFERENCE

17 Introduction to the Group CHANGE IN ANNUAL AUDIENCE SHARE OF THE 6 HD DTT CHANNELS Source: Médiamétrie Médiamat annual and monthly Monday to Sunday 3am-27h four years and over. In January 2015, 24.3 million French people watched RMC Découverte, a new record for the channel. During March 2015, RMC Découverte reached, for the first time in its history, 1.3% audience share over the four years and over, setting a new record for HD DTT channels. RMC Découverte also had, for the second consecutive month, record audiences in key target audiences: individuals in the higher socio-professional category: 1.8%; age 25-49: 1.8%; men aged 25-49: 3.2%. The start of 2015 also saw the first broadcast of Top Gear France, a RMC Découverte/BBC co-production, which saw the channel break many HD DTT records when it launched on March 18, making the channel the 8 th most popular in France: the 1 st episode, shown at 8.45pm, broke the historic HD DTT record with 926,000 viewers and 3.6% audience share; the high point came at 9.39pm with 1,078,000 viewers; the 2 nd episode attracted 793,000 viewers, 4.4% audience share. The subsequent episodes were just as successful and attracted 654,000 viewers on average BFM Business TV Format Launched on November 22, 2010, BFM Business TV is France's leading economic and financial news channel. Its success is thanks to the renown of its brand and a schedule focused on key personalities in the world of economics. Everybody who is part of economic current affairs is on BFM Business TV. Programming schedule BFM Business TV's schedule is organized around shows hosted by renowned journalists: Good Morning Business with Stéphane Soumier, a major global economic current affairs show (6am-9am every day), Les Experts (9am-10am) with Nicolas Doze, Intégrale Placements (10am-12.30pm), Goûts de Luxe Paris! about luxury lifestyle in Ile-de-France, Intégrale bourse (3pm-6pm) which presents all the analyses from the stock market, from the opening of Wall Street to the closing of the European markets, Le Grand Journal d Hedwige Chevrillon with guests every day from the main news stories (6pm-7pm), Les Décodeurs de l Eco which summarizes the main economic issue of the day with Fabrice Lundy and his guests (7pm-8.30pm) and Tech&Co., which has news from the world of high-tech and start-ups in partnership with 01net.com. The channel also shows, at 9pm every evening, les Sagas BFM Business, a range of documentaries on a wide range of economic and financial topics, profiles of executive officers and entrepreneurs, brand histories and company life. NextRadioTV DOCUMENT DE REFERENCE

18 Introduction to the Group Broadcast/distribution network The channel is distributed on Île-de-France DTT, and nationally on ADSL, cable and satellite. BFM Business TV is also available live at the website bfmbusiness.bfmtv.com and via the BFM Business app for mobiles and tablets. Audience BFM Business TV is one of the top 5 most-watched specialist channels in the premium target audience on cable and satellite. THE LEADING ECONOMIC AND FINANCIAL NEWS CHANNEL Source: Regular audience in thousands of premium individuals Audipresse premium 2014 Monday to Sunday Premium Individuals: high income or high decision-making authority (management and executive officers) Radio division RMC Format RMC is a general interest radio station, mainly focusing on news (information, opinion and sport) and on being interactive with its listeners, its format is 100% spoken-word, which is unprecedented in France. It enables listeners to experience events live and contribute to all the broadcasts, giving their experiences or to speak directly with those involved in the news stories. Programming schedule The RMC schedule continues on from previous years and is always based on news and sport talk shows. RMC offers 11.5 hours of news every day from Monday to Friday, from 4.30am to 4pm, with many news bulletins and newsflashes and talk shows on current affairs and society: Bourdin Direct with Jean-Jacques Bourdin, Les Grandes Gueules with Alain Marschall and Olivier Truchot, Carrément Brunet with Eric Brunet and Lahaie, l Amour et Vous! with Brigitte Lahaie. From 4pm, RMC becomes 100% sport-focused (eight hours of live sport until midnight every weekday evening and special "Intégrale" show from 10am to midnight at the weekend), giving the station a unique tone. RMC is hosted by many well-known French sporting personalities (Luis Fernandez, Jean-Michel Larqué, Rolland Courbis, Juninho, Frank Leboeuf, Vincent Moscato, Bernard Laporte, Sébastien Chabal, Tony Parker, etc.) and gives an unequalled radio service with many talk shows: Luis Attaque, Moscato Show, Coach Courbis, Larque Foot, After Foot, Tony Parker Show, Intégrale Foot, and Les Grandes Gueules du Sport. In addition to the big live sporting events, there are specific shows on sporting predictions: Les Paris RMC and les Courses RMC. RMC also makes special shows (Les Intégrales) for major sporting events. One example of this in 2014 was the Sotchi "Intégrale" for the Winter Olympics and the RMC Brazil "Intégrale" for the Football World Cup. At the weekend, in addition to sport, RMC offers its listeners themed shows on leisure activities: gardening, DIY, animals and motoring. NextRadioTV DOCUMENT DE REFERENCE

19 Introduction to the Group RMC's programming schedule changed slightly in September The Moscato Show was brought forward to 4pm and made one hour longer to finish at 7pm; it is now called the Super Moscato Show. Luis Attaque now starts at 7pm to open the football evening, which goes on until midnight. Coverage area RMC currently has a broadcasting license for 264 frequencies as well as a long-wave AM frequency and two FM frequencies provided by the Principality of Monaco. However, this network is not complete on French territory, where it still lacks 30 major conurbations (18 conurbations of over 100,000 inhabitants and 12 others with over 50,000 inhabitants). To improve its coverage, the Group contributes to the technical studies of the French Audiovisual regulatory body (CSA) to identify additional FM frequencies in areas where RMC is not present. Based on these technical studies, the CSA identified 133 new frequencies in the territorial audiovisual boards (CTAs) of Rennes, Marseille-Corsica, Lyon, Paris and Caen. In the ongoing calls for applications, RMC was preselected in February 2015 to operate a frequency in Chauny-Tergnier in the Aisne department (frequency of MHz) and is awaiting confirmation for four other new frequencies. However, the authorization date which will be announced by the CSA is not yet known. Audience results RMC's audience has quadrupled in 12 years. In November-December 2014, it attracted 4,171,000 daily listeners and a cumulative audience of 7.9%. CHANGE IN RMC'S CUMULATIVE AUDIENCE IN THOUSANDS OF LISTENERS Source: Médiamétrie 126,000 Base 15+ then 13+ (as of Nov-Dec 2002) Monday to Friday 5am/midnight. (November-December 2001 to 2014). RMC's regular audience share growth since 2001 demonstrates RMC's unique situation among the major French radio stations. CHANGE IN AUDIENCE SHARE OF THE MAIN COMMERCIAL RADIO STATIONS IN FRANCE SINCE NOVEMBER-DECEMBER 2001 Source: Médiamétrie, 75,000+ and 126, then 13+ (as of Nov-Dec 2002) Monday to Friday 5am/midnight. In average annual national audience share (%) and January-March period NextRadioTV DOCUMENT DE REFERENCE

20 Introduction to the Group Audience structure (1) The changes which took place in September led to RMC progressing on essential criteria: RMC is the leading general interest radio station among the under 50s; RMC is ahead of Europe 1 in the higher socio-professional category in audience share, QHM (share per quarter of an hour) and structure; RMC is strengthening its position as the most CSP+ morning show among private general-interest stations (38.7%) in the 6-9am time slot; RMC has set new records for the period in audience share for Carrément Brunet, Lahaie, l Amour et Vous, the Super Moscato Show and the football evenings. This bears testimony to the success of RMC's strategy to combine radio, TV and Digital. For example, Jean-Jacques Bourdin's morning show (almost 2,360,000 listeners) also performed spectacularly: on BFMTV, with over 1 million viewers from 8.30 to 9am; on RMC Découverte, with over 425,000 viewers from 6 to 8.30am; on Twitter, with almost 360,000 followers. COMMERCIAL AUDIENCE SHARE AMONG MEN AGED Source: Médiamétrie 126,000 Overall 13 years and over January-March RMC'S COMMERCIAL MARKET SHARE AMONG HIGHER SOCIO-PROFESSIONAL CATEGORY Source: Médiamétrie 126,000 Overall 13 years and over Monday to Friday 5am/midnight QHM (per quarter of an hour). (September 2014 to March 2015). (1) Médiamétrie results January-March NextRadioTV DOCUMENT DE REFERENCE

21 Introduction to the Group With 8.1% audience share in Île-de-France, RMC had its highest audience levels in January-March 2015, overtaking Europe 1 once again. On this occasion, RMC became the 3 rd most popular radio station in Île-de-France, behind RTL and France Inter with an advance record of 0.6 points compared with Europe 1. RMC also built on its position as the region's leading commercial radio station, with a considerable advance over its closest competitors (NRJ 5.2%; Skyrock 3.6%; Nostalgie 2.3%; etc.). In 2015, RMC aims to continue successfully covering sports news, with the Rugby World Cup, and politics, over the departmental and regional elections. The station still has a significant lead in the North and the East of France based on the frequencies obtained in the last few years. It plans to continue developing its audience by taking part in the CSA's call for applications for new frequencies in areas where it is not yet present BFM Business Radio: the business radio station Format BFM Business Radio is the only specialist station for business and financial news in France. It combines bulletins, interviews and discussions. Almost 10,000 decision-makers (political heads, members of parliament, company executives, academics, experts, personalities from civil society) are interviewed every year on BFM Business Radio to analyze and debate economic, social and international matters. In a difficult economic context, BFM Business Radio, via its expert journalists, participants, and events rewarding successful French growth, is the medium which highlights ways to exit the economic crisis. Thus, BFM Business Radio is now a go-to source of radio news in France on economic, business, finance and asset management matters, and regarding the life of small, medium and large enterprises. Schedule The weekday radio schedule is exactly the same as the television weekday schedule. It is based on broadcasts hosted by well-known French journalists: Good Morning Business with Stéphane Soumier (6-9am), Les Experts (9-10am) with Nicolas Doze, Goûts de Luxe Paris! with Karine Vergniol, Le Grand Journal d Hedwige Chevrillon (6-7pm), Les Décodeurs de l Eco with Fabrice Lundy (7-8.30pm) and Tech&Co with Sébastien Couasnon (10-11pm). Two broadcasts are also focused on investments, consultancy and following the financial markets and are at the heart of BFM Business' affinity topic: Intégrale Placements (10pm-12.30am): this broadcast deals exclusively with investments. The best experts give tips about making the best choice in terms of taxation, assets, inheritance, life insurance, real estate, retirement, etc. with Cédric Decœur and Guillaume Sommerer; Intégrale Bourse (3-6pm): this broadcast follows stock market developments in real time, from the opening of Wall Street to market closing in Paris, and covers all the European markets. Many guests come on air to unravel and comment on all the news, results, rumors and controversies with Grégoire Favet. Throughout the weekend, BFM Business Radio has a series of multi-topic broadcasts about the economy and business (leisure, entrepreneurship, sport, brand profiles, green business, IT, etc.). Area of Coverage BFM Business Radio covers the main French metropolises where its target listeners are located. The station now has 34 FM frequencies. Like for RMC, the NextRadioTV group contributes to the CSA's technical studies to identify new frequencies, which will then be the subject of a call for applications launched by the CSA. The radio station is also available live on the website bfmbusiness.bfmtv.com. The Group's digital activity is described in the Digital part of the presentation of business activities in this Registration Document (see paragraph 1.4.4). Audience BFM Business Radio is France's leading radio station among premium target audiences (management and executive officers (1) offering an ideal medium for advertisers wanting to reach out to this target audience. (1) Audipresse premium 2014 regular audience management and executive officers income per year and per household Monday to Friday. NextRadioTV DOCUMENT DE REFERENCE

22 Introduction to the Group 1 ST FRENCH RADIO STATION IN AFFINITY WITH PREMIUM TARGET AUDIENCES Digital division The Digital division includes the fixed and mobile Internet news activities of 01net.com and the Group's audiovisual brands: RMC, RMC Sport, BFM Business and BFMTV Fixed Internet With almost 6 million unique users on average in 2014 and 73.4 million pages viewed (1) per month, 01net.com is the go-to online news site for high-tech in the French language. Its main aim is to give web users a complete and up-to-date roundup of high-tech news and guide them in their use of new technologies. The site also has a free download service. In 2014, there were almost 165 million downloads from the platform télécharger.com. Launched in September 2012, bfmtv.com is a general political news site inspired by cnn.com, with a section on political and international news (BFMTV), a section on economic news (BFM Business), a sport section (RMC Sport) and a community opinion and discussion section (RMC). It is continuously updated by a dedicated news team. In February 2015, it attracted 3.5 million unique users who viewed over 66 million pages (1) Mobile and video 2014 saw strong growth of mobile and video audiences. In January 2015, the mobile audience reached 10.1 million unique users (up 180% vs. January 2014) and million pages viewed on all of the Group's mobile media (2) million (3) videos were produced by the Group (up 99% vs. January 2014) which were viewed on web distribution platforms, including YouTube and Dailymotion. With 41% audience share in the News category (3) (in thousands of hours viewed per month), BFMTV.com is the web's leading news brand, ahead of its main competitors. (1) Médiamétrie NetRatings February (2) Éditeurs January (3) Éditeurs January (3) Médiamétrie NetRatings Mesure Vidéo News category January NextRadioTV DOCUMENT DE REFERENCE

23 Introduction to the Group BFMTV.COM, THE WEB'S LEADING NEWS BRAND NextRégie division The Group markets its own advertising spaces via the single company, NextRégie, following the merger of RMC Régie by 01 Régie. This company markets all of the Group's advertising media. The NextRégie teams are organized in four divisions: advertisers, media agencies, special operations, non media/events Marketing of advertising spaces The NextRégie teams negotiate commercial agreements with advertisers either directly and/or via purchasing centers which represent the interests of the main advertisers Non-media and events NextRégie continues with its purely advertising model by developing new products on the channels (special systems around an event or product) or externally (conferences, tours, ad hoc events) to improve brand visibility and develop new sources of income for the Group Special operations NextRégie is also developing complete media offerings across all Group media (TV, radio, digital), non-media and production. It markets new advertising formats on web and mobile devises. In this way it has proven its ability to adapt and be creative in a segment of the advertising market which is really taking off and still searching for structuring models Advertising production Via its subsidiary RMC BFM Production, NextRégie integrates a creative and advertising production business, bringing a personal approach to advertisers. It takes care of the creation, design, writing, making and production of advertising campaigns Audience square platform Associated with nine other media groups (the Express Roularta Group, Libération, the M6 Group, Le Monde group, Nouvel Observateur Group, Le Point, Prisma Média Group, Les Échos and RTL Net), in early December 2012, the Group launched the Audience Square platform (ASQ), a private online marketplace for the auctioning of advertising space. This platform gives access to over 100 brands in the media sector. NextRadioTV DOCUMENT DE REFERENCE

24 Introduction to the Group Other Group activities The other activities of the Group include the external business of the RMC Sport press agency, the audiovisual production of NextRadioTV Production as well as the external advertising creation and production business, RMC BFM Production. RMC Sport, which has 70 journalists, is the Group's multimedia press agency specializing in sports news. It makes the sports shows on RMC, BFMTV, the TV sport news on RMC Découverte and provides content for the sport pages of the Group's website and apps. Since May 2010 it has also been producing its free daily sports news service, available on tablets. Finally, the agency provides content to external media. 1.5 Risk factors Risks linked to the business environment and the competitive position Dependence on the advertising market In 2014, almost all of the Group's consolidated revenue came from marketing advertising spaces or advertising screens to advertisers. The Group's income growth depends on advertisers' decisions to use different media television, radio, Internet, mobile and to use different players. It is also impacted heavily by changes in the advertising market, which is cyclical, volatile and highly correlated with the economic and geopolitical situation. In 2014, net media advertising income was 13 billion, down 2.5% on the scope of the IREP (Institute of Advertising Research and Study) study. In one year, the drop in net media advertising income, all categories combined, was 330 million, compared with 500 million for each of the two preceding years. The communication expenses of advertisers also fell by 1.6% for an overall investment of 29.6 billion, including direct marketing, promotion, public relations, trade fairs and sponsorship. In an economic context which remains lackluster, the stability of advertising investment in TV and buoyant internet advertising (up 4.6% vs. +4% in 2013) should be noted. These have been driven by mobile investments (vs. +35% in 2013). These developments are tempered by the proportion of the mobile media market as a part of the overall investment, which accounts for less than 1% today. The slump in investment in traditional media (-8.7% in the press and -1.4% in radio) proves the constantly changing use of media, which is moving towards a nomad model Competition Confronted with disruptive technological overhauls, media groups are increasingly tending to offer wider services. An example of this is the recently-formed Altice Media Group structure, already present in the general press and which aims to build a multi-media group (press, TV and radio) which also has an international presence. The arrival of new players (builders, operators, etc.) has led to changes in the economics of the audiovisual landscape TV sector At the end of the CSA's call for applications which started in 2012, the Group was able to launch RMC Découverte, its new TV channel in the new factual entertainment segment, which had 1.2% national audience share in January 2015, up 50% in a year. This call for applications allows for a major opening-up of the French free DTT sector, with the number of channels rising from 19 to 25. Despite the launch of these six new channels, the TV sector in France is still highly concentrated and dominated by the classic private media groups such as TF1, M6, and Canal+. These players now account for over 90% of the private TV sector's advertising revenue as well as most advertising income in the TV sector. Benefiting from the financial support of large industry groups (Bouygues, Bertelsmann or Vivendi), they strengthen their favorable position through a series of purchases which enable them to achieve new free DTT audience share: in 2009, TF1 bought TMC and NT1; in 2012, Canal+ purchased the channels D8 and D17. It should be noted that the French competition authority had to approve once again in April 2014 the purchase by Vivendi Universal and Canal+ of the channels D8 and D17 of the Bolloré group. The transaction was partially canceled by the Council of State in December 2013 due to insufficient commitments to prevent the anticompetitive effects of this concentration. This reconcentration phenomenon leads to major tensions between media groups and could be behind many anti-competitive policies (aggressive price policies, exclusivity clauses, associated discounts, etc.) likely to damage the Group's revenue and profitability. NextRadioTV DOCUMENT DE REFERENCE

25 Introduction to the Group After five years of rapprochement between TF1 Publicité and TMC Régie being prohibited, the two bodies held directly and indirectly by the TF1 group can now come together. In 2014, the TF1 group channels and those of the other channels marketed by TF1 Publicité account for market share of over 40% (1). Although the lifting of the competition authority's ban should allow a better circulation of works between the channels of the TF1, TMC and NT1 group, the documentaries segment remains dominated by France Télévisions and Arte, which makes the circulation of works delicate. In addition to private media groups, the free TV sector also includes seven public national channels, five of which are owned by France Télévisions, whose Chairwoman, Delphine Ernotte Cunci has just been appointed by the CSA for five years starting on August 22, In her project presented to the CSA, Delphine Ernotte Cunci confirms that news is one of her priorities, referring to a news channel project: it could be presented to the CSA before the end of 2015 and if approved, the aim would be to go on air in September She mentions several possibilities for the broadcasting of this channel: (i) reorientation of an existing channel; (ii) priority given to news in the scheduling of a current channel and (iii) maintaining a digital unity. If the CSA responds favorably to France Télévisions' request, the position of the Group, particularly of BFMTV, the leading news channel on free DTT, could be affected. Another project could be dealt with in the France Télévisions strategic route map for the period: i.e. a partial or total return of advertising to the channel after 8pm, as it seems unlikely that the French state will increase its contribution to the budget or that parliament will raise the fee. The realization of this project, to which the French Culture and Communication Minister has not declared any opposition, could cause a loss of earnings for the Group's TV channels, even a destabilization of private media groups. However, the repercussions would be different depending on whether there is a total or partial return to advertising. Also, on November 15, 2013, the French State adopted a legislative amendment granting the CSA the power to authorize a paid channel ("encrypted") to become free of charge. The executive officers of the traditional groups showed their intention to request an exemption to transfer one of their paying channels over to free DTT: LCI for TF1, Paris Première for M6 and Planète+ for Canal+. NextRadioTV considers that this legislative provision is incompatible with European law and filed a complaint with the European Commission in March The Group issued a press release on July 2, 2014 announcing that it was going to file a complaint to the French Competition Authority against the TF1 group " for anticompetitive practices and abuse of a dominant position by implementing a strategy to remove TV advertising from the market, targeting BFMTV in particular". The Competition Authority has appointed a reporter to investigate this complaint. In a decision handed down on July 29, 2014, the CSA refused LCI's request to go over to free DTT due to the fragility of the advertising market. It said that a re-examination was possible if market conditions were to improve. The Council of State judge in chambers rejected LCI's petition against this decision. The TF1 group's news channel asked for the suspension of the contested decision and the issuing of a provisional approval from the CSA allowing it to change from paid-for broadcasting to free broadcasting. The judge in chambers ruled that the condition of urgency, provided for by Article L of the French Administrative Justice Code, had not been fulfilled and that LCI could wait, without its economic situation being disrupted, for the Council of State to rule definitively on the legality of the CSA's decision in the first half of If the Council of State challenges the legality of the CSA's decision, this would result in a new wave of concentration in the TV sector, which would threaten the longevity of independent groups. The NextRadioTV group could therefore be forced to implement an operational and investment cost reduction policy, which would have a negative impact on employment and the quality of the shows. Finally, new ways of consuming media and news, the emergence of connected TV in particular, could have a negative impact on DTT audiences and therefore on the revenue of the Group's TV channels Radio sector Alongside the public groups such as Radio France, RFO and RFI and the radio motorway services (107.7), almost 930 private operators are authorized to broadcast on 5,000 frequencies on the FM band (87.5 MHz 108 MHz). Among these operators, powerful and very competitive groups such as the NRJ group (NRJ, Chérie FM, Rire et Chansons and Nostalgie), Lagardère Active (Europe 1, Virgin Radio, RFM) and the RTL Group (RTL, Fun Radio and RTL 2) coexist with a cluster of independent radio stations such as Skyrock and MFM. The radio industry's regulatory environment, which is based on a limited number of broadcasting licenses issued by the CSA and a legal anticoncentration system, which is the result of the law of September 30, 1986 amended, ensures a diverse range of shows and maintains radio market balance and stability. The Group's competitive position on the radio market may change depending on the audience and audience share of its stations RMC and BFM Business Radio, the choices advertisers make between the different media and between the players on the market as well as changes in the advertising market. The Radio France group, based on a particularly extensive interpretation of its specifications, broadcasts advertising and sponsorship. During the renegotiation of the objectives and means contract of Radio France, its current Chairman and Chief Executive Officer, Mathieu Gallet, requested a review of the legal and regulatory conditions to widen its marketing options. The Commission for Cultural Affairs and Education of the National Assembly is already favorable to it. The broadcasting of advertising by the public sector and the potential diversification of its advertising offering would affect the advertising market of all private radio stations. Therefore the French general private radio broadcasters' union (SRGP) of which RMC is a member, announced that it would sue Radio France for unfair competition before the Paris commercial court. As part of the call for applications launched in 2008 and updated on April 12, 2012, the CSA decided, during the plenary meeting of January 15, 2013, to issue authorizations in the areas of Marseille, Nice and Paris to 106 radio providers which began to broadcast in June On January 21, 2015, the CSA published a report on digital terrestrial radio in which it announced its deployment in the cities of Nantes, Lyon, Lille and Strasbourg via calls for applications. The CSA believes that the emergence of digital terrestrial radio must take place within a very structured, rich and dynamic radio sector, based on a range of broadcasting means. The CSA also wants (1) Medialand/Kantar Media. Gross investment thousands 2014 (January 1-March 31) and 2015 (January 1-March 31) Media: classic TV + sponsorship. NextRadioTV DOCUMENT DE REFERENCE

26 Introduction to the Group to allocate sufficient resources to calls for local applications and plans to study a services distributor model for digital terrestrial radio for mobile use. The arrival of these new players on the radio market could cause market fragmentation, to the detriment of established stations. However, this risk can be brought into perspective given digital terrestrial radio's low audience figures in the first three of the cities concerned. The Group did not take part in this appeal for applications due to major uncertainties regarding the viability of the project, the associated costs and the absence of the main French private radio groups. The Bureau de la Radio (of which RMC and Business FM are members) regretted the absence of an economic model for digital terrestrial radio which is based on technology that already appears to be obsolete given the growing tendency for listeners to listen to the radio via internet or on multimedia supports. Note that digital terrestrial radio also entails an investment by the listener, who has to purchase an adapted receiver Digital sector By operating its brands on the web and mobile, the Group competes with a high number of providers who offer a diverse range of digital services on segments such as general news, economics, sport and high-tech. In a context of rapid change, marked by developments in access technology (ADSL, WIFI, 4G) and devices (smartphones, tablets, connected TV), the constant growth in equipment rates in France and the development of new modes of consumption, the competitive intensity of the digital market looks set to continue growing in the coming years. In 2012, in the French TV medium, 24% of smartphone users already watched TV on their cell phone (1). The dynamism of the digital advertising market, which comes mainly from video and mobile, also encourages the arrival of new entrants. This competitive intensity could force the Group to make new investments in competitiveness, which could drag down the short- and medium-term profitability of the digital sector. In addition to the recognition of the brands and the quality of the content and the services offered, the audience level of the Group's websites and mobile apps depends mainly on their referencing in search engines, stores and social networks, as well as the methods for measuring audience figures, which can differ from one provider to another (Médiamétrie, NetRatings, OJD) and are subject to change. As regards the downloading of software from télécharger.com on 01net.com, their volumes could drop in the long term due to changes in computer use, the increasingly widespread use of apps, social networks and the new limitations imposed by search engines, such as Google. Several senators have filed an amendment to the Macron law to regulate search engines. The text refers to Google explicitly, which concentrates over 90% of Internet searches in Europe. The amendment, if adopted, would specifically oblige the search engine to display links to three competitor engines Dependence vis-à-vis clients The Group's biggest advertiser, over all sectors and media, represents just over 2% of total advertising income. The top 5 advertisers account for around 8.7% (vs. 9.2% in 2013). This data is not comparable with the previous year as the accumulation does not include the Print division, which was sold on October 1, Concerning the TV business, continued revenue growth limits the risk of dependency vis-à-vis clients, as the number of brands and advertisers is regularly growing (+12% vs. 2013). In 2014, the revenue generated by the top ten advertisers was relatively stable at 14.27% (v 13.9% in 2013). The biggest advertiser accounts for 2.05% of the overall advertising revenue (v 2.9% in 2013). The concentration of advertisers in the radio division continues to fall in comparison with In 2014, the number of advertisers and/or brands grew 12% in comparison with 2013, decreasing the dependence vis-à-vis clients. The biggest radio advertiser accounts for 3.12% of revenue (vs. 3.4% in 2013) and the next five made up 9.06% of the revenue (vs % in 2013). In the same way, the top 20 radio advertisers now account for 26.36% of revenue (v 28.4% in 2013). As for the digital business, the top 3 advertisers make up 16.25% of overall advertising revenue in 2014 (vs. 17.8% in 2013). The biggest advertiser accounted for 7.3% (vs. 7% in 2013). The client portfolios of digital advertisers remained homogenous in 2014 both in terms of advertiser numbers and sectors represented, limiting the dependency risk Dependence on external service providers To prevent potential risks of dependency on certain suppliers, the Group strives to ensure the service continuity of its suppliers and to make the service provided by these suppliers secure Audiovisual Like many of its competitors, the Group does not own its broadcasting network. The company Télédiffusion de France (TDF), and its subsidiary Monte Carlo Radiodiffusion provide most of the transport (supply to broadcasting sites in the regions) and the broadcasting of Group broadcasts jointly via their wireless, wire and satellite network. The Group increasingly uses other operators, although their capacity is currently smaller than that of TDF. As part of the deployment of the broadcasting of RMC Découverte, the Multiplex R8 is increasingly calling upon alternative operators, such as TowerCast, Itas and OneCast. However, TDF still accounts for 54% of the total costs of radio and TV broadcasts in (1) RCEP, Report, «La diffusion des technologies de l information et de la communication dans la société française» ("The spreading of information and communication technology in French society", December NextRadioTV DOCUMENT DE REFERENCE

27 Introduction to the Group Press The sale of the Print operations, which took place on October 1, 2013 meant that the Group was no longer exposed to the risk of dependence vis-à-vis the different providers involved in this activity Operational, industrial and technical risks The Group has introduced different cross-over tools to manage these operational risks for which several insurance policies have been negotiated (see Chapter 1, paragraph 1.5.8) Transport and broadcasting of signals (radio and TV) The transport and broadcasting network is not immune to incidents which can affect the reception of broadcasts by listeners and viewers. Any disruptions due to technical issues (breakdown in transmitters or energy supply) or internal to the operator (strikes) could have a negative effect on the Group's activity, its results, its financial situation and its ability to attain its objectives. The damage sustained in the event of stoppage of a transmitter would be proportional to the number of listeners and/or TV viewers served by the defective broadcasting system. The Group has negotiated very short intervention lead times by the operator's services in the event of a breakdown. For the Paris site, the Group's radio stations have, in addition to a secure facility and almost immediate response times, a backup site which can take over if there is a breakdown at the main site. Further, a systematic analysis of the single points of failure (SPOF) makes it possible to continuously improve the safety of transport and the broadcasting of the Group's signals Assets necessary to the group's activity The Group does not own all of the assets required to operate its activities. For example, it does not own the premises it occupies (see Chapter 4, paragraph 4.4.3) which were specially designed for audiovisual activities. Any exceptional event resulting in unavailability or inaccessibility of this building would paralyze a significant part of the Group's business activities and would have a negative effect on its activities, its results, its financial situation and its ability to achieve its objectives Broadcasting of advertising The advertising broadcast on the Group's media accounts for almost all of its consolidated revenue. The broadcasting of advertising screens pursuant to agreements entered into with advertisers (location, time, rotation) is thus an essential process for the Group and a particular focus of attention. To facilitate the broadcasting and invoicing of advertising screens, the Group uses IT tools to automate a certain number of operations and perform various checks. The occurrence of problems likely to disrupt the use of this software could have a negative effect on the Group's business activities, its results, its financial situation and its ability to achieve its objectives Use of software and production chain technology Technical resources (production studio, recording studio, master control room, storage servers, high speed internal and external connections) are used to produce the Group's shows. Breakdown of certain equipment could disrupt the production of the Group's TV and/or radio shows and is likely to have a negative effect on the Group's activities, its results, its financial situation and its ability to achieve its objectives. The Group's production architecture has been designed to respond to a wide range of technical failures and a business recovery plan is being studied. Analysis of past incidents and the architecture of the different platforms makes it possible to identify the most sensitive points in the Group's production channels and to prioritize renewal or security operations. In 2014, major work was started to improve the security of the infrastructure (energy supply, climate control) as well as on IT networks and storage, and is expected to continue in IT security Insufficient IT security (cyber-attacks, data loss, data discontinuity) could significantly disrupt the Group's business activities, particularly its Digital division, and is likely to have harmful consequences on its results. To maintain the security of its IT systems, the Group has a set of formal rules on the use of IT resources and tools made available to its employees, and updated its IT charter in These rules are complemented by different tools which protect the Group against potential cyber attacks (antispam software, antivirus, firewall), loss of sensitive data (regular back-up) or a discontinuity of business operations (electronic problems, broadcast interruptions, etc.). The security policy is regularly reviewed to prevent any IT risks. NextRadioTV DOCUMENT DE REFERENCE

28 Introduction to the Group Journalists in conflict zones and disaster areas Sending journalists into conflict zones or disaster areas can be an operational risk. The Group uses preventative measures, by organizing first aid awareness-raising placements for its journalists in conflict zones Risks linked to the Company's organization Dependence on executive officers and key employees The Group's success is linked to the quality of its editorial, marketing and management teams, but also its executive team, particularly Alain Weill, the Chairman and Chief Executive Officer on the date this Registration Document was filed. The Group's future success depends, among other things, on its ability to retain and motivate its key employees, without whom the Group could not operate successfully. The loss of one or several key employees could therefore have a major negative effect on the Group's revenue, its results, its financial situation and its ability to attain its objectives Dependence on the main shareholders With an indirect stake of 6,065,119 shares representing 37.68% of NextRadioTV's capital, as well as 1,764,515 redeemable equity warrants (BSAARs) at March 20, 2015, the Chairman and Chief Executive Officer, Alain Weill, is also the Company's main shareholder. Therefore, he is able to have a determining influence on most of the Company's corporate decisions. If he were to sell a significant number of Company securities, the stock market price could be affected depending on the market conditions at the time of the sale, the sale procedure and volume, the reasons for the sale and the way said sale is perceived by the public Legal risks Risks linked to regulations and authorizations to be issued The Group's business activities are subject to specific French and European legislation and regulations governing the audiovisual and telecommunications sector Authorizations to be issued granted by the CSA The Group's radio and TV channels hold broadcasting licenses granted by the CSA under the conditions provided for in Articles 29 and 30-1 of law No of September 30, 1986, amended by law No of February 1, 1994, law No of August 1, 2002, law No of July 9, 2004, law No of March 5, 2009 and law No of November 15, 2013 on the independence of public audiovisual services (together, the "amended 1986 law"). All broadcasting licenses granted by the CSA are subject to an agreement being entered into between the CSA and the holder of the broadcasting license. At the end of 2014, there were 33 national TV channels and 46 local channels in DTT urban areas. TV division Like for radio, broadcasting licenses for TV channels are allocated by name and cannot be transferred, although the legal entity holding the license can be transferred after the CSA has given its permission. The licenses are awarded for up to ten years and can be renewed by the CSA once for up to five years, with the exception of additional extensions provided for by law (law of August 1, 2000 and Articles 96-2 and 99 of the amended 1986 law). Upon expiration of these authorizations, a new call for applications is launched by the CSA on frequencies which have become newly available. BFMTV: The length of the broadcasting license for digital terrestrial TV services was extended to 15 years due to the switchover of analogue channels to digital. Therefore, the license issued to BFM TV by the CSA on July 19, 2005 is valid until It could potentially be extended until 2025 if BFMTV honors the commitment to bring its geographic broadcasting area to an area of the country whose population reaches 95% of the metropolitan population, pursuant to Decree No of May 10, The CSA is expected to issue a new call for applications one year prior to that date. As regards the risks linked to regulations and licenses to be issued, the channel is expecting a decision to be handed down by the Council of State on the legality of the CSA's decision of July 29, 2014 refusing LCI permission to switch over to free DTT (see paragraph ). RMC Découverte: RMC Découverte's broadcasting license is for ten years from the launch of the channel, i.e. until December 11, The recourse by Fiducial TV, which threatened RMC Découverte's broadcasting licenses, but also those of 6ter (M6) and HD1 (TF1) was lifted in September Also, in 2012, the CSA decided to move local DTT channels, previously numbered from 20 to 29, to numbers 30 onwards to encourage the arrival of new national HD DTT channels such as RMC Découverte. Despite an appeal against this decision before the Council of State brought by various companies operating local channels and the interprofessional union of independent radio stations and TV channels (SIRTI), the new numbering system was upheld and the risk of RMC Découverte losing its current numbering (number 24) is now ruled out. An amendment to the Macron law has also just been adopted by the French Senate on the numbering of DTT channels (see paragraph of Chapter 4). NextRadioTV DOCUMENT DE REFERENCE

29 Introduction to the Group As part of the transfer of the 700 MHz bandwidth to the telecoms sector, the CSA planned to issue the MPEG 2 standard to change everything to MPEG 4 and reduce the number of multiplex DTT channels from eight to six in April The CSA decided to declare the multiplex R8 to which RMC Découverte belongs. This decision immediately resulted in the freezing of the rollout of the HD DTT channels launched in December Given the current situation, it is likely that RMC Découverte will not be broadcast on digital terrestrial TV in the Rhône-Alpes region before April 2016, which risks slowing down its audience growth. RMC Découverte has complained about this situation which is damaging to it and has asked the CSA to find a speedy solution. Moreover, the procedures set out in the transfer of the 700 MHz bandwidth, notably those linked to the compensation of certain costs inflicted upon audiovisual companies, have not yet been decided by the government and the CSA and pose a risk to the whole TV industry. This operation involves replacing or purchasing adaptors for around 20% of TV sets. BFM Business TV: The channel signed an agreement with the CSA on November 9, 2010 until December 31, 2015 to operate a service broadcast by networks not using the frequencies assigned by the CSA (satellite and cable). It also has, through CBFM, a five-year license from the CSA to operate the service in Ile-de-France as a DTT channel. CBFM also applied to switch over to HD DTT in Île-de-France to take part in developing HD, but its request was refused by the CSA. Radio division Broadcasting licenses are granted for a set period of five years maximum for analog radio services, such as BFM Business Radio and RMC. They may be renewed by the CSA, without a call for applications, up to twice in addition to the initial license for five years each time. They are allocated to named companies and cannot be transferred. However, the legal entity which holds the licenses can be transferred after agreement by the CSA. RMC: see Chapter 1, paragraph (Audience results). Business FM: see Chapter 1, paragraph (Audience results). Concerning the rollout project for terrestrial digital radio, see paragraph of this chapter. Digital division Ten years after the law for trust in the digital economy, Fleur Pellerin, Culture and communications minister, announced that she intended to redefine the legal status of hosting providers to improve copyright protection on the internet. Such a reform could be integrated in the digital bill expected in summer 2015 or the culture bill, which is also due this year. Another part of the digital sector, a consensus between the main contributors to the CNNum would be a priori arrived at with a view to inscribing the principle of neutrality into the law. Those involved in the digital advertising industry would like to see a certain level of transparency in the sector. An amendment to the Macron law (Article 33 septies) thus intends to extend the Sapin law to cover digital advertising. These developments aim to better monitor digital activities and increase advertisers' trust in these innovative systems. A subsequent decree will specify the procedures for applying this reform to digital advertising Failure to meet broadcasting commitments The channels are responsible for all shows they broadcast, irrespective of their methods of production. Via the agreements referred to in the preceding paragraph, the Group's channels have made a commitment to the CSA to honor certain obligations and obey certain rules, regarding the content of their broadcasting, submitting a report each year on the performance of obligations over the previous year and providing the CSA with all the information it needs to monitor compliance with these obligations. Therefore RMC Découverte has agreed to dedicate, from the total time dedicated every year to the broadcasting of audiovisual works, at least 60% of this time to broadcasting European works and 40% to broadcasting original French works. These rates are also applied during the channel's peak viewing times. The implementation of this obligation will however be gradual in the first few years of the channel's operation: Year Broadcasting rate of European works (%) Broadcasting rate of original French works (%) % 33% % 35% % 40% RMC Découverte has also committed to dedicating 75% of its total airtime to documentaries and 15% of its revenue from the previous year in producing original European and/or French audiovisual works. The Group is unable to give investors any guarantee as regards adherence to the quotas referred to above, given the difficulties in acquiring the audiovisual rights in a particularly competitive market. RMC Découverte is encountering difficulties in acquiring rights on the audiovisual market: the offering of documentaries is concentrated among a few large long-established groups which refuse to offer opportunities for broadcasting rights for documentaries which they have already broadcast, which makes it difficult to meet the French broadcasting quotas. NextRadioTV supports the initiatives of independent producers to impose upon long-standing groups an obligation to circulate works which would allow it to make better use of them and provide access to as wide a range as possible to DTT viewers. The difficulties in meeting the quotas also come from categorization problems, as the CSA continues to believe that certain shows do NextRadioTV DOCUMENT DE REFERENCE

30 Introduction to the Group not fall into the "European works" category. Discussions are still ongoing. In 2014, RMC Découverte was able to improve some of its quotas compared with 2013, thanks to investments by the channel in documentary production. If one of the Group's channels fails to meet these obligations, the CSA may declare, after issuing a warning, penalties ranging from a fine to the suspension or withdrawal of the broadcasting license of the channel concerned (Article 42-1 of the law of September 30, 1986 amended) Exceptional events, disputes, legal proceedings and arbitration In the normal course of its activities, the Group is involved in a certain number of court proceedings. Damages must be paid as a result of some of these proceedings. Provisions have been set aside for these disputes in accordance with the IFRS standards. The Company is behind two legal proceedings involving competition law in the LCI affair. The first is currently being examined by the Competition Authority, and the second by the European Commission. In another of its facets, the Council of State must still make an indepth analysis of the legality of the CSA's decision, which was handed down on July 29, 2014 in which it refused to let LCI change over to free DTT. Details of and the risks related to this dispute are outlined in paragraph Other than this dispute, there are no disputes, government, judicial or arbitration proceedings or exceptional events, including any procedure of which the Company is aware which has been suspended or with which it is threatened, likely to have or having had in the last 12 months major effects on the Group's financial situation or profitability other than those referred to in Chapter 5, paragraph 5.5 (Note ). The Group believes that the provisions for these risks, disputes or discordant situations known about and ongoing to date are sufficient to ensure that the consolidated financial situation is not significantly affected in the event of an unfavorable outcome Intellectual property rights The Group owns its intellectual property rights, such as brands, logos and domain names. It has implemented a systematic policy to defend its rights. However, the Group cannot be certain that the steps taken in France, Europe and the world to protect its intangible assets will be effective or that third parties will not infringe upon or divert its intellectual property rights. Any infringement or falsification of the Group's brands, logos or domain names could have a negative effect on the Group's business activities, its results, its financial situation and its ability to attain its objectives Risks linked to quality of the content publisher As a content publisher, the Group is subject to the provisions of the law of July 29, 1881 on freedom of the press and could see its editorial liability engaged for the content published, if it is deemed inaccurate, inappropriate or illegal. It is also subject to applicable legislation on intellectual property, slander, libel, image rights and privacy. The Group strives to comply with all legislative and regulatory provisions. To date, it has never been significantly challenged in its capacity as a content publisher. The increasing visibility of its content, due to the increasing audience figures of its products, increases its exposure to potential disputes, which could have a negative effect on the activity, revenue and profitability Financial risks Financial risks are monitored centrally by the Group's financial and administrative department. Due to its business activities, the Group is exposed to different types of financial risks which are presented in Chapter 5, paragraph 5.5 (Note 10.1) Risks relating to taxation and fees Like any industry, the Group is threatened by an economic risk caused by changes in the existing tax system or the introduction of new taxes. The law on the independence of the public audiovisual service passed on November 15, 2013 maintained advertising between 6am and 8pm on the channels of France Télévisions, while the legislator, in 2011, adopted the principle of a total ban on advertising on France Télévisions on January 1, In exchange for this deferment, the tax paid by the channels to finance the lost earnings of France Télévisions was cut to 0.5% of their advertising revenue. A reform bill which ultimately was not subject to an amendment of the law for the "growth, activity and equal economic opportunities" (Macron law) could, however be included within the next finance bill. It involves raising the tax on the resale of a DTT channel from 5% to 20%. The rate could be regressive depending on how long the channel has held the frequency. This example illustrates the economic risk which affects TV channels due to the introduction of new taxes. The Group's companies are now, among others, liable for the tax on TV services, the tax on advertising broadcast by TV channels, the tax on advertising, the tax on advertising broadcast by radio and TV, the tax on beneficiaries, etc. Generally, NextRadioTV maintains a close institutional relationship with the regulator and the legislator in an attempt to limit the impact of this risk. NextRadioTV DOCUMENT DE REFERENCE

31 Introduction to the Group Risks caused by a negative development of business forecasts and its impact on asset impairment tests As part of the allocation of the acquisition price of groups or companies purchased, a significant amount could be allocated to goodwill. The breakdown by operational sector of the goodwill is given in Chapter 5, paragraph 5.5 (Note 9.1) of this Registration Document. Goodwill is not amortized. It undergoes impairment testing at least once a year and when a value loss index appears. A negative development of business forecasts and the assumptions used to project cash flows during impairment tests could result in impairment losses being recorded. These losses could have significant impacts on the Group's corporate and consolidated results. The Group produces business assumptions and forecasts and, when it deems it necessary, draws up a tailored action plan Insurance policies and coverage of risk The Group has a policy to obtain external insurance cover for the risks inherent to its business activity at reasonable rates. The Group's main insurance policies are described in this paragraph Civil liability insurance This policy includes operational and professional civil liability insurance. These cover the consequences of the Group's companies, their subsidiaries or legal representatives, de jure or de facto executive officers and employees, being held liable, for personal injury, damage to property and incidental damage to third parties. The operating civil liability insurance covers a maximum of 10 million per event with an excess of 1,000 per event. Professional civil liability provides maximum cover of 3 million per event, with an excess of 3,000 per event for damage to property and 7,500 for consequential damage Insurance for damage to property The Group has taken out an insurance policy to cover all damage to the Group's property as well as operating losses as a result of this damage up to the policy limit of 80 million without under limitation of the operational losses, with an excess of between 500 and 5,000 depending on the type of event. In addition, specific policies have been taken out to cover risks linked to local offices (Monaco, Washington D.C., and New York City) Corporate Officer Liability Insurance An insurance policy to cover executive officer liability, covering the professional liability and defense costs in civil and criminal proceedings of the executive officers of all Group companies was taken out with maximum cover of 5 million Other insurance The Group has taken out a project accident insurance policy which covers its employees during work trips in France and abroad. Other insurance plans to cover smaller risks have also been taken out, such as: a policy covering all material risks covering portable audiovisual equipment up to the policy cover limit of 650,000, with an excess of 3,000 per event; a policy to cover the Group's cars. The range of insurance policies is monitored constantly to ensure that the risks posed to the Group as a result of its business activities are properly covered in light of market prices and trends. The Group has no captive insurance company Environmental risks The Company's activities do not use any production or manufacturing process and thus do not pose any environmental damage. Local rules and procedures encourage employees to reduce their use of non-renewable resources as much as possible. Therefore, there is no particular environmental information of note, other than the general information presented in Chapter 2 of this Registration Document. NextRadioTV DOCUMENT DE REFERENCE

32 2 Social and environmental responsibility 2.1 Human resources Workforce and employment Training and employee management Outsourced labor and extent of outsourcing Organization of working time Personnel compensation and benefits Collective labor relations Environmental information The Group's channels perception of environmental issues General environmental policy Pollution and waste management Sustainable use of resources Climate change Societal information Regional, economic and social impact of the Company's activity Relations with associations and sponsorship Relations with suppliers Ethical commitments Women's rights Other commitment Report by the Statutory Auditors, appointed as an independent third party organization, on the consolidated social, environmental and societal information given in the management report NextRadioTV DOCUMENT DE REFERENCE

33 Social and environmental responsibility 2.1 Human resources The reporting scope of the social information covers all the consolidated companies in the Group concerning employees Workforce and employment Total workforce at December 31, 2014 The total workforce by occupational category (taking all types of contract into account) by number of persons employed at December 31, 2014 is broken down as follows. Both contracts are taken into account where employees have two contracts with two different companies. Occupational category Management Employees, technicians and supervisors (ETAM) Journalist Total The reduced workforce at December 31, 2014 is due to the closure of the Montpellier establishment (NextInteractive) during the 1 st quarter of 2014 (approximately 20 employees). During this period, the Group continued to create jobs, in part compensating for this reduction in the workforce. The Group's workforce in full-time equivalent (FTE) at December 31, 2014 was 851 employees, compared with 860 employees at December 31, At closure of the fiscal year, employees on permanent contracts were broken down as follows: Occupational category Management Employees, technicians and supervisors (ETAM) Journalist Total Breakdown of employees by company The breakdown of employees by company at December 31, 2014, in full-time equivalent, and by socio-professional category, is given in the following table. Companies Employees, technicians and supervisors (ETAM) Management Journalist Total NextRégie BFMTV Business FM CBFM NextRadioTV NextInteractive RMC RMC BFM Production RMC Découverte RMC Sport Total NextRadioTV DOCUMENT DE REFERENCE

34 Social and environmental responsibility The breakdown of the workforce at December 31, 2014, according to contract type (permanent, fixed-term, fixed-term and part-time, professional training and apprenticeship contracts) is given in the table below. Number of employees by type of contract Number of employees on permanent contracts Number of employees on fixed-term contracts Number of employees on fixed-term and part-time contracts (excluding contract workers) Number of employees on professional training contracts Number of employees on apprenticeship contracts Total The following table shows the number and percentage of part-time employees at December 31, 2014 and Workforce in number of persons (any type of contract) Number of part-time employees Percentage of part-time employees 11.32% 12.08% About 18.81% of part-time employees are on fixed-term and part-time contracts, which are those working on specific programs, who have other activities outside the Group. The use of part-time contracts is related to the length of the channels' working hours Workforce by gender Out of a total of 889 employees, 343 are women (38.58% of the total workforce) and 546 are men (61.42% of the total workforce) Workforce by age bracket and average length of service The breakdown of the Group's workforce at December 31, 2014 and 2013 under permanent contracts by age bracket is given in the following table. Age bracket < 25 years years years years years and over Average age Average length of service within the Group The average age within the NextRadioTV Group increased by one year. The average length of service is also increasing. The change in these two indicators may be explained by the stable workforce Recruitments under permanent and fixed-term contracts The NextRadioTV Group continued to recruit in 2014, boosted by the global vigor of its channels' success Number of recruitments under all types of contract (permanent, fixed-term and CDDU contracts, excluding contract workers, professional training and apprenticeship contracts) In 2014, 138 employees were recruited under permanent contracts, 35 CDDU contracts were entered into, and 336 fixed-term contracts were signed, generally for very short periods, as replacements or due to a temporary increase in workload. A total of 24 professional training and/or apprenticeship contracts were signed. The number of recruitments under CDDU and fixed-term contracts decreased in favor of permanent contracts. NextRadioTV DOCUMENT DE REFERENCE

35 Social and environmental responsibility Freelance staff and contract workers At December 31, 2014, 88.45% of the Group's workforce was under permanent contracts. Furthermore, the Group called on freelance journalists to support various editorial desks. In 2014, the number of freelance journalists was a monthly average of 62.5 FTE for all the companies in the NextRadioTV Group. Four companies in the Group used contract workers, but only for one-off productions: BFMTV, RMC Découverte, RMC BFM Production and NextRadioTV Production. In 2014, the average monthly number of contract workers was 24.6 FTE for the four companies. The Group favors giving its non-permanent employees a permanent contract whenever a position was created. The Group also offers contract workers and freelancers who meet the conditions of eligibility the right to benefit from the social and cultural activities offered by the works council (holiday and gift vouchers, culture and cinema tickets, subscriptions to sports and other clubs.). They may also join employee savings schemes under obligatory and voluntary profit-sharing agreements Departures The number of resignations is going down steadily. The closure of the Montpellier establishment led to the departure of 18 NextInteractive employees during % of contract terminations were approved or were authorized by the labor inspectorate. Nine employees were transferred to another entity within the NextRadioTV Group. 14 fixed-term contracts were changed into permanent contracts in Number of permanent contract resignations Number of early retirements 0 0 Number of retirements 2 1 Number of end of trial periods 10 6 Number of redundancies Number of contract terminations Number of terminated fixed-term contracts (of more than 1 month) The instability rate among the Group's workforce is slightly higher this year due to the closure of the Montpellier establishment, as the following table shows. Instability rate (%) (resignations + redundancies + contract terminations)/(average permanent workforce)* % 9.38% Disabled workers In March 2014, the Group signed the CSA (French audiovisual authority) charter in support of recruiting disabled people with particular attention given to students wishing to work in the media sector. As a continuation of this agreement, the Group made contact with about 30 schools in the sector (journalism schools, audiovisual schools, etc.). The Group also signed a partnership with the Tremplin Association, an association of private and public employers working with disabled high-school children and students. To help these people to get to know our Group better, on November 19, 2014 an open-house morning to obtain information on our occupations was held, to which about 30 students were invite and were able to meet the president of the Group, and also some journalists and presenters. A visit to the studios was also on the program. The Group also joined in a resolute step to make employees aware of disability with a qualitative intervention and interviews with 200 employees on how they view disability and on the actions to implement a disability policy. Today, the Group employs four disabled people. In 2014, its collaboration with the protected and adapted sector was renewed by signing a partnership with ANAIS (1) (work assistance establishment, ESAT) which replies to the applications received for all the entities. It also signed a partnership with La Sellerie Parisienne (ESAT) for the purchase and manufacture of goodies Number of disabled workers in the Group 4 5 Number of disabled workers still in the Group at December 31, Number of disabled employees recruited during the year 0 0 (1) NAIS: Association d Action et d Insertion Sociale (Association for Action and Social Inclusion). NextRadioTV DOCUMENT DE REFERENCE

36 Social and environmental responsibility Training and employee management Training A total budget of 692,483 was devoted to training during 2014 (excluding individual training leave, skills assessment and professional training contracts). This budget only covers the teaching costs ( 493,542) and salaries ( 198,941). 1.34% of the total payroll is spent on training. With regard to the training program, 552,246, that is 400,308 on teaching costs and 151,938 on salaries, i.e. 1.07% of the total payroll. With regard to the individual training entitlement, 140,237, that is 93,234 on teaching costs and 47,003 on salaries, i.e. 0.27% of the total payroll. The number of hours devoted to vocational training was 8,883 hours, excluding freelancers and contract workers, for fiscal year 2014, of which 2,823 hours were for individual training entitlement (during working hours). 517 employees attended a training course during this period. Out of these 517 employees, 503 were under permanent contracts, 8 employees were freelancers and 6 were on fixed-term contracts. There was no individual training leave in Continuous training - individual training entitlement Number of employees on permanent contracts who attended a training course Number of employees who attended a training course/number of employees on permanent contracts in the Group (%) 63.75% 42.08% Number of employees on permanent contracts who attended a training course/number of employees trained (%) 97.68% 97.94% Total number of training hours 8,883 10,073 Number of hours of individual training entitlement 2,823 2, Managing employees and assessment interviewing process Assessment interviews Computerized annual interviews enable the interview to be entered directly on line. In this way, the benefit to each employee is that performances are assessed during the year and clear objectives set for the following year. The Human Resources Department can use the interviews to have a comprehensive overview of development goals, both in terms of function and internal mobility. In 2014, the campaign was successful since 94.5% of interviews were held. At the same time as these interviews, occupations and skills were mapped, enabling the occupations and sectors to be identified. This is a significant stage in managing careers and employees Integration of employees and communications Every month during informal breakfasts, Alain Weill, Chairman and Chief Executive Officer of NextRadioTV, meets about ten employees to discuss with them the Group's strategy and the stakes for each of the entities. Furthermore, breakfast meetings are systematically held for new work-study participants (professional training and apprenticeship contracts) so that they can learn of and better understand the various occupations in the Group. Since the start of 2014, an integration morning has been held every two months, bringing new employees together to meet the Chairman and the management team. The purpose consists in introducing the NextRadioTV Group, its stakes, its strategy and its human resources policy. In May 2014, the Group intranet was launched, called Nextbook, a company portal enabling information on human resources to be obtained, and grouping access to the various online services. An internal communications tool, it is also joined by a company social network Emphasis on recruitment In June 2013, the Group launched a recruitment tool, accessible on its web site In this way, vacancies and internship positions are published on the site. To increase the attractiveness and communications on our businesses, videos portray the Group's employees so that future applicants can have a better view and understanding of the various occupations. A Twitter account, NextRadioTV_RH rounds out this approach and, in particular, makes it possible to comment on NextRadioTV and its subsidiaries as an employer brand and on the positions available within the Group. NextRadioTV DOCUMENT DE REFERENCE

37 Social and environmental responsibility Gender equality NextRadioTV pays particular attention to complying with gender equality. In particular, the Group ensures that parity is respected by having two newsreaders on its continuous news channel, BFMTV. A study is carried out every year comparing compensation by type of position within the scope of the mandatory annual negotiations which aim at comparing the male/female situation within the Group. Proportion of women on permanent contracts Percentage of women 38.07% 36.78% Percentage of men 61.93% 63.22% Proportion of women by status (all types of contract excluding freelancers and contract workers) Percentage of women among the ETAM 25.35% 22.09% Percentage of women executives 34.78% 22.67% Percentage of women journalists 37.25% 55.23% Male/female recruitment (all types of contract excluding freelancers and contract workers) Women Men Total Male/female training (all types of contract excluding freelancers and contract workers) Percentage of women trained 44.01% 41.32% Percentage of men trained 55.99% 58.68% Male/female training (all types of contract excluding freelancers and contract workers) Number of hours training attended by women 3,489 3,870 Number of hours training attended by men 5,394 6,203 Total 8,883 10,073 Male/female training (all types of contract excluding freelancers and contract workers) Percentage of women trained/number of women in the Group 70% 46% Percentage of men trained/number of men in the Group 55% 40% Intergeneration agreement The management and the social partners have signed an intergeneration agreement with a commitment to: sustainable integration of young people: inclusion in the company, appointment of a contact person, emphasis on integration with a permanent contract, development of work-study contracts and monitoring the use of internships; insertion and monitoring of older employees: recruitment and maintaining in employment, improvement of working conditions and stress prevention development of skills and qualifications, access to training, organization of career ends; the transmission of knowledge and skills; the combat against discrimination and taking professional equality into account. NextRadioTV DOCUMENT DE REFERENCE

38 Social and environmental responsibility Outsourced labor and extent of outsourcing The Group calls on external service providers, particularly with regard to audiovisual broadcasting, and outsourcing for everything regarding the upkeep of its premises, security, accounting, payroll, legal assistance and collection Organization of working time In 2014, two agreements on working time governed the various categories of personnel depending on their status (autonomous management, managing executive, journalist, technician, administrative employee) and depending on the company where they work. Depending on the company, the journalists are entitled to 12, 19 or 21 compensation days. The non-executive administrative personnel and technicians are entitled to 16 compensation days. The managing executives are entitled to 12 compensation days. The autonomous executives are also entitled to 12 compensation days and on a fixed number of days (218 days). The agreement on shift work, signed on December 18, 2008, set up the entitlement to a quarterly bonus linked to the time constraints (time range for audiovisual activities, night-time, early morning and weekend working). In this way, within the scope of the mandatory annual negotiations, these bonuses are increased each year. In 2014, the management and the trade union representatives started negotiating a new agreement on working hours with a view to harmonizing the various practices in force within the Group Personnel compensation and benefits Salaries and developments Salaries are reviewed each year within the scope of the mandatory annual negotiations in accordance with a scheme combining both a collective salary increase and individual increases determined in accordance with each employee's performance. Furthermore, the minimum salary scales within the NextRadioTV Group were also reviewed within the scope of these same negotiations. Gross average salary per occupational category for permanent employees at December 31 ( ) ETAM 41,175 38,049 Management 63,431 54,255 Journalist 63,623 53,789 All categories 58,428 50, Personnel costs Details of personnel costs (salaries and wages, personnel benefits and social contributions) are given in Chapter 5, paragraph 5.5 (Note 8.2) Voluntary and obligatory profit-sharing, and employee savings scheme Voluntary and obligatory profit-sharing agreements All the employees in the Group benefit from the same obligatory profit-sharing agreement and voluntary profit-sharing agreement since the amendment to the voluntary profit-sharing agreement was signed in June These agreements enable the total amounts for distribution as voluntary and obligatory profit-sharing generated by all the Group companies to be paid to each employee, i.e. a total amount of 2.4 million (excluding employer's contribution) paid in 2015 for ( ) Gross average amount paid per permanent employee Gross average amount of the obligatory profit-sharing paid per employee 1,279 1,180 Gross average amount of the voluntary profit-sharing paid per employee Total 2,065 1,469 NextRadioTV DOCUMENT DE REFERENCE

39 Social and environmental responsibility Profit sharing bonus In 2014, a total amount of 264,660 was paid to employees as profit-sharing bonuses. This bonus was paid at the same time as the salary for September Capital increase reserved for employees There was no capital increase reserved for employees during the fiscal year Share subscriptions or purchase options granted to employees of the Company On the date this Registration Document was filed, no share subscription or purchase option had been granted to non-corporate officer employees of the Company Allocations of bonus shares to employees Details of bonus share allocation plans are given in Chapter 5, paragraph 5.5 (Note ) and in Chapter 7, paragraph Collective labor relations Professional relations In November 2014, the management organized elections for representatives of RMC Découverte personnel, as the number of employees of this company had reached 11 on January 7, Furthermore, in view of the fact that the number of elected personnel representatives of NextInteractive had been reduced to more than half, the management organized partial elections for personnel representatives in November The management informs and regularly consults the personnel representative bodies, as shown in the table below: Number of meetings with the personnel representative bodies Number of works committee meetings 22 Number of personnel representative meetings 43 Number of HSC meetings 14 Number of collective agreements signed in The new obligation to information-consultation on strategic orientations was implemented during A single data base was made available to the personnel representatives on the company intranet Nextbook, in compliance with Act No of June 14, Assessment of the collective agreements An amendment to the voluntary profit-sharing agreement covering all the entities was signed for the year Three agreements were signed to set up elections for the RMC Découverte personnel representatives, the partial renewal of the NextInteractive personnel representatives and the implementation of electronic voting for these elections. An agreement on the redundancy scheme and support measures for the closure of the Montpellier site was signed by all the trade union organizations Health and safety conditions The sole committee for all the companies in the Group met at least once per quarter and is consulted on any project having an impact on employees' working conditions. A single document on risk evaluation was drawn up and is updated each year. Ergonomics were used for the moving and large-scale refitting of premises to guarantee the best working conditions for the employees. NextRadioTV DOCUMENT DE REFERENCE

40 Social and environmental responsibility For the whole Group, medical services are provided by the Centre interentreprise et artisanal de santé au travail (CIAMT) (Intercompany and non-industrial center for health in the workplace). Apart from medical examinations, examinations are carried out in the working environment: visits to the premises, improvements in living and working conditions, advice on health and safety, detection and prevention of occupational risks. Workplace accidents Number of workplace accidents with absences 3 2 Number of commuting accidents with absences 3 6 Number of fatal workplace and commuting accidents 0 0 Employees trained in health and safety Frequency rate of accidents in the workplace 1.81% 1.22% Seriousness rate of accidents in the workplace 0.025% 0.007% Absenteeism Absenteeism Absenteeism rate (1) 2.49% 2.77% Total days' absence (2) 5,890 6,459 Number of days' absence for sickness (3) 5,830 6,222 Number of days' absence for accident in the workplace Number of days' absence for commuting accidents Number of days' absence for occupational disease 0 0 (1) (Number of hours' absence/number of theoretical working hours) x 100. (2) Total number of days' absence including absence for sickness, accidents in the workplace, commuting accidents and half-days for treatment. (3) Number of days' absence for sickness including half-days for treatment Social activities The Works Council of the UES Next has an operating budget (0.2% of the total payroll) and a budget for cultural and social activities which, in 2014, came to 0.5% of the total payroll for all the entities. Each year, the management indirectly increases its participation in social work by paying for the Christmas gift vouchers. 2.2 Environmental information The Group's channels perception of environmental issues All through the year, the Group's channels make listeners and viewers aware of environmental problems. Since 2008, the weekly program Business Durable (Sustainable Business), broadcast on BFM Business on radio and TV, highlights companies' new views, including energy transition, in their strategy to respond to future issues: biodiversity, renewable energies, waste recycling, eco-mobility. The program is intended both for SMEs and for major groups which see environmental protection as being advantageous for their economic development. On RMC, the weekly program Votre Jardin (Your Garden) provides support for listeners in their effort to protect nature. Patrick Mioulane talks about what to do to garden ethically. In her work to protect wildlife and nature, the veterinarian Laetitia Barlerin regularly turns the spotlight on wild animals. Listeners are also informed about movie releases, trade fairs and events with an environmental flavor. On the Group's TV channels, and on RMC Découverte in particular, the "Adventures and Animals" themes as well as "Travels and the Art of Living" contribute to tackling themes relating to the environment and the planet. The channel offers various programs on discovering wildlife and defending biodiversity (Une Réserve Pour Les Félins, Le Serengeti, Lionnes de la Rivière de Sable, Les Éléphants du Désert) (A Reserve for the Cats, The Serengeti, Lionesses of the Sand River, the Desert Elephants), protecting nature and the environment (Vu du Ciel, Versions Françaises, L Odyssée Sibérienne) (Seen from the Sky, French Versions, The Siberian Odyssey) and discovering the world and its diversity (Aux Portes du Tibet, La Grande Traversée du Ladakh, La Trace des Hommes, Polynésie Entre Ciel Terre et Mer, Découvrir le Monde, Le Goût du Voyage) (At the Gates of Tibet, The Great Ladakh Crossing, The Trace of Man, Polynesia Between Sky, Earth and Sea, Discover the World, The Taste for Travel). NextRadioTV DOCUMENT DE REFERENCE

41 Social and environmental responsibility General environmental policy According to the government's 2009 report on responsible eco-development and CIT (DETIC), information and communications technologies (TIC) consumed 60 TWh during 2009, which is 13.5% of what France spends on electricity. To prevent information and communications technologies representing more than 40% of current French expenditure on electricity by 2020, the Group is endeavoring to tackle the considerations in the general environmental policy. The Group's various media activities do not have any significant impact on the environment and do not require setting up any provisions to reduce risks to the environment or setting up an organization to deal with pollution accidents. The following information and data only concern the Group's buildings in Paris and exclude the Montpellier site, closed since July 31, With regard to the real estate, see Chapter 4, paragraph To prevent environmental risks and to limit the harmful effect of pollution, in 2013 the Group installed five electrical terminals in a leased building which enable five vehicles to be charged simultaneously, one of them at a space reserved for persons with reduced mobility. The terminals are available for recharging the Group's electric vehicle as well as the personal electric vehicles belonging to the Group's employees. NextRadioTV has also started to give thought on how to encourage certain of its suppliers to reduce their consumption of electric power, even to carry out a free carbon audit to take the ecological impact of their activities into consideration. As an example, the catering service of the NextRadioTV Group is adopting a responsible approach: the supplier Marguereat proposes dishes prepared from seasonal vegetables and fruit, coming from several local producers who give priority to reasoned farming methods. The cereals used are organic and come from fair trade sources. Marguereat works with direct distribution suppliers for certain products. The following themes in the Grenelle II Act are considered as not being relevant to the Group's activities: noise pollution and specific pollution, land use and protection and development of biodiversity. The management's approach is also expressed by enabling certain employees to attend training courses on weather, for instance on climate change, which would make them aware of the impact that human activities have on climate. With regard to the specific case of transmission antenna installed on the roof of the registered office building, Bureau Veritas carried out a study in 2011 on the radiotelephone transmitter in accordance with the ANFR/DR protocol. The report concluded that the installation complied with the exposure limit value set by Decree No of May 3, The overall exposure level was set at 4.96 V/m when the limit value set by the 2002 decree is 28 V/m. To cope with the reception problems of the 3G mobile network within the registered office building, several antenna of the Group's mobile operator were installed on the building's roof and inside the building, in compliance with safety standards. In 2014, the mobile operator adapted all the equipment so that the 4G mobile network would be operational over the whole building. Every year, certification bodies such as Bureau Veritas check on the installation's compliance Pollution and waste management None of the Group's activities is such as to have a serious affect on the environment through discharges to air, water and soil. Carbon gas emissions were assessed at 666 tons for Nevertheless, due to the size of the Group, various types of household waste are produced. On this basis, the management is taking action to make employees aware of waste management: batteries: a battery collector is provided for the technical services' teams. More than 369 kg of batteries were collected by the company Corépile in 2014 (around 458 kg in 2013); computer hardware: in compliance with its legal obligations, the Group's old computer hardware still in working order were sold to Valneo Développement, a company specialized in buying end-of-life computer hardware and in processing electronic waste; paper and drinks cans: specific collectors, on the one hand for paper, on the other hand for drinks cans and metal waste, were installed on all floors. The Group's cleaning service collects the waste from the separate bins so that they can be managed responsibly; books and manuals: several works are sent to the teams of journalists for processing daily news. Most of these works, once read, are collected and sent to various associations such as Association Bibliothèque sans Frontière (Libraries without Borders), an international solidarity association which collects books to send them to French-speaking countries or to offer them to the most destitute; toner cartridges: a special collector ensures that these cartridges with many components are recycled; electric light-bulbs: the company Rexel recovers and recycles the registered office's electric light-bulbs. Other projects are currently being studied to reduce the building's consumption of water and domestic electricity. With regard to dealing with pollution in the workplace, the Group had the registered office building's windows double-glazed to avoid noise pollution from road traffic and to improve insulation to reduce electricity consumption. NextRadioTV DOCUMENT DE REFERENCE

42 Social and environmental responsibility Sustainable use of resources Electricity The electricity consumed by the Group is mainly by the air-conditioning systems, program production and broadcasting equipment, computers and lighting. The Group has already undertaken certain measures to improve energy efficiency. In particular, it has equipped each half-set with a general switch which enables the general lighting to be automatically controlled. Several studios are also lit by lowconsumption bulbs (LED), which have a very long life cycle and a low level of electricity consumption. Electricity consumption is monitored monthly. This monitoring revealed that electricity consumption is increasing by 4%. GENERAL MONTHLY POWER SUPPLY (ACTIVE ENERGY IN MWH) Gas Gas consumption, basically for heating the registered office building, is monitored monthly similarly to electricity consumption. This monitoring revealed a reduction of 24% in 2014 compared with MONTHLY GAS CONSUMPTION (IN M 3 ) NextRadioTV DOCUMENT DE REFERENCE

43 Social and environmental responsibility Water Water consumption is monitored monthly, similarly to electricity and gas consumption. This reading recorded a slight increase (1.7%) in water consumption between 2013 (4,408 m 3 ) and 2014 (4,484 m 3 ). Nevertheless, water consumption has fallen compared to 2012 (4,565 m 3 ). MONTHLY WATER CONSUMPTION (M 3 ) The use of land was not monitored, as this information did not appear to be relevant in view of the nature of the Group's activities Paper Similar to most news groups, paper is one of the main raw materials used by the Group. Consumption is estimated as being almost 12.4 tons per year. Steps were taken at the end of 2014 to restrict this consumption. The printing systems were all replaced in 2014 with a badge-authorized printing system enabling the print volumes to be limited. The systems are also parameterized by default to print in black and white, and in double-sided format. In addition, the new printing software makes the employees aware of the impact of their printing on the environment (water, CO2 and raw material). When the printing systems have stopped for some time, they automatically go into standby mode. By computerizing work that is an integral part of the current working world, the Group carried out several dematerialization projects at the same time (invoices, expense accounts, employment contracts, pay slips and expenditure commitments). The success of these projects will enable enormous paper savings to be made. This sustainable development effort and ecoresponsible behavior extends to the company's catering service which particularly uses food packaging made from 100% biodegradable cane sugar pulp and corn starch Fuel In 2013, the Group started to monitor the fuel consumption of its fleet of vehicles. For its fleet of 65 vehicles, the Group stabilized consumption in 2014 with a total of 84,749 liters of fuel compared with 85,025 liters in Climate change Greenhouse gas emissions were not assessed as this information appears to have little relevance for the Group's activity sector. Apart from access to the electricity terminals and running training courses on climate change for certain employees (paragraph of this chapter), the Group added its first electric vehicle to its fleet of cars. It is also persuading its service providers to set up a responsible approach: in the Paris area, the express transport company Novea uses cycle couriers for letters and packets weighing less than 3 kg. NextRadioTV DOCUMENT DE REFERENCE

44 Social and environmental responsibility 2.3 Societal information Regional, economic and social impact of the Company's activity With 789 permanent employees, the NextRadioTV Group is a source of major development for audiovisual and digital occupations. In 2014, the Group recruited more than 138 permanent employees (see Chapter 2, paragraph ). The Group is also a source of indirect jobs thanks to the field presence of its TV and radio media whenever sports, economic or general news so requires. For its coverages, broadcasts of events or studio relocations, the channels often use freelancers, contract workers in the entertainment industry or local suppliers. Furthermore, the Group's media organize a large number of events of a somewhat function nature to be closer to their pubic. Among the most remarkable events, the following should be noted for instance: RMC: the 5 th edition of the PME Bougeons-Nous Trophies, with Jean-Jacques Bourdin: six prize-winners from among more than 770 candidates in 2014 over the whole of France with regional heats in Paris, Lille, Nantes, Bordeaux, Nancy, Lyon and Marseilles and with the prize-giving at the Pierre Cardin center in Paris; the Allons voter! (Let's vote!) tour at the time of the Municipal elections: from February 7 to March 21, 2014, the Grandes Gueules (Loudmouths) program presented by Alain Marschall and Olivier Truchot which was held in seven French towns to debate election issues. BFM Business: the BFM Académie, 1 st competition for entrepreneurs on radio and TV. Every week-end for nine months, Nicolas Doze, surrounded by coaches, received two budding entrepreneurs. After about 30 programs, the final of the 9 th season was held on June 19, 2014 and was broadcast live from the Gabriel Studio in Paris; the BFM Awards: in the presence of more than 1,500 economic decision-makers and management officers, these economics trophies reward the success of French firms and the innovative spirit of their executives who, day by day, contribute to our country's dynamism and attractiveness. The event, broadcast live on the BFM Business channel from the Salle Pleyel in Paris, celebrated its 10 th edition on November 3, The Group's media are involved in a large number of partnerships aiming at promoting the arts (exhibitions, sound and light, shows, theater), culture (science and aeronautics, literature, festivals, feasts and fairs) and sport (sporting competitions, circus arts) in all their forms during various events Relations with associations and sponsorship For NextRadioTV, foundations and associations have always been natural, vital and recurring contacts for its news broadcasts. The Group works with consumer associations (UFC Que choisir, Association nationale de défense des consommateurs et usagers, etc.), associations of service users (Association française des utilisateurs de télécoms, Association française des utilisateurs de banques), motoring associations (40 million d'automobilistes), charitable and humanitarian associations (Restos du cœur, Fondation Abbé Pierre, Secours catholique), militant or faith-based associations (Droit au logement, Averroès, Osons le féminisme) and finally, nongovernmental organizations (Médecins sans frontières, Amnesty International, etc.) Relations with the associations To talk about all the subjects concerning daily life, the associations are potential contacts, especially when they are newsmakers and contacts with the authorities. Appeals are regularly made to them for interviews broadcast by the Group's channels, in this way actively contributing to ensuring that all our country's thoughts and opinions are expressed. As an example, the Group welcomed: Avocats sans frontières (Lawyers without Borders), Association Vues d enfance (Children's View Association), Association Cent Familles, (Hundred Familities Association) Association pour Le Droit de Mourir dans la Dignité (Dignity in Dying Association), Association Les Prisons du cœur (Prisons of the Heart Association), Association Française de Réduction des Risques à l Usage de Drogues, (French Association for Reducing Risks in Using Drugs), Association de L Islam des Lumières (Islam of the Lights Association), Association nationale de défense des consommateurs et usagers (National Association for the Defence of Consumers and Users), Association Sauvegarde retraites (Save Pensions Association), Union des familles en Europe (Union of Families in Europe), Association des maires de France (Association of French Mayors), Association internationale des toxicologues (International Association of Toxicologists), Association La Voix des Roms (The Roma's Voice Association), Association Femmes Internationales (International Women's Association), Murs Brisés (Broken Walls, Association Femen France (Femen France Association), Association Ensemble contre la récidive (Together against Recidivism), Association Les droits des No-fumeurs (The Nonsmokers' Rights Association), Confédération nationale du logement (National Housing Confederation, Ligue Internationale contre le racisme et l antisémitisme (The International League against Racism and Anti-semitism) Fédération des jardins familiaux (The Federation of Family Gardens), Fondation Abbé Pierre (the Abbé Pierre Foundation). NextRadioTV DOCUMENT DE REFERENCE

45 Social and environmental responsibility As part of these promotional activities, the Group has developed a large number of partnerships with associations and foundations to support their activities, among which are: annual partnership with the association Théâtre Parisiens Associés (Associated Paris Theaters, formerly Résathéâtre); the association Institution Nationale et traditionnelle des professionnels Artisans et Industriels Forains de France (National and Traditional Institute of Artisan and Industrial Professional Carnival Operators) together with the Foire du Trône (Trône Fair), Jours de fêtes au Grand Palais (Fair days at the Grand Palais), the Fête des Tuileries (the Tuileries Fair) and the Marché de Noël des Champs-Élysées (Champs-Élysées Christmas Market); the Autorité des Marchés Financiers (French Financial Markets Authority) with the Demain nos villes project (Our Towns' of the Future); Croissance Plus (More Growth) with Trophées PME Bougeons-nous (Let's move SMEs Trophy); the permanent assembly of the chambers of trades and crafts with the Trophées PME Bougeons-nous; the chambers of commerce and industry with the Trophées PME Bougeons-nous; the Comité Champs-Élysées association for the Champs-Élysées illuminations; the association 40 million d'automobilistes with Raconte-moi la route de tes vacances (Tell me your holiday route). Especially in sport, NextRadioTV has built up close recurring annual relations with the handball, swimming, fencing, ice hockey, athletics, football, triathlon, basketball, judo, badminton, ice sports, cycling, horseriding, skiing, tennis, archery, volleyball and other federations Sponsorship The Group's channels regularly broadcast advertising spots in support of charitable organizations. That being the case, the Group is an inescapable partner for charitable organizations, especially: the Free Handi se Trophy with associations defending the rights of disabled people; during the Open GDF Suez, the Group's media broadcast messages for the Amélie reception in support of the Institut Curie; at Christmas, Secours populaire under the partnership with the national basketball league; Unicef under the partnership with the French Swimming Federation to promote the Nuit de l eau (Water Night); the Odysséa association which combats breast cancer by organizing charitable walks and running races; the pyramid of shoes with Handicap International to arouse awareness of mines and to take action on behalf of victims. Finally, the Group has set up communications operations in support of various associations, such as Handicap International, Les Enfoirés, Association française des diabétiques (French Diabetic Association), SOS Villages d enfants (SOS children's villages), Vaincre l autisme (Overcome autism), Ligue nationale contre le cancer (National League against Cancer), Action contre la faim (Action against Hunger), Médecins sans frontiers (Doctors without Borders), Téléthon, Fondation Abbé Pierre (Abbé Pierre Foundation) The RMC/BFM association The aim of the RMC/BFM association, founded by Isabelle and Alain Weill, is to work for the prevention of and information with regard to medical action. The Group supports the association by hosting it free of charge and by frequently offering it visibility on the Group's channels. The association's main aim is to reduce the mortality rate due to cardiac arrest in non-hospital situations, which is the cause of almost 50,000 deaths in France (i.e. one every 15 minutes) each year. On this basis, it undertakes four missions: to make the chain of survival known (inform the general public, to mobilize at the various stages in the chain of survival and improve training); to encourage the provision of external automated defibrillators in locations open to the public (companies and public bodies); to geolocate external automatic defibrillators on the "staying alive" free application; make it known that anyone can use a defibrillator even those who are not doctors (Decree No of May 4, 2007). To do this, the association has implemented operations to make elected representatives, companies and the general public aware of this Relations with suppliers In its outsourcing contracts and contracts with suppliers, the Group asks its commercial partners to comply with all the legal and regulatory provisions in force, especially with regard to social and environmental matters. The Group's purchasing policy in particular incorporates recognition of the suppliers' commitments with regard to social and environmental requirements. For instance, where broadcasting is concerned, the supplier of the TDF Group undertook to gradually replace the old transmitters with new ones that consume less energy. NextRadioTV DOCUMENT DE REFERENCE

46 Social and environmental responsibility 2.4 Ethical commitments Women's rights Act No of August 4, 2014 on genuine gender equality entrusted the CSA with the task of ensuring women's rights in audiovisual communications, seeing to "fair representation" and the image of women in programs. The television and radio services of the NextRadioTV Group took note of the special attention to be given to combating stereotypes, gender biases and violence against women. Practical arrangements enabling the objectives of the Act to be achieved were set out in CSA deliberation No of February 4, 2015, which charged the television and radio services to broadcast programs on these subjects, to provide the council with qualitative and quantitative indicators on the representation of women and men in these programs and to encourage such voluntary commitments to be made each year. Their implementation will be examined in depth by NextRadioTV. In 2014, the Group's channels were already working to improve their actions in favor of better representation for women and to encourage expert women to be invited to the studios. Women are in the slight majority in the RMC newsroom. Three programs are also produced by women in this entity. Women are also part of the RMC Sport team (eight reporters in Jean-Jacques Bourdin's program, a co-host for the Moscato Show, various participants and consultants on other programs). Moreover, the Marc Van Moere bursary competition, organized by RMC Sport, awards the best student from a journalism school recognized by the profession. The 2014 edition was won by a female student, who then joined the sporting press agency's newsroom for three months, and now works with it on a regular basis. On the same principle, the 5 th edition of the Talents de l Info, organized by RMC, also selected a female award-winner, who was invited to join the radio newsroom team. Within the scope of its annual commitments to diversity, BFMTV undertook before the CSA to encourage diversity on the channel and among those recruited. The absence of gender discrimination is particularly highlighted through having two newsreaders at a time on the continuous news channel, BFMTV. Furthermore, for the production of new programs, RMC Découverte pre-bought 14 documentaries made by women. Details of the male/female employees in the Group are given in Chapter 2, paragraph , this paragraph also gives details of gender equality in the Group Other commitment Certain obligations specific to RMC Découverte were added to the channel's obligations to contribute to French and European production and to comply with its broadcasting quotas. First of all it means complying with the code of ethics when presenting audiovisual content, particularly with regard to respect for minors participating in the programs. The new channel is also responsible for achieving aims on accessibility to programs, by broadcasting with audio description for blind or partially-sighted persons and by inserting subtitles to make programs accessible to deaf or hearingimpaired persons. In 2014, more than 32% of the programs broadcast by RMC Découverte were subtitled for deaf or hearing-impaired persons (31% at peak times). Six documentaries were broadcast with audio description, with a total of 23 hours of programs including repeats. To abide by diversity, RMC Découverte also made commitments to the CSA to represent the diversity of French society on the channel. The channel also undertook to promote the Republic's values of integration and solidarity in its content, and not to encourage discriminating or degrading remarks or behavior. Finally, RMC Découverte is participating in the fight against obesity. To this end, the channel undertook before the CSA, to promote food and physical activity favorable to health in its programs and to devote at least 15 hours a year to these issues in programs. In 2014, the channel broadcast more than 80 hours of programs on this theme. The companies in the Group are also aware of the regulations on personal data. In 2014, after detailed recommendations on cookies were published by the Commission nationale informatique et libertés (CNIL) (National Data Protection Commission), the Group's companies had their web sites audited, in accordance with the recommendations of the CNIL and Geste. The Group's sites now have banners informing users about cookies and redirecting them towards a specific information page. NextRadioTV DOCUMENT DE REFERENCE

47 Social and environmental responsibility 2.5 Report by the Statutory Auditors, appointed as an independent third party organization, on the consolidated social, environmental and societal information given in the management report Fiscal year ended on December 31, 2014 To the Shareholders, In our capacity as Statutory Auditors of NextRadioTV, appointed as an independent third party organization, accredited by COFRAC under number , we hereby present our report on the consolidated social, environmental and societal information for the fiscal year ended December 31, 2014 (hereafter the "CSR information"), given in the management report in accordance with the provisions of Article L of the French Commercial Code. Responsibility of the company The Board of Directors is responsible for preparing a management report containing the CSR information provided for in Article R of the French Commercial Code, prepared in accordance with the procedures used by the Company (hereafter the "Reporting Criteria"), available upon request at the Company's registered office and certain methodological aspects of which appear in the "CSR" section of the management report. Independence and quality control Our independence is defined by regulations, by our professional code of ethics, as well as by the provisions set forth in Article L of the French Commercial Code. In addition, we have set up a quality control system that includes documented policies and procedures designed to ensure compliance with ethical rules, professional standards and applicable legislation and regulations. Responsibility of the Statutory Auditors Based on our work, we are responsible: for certifying that the required CSR Information is provided in the management report or, in the event of omission, is explained in accordance with the third paragraph of Article R of the French Commercial Code (Declaration of completeness of the CSR Information); for expressing limited assurance of the fact that, taken as a whole, the CSR Information is presented fairly, in all material aspects, in accordance with the adopted Reporting Criteria (Considered opinion on the fairness of CSR Information). Our work was conducted by a team of four between March and April 2015, over a two-week period. We called in our CSR experts to help us to perform our work. We conducted the work described above in accordance with professional standards applicable in France and with the Decree of May 13, 2013 determining the procedures according to which independent third party organizations fulfill their duties and, with regard to the considered opinion on the fairness of the information, with ISAE Declaration of completeness of the CSR Information Nature and scope of the work Based on interviews with the heads of the departments in question, we acquainted ourselves with the direction that the Company is taking in terms of sustainable development, in relation to the social and environmental consequences of the Company's business and its societal commitments and, where appropriate, resulting initiatives or programs. We compared the CSR Information given in the management report with the list provided in Article R of the French Commercial Code. In the event of the omission of certain consolidated information, we verified that explanations were provided in accordance with Article R , paragraph 3 of the French Commercial Code. We verified that the CSR Information covered the consolidated scope, i.e. the Company and its subsidiaries within the meaning of Article L and the companies that it controls within the meaning of Article L of the French Commercial Code, subject to the limits specified in the "CSR" section of the management report. Conclusion Based on this work, and in view of the limits mentioned above, we attest to the completeness of the required CSR information in the management report. NextRadioTV DOCUMENT DE REFERENCE

48 Social and environmental responsibility 2. Considered opinion on the fairness of the CSR Information Nature and scope of the work We conducted three interviews with five people responsible for preparing the CSR Information obtained from the departments responsible for gathering said information and, where appropriate, those responsible for internal control and risk management procedures, so as to: assess the appropriateness of the Reporting Criteria with respect to its relevance, completeness, reliability, neutrality and clarity, by taking into consideration industry best practices, where relevant; verify the implementation of a process for collecting, compiling, processing and checking the CSR Information for completeness and consistency and familiarize ourselves with the internal control and risk management procedures relating to the preparation of CSR information. The nature and scope of our tests and checks were determined according to the nature and significance of the CSR information with respect to the Company's profile, the social and environmental issues raised by its business, its direction in terms of sustainable development and industry best practices. Concerning the CSR information that we considered to be the most significant: for the consolidating entity, we consulted documentary sources and conducted interviews to corroborate qualitative information (organization, policies, initiatives). We set up procedures to analyze quantitative information and, using sampling techniques, verified calculations as well as data consolidation and verified their coherence and consistency with the other information provided in the management report; for the representative sample of entities selected by us based on their activity, their contribution to consolidated indicators, their location and a risk analysis, we conducted interviews to verify the correct application of procedures and conducted detailed tests, using sampling techniques, to verify the calculations made and reconcile data with supporting documentary evidence. The selected sample represents 100% of the workforce and 100% of the quantitative environmental information published. For other consolidated CSR information, we assessed its consistency in relation to our knowledge of the Company. Lastly, we assessed the relevance of the explanations relating to the total or partial absence of certain information, where applicable. We believe that the sampling techniques and the size of the samples selected by us based on our professional judgment enable us to formulate a conclusion expressing limited assurance. Greater assurance would have required more extensive verification work. Because of the use of sampling techniques and other inherent limitations of the operation of any information and internal control system, the risk of missing a material misstatement in the CSR information cannot be totally ruled out. Conclusion Based on our work, we failed to ascertain any material misstatement likely to call into question the fact that the CSR information, taken as a whole, has been presented fairly, in accordance with the Reporting Criteria. Neuilly-sur-Seine, April 30, 2015 One of the Statutory Auditors, Deloitte & Associés Fabien Brovedani Partner NextRadioTV DOCUMENT DE REFERENCE

49 3 Corporate governance 3.1 Board of Directors Members of the Board of Directors, terms of office and duties of current Directors Experience of management and administration bodies Conflicts of interest, lock-up agreements and commitments Additional information on directors Specialized committees Compensation Compensation and benefits for corporate officers Equity investments of corporate officers Capital transactions carried out by corporate officers report of the Chairman of the Board of Directors on internal control procedures Preparation and organization of the work of the Board of Directors Internal control and risk management Statutory Auditors' Report, drafted in accordance with Article L of the French Commercial Code, on the Report of the Chairman of the Board of Directors Special Statutory Auditors' Report on regulated agreements and commitments List of NextRadioTV agreements with wholly owned subsidiaries NextRadioTV DOCUMENT DE REFERENCE

50 Corporate governance The Board of Directors has adopted internal regulations setting out, in particular, rules and measures to assess the performance of the Board. The internal regulations are presented in paragraph of this chapter. In light of its size, capitalization and operational resources, the Company does not follow any corporate governance code drawn up by companies representative organizations. However, the Company's Board of Directors is familiar with the recommendations of the December 2009 Corporate Governance Code for small and medium companies, known as Middlenext Code and, even though it does not make express reference to it, it plans to take into account some of its rules, especially in relation to the Company's internal control. At its meeting of April 16, 2015, the Board of Directors assessed its activities in the 2014 fiscal year in accordance with its internal regulations. The Directors expressed their satisfaction with the available information and conditions of the meeting. NextRadioTV DOCUMENT DE REFERENCE

51 Corporate governance 3.1 Board of Directors Members of the Board of Directors, terms of office and duties of current Directors The Board of Directors comprises seven members: Alain Weill; WMC, represented by Damien Bernet; Alain Blanc-Brude; Nicolas Ver Hulst; Isabelle Weill; Fimalac, represented by Marc Ladreit de Lacharrière; André Saint-Mleux. The Ordinary General Meeting of May 5, 2011 renewed the appointment of all the Directors for another term of six years, ending upon the conclusion of the Ordinary General Meeting called in 2017 to approve the financial statements of the previous year. Moreover, the General Meeting of May 22, 2013, at the recommendation of the Board of Directors, appointed Pierre Médecin and the company Fimalac to the role of Director for a period of six years ending upon the conclusion of the Ordinary General Shareholders' Meeting called in 2019 to approve the 2018 financial statements. Pierre Médecin served as a Director until December 18, 2013, when NextRadioTV' Board of Directors accepted his resignation and thereby decided to appoint André Saint-Mleux as a temporary replacement. Said appointment was then approved by the Ordinary General Shareholders' Meeting of May 22, Name professional address Alain Weill (Chairman of the Board of Directors and Chief Executive Officer) 12, rue d Oradour-sur-Glane, Paris Date of first appointment September 20, 2005 Term of office expiration date Position and office held within the Company during the previous fiscal year Main position held outside the Company Other positions and offices held within the Group during the previous fiscal year Other positions and offices held outside the Group Other significant offices held during the last five years (1) Since March 5, (2) Since April 8, Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Chairman and Chief Executive Officer Chairman of BFMTV Chairman of Business FM Chairman of CBFM Chairman of BFM Business TV Deputy Chairman of RMC Chairman of RMC Sport Chairman of the Groupe Tests Holding Chairman of RMC Découverte Chairman of RMC-BFM Edition Chairman of NextRadioTV Production Chairman of NextDev Chairman of NewCo 3 Chairman of NextInteractive Chairman of NextRégie Chairman of RMC BFM Production Manager of La Chaîne Techno, dissolved without liquidation by NextInteractive on January 21, 2014 Chairman of La Banque Audiovisuelle (1) N/A Chairman of Moneyweb (2) Chairman of NewCo A Chairman of NewCo B Chairman of News Participations Chairman of WMC Director of Iliad Permanent representative of NextRadioTV in the Board of Directors of Médiamétrie N/A NextRadioTV DOCUMENT DE REFERENCE

52 Corporate governance Name professional address Date of first appointment Term of office expiration date Position and office held within the Company during the previous fiscal year Main position held outside the Company Other positions and offices held within the Group during the previous fiscal year Other positions and offices held outside the Group Other significant offices held during the last five years WMC (Director), with Damien Bernet as permanent representative since March 10, , rue d Oradour-sur-Glane, Paris September 20, 2005 General Meeting called to approve the financial statements for the year ending on December 31, 2016 N/A N/A N/A N/A Alain Blanc-Brude (Director) Name professional address 49, avenue Hoche, Paris Date of first appointment September 20, 2005 Term of office expiration date General Meeting called to approve the financial statements for the year ending on December 31, 2016 Position and office held within the Company during the previous fiscal year Director Main position held outside the Company Chairman and Managing Director of APEF Advisory Company Other positions and offices held within the Group during the previous fiscal year Permanent representative of NextRadioTV in the Board of Directors of Radio Monte Carlo SAM Other positions and offices held outside the Group Other significant offices held during the last five years Director of Loxam Member and Chairman of the Supervisory Board of Alpha Associés Conseil Member and Deputy Chairman of the Supervisory Board of Beluga Manager of Finab SC Manager of Monab SC Member and Chairman of the Board of Directors of Midas Gestion Manager of Penshire Luxembourg Member of the Supervisory Board of MPM Advisors Director of Mecatherm until 2011 Representative of APEF Advisory Company in the Strategic Committee of Metallum Holding until 2013 Nicolas Ver Hulst (Director) Name/professional address 49, avenue Hoche, Paris Date of first appointment September 20, 2005 Term of office expiration date General Meeting called to approve the financial statements for the year ending on December 31, 2016 Position and office held within the Company during the previous fiscal year Director Main position held outside the Company Chairman and Chairman of the Executive Board of Alpha Associés Conseil Other positions and offices held within the Group during the previous fiscal year N/A Other positions and offices held outside the Group Other significant offices held during the last five years CEO and Board member of Glacies Holding Chairman of the Board of Directors of BR Gaming Member and Chairman of the Strategic Committee of Frial Manager of Northstar SC Manager of Orion SC Member and Chairman of the Strategic Committee of MK Direct 2 Member of the Supervisory Board of MPM Advisors Manager of Hamond Member of the Strategic Committee of the Cyrillus Vertbaudet Group Manager of Milkyway Director of Lanchester Board member of Alpha Radio BV Board member of Taitbout Antibes BV Director of Mecatherm Board member of BR Gaming Développement Member and Chairman of the Supervisory Board of the Babilou Group Member of the Strategic Committee of Metallum Holding Chairman of the Board of Directors of BRGH NextRadioTV DOCUMENT DE REFERENCE

53 Corporate governance Name/professional address Date of first appointment Term of office expiration date Position and office held within the Company during the previous fiscal year Main position held outside the Company Other positions and offices held within the Group during the previous fiscal year Other positions and offices held outside the Group Other significant offices held during the last five years Isabelle Weill (Director), wife of Alain Weill 12, rue d Oradour-sur-Glane, Paris September 20, 2005 General Meeting called to approve the financial statements for the year ending on December 31, 2016 Director Chairwoman of the RMC/BFM Association Deputy Managing Director of RMC Régie Deputy Managing Director of NextRadioTV Chairwoman of IW Conseil Chairwoman of AJILA Chairwoman of ARB Conseil N/A Name/professional address Date of first appointment Term of office expiration date Position and office held within the Company during the previous fiscal year Main position held outside the Company Other positions and offices held within the Group during the previous fiscal year Other positions and offices held outside the Group Other significant offices held during the last five years Fimalac (Director), with Marc Ledreit de Lacharrière as permanent representative since May 22, , rue de Lille, Paris May 22, 2013 General Meeting called to approve the financial statements for the year ending on December 31, 2018 Director None None None None Name/professional address Date of first appointment Term of office expiration date Position and office held within the Company during the previous fiscal year Main position held outside the Company Other positions and offices held within the Group during the previous fiscal year Other positions and offices held outside the Group Other significant offices held during the last five years André Saint-Mleux (Director) 27, rue de la Pompe, Paris December 18, 2013 General Meeting called to approve the financial statements for the year ending on December 31, 2018 Director Chairman of Arthapol None Director of Monaco Telecom SAM Director of Diot Director of AFI-ESCA Director of PMH Chairman of Ncryptone Director of Prosodie Director of Camelia Participations Director of Prosodie Iberica On the date this Registration Document was filed, to the Company's knowledge, within the last five years, no member of the administration, management or supervisory bodies had been convicted of fraud, of a criminal offence or had had an official public sanction issued against them, or declared bankrupt or placed into receivership or liquidation. In addition, no member of the administration, management or supervisory bodies had been prevented by the courts from acting in this capacity for an issuer, or from being involved in an issuer s management or the conduct of its business in the past five years. With the exception of Alain and Isabelle Weill, there are no family ties between the other members of the Board of Directors. NextRadioTV DOCUMENT DE REFERENCE

54 Corporate governance Experience of management and administration bodies Alain Weill founded the Company at the end of 2000 and served as Chairman of the Executive Board from its incorporation until October He has been Chairman and Chief Executive Officer since October 6, He spent most of his career in the audiovisual industry, mainly within the NRJ Group. He was the Chairman of radio station M40 (subsequently renamed as RTL2) between 1990 and From 1992 to 2000 he served as CEO and then Vice-Chairman and Chief Executive Officer of the NRJ Group. As Chairman and Chief Executive Officer, Alain Weill decides the Group's strategies, station reformatting and development outlook. He also maintains regular contacts with third parties, notably the CSA and the shareholders. Damien Bernet, a graduate of HEC Paris, joined the Group in July Appointed Deputy Chief Executive Officer during 2014, he has been the permanent representative of WMC in the Board of Directors since March 10, Beforehand, he spent eight years in the fund raising and financial consulting divisions of investment bank Rotschild & Cie. Alain Blanc-Brude holds an engineering degree from the École Centrale de Lille and an MBA from the Wharton School of Finance (Philadelphia). He served as CEO and partner of Compagnie Financière Sartec (holding of Services aux Industries) for 12 years. He joined Alpha Associés Conseil (a private equity investment fund consulting firm) in 1986 in the role of chairman. Nicolas Ver Hulst, a graduate of the École Polytechnique and holder of an MBA from INSEAD, started his career in 1980 as part of the Telecommunications General Management team and then worked in economic research at BNP and Banexi from 1984 onward. He joined CGIP at the end of 1985 as Chief Development Officer. He then joined Alpha Associés Conseil in 1990 as CEO. Isabelle Weill was a member of the Company's Supervisory Board from November 8, 2000 until October She has been a member of the Board of Directors since. She has also been serving as Deputy Managing Director of RMC Régie since June 1, André Saint-Mleux holds a master's Degree in mathematics and electronics, in addition to being a graduate of the École Centrale des Arts et Manufactures (ECP). He worked as an insurance broker at Marsh & McLennan in Canada from 1981 to He then returned to France, where he became the head of mergers and acquisitions at Standard Chartered, and then at Vernes bank. From 1998 to 2013, André Saint-Mleux served as Deputy Chief Executive Officer of Prosodie, in particular, he was responsible for finance and administration. He was also in charge of investors relations when Prosodie was listed on the stock exchange (from 1998 to 2007). In 2006, he organized and took part in the LBO to buy back the company from its founder using funds managed by Apax. Since May 2013, he has been a business angel and consultant, supporting the business stream of the École Centrale by coaching start-ups and serving as a panel member for the school's "business incubator". Marc Ladreit de Lacharrière is the head of the Fimalac Group of Companies. Having graduated from the ENA in 1970, he started his career in finance and then joined L'Oréal in 1976, where he occupied the second highest position (Vice-Chairman and Chief Executive Officer) for several years. He left the L'Oréal Group in 1991 to establish his own business, Fimalac, a group that currently operates in three areas: financial services with international rating agency Fitch Ratings, real estate with North Colonnade Limited and diversified investment through its subsidiary Fimalac Développement. His interest in arts and culture spurred him to establish the Foundation for Culture and Diversity, to serve as Chairman of the International Agency of French Museums and to buy musical production and entertainment companies. He was awarded the prestigious Grand-Croix of the French Legion of Honor in Conflicts of interest, lock-up agreements and commitments At the date this Registration Document was filed, to the Company's knowledge, no member of the administration, management or supervisory bodies was in a situation of potential conflict of interests between their duties to the Company and their private interests. However, and similarly to any group of companies, regulated agreements and commitments have been entered into and duly authorized. For details please see paragraph 3.5 of this chapter. In this context, a regulated agreement has been entered into between the Company and the News Participations holding, under the terms and conditions detailed in paragraph In accordance with the applicable law, the relevant director does not vote on this agreement during Board meetings. No agreement or arrangement has been defined with the Company's principal shareholders, clients and suppliers, under which one of the persons referred to in paragraph above was selected as a member of the Board of Directors or General Management. To the Company's knowledge, there are no restrictions accepted by the corporate officers relating to the assignment of their stake in the Company's capital. NextRadioTV DOCUMENT DE REFERENCE

55 Corporate governance Additional information on directors Service agreements No member of the Group's administration, management or supervisory bodies has entered into a service agreement with the Company or the Group entailing benefits. A service provision agreement has been entered into between the Company and the News Participations holding, of which Alain Weill is the majority shareholder. Under this agreement, News Participations undertakes to advise and help the companies of the NextRadioTV Group, in particular with devising and implementing the development strategy and maintaining institutional relations. It also provides advertising and/or promotional, and financial communication services. The amount billed under this agreement in 2014 stood at 1,919,000, excluding taxes, as stated in Note 10.2 to paragraph 5.5 in Chapter 5, and in Note 3.10 to paragraph 6.3 in Chapter 6 of this Registration Document Specialized committees In accordance with Recommendation No. 12 of the MiddleNext Corporate Governance Code, under its internal regulations the Board of Directors may establish one or more permanent or temporary committees to facilitate the proper operation of the Board and to provide effective assistance to the Board's decision-making. On January 27, 2014, the Board of Directors unanimously resolved to establish two committees: a Compensation Committee and an Audit Committee Compensation Committee The Compensation Committee includes WMC, represented by Damien Bernet, and Alain Blanc-Brude. The Compensation Committee meets at least once a year to submit proposals and recommendations to the Board of Directors in relation to the compensation policy for the Company's executive corporate officers, as well as to the amount and allocation of the attendance fees paid to Board members. The text of the internal regulations specifying and finalizing the operating procedures of the Compensation Committee was (i) adopted unanimously by the Board of Directors on January 27, 2014, and (ii) amended unanimously during the Board meeting of January 22, The Compensation Committee first met on March 15, 2014 and appointed Alain Blanc-Brude as its Chairman Audit Committee The Audit Committee comprises WMC, represented by Damien Bernet, Isabelle Weill and André Saint-Mleux. In accordance with Article L of the French Commercial Code, the latter is an independent member and has specific financial expertise. As defined by the Audit Committee's internal regulations, unanimously adopted by the Board of Directors on January 27, 2014, an independent member: is not and has not been for at least three years an employee or executive corporate officer of the Company or a Group company; is not a material client, supplier or banker of the Company or of the Group, nor do the Company or Group represent a material part of the member's business; is not the Company's reference shareholder; does not have close family ties with a corporate officer or reference shareholder; has not served as an auditor for the Company in the last three years. Pursuant to Article L of the French Commercial Code, the Audit Committee meets before the review of the half-yearly and annual financial statements by the Board of Directors to monitor any issues related to the preparation and verification of the Company's financial and accounting information. In particular, the Committee is responsible for preparing the Board's work for the approval of the yearly financial statements or the review of the half-yearly financial statements, managing relations with the Statutory Auditors and ensuring their compliance with independence and objectivity criteria. The internal regulations set out and finalize the Audit Committee's operating procedures. The Committee regularly reports the work done to the Board of Directors and informs it immediately of any difficulties. The Audit Committee met for the 1 st time on June 23, 2014 and appointed André Saint-Mleux as its Chairman before the Company's and Group's half-yearly results were published on July 31, NextRadioTV DOCUMENT DE REFERENCE

56 Corporate governance 3.2 Compensation Compensation and benefits for corporate officers Compensation, benefits in kind and attendance fees The compensation and benefits in kind paid by the Group for the fiscal years ending on December 31, 2013 and December 31, 2014 are as follows: Compensation of Alain Weill, the Company's Chairman and Chief Executive Officer SUMMARY TABLE ( ) Compensation due for the year* (as detailed in the table below) 373, ,330 Valuation of options awarded during the fiscal year None None Valuation of performance shares awarded during the fiscal year None None Total 373, ,330 * In addition to this amount, 415,748 were due as overall compensation for 2014 and 392,816 as overall compensation for 2013 by the controlling entity News Participations pursuant to Article L of the French Commercial Code. DETAILS OF COMPENSATION (s ) Amounts payable Amounts paid Amounts payable Amounts paid Fixed compensation (1) 320, ,000 Variable compensation Extraordinary compensation (2) 53,330 33,330 33,330 Allocated attendance fees (3) 9,000 Benefits in kind (4) Total 62, ,330 33, ,000 (1) In addition to this amount, 347,592 were due as fixed compensation for 2013 and 2014 by the controlling entity News Participations pursuant to Article L of the French Commercial Code. (2) In addition to this amount, 35,000 were due as extraordinary compensation for 2013 and 57,932 as extraordinary compensation for 2014 by the controlling entity, News Participations, pursuant to Article L of the French Commercial Code. (3) Amounts of attendance fees proposed for They will be allocated and paid subject to the approval of the overall package at the General Meeting of May 21, (4) In addition to this amount, 10,224 in benefits in kind were due for 2013 and 2014 by the controlling entity, News Participations, pursuant to Article L of the French Commercial Code. Alain Weill has no employment contract with the Group's companies and is not entitled to any non-compete compensation. The Group does not have a deferred compensation program for its executive officers. In particular, there is no specific supplementary retirement plan or severance payment. There are no other commitments made vis-à-vis the corporate officers corresponding to compensation items, or financial consideration or benefits due upon the termination or modification of their position or thereafter. NextRadioTV DOCUMENT DE REFERENCE

57 Corporate governance Overall yearly amount of compensation allocated or proposed for non-executive corporate officers for 2013 and 2014 ( ) Non-executive corporate officers Alain Blanc-Brude Amount allocated (3) during 2014 Amount allocated (2) during 2013 Attendance fees 9,000 6,000 Other compensation None None Isabelle Weill Attendance fees 6,000 6,000 Other compensation (1) 120, ,000 Nicolas Ver Hulst Attendance fees 7,500 6,000 Other compensation None None WMC Attendance fees 9,000 6,000 Other compensation None None Fimalac Attendance fees None 3,000 Other compensation None None Pierre Médecin (4) Attendance fees None 2,000 Other compensation None None André Saint-Mleux Attendance fees 7,500 1,000 Other compensation None None Total 159, ,000 (1) Isabelle Weill's fixed compensation was paid under an employment contract. (2) Amounts due for 2013; attendance fees were paid following the General Meeting of May 22, (3) Amounts of attendance fees proposed for They will be allocated and paid subject to the approval of the overall package at the General Meeting of May 21, (4) NextRadioTV's Board of Directors took notice of the resignation of Pierre Médecin on December 18, 2013, when he was replaced by André Saint- Mleux Bonus shares awarded and/or vested to corporate officers On the date this Registration Document was filed, no bonus shares, loans or guarantees had been granted to the Company's corporate officers. Tables 4, 6 and 7, as presented in AMF Recommendation No , do not apply. Table 10, as presented in AMF Recommendation No , does not apply. The history of bonus share allocation plans is detailed in Chapter 5, paragraph 5.5, Note Share subscriptions or purchase options granted to the Company's corporate officers No share subscriptions and/or purchase options were awarded to and/or exercised by the Group's corporate officers during the past fiscal year. Table 5, as presented in AMF Recommendation No , does not apply Amounts provisioned or recognized by the Company to provide pension, retirement or other employee benefits The amounts provisioned or recognized by the Company to provide pension, retirement or other benefits are detailed in Chapter 5, paragraph 5.5, Note NextRadioTV DOCUMENT DE REFERENCE

58 Corporate governance Share subscriptions or purchase options granted to the Company's employees As at December 31, 2014, no share subscriptions and/or purchase options were awarded to and/or exercised by the employees during the past fiscal year. Tables 8 and 9, as presented in AMF Recommendation No , do not apply Equity investments of corporate officers Equity investments of corporate officers in the Company's capital EQUITY INVESTMENTS OF CORPORATE OFFICERS IN THE COMPANY'S CAPITAL AS AT MARCH 20, 2015 Corporate officers Number of Number of voting shares rights Alain Weill 1 2 WMC (1) 6,065,119 11,852,666 Isabelle Weill Alain Blanc-Brude (2) 738,008 1,457,459 Nicolas Ver Hulst Fimalac (3) 1 1 André Saint-Mleux Total 6,803,858 13,311,525 (1) Under the direct and indirect control of Alain Weill. (2) Controlled directly and indirectly through companies Monab and Apef Advisory CY SAM. (3) Fimalac Développement stock loan Capital transactions carried out by corporate officers The corporate officers performed capital transactions in On June 4 and 5, WMC sold 2,354,477 and 124,345 in shares, respectively. On June 24, 2014, WMC chose to pay dividends in shares, for a total amount of 2,422, report of the Chairman of the Board of Directors on internal control procedures In accordance with Article L of the French Commercial Code, the Chairman of the Board of Directors hereby presents his report on the composition, preparation conditions and organization of the Board's work, as well as the internal control and risk management procedures implemented. For the purposes of this report, the term "Company" means NextRadioTV and the term "Group" means the Company and the legal entities ("subsidiaries") of which the Company controls the financial and operational policies, which usually translates into the Company holding at least half of the voting rights. In light of its size, capitalization and operational resources, at December 31, 2014 the Company had not adopted any corporate governance code drafted by companies representative organizations. Consequently and pursuant to Article L of the French Commercial Code, this report states the rules applied for the fiscal year ended on December 31, 2014 in addition to the applicable legal requirements. However, the Company's Board of Directors is familiar with the recommendations of the 2009 Corporate Governance Code for small and medium companies, known as Middlenext Code and, even though it does not make express reference to it, it plans to take into account some of its rules - as detailed below - especially in relation to the Company's internal control. This report was submitted for the approval of the Board of Directors on April 16, 2015 and forwarded to the Statutory Auditors so that they may comply with Article L of the French Commercial Code and attach to their general comments, their feedback on the internal control procedures relating to the preparation and processing of accounting and financial information. NextRadioTV DOCUMENT DE REFERENCE

59 Corporate governance Preparation and organization of the work of the Board of Directors Internal regulations In accordance with Recommendation No. 6 of the Middlenext Code and in order to fulfill its duties, the Board of Directors decided to merge, clarify and finalize, where applicable, the organizational and procedural rules applicable to the Board by law, and under the Company's regulations and bylaws, and to set out the ethical rules applicable to its members. For this purpose, the Board established internal regulations and ethical rules incorporating corporate governance principles with which it complies, and arranged their enforcement. These internal regulations were updated by the Board during the meeting of July 28, Composition of the Board of Directors The Company is managed by a Board of Directors, which currently comprises seven members, in accordance with Article 11 of the bylaws. The Company's Board of Directors chose to merge the positions of Chairman of the Board and CEO. As at December 31, 2014, the Board had the following members: Name Alain Weill WMC (permanent representative: Damien Bernet) Position Chairman and Chief Executive Officer Independent Director* Date of appointment No September 20, 2005 Director No September 20, 2005 Nicolas Ver Hulst Director Yes September 20, 2005 Alain Blanc-Brude Director No September 20, 2005 Isabelle Weill Director No September 20, 2005 Fimalac (permanent representative: Marc Ladreit de Lacharrière) Term of office expiration date Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2016 Director No May 22, 2013 Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2018 André Saint-Mleux Director Yes December 18, 2013, ratified by the Ordinary General Meeting of May 22, 2014 * See independent director qualification criteria in Chapter 3, paragraph Ordinary General Meeting called to approve the financial statements for the year ending on December 31, 2018 The other offices held by the directors in other companies are listed in paragraph 3.1.1, Chapter 3 hereof. The Board of Directors comprises two independent members in accordance with Recommendation No. 8 of the Middlenext Code. The Board comprises six men and one woman (with this figure including the permanent representatives of WMC and Fimalac). The percentage of female directors was 14.3% in In an effort to promote gender equality at work, NextRadioTV has started to look at what changes are needed to comply with the provisions of Law No of January 27, 2011 relating to the balanced representation of men and women in boards of directors and supervisory boards, and gender equality. NextRadioTV DOCUMENT DE REFERENCE

60 Corporate governance Appointment of directors Directors are appointed or reappointed by the General Shareholders' Meeting. They may be re-elected at the end of their term of office Term of office Directorships have a term of six years, expiring at the end of the Ordinary General Meeting called to approve the financial statements of the previous fiscal year, held during the year in which the term expires Age restrictions Board members having reached 70 years of age may not account for more than one third of the Board. If a director or permanent representative turns 70 when the Board has already reached the one third ceiling, the oldest director or permanent representative will be deemed to have resigned at the following Ordinary General Meeting. Currently, the average age of Board members is Directors' shares Each director must hold at least one share throughout their term in office, in compliance with Article 13 of the bylaws. If upon their appointment, a director does not own the minimum required number of shares, or if during their office they cease to own this number, they will automatically be deemed as having resigned should they fail to remedy the situation within six months. CORPORATE OFFICERS' SHARE OWNERSHIP AS AT DECEMBER 31, 2014 Corporate officers Number of Number of voting shares rights Alain Weill 1 2 WMC (1) 6,065,119 11,852,666 Isabelle Weill Alain Blanc-Brude (2) 745,374 1,472,191 Nicolas Ver Hulst Fimalac (3) 1 1 André Saint-Mleux Total 6,811,224 13,326,257 (1) Under the direct and indirect control of Alain Weill. (2) Controlled directly and indirectly through companies Monab and Apef Advisory CY SAM. (3) Fimalac Développement stock loan to Fimalac Operation of the Board of Directors Chairmanship of meetings In accordance with Article 12 of the bylaws, the Board of Directors appoints one of its members as Chairman, who must be a natural person. The Chairman organizes and leads the works of the Board, and then reports to the General Meeting. He supervises the proper operation of the Company's bodies and, in particular, ensures that the directors are able to fulfill their duties. The Chairman must be younger than 70. Should he turn 70 during his term of office, the Chairman is automatically deemed to have resigned at the end of the following annual Ordinary General Meeting. Meetings of the Board of Directors The Board of Directors sits as required by the Company's interests, and at least four times a year. During the fiscal year ended on December 31, 2014, the Board met six times. Notice of meeting The Chairman convenes the meetings, by any means, including orally. In addition, if the Board has not met for over two months, a number of directors representing at least one third of its members may ask that the Chairman call a meeting with a specific agenda. During the fiscal year ended on December 31, 2014, the average timeframe for convening Board meetings was five days. The attendance rate of Board members (present or represented) was 74% in the fiscal year ended on December 31, NextRadioTV DOCUMENT DE REFERENCE

61 Corporate governance The following persons are invited to attend Board meetings: members of the Board of Directors; four members of the Works Council delegated by the Council, including two members representing journalists, one representing managers and one representing ETAM categories (employees, technicians and supervisors). These members attend the Board's meeting in an advisory capacity; the Statutory Auditors, only in meetings called to review or approve the yearly or intermediate financial statements (in particular the approval of half-yearly statements), or any other item that would require their presence. Provision of information to the Board of Directors The Chairman ensures the correct operation of the Board of Directors. He makes sure the directors are able to fulfill their duties. At each meeting, the Chairman presents to the Board any material event and transaction having occurred since the previous Board meeting. The Chairman provides the Directors and Statutory Auditors with the drafts of regulated agreements falling under Articles L et seq. of the French Commercial Code. He also informs the Statutory Auditors of the Board's approval of any regulated agreement to be submitted for ratification to the Ordinary General Meeting. In addition, the Board of Directors is regularly informed by the Chairman and Chief Executive Officer of the decisions he plans to or has implemented in relation to the Company's General Management, in particular any decision relating to internal reorganization, external growth and/or disinvestment. It is also informed by the General Management of the use of any authorizations granted to it by the Board of Directors. The prior and ongoing provision of information to directors is an essential prerequiste for the correct execution of their duties. The Board of Directors carries out the verifications and checks it deems appropriate at any time during the year. To this end, each director may submit a request to the Chairman of the Board to be provided with the documents required to carry out his/her duties. The members of the Board of Directors are informed with sufficient notice of the issues they will be asked to discuss at Board meetings and also receive, within the same timeframe, the material required to understand the issues, so that they may carry out their duty in adequate conditions. Consequently, the Board's internal regulations establish that the Company's Chairman or CEO, or in this case the Chairman and Chief Executive Officer must provide each director, with sufficient notice, with all the documents and information needed to carry out his/her duties. For this purpose, each director may request from the Chairman and Chief Executive Officer essential information to appropriately address the items on the agenda of Board meetings, or any other information he/she may need to carry out his/her duties, within the applicable timeframes and subject to the material's confidentiality. A file containing the documents relevant to the main agenda items is delivered or sent by post to each director before the meeting: for meetings relating to the approval of yearly or half-yearly financial statements: the consolidated and parent company annual statements, the management report and estimates of management items; for all other meetings: any information enabling the directors to make informed decisions on the proposed agenda. Representation of the members of the Board of Directors Any director may delegate another director to represent him/her at a Board's meeting. The Board will establish at its absolute discretion whether the proxy - which can be granted by ordinary letter - is valid. Each director may only delegate one representative to the same meeting. This power was used nine times during the fiscal year ended on December 31, Videoconferencing and/or telecommunication In accordance with the Company's bylaws, the internal regulations establish that for the purposes of calculating the quorum and majority, directors taking part in Board meetings by videoconference or telecommunication means compliant with the applicable regulations are deemed to be in attendance. This rule does not apply to the following decisions: appointment, compensation, dismissal of the Chairman, Chief Executive Officer and Deputy Chief Executive Officers; approval of the yearly financial statements and consolidated financial statements, drafting of the Management Report and of the report on Group management. Prior to each meeting of the Board and on request of one or more directors, the Chairman may decide to authorize them to attend the meeting by videoconferencing or telecommunication means allowing their identification and their actual participation. All directors must submit their request with enough notice to enable the use of videoconferencing or telecommunication means. In this case, the locations the directors may use to take part in the meeting by videoconference will be specifically notified to the individual concerned. A director attending a meeting by videoconference or telecommunication means may represent another director, provided that on the day of the meeting the Chairman has received a proxy from the represented director. NextRadioTV DOCUMENT DE REFERENCE

62 Corporate governance Decision-making The decisions of the Board of Directors are taken by a simple majority vote of the members in attendance or represented. The Chairman has a casting vote in the event of a split vote. Deliberations (quorum) For deliberations to be valid, at least half of the directors in office must be present. Directors attending via videoconference or telecommunication means are taken into account for calculating the quorum, unlike represented directors. Board deliberations are recorded in minutes entered in a special ledger, and signed by the meeting's Chairman and by at least one director. Extracts or copies of the minutes are validly certified by the Chairman Chief Executive Officer, the director temporarily carrying out the duties of Chairman or an officer authorized for this purpose or a liquidator if the copies or extracts need to be issued during liquidation. The minutes of the previous meeting are submitted to the directors' vote at the start of the following meeting. Assessment In accordance with Recommendation No. 15 of the Middlenext Code, the Board of Directors' internal regulations require the Board to dedicate once a year one item on its agenda to its operation, in particular to (i) assess the quality and effectiveness of the Board's discussions, (ii) to appraise the actual role of the Board of Directors in carrying out its duties, and (iii) to analyze the causes of any dysfunctions identified by the Chairman, directors or shareholders Duties of the Board of Directors Duties of the Board of Directors In addition to the powers bestowed by law, the Board of Directors: determines the overall business strategy of the Company and supervises its implementation; reviews all matters that are related to the smooth running of the Company, governing such affairs through its deliberations; carries out the checks and verifications it deems appropriate. Prior authorizations of the Board of Directors In accordance with the applicable laws, the Company's Chairman CEO may only grant sureties, endorsements and guarantees on behalf of the Company after obtaining the prior authorization of the Board of Directors, which may set every year a general threshold or an amount per guarantee, below which its authorization is not required. This rule applies to transactions executed by both the Company and its subsidiaries. Lastly, a prior authorization by the Board of Directors is required for any regulated agreement in accordance with Articles L et seq., as well as with Article L of the French Commercial Code, for any commitment made in favor of the Chairman and Chief Executive Officer or a Deputy Chief Executive Officer and corresponding to compensation or benefits due when they cease to hold office or thereafter Activity of the Board of Directors during the fiscal year ended on December 31, 2014 During the year ended on December 31, 2014, the work of the Board of Director focused in particular on the following items: January 27, 2014 Approval of minutes of prior Board meeting. Presentation of Q revenue. Presentation and review of NextRadioTV Group 2014 budgets. Establishment of a Compensation Committee. Establishment of an Audit Committee. Sundry items. March 24, 2014 Approval of minutes of prior Board meeting. Review and approval of the consolidated financial statements for the fiscal year ended on December 31, Review and approval of the parent company financial statements for the fiscal year ended on December 31, Proposed allocation of the earnings of the fiscal year ended on December 31, Increase of compensation for the Chairman and Chief Executive Officer. NextRadioTV DOCUMENT DE REFERENCE

63 Corporate governance Allocation of attendance fees for Review of the proposal to fix the overall amount of attendance fees allocated to the Board of Directors for Authorization of an agreement under Article L of the French Commercial Code. Review of the list of agreements and undertakings under Articles L et seq. of the French Commercial Code. Review and approval of the summary table of current delegations and authorizations. Convening of an Ordinary and Extraordinary Shareholders' Meeting. Review and approval of the text of draft resolutions to be submitted to the Ordinary and Extraordinary Shareholders' Meeting. Sundry items. April 29, 2014 Approval of minutes of prior Board meeting. Presentation of Q revenue. Authorization of an agreement under Article L of the French Commercial Code. Finalization and approval of the agenda and convening of the Ordinary and Extraordinary Shareholders' Meeting of May 22, Finalization and approval of the text of draft resolutions to be submitted to the Ordinary and Extraordinary Shareholders' Meeting of May 22, Review and approval of various reports in preparation for the Ordinary and Extraordinary Shareholders' Meeting of May 22, 2014, including the annual financial report, the special report on the transactions executed by NextRadioTV on its shares, the table of NextRadioTV's financial results in the last five financial periods and the special report drafted in accordance with Article L of the French Commercial Code. Presentation of the Chairman's report on internal control procedures Yearly assessment of the Board's work. Sundry items. July 28, 2014 Approval of minutes of prior Board meeting. Presentation and review of the consolidated financial statements for H Authorization of three agreements under Article L of the French Commercial Code. Acknowledgment of the capital increase decided during the Combined General Meeting of May 22, 2014 and cancellation of 578 shares unduly issued following a clerical error. Adjustments of rights of holders of securities giving access to the Company's share capital. Authorization to be given to the Chairman to negotiate and, if applicable, enter into an agreement with staff representative bodies under Law No of July 28, Update of the internal regulations of the Board of Directors. October 15, 2014 Approval of minutes of prior Board meeting. Presentation of Q revenue. Drafting of an information document on Next's Economic and Social Unit (ESU) Works Council, which will be consulted in relation to strategic guidelines under Article L of the French Labor Code. Sundry items. December 10, 2014 Approval of minutes of prior Board meeting. Authorization to issue bonds Limitations to the powers of the Chief Executive Officer The Board of Directors has chosen not to separate the roles of Chairman of the Board of Directors and CEO. The Chairman and Chief Executive Officer has the powers vested in him by law. Thus, he has the widest powers to act on behalf of the Company in all circumstances. The Board of Directors has not put any limitations on the CEO's powers. At the recommendation of the CEO, the Board of Directors may appoint one or more Deputy Chief Executive Officers. Currently there are no Deputy Chief Executive Officers. NextRadioTV DOCUMENT DE REFERENCE

64 Corporate governance Rules for determining the compensation of corporate officers Compensation of corporate officers In order to comply with the provisions of paragraph 8, Article L of the French Commercial Code, this report illustrates the governance rules used to determine all types of compensation granted to the Company's corporate officers. The compensation and benefits in kind paid by the Group for the fiscal years closed on December 31, 2013 and December 31, 2014 are as follows: Compensation of Alain Weill, the Company's Chairman and Chief Executive Officer ( ) Compensation due for the year* (as detailed in the table below) 373, ,330 Valuation of options awarded during the fiscal year None None Valuation of performance shares awarded during the fiscal year None None Total 373, ,330 * In addition to this amount, 415,748 were due as overall compensation for 2014 and 392,816 as overall compensation for 2013 by the controlling entity News Participations pursuant to Article L of the French Commercial Code. DETAILS OF COMPENSATION ( ) Fiscal year 2014 Fiscal year 2013 Amounts payable Amounts paid Amounts payable Amounts paid Fixed compensation (1) 320, ,000 Variable compensation Extraordinary compensation (2) 53,330 33,330 33,330 Allocated attendance fees (3) 9,000 Benefits in kind (4) Total 62, ,330 33, ,000 (1) In addition to this amount, 347,592 were due as fixed remuneration for 2013 and 2014 by the controlling entity News Participations pursuant to Article L of the French Commercial Code. (2) In addition to this amount, 35,000 were due as extraordinary compensation for 2013 and 57,932 as extraordinary compensation for 2014 by the controlling entity, News Participations, pursuant to Article L of the French Commercial Code. (3) Amount of attendance fees proposed for They will be allocated and paid subject to the approval of the overall package at the General Meeting of May 21, (4) In addition to this amount, 10,224 in benefits in kind were due for 2013 and 2014 by the controlling entity, News Participations, pursuant to Article L of the French Commercial Code. Alain Weill has no employment contract with the Group's companies and is not entitled to any non-compete compensation. The Group does not have a deferred compensation program for its executive officers. In particular, there is no specific supplementary retirement plan or severance payment. There are no other commitments made vis-à-vis the corporate officers corresponding to compensation items, or financial consideration or benefits due upon the termination or modification of their position or thereafter. Attendance fees and compensation of non-executive corporate officers The General Meeting of May 22, 2013, deliberating in accordance with the quorum and majority requirements for ordinary general meetings and having read the management report, fixed the amount of the attendance fees allocated to Board members at 30,000 until the end of the 2013 fiscal year. Said attendance fees were paid during 2014 as stated below. Furthermore, in accordance with Recommendation No. 14 of the Corporate Governance Code for small and medium companies (known as the MiddleNext Code), the Board of Directors, upon a proposal of the Compensation Committee, decided to submit the overall attendance fees' package for 2014 to the vote of the Ordinary General Meeting called to approve the financial statements for the period ended on December 31, 2014, so that the regular attendance of Board members and the time they dedicate to their position may be taken into account when setting the overall amount of attendance fees. The rule adopted by the Board of Directors for the distribution of the attendance fees due for 2014 is as follows: 1,500 per director and per meeting. Consequently, the overall amount of attendance fees to be approved by the Shareholders on May 21, 2015 is 48,000. NextRadioTV DOCUMENT DE REFERENCE

65 Corporate governance Overall yearly amount of compensation allocated or proposed for non-executive corporate officers for 2013 and 2014 ( ) Non-executive corporate officers Alain Blanc-Brude Amount proposed (3) for 2014 Amount allocated (2) for 2013 Attendance fees 9,000 6,000 Other compensation None None Isabelle Weill Attendance fees 6,000 6,000 Other compensation (1) 120, ,000 Nicolas Ver Hulst Attendance fees 7,500 6,000 Other compensation None None WMC Attendance fees 9,000 6,000 Other compensation None None Fimalac Attendance fees None 3,000 Other compensation None None Pierre Médecin Attendance fees None 2,000 Other compensation None None André Saint-Mleux Attendance fees 7,500 1,000 Other compensation None None Total 159,000 30,000 (1) Isabelle Weill's fixed compensation was paid under an employment contract. (2) Amounts due for 2013; attendance fees were paid following the General Meeting of May 22, (3) Amounts of attendance fees proposed for They will be allocated and paid subject to the approval of the overall package at the General Meeting of May 21, Bonus share allocations The bonus share allocation plans granted by the Company to its employees and corporate officers are detailed in Chapter 7, paragraph (Note ) while Chapter 5, paragraph 5.5, Note presents the plans' history Participation of shareholders in the General Meeting The shareholders' attendance at general meetings is governed by Article 22 of the bylaws. The shareholders' right to take part in the general meetings is conditional upon registration of the shares in accordance with the conditions and within the time limits provided for under the current regulations Elements likely to have an impact in the event of a public offer These elements are illustrated in Chapter 7, paragraph of the Registration Document and form an integral part of the Management Report attached thereto Internal control and risk management This report illustrates the internal control and risk management procedures put into place by the Group. The mechanisms described below apply to the parent company, NextRadioTV, and to all subsidiaries included in the consolidation scope over which it has majority control. NextRadioTV DOCUMENT DE REFERENCE

66 Corporate governance Risk identification and response In accordance with the definition given in the AMF's Reference Framework, risk is the possibility of an event occurring and entailing consequences likely to affect the Company's people, assets, objectives and reputation, or the environment. The Company is exposed to different types of risks, as described in Chapter 1, paragraph 1.5 of this Registration Document. Crossover services, and especially the Financial, Legal and Human Resources Department, verify the actual implementation of the internal control procedures described below and submit recommendations to the General Management in relation to the adoption of new procedures Definition and objectives of internal control Risk management is a dynamic system, designed and implemented under the Company's supervision, by the operations, financial and legal managers of the Group's different management departments by means of a range of resources, procedures, behaviors and actions aimed at ensuring with reasonable confidence that the Group's objectives are met. The internal control and risk management objectives are: to help the Group reach its goals, by ensuring that the instructions and strategies envisioned by General Management are applied; to ensure the Group's and its brands' values are respected and preserved; to rally the Group's employees around a shared vision of the challenges and risks associated with the Group's business; to ensure the Group's procedures are applied properly and complied with; to ensure the reliability of the accounting, financial and management data communicated to the management of subsidiaries, General Management, the Board of Directors and the shareholders; to ensure that any behavior, actions and transactions are in line with the Group's internal rules and with the applicable laws and regulations; to prevent and identify any errors and irregularities Organization of internal control and risk management The Group's organization serves as a basis for the overall internal control system. It has been designed around three pillars: General Management, the subsidiaries' Operations Management and the crossover services. This triangular organization makes it possible to optimize the overall cost structure, ensuring, at the same time, a high level of reactivity and strategic flexibility for the Group/Company in its competitive environment. GROUP STRUCTURE AS AT DECEMBER 31, General Management The Group's Chairman and Chief Executive Officer decides, jointly with the Board of Directors, on the major matters relating to the Group's operations, and defines the main strategic guidelines. He rallies the Operations Management teams and crossover services around a shared vision of the objectives, challenges and risks pertaining to the Group's business. He establishes powers and responsibilities by delegating powers and granting signing authorities, clearly setting out the scope and decision-making level of the authorizations given to the Group's various operational and crossover players. To boost transparency and in compliance with Recommendation No. 12 of the MiddleNext Code, on January 27, 2014 the Board of Directors unanimously resolved to establish a Compensation Committee and an Audit Committee, with the working procedures and powers described in Chapter 3, paragraph NextRadioTV DOCUMENT DE REFERENCE

67 Corporate governance Operations Management By virtue of the authorizations granted by the Chairman and Chief Executive Officer, the Operations Management plays a significant role in each subsidiary in terms of decision-making and control procedures aimed at promoting the implementation of the instructions and guidelines set by the General Management. As a matter of fact, the Operations Management educates and mobilizes the employees to tackle all the challenges and risks pertaining to their subsidiary. The Operations Management oversees different types of departments based on the subsidiary and the type of business: writing, broadcasting, production, commercialization, marketing, promotion, etc. Like the General Management, it receives daily revenue reports and takes part in the monthly reporting meetings. It also actively participates in preparing the budget Crossover services The Group attaches great importance to the procedures designed and implemented by crossover services, which work together with all Group subsidiaries in the respective fields of expertise, thereby creating an operational link between Operations Management and General Management. The Group's main support services are supervised by the Deputy Chief Executive Officer and the Head of the Human Resources Department. They include a legal department, a financial department for the subsidiaries and one for the Group, as well as human resources, general services, technical services and information systems departments. These teams work together with external service providers, in particular in the areas of accounting, payroll, legal counseling and debt collection. By way of example, account keeping is outsourced to an external accounting consultancy firm External audit In addition to internal control, the Group's Statutory Auditors also periodically review the internal control procedures used within the Group. Pursuant to Article L of the French Commercial Code, they draft a report on the internal control and risk management procedures applicable to the preparation and processing of accounting information Internal control and risk management tools The Group is currently working to ensure the continuous improvement of its internal control system. The internal control mechanisms already in place or in development are described below Accounting and management tools Parent company and consolidated financial statements All Group subsidiaries use the same accounting information and decision-making systems (Talentia Finance and Talentia CPM, respectively), supplied by the external accounting firm. This information system meets high quality standards and thus contributes to the internal control procedures, in particular by checking accesses, data traceability and reliability, as well as making sure the same accounting system is applied across the Group. Accounting consolidation is also outsourced to an accounting advisory firm through a consolidation tool (Talentia CPM consolidation statutaire). The contracted firm's accounting department regularly informs the Group's and the subsidiaries' financial departments of the accounting rules and methods to be applied to prepare the parent company and consolidated financial statements. This also applies to any changes to the tax regulations applicable to the different statements to be drafted by the Group. These statements are also prepared by the accounting consultancy firm, with the exception of social security declarations. The accounting firm also prepares a statement of accounts for all the subsidiaries once a month, which is used as the basis for the monthly reports. In addition, it prepares the half-yearly and annual consolidated financial statements in accordance with IFRS. Each semester, before the accounts are closed, the main accounting options are presented to the Group's Financial Department, the Deputy Chief Executive Officer and the Statutory Auditors. The half-yearly and annual consolidated financial statements are approved by the Board of Directors, which is informed by the Statutory Auditors of the findings of its work. The Group regularly checks the status of its off-balance-sheet commitments, as detailed in Note 10.4 to paragraph 5.5 of Chapter 5 of this Registration Document. Monthly and specific reports Each month, the internal management teams prepare accounting, management and consolidated reports in cooperation with the accounting consultancy firm. The reports include the revenue and operating expenses by activity. They also include a detailed comparison of the monthly and accrued figures against the budgets for the current year and actual N-1 figures, as well as an analysis of any material differences and variations. Particular attention is given to the book revenue, which is reconciled with and validated monthly against the sales data extrapolated from the in-house software for managing the marketing of advertising spaces. Lastly, the reports are presented monthly to the General Management, with a more in-depth review on a quarterly basis. Consequently, the monthly reports make it possible to assess if the results are in line with the targets set by General Management and to put into prospective the contribution of each business to the Group's overall performance. NextRadioTV DOCUMENT DE REFERENCE

68 Corporate governance In addition to the monthly reports, specific reports are also drafted and submitted to the Chairman and Chief Executive Officer, the Deputy Chief Executive Officer and the main operations and crossover decision-makers. The accounting consultancy firm supplies a daily statement of the Group's consolidated cash position and a daily statement of the Group's income. The Financial Department of the advertising network draws up a daily report of advertising revenue. The Legal Department prepares a monthly report on the breakdown of the share capital and voting rights. The Marketing Department of the advertising network drafts weekly audience reports. The Financial Department of the advertising network prepares monthly appraisals of the DSO (Days Sales Outstanding). Annual budget and three-year business plan The Group's budgets are prepared during the last quarter of the fiscal year. The budget preparation process begins with so-called "strategic axes" meetings, aimed at setting out the main qualitative and quantitative guidelines of the annual budget for each subsidiary, in the presence of the General Management, the subsidiary's Operations Management and General Manager. Then each Operations Management team, working together with the subsidiary's General Manager prepares a budget based on the chosen guidelines. Several successive versions of the budgets are submitted to the Group's General Management, up until the validation stage. Each time a new version of the budget is issued, the Group's Financial Department prepares a Group's consolidated budget. It's the final version of this consolidated budget that is submitted to the Board of Directors. After being approved by the Board of Directors, the Group's consolidated budget is incorporated in the reporting tools so that it can be monitored monthly. Once a year, the Group's Operations Management teams meet in a focus group to review a three-year plan on the basis of the data prepared by the different General Managers of the subsidiaries. This three-year plan is used as a basis for impairment tests and as reference when preparing the budget for the following year Financial communication tools The Group's Financial Department ensures that financial communications are made within the required timeframes and in compliance with the applicable laws and regulations. The documents it divulges are validated by the Group's Financial Department, the Deputy Chief Executive Officer, the Chairman and Chief Executive Officer and, in the event of half-yearly and yearly press releases, by the Board of Directors The communications can be divided into the following categories: periodical financial press releases (quarterly data, half-yearly and yearly results) and specific press releases in the case of particularly significant events (cancellation of treasury shares, external growth); half-yearly and annual results; the Registration Document. The Group's Registration Document is filed with the AMF after the accounting and financial information has been verified and the whole document has been reviewed by the Group's Financial Department, the Deputy Chief Executive Officer and the Statutory Auditors. Information for the public is divulged through an AMF-accredited broadcaster and published on the Group's website: Dematerialization tools The Group strives to improve compliance with, the reliability and the effectiveness of certain procedures by implementing dematerialization solutions. In particular, in 2014 crossover services proceeded to dematerialize the flows of expense claim, spending commitment and exchange order forms, as well as invoice validation receipts. In most cases, dematerialization entails significant changes to the existing procedures and, therefore, long adjustment times for employees. The technical deployment of these solutions begins with a testing stage on a population sample representing the Group's different job categories, followed by a deployment stage in one subsidiary before general implementation across the Group. The corporate social network Nextbook was launched in early April 2014 to grant all employees access to the internal information they require to carry out their duties, to promote the sharing of information and to expand the application of Group procedures. In addition to this, general information is sent regularly by to all employees (audience data, results) Charters and warning notices An IT Charter has been drawn up and distributed to the employees. It describes the main rules to be complied with and necessary precautions when using computer and internal communication tools and systems. In accordance with AMF Recommendation No , the Group has put into place preventative measures to monitor any transactions made on NextRadioTV securities by corporate officers, executive officers and employees. These measures translate, first of all, into limited access to information: limited participation to strategic meetings, use of code names for certain transactions, verification of IT access rights for confidential files. These preventative measures also include a calendar of financial communications, which is published on the Group's Internet site: yearly and half-yearly financial statements, quarterly reports. Lastly, the legal team is charged with updating the list of insiders, who receive a written document stating the main obligations of persons who have access to privileged information and the so-called "negative windows", i.e. periods during which all transactions on NextRadioTV securities are prohibited. NextRadioTV DOCUMENT DE REFERENCE

69 Corporate governance 3.4 Statutory Auditors' Report, drafted in accordance with Article L of the French Commercial Code, on the Report of the Chairman of the Board of Directors Fiscal year ended on December 31, 2014 To the Shareholders, NextRadioTV 12, rue d Oradour-sur-Glane Paris In our capacity as Statutory Auditors of NextRadioTV, and in accordance with the provisions of Article L of the French Commercial Code, we hereby present our report on the report prepared by the Chairman of your Company in accordance with the provisions of Article L of the French Commercial Code, for the fiscal year ending December 31, The Chairman is responsible for preparing, and submitting for the Board of Directors' approval, a report on the internal control and risk management procedures implemented within the company and providing other information required by Article L of the French Commercial Code, particularly with regard to corporate governance. We are responsible: for notifying you of any observations we may have as to the information contained in the Chairman's report and relating to the Company's internal control and risk management procedures in relation to the preparation and processing of financial and accounting information; and for certifying that the report includes the other disclosures required by Article L of the French Commercial Code. Please note that we are not responsible for verifying the fair presentation of such other disclosures. We performed our work in accordance with professional standards applicable in France. Information relating to the Company's internal control and risk management procedures in relation to the preparation and processing of financial and accounting information Our professional standards require the implementation of procedures designed to assess the fair presentation of information regarding internal control and risk management procedures for the preparation and processing of the financial and accounting information contained in the Chairman's report. These procedures involve, in particular: gaining an understanding of internal control and risk management procedures for the preparation and processing of the financial and accounting information on which the information contained in the Chairman's report is based as well as of existing documentation; gaining an understanding of the work performed as a basis for preparing such information and existing documentation; determining whether any major weaknesses that we may have identified in the course of our work, in relation to internal control and risk management procedures for the preparation and processing of financial and accounting information, have been disclosed appropriately in the Chairman's report. Based on this work, we have nothing to report on information relating to the Company's internal control and risk management procedures for the preparation and processing of the financial and accounting information contained in the Report of the Chairman of the Board of Directors, prepared in accordance with the provisions of Article L of the French Commercial Code. Other disclosures We hereby attest that the report of the Chairman of the Board of Directors includes the other disclosures required by Article L of the French Commercial Code. Neuilly-sur-Seine, April 30, 2015 The Statutory Auditors PricewaterhouseCoopers Audit Xavier Cauchois Deloitte & Associés Fabien Brovedani NextRadioTV DOCUMENT DE REFERENCE

70 Corporate governance 3.5 Special Statutory Auditors' Report on regulated agreements and commitments General Meeting called to approve the financial statements for the fiscal year ending on December 31, 2014 To the Shareholders, In our capacity as your Company's Statutory Auditors, we hereby present our report on regulated agreements and commitments. We are responsible for notifying you, based on information provided to us, of the main characteristics and terms of the agreements and commitments of which we have been advised or which we may have discovered during our audit, without being obliged to express an opinion on their usefulness and appropriateness or identifying the existence of other agreements and commitments. You are responsible, in accordance with Article R of the French Commercial Code, for assessing whether such agreements and commitments are beneficial and should be approved. In addition, we are responsible, where appropriate, for notifying you of the information required pursuant to Article R of the French Commercial Code relating to the implementation of agreements and commitments already approved by the General Meeting over the last fiscal year. We implemented the procedures that we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) in relation to this audit. These procedures consisted of cross-checking the information provided to us with the relevant source documents. Agreements and commitments submitted for approval by the General Meeting Agreements and commitments authorized during the fiscal year Please note that we have not been informed of any agreements and commitments authorized during the previous fiscal year to be submitted for the approval of the General Meeting in accordance with Article L of the French Commercial Code. Agreements and commitments previously approved by the General Meeting Agreements and commitments approved during the course of previous fiscal years and remaining in force during the fiscal year In accordance with Article R of the French Commercial Code, we have been informed that the following agreements and commitments, previously approved by General Meetings in prior fiscal years, remained in force during the fiscal year. Management agreement between News Participations and NextRadioTV Agreement signed on November 8, 2006 and renewable on an annual basis. Amendment No. 6 of March 24, 2014, relating to compensation for the service provision, was authorized by the Board of Directors on March 24, 2014, with retroactive effect from January 1, Benefit of this agreement: News Participations provides NextRadioTV with management and support services. Financial terms: News Participations invoiced NextRadioTV for the sum of 1,919,000, excl. tax, for the fiscal year ending December 31, Contacts: Alain Weill and WMC. Advisory and support agreement between NextRadioTV and RMC Agreement signed on November 1, 2002, automatically renewable. Benefit of this agreement: NextRadioTV is charged with providing RMC with critiques relating to both its internal and external strategic development, and with providing the Company with assistance in its accounting, tax, legal, social and financial management. Financial terms: NextRadioTV invoiced RMC for the sum of 3,081,867, excl. tax, for the year ending December 31, 2014: Contact: Alain Weill. Neuilly-sur-Seine, April 30, 2015 The Statutory Auditors Deloitte & Associés Fabien Brovedani PricewaterhouseCoopers Audit Xavier Cauchois NextRadioTV DOCUMENT DE REFERENCE

71 Corporate governance 3.6 List of NextRadioTV agreements with wholly owned subsidiaries (Fiscal year ended on December 31, 2014) Following the entry into force of Decree No of July 31, 2014, "Agreements executed during prior fiscal years which remained effective during the last fiscal year are reviewed each year by the Board of Directors and communicated to the Statutory Auditors [ ] (Article L of the French Commercial Code). Article L of the French Commercial Code, as amended, also establishes that the prior authorization procedure set out by Article L of the same code no longer applies to agreements executed between two companies if either of them holds, directly or indirectly, 100% of the other company's share capital (Article L of the French Commercial Code). Under Decree No , the Board of Directors may decide not to review the agreements entered into with wholly owned subsidiaries authorized before August 2, 2014 and now excluded from the scope of regulated agreement control. Against this background, at its meeting on January 22, 2015, the Board of Directors, deeming it had been duly informed of all agreements as they were entered into during the preceding fiscal years with subsidiaries owned at 100% by NextRadioTV, directly or indirectly, decided not to carry out a yearly review of said agreements as provided for in the aforementioned Article L of the French Commercial Code. However, and with a view to keeping a detailed account of flows with the subsidiaries in compliance with AMF recommendations, a detailed list of the agreements entered into between the Company and its wholly owned subsidiaries is included below. Advisory and support agreements between NextRadioTV and Business FM, BFM TV, RMC Sport, RMC Régie and 01 Régie (now merged in NextRégie), NextInteractive, CBFM, RMC BFM Production and RMC Découverte. NextRadioTV invoiced the following amounts under these agreements in 2014: Business FM 927,936 (excluding tax) BFM TV 3,765,059 (excluding tax) RMC Sport 824,574 (excluding tax) RMC Régie (until September 30, 2014) 1,117,607 (excluding tax) 01 Régie (until September 30, 2014) 189,623 (excluding tax) NextRégie (from October 1, 2014) 297,011 (excluding tax) NextInteractive 1,174,217 (excluding tax) CBFM 402,700 (excluding tax) RMC BFM Production 89,366 (excluding tax) RMC Découverte 908,433 (excluding tax) Centralized cash management agreement between NextRadioTV and each of its subsidiaries, executed on December 31, 2005 and extended to each new subsidiary as it was established or acquired. Tax consolidation agreement between NextRadioTV and each of its subsidiaries, executed on March 28, 2011, with the following retroactive effective dates: Business FM: January 1, 2006 NextInteractive: July 1, 2007 Groupe Tests Holding: July 1, 2007 Pôle Electro: January 1, 2009 BFMTV: January 1, 2006 RMC Régie: January 1, 2006 RMC: January 1, 2006 RMC Sport: January 1, 2009 CBFM: January 1, 2011 RMC BFM Production: January 1, 2011 NextDev: January 1, 2011 RMC-BFM Edition: January 1, 2011 RMC Découverte: January 1, 2011 BFM Business TV: January 1, 2011 NewCo 3: January 1, 2014 NextRadioTV Production: January 1, Régie: July 1, 2007 NextRadioTV DOCUMENT DE REFERENCE

72 4 Comments on the fiscal year 4.1 Analysis of operations and consolidated results Highlights Market trends Results of Group operations Cash flows Cash flows from operating activities Cash flows from investment activities Cash flows from financing activities Financial structure Other information pertaining to the 2014 fiscal year Reliance on marketing, industrial or intellectual resources Research and development Real estate Key contracts Recent developments and outlook Recent trends Outlook Profit forecasts or estimates Results of the NextRadioTV parent company NextRadioTV DOCUMENT DE REFERENCE

73 Comments on the fiscal year 4.1 Analysis of operations and consolidated results Highlights Creation of new NextRadioTV subsidiaries On February 11, 2014, NextRadioTV created a new subsidiary, NewCo 3, whose business is the design, creation, development, sale and management of multimedia products Disposals and acquisitions On December 4, 2013, La Chaîne Techno's sole shareholder decided on its dissolution without liquidation pursuant to Article of the French Civil Code. The transfer of all assets to NextInteractive was completed on January 21, Other events To simplify, streamline and optimize the work of the different businesses, a merger operation of RMC Régie into NextRégie took place retroactively on January 1, Market trends The TV market in France The television landscape is undergoing significant change Since March 31, 2005, the arrival of DTT has expanded and considerably shaken up the French television scene: following the CSA's call for applications, nine new channels were launched in 2005, followed by six new HD channels in These six new channels have experienced significant growth in audience share (audience up by 1.5% between 2013 and 2014) at the expense of previously created channels. The share in terrestrial DTT reception continues to fall as evidenced by the fact that two-thirds of the French population receives television signals through other means of reception (1). Conversely, broadband/fiber optic continues its expansion with a 41.5% penetration rate (+1.6 points in one year) of connected viewers. At the present time, 82% of French households own an HD-capable television (2). The growth of multi-screen households also provides new opportunities for broadcasting. Thus, 44% of individuals with at least three screens (TV + computer + tablet or smartphone) already watch either live or recorded programs on TV and on at least one additional screen (3). The government has also decided to transfer the 700 MHz band to the electronic telecommunications sector, involving a restructuring of the DTT products, which should lead to a reduction in the number of multiplexes. This restructuring may take place as early as April 2016, the date the Prime Minister, in his December 10, 2014 press release, set for the universal application of the MPEG-4 coding standard for the entire DTT platform. The Group is actively involved in these efforts and takes particular care to ensure that the terrestrial platform remains attractive. In order to anticipate these changes and following discussions, CSA specified the multiplexes likely to be affected by the ongoing deployments in a letter dated April 7, Although the R7 multiplex is not being challenged during the ultimate phases of its deployment, the Board officially recorded the postponement of the commissioning of the broadcasting facilities of the R8 multiplex for phase 12, a postponement that may potentially be expanded to include phase 13, at least until fall Although the transfer of the 700 MHz band is planned for between 2017 and 2019, the auction of the frequencies should take place during December 2015 (see Chapter 1, paragraph ). The government is also considering modifying the channels' investment quotas for TV production and has submitted a draft decree for the CSA's review, amending the system for contributing to the production of television services' audiovisual work. The CSA rendered opinion No on this topic last December 2. The decree is currently being reviewed by the Conseil d État. If it is adopted by the Conseil, RMC Découverte may see a modification of the application criteria for its current investment requirements in documentary production. (1) Only 28.5% have terrestrial reception only, the remainder have a double mode of reception with ADSL, cable or satellite Source: Home Devices T Based on: All households/médiamétrie. (2) Monitoring of household audiovisual equipment, first half of 2014, CSA. (3) Global TV wave 13 from April 14 to June 29, 2014 Based on: Individuals15+/Médiamétrie. NextRadioTV DOCUMENT DE REFERENCE

74 Comments on the fiscal year During February 2015, several media groups, including M6 through its Chairman, Nicolas de Tavernost, demanded a "Macron 2" law to reform the audiovisual sector, making a particular point that the abundance of channel authorizations has led to a drop in advertising revenues for the channels already in existence. This law could also reform the video-on-demand sector, media chronology, and even the taxes on repeat broadcasts. Finally, last April 16, the Senate adopted, during the review of the bill for growth and business proposed by the Minister Emmanuel Macron, an amendment on the numbering of local and national terrestrial channels. Rallying behind the position recently expressed by the CSA, the senators approved the proposal submitted by the UMP elected representative, Jean-Pierre Leleux. Until then, television services distributors could limit themselves, pursuant to Article 34-4 of the law of 1986, to offering a numbered order deemed "logical" for terrestrial channels, meaning the 25-channel block of the DTT in the channel order attributed by the CSA, but only for the beginning of the hundreds featured in their service plans. The amendment voted by the Senate now includes a requirement for the distributors to offer this logical order by default from the start of service, and to also offer, on an optional and reversible basis, a different type of numbering. This numbering must be fair, transparent, homogeneous and non-discriminatory, in accordance with the text of the amendment, and these criteria will be subject to CSA oversight. If this amendment is definitively adopted by the Parliament, these provisions will become effective on January 1, A key mass media for the French population and advertisers In 2014, 95.7% of households had televisions. Its market share was 24.85% of the French advertising market in 2014 (1) advertising revenue remained stable at (+0.1% vs. 2013) at 3.22 billion. and its Since television is a mass media, the main advertisers represent high-consumption industries as demonstrated by the sectoral breakdown of total gross investments by advertisers in television for 2013 and TOP 10 TELEVISION ADVERTISING SECTORS % share of TV market Change (pts) Food Hygiene & beauty Cars & transportation (0.1) Distribution Banking & insurance (0.1) Telecommunications (0.4) Travel & tourism Culture & recreation Publishing (0.2) Health (0.1) Top Kantar 2014, % of total gross advertising space purchased The radio market in France The diversity of the radio scene Most of French radio is still analog and uses either frequency modulation (FM) or amplitude modulation (AM). FM networks account for the majority of the audience. The AM audience share is steadily decreasing while listening to the radio in connected mode via wired internet on computers or wireless, 3G or 4G networks on smartphones or tablets is increasing considerably. Currently, 5,158 frequencies, shared among 854 operators, are allocated to the private sector and 2,388 frequencies are reserved for the public sector. Five groups generate nearly 80% of the total audience of some 1,000 private radio stations: NextRadioTV, Lagardère Active (Europe 1, Virgin Radio, RFM), NRJ Group (NRJ, Chérie FM, Rire et Chansons, Nostalgie), RTL (RTL, RTL 2, Fun Radio) and Skyrock. The progress of the project on DTR is discussed in Chapter 1, paragraph 1.5 ( ). The preferred media in France As a media that is free and accessible to all, radio continues to experience extraordinary success. Its cumulative audience, according to Médiamétrie (126,000 Radio Study), was 82.3% on weekdays for the November-December 2014 period, which represents more than 43 million French people over the age of 13. Virtually all of these individuals own at least one device that enables them to listen to the radio in their household, including their car. Mobility and portability contributed to the extraordinary popularity of radio. It is part of most moments of the daily lives of its listeners and the ways to listen continue to evolve as a result of the continuing growth in mobile media users. (1) REP France Pub NextRadioTV DOCUMENT DE REFERENCE

75 Comments on the fiscal year Business model of commercial radio stations and the radio advertising market French commercial radio stations are entirely free for listeners and are exclusively financed by advertising. This means that the measurement of audiences by Médiamétrie provides an essential management tool for advertising agencies in charge of marketing the advertising space of radio stations. In 2014, revenue from radio advertising in France was 726 million (1), a decrease of 1.4% from Nationwide advertising represents more than 78% of all radio revenue. Radio remains an attractive media for advertisers due to several of its specific characteristics: moderate cost compared with other media, responsiveness, a very short turnaround time between the decision to communicate and the broadcast of the advertisement, the density of the target audience reached and a stronger promotional profile. Radio is particularly well-suited to communicating prices and promotions. Based on available data, limited to the gross revenue (before various discounts) of radio stations, the top 10 radio advertising sectors are presented in the table below. TOP 10 RADIO ADVERTISING SECTORS % share of radio market Change (pts) Retail & Mail order Motor & transportation (110.1) Banking & insurance (87.8) Culture & recreation News & media Telecommunications Services Travel & tourism (39.3) Fashion & accessories Publishing (23.6) Top Kantar 2014, % of total gross advertising space purchased The digital market in France 54 million French people use the Internet, i.e. 83% of the population. They spend 4 hours and 7 minutes daily on the Internet via a PC or a laptop. 54% of individuals have a phone with internet access and they spend 58 minutes online per day (1). With billion in advertising revenues in 2014, the Internet (display and search) has confirmed its third position ranking behind television and the press (2). As for the mobile segment, it once again achieved the best advertising market growth, with an increase of 35% Results of Group operations The 2014 and 2013 consolidated financial statements were prepared in accordance with IFRS accounting standards and report the Print division sold on October 1, 2013 separately, in application of IFRS 5, for the 2013 fiscal year. The information contained in Chapters 1, 5 and 6 of this Registration Document must be taken into account when assessing the Group's operations Consolidated revenue and other income TV revenue In a market experiencing a slight pullback (-1%), the TV division recorded an increase of 23% in revenue over the entire year, a growth particularly bolstered by the increase in RMC Découverte's revenue, which more than doubled. The channel achieved a new record of 1.2% audience share in December and even reached 1.4% audience share during the last week of the year (Médiamétrie), a first in the history of HD DTT. With a 2.0% average annual audience share, BFMTV is showing progress for the 8 th consecutive year (Médiamétrie). In 2014, BFM Business TV achieved the highest revenue since its launch in (1) We are social Digital, Social and Mobile Worldwide in (2) IREP France Pub NextRadioTV DOCUMENT DE REFERENCE

76 Comments on the fiscal year Radio revenue The radio division outperformed the market by posting 4% revenue growth in Thanks to a year replete with sports and political events, RMC consolidated its position as the leading general-interest radio station for those under the age of 50 and, for the first time in its history, surpassed Europe 1 in the higher socio-professional categories (Médiamétrie November-December 2014 wave). BFM Business Radio is enjoying good sales momentum as well as the success of the 10 th edition of the BFM Business Awards that took place in the 4 th quarter. Digital revenue In 2014, the digital division posted a 3% decrease in revenue. The strong growth in video and mobile revenue over the entire year (+57%) helped to mitigate the decrease in traditional forms of display advertising (-13%). With 10.5 million videos viewed in November 2014 and a 52% lead over its nearest competitor (Médiamétrie), bfmtv.com is positioned as the leading video news brand on the web. The Group has achieved new mobile audience records with nearly 335 million mobile visits in 2014, an increase of 60% over Other activities revenue Following the disposal of the Print division in 2013, the revenue from the Other activities division primarily comprises the external business activities of the RMC Sport press agency and RMC BFM Production. Other operating revenues In 2014, this item comprised support for the development of online press services Operating expenses from recurring operations Operating expenses from recurring operations saw an increase of 11%, rising from 149,989,000 in 2013 to 166,803,000 in External costs increased by 19%, an increase chiefly due to additional costs incurred by the Group to cover 2014 political and sports events (municipal elections, European elections, Winter Olympic Games in Sochi and the World Cup in Brazil). Personnel costs increased by 5% and totaled 80,130,000 at December 31, The growth in net amortization and depreciation charges (+ 3,669,000) can be mainly attributed to the increase in net amortization of the RMC Découverte channel documentaries, which continues to expand its range of programs. ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) External costs (71,583) (60,114) 19% Taxes and duties (5,045) (4,394) 15% Personnel costs (80,130) (76,505) 5% Amortization and depreciation charges (11,506) (7,837) 47% Allocations to provisions 1,461 (1,139) n/a Total operating expenses from recurring operations (166,803) (149,989) 11% Revenue and other income 195, ,736 12% Operating expenses from recurring operations/revenue (%) 85.4% 86.3% Note: Net broadcast amortization charges for the BFM Business TV and RMC Découverte channels are included with the other operating expenses above EBITDA in the disclosure of financial data presented in financial indicators in Chapter 1 of this registration document, while they are recorded in the amortization charges in the IFRS consolidated financial statements presented above. It should also be noted that while the bonus shares are recorded under personnel costs in the IFRS consolidated financial statements presented above, they are recorded as "non-recurring" items among the financial indicators in Chapter 1 of this Registration Document. NextRadioTV DOCUMENT DE REFERENCE

77 Comments on the fiscal year The tables below detail the changes in operating expenses from recurring operations by division. TV operating expenses from recurring operations ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) External costs (42,871) (35,379) 21% Taxes and duties (2,759) (2,116) 30% Personnel costs (39,231) (35,988) 9% Amortization and depreciation charges (9,691) (6,262) 55% Allocations to provisions (183) (433) -58% Total operating expenses from recurring operations (94,735) (80,178) 18% Revenue 100,462 81,519 23% Operating expenses from recurring operations/revenue and other income (%) 94.3% 98.4% Note: The external costs of the TV division include the cost of supplying BFM Business TV content to BFM Business Radio. Net broadcast amortization charges for the BFM Business TV and RMC Découverte channels are included with the other operating expenses above EBITDA in the disclosure of financial data presented in financial indicators in Chapter 1 of this Registration Document, while they are recorded in the amortization charges in the IFRS consolidated financial statements presented above. The TV division posted an 18% increase in operational expenses due to the increase in RMC Découverte's transmission costs caused by the ongoing effort to launch HD DTT in France and the incidence of one-time costs for BFMTV, associated with the coverage of the many sports and political events that took place in Personnel costs increased by 9% and totaled 39,231,000 at December 31, The growth in net amortization and depreciation charges (+55%) can be mainly attributed to the increase in net amortization of the RMC Découverte channel documentaries, which continues to expand its range of programs. Radio operating expenses from recurring operations ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) External costs (22,451) (18,460) 22% Taxes and duties (1,497) (1,382) 8% Personnel costs (28,118) (27,646) 2% Amortization and depreciation charges (702) (763) -8% Allocations to provisions 823 (487) n/a Total operating expenses from recurring operations (51,945) (48,737) 7% Revenue and other income 77,943 74,968 4% Operating expenses from recurring operations/revenue (%) 66.6% 65.0% Note: Other operating revenues are included in external costs. The growth in external costs is mainly due to the additional adhoc costs for RMC, associated with news coverage in 2014, a year replete with sports and political events. NextRadioTV DOCUMENT DE REFERENCE

78 Comments on the fiscal year Digital operating expenses from recurring operations ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) External costs (5,673) (7,374) -23% Taxes and duties (570) (554) 3% Personnel costs (11,598) (10,648) 9% Amortization and depreciation charges (917) (584) 57% Allocations to provisions 555 (242) n/a Total operating expenses from recurring operations (18,202) (19,401) -6% Revenue and other income 14,831 15,192-2% Operating expenses from recurring operations/revenue and other income (%) 122.7% 127.7% Effective cost control measures resulted in a noticeable reduction in operational expenses (-6%), which stood at 18,202,000 at December 31, Profit from recurring operations The Group's profit from recurring operations totaled 28,510,000, a clear increase over 2013 when it stood at 23,747,000. The Group EBITDA (1) recorded a clear improvement at 33,838,000 versus 29,111,000 the previous year. Profit from recurring operations by business activity The tables below show revenue and profit from recurring operations by sector for the 2014 and 2013 fiscal years, derived from the Group's consolidated financial statements prepared in accordance with IFRS accounting standards, after restatement for 2013, pursuant to IFRS 5, of the Print division sold on October 1, The tables below represent the non-audited financial indicators (EBITDA, EBIT) for the years ended 2014 and TV ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) Revenue and other income 100,462 81,519 23% Profit from recurring operations 5,727 1,342 n/a Profit from recurring operations/revenue and other income (%) 5.7% 1.6% + cost of bonus shares and employer contributions % EBIT 5,766 1,374 n/a EBIT/revenue and other income (%) 5.7% 1.7% + amortization and depreciation charges 9,691 6,262 55% - documentaries (6,256) (2,550) n/a EBITDA 9,201 5,086 81% EBIT/revenue and other income (%) 9.2% 6.2% (1) Profit from recurring operations including net broadcast amortization charges, before deduction of the other net amortization charges, excluding bonus shares; for 2013, the data were restated for the Print division, which was sold on October 1, 2013 and after reallocating the rents and structural costs of the Print division to the ongoing operations. NextRadioTV DOCUMENT DE REFERENCE

79 Comments on the fiscal year Radio ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) Revenue 77,943 74,968 4% Profit from recurring operations 25,998 26,231-1% Profit from recurring operations/revenue and other income (%) 33.3% 35.0% + cost of bonus shares and employer contributions % EBIT 26,018 26,262-1% EBIT/revenue and other income (%) 33.3% 35.0% + amortization and depreciation charges % EBITDA 26,720 27,025-1% EBIT/revenue and other income (%) 34.3% 36.0% Digital ( thousands) 12/31/ /31/2013 Change 2014/2013 (%) Revenue and other income 14,831 15,192-2% Profit from recurring operations (3,372) (4,208) -20% Profit from recurring operations/revenue and other income (%) -22.7% -27.7% + cost of bonus shares and employer contributions % EBIT (3,359) (4,199) -20% EBIT/revenue (%) -22.7% -27.6% + amortization and depreciation charges % EBITDA (2,442) (3,615) -33% EBIT/revenue and other income (%) -16.5% -23.8% The TV division generated a positive EBITDA of 9.2 million, i.e. nearly double the 2013 EBITDA (1.8x). BFMTV recorded an increase of over 17% in its EBITDA. RMC Découverte posted an operating loss below 4 million. The radio division generated an EBITDA margin of 34%, one of the strongest profitability results in the sector. BFM Business Radio is consolidating its margins thanks to a good sales momentum and its synergies with BFM Business TV. Thanks to effective cost control measures, the digital division was able to reduce its EBITDA loss by 1.2 million in relation to 2013, despite a 3% drop in revenue Net profit Other operating income and expenses totaled - 925,000 at December 31, 2014 and mainly consisted of the disposal of old Group websites and the additional expenses for the restructuring associated with the closing of the Montpellier site. The cost of net financial debt was 970,000 for the 2014 fiscal year as compared to 1,142,000 for Financial charges recorded for 2014 consisted of interest on financial liabilities totaling 769,000, interest on financial lease contracts of 181,000, and bank and other financial charges of 77,000. Financial income totaled 56,000. At December 31, 2014, a tax expense of - 9,838,000 was recognized in relation to a tax gain of 11,264,000 for the previous year. It should be noted that the tax income for the 2013 fiscal year was chiefly due to the sale of the Print division. The net profit for the year therefore amounted to 16,777,000, compared to 8,058,000 in profit the previous year. Minority interests were allocated to the Treasury of Monaco, a 0.1% minority shareholder in RMC at December 31, NextRadioTV DOCUMENT DE REFERENCE

80 Comments on the fiscal year 4.2 Cash flows The table below shows the main cash flows for the 2014 and 2013 fiscal years, restated to take account of the contribution of the Print division sold on October 1, 2013 for the 2013 fiscal year, pursuant to IFRS 5. ( thousands) 12/31/ /31/2013 Change 2014/2013 Cash flows from operating activities* 34,548 28,846 5,703 Cash flows from investment activities (17,549) (15,452) (2,097) Cash flows from financing activities* (10,681) (1,160) (9,522) Change in cash and cash equivalents 6,318 12,234 (5,916) * Restated for cash flows for sold operations for the 2013 fiscal year. Note: While the purchases of the BFM Business TV and RMC Découverte channels' programs are presented above as well as in the consolidated financial statements under cash flows from investment activities, they are included in the change in working capital requirements (change in WCR) in the financial indicators in Chapter 1 of this Registration Document Cash flows from operating activities Cash flows from operating activities show a surplus of 34,548,000 for 2014 compared with the previous year's surplus of 28,846,000. After restatement of the cost of financial debt and the deferred tax charge, the 2014 self-financing capacity amounted to 40,728,000, a significant increase compared with 32,151 for the previous fiscal year. This increase clearly shows the progression in the Group's profit from recurring operations. The working capital for 2014 remained relatively stable in comparison to the previous year and recorded a 1,496,000 increase Cash flows from investment activities Cash flow from investment activities generated a usage of 17,549,000 for 2014, compared with a usage of 15,452 for the previous year. In 2014, capital expenditures for intangible assets totaled 13,554,000 (primarily for the acquisition of documentaries for RMC Découverte and BFM Business TV as well as the creation of the Group's new website under the bfmtv.com umbrella brand) and 3,168,000 for property plant and equipment (replacement of broadcasting equipment and installation of security tools) Cash flows from financing activities Cash flows from financing activities showed a usage of 10,681 thousand, consisting of net disbursements for the repayment of the financial liabilities of 7,707,000, the payment of 2,076,000 in dividends and the net interest paid of 969,000. NextRadioTV DOCUMENT DE REFERENCE

81 Comments on the fiscal year 4.3 Financial structure BREAKDOWN OF FINANCIAL DEBT AT DECEMBER 31, 2014 CHANGE IN SHARE BUYBACK AND DIVIDENDS SINCE 2008 CHANGE IN NET DEBT SINCE 2008 The Group was in a sound financial position at December 31, 2014, accompanied by low debt and 21.1 million in available cash. At December 31, 2014, the Group had confirmed available unused credit facilities of 25.3 million and other banking facilities totaling 7.0 million. 4.4 Other information pertaining to the 2014 fiscal year Reliance on marketing, industrial or intellectual resources The assessment of the Group's reliance on marketing, industrial and intellectual resources is included in Chapter 1, paragraph 1.5: reliance on marketing resources, see Chapter 1, paragraph 1.5.1; reliance on industrial resources, see Chapter 1, paragraph 1.5.2; reliance on intellectual resources, see Chapter 1, paragraph NextRadioTV DOCUMENT DE REFERENCE

82 Comments on the fiscal year Research and development The Group does not own any patents and does not operate any significant branding licenses for its activities. The Group deems that it is not dependent on any patents or licenses held by third parties. For intangible assets and in particular licenses, see Chapter 5, paragraph 5.5 (Notes 4.5 and 9.2) featured in the notes to the consolidated financial statements at December 31, Real estate The Group does not own any buildings. The premises used by the Group's companies are occupied under a commercial lease signed by NextRadioTV covering an entire building and housing all the companies within the Group in 7,660 sq. m. of office space ( and 4,100 m 2 of parking space) located at 12, rue d Oradour-sur-Glane, Paris 15. The lease for the offices in Montpellier to accommodate a portion of the NextInteractive employees (312 m 2 and 10 parking spaces) ended on July 31, There is no relationship between the lessor and the Company or any of its executive officers. For property, plant and equipment, see Chapter 5, paragraph 5.5 (Notes 4.6 and 9.3) Key contracts The key contracts signed by the Company with its suppliers and providers are as follows: a commercial lease, described in the preceding paragraph; broadcast contracts as described in Chapter 1, paragraph ; program purchasing contracts (audiovisual rights); finance lease agreements, see Chapter 5, paragraph 5.5 (Notes 9.3 and 9.12); confirmed credit facilities contracts, see Chapter 5, paragraph 5.5 (Note 10.1). The Group's leading supplier represents 9.1% of the operational expenses invoiced. The top 5 suppliers represent 19.8% of these charges and the top 10 represent 28.0%. 4.5 Recent developments and outlook Recent trends Since January 2015, NextRadioTV has been pursuing its first media for equity transaction with the company EasyCartouche, using the services of 5M Venures, the first media for equity fund in France. Several campaigns involving RMC and BFMTV have already taken place, and if the trend continues, this website selling laser ink and toner cartridges online may succeed in doubling its revenue in On March 5, RMC Découverte acquired La Banque Audiovisuelle, which manages the Vodeo service, a VOD/SVOD platform with over 5,000 programs and 3,000 subscribers. On April 2, the Group entered into exclusive negotiations with Diversité TV, producer of the free digital terrestrial television (DTT) channel, Numéro 23. Numéro 23, which also broadcasts via cable and satellite, currently achieves a 0.7% audience share, up 0.3 points since The acquisition of this new DTT channel launched in 2012, which is for the moment still awaiting CSA approval, would enable the Group to strengthen its position as an independent player in the audiovisual market. This acquisition should immediately create major synergies for all of the Group's medias, due to RMC Découverte and Numéro 23's complementary formats as well as the advertising network's global market share that it will be strengthening. On April 8, NextInteractive acquired all MoneyWeb shares, a company which publishes the websites verif.com, tradingsat., zone-turf.fr and lavieimmo.com. The revenue figures for the first quarter of 2015 were published on April 16, 2015 and the corresponding press release is available on NextRadioTV DOCUMENT DE REFERENCE

83 Comments on the fiscal year Outlook TV outlook In 2015, the TV division should experience sustained growth in revenue Radio outlook During the first quarter of 2015, the radio division suffered from a downward trend in the radio advertising market; however, the return of growth in March 2015, and RMC's good audience results in the higher socio-professional demographic present an optimistic outlook for the remainder of the year. BFM Business Radio will see an increase in revenue, particularly due to the launch of new events Digital outlook Finally, the Group continues to invest in digital, concentrating on general news and issues which fit in with its other business activities. Accordingly, the launch of new editorial verticals on bfmtv.com in April will make it possible to double the amount of content published on the website, with the aim of doubling the fixed and mobile audience by the end of The acceleration and acquisition of MoneyWeb on April 8 should lead the way to renewed growth starting in the second quarter of 2015 and provide for the continued reduction in operating losses over the entire year Profit forecasts or estimates The Group has not made any profit forecasts since its initial public offering in 2005 and does not intend to do so in this Registration Document. 4.6 Results of the NextRadioTV parent company The financial statements of the parent company NextRadioTV at December 31, 2014 were prepared in accordance with the same methods used the preceding year and in accordance with generally accepted accounting principles applicable in France. Given its status as a holding company, the Company has no trading activity and cash flow movements in the accounts are primarily due to the pooling of common resources made available to Company subsidiaries and the associated re-invoicing. Operating expenses are re-invoiced to the various Company subsidiaries according to analytical distribution keys. The operating income is negative at - 48,307. Total operating expenses for 2014 stood at 17,608,000 versus 15,402,000 in The main components of profit were the following: - 48,307 in operating profit; 593,341 in net financial income; - 36,581 in net exceptional income; 8,866,964 income from the tax consolidation scheme for the beneficiary subsidiaries, and 3,426,714 for the Group's tax expense. Given these items, NextRadioTV's net profit is 5,948,703 for the 2014 fiscal year. In accordance with Article L of the French Commercial Code, the following is a breakdown of the total trade payables of the company by maturity date, at December 31, 2014 and December 31, 2013: Payment terms Trade payables at 12/31/2014 (in ) Trade payables at 12/31/2013 (in ) Not yet due 733, ,944 Less than 180 days 18,719 2,103,447 More than 180 days 232, ,478 Unreceived invoices 2,339, ,186 Total 3,324,414 4,038,055 NextRadioTV DOCUMENT DE REFERENCE

84 Comments on the fiscal year The Board of Directors meeting of March 18, 2015 decided to propose to the Annual General Meeting that the net profit of 5,948,703 for the year be allocated as follows: SOURCE OF PROFIT TO BE ALLOCATED Retained earnings brought forward 58,989,160 Net profit for the year 5,948,703 Total 64,937,863 ALLOCATION OF DISTRIBUTABLE PROFIT Proposed allocation Dividends 7,726,069 i.e per share Retained earnings 57,211,794 Total 64,937,863 The Board of Directors proposes the distribution of a dividend of 0.48 per share for 2014, comprising the Company's share capital on the distribution date and entitled thereto by virtue of their date of acquisition, corresponding to a maximum total of 7,726,069 (based on the number of shares outstanding at December 31, 2014). On March 18, 2015, the Board of Directors proposed a payment date of June 24, 2015 for cash dividends and the option for shareholders to have dividends paid in shares. The dividends distributed by the Company during the five previous fiscal years were the following: DIVIDENDS PER SHARE - Fiscal year ended Net dividends paid per share December 31, December 31, December 31, December 31, December 31, The Company's 2014 financial statements are detailed in Chapter 6 of this Registration Document. NextRadioTV DOCUMENT DE REFERENCE

85 5 Consolidated financial statements 5.1 Consolidated income statement Consolidated balance sheet Change in equity Cash flow statement Notes Note 1 General information and description of activity Note 2 Significant events occurring during the fiscal year Note 3 Presentation and basis of preparation of financial statements Note 4 Main rules and accounting methods Note 5 Use of estimations Note 6 Scope of consolidation Note 7 Operating sectors Note 8 Notes on the consolidated income statement Note 9 Notes on the consolidated balance sheet Note 10 Other information Statutory Auditors report on the consolidated financial statements NextRadioTV DOCUMENT DE REFERENCE

86 Consolidated financial statements 5.1 Consolidated income statement ( thousands) Notes 12/31/ /31/2013 Revenue 7 195, ,648 Other income External costs 8.1 (71,583) 60,114 Taxes, duties and similar payments (5,045) (4,394) Personnel cost (80,130) (76,505) Net amortization and depreciation charges (11,506) (7,837) Net provisions and depreciation charges 1,461 (1,139) Current operating income 28,510 23,747 Other operating income and charges 8.3 (925) (1,300) Operating income 27,585 22,446 Income form cash and cash equivalents Cost of gross financial debt (1,026) (1,184) Cost of net financial debt 8.4 (970) (1,142) Income tax 8.5 (9,838) (11,264) Income net of tax and discontinued operations (24,510) Net income 16,777 8,058 Of which Group share 16,763 8,043 Of which non-controlling interests Basic net earnings per share of continuing operations Basic earnings per share of discontinued operations (1.56) Basic earnings per share Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations (1.56) Diluted earnings per share Overall comprehensive income ( thousands) Notes 12/31/ /31/2013 Consolidated net income 16,777 8,058 Actuarial gains/(losses) (449) (39) Tax effects on other elements of comprehensive income Total other components of comprehensive income (after tax) (300) (26) Comprehensive income 16,477 8,032 Of which share attributable to the Group 16,463 8,016 Of which share attributable to non-controlling interests The actuarial gains and losses are a result of the changes in the assumptions and the difference between the results estimated using the actuarial assumptions and the actual results. These differences are entered immediately under other non-recyclable elements of the comprehensive income for all of the actuarial gains or losses relating to defined benefit plans in accordance with standard IAS 19 amended. NextRadioTV DOCUMENT DE REFERENCE

87 Consolidated financial statements 5.2 Consolidated balance sheet Assets ( thousands) Notes 12/31/ /31/2013 Goodwill , ,201 Other intangible assets ,377 11,447 Property, plant and equipment 9.3 9,850 8,987 Other long-term investments 1, Deferred tax assets ,390 34,033 Non-current assets 166, ,614 Trade receivables ,724 60,247 Other debtors ,693 27,591 Cash and cash equivalents ,123 14,789 Current assets 117, ,627 Total assets 284, ,241 Liabilities ( thousands) Notes 12/31/ /31/2013 Share capital Premiums ,687 98,434 Consolidated reserves ,667 12,063 Net income, group share ,763 8,043 Equity - Group share , ,177 Non-controlling interests Shareholders' equity , ,244 Non-current provisions ,761 3,402 Non-current financial liabilities ,750 43,512 Non-current liabilities 40,511 46,914 Current liabilities bearing interest ,023 1,257 Current provisions ,379 2,315 Current trade and other payables ,837 44,079 Other current liabilities ,547 52,431 Current liabilities 109, ,082 Total liabilities and equity capital 284, ,241 NextRadioTV DOCUMENT DE REFERENCE

88 Consolidated financial statements 5.3 Change in equity ( thousands) Notes Capital Premiums Treasury shares Consolidated income and reserves Equity, Noncontrolling group share interests Equity 12/31/ ,749 (17,107) 19, ,607 2, ,922 Capital decrease (46) (12,493) 12, Share-based payments (61) Operations based on treasury shares Dividends 15 4,178 (5,102) (909) (909) Additional RMC acquisition 3,598 (1,547) 2,051 (2,263) (211) Additions to scope of consolidation (2) (2) (2) Removals from scope of consolidation Comprehensive income 12/31/2013 8,016 8, ,032 Other movements Equity 12/31/ ,434 (815) 20, , ,245 Capital decrease Share-based payments Operations based on treasury shares Dividends 8 4,253 (6,337) (2,076) (2,076) Additions to scope of consolidation Removals from scope of consolidation Comprehensive income 12/31/ ,463 16, ,477 Other movements 8 8 (8) 0 Equity 12/31/ ,687 (744) 31, , ,835 Total NextRadioTV DOCUMENT DE REFERENCE

89 Consolidated financial statements 5.4 Cash flow statement Indirect method ( thousands) Notes 12/31/ /31/2013 Operational activities Net income from ongoing operations 16,777 32,568 Elimination of charges and income with no cash impact not linked to operating activities IFRS Amortization and depreciation charges 9.2/9.3 11,506 7,826 Net provisions ,423 1,632 Capital gains or losses on disposals of assets Self-financing capacity after cost of net financial debt and taxes 29,921 42,163 Cost of net financial debt ,252 Income tax 8.5 9,838 (11,264) Self-financing capacity before cost of financial debt and taxes 40,728 32,151 Subtotal variation in working capital requirements linked to operating activities (610) (2,106) Current tax disbursed (5,570) (1,199) Operating cash flow linked to divested operations (7,695) Cash flow from operating activities 34,548 21,151 Investment activities Income on disposal of fixed assets 0 16 Acquisition of investments in associated companies (250) Acquisition of property, plant and equipment 9.3 (3,168) (2,686) Acquisition of intangible assets 9.2 (13,554) (12,018) Acquisition of long-term investments (858) (530) Proceeds from disposals of long term financial assets Cash flow from investment activities (17,549) (15,452) Financing activities Dividends paid (2,076) (909) Absorption of financial liabilities ,883 27,253 Reimbursement of financial liabilities 9.12 (18,590) (26,819) Net interest paid 8.4 (969) (684) Repurchases of own shares Cash flows from financing activities linked to discontinued operations 8.7 (1,390) Cash flow from financing activities (10,681) (2,550) Net increase (reduction) in cash situation 6,318 3,149 Cash situation at start of year 14,789 11,640 Cash situation at year-end 21,123 14,789 In the cash flow statement, the term cash situation (see Note 9.7 of paragraph 5.5 of this Chapter 5) denotes cash and cash equivalents. NextRadioTV DOCUMENT DE REFERENCE

90 Consolidated financial statements 5.5 Notes Note 1 General information and description of activity NextRadioTV is a group active in several media, present on the radio, television and internet markets. On the French broadcasting landscape, it is the only independent group specializing in news. NextRadioTV, a consolidating company of the NextRadioTV group, is a public limited company incorporated under French law. It is listed on the Eurolist market of Euronext-Paris. Its registered office is at 12, rue d Oradour-sur-Glane, Paris. Its activity, exclusively located in France, consists of the operation of authorizations to broadcast on radio frequencies and DTT licenses, awarded by the CSA for a given period, and renewable after a new awarding procedure (see Chapter 1, paragraph ) and also the operation of internet and mobile sites internet and Group applications (01net.com, 01men., bfmtv.com, rmc.fr, rmcsport.fr and bfmbusiness.com). The consolidated financial statements of the 2014 fiscal year were approved by the Board of Directors on March 18, The share capital of the NextRadioTV Company was made up of 16,095,978 shares at December 31, 2014 for a total of 643, Note 2 Significant events occurring during the fiscal year Note 2.1 Distribution of dividends and capital increase The general meeting of May 22, 2014 decided to distribute a dividend of 0.40 with the option of the payment of this dividend in shares. The option led to the creation of 192,265 new shares issued at per share. The payment in cash amounted to 2,076,000. Note 2.2 Strengthening of the financial structure In order to strengthen its financial structure, the Group secured two new loans for a total of 5,230,000. Consequently, the Group has confirmed and un-drawn credit lines and other banking facilities for a total of 32,250,000. Note 3 Presentation and basis of preparation of financial statements In accordance with regulation No. 1606/2002 adopted on July 19, 2002 by the European Parliament and the European Council, the consolidated financial statements for the 2014 fiscal year of the NextRadioTV Group were drawn up to comply with the IFRS published by the IASB (International Accounting Standards Board) on December 31, 2014, the adoption regulations for which appeared in the Official Journal of the European Union on the date of the approval of the financial statements and are available on the website of the EuropeanCommission: The Group's consolidated financial statements are presented in euros and all the values are rounded to the nearest thousand (barring indication to the contrary). Note 3.1 Standards, amendments and interpretations adopted by the European Union and compulsory for fiscal years starting from January 1, 2014 At January 1, 2014 the Group had applied the following regulations: IFRS 10 Consolidated Financial Statements; IFRS 11 Joint Arrangements; IFRS 12 Disclosure of Interests in Other Entities. The application of these standards had no impact on the annual consolidated financial statements. At January 1, 2014 the Group was not concerned by the following amendments: amendments to IAS 32 Presentation Offsetting Financial Assets and Financial Liabilities; amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting; amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets. NextRadioTV DOCUMENT DE REFERENCE

91 Consolidated financial statements Note 3.2 Standards subject to early application NextRadioTV did not apply in advance the standard IFRIC 21 Taxes. No significant impact on the consolidated financial statements is expected from the application of this standard. Note 3.3 New standards, amendments and interpretations published by the IASB or IFRIC, not adopted by the European Union and not subject to early application Pending their adoption by the European Union, text IFRS 9 Financial Instruments and its Subsequent Amendments will be applicable to the Group for the fiscal years starting from January 1, Note 4 Main rules and accounting methods Note 4.1 Consolidation methods The consolidated financial statements include the financial statements of the parent company and those of the companies controlled by the parent, the subsidiaries. An investor controls an entity when he is exposed to or benefits from the variable yields as a result of his involvement in the entity and he has the capacity to influence these yields as a result of his power in the entity. Stakes in the subsidiaries are fully consolidated. The share of net income and equity capital attributable to the non-controlling interests is presented distinctly in the equity capital and consolidated income statement as non-controlling interests. The subsidiaries of the group NextRadioTV, whose activity had not started at December 31, 2014, were not incorporated into the scope of consolidation. Where applicable, restatements are made on the financial statements of the subsidiaries in order to harmonize and homogenize the accounting principles used with those of the other companies of the scope of consolidation. All the balances and intra-group transactions are eliminated at the consolidation level. Since its creation, the NextRadioTV Group has not taken any stakes in any associated companies and/or joint ventures. At December 31, 2014, all the companies included in the scope of consolidation are subsidiaries and are fully consolidated. Note 4.2 Business combinations Goodwill Business combinations carried out from January 1, 2010 are accounted for in accordance with IFRS 3 revised Business Combinations. At the date control is obtained and for each business combination, the Group has the possibility of opting either for partial goodwill, or for complete goodwill. In this case, the minority interests are valued at their fair value and the Group enters goodwill on all of the assets and liabilities acquired. The goodwill is entered as assets, minus any impairment losses determined in accordance with the method described in Note of paragraph 5.5, Chapter 5. Costs directly attributable to the takeover are entered under charges. Any price additions are included in the acquisition price at their fair value from the date of acquisition and whatever their probability of materialization. Note 4.3 Foreign currencies The Group carries out is activity exclusively in the euro zone. None of the Group's subsidiaries has a functional currency other than the euro. The rules for converting financial statements of consolidated entities are therefore not applicable to the NextRadioTV Group for the periods presented. Transactions in foreign currencies, which have little significance for the Group, are initially registered in the functional currency (euro/ ) using the exchange rate on the day of the transaction. Note 4.4 Accounting of income Revenue essentially includes advertising receipts and other related services. This income is valued at the fair value of the consideration received or receivable. It represents sales of goods and services made within the framework of the normal and main activity of the Group, net of any discounts or promotional offers. The income is entered when the Group has transferred the significant risks and benefits inherent in their ownership to the buyer, and when it is neither active in the management nor has effective control of the assets transferred, when it is likely that the economic benefits resulting from the sale will benefit the Group and the cost of the transaction can be reliably evaluated. Advertising revenue is recognized as income when the advertising has been effectively disseminated. NextRadioTV DOCUMENT DE REFERENCE

92 Consolidated financial statements As part of its activities, the Group concludes advertising exchange contracts with third parties. According to the terms of these contracts, the parties are subject to a reciprocal obligation to carry out the transactions (purchase and sale). The exchange operations are neutralized on the balance sheet and income statement since they relate to services of a similar kind and value. Licenses and subsidies are accounted for as they are acquired, in accordance with the substance of the underlying agreement. These licenses are entered under Other income. Note 4.5 Intangible fixed assets Broadcast authorizations are awarded free of charge by the CSA. These items are not recognized as assets since their acquisition cost cannot be reliably measured. On December 31, 2005 the Group capitalized an intangible fixed asset corresponding to the overall cost of the restructuring of broadcast frequencies from analogue to digital, as part of the implementation of the DTT network. This project is within the framework of Decree No of July 4, The fixed asset thus entered was initially subject to a depreciation, the duration of which corresponded to that of the DTT operating license awarded by the CSA, i.e. ten years. Since the operating duration of the DTT license was increased to 15 years, the depreciation plan was revised in order to be aligned with the total duration of the operation. Within the framework of the launch in 2012 of six new DTT channels, costs must be met for the restructuring of the broadcast frequencies. This project is within the framework of Decree No published on June 27, Costs are considered as not fulfilling the criteria for recognition as an asset and are entered under charges for the duration of the deployment, which in theory should continue until Intangible assets are entered at their purchase cost minus the aggregate of the depreciations and of the potential losses in value. Purchases of documentaries which are considered to be broadcastable are entered as intangible fixed assets for their purchase value when the following conditions are met: technical acceptance; opening of rights. To take account of the broadcast of documentaries with rights modeled on the duration of the contract, the documentary programs are capitalized from the date of their 1 st broadcast and they are depreciated over a duration aligned with that of the rights purchase contract. The depreciation, calculated from the date that the asset comes into service, is entered under charges so as to reduce the book value of the assets over their estimated useful life, using the straight line method and on the following basis: Computer licenses 1-3 years Software 1-3 years Documentaries Depending on the duration of the rights The charge of depreciation of intangible fixed assets is entered under the heading Amortization and depreciation charges on the income statement. Note 4.6 Property, plant and equipment Property, plant and equipment are entered at their purchase cost minus the aggregate of the depreciations and of the potential losses in value. This acquisition includes the expenses directly attributable to the transfer of the asset to its place of operation and the expenditure incurred to bring the asset to its working condition. The depreciation, calculated from the date that the asset comes into service, is entered under charges so as to reduce the book value of the assets over their estimated useful life, using the straight line method and on the following basis: Technical installations 5-10 years Other fixed assets 3-5 years The charge of depreciation of fixed assets is entered under the heading Amortization and depreciation charges on the income statement. The profit or loss resulting from the withdrawal or retirement of an asset is determined as being the difference between the proceeds of the disposal and the book value of the asset. The net income from the disposal of these non-recurring items is presented under the heading Other operating income and charges of the income statement. Note 4.7 Depreciation of assets Note Goodwill Goodwill is tested for depreciation at least annually and as soon as an indication of loss in value appears. For the requirements of the impairment test, goodwill is allocated to each of the Cash Generating Units (CGUs) or group of CGUs likely to benefit from the synergies of the business combinations. A CGU is the smallest identifiable group of assets which generates cash flows which are largely independent of the cash flows generated by other assets or groups of assets. NextRadioTV DOCUMENT DE REFERENCE

93 Consolidated financial statements If the recoverable value of the CGU or group of CGUs to which an item of goodwill has been allocated is inferior to its book value, an impairment is then booked as a priority against goodwill and then, where applicable, against other assets of the CGU or group of CGUs, proportionate to their book value. Impairments of goodwill are irreversible and are entered under other operating charges (see Note 4.16). The recoverable value of a CGU is the largest value between: its fair value minus the costs of the sale; its useful value determined on the basis of estimates of future discounted cash flows. The methods of impairment tests are described in Note Note Property, plant and equipment and intangible assets Property, plant and equipment and intangible fixed assets entered by the Group are assets depreciated over their estimated useful life. On each closing date, the Group reviews the book value of its fixed assets in order to decide whether there is any indication of impairment loss. If such an indication exists, the recoverable value of the asset is estimated in order to determine the amount of the impairment loss. When it is not possible estimate the recoverable value of an isolated asset (absence of cash inflows largely independent of cash inflows generated by other assets or group of assets), the Group estimates the recoverable value of the sector of activity to which the asset belongs. The recoverable value is the highest amount of the fair value of the asset (or of the group of assets) net of the disposal costs and its useful value. The latter is determined by adding the discounted cash flow values expected from the use of the asset (or from the group of assets). Provisional cash flows used are consistent with the provisional business plans drawn up by Group management. The discount rate chosen reflects the current appreciation of the market of the time value of money and of the specific risks linked to the asset or group of assets. If the recoverable value of the asset (or group of assets) is lower than its book value, the latter is changed to the level of the recoverable value. The reversible impairment loss is entered directly under charges in the operating income. Note 4.8 Assets and liabilities set to be disposed of IFRS 5 defines the accounting treatment applicable to assets or groups of assets held for a sale and discontinued operations, the presentation and information to supply. A discontinued operation is a significant and distinct activity for the group subject to a disposal. This standard imposes a presentation on a dedicated line on the balance sheet as soon as the book value is mainly recovered through a sale transaction rather than through continuous use. The asset must be available with a view to an immediate sale in its current state, subject only to the conditions which are usual for the sale of such assets, and the disposal must be highly likely, within a period of 12 months after the close of the fiscal year. These assets and abandoned activities are valued and accounted for at the lowest amount between the book value and the market value minus the necessary costs of the sale and they cease to be depreciated as soon as they are categorized as such. The net income of the discontinued operations, after the elimination of intra-group operations, is presented on a distinct line of the income statement. It includes the net income for the period until the date of their disposal, and the net income of the disposal, for the current fiscal year and the comparative periods presented. The net cash flows of these discontinued operations are also presented in dedicated lines in the cash flow table, including flows generated by these activities until their date of disposal as well as the cash excluding tax generated by their disposal, for the current fiscal year and the comparative periods presented. Note 4.9 Financial instruments Financial assets and liabilities are entered on the balance sheet when the Group becomes a party to the contractual provisions of the instrument (see Note 9.12). Note Other financial assets These assets correspond to non-consolidated investments and security deposits, and also to the unavailable cash balance in relation to the liquidity contract. On each year-end date, the Group assesses whether there is an objective indication of a loss of value of these assets. Where applicable, an impairment loss is entered. Non-consolidated equity investments These assets, available for sale, are valued at their fair value, with possible variations in fair value from one period to the next being entered under other elements of the comprehensive income. Due to the insignificant nature of the value of these non-consolidated investments, the Group considers that their fair value corresponds to their purchase cost. Non-consolidated investments amount to 105,000 for the 2014 fiscal year. Security deposits These correspond mainly to the deposits paid within the framework of different finance contracts. NextRadioTV DOCUMENT DE REFERENCE

94 Consolidated financial statements Note Trade receivables and other debtors Trade receivables come from the sales of goods and services made by the Group within the framework of its activity. Other debtors essentially include fiscal (VAT accounts) and social security receivables. These assets are valued and initially entered at their fair value then subsequently valued at their depreciated cost. An impairment loss is entered when there are objective indications suggesting that the amounts due cannot be recovered, totally or partially. Note Cash and cash equivalents Cash and cash equivalents include liquid assets immediately available (bank current accounts) and investments which can be accessed or disposed of in the short-term (less than three months), are easily convertible into a known cash amount, and have a negligible risk of losing value (units or shares of money market funds). These assets are valued at their fair value (market value) and the overall balance of variations in fair value is carried over to the income statement (income from cash and cash equivalents). Note Treasury shares Shares representing the capital of NextRadioTV held by the Group are deducted from equity capital based on their purchase cost. Subsequent disposals are entered net of tax directly into equity capital and do not lead to the recording of any income. Note Non-current financial liabilities This item includes the long term part of the various bank loans and debt linked to finance leases (repayment term over one year) as well as the derivative instruments with a negative fair value. They are recorded at their fair value on the balance sheet with a balancing entry on the income statement (see Note 9.12 of paragraph 5.5 of Chapter 5). Loans and overdrafts bearing interest are entered initially for the amount of cash received, net of any direct issue costs. Subsequently, they are recognized at the amortized cost calculated using the effective interest rate. The differences between the amounts received, net of any direct issue costs, and the amounts due during the settlement or repayment are amortized over the duration of the loan. These amounts are entered as cost of gross financial debt in the income statement. Note Current financial liabilities This item includes the short-term part of bank loans and the short-term part of the debt linked to finance leases (repayment terms of less than one year). The initial and subsequent evaluation follow the same rules as non-current financial liabilities. Note Accounts payable and other current liabilities Fiscal debts essentially relate to VAT accounts. Social security debts mainly include debts on paid leave, working time reduction and savings, profit sharing and social security charges and payments. Other creditors essentially correspond to credit notes to be issued within the framework of end-of-year discounts applying contractual rates and volumes decided between the Group and its various advertisers. These debts are valued and initially entered at their fair value then subsequently valued at their depreciated cost. Note 4.10 Costs of borrowing, subsidies and state aid The costs of borrowing (including issue costs) are recorded using the effective interest rate method on the income statement of the fiscal year during which they are incurred. Note 4.11 Leasing contracts Leasing contracts are classed as finance leases when the terms of the leasing contract substantially transfer to the Group nearly all of the risks and benefits inherent in the property. All the other contracts are classified as operating leases. The Group is not a lessor within the framework of the lease agreements in the periods presented. The assets held under a finance lease are entered as assets at the lower of the discounted value of minimum payments under the lease and their fair value on the date of acceptance of the contract. The corresponding liability due to the lessor is recorded on the balance sheet as a liability resulting from the finance lease and is spread between current and non-current liabilities. Financial expenses, which represent the differences between total commitments of the contract and the fair value of the asset acquired, are spread over the various periods covered by the lease agreement so as to produce a constant periodic interest rate on the remaining balance of the liability for each period. These assets are depreciated over the shorter of the useful life of the assets and the duration of the finance lease when there is a reasonable assurance that there will not be a transfer of ownership at the end of the contract. Rental charges under operating leasing contracts are entered as charges in the income statement on a straight line basis during the entire duration of the lease agreement. NextRadioTV DOCUMENT DE REFERENCE

95 Consolidated financial statements Note 4.12 Staff benefits Note Retirement Contributions relating to defined contribution plans are entered as charges as they are made. Commitments resulting from defined benefit plans, as well as their cost, are determined using the projected credit unit method. Evaluations are made every year. Actuarial calculations are provided by an independent expert. Note Share-based payments In accordance with IFRS 2, share subscription or purchase options or the granting of bonus shares in the capital of one of the companies of the Group, are valued at their fair value at the grant date. The fair value chosen is calculated on the basis of the stock market price on the date of the awarding of the bonus shares. In the case of a share plan which is paid in shares, IFRS 2 requires the recording of a charge (with a corresponding entry to equity capital) corresponding to the fair value of the benefit granted to employees. This charge is recorded under personnel charges over the vesting period. Note 4.13 Provisions Provisions are recognized when the Group has a current legal or implicit obligation to a third party resulting from a past causal event, which will probably lead to an outflow of resources representing the economic benefits required to settle the obligation. Provisions are valued at the amount corresponding to the best estimation that management of the Group can make at the date of the close of the expense needed to settle the obligation. These amounts are discounted if the effect is considered significant. Provisions for restructuring are only entered when the Group has formally drawn up a detailed plan which has been communicated to the affected parties, thus creating a reasonable expectation amongst these parties that the restructuring will be implemented (see Notes 8.3 and ). Note 4.14 Income Income taxes include tax payable for the year, deferred tax and the CVAE local value-added tax. Tax payable is determined on the basis of the fiscal income of the period, which may differ from the accounting income following adjustments to certain items of income and charges in line with the fiscal regulations in force, and using the enacted (or nearly enacted) tax rate on the closing date for the period. Deferred taxes are recognized on timing differences between the book values of assets and liabilities and their tax values, according to the liability method. The rates used are the rates which are expected to be used over the fiscal year during which the asset will be received or the liability settled, based on the tax rates that have been enacted or substantively enacted at the closing date. The amounts calculated in this way are not discounted. A deferred tax asset is entered for the carryforward of unused tax losses and unused tax credits insofar as it is likely that the Group will have future taxable profits against which these unused tax losses and credits can be utilized. Deferred tax assets and liabilities are offset since the Group has an enforceable right, within the framework of the tax integration convention in which NextRadioTV is the parent of the tax group linking the companies included in the scope of consolidation, to offset the tax assets and liabilities payable on the income and levied by a single tax authority. According to the analysis carried out by the Group the CVAE tax corresponds to a tax calculated on the income and consequently covered by IAS 12 Income Tax, insofar as this tax is based on a net amount of income and expenses. In this context and applying IAS 12, the CVAE is presented under Income taxes. Note 4.15 Earnings per share The basic earnings per share is calculated by dividing the Group net earnings by the average number of shares in circulation during the year. The number of shares in circulation during the period and during the previous period is calculated excluding treasury shares. The diluted earnings per share is calculated by dividing the Group net earnings adjusted for the effects of diluting instruments by the average number of shares in circulation during the year adjusted for all ordinary shares which are potentially diluting. Note 4.16 Other operating income and charges Other operating income and charges correspond to elements which, as a result of their nature, frequency and/or relative importance, have little value in predicting the Group's future performance and which, if they were not isolated, would make it more difficult to understand and evaluate the Group's financial performance. When applicable these operating charges and income include: costs or provisions for restructuring; costs or provisions on major litigation; impairment losses on property, plant and equipment and intangible fixed assets (including goodwill); gains or losses on disposals of property, plant and equipment and intangible fixed assets; consolidation gains or losses. NextRadioTV DOCUMENT DE REFERENCE

96 Consolidated financial statements Note 5 Use of estimations The preparation of financial statements requires forecasts and hypotheses which affect the amounts in the financial statements. These forecasts and hypotheses mainly affect the financial data used within the framework of the goodwill impairment tests (see Note 9.1) and non-current assets (estimation of future cash flows) and provisions (best estimation of expense needed to settle the obligation see Note 9.11). These forecasts and hypotheses are made based on past experience. The current uncertain economic and financial environment makes it difficult to predict business prospects. It is possible that the actual amounts turn out to be different from the forecasts and hypotheses used. A sensitivity analysis on these estimates is carried out for the significant values. Note 6 Scope of consolidation SCOPE OF CONSOLIDATION USED FOR DIFFERENT PERIODS PRESENTED Company NextRadioTV RMC Business FM RMC Régie BFMTV Groupe Tests Holding NextInteractive NextRégie (previously 01 Régie) RMC Sport CBFM RMC Découverte RMC BFM Production RMC-BFM Édition NextRadioTV Production Company registered office 12, rue d Oradour-sur- Glane Paris Percentage of control at 12/31/2014 Percentage of control at 12/31/2013 Activity Holding 10-12, quai Antoine-Ier Monaco Broadcasting 12, rue d Oradour-sur- Glane Paris Broadcasting 12, rue d Oradour-sur- Glane Paris 100 Advertising network 12, rue d Oradour-sur- Glane Paris Thematic channel 12, rue d Oradour-sur- Glane Paris Holding 12, rue d Oradour-sur- Internet and mobile Glane Paris publishing 12, rue d Oradour-sur- Glane Paris Advertising network 12, rue d Oradour-sur- Glane Paris Press agency 12, rue d Oradour-sur- Glane Paris Thematic channel 12, rue d Oradour-sur- Glane Paris Thematic channel 12, rue d Oradour-sur- Glane Paris Production of institutional films and advertising 12, rue d Oradour-sur- Glane Paris Musical publishing 12, rue d Oradour-sur- Glane Paris (1) ChaîneTechno was dissolved without liquidation by NextInteractive on January 21, (2) RMC Régie was merged in NextRégie (previously 01 Régie) with retroactive effect on January 1, Production of films and programs for television Consolidation method Parent company Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Fully consolidated Comments (2) (1) (2) The parent company of NextRadioTV is the News Participations company. The subsidiaries or holdings of NextRadioTV, whose activity had not started at December 31, 2014, or whose percentage holding is not significant, were not incorporated into the scope of consolidation. NextRadioTV DOCUMENT DE REFERENCE

97 Consolidated financial statements Note 7 Operating sectors NextRadioTV is active in the news sector, focusing on five areas (general news, sport, business, high-tech and discovery), over three media: radio, television and digital which correspond to its three operating sectors. Management assesses the performance of these operating sectors and allocates the resources needed for their development according to certain operating performance indicators (segment income and operating cash flow). The reference segment income corresponds to the profit from recurring operations. The operating sectors are drawn up according to the following principles: following the sale of the Print division of the Group, the Other activities sector mainly includes the press agency activity of RMC Sport; in accordance with IFRS 8 Operating Segments, the information presented below is based on the internal reporting as submitted to the main operational decision-makers of the Group, namely the NextRadioTV management committee made up of the Chief Executive Officer, the Deputy Chief Executive Officer and the general managers of the subsidiaries. All the activity of the Group is carried out in a single geographical sector, namely France. CONTRIBUTION OF EACH SECTOR OF ACTIVITY TO THE GROUP INCOME STATEMENT AT DECEMBER 31, 2014 Income statement ( thousands) TV Radio Digital Other activities Inter-segment Consolidated External revenue 100,462 77,943 14,642 2, ,125 Inter-sector revenue 2,500 11,480 (13,980) 0 Revenue 100,462 80,443 14,642 13,558 (13,980) 195,125 Profit from recurring operations 5,727 25,998 (3,372) ,510 Other operating income and charges (471) 103 (547) (10) (925) Operating income 5,256 26,101 (3,919) ,585 CONTRIBUTION OF EACH SECTOR OF ACTIVITY TO THE GROUP ACCOUNTS AT DECEMBER 31, 2013 Income statement ( thousands) TV Radio Digital Other activities Inter-segment Consolidated External revenue 81,519 74,968 15,104 2, ,648 Inter-sector revenue 2,500 10,533 (13,033) 0 Revenue 81,519 77,468 15,104 12,590 (13,033) 173,648 Profit from recurring operations 1,342 26,231 (4,208) ,747 Other operating income and charges (1,300) (1,300) Operating income 1,342 26,231 (5,509) ,447 CONTRIBUTION TO THE BALANCE SHEET OF EACH SECTOR OF ACTIVITY AT DECEMBER 31, 2014 Assets ( thousands) TV Radio Digital Other activities Consolidated Goodwill 1,556 56,649 49, ,201 Other intangible assets 14,636 1,060 1, ,377 Property, plant and equipment 8, ,850 Sectoral assets 24,489 58,310 52, ,428 CONTRIBUTION TO THE BALANCE SHEET OF EACH SECTOR OF ACTIVITY AT DECEMBER 31, 2013 Assets ( thousands) TV Radio Digital Other activities Consolidated Goodwill 1,556 56,649 49, ,201 Other intangible assets 9,146 1, ,447 Property, plant and equipment 7, ,987 Sectoral assets 17,884 58,638 51, ,635 NextRadioTV DOCUMENT DE REFERENCE

98 Consolidated financial statements Note 8 Notes on the consolidated income statement Note 8.1 External costs BREAKDOWN OF EXTERNAL COST AT DECEMBER 31, 2014 AND 2013 ( thousands) 12/31/ /31/2013 Royalties on revenue (3,983) (3,321) Events and non-media costs (2,595) (1,681) Audio/video broadcasting (23,871) (21,148) Content supplies (7,646) (4,889) Promotion and external operations (1,535) (1,861) Consultants (4,584) (4,079) Surveys and consultancy fees (9,620) (8,981) Transport & catering (6,225) (5,583) General expenses (11,524) (8,570) Total external charges (71,583) 60,114 Note 8.2 Personnel costs Note Breakdown of personnel costs BREAKDOWN OF PERSONNEL COSTS AT DECEMBER 31, 2014 AND 2013 ( thousands) 12/31/ /31/2013 Wages and salaries (55,896) (53,302) Staff benefits (IFRS 2 see Note ) (82) (82) Social charges (24,152) (23,122) Personnel costs total (80,130) (76,505) The wages and salaries allocated to corporate officers and executive officers of the Group are listed in Note Note Workforce WORKFORCE (EXCLUDING FREELANCERS) OF THE GROUP IN FULL-TIME EQUIVALENT PER CATEGORY ( thousands) 12/31/ /31/2013 Management Employees Total Note 8.3 Other operating income and charges The other operating income and charges at December 31, 2014 breaks down as follows: ( thousands) 12/31/ /31/2013 Net re-organization charges (239) (1,245) Gains or losses on disposals of fixed assets (133) (55) Litigation (530) Other exceptional charges (23) Other operating income and charges (925) (1,300) NextRadioTV DOCUMENT DE REFERENCE

99 Consolidated financial statements Note 8.4 Cost of net financial debt 12/31/ /31/2013 Income from cash and cash equivalents Interest and financial charges on loans and debts (769) (980) Bank charges (77) (133) Financial expenses on finance leases (181) (67) Other - (3) Total (970) (1,142) Fair value hierarchy: financial instruments at fair value are level 1 (prices listed on the market) for short-term cash investments and level 2 (evaluation based on observable data on the markets) for derivative rates instruments. Note 8.5 Income tax ( thousands) 12/31/ /31/2013 Operating income 27,585 22,447 Result linked to discontinued operations - (24,510) Cost of net financial debt (970) (1,142) Sub-total 26,615 (3,206) Theoretical tax rate 33.33% 33.33% Theoretical tax 8,871 (1,068) Current tax 5,045 1,199 Deferred tax 4,792 (12,463) Actual tax 9,838 (11,264) Real tax rate 37.0% n/a Tax difference Rates difference Reconciling items (967) 10,195-4% n/a Impacts of permanent and other differences 280 (266) Impacts of permanent differences on the disposal of Print 11,119 Impacts of tax differences (537) Impacts of non-taxable income and tax credits Impact of CVAE local tax (1,223) (1,054) Total (967) 10,195 NextRadioTV DOCUMENT DE REFERENCE

100 Consolidated financial statements Note 8.6 Earnings per share The earnings per share has been calculated on the basis of the net income of the fiscal year attributable to ordinary shareholders and a weighted average number of shares in circulation over the year. The diluted earnings per share has been calculated on the basis of weighted average number of ordinary shares in circulation over the year, adjusted for the effects of all the potentially diluting ordinary shares (see Note ). CALCULATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES AND THE DILUTED AVERAGE NUMBER OF ORDINARY SHARES (in K ) 12/31/ /31/2013 Number of existing shares at the end of the year 16,095,978 15,903,713 Adjustments: treasury shares (liquidity contract) (29,038) (38,635) treasury shares (self-held) (30,000) (959,728) impact of capital increases weighted pro rata temporis (92,182) 730,444 Weighted average number before dilution 15,944,758 15,635,794 Weighted effects of diluting instruments: impact of bonus share allocation plans 30,000 30,000 impact of share warrants (1) 736,790 Weighted average number of shares after dilution 16,711,548 15,665,794 (1) The number of redeemable warrants at December 31, 2013 and December 31, 2014 is 2,420,000. Given the performance of the share in 2013, the redeemable warrants did not dilute earnings at December 31, PRESENTATION OF BASIC AND DILUTED EARNINGS PER SHARE AT DECEMBER 31, 2014 AND 2013 (In thousands and in number of shares) 12/31/ /31/2013 Group share of net income 16,763 8,043 Weighted average number of ordinary shares 15,944,758 15,635,794 Weighted effect of diluting instruments 766,790 30,000 Weighted average number after dilution 16,711,548 15,665,793 Basic earnings per share (in ) Diluted earnings per share (in ) Note 8.7 Net income from discontinued operations In accordance with IFRS 5, the items of the income statement of the Print division are presented on a dedicated line "Net income from discontinued operations" for the 2013 fiscal year, after elimination of intra-group operations. Changes in the net income from discontinued operations are as follows: ( thousands) 12/31/2013 Revenue 8,501 Other income from activity 25 External costs (6,122) Taxes and duties (44) Personnel costs (5,878) Amortization and depreciation charges (137) Net provisions 174 Profit from recurring operations (3,481) Other operating charges (1) (19,716) Operating income Cost of net financial debt Income tax Income from discontinued operations (1) The other operating charges notably include the removal of goodwill of the Print division. (23,197) (1,313) (24,510) NextRadioTV DOCUMENT DE REFERENCE

101 Consolidated financial statements Note 9 Notes on the consolidated balance sheet Note 9.1 Goodwill NOTE BREAKDOWN OF GOODWILL BY CGU OR GROUP CGU AT DECEMBER 31, 2014 AND 2013 ( thousands) 12/31/2014 TV Radio Digital Print Total Brought forward 1,556 56,649 49, ,201 Acquisitions 0 Disposals 0 Impairment losses 0 Variations in scope of consolidation 0 Net value 1,556 56,649 49, ,201 Of which gross value 1,556 56,649 49, ,201 Of which depreciation ( thousands) 12/31/2013 TV Radio Digital Print Total Brought forward 1,556 56,649 49,800 16, ,510 Acquisitions Disposals (16,505) (16,505) Impairment losses 0 Variations in scope of consolidation 0 Net value 1,556 56,649 49, ,201 Of which gross value 1,556 56,649 49, ,201 Of which depreciation Note Depreciation of assets In accordance with the accounting rules and principles described in Note of paragraph 5.5 of Chapter 5, the values of assets are grouped by CGU or groups of CGU which correspond to the lowest level to which each item of goodwill is monitored in the Group's internal management plan. Presentation of CGUs or group of CGUs tested Operating sectors CGU CGU or groups of CGU tested TV BFM TV TV BFM Business TV and CBFM RMC Découverte Radio RMC Radio Business FM RMC BFM Édition Digital NextInteractive Digital Other activities RMC sport press agency RMC BFM Production NextRadioTV Production (*) CGU not subject to impairment test due to lack of intangible asset with indeterminate useful life and no identification of indication of impairment loss. (*) NextRadioTV DOCUMENT DE REFERENCE

102 Consolidated financial statements For the goodwill impairment loss tests, the Group uses several approaches to working out the recoverable value of CGUs or groups of CGU. The first method used by the Group consists of estimating the useful value of the CGU or groups of CGU determined by discounting of future cash flows (so-called DCF method). The second method (where applicable) consists of estimating the fair value of the CGUs or groups of CGU (minus disposal costs), determined on the basis of market considerations (comparison with similar listed companies, comparison with the value attributed to assets or similar companies during recent acquisition operations). If the book value of the CGUs or groups of CGU is above the highest amount determined using the methods described above (fair value or useful value), an impairment loss is booked in accordance with the principles described in Note 4.7 of paragraph 5.5, Chapter 5. Presentation of key assumptions used for the determination of recoverable values The useful value of each CGU or groups of CGU is determined by discounting its future cash flows, using the 2015 budgets and the most recent five year forecasts prepared by the group's management and approved by the management board. CGU or groups of CGU tested TV Valuation method Discount rate (1) Perpetual growth rate Average annualized progression of revenue over the duration of the business plan Percentage of EBITDA margin in terminal value DCF and comparable 10.0% 2.0% 13.60% 20.38% Radio DCF 10.0% 2.0% 2.74% 33.31% Digital DCF and comparable 10.0% 2.5% 19.07% (2) 33.69% (2) (1) The discount rates chosen in 2014 are the result of a comparative analysis of the discount rates used by the stock market companies covering the NextRadioTV share. (2) In particular, the assumptions take account of the anticipations of growth in the advertising market for the mobile web, linked to new information consumption habits. By taking account of these parameters, the recoverable value of CGUs or groups of CGU exceeds their book value. Consequently, no depreciation was entered at December 31, At December 31, 2014, the Group valued the sensitivity of DCFs to the key assumptions of the model, namely the WACC, the perpetual growth rate and the margins on EBITDA. Sensitivity of recoverable values CGU or groups of CGU TV Radio Digital Discount rate Discount rate chosen (in %) 10% 10% 10% Increase in the discount rate needed to make the recoverable value equal to the book value (in number of points) Perpetual growth rate (*) (*) 2.6 points Growth rate chosen (in %) 2.00% 2.00% 2.50% Reduction in the perpetual growth rate needed to make the recoverable value equal to the book value (in number of points) EBITDA margin (*) (*) -4.6 points EBITDA margin chosen in terminal value (in %) 20.38% 33.31% 33.69% Reduction of the EBITDA margin in terminal value needed to make the recoverable value equal to the book value (in number of points) (*) No reasonably likely variation in assumption is likely to reduce the recoverable value to the level of the book value. (*) (*) points NextRadioTV DOCUMENT DE REFERENCE

103 Consolidated financial statements Note 9.2 Other intangible assets ( thousands) 12/31/2014 Concessions, patents, licenses Frequencies restructuring plan Documentary rights Discontinued operations Brought forward (net value) 1, ,126 11,447 Acquisitions 1,476 (77) 12,156 13,554 Disposals (133) (133) Amortization and depreciation charges (1,308) (125) (6,256) (7,689) Other movements (1) 199 Variations in scope of consolidation 0 Net income from discontinued operations 0 Net value 1, , ,377 Of which gross value 7,468 1,920 24,019 33,407 Of which aggregate depreciation (5,633) (1,403) (8,994) 0 (16,030) Total ( thousands) 12/31/2013 Concessions, patents, licenses Frequencies restructuring plan Documentary rights Discontinued operations Brought forward (net value) 2, ,327 Acquisitions ,199 11,966 Disposals (20) (20) Amortization and depreciation charges (1,132) (137) (2,609) 79 (3,798) Other Movements (121) Variations in scope of consolidation (21) 21 0 Net income from discontinued operations (79) (79) Net value 1, , ,447 Of which gross value 5,875 1,997 11, ,739 Of which aggregate depreciation (4,267) (1,284) (2,741) 0 (8,292) Total Intangible fixed assets entered by the Group are mainly made up of, on the one hand, documentary rights, and on the other hand concessions, patents and licenses. These fixed assets have a finite useful life and are therefore depreciated. None of these fixed assets is subject to restriction. NextRadioTV DOCUMENT DE REFERENCE

104 Consolidated financial statements Note 9.3 Property, plant and equipment (including financial leases) ( thousands) 12/31/2014 Technical installations Other fixed assets Discontinued operations Total Finance leases Brought forward 3,204 5,783 8,987 3,947 Acquisitions 2,351 2,527 4,878 1,711 Disposals 0 Other movements 58 (256) (198) Amortization and depreciation charges (1,995) (1,822) (3,817) (1,979) Variations in scope of consolidation 0 Net income from discontinued operations 0 Net value 3,619 6, ,850 3,679 Of which gross value 17,890 17,554 35,444 Of which depreciation (14,272) (11,322) (25,594) Finance leases in net value 2,595 1,084 3,679 ( thousands) 12/31/2013 Technical installations Other fixed assets Discontinued operations Total Finance leases Brought forward 6,603 3,832 10,435 4,181 Acquisitions 1,224 1,462 2,687 2,059 Disposals 0 Other movements 26 (76) (50) Amortization and depreciation charges (2,494) (1,590) 47 (4,038) (2,293) Variations in scope of consolidation (2,155) 2,155 0 Net income from discontinued operations (47) (47) Net value 3,204 5, ,987 3,947 Of which gross value 15,481 15,285 30,765 Of which depreciation (12,277) (9,501) (21,778) Finance leases in net value 2,389 1,559 3,947 Property, plant and equipment entered by the Group mainly consist of technical equipment and equipment connected with radio and TV studios. Note 9.4 Deferred tax assets ( thousands) Time difference on provisions Payment on retirement Other time Result for tax differences purposes Gross value 12/31/2013 1, (107) 31,537 34,033 Variation in income/loss (441) (4,521) (4,792) Variation in other elements of comprehensive income/loss Variation in reserves 0 Gross value 12/31/2014 1,293 1,151 (70) 27,016 29,390 Total All of the deferred tax assets have been recognized on the Group balance sheet at 31 December This recognition is justified since it is likely that the Group will have future taxable profits to which the deferrable tax losses can be allocated. The Group does not have deductible timing differences, tax losses and unused tax credits which have not been subject to deferred tax asset accounting at December 31, At December 31, 2014, a tax charge of 9,838,000 was entered against a tax income of 11,264,000 at December 31, Remember that in accordance with the amending finance law 2011, the previous deficits of the Group have been allocated to the Group income for tax purposes, limiting this amount to 50% of the tax income for the year exceeding 1 million. NextRadioTV DOCUMENT DE REFERENCE

105 Consolidated financial statements Note 9.5 Trade receivables Note Trade receivables ( thousands) 12/31/ /31/2013 Gross trade receivables 71,765 66,793 Depreciation (3,041) (6,546) Net receivables 68,724 60,247 Of which: receivables not due 44,390 37,949 receivables matured, less than 6 months 24,038 15,856 receivables matured between 6 and 12 months (24) 1,649 receivables matured, more than 12 months 319 4,793 Net receivables 68,724 60,247 ANALYSIS OF DEPRECIATION ( thousands) 12/31/ /31/2013 Depreciation at the beginning of the year 6,546 5,655 (Increase) Reduction in depreciation (3,505) 891 Depreciation at the close 3,041 6,546 Unfunded receivables matured and with a due date of above 12 months correspond to large account advertisers for whom settlement periods are above the average recovery period of the Group but whose financial health has been checked by the Group and which do not present any risk of default. Note Credit risk The Group's credit risk mainly comes from client receivables. The amounts presented on the balance sheet are net of provisions for doubtful assets. These amounts are estimated by the Group, receivable by receivable, in line with historical losses and the economic environment. A loss in value (depreciation of certain doubtful debts) appears on the balance sheet for an amount of - 3,041,000 at December 31, 2014 against - 6,546,000 at December 31, This reversible loss in value is valued and estimated in relation to the risk of default identified by receivable. In order to secure advertising revenue, the Group uses additional external tools to systematically check the solvency of our new clients. Monthly invoice qualification procedures have also been put in place in order to limit the risk of non-recovery. The book value of financial assets represents the maximum exposure to the credit risk. SHARE OF MAIN CLIENTS IN THE SALES REVENUE ( thousands) 12/31/ /31/2013 % of consolidated revenue % of consolidated revenue Weight of main client 2% 2% Weight of 5 main clients 8% 8% Weight of 10 main clients 13% 12% FINANCIAL INSTRUMENTS ENTERED ON ASSET SIDE OF BALANCE SHEET IN 2014 AND 2013 ( thousands) 12/31/2014 Value on balance sheet Fair value Breakdown by categories of instrument Fair value by Available-forsale income assets Loans and debtors Non-current financial assets 1,774 1,774 1, Trade receivables 68,724 68,724 68,724 Other current receivables 27,693 27,693 27,693 Cash and cash equivalents 21,123 21,123 21,123 Financial assets 119, ,313 22, ,990 NextRadioTV DOCUMENT DE REFERENCE

106 Consolidated financial statements ( thousands) Value on balance 12/31/2013 sheet Fair value Breakdown by categories of instrument Fair value by Available-forsale income assets Loans and debtors Non-current financial assets Trade receivables 60,247 60,247 60,247 Other current receivables 27,591 27,591 27,591 Cash and cash equivalents 14,789 14,789 14,789 Financial assets 103, ,573 15, ,141 Note 9.6 Other receivables ( thousands) 12/31/ /31/2013 Social security receivables Tax receivables (1) 23,160 24,776 Prepaid expenses (2) Various receivables (3) 3,646 1,816 Other receivables total 27,693 27,591 (1) Tax receivables correspond to VAT items. Their weight takes account of the fiscal impact linked to the extension of the deadline for settling intra-group flows, and is therefore to be analyzed in connection with the tax debts on the liabilities side. (2) Pre-paid expenses mainly correspond to rents and broadcast rights invoiced in advance. (3) Trade accounts receivable essentially relate to the sums entered under end of year credit notes to be received. Note 9.7 Cash situation, investments of cash and cash equivalents ( thousands) 12/31/ /31/2013 Bank and cash current accounts 21,123 14,789 Total net cash situation 21,123 14,789 The bank and cash current accounts correspond to the Group's cash accounts. Note 9.8 Capital The management of the Group's equity capital essentially aims to maintain an equity capital and cash/net financial debt ratio at a level considered to be prudent, whilst optimizing the cost of capital. The capital of NextRadioTV consists of 16,095,978 ordinary shares with a nominal value of 0.04 each. This capital is fully paid-up. Movements occurred during the 2014 fiscal year (see paragraph 5.3 of Chapter 5 on variations of consolidated equity capital). Note 9.9 Premiums The amount of issue premiums is 102,687,000 at December 31, These issue premiums correspond to the excess of the issue price on the nominal value of the shares allocated to the beneficiaries during capital operations. Note 9.10 Treasury shares As mentioned in Note of paragraph 5.5, of this Chapter 5, treasury shares are accounted for under reduction of equity capital. Note Liquidity contract During the past fiscal year, NextRadioTV used the authorization to purchase its own shares which is granted to it every year by the Extraordinary General Meeting. This authorization has been used within the framework of the liquidity contract, in accordance with the AFEI (French association of investment companies) code of ethics, signed with Oddo Corporate Finance. This contract is automatically renewable annually. The resources allocated to the liquidity contract are 1,300,000 at December 31, NextRadioTV DOCUMENT DE REFERENCE

107 Consolidated financial statements MOVEMENTS OCCURRING IN 2014 AND 2013 FISCAL YEARS Number of shares 12/31/ /31/2013 Held at January 1 20,585 52,587 Purchases 520, ,225 Sales (528,016) (351,227) Held at December 31 13,520 20,585 At December 31, 2014, the number of shares held within the framework of the liquidities contract was 13,520 (20,585 shares at December 31, 2013), with an available balance of 1,095,000 ( 538,000 at December 31, 2013). During 2014, the number of shares bought within the framework of the contract was 520,951 (319,225 shares during the 2013 fiscal year) at an average price of ( in 2013) and the number of shares sold was 528,016 (351,227 shares in 2013), at an average price of ( in 2013). Note Share buy-back Program The general meeting of May 22, 2014 has renewed the authorization granted to the management board during a maximum period of 18 months to buy shares in the Company within the framework of a share buy-back program (terms of Article L of the Commercial Code). At December 31, 2014, the Company holds, within the framework of this buyback program, 30,000 treasury shares assigned to the bonus shares allocation plan (see Note Other employee benefits). Number of shares 12/31/ /31/2013 Held at January 1 30,000 1,478,018 Purchases Cancellation of shares (1,138,392) Used within the framework of additional RMC purchase (304,271) Delivery within the framework of the bonus shares plan (5,355) Held at December 31 30,000 30,000 Note 9.11 Provisions Note Breakdown of current and non-current provisions ( thousands) Variations in scope of consolidation Employee benefits Litigation Provisions for Discontinued reorganization operations Total 12/31/2012 2, ,220 Increase in the period , ,282 Use (300) (77) (497) (874) Unused writeback Other variations (122) Net income from discontinued operations (174) (174) Variations in scope of consolidation 12/31/2013 2,742 1,538 1,438 5,717 Increase in the period 532 2,172 2,704 Use (57) (505) (934) (1,497) Unused writeback (97) (137) (234) Other variations Net income from discontinued operations 12/31/2014 3,666 3, ,140 Current 1,149 1,167 2,315 Non-current 2, ,402 Total 12/31/2013 2,742 1,538 1,438 5,717 Current 3, ,380 Non-current 3, ,761 Total 12/31/2014 3,666 3, ,140 NextRadioTV DOCUMENT DE REFERENCE

108 Consolidated financial statements Provisions for litigation mainly relate to procedures underway (trade tribunal disputes) started by former employees of the Group. The dates are noted according to the degree of progress of these various procedures. Provisions for re-organization are 367,000 relating to the different restructuring and re-organization plans of NextInteractive (including 286,000 under the 2013 re-organization) linked to the closure of the Montpellier site. Note Staff benefits Post-employment benefits The main post-employment plans concern end-of-career indemnities paid when employees retire and a plan for medical expenses in retirement for certain RMC employees and entered under personnel charges. Rights under the first plan are defined by the national collective convention for journalism and the press (3136), the national collective convention for advertising (3073), the national collective convention for financial companies (3059), the collective convention for thematic channels, the national collective convention for the magazine press and news sector, the national collective convention for technical research offices (Syntec), the company agreement of March 25, 1998 for certain personnel of the RMC subsidiary and the broadcast production convention. Rights under the second regime (coverage of medical expenses) are defined by the RMC company agreement of March 25, Main actuarial assumptions chosen to assess the total value of commitments Economic assumptions: 12/31/ /31/2013 Discount rate 2.0% 3.2% Inflation rate 1.8% 2.0% Salary revaluation rate 2.0% 2.0% Rate of increase of medical expenses subscriptions 4.0% 5.0% Demographic assumptions: 12/31/ /31/2013 Age of retirement Employees born before 01/01/ years old 62 years old Employees born on or after 01/01/ years old 62 years old Mortality tables End-of-career indemnities INSEE TD/TV INSEE TD/TV Medical expenses coverage TGH-TGF 05 TGH-TGF 05 The various commitments to personnel are not financed. Provision and discounted value of the obligation ( thousands) 12/31/ /31/2013 Provision at the beginning of the year 2,742 2,786 Costs of services rendered Costs of discounting Provision of services over the year (57) (82) Change in scope of consolidation (161) RMC 2012 retirement mutual correction 12 Change of assumptions 471 (71) Reductions/cessations (7) (240) Actuarial gains and losses from experience (21) 111 Provision at year-end 3,666 2,742 Of which expense accounted under income 475 (83) Of which expense entered in other elements of comprehensive income NextRadioTV DOCUMENT DE REFERENCE

109 Consolidated financial statements DISBURSEMENTS EXPECTED IN FOLLOWING TEN YEARS ( thousands) Disbursements To To To To To ,383 To Tests on sensitivity of assumptions Obligation at year-end with a discount rate of -0.25%: + 165,000 Obligation at year-end with a discount rate of +0.25%: - 154,000 Defined contribution plans Sums paid (employer share) under the defined contribution plans at December 31, 2014 is 22,404,000 and 21,811,000 for the 2013 fiscal year. Other employee benefits The Company has a policy of distributing bonus shares to certain members of staff and corporate officers of NextRadioTV and its subsidiaries. The seven initial plans to award bonus shares issued since August 28, 2005 and awarded to a total of eleven beneficiaries have been valued for their fair value at the grant date, in accordance with IFRS 2. The plan of July 26, 2010 has been canceled and entirely absorbed due to the departure of the employee beneficiary. The amount entered (with a corresponding entry to equity capital) under the benefit granted to staff members and corporate officers for 2014 represents a charge of 82,000 against a charge of 82,000 for the 2013 fiscal year. BREAKDOWN OF BONUS SHARE ALLOCATION PLANS AT DECEMBER 31, 2014 Date of allocation by the Board of Directors Date of expiry of the vesting period Number of beneficiaries Plan of 09/22/ /30/ Plan of 09/22/ /30/ Plan of 07/26/2010 (*) 07/26/ Plan of 07/26/2010 (*) 07/26/ Plan of 07/26/2010 (*) 07/26/ Plan of 07/26/2010 (*) 04/01/ Number of bonus shares adjusted at 12/31/2014 at 12/31/2013 Plan of 12/02/ /01/ ,000 30,000 Number of bonus shares awarded 30,000 30,000 (*) These allocations are subject to a presence and performance condition. For all of the plans, the number of bonus shares allocated has evolved as follows: (in number of shares) 12/31/ /31/2013 Total at the beginning of the fiscal year 30,000 35,355 Adjustment linked to capital increases Bonus shares allocated Bonus shares definitively acquired (5,355) Bonus shares canceled Total at the close of the fiscal year 30,000 30,000 NextRadioTV DOCUMENT DE REFERENCE

110 Consolidated financial statements Note 9.12 Financial liabilities ( thousands) 12/31/ /31/2013 Bond 4 4 Credit establishment borrowings 35,341 41,694 Bank overdrafts 41 - Liability linked to finance leases 3,386 2,957 Other financial debts 115 Financial debt 38,772 44,769 Cash and cash equivalent (21,123) (14,789) Net financial debt 17,649 29,980 FINANCIAL LIABILITIES PAYABLE AT DECEMBER 31, 2014 The amount of bonds reimbursed during the 2014 fiscal year is superior to the amount in the column "less than one year" at December 31, ( thousands) 12/31/2014 Less than 1 year Bond 4 4 Between 1 and 5 years Credit establishment borrowings 35, ,380 Bank overdrafts Liability linked to finance leases (see Note ) 3,386 1,016 2,370 Other financial debts Financial debt 38,772 2,023 36,750 More than 5 years MAIN CHARACTERISTICS OF FINANCIAL DEBTS AND FINANCE LEASES ( thousands) 12/31/ /31/2013 Bank loans and finance leases 38,772 44,769 Of which at fixed rate 13,688 8,103 Of which at variable rate 25,084 36,666 Of which euro currency 38,772 44,769 Note Main characteristics of bonds and redeemable warrants There were 2,420,000 redeemable warrants at December 31, Each redeemable warrant allows you to subscribe to shares at the price of Note Breakdown of loans linked to finance leases These various finance leases have been put in place mainly within the framework of the launch and development of BFMTV and investments made for the launch of BFM Business TV and RMC Découverte. ( thousands) 12/31/ /31/2013 Amount of financial liabilities Net amount of fixed assets financed Amount of financial liabilities Net amount of fixed assets financed Total 3,386 3,679 2,957 3,947 Of which due dates less than 1 year 1,016 1,059 Of which due dates 1 to 5 years 2,370 1,897 Of which due dates more than 5 years 0 0 NextRadioTV DOCUMENT DE REFERENCE

111 Consolidated financial statements Note 9.13 Suppliers and other creditors ( thousands) 12/31/ /31/2013 Trade payables and related accounts 40,291 41,189 Customer creditors and credit notes to be issued 1,688 2,160 Deferred income Total trade and other payables 42,837 44,079 The fair value of trade accounts payable and other payables is the equivalent to their book value taking account of the short-term due dates of these debts. Customer creditors and credit notes to be issued correspond essentially to the end-of-year discounts as part of the contracts concluded with advertisers. Deferred income corresponds to the advanced billing of advertising campaigns. Note 9.14 Other current liabilities ( thousands) 12/31/ /31/2013 Social debt 22,821 21,719 Tax debts (excluding corporation tax) 34,980 29,116 Other payables 3,745 1,596 Other current liabilities 61,547 52,431 Note 10 Other information Note 10.1 Exposure to financial risks The various risks which the Group could face are as follows: The credit risk is dealt with in Note 9.5 of paragraph 5.5 of this Chapter 5. Note Risks relating to the Company's activity Since the Group's revenue comes essentially from advertising, it is dependent on this market and its variations. Visibility on this market is extremely low and the sector is very competitive. A significant fall in this market could have an unfavorable impact on the Group's activity, results, financial situation and its capacity to meet its targets. Note Liquidity risk This is the risk that the Group runs if it is not in a position to honor its debts when they are payable. In order to manage the liquidity risk, the Group has put in place a procedure to monitor the cash situation and predictive management of finance requirements, in order to be able to access the liquidities needed to cover its current liabilities. The Group has also put in place a centralized management of the cash situation within the framework of two pooling contracts. Financial instruments entered on liabilities side of balance sheet in 2014 and /31/2014 ( thousands) Value on balance sheet Fair value Fair value by income Loans and debtors Debts at depreciated cost Non-current financial liability 36,750 36,750 36,750 Current financial liability 2,023 2,023 2,023 Trade and other payables 42,837 42,837 42,837 Other current liabilities 61,547 61,547 61,547 Total financial liabilities 143, , ,384 38,772 NextRadioTV DOCUMENT DE REFERENCE

112 Consolidated financial statements 12/31/2013 ( thousands) Value on balance sheet Fair value Fair value by income Loans and debtors Debts at depreciated cost Non-current financial liability 43,512 43,512 43,512 Current financial liability 1,257 1,257 1,257 Trade and other payables 44,079 44,079 44,079 Other current liabilities 52,431 52,431 52,431 Total financial liabilities 141, ,279 96,510 44,769 Overall liquidity schedule of the Group at December 31, 2014 The main characteristics of the financial debts contracted by the Group are presented in Note 9.12 of paragraph 5.5 of this Chapter 5. ( thousands) Value on balance sheet Assets Liabilities Total Contractual schedule, not discounted 0-3 months 3-6 months 6-12 months 1-5 years > 5 years Other non-current financial assets 1,774 1,774 1,774 Trade receivables 68,724 68,724 66,429 2,294 Other debtors 27,693 27,693 27,693 Cash and cash equivalent 21,123 21,123 21,123 Non-current financial liabilities (excluding interest) 36,750 (36,750) (34,981) (1,769) Current financial liabilities (excluding interest) 1,911 (1,911) (593) (402) (916) Interest on financial liabilities 111 (1,932) (165) (165) (325) (1,249) (28) Trade and other payables 42,837 (42,837) (42,837) Tax and social security payments due 61,547 (61,547) (61,547) Total 119, ,156 (25,664) 10,102 (567) 1,054 (34,456) (1,797) Breakdown of financial commitments of the Group at December 31, 2014, apart from usual commitments within the framework of a credit convention The financial commitments are subject to ratios: leverage ratio (net financial debts/ebitda (1) ); gearing ratio (net financial debts/equity capital). The most restrictive of them imposes a leverage ratio strictly below 2 and a gearing ratio strictly below 1. The ratios are respected at December 31, In order to ensure the financing of general requirements, the Group has at December 31, 2014 confirmed credit lines and authorized overdrafts for a total of million, of which million not drawn at December 31, Note Rates risk Debts at variable rates (bank credit lines) are indexed on the three-month Euribor for financial debts. Considering that the rates risk affects 25.0 million, any increase of 1% in variable interest rates would involve an annual increase in financial costs of 250,000. Note Foreign exchange risk Since the Group is mainly active in the euro zone, it is not significantly exposed to the foreign exchange risk. (1) EBITDA: denotes, on the basis of the annual consolidated financial statements, the current operating income plus depreciations and provisions, and depreciations of tangible and intangible fixed assets, as well as the charges linked to the stock-options plans or other personnel charges in the sense of IFRS 2. NextRadioTV DOCUMENT DE REFERENCE

113 Consolidated financial statements Note 10.2 Information on related parties The relationships between NextRadioTV and its various subsidiaries (BFM, BFMTV, CBFM, RMC, NextRégie, RMC Sport, NextInteractive, Groupe Tests Holding, NextradioTV Production, RMC BFM Production, RMC Découverte, NextDev, NewCo 3, La Banque Audiovisuelle and MoneyWeb) are standard relationships between a holding company and its operational subsidiaries. Certain services common to the subsidiaries, general management, technical management and broadcasting and programming management have been transferred to the parent company which re-bills management fees to its subsidiaries. These management fees are calculated using allocation keys which are determined for each service, according to their use of common services. These transactions are eliminated in the consolidated financial statements. NextRadioTV has concluded a service provision and management convention with News Participations, leading holding of the Group, by the terms of which the latter is committed to supplying management and support services to the Group. The balances on the balance sheet and income statement are as follows at December 31, 2014: News Participations receivables: 5,000 News Participations supplier debts: 182,000 Charges booked: 1,919,000 No other relationship or significant operation with parties related to the Group has been registered during the periods presented. REMUNERATION AND BENEFITS IN KIND AWARDED BY THE GROUP TO MEMBERS OF THE BOARD OF DIRECTORS This remuneration includes that of members of the Board of Directors under directors' fees and their various activities within the Group. Post-employment benefits correspond to the amount of retirement commitments under a working contract. ( thousands) 12/31/ /31/2013 Short-term benefits Post-employment benefits 9 None Other long-term benefits None None Employment termination benefits None None Payments in shares None None Total Note 10.3 Dividends NextRadioTV distributed a dividend of 0.4 per share in the 2014 fiscal year. Note 10.4 Off-balance sheet commitments The booking as a fixed asset of documentaries occurs when the program is considered to be broadcastable and meets the following conditions: the rights must be open; the program must have been subject to a technical acceptance. As soon as one of these two conditions is not met, the rights are entered under commitments. The amount of the commitments entered in this respect at December 31, 2014 was 44,210,000. ( thousands) below 1 year Between 1 and 5 years above 5 years 12/31/ /31/2013 Purchases of broadcasting rights not open and not invoiced 5,626 4,796 10,422 12,065 Property leasing contracts 3,137 6,535 9,671 12,547 Signal broadcasting contracts 21,857 21,857 19,875 Maintenance contracts 2,260 2,260 2,005 Total of commitments given linked to operational activities 32,880 11, ,210 46,492 These commitments have been valued on the basis of future minimum payments. NextRadioTV DOCUMENT DE REFERENCE

114 Consolidated financial statements Note 10.5 Post-closing events On March 5, 2015 NextRadioTV acquired, from the Le Figaro group, all of the shares making up the capital of La Banque Audiovisuelle, publisher of the Vodeo platform, i.e. 231,780 shares. Vodeo is a VOD/SVOD platform specializing in documentaries. Vodeo has a catalog of almost 5,000 programs, ADSL and cable distribution contracts and about 3,000 SVOD subscribers. The objective of NextRadioTV is to become leader of the VOD documentary sector in France with RMC Découverte, the country' s number 1 documentary channel. Note 10.6 Statutory Auditors' fees (In thousands/in %) Audit Total Statutory auditing, certification, review of individual and consolidated accounts Issuer Fully consolidated subsidiaries 12/31/2014 PricewaterhouseCoopers Audit % 54% 57% 55% Deloitte % 46% 43% 45% Total /31/2013 PricewaterhouseCoopers Audit % 55% 45% 50% Deloitte % 45% 55% 50% Total (In thousands/in %) CSR Total Verification of employee, environmental and societal information Issuer Fully consolidated subsidiaries 12/31/2014 Deloitte NextRadioTV DOCUMENT DE REFERENCE

115 Consolidated financial statements 5.6 Statutory Auditors report on the consolidated financial statements Fiscal year ended on December 31, 2014 To the Shareholders, NextRadioTV 12, rue d Oradour-sur-Glane Paris In compliance with the duties with which we have been entrusted by your General Meeting, we hereby present our report for the fiscal year ended on December 31, 2014, on: the audit of the accompanying consolidated financial statements of NextRadioTV; the basis of our assessments; the specific verification required by law. The consolidated financial statements were approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I - Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require us to implement procedures that enable us to obtain reasonable assurance that the consolidated financial statements are free of material misstatements. An audit involves verifying, using sampling techniques and other methods of selection, the evidence used to support the amounts and information disclosed in the consolidated financial statements. It also involves assessing the accounting principles used, the significant estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion. We hereby certify that, with regard to the IFRS reference framework adopted in the European Union, the consolidated financial statements for the fiscal year give a true and fair view of the assets and liabilities as well as of the financial position of the Group and of the results of all consolidated persons and entities. II - Basis of our assessments Pursuant to Article L of the French Commercial Code relating to the basis of our assessments, please note the following: As shown in notes 4.2, and 9.1 to the consolidated financial statements on goodwill, the book value of corresponding NextRadioTV assets was compared with the sum of future discounted cash flows so as to confirm the absence of impairment. In addition, the book value of NextRadioTV deferred tax assets was analyzed to confirm its recoverability, as mentioned in notes 4.14 and 9.4 to the consolidated financial statements on deferred tax assets. Based on information available to-date, our assessment of the aforementioned audit evidence was based on: knowledge gained of the procedure followed by the Company's Management when conducting impairment tests and how such tests are put into practice; a review of the data and assumptions used for the basis of forecasting future results and discounting cash flows and the resulting measurements. We also checked that the notes to the aforementioned consolidated financial statements provide the appropriate information. These assessments were made as part of our audit of the consolidated financial statements, taken as a whole, and therefore contributed to the formation of our opinion as expressed in the first part of this report. III - Specific verification As required by professional standards applicable in France, we also conducted the specific verification, required by law, of the Grouprelated disclosures provided in the management report. We have no matters to report as to their fair presentation and consistency with the consolidated financial statements. Neuilly-sur-Seine, April 30, 2015 The Statutory Auditors PricewaterhouseCoopers Audit Deloitte & Associés Xavier CAUCHOIS Fabien BROVEDANI NextRadioTV DOCUMENT DE REFERENCE

116 6 Parent company financial statements 6.1 Income statement Balance sheet Notes Notes to the financial statements Note 1 Significant events, accounting principles, evaluation methods, comparability of the financial statements Note 2 Information on the balance sheet Note 3 Information on the income statement Fixed assets Amortization Provisions and impairment recorded in the balance sheet Accounts payable and receivable Breakdown of share capital Accrued income Accounts payable Deferred income and prepaid expenses Details pertaining to several balance sheet items Details pertaining to several balance sheet items from the income statement Breakdown of net revenue Breakdown of income tax Leases Financial commitments Increases and reductions in future tax liabilities Average workforce List of subsidiaries and equity investments Changes in equity Bonus share plans Five-year company results table Statutory Auditors report on the annual financial statements NextRadioTV DOCUMENT DE REFERENCE

117 Parent company financial statements 6.1 Income statement Income statement ( thousands) 12/31/ /31/2013 Operating income (1) Goods sold Production sold (goods) Production sold (services) 17,543,722 16,547,909 Net revenue* 17,543,722 16,547,909 Production stored Capitalized production Partial net income from long-term transactions Operating subsidies Reversals on provisions and transferred expenses 14,540 19,419 Other income 1,780 1,080 17,560,042 16,568,408 Operating expenses (2) Purchases of goods for resale Changes in inventory Purchase of raw materials and other supplies Changes in inventory Other purchases and external expenses (a) 10,103,330 8,611,617 Taxes, duties and similar payments 620, ,719 Salaries and wages 4,065,057 3,548,973 Social charges 1,919,795 1,669,688 Amortization, depreciation and provision charges: Fixed assets: amortization and depreciation 694, ,872 Fixed assets: impairment Current assets: impairment Provisions for contingencies and losses: allocations to provisions 174,154 63,596 Other expenses 31,528 2,404 17,608,349 15,401,870 Operating income (48,307) 1,166,538 Share of joint ventures Profits allocated or loss transferred Loss incurred or profits transferred Financial income From equity investments (3) 64,355 30,125 Other marketable securities and receivables on fixed assets (3) Other interest and related income (3) 1,363,481 1,841,923 Reversals on depreciation, provisions and transferred expenses 21,283 Positive exchange differences 80 Net income from disposals of marketable investment securities 1,427,836 1,893,411 NextRadioTV DOCUMENT DE REFERENCE

118 Parent company financial statements ( thousands) 12/31/ /31/2013 Financial expenses Amortization, depreciation and provision charges 12,000,000 Interest and related expenses (4) 834, ,915 Negative exchange differences Net expenses from disposals of marketable investment securities 834,495 12,632,915 Net financial income/(expenses) 593,341 (10,739,504) Current profit/(loss) before tax 545,034 (9,572,966) Non-recurring income On management transactions On capital transactions 186,665 7,536,877 Reversals on depreciation, provisions and transferred expenses 186,665 7,536,877 Non-recurring expenses On management transactions 72,463 81,885 On capital transactions 150,782 5,079,487 Amortization, depreciation and provision charges 223,246 5,161,372 Non-recurring income/(expenses) (36,581) 2,375,505 Employee profit sharing Income tax (5,440,250) (9,335,601) Total income 19,174,542 25,998,696 Total expenses 13,225,839 23,860,556 Profit or loss 5,948,703 2,138,141 (a) Including: Lease payments for movable property 214,514 19,082 Property finance leases (1) Of which income related to previous years (2) Of which expenses related to previous years (3) Of which income concerning related parties 1,363,481 1,872,048 (4) Of which interest concerning related parties NextRadioTV DOCUMENT DE REFERENCE

119 Parent company financial statements 6.2 Balance sheet Balance sheet - assets ( thousands) 12/31/ /31/2013 Amortization/ Gross Impairment Net Net Subscribed uncalled capital Fixed assets Intangible assets Incorporation costs Research and development costs Concessions, patents, licenses, software, rights and similar 1,885,547 1,499, , ,627 Goodwill Other intangible assets Intangible assets in progress Advances and prepayments Property, plant and equipment Land Buildings Technical facilities, machinery and equipment 549, ,389 69, ,092 Other property, plant and equipment 1,303, , , ,631 Property, plant and equipment in progress 233, , ,058 Advances and prepayments Financial investments Equity investments 253,700,125 12,000, ,700, ,677,719 Receivables related to equity investments Portfolio investments Other long-term securities Loans Other financial investments 1,948,036 1,948,036 1, ,620,602 14,574, ,045, ,268,732 Current assets Inventories and work in progress Raw materials and other supplies Work in progress (goods and services) Semi-finished and finished goods Goods Advances and prepayments paid on orders 378, ,653 Receivables Trade and other receivables 3,291,548 14,664 3,276,884 3,747,199 Other receivables 93,473,627 93,473,627 63,711,695 Subscribed, called-up, unpaid capital Marketable investment securities Treasury shares 402, , ,237 Other securities Short-term financial instruments Cash 21,003,703 21,003,703 14,122,165 Prepaid expenses 100, , , ,650,452 14, ,635,788 82,090,258 Deferred expenses Bond redemption premiums Asset translation differences Grand total 378,271,054 14,589, ,681, ,358,989 NextRadioTV DOCUMENT DE REFERENCE

120 Parent company financial statements Balance sheet - liabilities ( thousands) 12/31/ /31/2013 Equity Share capital (of which paid: 643,839) 643, ,149 Issue, merger and contribution premiums 102,687,083 98,434,181 Revaluation differences Differences on equity-accounted investments Reserves: legal reserve 63,615 66,717 statutory or contractual reserves regulated reserves Other reserves Retained earnings 58,989,160 63,184,597 Net income for the year (profit or loss) 5,948,703 2,138,141 Investment subsidies Regulated provisions 1,301,825 1,301,825 Other equity Income from issues of equity securities Conditional advances Other equity Provisions Net Net 169,634, ,761,610 Provisions for contingencies 418, ,853 Provisions for losses Liabilities (1) 418, ,853 Convertible bonds 4,000 4,000 Other bonds Loans from credit institutions (2) 25,090,609 36,723,874 Loans and financial debt (3) 159,420, ,393,327 Advances and prepayments received on orders in progress Trade and other payables 3,290,782 4,038,055 Tax and social contribution liabilities 5,623,072 3,105,972 Liabilities on fixed assets and related accounts 33,632 60,014 Other liabilities 154,871 28,285 Short-term financial instruments Deferred income (1) 11,482 Translation differences - liabilities 193,629, ,353,526 Grand total 363,681, ,358,989 (1) Of which more than one year (excl. advances and prepayments received on orders in progress) 183,508, ,861,452 (1) Of which less than one year (excl. advances and prepayments received on orders in progress) 10,120,549 7,492,074 (2) Of which current bank overdrafts and bank credit balances 3,082 (3) Of which participating loans 10,230,000 5,000,000 NextRadioTV DOCUMENT DE REFERENCE

121 Parent company financial statements 6.3 Notes Notes to the financial statements The balance sheet before allocation of earnings for the year ended 12/31/2014 totaled 363,681,426, and the income statement for the year, presented in list form, showed a profit of 5,948,703. The notes or tables below form an integral part of the financial statements. Note 1 Significant events, accounting principles, evaluation methods, comparability of the financial statements Note 1.1 Significant events On May 22, 2014, the General Meeting decided to distribute a dividend of 0.40 per share with the option to pay the dividend in cash or in shares. The option to pay the dividend in shares resulted in the creation of 192,265 new shares, accounting for 1.20% of the share capital. The payment in cash amounted to 2,076,000. In order to bolster its financial structure, NextRadioTV took out two new loans totaling 5,230,000. Accordingly, NextRadioTV has confirmed and undrawn credit lines that total 32,250,000 as of December 31, Note 1.2 Accounting principles, rules and methods The financial statements have been approved in accordance with the provisions of the French Commercial Code and the French General Chart of Accounts. Generally accepted accounting principles have been applied in compliance with the principle of conservatism, and pursuant to the following basic assumptions: going concern; consistent accounting methods from one year to the next; independent fiscal years; and in accordance with the general rules for preparing and presenting financial statements. The valuation methods used for this year were unchanged from those used the previous year. The basic method used for valuing elements recorded in the accounts was the historical cost method. Note 1.3 Comparability of the financial statements The financial statements for the year ended December 31, 2014 and December 31, 2013 are comparable. Note 2 Information on the balance sheet Note 2.1 Intangible assets Intangible assets are valued at their acquisition or transfer cost (purchase price and related expenses, excluding acquisition cost of fixed assets). Intangible assets are amortized on a straight-line basis over their estimated useful life, from one to ten years. Trademarks are not amortized. Note 2.2 Property, plant and equipment Property, plant and equipment are recorded at their acquisition or transfer cost (purchase price and related expenses, excluding acquisition cost of fixed assets). In accordance with CRC Regulation , IT and office equipment acquired during the year were depreciated on a straight-line basis (no extra tax-driven impairment was recorded on these investments). NextRadioTV DOCUMENT DE REFERENCE

122 Parent company financial statements Depreciation periods used, reflecting the consumption pattern of expected future economic benefits are: Office equipment General facilities, fixtures and fittings IT equipment Furniture 3 to 10 years 10 years 3 to 10 years 4 to 5 years Note2.3 Equity investments and other securities Equity investments as well as other long-term securities were valued at their acquisition cost, including related expenses. As authorized by CU CNC Notice No C dated June 15, 2007, the company has included acquisition expenses (transfer rights, fees or commissions and legal fees) in the acquisition cost of equity investments starting from the 2007 fiscal year. Acquisition expenses, spread out on a straight-line basis over five years, were deducted by recording extra tax-driven impairment. This regulated provision will only be reversed upon disposal of the securities. An impairment is recorded when the market value is less than the acquisition cost. The market value of securities corresponds to the value in use for the company. It is determined according to each subsidiary's net assets, its profitability and future prospects. When the market value is less than the acquisition cost, an impairment is recorded for the difference. As additional information, and taking into consideration the growth in audience and results of NextRadioTV's subsidiaries, no impairment was recorded for equity investments held in RMC, RMC Sport, Business FM, BFMTV, CBFM and RMC Découverte. At the same time, and in order to take into account the disposal of the subsidiary Groupe Test Holding's Print business, a provision for 12,000,000 was created on December 31, 2013 to reflect the new share value of this subsidiary, which now combines the companies running the Group's Digital business as well as those selling all advertising space. The estimated value in use of Groupe Test Holding's equity investment was updated on December 31, This is based, in particular, on the estimated recoverable value created using the Discounted cash Flow (DCF) of the Group's Digital business. A variation using the "multiples" method was also conducted to confirm this value from the DCF method. The main assumptions used in the DCF were as follows: WACC rate: 10%; average annualized increase in revenue over the duration of the business plan (i.e. five years): 19.1%; EBITDA margin assumed on terminal value: 33.7%; Perpetual growth rate of revenue: 2.5%. A sensitivity analysis of these forecasts for WACC rate, revenue growth rate used in the business plan (over five years) and EBITDA margin was conducted. These various analyses confirm the net book value of equity investments recorded in the balance sheet. Note 2.4 Treasury shares Treasury shares were acquired under a liquidity contract as well as via a share buyback program for the shares not used for bonus share awards, and were recorded in other long-term investments according to CNC recommendations. These securities were allocated according to the FIFO method. At year-end, the inventory value is made up by the average trading price for the last month before year-end, and an impairment must be recorded if this value is less than the purchase price. Movements on treasury shares from the liquidity contract that took place during 2014: Number of shares as of January 1, 2014 Treasury share purchases Treasury share disposals Number of shares as of December 31, ,585 shares 520,951 shares 528,016 shares 13,520 shares Treasury shares held as part of the share buyback program and allocated to bonus share allocation plans were recorded in account 502# in accordance with the CNC Recommendation dated November 6, The number of treasury shares listed in the share buyback program and which were allocated to the bonus share allocation plan totaled 30,000 shares and were listed on the balance sheet for 402,000. NextRadioTV DOCUMENT DE REFERENCE

123 Parent company financial statements Note 2.5 Marketable investment securities Marketable investment securities were valued at their acquisition cost, excluding acquisition fees. In the event of a disposal of a block of securities in the same category granting the same rights, the value of the securities sold was estimated according to the FIFO method (First In, First Out). An impairment was recognized when the market value was less than the acquisition cost. A provision for impairment was recognized for marketable securities, based on their average price during the last month of the year, where applicable. Note 2.6 Trade receivables and payables Trade receivables and payables were valued at their nominal value. An impairment was carried out on receivables when the market value was less than the book value. Note 2.7 Cash Bank balances were valued at their nominal value. Note 2.8 Equity Following the dividend distribution for 2013 with the option to pay the dividend in cash or in shares, a capital increase of 192,265 shares with a par value of 0.04 was carried out for distributions to shareholders who opted for the payment of their dividend in shares. Note 2.9 Regulated provisions Regulated provisions listed in the balance sheet represent the difference between the tax amortizations and the depreciation calculated according to the terms described above. Regulated provisions are offset under non-recurring expenses under the "Regulated allocations to provisions - extra tax-driven impairment" line item. Note 2.10 Provisions for contingencies and losses The purpose of these provisions, established under the terms and conditions of CNC Notice No and CRC regulation No , is to enable the company to cover potential liabilities whose chargeable event took place prior to December 31, Changes in provisions for contingencies and losses is detailed in the tables included in the notes to the financial statements. In accordance with the latest CNC Recommendation, a provision for the bonus share expense was recorded for a total of 79,154 as of December 31, Note 3 Information on the income statement Note 3.1 Net financial income/(expenses) Net financial income/(expenses) came to a profit of 593,341 and breaks down as follows: Bank charges (76,857) Interest on loans (757,637) Interest on current accounts (3,086) Income from account holding charges 1,363,481 Revenue from equity investments 61,268 Note 3.2 Net non-recurring income/(expenses) Net non-recurring income/(expenses) generated a loss of 36,581 and breaks down as follows: Gain on treasury share purchases 186,665 Fines and penalties 2,537 Donations (75,000) Loss on treasury share purchases (150,782) NextRadioTV DOCUMENT DE REFERENCE

124 Parent company financial statements Note 3.3 Corporate income tax The company NextRadioTV is included in the NextRadioTV tax consolidation group. The tax consolidation amount included in corporate income tax for tax consolidation income was: Income for the year 8,866,964 The corporate income tax recorded was not changed by the Group's special agreements. The Company chose the tax consolidation scheme from January 1, 2006 and it serves as the head of the Group. Consolidation was expanded to the NextInteractive sub-group on July 1, RMC Sport, a subsidiary whose business began in September 2008, and CBFM, whose business launched in late 2010, joined the tax consolidation group starting on January 1, 2009 and January 1, 2011, respectively. In order to accommodate the development of Group business activities, the subsidiaries created in late 2010 joined the tax consolidation group on January 1, The tax consolidation agreement provided for tax neutrality. The Group's taxes break down as follows: the consolidated subsidiaries are responsible for the taxes that would have been theirs if they were not consolidated for tax purposes; the Group parent company collects the taxes determined by the profit-making and tax-consolidated subsidiaries. Note 3.4 Post-balance sheet events On March 5, 2015, the NextRadioTV Group acquired La Banque Audiovisuelle from the Figaro group via the subsidiary RMC Découverte. La Banque Audiovisuelle publishes the VODEO VOD/SVOD platform dedicated to documentaries. VODEO owns a catalog of nearly 5,000 programs, cable distribution agreements, ADSL and around 3,000 SVOD subscribers. The NextRadioTV Group's goal is to become the leader in documentary VOD in France with the help of RMC Découverte, the leading documentary channel in France. On April 8, 2015, the NextRadioTV Group acquired 100% of the shares in Moneyweb from its founders Alex Caude and Carim Joomun, through its subsidiary NextInteractive. Moneyweb operates four websites and their applications: tradingsat.com is a stock market news and advice site for individual investors; lavieimmo.com is a portal for real estate information, advice and services; verif.com is a platform for finding information on companies (bylaws, financial statements); zone-turf.fr is a horse-racing prediction and news site. The acquisition of Moneyweb is going to enable bfmtv.com to speed up its development strategy toward content in line with the group's primary topics, such as the economy and sports. In January 2015, the NextRadioTV Group purchased a stake in the site EasyCartouche.fr through M Ventures, the leading media for equity fund in France. Easy Cartouche specializes in online sales of laser ink cartridges and toners. This partnership is going to enable Easy Cartouche to sustain its substantial growth. Several waves of campaigns have already been carried out since the beginning of this year on RMC and BFMTV, and if the trend continues, the site could double its revenue in On April 2, the Group entered into exclusive negotiations with Diversité TV, publisher of the free DTT, Numéro 23. Also distributed to cable and satellite, Numéro 23 has reached 0.7% of audience share, up 0.3 points since The acquisition of this new DTT channel launched in 2012, which is for the moment still subject to receiving CSA approval, would enable the Group to reinforce its status as an independent player in the audiovisual market. This acquisition should immediately create major synergies for all of the Group's medias, due to RMC Découverte and Numéro 23's complementary formats as well as the advertising network's global market share that it will be strengthening. Note 3.5 Individual training rights Employees acquired 3,461 hours of training. NextRadioTV DOCUMENT DE REFERENCE

125 Parent company financial statements Note 3.6 French Competitiveness and Employment Tax Credit (CICE) The Company received 26,396 for the French Competitiveness and Employment Tax Credit (CICE), which the Company chose to present as a reduction in personnel costs. Note 3.7 Advances to executive officers In accordance with Article L of the French Commercial Code, no advances or credit were granted to the Company's executive officers. Note 3.8 Financial commitments Financial commitments are detailed in the tables included in the notes to the financial statements. Note 3.9 Pension commitments The company's collective bargaining agreement provides for end-of-career indemnities. No specific agreement has been signed, and no provision has been recorded for the corresponding commitments. The pension commitment is determined by applying a method that takes into account projected end-of-career salaries, employee turnover rate, life expectancy and actuarial assumptions for foreseeable payments. The amount of pension commitments totals 424,232. The actuarial assumptions used are as follows: applicable collective bargaining agreement: advertising, journalism and press; rate for social contributions: 41.5%; discount rate: 2%; salary growth rate: 2%; retirement age: 62 for employees born before January 1, 1970, 65 for employees born after January 1, 1970; mortality table: (INSEE TD/TV 10.12); turnover rate: years old: 15%, years old: 12%, years old: 9%, years old: 6%, years old: 3%, years old: 1%, over 55 years old: 0%. Note 3.10 Information on related parties NextRadioTV signed a service and management agreement with the company News Participations, the Group's lead holding company. The balances listed in NextRadioTV's balance sheet and income statement as of December 31, 2014 were as follows: Advances and prepayments paid 201,754 News Participations payables 383,800 News Participations receivables 4,948 Expense recorded 1,919,000 NextRadioTV DOCUMENT DE REFERENCE

126 Parent company financial statements Note 3.11 Compensation and benefits in kind granted by the Company to members of the Board of Directors This compensation includes that of members of the Board of Directors for attendance fees and their various activities within the Company. ( thousands) 12/31/ /31/2013 Short-term benefits Post-employment benefits None None Other long-term benefits None None Employment termination benefits None None Payments in shares None None Total Fixed assets Frame A ( thousands) Intangible assets Incorporation and development costs Gross value at the beginning of the year Revaluations Additions Acquisitions Other intangible assets Total II 1,524, ,738 Property, plant and equipment Land Buildings on owned land Buildings on third party land General facilities, fixtures and fittings of buildings Total I Technical facilities, machinery and equipment 549,385 General facilities, miscellaneous fixtures and fittings 690, ,341 Transportation equipment Office and IT equipment, furniture 396,867 9,772 Recoverable packaging and miscellaneous Property, plant and equipment in progress 109, ,627 Advances and prepayments Financial investments Equity-accounted investments Total III 1,746, ,740 Other equity investments 253,677,719 22,406 Other long-term securities Loans and other financial investments 1,200, ,432 Total IV 254,878, ,838 Grand total (I + II + III + IV) 258,149,279 1,545,316 NextRadioTV DOCUMENT DE REFERENCE

127 Parent company financial statements Frame B ( thousands) Decreases Intangible assets Incorporation and development costs Transfer Disposal Gross value at year-end Other intangible assets (II) 1,885,547 Property, plant and equipment Land Buildings on owned land Buildings on third party land General facilities, fixtures and fittings of buildings Technical facilities, machinery and equipment 549,385 General facilities, miscellaneous fixtures and fittings 897,178 Transportation equipment Office and IT equipment, furniture 406,639 Recoverable packaging and miscellaneous Property, plant and equipment in progress 73, ,692 Advances and prepayments Financial investments Equity-accounted investments (I) Total III 73,994 2,086,893 Other equity investments 253,700,125 Other long-term securities Loans and other financial investments 1,948,036 Total IV 255,648,161 Grand total (I + II + III + IV) 73, ,620,602 Revaluations original value NextRadioTV DOCUMENT DE REFERENCE

128 Parent company financial statements Amortization Position and movements during the year ( thousands) Intangible assets Incorporation and development costs Total I Value at the beginning Decreases of the year Additions/charges Disposal/Reversal Value at year-end Other intangible assets Total II 1,109, ,261 1,499,443 Property, plant and equipment Land Buildings, owned land Buildings on third party land General facilities, fixtures and fittings of buildings Technical facilities, machinery and equipment 377, , ,389 General facilities, miscellaneous fixtures and fittings 194, , ,758 Transportation equipment Office and IT equipment, furniture 199, , ,373 Recoverable packaging and miscellaneous Total III 771, ,155 1,075,521 Grand total (I + II + III) 1,880, ,416 2,574,963 NextRadioTV DOCUMENT DE REFERENCE

129 Parent company financial statements Provisions and impairment recorded in the balance sheet ( thousands) Opening balance Regulated provisions Provisions for reconstitution of mining and petroleum deposits Provisions for investments Provisions for price increases Additions: charges for the year Decreases: Reversals for the year Closing balance Extra tax-driven impairment 1,301,825 1,301,825 Of which exceptional 30% surcharge Tax provisions for foreign operations before January 1, 1992 Tax provisions for foreign operations after January 1, 1992 Provisions for start-up loans Other regulated provisions Total I 1,301,825 1,301,825 Provisions for contingencies and losses Provisions for litigation Provisions for customer warranties Provisions for losses on the futures markets Provisions for fines and penalties Provisions for exchange losses Provisions for pensions and similar obligations Provisions for taxes Provisions for fixed asset renewal Provisions for major repairs Provisions for social security and tax expenses on paid holidays Other provisions for contingencies and losses 243, , ,007 Total II 243, , ,007 Impairment On intangible assets On property, plant and equipment On investments in associates On equity investments 12,000,000 12,000,000 On other financial investments On inventories and work in progress On trade receivables 14,664 14,664 Other impairments Total III 12,014,664 12,014,664 Grand total (I + II + III) 13,560, ,154 13,734,496 Of which charges and reversals: from operating activities 174,154 from financial activities exceptional NextRadioTV DOCUMENT DE REFERENCE

130 Parent company financial statements Accounts payable and receivable Accounts receivable ( thousands) Gross amount 1 year or less More than 1 year Fixed assets Receivables related to equity investments Loans Other financial investments 1,948,036 1,948,036 Current assets Doubtful or disputed receivables 17,538 17,538 Other trade receivables 3,274,010 3,274,010 Receivables representing lent securities Personnel and other receivables 7,963 7,963 Social security and other social organizations (3,871) (3,871) Income tax Value added tax 624, ,042 Other taxes, duties and similar payments 53,055 53,055 Miscellaneous Group and associates 92,708,579 10,595,963 82,112,616 Miscellaneous receivables 83,859 83,859 Prepaid expenses 100, ,685 Total 98,813,895 14,753,244 84,060,652 Accounts Payable ( ) Gross amount 1 year or less From 1 to 5 years Convertible bonds 4,000 4,000 Other bonds Loans from credit institutions for less than 1 year at the outset 90,609 90,609 for more than 1 year at the outset 25,000,000 25,000,000 Miscellaneous loans and financial debt 10,292, ,102 9,380,000 Trade and other payables 3,290,782 3,290,782 Personnel and other receivables 1,001,282 1,001,282 Social security and other social organizations 982, ,380 Income tax 3,013,108 3,013,108 Value added tax ,033 Secured bonds Other taxes, duties and similar payments 117, ,268 Liabilities on fixed assets and related accounts 33,632 33,632 Group and associates 149,128, ,128,645 Other liabilities 154, ,871 Liabilities representing lent securities Deferred income 11,482 11,482 Total 193,629,194 10,120, ,508,645 Note: 5,230,000 in loans taken out and 11,500,000 in loans repaid during More than 5 years NextRadioTV DOCUMENT DE REFERENCE

131 Parent company financial statements Breakdown of share capital (Articles R and R of the French Commercial Code) Classes of shares Par value ( ) Number of shares Value at the beginning of the year Value at year-end Value at the beginning of the year Issued during the year Redeemed during the year Value at year-end Ordinary shares ,903, ,265 16,095,978 Accrued income (Articles R and R of the French Commercial Code) Accrued income included in balance sheet items ( thousands) 12/31/ /31/2013 Receivables related to equity investments Other long-term securities Loans Other financial investments Trade and other receivables 38,786 Other receivables 86,936 1,280,864 Marketable investment securities Cash Total 86,936 1,319,649 Accounts payable (Articles R and R of the French Commercial Code) Expenses payable included in balance sheet items ( thousands) 12/31/ /31/2013 Convertible bonds Other bonds Loans from credit institutions 90, ,792 Miscellaneous loans and financial debt 62,102 31,875 Trade and other payables 2,339, ,186 Tax and social contribution liabilities 1,613,475 1,412,840 Liabilities on fixed assets and related accounts Other liabilities Total 4,105,439 2,591,693 Deferred income and prepaid expenses (Articles R and R of the French Commercial Code) Deferred income ( thousands) 12/31/ /31/2013 Operating income 11,482 Financial income Non-recurring income Total 11,482 NextRadioTV DOCUMENT DE REFERENCE

132 Parent company financial statements Prepaid expenses ( thousands) 12/31/ /31/2013 Operating expenses 100, ,961 Financial expenses Non-recurring expenses Total 100, ,961 Details pertaining to several balance sheet items (Articles R and R of the French Commercial Code) Details pertaining to several balance sheet items ( thousands) Subscribed uncalled capital Intangible assets Advances and prepayments Property, plant and equipment Advances and prepayments Financial investments Amounts concerning companies Related entities Entities with which the company has an equity relationship Equity investments 253,677,719 Receivables related to equity investments Loans Other long-term securities Other financial investments Total Fixed assets 253,677,719 Advances and prepayments paid on orders 201,754 Receivables Trade and other receivables 4,948 3,215,687 Other receivables 92,714,175 Subscribed, called-up, unpaid capital Total receivables 206,702 95,929,862 Marketable investment securities Cash Liabilities Convertible bonds Other bonds Loans from credit institutions Miscellaneous loans and financial debt 149,128,644 Advances and prepayments received on orders in progress Trade and other payables 383,800 5,764 Liabilities on fixed assets and related accounts Other liabilities 154,871 Total Liabilities 383, ,289,279 Amounts of liabilities or receivables represented by commercial paper NextRadioTV DOCUMENT DE REFERENCE

133 Parent company financial statements Details pertaining to several balance sheet items from the income statement (Decree dated Article 10 and 24-15) ( thousands) Financial income and expenses Financial expenses Amounts concerning companies Related entities Entities with which the company has an equity relationship Financial income 1,363,481 Total 1,363,481 Breakdown of net revenue (Articles R and R of the French Commercial Code) ( thousands) France Abroad Total Sales of finished goods Sales of semi-finished goods Sales of residual goods Works Studies Services 12,994,286 12,994,286 Goods sold Income from related activities 4,549,436 4,549,436 Total 17,543,722 17,543,722 Breakdown of income tax (Articles R and R of the French Commercial Code) ( thousands) Before tax Corresponding tax After tax + Current profit/(loss) 545,034 (261,772) 283,262 + Net non-recurring income/(expenses) (36,581) 12,192 (24,389) + Tax consolidation 5,689,830 5,689,830 Net profit/(loss) 508,453 (5,440,250) 5,948,703 NextRadioTV DOCUMENT DE REFERENCE

134 Parent company financial statements Leases (Articles R and R of the French Commercial Code) Balance sheet line items ( thousands) Land Buildings Original value Theoretical amortization and depreciation charges for the year accumulated Theoretical net value Lease payments for the year accumulated Technical facilities, machinery and equipment 753, , , , , ,473 Other property, plant and equipment Fixed assets in progress Total 753, , , , , ,473 Balance sheet line items ( thousands) Lease payments remaining to be paid Land Buildings less than 1 year Between 1 and 5 years More than 5 years Total Residual purchase price Amounts paid during the year Technical facilities, machinery and equipment 256, , , ,514 Other property, plant and equipment Fixed assets in progress Total 256, , , ,514 Financial commitments (Articles R and R of the French Commercial Code) Commitments given ( thousands) 12/31/2014 Notes receivable Guarantees, securities and deposits Movable property lease commitments 617,474 Property finance lease commitments Pension, retirement and related commitments 424,232 Other commitments given Bank guarantee for security deposit 768,786 Total 1,810,492 NextRadioTV DOCUMENT DE REFERENCE

135 Parent company financial statements Increases and reductions in future tax liabilities (Articles R and R of the French Commercial Code) Increases in future tax liabilities ( thousands) at 12/31/14 Regulated provisions Extra tax-driven impairment 1,301,825 Provisions for price increases Provisions for exchange rate fluctuations Other Deferred taxes related to the use of tax savings from consolidated companies 179,246,949 Total 180,548,774 Reductions in future tax liabilities ( thousands) at 12/31/14 Non tax-deductible provisions during the year they were recorded Provisions for paid leave Employee profit-sharing French company social solidarity contribution (C3S) provision 25,807 Provision for construction 16,856 Other Retained losses 52,099,670 Total 52,142,333 Average workforce (Articles R and R of the French Commercial Code) Salaried staff Executives Management 33 Supervisors and technicians Employees 17 Workers Staff made available to the company Total 50 0 NextRadioTV DOCUMENT DE REFERENCE

136 Parent company financial statements List of subsidiaries and equity investments (Articles R and R of the French Commercial Code) ( thousands) Share capital Equity DETAILED INFORMATION ON SUBSIDIARIES AND EQUITY INVESTMENTS 1 Subsidiaries (more than 50% of share capital held) Share capital held as a % Net income for the last fiscal year RMC 2,287,500 78,354, ,573,830 CBFM 37,000 (12,933,766) (3,103,649) Groupe Tests Holding 55,223,196 54,954, (337,443) NextDev 1,000 (25,669) (5,041) RMC-BFM Édition 1, , ,204 RMC Découverte 1,000 (8,945,480) (4,271,768) NewCo 3 1,000 (2,769) (3,769) NextRadioTV Production 1,000 (6,982) (583) Business FM 592,000 6,735, ,274,042 BFMTV 78,364,070 35,662, ,464,000 RMC Sport 37, , (190,684) NextInteractive* (199,272) 7,277, (2,293,720) NextRégie* 7,866,477 13,696, ,363,836 RMC BFM Production* 1,000 (575,470) (218,398) BFM Business TV 37,000 9, (6,127) 2 Equity investments (from 10 to 50% of share capital held) * Held via Groupe Tests Holding. NextRadioTV DOCUMENT DE REFERENCE

137 Parent company financial statements Changes in equity ( ) Amounts Prior year's equity after income and before the General Meeting 165,761,610 Distributions (2,076,087) Equity at the beginning of the year 163,685,523 Changes in share capital Changes in issue, merger and contribution premiums Changes in investment subsidies and regulated provisions Changes in other line items Contributions received with retroactive effect at the beginning of the year Equity at the beginning of the year after retroactive contributions 163,685,523 Changes in share capital 7,690 Changes in the drawing account Changes in issue, merger and contribution premiums 4,252,902 Changes in revaluation adjustments Changes in legal, statutory contractual and other reserves (3,102) Changes in regulated reserves Changes in retained earnings (4,195,437) Changes in investment subsidies and regulated provisions Allocation of prior year's profit to equity (excluding dividend distribution) (62,054) Changes during the year Equity at year-end before profit 163,685,523 Net profit for the year 5,948,703 Equity at year-end after profit and before the General Meeting 169,634,226 Bonus share plans On December 2, 2010, the Company awarded bonus shares to certain Group employees, by decision of the Board of Directors. The award was conditional upon five years of service. STATUS OF BONUS SHARE PLANS AT YEAR-END Date awarded by the Board of Directors Expiration date of the vesting period Number of recipients Number of shares awarded 12/31/ /31/ /02/ /01/ ,000 30,000 NextRadioTV DOCUMENT DE REFERENCE

138 Parent company financial statements 6.4 Five-year company results table ( thousands) Share capital at year-end from 01/01/2014 to 12/31/2014 from 01/01/2013 to 12/31/2013 from 01/01/2012 to 12/31/2012 from 01/01/2011 to 12/31/2011 from 01/01/2010 to 12/31/2010 Share capital 643, , , , ,165 Number of existing ordinary shares 16,095,978 15,903,713 16,679,124 16,679,124 16,679,124 Number of existing preferred dividend shares (without voting rights) Maximum number of shares to be issued: by converting bonds by exercising subscription rights Operations and results for the year Pre-tax revenue 17,543,722 16,547,909 15,483,976 14,363,951 10,627,857 Profit before tax, employee profit-sharing and amortization, depreciation and provision charges 1,377,023 5,739,725 1,391,855 3,869,317 5,560,343 Income tax (5,440,250) (9,335,601) (7,316,817) (4,465,956) (5,115,373) Employee profit-sharing due for the year 10,571 3, ,481 Profit after tax, employee profit-sharing and amortization, depreciation and provision charges 5,948,703 2,138,141 8,069,549 7,820,698 9,546,242 Earnings per share Profit after tax, employee profit-sharing and before amortization, depreciation and provision charges Profit after tax, employee profit-sharing and amortization, depreciation and provision charges Dividend allocated to each share (1) Staff Average workforce of salaried employees Total payroll 4,065,057 3,548,973 2,906,224 2,637,622 2,506,526 Amounts paid for social contributions (social security, social activities, etc.) 1,919,795 1,669,688 1,351,156 1,228,835 1,228,563 (1) For 2014, amount proposed to the Combined General Meeting on May 21, NextRadioTV DOCUMENT DE REFERENCE

139 Parent company financial statements 6.5 Statutory Auditors report on the annual financial statements Fiscal year ended on December 31, 2014 To the Shareholders, NextRadioTV 12, rue d Oradour-sur-Glane Paris In compliance with the duties with which we have been entrusted by your General Meeting, we hereby present our report for the fiscal year ended on December 31, 2014, on: the audit of the accompanying annual financial statements of NextRadioTV; the basis of our assessments; the specific verifications and disclosures required by law. The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I - Opinion on the annual financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require us to implement procedures that enable us to obtain reasonable assurance that the annual financial statements are free of material misstatements. An audit involves verifying the evidence used to support the amounts and information disclosed in the annual financial statements by using sampling techniques and other methods of selection. It also involves assessing the accounting principles used, the significant estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion. We hereby certify that, with regard to French accounting rules and principles, the annual financial statements give a true and fair view of the results of its operations over the year ended as well as of the Company's assets and liabilities and financial position as of the end of this fiscal year. II - Basis of our assessments Pursuant to Article L of the French Commercial Code relating to the basis of our assessments, please note the following: The note to the annual financial statements entitled "Equity investments and other securities" shows, in particular, accounting rules and methods relating to equity investments held. These are covered by a provision for depreciation wherever the gross value recognized in the accounts is greater than the value in use determined according to the subsidiary's net assets, its profitability and future prospects including audience results, where appropriate. As part of our assessment of the accounting rules and principles used by your Company, we verified the appropriateness of such methods and of the information provided in the notes to the annual financial statements and satisfied ourselves as to their correct application. These assessments were made as part of our audit of the annual financial statements, taken as a whole, and therefore contributed to the formation of our opinion as expressed in the first part of this report. III - Specific verifications and disclosures In accordance with the professional standards applicable in France, we also conducted the specific verifications required by law. We have no matters to report as to the fair presentation and consistency with the annual financial statements of the information provided in the Board of Directors' management report and in documents sent to shareholders regarding the financial position and the annual financial statements. We have verified the consistency of the information provided in accordance with the requirements of Article L of the French Commercial Code on the compensation and benefits received by corporate officers and any other commitments made in their favor, with the financial statements or with data used as the basis for the preparation of such financial statements and with the information obtained by your Company from companies controlling your Company or controlled by it, where applicable. Based on this work, we hereby attest to the accuracy and fair presentation of this information. In accordance with French law, we are satisfied that you were provided with information relating to the acquisition of equity and controlling interests and the identity of holders of capital interests or voting rights in the management report. Neuilly-sur-Seine, April 30, 2015 The Statutory Auditors PricewaterhouseCoopers Audit Xavier Cauchois Deloitte & Associés Fabien Brovedani NextRadioTV DOCUMENT DE REFERENCE

140 7 Information on the Company and share capital 7.1 Information on the Company General information Information relating to the bylaws Information on the share capital Share capital and voting rights Changes to the share capital Delegated authority to increase the share capital and other authorizations Potential share capital Share capital which is under option or agreed conditionally or unconditionally to be put under option Voting rights Share buyback Shareholders Shareholding structure Information on shareholding threshold disclosures Information on measures taken to prevent abuse of control Information likely to have an impact in the event of a public tender offer Employee stock ownership Share pledge Stock market information Market for the stock Dividends NextRadioTV DOCUMENT DE REFERENCE

141 Information on the Company and share capital 7.1 Information on the Company General information Registered name, trading name and registered office of the Company The Company s registered name is NextRadioTV, which is also its principal trading name. The Company s registered office is 12, rue d Oradour-sur-Glane, Paris, telephone +33 (0) Place of registration of the Company, registration number and business sector (APE) code The Company is registered with the Companies Register in Paris under number Its SIRET number is Its business sector code is 6010Z. Legal form of the Company and applicable legislation (Article 1 of the bylaws) The Company is a public limited company (société anonyme) under French law with a Board Of Directors. It is subject to the provisions of Book II of the French Commercial Code. Date of incorporation and duration of the Company (Article 5 of the bylaws) The Company was incorporated on November 8, 2000 as a public limited company with a management board and supervisory board. It was registered with the Companies Register in Paris on November 27, On October 6, 2005, the Company changed its administration and management structure to become a public limited company with a Board Of Directors. The duration of the Company is 99 years from its registration in the Companies Register, unless it is dissolved or its duration is extended. Corporate purpose (Article 3 of the bylaws) The Company s purpose, both in France and elsewhere, covers: all commercial and financial transactions pertaining to the creation, acquisition, publishing, operation and management of all television activities and all sound broadcasting stations, and in general any and all other means of communication, present or future; the acquisition and management of shareholdings in other companies with radio, television, multimedia and/or internet operations; the Company s participation in any undertakings, economic interest groups or French or foreign companies, currently existing or created in the future, which can be directly or indirectly linked to the corporate purpose or to any similar or related purposes, including undertakings, groups or companies whose corporate purpose might in any way contribute to the attainment of the corporate purpose, particularly through the contribution, subscription or purchase of shares, merger, joint venture, grouping, alliance or partnership; and in general all civil or commercial, movable, immovable or financial transactions pertaining directly or indirectly to the corporate purpose, able to facilitate the exploitation, development or extension thereof. Fiscal year The fiscal year covers a period of 12 months from January 1 to December 31 each year Information relating to the bylaws Calculation, allocation and distribution of profits (Articles 26 and 27 of the bylaws) The income statement summarizes the income and expenses for the year. After deducting depreciation, amortization and provisions, the remainder represents the profit or loss for the year. At least 5% of this profit, minus any prior losses, is allocated to the legal reserve (this levy will cease to be mandatory once the reserve is equal to one-tenth of the share capital, but will resume if for any reason the reserve should no longer be equal to this amount), and any amounts required to be set aside in compliance with the law. The balance, plus any retained earnings, constitutes the distributable profit available to the General Meeting. On the proposal of the Board of Directors, this will be distributed in whole or in part to shareholders as a dividend, allocated to reserve or capital redemption accounts, or carried forward. NextRadioTV DOCUMENT DE REFERENCE

142 Information on the Company and share capital The General Meeting has the power to grant shareholders, for all or part of the dividend distributed, the choice between payment of the dividend in cash or in shares, as provided by law. The General Meeting may also decide to pay the dividend in kind, or offer the choice of payment of the dividend in cash or in kind, for all or part of the dividend, as provided by law. The reserves available to the General Meeting may be used, at its discretion, to pay shareholders a dividend. In this case, the decision will specify the accounts from which the amounts are to be drawn. The Extraordinary General Meeting may decide on full or partial redemption of the shares using profits or reserves, other than the legal reserve. In this case, the shares will lose the proportional right to reimbursement of their par value. Dividend payment arrangements are set by the General Meeting or, failing this, by the Board of Directors. Dividends must be paid within a maximum period of nine months after the end of the fiscal year, unless this period is extended by court order. The Board of Directors may, subject to the relevant legal or regulatory provisions, distribute one or more interim dividends prior to approval of the annual financial statements. Board of directors The Company is administered by a Board of Directors composed of at least three and at most 18 members. Directors may be natural or legal persons. Legal entities serving on the Board are required to appoint a permanent representative to take part in board proceedings and to perform the duties of office in general. Permanent representatives are subject to the same conditions and obligations and have the same civil and criminal liability as if they were directors in their own right, but need not be shareholders. Term of office Age limit Members of the Board of Directors are appointed by the Ordinary General Meeting for a six-year term, expiring at the close of the Ordinary General Meeting called to approve the financial statements for the previous year and held in the year in which their term of office expires. Directors are eligible for re-election. Board members having reached 70 years of age may not account for more than one third of the Board. If a director or permanent representative turns 70 when a third of Board members are already this age, the oldest director or permanent representative is deemed to retire at the next Ordinary General Meeting. The age limit provisions also apply to permanent representatives of legal entities serving on the Board. Directors may be removed at any time by the General Meeting. Chairman of the Board of Directors The Board of Directors elects one of its members who is not a legal entity as Chairman and, if necessary, one or more Vice-Chairmen, for a period not exceeding that of their term of office as director. The Chairman must be younger than 70. If he or she turns 70 while in office, the Chairman is automatically deemed to have resigned at the end of the next Annual Ordinary General Meeting. The Board of Directors decides on its Chairman s compensation. It may remove the Chairman at any time. The Chairman organizes and manages the work of the Board of Directors, and reports on this to the General Meeting. He supervises the operation of the Company s various bodies, and ensures in particular that directors are able to fulfill their duties. Internal regulations of the Board of Directors The Board of Directors has adopted internal regulations to govern its operating procedures. The internal regulations supplement the legal and regulatory provisions and bylaws of the Company. The terms of the internal regulations are described below. The internal regulations serve as a reminder to Board members of the following standards of conduct, in accordance with recommendation 7 of the MiddleNext Code: on taking office, and before accepting it, members of the Board of Directors shall be made aware of the obligations attendant on their office, particularly those relating to the statutory rules on holding concurrent office; each member shall sign the internal regulations; the number of Company shares that each Board member is required to hold is at the discretion of the Board and is stated in the internal regulations, subject to the provisions of the Company s bylaws, which require at least one Company share to be held; in the event of a conflict of interests arising after being appointed to office, directors shall inform the Board, abstain from voting or taking part in discussions and, if necessary, resign. In the absence of information, it is assumed that no conflict of interest exists; wherever possible, members of the Board of Directors shall be diligent in attending meetings of the Board and committees on which they sit; Board members shall ensure that they have obtained all necessary information on the business to be discussed at meetings; Board members shall exercise the utmost professional discretion; Board members shall make every effort to attend General Meetings. NextRadioTV DOCUMENT DE REFERENCE

143 Information on the Company and share capital In accordance with recommendation 8 of the MiddleNext Corporate Governance Code, the criteria to be considered by the Board of Directors in order to classify a director as independent and to prevent potential conflicts of interest between the director and management, Company or Group are as follows: is not and has not been for at least three years an employee or executive officer of the Company or a Group company; is not a material client, supplier or banker of the Company or of the Group, nor do the Company or Group represent a material part of the member s business; is not the Company's reference shareholder; does not have close family ties with a corporate officer or reference shareholder; has not served as an auditor for the Company in the last three years. The Board is responsible for examining on a case-by-case basis the position of each of its members based on the criteria set out above. Provided that it can justify its position, the Board may consider one of its members to be independent even though he or she does not fulfill all the criteria; conversely, it may also consider one of its members as not independent, despite meeting all the criteria. The internal regulations also allow directors to attend and vote at Board meetings by videoconference or other means of telecommunication. In compliance with recommendation 15 of the MiddleNext Code and under the terms of its internal regulations, once a year the Board devotes an item on its agenda to a discussion of its practices, so as (i) to evaluate the quality and efficiency of Board proceedings (to check that key issues are suitably prepared and discussed, to ensure that directors have access to information, and to examine the conditions for preparing for meetings), (ii) to assess the Board s actual role in discharging its duties (setting or approving strategy, oversight, authorization), and (iii) to analyze the reasons for any shortcomings perceived by the Chairman, directors or shareholders. As required by law, the Chairman produces a report attached to the annual management report by the Board of Directors on the preparation and organization of the Board s work and the internal control procedures implemented by the Company. Board proceedings (Article 14) The internal regulations of the Board of Directors state that it shall meet as often as required by the Company s interests, and at least four times a year. The Board is convened by its Chairman, either at the registered office or at any other venue specified in the notice of meeting. In addition, the bylaws state that if the Board has not met for over two months, a number of directors representing at least onethird of Board members may ask the Chairman to call a meeting on a specific agenda. When the functions of Chairman and Chief Executive Officer are separated, the Chief Executive Officer may ask the Chairman to convene the Board on a specific agenda. The Board may be convened by any method, even verbally. Directors may give a proxy to another director to represent them in Board proceedings and to vote on their behalf on one or more or all items on the agenda. The Board will establish at its sole discretion whether the proxy which may also be given by letter or telegram is valid. Each director present may only represent one other director. The internal regulations drawn up by the Board of Directors state that for the purposes of calculating the quorum and majority, directors taking part in Board meetings by videoconference or other means of telecommunication compliant with the applicable regulations are deemed to be in attendance. This rule does not apply to the following decisions: appointment, compensation or dismissal of the Chairman, Chief Executive Officer and Deputy Chief Executive Officers; approval of the yearly financial statements and consolidated financial statements, drafting of the Management Report and of the report on Group management. Decisions are taken based on the quorum and majority required by law. In the event of a tie, the Chairman of the meeting has the deciding vote. The persons authorized to certify copies and excerpts of the minutes are identified in accordance with the applicable legal and regulatory provisions. Powers of the Board of Directors The Board of Directors determines the overall business strategy of the Company and supervises its implementation. Notwithstanding the powers expressly granted to shareholders meetings and subject to the limits of the corporate purpose, the Board concerns itself with any matter pertaining to the satisfactory operation of the Company and, through its resolutions, settles those matters that concern it. The Board of Directors carries out the checks and verifications it deems appropriate. Compensation (Article 18) Members of the Board of Directors may receive, by way of attendance fees, fixed annual compensation set by the General Meeting and maintained until otherwise decided by the shareholders. The Board of Directors decides how this is to be allocated based on methods it defines and directors attendance, in accordance with recommendation 14 of the MiddleNext Code. The Board determines the fixed or proportional compensation, or fixed and proportional compensation, to be allocated to the Chairman and acting chairman and, as provided by law, the special compensation for assignments and tasks conferred on directors. NextRadioTV DOCUMENT DE REFERENCE

144 Information on the Company and share capital General Management The General Management of the Company is entrusted to the Chairman of the Board of Directors. The Chairman of the Board, in his capacity as Chief Executive Officer, is fully empowered to act on behalf of the Company in all circumstances. The Chairman exercises these powers within the scope of the corporate purpose and without prejudice to the powers expressly granted by law to shareholders meetings and to the Board of Directors. He/she represents the Company in its dealings with third parties. On the Chairman s proposal, the Board of Directors may appoint one or more individuals to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. Supervisory bodies (specialized committees) At its meeting on January 27, 2014, the Board of Directors decided to establish a Compensation Committee and Audit Committee, drawing up the respective internal regulations for each one. The internal regulations were amended at the Board meeting on January 22, Compensation committee. In accordance with the recommendations of the MiddleNext Code, the Board has requested that a specialized board committee conduct a preliminary review of executive compensation. The main role of the Compensation Committee is to make proposals and recommendations on the Company s executive compensation policy. Audit committee. In accordance with Article L of the French Commercial Code, the Board has decided to establish an Audit Committee. The main role of the Audit Committee is to monitor issues relating to the preparation and control of the Company s accounting and financial information. The committee is specifically responsible for preparing the Board s work for the approval of the yearly financial statements or the review of the half-yearly financial statements, managing relations with the Statutory Auditors and ensuring their compliance with independence and objectivity criteria. The committees are responsible for examining those matters that the Board of Directors or its Chairman submit for their consideration, preparing the Board on these issues, and reporting their findings to the Board in the form of reports, proposals, information or recommendations. The committees have a purely advisory role. The Board of Directors has sole discretion in deciding what action it will take based on the committees findings. Directors are free to vote as they see fit, without being bound by these studies, investigations or reports, or by any committee recommendations. The specialized committees are described in more detail in Chapter 3, paragraph of this Registration Document. General Meetings (Articles 10 and 19 to 23 of the bylaws) Ordinary General Meetings The Ordinary General Meeting may adopt all decisions except for those that have the effect of amending the bylaws. It meets at least once a year, within six months of the year-end, to approve the financial statements for the period and the consolidated financial statements, where applicable. It may grant the Board of Directors the necessary authorization for acts of management outside the Board s remit. It has the following powers: to appoint or remove directors or Statutory Auditors, approve or reject the appointment of directors provisionally co-opted by the Board, give or refuse discharge to the directors in office, vote on the Statutory Auditors special report on agreements between the Company and its management or shareholders, and set the amount of Statutory Auditors fees and attendance fees allocated to directors. It settles all matters pertaining to the previous year s financial statements and allocates earnings. All shareholders may participate in discussions and vote on resolutions, provided the shares held are fully paid-up. When first convened, the General Meeting may only legitimately conduct business if the shareholders present or represented hold at least one-fifth of the shares with voting rights. If this condition is not fulfilled, the General Meeting, convened for the second time, may legitimately conduct business irrespective of the number of shares represented, but only on items on the previous meeting s agenda. Resolutions of the Ordinary General Meeting are passed by a majority plus one of the votes of shareholders present or represented. Extraordinary General Meetings The Extraordinary General Meeting may adopt all decisions and make any amendments to these bylaws. Extraordinary General Meetings are composed of all shareholders of the Company, regardless of the number of shares they own, provided these are fully paid-up. Resolutions are passed by a two-thirds majority of the votes of shareholders present or represented. When first convened, the General Meeting may only legitimately conduct business if the shareholders present or represented hold at least one-quarter of the shares with voting rights; if convened for a second time, the shareholders present or represented must hold at least one-fifth of the shares with voting rights. In the absence of a quorum, the second meeting may be postponed for no more than two months from the date on which it was convened, reconvening under the same conditions. NextRadioTV DOCUMENT DE REFERENCE

145 Information on the Company and share capital Notwithstanding the foregoing and by legal dispensation, Extraordinary General Meetings required to approve a capital increase by capitalization of reserves, profits or share premiums may proceed based on the quorum and majority requirements applicable to Ordinary General Meetings. Special General Meetings If the Company issues several classes of shares, some General Meetings may convene holders of shares in a particular class. The decision of an Extraordinary General Meeting to amend particular rights pertaining to a specific share class will become final only after approval by a special meeting of shareholders owning shares in that class. Special General Meetings are called and conducted in accordance with the legal requirements. Notice of meeting Admission to General Meetings Powers Shareholders Meetings are called and conducted in accordance with the legal requirements. Meetings are held either at the registered office or at another location specified in the notice of meeting. Shareholder resolutions are passed at Ordinary, Extraordinary, Special or Combined General Meetings, depending on the nature of the decisions they are required to make. The right of shareholders to attend General Meetings is subject to the registration or entry of the shares under the conditions and within the time stipulated in the applicable regulations. Shareholders may be represented by their spouse or by another shareholder at meetings. They may also vote by post using a form obtained as instructed in the notice of meeting, in accordance with the applicable legal and regulatory provisions. The Board of Directors may accept voting forms and proxies received by the Company after the regulatory deadline. The Board of Directors may decide that shareholders can participate and vote at General Meetings by videoconference or other means of telecommunication in accordance with the regulatory conditions. General Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by the Deputy Chairman or, failing that, by a director specially authorized for this purpose by the Board. Failing this, the meeting elects the Chairman. The bureau appoints a secretary, who need not be a shareholder. Attendance sheets Minutes An attendance sheet is kept, drawn up in the legally required form and certified by the bureau of the General Meeting. The persons authorized to certify copies and excerpts of the minutes of General Meetings are identified in accordance with the applicable legal and regulatory provisions. Double voting rights (excerpt from Article 10 of the bylaws) A double voting right is allocated, in view of the proportion of the share capital they represent, to all fully paid-up shares that, no later than the fifth day before the date of the General Meeting, are proven to have been registered for at least two years in the name of the same shareholder. Clauses that could affect control of the Company Without prejudice to the double voting rights granted to any shareholder holding fully paid-up shares, which the shareholder can prove have been registered in his/her name for at least two years, no provision of the bylaws or internal regulations may have the effect of delaying, deferring or preventing a change in control of the Company. Shareholding threshold disclosures (Article 10 of the bylaws) Any natural or legal person, acting alone or in concert, who acquires 2% of the share capital or voting rights or any multiple thereof is required, within five trading days of reaching the shareholding threshold, to disclose to the Company by registered letter with acknowledgment of receipt, sent to the registered office, the total number of shares and voting rights held and his or her intentions towards the Company. Unless disclosed as stipulated above, shares exceeding the disclosure threshold will be stripped of voting rights in the conditions provided by law, if one or more shareholders holding at least one-twentieth of the share capital or voting rights so requests it at the General Meeting. This disclosure requirement is in addition to the statutory shareholding threshold disclosure requirement. NextRadioTV DOCUMENT DE REFERENCE

146 Information on the Company and share capital 7.2 Information on the share capital Share capital and voting rights Share capital As of March 20, 2015, the share capital, fully paid-up, totaled 643,839.12, divided into 16,095,978 shares with a par value of The amount of share capital and the number of shares issued were modified at the Board of Directors meeting on April 16, On that date, the share capital totaled 644,024.92, divided into 16,100,623 shares with a par value of The par value of each share has not changed since June 7, Share class There is only one share class, conferring identical rights on all shareholders Form of shares and identification of shareholders (Article 8 of the bylaws) Fully paid-up shares may be held in registered or bearer form, at the shareholder s discretion. Subject to the applicable legal and regulatory provisions and the Company s bylaws, shares must be in registered form until they are fully paid-up. Shares are freely negotiable. Shares are transferred between accounts as defined by the applicable law and regulations. Share ownership is evidenced by an entry in the account held with the Company in accordance with the regulations in force. The Company may at any time ask the central securities depository to identify persons holding securities conferring immediate or future voting rights at Shareholders Meetings, in addition to the number of shares held by each shareholder in the conditions laid down in Article L of the French Commercial Code Shares not representing capital As of the filing date of this Registration Document, there were no shares not representing capital Changes to the share capital Changes to the share capital during the year Any change to the share capital or rights attached to shares is subject to legal requirements. Therefore, the bylaws do not make specific provision for this Changes to the share capital or rights attached to shares On April 16, 2015, the Board of Directors of NextRadioTV noted that 3,927 redeemable warrants (BSAARs) had been exercised between February 9 and April 14, 2015, resulting in a total of 4,645 new shares. Accordingly, the Board of Directors recorded a capital increase for a nominal by issuing 4,645 new shares with a par value of NextRadioTV DOCUMENT DE REFERENCE

147 Information on the Company and share capital Delegated authority to increase the share capital and other authorizations The following table summarizes the authority currently delegated to the Board of Directors. SUMMARY OF DELEGATED AUTHORITY AND OTHER CURRENT AUTHORIZATIONS Nature of the authorization or authority delegated to the Board of Directors Date of the Meeting Authorization to grant bonus shares to employees and corporate officers or to certain categories of them May 22, 2014 Authorization to grant stock options Authorization to trade in Company shares Delegation of authority to increase the share capital via the issue, with preferential subscription rights, of shares and/or securities giving access to the Company s share capital Delegation of authority to increase the share capital via the issue, without preferential subscription rights, of shares and/or securities giving access to the Company s share capital, pursuant to Article L of the French Commercial Code, particularly in the context of a public tender offer Authorization to proceed with an offer pursuant to Article L II of the French Monetary and Financial Code to implement the 11 th resolution, in accordance with Article L of the French Commercial Code Authorization, in case of issue of shares and/or securities giving access to the Company s share capital, without preferential subscription rights in accordance with Article L of the French Commercial Code, to set the issue price subject to the annual limit of 10% of the share capital Authorization to increase, in accordance with Article L of the French Commercial Code, the number of shares to be issued with or without preferential subscription rights pursuant to the 10 th, 11 th and 12 th resolutions Delegation of authority to increase the share capital via the issue of shares and/or securities giving access to the Company s share capital, reserved for employees who are members of a company savings plan, without preferential subscription rights, pursuant to Article L of the French Commercial Code May 22, 2014 May 22, 2014 Maximum nominal amount of the share capital increase potentially resulting from the issue 4% of the share capital (1) 4% of the share capital (1) 10% of the share capital Use made of the delegated authority in 2014 Not used Not used 520,951 shares acquired under the share buyback program May 22, ,000,000 (1) Not used May 22, ,000 (1) Not used May 22, 2013 May 22, 2013 May 22, 2013 May 22, % of the share capital per year (1) 10% of the share capital per year (1) 15% of the initial issue (1) 3% of the share capital (1) Not used Not used Not used Not used Term of the delegated authority 38 months (July 21, 2017) 38 months (July 21, 2017) 18 months (November 21, 2015) 26 months (July 21, 2015) 26 months (July 21, 2015) 26 months (2) (July 21, 2015) 26 months (3) (July 21, 2015) 26 months (4) (July 21, 2015) 26 months (July 21, 2016) Overall cap on authorization for cash issues May 22, ,000,000 - Delegation of powers to increase the share capital in accordance with Article L of the French Commercial Code, by issuing Company shares in case of a public exchange offer initiated by the Company Delegation of powers to increase the share capital, in accordance with Article L of the French Commercial Code, by issuing shares of the Company as remuneration for contributions in kind subject to a limit of 10% of the share capital May 22, 2013 May 22, 2013 Double the share capital 10% of the share capital Not used Not used 26 months (July 21, 2015) 26 months (July 21, 2015) NextRadioTV DOCUMENT DE REFERENCE

148 Information on the Company and share capital Nature of the authorization or authority delegated to the Board of Directors Delegation of powers to issue securities giving access to the Company s share capital, without preferential subscription rights, in exchange for financial securities Delegation of powers to increase the share capital, in accordance with Article L of the French Commercial Code, by capitalization of reserves, premiums, profits or similar Authorization to reduce the share capital by cancelation of treasury shares Date of the Meeting May 22, 2014 Maximum nominal amount of the share capital increase potentially resulting from the issue Public exchange offer: double the share capital Outside a public exchange offer: 10% of the share capital Use made of the delegated authority in 2014 Not used May 22, Not used May 22, 2014 Board meeting of July 28, 2014: cancellation 10% of the share of 578 treasury shares. capital for each 24- Capital reduction for the month period amount of Term of the delegated authority 18 months (November 21, 2015) 26 months (July 21, 2015) 18 months (November 21, 2015) (1) Subject to the overall ceiling of 1,000,000 provided for in the 16 th resolution of the General Meeting of May 22, (2) Authorization granted in connection with the authority delegated in the 11 th resolution of the General Meeting of May 22, (3) Authorization granted in connection with the authority delegated in the 11 th and 12 th resolutions of the General Meeting of May 22, (4) Authorization granted in connection with the authority delegated in the 10 th, 11th and 12 th resolutions of the Combined General Meeting of May 22, (5) Authorization granted in connection with the authority delegated in the 9 th resolution of the Combined General Meeting of May 21, (6) Authorization granted in connection with the authority delegated in the 9 th and 10 th resolutions of the combined General Meeting of May 21, (7) Subject to the overall ceiling of 1,000,000 provided for in part a) of the 14 th resolution of the Combined General Meeting of May 21, (8) Subject to the overall ceiling of 200,000,000 provided for in part b) of the 14 th resolution of the Combined General Meeting of May 21, SUMMARY OF DELEGATED AUTHORITY AND AUTHORIZATION TO BE SUBMITTED TO THE GENERAL MEETING OF MAY 21, 2015 Nature of the authorization or authority delegated to the Board of Directors Maximum nominal amount of the share capital increase potentially resulting from the issue Term of the delegated authority Authorization to trade in Company shares (7 th resolution) 10% of the share capital 18 months Delegation of authority to be granted to the Board of Directors to increase the share capital via the issue, with preferential subscription rights, of shares and/or securities giving access immediately and/or in the future to the share capital of the Company (8 th resolution) Delegation of authority to be granted to the Board of Directors to increase the share capital via the issue, without preferential subscription rights, of shares and/or securities giving access to the Company s share capital, pursuant to Article L of the French Commercial Code, particularly in the context of a public tender offer (9 th resolution) Authorization to be given to the Board of Directors to initiate an offer as set forth in Article L II of the French Monetary and Financial Code to implement the ninth resolution, in accordance with Article L of the French Commercial Code (10 th resolution) Authorization to be given to the Board of Directors, in case of issue of shares and/or securities giving access to the Company s share capital, without preferential subscription rights in accordance with Article L of the French Commercial Code, to set the issue price subject to the annual limit of 10% of the share capital (11 th resolution) 1,000,000 (7) nominal amount of all debt securities likely to be issued: 200,000,000 (8) 500,000 (7) nominal amount of all debt securities likely to be issued: 200,000,000 (8) 26 months 26 months 20% of the share capital per year 26 months (5) 10% of the share capital per year 26 months (6) Authorization to be given to the Board of Directors to increase, in accordance with Article L of the French Commercial Code, the number of shares to be issued with or without preferential subscription rights under the eighth, ninth and tenth resolutions (12 th resolution) 15% of the initial issue (7) 26 months Delegation of authority to be granted the Board of Directors to increase the share capital via the issue reserved for employees who are members of a company savings plan, without preferential subscription rights, of shares and/or securities giving access to the Company s share capital, pursuant to Article L of the French Commercial Code (13 th resolution) 3% of the share capital (7) 26 months NextRadioTV DOCUMENT DE REFERENCE

149 Information on the Company and share capital Nature of the authorization or authority delegated to the Board of Directors Maximum nominal amount of the share capital increase potentially resulting from the issue Term of the delegated authority Overall limit applicable to certain financial authorizations (14 th resolution) 1,000, ,000,000 (nominal amount of all debt securities likely to be issued) - Delegation of authority to be granted the Board of Directors to increase the share capital, via the issue, without preferential subscription rights, of shares and/or securities giving access to the Company s share capital pursuant to Article L of the French Commercial Code, in case of a public exchange offer initiated by the Company (15 th resolution) Double the share capital 26 months (7) Delegation of authority granted to the Board of Directors to increase the share capital, pursuant to Article L of the French Commercial Code, by issuing shares or securities giving access to the Company s share capital as consideration for contributions in kind, within a limit of 10% of the share capital (16 th resolution) Delegation of powers to be granted to the Board of Directors to issue securities giving access to the Company s share capital, without preferential subscription rights, in accordance with Article L of the French Commercial Code, as consideration for securities contributed to the Company in the context of an exchange of financial securities (17 th resolution) 10% of the share capital, nominal amount of all debt securities likely to be be issued: 200,000,000 Public exchange offer: double the share capital Outside a public exchange offer: 10% of the share capital 26 months 18 months Delegation of powers to be granted to the Board of Directors to increase, in accordance with Article L of the French Commercial Code, the share capital by capitalization of reserves, premiums, profits or similar (18 th resolution) 500, months Authorization to reduce the share capital via the cancellation of treasury shares (19 th resolution) Approval of the exchange ratio of redeemable warrants issued by the Company in return for new Company shares, through contributions in kind to the Company (20 th resolution) Decision in principle to increase the share capital by a total maximum nominal amount of 42,281.28, by issuing a maximum of 1,057,032 new shares with a par value of 0.04 each, as consideration for contributions in kind to the Company of redeemable warrants issued by the Company, by the holders of such warrants who have signed contribution agreements, according to the exchange ratio approved in the 20 th resolution Delegation of authority granted to the Board of Directors to implement this decision and to record the capital increase resulting from such contributions in kind (21 st resolution) 10% of the share capital for each 24-month period 18 months (1) Subject to the overall ceiling of 1,000,000 provided for in the 16 th resolution of the General Meeting of May 22, (2) Authorization granted in connection with the authority delegated in the 11 th resolution of the General Meeting of May 22, (3) Authorization granted in connection with the authority delegated in the 11 th and 12 th resolutions of the General Meeting of May 22, (4) Authorization granted in connection with the authority delegated in the 10 th, 11 th and 12 th resolutions of the Combined General Meeting of May 22, (5) Authorization granted in connection with the authority delegated in the 9 th resolution of the Combined General Meeting of May 21, (6) Authorization granted in connection with the authority delegated in the 9 th and 10 th resolutions of the combined General Meeting of May 21, (7) Subject to the overall ceiling of 1,000,000 provided for in part a) of the 14 th resolution of the Combined General Meeting of May 21, (8) Subject to the overall ceiling of 200,000,000 provided for in part b) of the 14 th resolution of the Combined General Meeting of May 21, months NextRadioTV DOCUMENT DE REFERENCE

150 Information on the Company and share capital Potential share capital As of the filing date of this Registration Document, there was no potential share capital nor any securities other than equity securities or securities giving access to the Company s capital, except for the following: Bonds with redeemable warrants (OBSAARs) On November 7, 2008, the Company issued a 55 million bond with an annual interest rate at the three-month Euribor + 2 basis points, consisting of 220,000 bonds with redeemable share subscription or purchase warrants (11 warrants per bond, giving a total of 2,420,000 warrants) with a nominal value of 250. Since each redeemable warrant confers the right to subscribe for 1,183 shares (after adjustments to the exercise ratio), a total of 2,862,800 new shares may be issued at the end of the exercise period of these warrants, which could increase the share capital by a maximum of 114,514.40, potentially taking it to 758, This issuance would dilute the share capital by approximately 15.10%. PROJECTED SHARE CAPITAL AT DECEMBER 31, 2014 UPON EXERCISE OF REDEEMABLE WARRANTS Ratio: 1 redeemable warrant for every 1,183 shares BSAAR holders (employees and/or corporate officers) Number of registered shares held by BSAAR holders Actual breakdown of the share capital (%) Amount of BSAARs Number of new shares that could be created upon exercise of all BSAARs Projected breakdown of the share capital upon exercise of all BSAARs (%) WMC 6,065, % 1,764,515 2,087, Frank Lanoux 108, % 100, , Isabelle Weill % Nicolas Ver Hulst % 1,298 1, Guillaume Dubois 18, % 100, , François Pesenti 34, % 100, , Damien Bernet , , Bénédicte Lefebvre du Preÿ ,000 59, Pierre-Henry Medan , , Hervé Béroud ,000 59, Other (registered and bearer) ** ** 54,143 64, Total ** ** 2,420,000 2,862, * * The total is less than 100%, since not all shareholders hold redeemable warrants. ** Data not available. The exercise price of the redeemable warrant is On February 7 and 8, 2013, the Extraordinary General Meeting of Shareholders and Special Meeting of warrant holders ratified the change to certain features of the redeemable warrants, namely: (i) the extension of the exercise period until November 7, 2017 and (ii) the introduction of a two-year lock-up period expiring February 7, As of the filing date of this Registration Document, the redeemable warrants were therefore already transferable. On April 17, 2015, the Company issued a press release stating that any holders of registered warrants who wished to exchange their warrants for new Company shares could do so before the Combined General Meeting on May 21, 2015, based on a ratio of 16 warrants for every seven NextRadioTV shares, with fractional warrants subject to a cash payment of per warrant. The advantages of the transaction are twofold: first, to improve the dilution resulting from the exercise of registered redeemable warrants, and second, to improve the market liquidity of NextRadioTV stock while facilitating the monetization of the warrants. However, this exchange of registered redeemable warrants for new NextRadioTV shares via an OTC contribution in kind remains subject to (i) the findings of the independent appraisers report and (ii) the approval of NextRadioTV shareholders at the Extraordinary General Meeting on May 21, NextRadioTV DOCUMENT DE REFERENCE

151 Information on the Company and share capital Bonus share awards The bonus share plan of December 2, 2010, as presented below, was the only plan in effect as of the filing date of this Registration Document. Plan details Plan of December 2, 2010 General Meeting authorization Grant date (board meeting or decision of the Chairman and CEO) Number of bonus shares awarded (adjusted) Vesting date Plan 7 tranche 1 05/29/ /02/ ,000 01/01/2016 Plan of December 2, 2010 The Board of Directors, at its meeting of December 2, 2010, acting on the authority delegated by the Extraordinary General Meeting of May 29, 2009 in its 14 th resolution, decided to award 30,000 bonus shares to two employees in a single tranche. The two employees have therefore each been awarded 15,000 bonus shares (with a vesting period expiring on January 1, 2016). Unvested bonus shares As of March 31, 2015, a total of 30,000 unvested bonus shares had been awarded 1 under the plan of December 2, 2010 to two beneficiaries, thus increasing the share capital by 1,200. This issuance would dilute the share capital by around 0.2%. The history of bonus share plans is detailed in Chapter 5 and Chapter 6, paragraph 6.3 on bonus share plans. Bonus shares vested during the year No bonus shares vested in Share capital which is under option or agreed conditionally or unconditionally to be put under option To the knowledge of the Company, and except for the redeemable warrants mentioned in paragraph above, there are no stock options or other commitments benefiting the Company s shareholders or granted by them on Company shares. Similarly, no stock options have been granted by the Company on the shares of any of its subsidiaries Voting rights Article 10 of the bylaws states that the voting rights attached to shares shall be equal to the proportion of the share capital they represent. Each share carries at least one voting right. A double voting right is allocated, in view of the proportion of the share capital they represent, to all fully paid-up shares that, no later than the fifth day before the date of the general meeting, are proven to have been registered for at least two years in the name of the same shareholder. The double voting right automatically lapses for any share that has been converted into a bearer share or to which title has been transferred, subject to the statutory exceptions. Specifically, if the transfer of title results from succession, dissolution of the joint property of spouses, or inter-vivos gift to a spouse or person in line of succession, the double voting rights do not lapse and there is no interruption to the two-year period referred to in the previous paragraph. Any merger or demerger of the Company likewise has no effect on double voting rights, which may be exercised within the successor company or companies, if their bylaws permit it. Bonus shares from a capital increase by capitalization of reserves, profits or premiums will be eligible for double voting rights upon issue, insofar as they are awarded based on shares already eligible for such right. Furthermore, it is stated that, unless disclosed as stipulated in Article 10 of the bylaws, shares exceeding the disclosure threshold will be stripped of voting rights in the conditions provided by law, if one or more shareholders holding at least one-twentieth of the share capital or voting rights so requests it at the General Meeting (see paragraph of this chapter). (1) Adjusted if necessary for capital increases carried out during the vesting period. NextRadioTV DOCUMENT DE REFERENCE

152 Information on the Company and share capital Share buyback The General Meeting of May 22, 2014 authorized the Board of Directors, for a period of 18 months, to purchase shares of the Company under the provisions of Article L of the French Commercial Code under the following resolution, reproduced in full: Seventh resolution Authorization to be granted to the Board of Directors to trade in the Company's shares. The General Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general meetings, having read the Board of Directors report, authorizes the Board of Directors, in accordance with the provisions of Articles L et seq. of the French Commercial Code, Regulation (EC) No 2273/2003 of December 22, 2003 implementing Directive 2003/6/EC and Articles to of the General Regulation of the French Financial Markets Authority (AMF), or any provision that should replace it, to trade on the stock market or elsewhere in shares of the Company. The General Meeting has resolved that the Board of Directors, which may delegate its authorization as provided by law, may purchase or instruct the purchase of Company shares in order: to stimulate the market for NextRadioTV shares, particularly to promote liquidity under a liquidity contract complying with a code of ethics recognized by the AMF and entered into with an investment services provider in accordance with market practices accepted by the AMF; to implement any stock option plan of the Company under the provisions of Articles L et seq. of the French Commercial Code; to award bonus shares under the provisions of Articles L et seq. of the French Commercial Code; to award shares to employees in recognition of their contribution to the growth of the business and to implement any company savings plan under the conditions provided by law, particularly Articles L et seq. of the French Labor Code; to retain shares for subsequent delivery in payment or exchange in connection with external growth transactions; to deliver shares upon the exercise of rights attached to securities giving access to capital through redemption, conversion, exchange, presentation of a warrant or any other method; to cancel all or part of the securities thus purchased, within the framework and subject to valid authorization from the Extraordinary General Meeting; and more generally, to perform any transaction authorized by law or any market practice accepted by the AMF, provided that the Company informs its shareholders via a press release. Shares may be purchased by any means, on one or more occasions, in compliance with the applicable securities regulations and accepted market practices published by the AMF, on or off exchange, particularly by using, where appropriate, all derivative financial instruments or options, provided that these do not significantly increase the volatility of the stock. The Company reserves the right to make block purchases. The Company may continue this share buyback program during a public tender or exchange offer period for its equities in accordance with the provisions of Article of the AMF General Regulation. Purchases may involve a number of shares that may not exceed 10% of the share capital at the purchase date. However, the number of shares purchased by the Company to be held and subsequently delivered in payment or exchange during a merger, demerger or contribution may not exceed 5% of its share capital, in accordance with the legal provisions. In accordance with the provisions of Article L of the French Commercial Code, the Company may not hold, directly or indirectly, more than 10% of its share capital. The General Meeting sets the maximum purchase price at 30 per share, excluding acquisition costs. Consequently, the maximum amount that the Company is likely to pay in the event of a purchase at the maximum price of 30 would be 47,711,139, based on the share capital at December 31, In the event of a change in share par value, a capital increase by capitalization of reserves and award of bonus shares, as well as in the case of a stock split or reverse stock split, capital redemption or reduction, distribution of reserves or other assets and any other transactions affecting shareholders equity, the unit price indicated above will be adjusted by a factor equal to the ratio between the number of shares comprising the capital before the transaction and the number after the transaction. To implement this authorization, full powers are granted to the Board of Directors, which may further delegate same as provided by law, to implement this authorization, in particular to assess the feasibility of launching a share buyback program and to define the terms thereof, to draft and publish the press release on the introduction of the buyback program, to place all market orders, to enter into all agreements, particularly for the purpose of keeping records of share purchases and sales, to make any declarations to the AMF and any other organization, to complete all formalities and, generally, do all that is necessary. This authorization is granted for a period of eighteen (18) months from this General Meeting and supersedes the authorization given by the General Meeting of May 22, 2013 in its ninth resolution, to the extent this has not been used. Under this buyback program, at December 31, 2014 the Company held none of its own shares, excluding the shares acquired under the liquidity contract. In addition, the Company has outsourced market-making for its stock under a liquidity contract complying with the Code of Ethics of the French Association of Investment Companies (AFEI) recognized by the AMF. At December 31, 2014, 13,520 Company shares (20,585 shares at December 31, 2013 and 52,587 shares at December 31, 2012) and 1,095,082 were held in the liquidity account ( 537,669 at December 31, 2013 and 154,105 at December 31, 2012). NextRadioTV DOCUMENT DE REFERENCE

153 Information on the Company and share capital A proposal will be tabled at the General Meeting on May 21, 2015 to renew this authorization, as described in Chapter 8. A summary of the shares outstanding during the year ended December 31, 2014 is given in Chapter 5, paragraph 5.5 (Note 8.6). PURCHASES AND SALES DURING 2014 Liquidity contract Share buyback program 12/31/2013 Opening balance 20,585 30,000 January 2014 month-on-month change (9,383) February 2014 month-on-month change (971) March 2014 month-on-month change +4,238 April 2014 month-on-month change +35,221 May 2014 month-on-month change (16,426) June 2014 month-on-month change +8,802 July 2014 month-on-month change (14,010) August 2014 month-on-month change +6,359 September 2014 month-on-month change +19,494 October 2014 month-on-month change (12,479) November 2014 month-on-month change (29,745) December 2014 month-on-month change +1,835 12/31/2014 Closing balance 13,520 30, Shareholders Shareholding structure Shareholders as of March 20, 2015 NextRadioTV DOCUMENT DE REFERENCE

154 Information on the Company and share capital Statement of changes in the shareholding structure Shareholder Shares % capital Voting rights exercisable At December 31, 2012 % voting rights Alain Weill WMC (1) 6,048, % 12,097, % Isabelle Weill Alain Blanc-Brude (2) 730, % 989, % Nicolas Ver Hulst Northstar Fimalac Développement 1,070, % 1,070, % Trésor Princier Monégasque 205, % 410, % Employees and company savings plan (3) 287, % 472, % Treasury shares (4) 1,530, % 0 - Free float and other registered shareholders 6,805, % 8,400, % Total 16,679, % 21,912, % (1) Controlled directly and indirectly by Alain Weill. (2) Directly and indirectly through Monab and Apef Advisory CY SAM. (3) Of which 96,448 shares registered against the company savings plan. (4) Of which 52,587 shares held under the liquidity contract. Shareholder Shares % capital Voting rights exercisable At December 31, 2013 % voting rights Alain Weill WMC (1) 6,056, % 11,945, % Isabelle Weill Alain Blanc-Brude (2) 742, % 1,001, % Nicolas Ver Hulst Northstar Fimalac Développement (3) 1,091, % 1,091, % Trésor Princier Monégasque 519, % 725, % Employees and company savings plan (4) 252, % 412, % Treasury shares (5) 50, % 0 - Free float and other registered shareholders 7,188, % 7,223, % Total 15,903, % 22,381, % (1) Controlled directly and indirectly by Alain Weill. (2) Directly and indirectly through Monab and Apef Advisory CY SAM. (3) Including the share lent for the consumer loan with Fimalac. (4) Of which 86,657 shares registered against the company savings plan. (5) Including 20,585 shares held under the liquidity contract. NextRadioTV DOCUMENT DE REFERENCE

155 Information on the Company and share capital Shareholder Shares % capital Voting rights exercisable At December 31, 2014 % voting rights Alain Weill WMC (1) 6,065, % 11,852, % Isabelle Weill Alain Blanc-Brude (2) 745, % 1,472, % Nicolas Ver Hulst Northstar Fimalac Développement (3) 1,091, % 2,162, % Trésor Princier Monégasque 526, % 731, % Employees and company savings plan (4) 245, % 409, % Treasury shares (5) 43, % 0 - Free float and other registered shareholders 7,376, % 7,379, % Total 16,095, % 24,009, % (1) Controlled directly and indirectly by Alain Weill. (2) Directly and indirectly through Monab and Apef Advisory CY SAM. (3) Following the letter received on March 24, 2015 from Fimalac Développement notifying NextRadioTV, as required by law, that it had exceeded the threshold of 5% of the voting rights in the Company on July 4, 2014, pursuant to Article L of the French Commercial Code, Fimalac Développement s voting rights exceeding 5% of the voting rights when the threshold was reached will be suspended for any shareholders meeting held from March 25, 2015 to March 25, (4) Of which 81,676 shares registered against the company savings plan. (5) Of which 13,520 shares held under the liquidity contract and 30,000 shares held under the share buyback program. CORPORATE ACTIONS IN THE LAST THREE FISCAL YEARS Date Transaction Number of shares issued/canceled Nominal Share premium Total number of shares Capital posttransaction July 25, 2013 Capital increase 362, ,177, ,042, , October 17, 2013 Capital reduction 1,138, ,492, ,903, , July 28, 2014 Capital increase (after adjusting for the material error) 192, ,252, ,095, , NextRadioTV DOCUMENT DE REFERENCE

156 Information on the Company and share capital Breakdown of share capital and voting rights DISTRIBUTION OF THE COMPANY S SHARE CAPITAL AND VOTING RIGHTS AT MARCH 20, 2015* Shareholders Number of shares % capital Number of voting rights that may be exercised % voting rights WMC (1) 6,065, % 11,852, % Alain Weill Isabelle Weill % % Alain Blanc Brude (2) 738, % 1,457, % Nicolas Ver Hulst % % Trésor Princier Monégasque 526, % 1,035, % Fimalac Développement (3) 1,091, % 2,162, % Fimalac 1 0.0% 1 0.0% André Saint-Mleux % % Treasury shares (4) 43, % 0 - Other registered shares 169, % 330, % Free float 7,461, % 7,461, % Total 16,095, % 24,301, % * Given the data available at the time of writing, this table does not take into account the capital increase resulting from the exercise of redeemable warrants and the suspension of Fimalac Développement s voting rights above the 5% threshold, recorded at the Board of Directors meeting on April 16, (1) Controlled directly and indirectly by Alain Weill. (2) Directly and indirectly through Monab and Apef Advisory CY SAM. (3) Following the letter received on March 24, 2015 from Fimalac Développement notifying NextRadioTV, as required by law, that it had exceeded the threshold of 5% of the voting rights in the Company on July 4, 2014, pursuant to Article L of the French Commercial Code, Fimalac Développement s voting rights exceeding 5% of the voting rights when the threshold was reached will be suspended for any Shareholders Meeting held from March 25, 2015 to March 25, (4) Of which 30,000 shares held under the share buyback program at March 20, 2015 and 13,521 shares held under the liquidity contract (non-voting shares) Information on shareholding threshold disclosures By letter dated July 7, 2014, Alain Weill disclosed that on July 4, 2014, indirectly through WMC, which he controls, he had fallen below the threshold of 50% of the voting rights of the Company and that, as of July 4, 2014, he directly and indirectly held 5,955,793 NextRadioTV shares representing 11,743,341 voting rights, or 37.00% of the share capital and 48.91% of the voting rights of this company. WMC confirmed that since July 4, 2014, it had held 1,764,515 redeemable warrants exercisable at any time before November 7, 2017, potentially giving rise, if exercised at the price of per warrant, to 2,087,421 shares in NextRadioTV and as many voting rights if all shares delivered upon exercise of the warrants were new shares. Furthermore, by letter dated March 24, 2015, Fimalac Développement disclosed that on July 4, 2014, it had exceeded the legal threshold of 5% of the voting rights of NextRadioTV. It added that at March 24, 2015, it held 1,091,740 NextRadioTV shares representing 2,162,073 voting rights, or 6.78% of the share capital and 8.88% of the voting rights of the Company. However, pursuant to Article L of the French Commercial Code, in the event of failure to disclose that a legal threshold had been crossed, confirmed by the defaulting shareholder, voting rights exceeding the threshold concerned (in this case 5%) are suspended for any shareholders meeting held for a period of two years after the disclosure date. At its meeting on April 16, 2015, the Board of Directors noted that Fimalac Développement was automatically stripped of its voting rights above the 5% threshold of theoretical voting rights (estimated percentage at July 4, 2014) until March 25, 2017, reducing the total number of voting rights during this period by the same amount. This automatic suspension of excess voting rights will have to be enforced by the bureau of the General Meeting on May 21, NextRadioTV DOCUMENT DE REFERENCE

157 Information on the Company and share capital Information on measures taken to prevent abuse of control As of March 20, 2015, the Company was controlled by Alain Weill, who directly and indirectly holds 37.7% of the share capital and 48.8% of the voting rights. To the Company s knowledge, there is no abuse of control. However, the Company has not yet introduced specific measures to prevent this Information likely to have an impact in the event of a public tender offer Pursuant to Article L of the French Commercial Code, we confirm that the following may have an impact in the event of a public tender offer: capital structure: information on the capital structure of NextRadioTV is given in the introductory table in paragraph 7.3.1; restrictions imposed by the bylaws on the exercise of voting rights and share transfers or clauses stipulating preferential terms for the sale or acquisition of shares, disclosed to the Company pursuant to Article L of the French Commercial Code: the relevant information can be found in Chapter 7, paragraphs (clauses likely to affect the control of the Company), and 7.2.6; direct or indirect shareholdings in the Company, to its knowledge: the relevant information can be found in the introductory table in paragraph 7.3.1; shareholder agreements and concerted action: the Company is not aware of any agreements between shareholders that could result in restrictions on share transfers or enforcement of restrictions on share transfers and the exercise of voting rights; there are no shares with special controlling rights; there are no control mechanisms provided for in any employee stock ownership plans where the employees do not exercise control themselves; legal requirements and provisions of the bylaws for the appointment and dismissal of members of the Board of Directors: the relevant information can be found in Chapter 7, paragraph and Chapter 3, paragraph 3.3.1; powers of the Board of Directors, particularly concerning share issuance and buybacks: the relevant information can be found in paragraphs and 7.2.7; the Company s bylaws are amended in accordance with the legal and regulatory provisions; agreements entered into by the Company, amended or terminating upon a change in control of the Company: see Chapter 1, paragraph 5 on risk factors and Chapter 5, paragraph 5, Note 10.1 on financial risk exposure; there is no specific agreement providing for compensation in the event of termination of office of members of the board of directors Employee stock ownership Changes in employee stock ownership of NextRadioTV over the last three years are described in the tables in Chapter 7, paragraph above Share pledge WMC has pledged 3,900,000 Company shares (i.e % of the Company s share capital) as security for a bank loan signed on July 8, The pledge will be released after repayment in full of the bank loan. NextRadioTV DOCUMENT DE REFERENCE

158 Information on the Company and share capital 7.4 Stock market information Market for the stock Market for NextRadioTV stock STOCK MARKET AND SHARE PRICE ( /number of shares) Average closing price Highest monthly price Lowest monthly price Volumes traded January ,137,650 February ,443 March ,733 April ,217 May ,006 June ,274 July ,169 August ,650 September ,869 October ,801 November ,528 December ,516 January ,054 February ,969 March , Dividends Total dividend The 3rd resolution to be presented to the Annual General Meeting held on May 21, 2015 to approve the 2014 financial statements proposes the distribution of a dividend of 0.48 per share for fiscal year 2014 and proposes to allow each shareholder the option of payment of the entire dividend in stock. The dividend paid for the 2013 and 2012 fiscal years was 0.40 and 0.33 per share respectively Future dividend policy The payment of dividends in future years will largely depend on the Company s results, cash position, investment policy and debt reduction Limitation period for unclaimed dividends Unclaimed dividends are forfeited to the state after a period of five years from their payment. NextRadioTV DOCUMENT DE REFERENCE

159 8 General Meeting 8.1 Agenda Matters within the remit of the Ordinary General Meeting Matters within the remit of the Extraordinary General Meeting Proposed resolutions Matters within the remit of the Ordinary General Meeting Matters within the remit of the Extraordinary General Meeting NextRadioTV DOCUMENT DE REFERENCE

160 General Meeting 8.1 Agenda Matters within the remit of the Ordinary General Meeting Approval of the parent company financial statements for the fiscal year ended on December 31, 2014 Approval of non-deductible expenses. Approval of the consolidated financial statements for the fiscal year ended on December 31, Allocation of the period's earnings and distribution of dividends. Option for dividends to be paid in cash or new shares. Special Statutory Auditors' report on regulated agreements and commitments under Articles L et seq. of the French Commercial Code and approval of said agreements. Setting of attendance fees allocated to the Board of Directors for Authorization to be granted to the Board of Directors to trade in the Company's shares. Matters within the remit of the Extraordinary General Meeting Delegation of authority to the Board of Directors to increase the share capital by means of the issue with preferential rights to subscribe shares and/or securities giving immediate and/or future access to the Company's capital. Delegation of authority to the Board of Directors to increase the share capital by means of the issue without preferential rights to subscribe shares and/or marketable securities giving access to the Company's capital, in accordance with Article L of the French Commercial Code, in particular as part of a public offer. Authorization to make an offer as per Article L II of the French Monetary and Financial Code to implement the ninth resolution, in accordance with Article L of the French Commercial Code. Authorization, in the event of the issue of shares and/or marketable securities giving access to the Company's capital without preferential subscription rights, pursuant to Article L of the French Commercial Code, to set the issue price within the annual limit of 10% of the share capital. Authorization pursuant to Article L of the French Commercial Code to increase the number of shares to be issued under the issuances made with or without preferential subscription rights under the eighth, ninth and tenth resolutions Delegation of authority to increase the share capital via the issue of shares and/or securities giving access to the Company's share capital, reserved for employees who are members of a company savings plan, without preferential subscription rights, pursuant to Article L of the French Commercial Code. Overall restriction of certain financial authorizations. Delegation of authority to increase the share capital via the issue, without preferential subscription rights, of shares and/or marketable securities giving access to the Company's capital, in accordance with Article L of the French Commercial Code, in the event of a public exchange offer initiated by the Company. Delegation of authority to increase the share capital in accordance with Article L of the French Commercial Code, by issuing shares and/or marketable securities giving access to the Company's capital as consideration for contributions in kind, within the limit of 10% of the share capital. Delegation of powers to issue marketable securities giving access to the Company's share capital, without preferential subscription rights, in accordance with Article L of the French Commercial Code, as consideration for the securities contributed to the Company as part of a financial securities exchange. Delegation of authority to increase the share capital, in accordance with Article L of the French Commercial Code, by capitalization of reserves, premiums, profits or similar. Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares. Approval of the exchange ratio of redeemable warrants (BSAARs) issued by the Company in return for new shares of the Company, in the context of contributions in kind to the Company. Decision in principle to increase the share capital by a total maximum nominal amount of 42, by issuing a maximum of 1,057,032 new shares with a par value of 0.04 each, as consideration for contributions in kind to the Company of redeemable warrants issued by the Company, by the holders of such warrants based on the exchange ratio approved under the twentieth resolution Delegation of powers granted to the Board of Directors to implement this decision and to record the capital increase resulting from such contributions in kind. Powers to be granted. NextRadioTV DOCUMENT DE REFERENCE

161 General Meeting 8.2 Proposed resolutions Matters within the remit of the Ordinary General Meeting First resolution (Approval of the parent company financial statements for the fiscal year ended on December 31, 2014) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having read the Board of Directors Management report, which includes the report of the Chairman of the Board of Directors in accordance with the provisions of Article L of the French Commercial Code, as well as the Statutory Auditors' report on the annual financial statements, hereby approves the Company's financial statements for the fiscal year ended on December 31, 2014, as presented, as well as the transactions recorded or summarized in said statements and reports, which show a profit of 5,948,703. Consequently, the shareholders discharge the directors in respect of the performance of their duties for the year ended on December 31, Pursuant to Article 223 quater of the French General Tax Code, the General Meeting approves the expenses and costs covered under Article 39-4 of said code, which stand at a total amount of 4,701, and have generated a corresponding tax liability. Second resolution (Approval of the consolidated financial statements for the fiscal year ended on December 31, 2014) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having read the Board of Directors Management report and the Statutory Auditors' report on the consolidated financial statements, approves the Company's consolidated financial statements for the fiscal year ended on December 31, 2014, as well as the transactions recorded or summarized in said statements and reports. Third resolution (Allocation of the earnings of the fiscal year ended on December 31, 2014) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having confirmed that the financial statements for the year ended on December 31, 2014 show a profit of 5,948,703, approves the Board of Directors' proposal and resolves to allocate the period's profits as follows: Source of profit to be allocated Retained earnings brought forward 58,989,160 Net profit for the year 5,948,703 Total 64,937,863 Proposed allocation Dividends 7,726,069 i.e per share Retained earnings 57,211,794 Total 64,937,863 The Board of Directors is granted full powers to recognize the amounts corresponding to non-paid dividends against the Company's treasury shares under "Retained earnings". The ex-dividend date will be May 26, 2015 and the payment date June 24. The amount of distributable income for 2014 may be eligible for the 40% allowance for shareholders who are natural persons, as provided for in item 2, third paragraph of Article 158 of the French General Tax Code. NextRadioTV DOCUMENT DE REFERENCE

162 General Meeting In accordance with the applicable laws, the General Meeting notes that the dividends distributed for the previous three fiscal years were as follows: Fiscal year (In ) Net dividends paid per share December 31, December 31, December 31, The amount of distributable income for 2011, 2012 and 2013 may be eligible for the 40% allowance for shareholders who are natural persons, as provided for in item 2, third paragraph of Article 158 of the French General Tax Code. Fourth resolution (Option to pay dividend with new shares) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having read the Board of Directors report, in accordance with the provisions of Articles L et seq. of the French Commercial Code and of Article 26 of the Company's bylaws: 1. resolves to offer each shareholder the option to have all the distributable dividend associated with the shares he/she owns paid with new Company shares; 2. resolves, in accordance with Article L of the French Commercial Code, that the new shares to be issued in the event that the option detailed in paragraph 1 above is exercised, be issued at a price equal to 90% of the average of the first listed prices in the 20 trading days preceding the date of this General Meeting, minus the net dividend, rounded up, if applicable, to the nearest whole euro cent; 3. resolves that the new shares to be issued in the event that the option detailed in paragraph 1 above is exercised, will bear dividend rights from January 1, 2015; 4. resolves that the shareholders may exercise the option granted under paragraph 1 hereof, between May 26, 2015 (inclusive) and June 11, 2015 (inclusive), by submitting a request to the relevant financial intermediaries, and that in the case that the option is not exercised before June 11, 2015 (inclusive), the dividend will be paid in cash only on June 24, 2015; 5. resolves that, should the amount of the dividends for which the option is exercised not correspond to a whole number of shares, the shareholder may (i) obtain the number of shares immediately above, on the day he/she exercises the option, by paying the Company an amount in cash equal to the difference between the subscription price of the number of shares immediately above and the amount of the dividends for which the option is exercised, or (ii) obtain the number of shares immediately below, plus a cash adjustment paid by the Company and corresponding to the difference between the amount of the dividends for which the option is exercised and the subscription price of the number of shares immediately below; and 6. resolves to grant the Board of Directors all the powers required to implement this resolution, with the option to delegate said authority to any qualified person to the extent permissible by law, in order to ensure the payment of the dividend in new shares, specifying the relevant application and execution methods, to take note of the number of shares issued hereunder and to amend Article 6 of the Company's bylaws as required in relation to the share capital and the number of shares it comprises. Fifth resolution (Approval of agreements and undertakings covered under Articles L et seq. of the French Commercial Code) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, and called to approve the special Statutory Auditors' report on regulated agreements pursuant to Article L of the French Commercial Code, approves the conclusions of said report and the agreements mentioned therein. Sixth resolution (Setting of attendance fees allocated to the Board of Directors for 2014) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings and having read the Management report, fixes the overall amount of the attendance fees allocated to Board members for 2014 to 48,000. NextRadioTV DOCUMENT DE REFERENCE

163 General Meeting Seventh resolution (Authorization to be granted to the Board of Directors to trade in the Company's shares) This authorization is renewed every year to enable the Board of Directors to trade in Company shares on the stock market or otherwise: share purchase, sale, and retention. The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having read the Board of Directors report, authorizes the Board of Directors, in accordance with the provisions of Articles L et seq. of the French Commercial Code, Regulation (EC) No. 2273/2003 of December 22, 2003 implementing Directive 2003/6 and Articles to of the General Regulation of the French Financial Markets Authority (AMF) or any provision that should replace it, to trade on the stock market or elsewhere in shares of the Company. The General Meeting has resolved that the Board of Directors, which may delegate its authorization as provided by law, may purchase or instruct the purchase of Company shares in order: to stimulate the market for NextRadioTV shares, particularly to promote liquidity under a liquidity contract complying with a code of ethics recognized by the AMF and entered into with an investment services provider in accordance with market practices accepted by the AMF; to implement any stock option plan of the Company under the provisions of Articles L et seq. of the French Commercial Code; to award bonus shares under the provisions of Articles L et seq. of the French Commercial Code; to award shares to employees in recognition of their contribution to the growth of the business and to implement any company savings plan under the conditions provided by law, in particular Articles L et seq. of the French Labor Code; to retain shares for subsequent delivery in payment or exchange in connection with external growth transactions; to deliver shares upon the exercise of rights attached to securities giving access to capital through redemption, conversion, exchange, presentation of a warrant or any other method; to cancel all or part of the securities thus purchased, within the framework and subject to valid authorization from the Extraordinary General Meeting; and more generally, to perform any transaction authorized by law or any market practice accepted by the AMF, provided that the Company informs its shareholders via a press release. Shares may be purchased by any means, on one or more occasions, in compliance with the applicable securities regulations and accepted market practices published by the AMF, on or off exchange, particularly by using, where appropriate, all derivative financial instruments or options, provided that these do not significantly increase the volatility of the stock. The Company reserves the right to make block purchases. The Company may continue this share buyback program during a public tender or exchange offer period for its equities in accordance with the provisions of Article of the AMF General Regulation. Purchases may involve a number of shares that may not exceed 10% of the share capital at the purchase date. However, the number of shares purchased by the Company to be held and subsequently delivered in payment or exchange during a merger, demerger or contribution may not exceed 5% of its share capital, in accordance with the legal provisions. In accordance with the provisions of Article L of the French Commercial Code, the Company may not hold, directly or indirectly, more than 10% of its share capital. The General Meeting sets the maximum purchase price at 45 per share, excluding acquisition costs. Consequently, the maximum amount that the Company is liable to pay in the event of a purchase at the maximum price of 45 would be 72,431,901 based on the share capital at December 31, In the event of a change in share par value, a capital increase by capitalization of reserves and award of bonus shares, as well as in the case of a stock split or reverse stock split, capital redemption or reduction, distribution of reserves or other assets and any other transactions affecting shareholders equity, the unit price indicated above will be adjusted by a factor equal to the ratio between the number of shares comprising the capital before the transaction and the number after the transaction. To implement this authorization, full powers are granted to the Board of Directors, which may further delegate same as provided by law, to implement this authorization, in particular to assess the feasibility of launching a share buyback program and to define the terms thereof, to draft and publish the press release on the introduction of the buyback program, to place all market orders, to enter into all agreements, particularly for the purpose of keeping records of share purchases and sales, to make any declarations to the AMF and any other organization, to complete all formalities and, generally, do all that is necessary. This authorization is granted for a period of eighteen (18) months from this General Meeting, and supersedes the authorization given by the General Meeting of May 22, 2014 under its seventh resolution, to the extent that this has not been used. NextRadioTV DOCUMENT DE REFERENCE

164 General Meeting Matters within the remit of the Extraordinary General Meeting Eighth resolution (Delegation of authority to be granted to the Board of Directors to increase the share capital by means of the issue with preferential rights to subscribe shares and/or securities giving immediate and/or future access to the Company's capital) This resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This resolution will enable the Board of Directors to increase the share capital, within the limit of 1,000,000 per issuance of shares and/or marketable securities giving access to the Company's capital during fiscal years 2015, 2016 and at the start of the 2017 fiscal year. The nominal amount of all the debt securities that may be issued by virtue of this authority may not exceed 200,000,000. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L , L , L and L et seq. of the French Commercial Code: 1. delegates to the Board of Directors its authority, with the right of sub-delegation under the conditions provided by law, to decide to increase the Company's share capital via the issue on one or more occasions, with preferential subscription rights, with the proportions and at the times it may deem fit, (i) of ordinary Company shares, (ii) of marketable securities governed by Articles L et seq. of the French Commercial Code which are equity securities giving access to other equity securities of the Company, by any means, immediately and/or in the future, and/or giving right to the allocation of debt securities, and/or (iii) marketable securities representing ownership of a debt obligation by the Company, whether governed or not by Articles L et seq. of the French Commercial Code, giving access or likely to give access to equity securities to be issued by the Company (or, if applicable, to existing equity securities and/or debt securities), to Company shares which may be subscribed for in cash or by offsetting of debts; 2. resolves to cap the nominal amount of any capital increases decided by the Board of Directors hereunder to one million euros ( 1,000,000), with the specification that: if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, this amount will be applied towards the overall ceiling set out in the fourteenth resolution below; 3. resolves that the marketable securities giving access to Company shares thus issued may, in particular, be debt securities or be associated with the issue thereof, or enable their issue as intermediate securities. More specifically, said securities may be subordinated or non-subordinated, have fixed or open-ended maturity, be denominated in euros or foreign currencies, or in monetary units established based on several currencies; 4. resolves to cap the total nominal amount of the debt securities that may be issued hereunder at 200,000,000 or the equivalent amount in any other currency or any other unit of account on the date the issuance is decided, with the specification that this amount does not include any redemption premium(s) above the par value, if applicable. The nominal amount of any debt securities issued hereunder will be applied towards the overall ceiling set out in letter b) of the fourteenth resolution below. Bonds giving access to Company shares may pay fixed and/or variable interest, or offer capitalized interest, and they may be redeemed, with or without premium, or be amortized. In addition, these securities may be bought back on the stock market or as part of a purchase or exchange offer initiated by the Company; 5. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the Shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 6. acknowledges that the authority hereunder will also allow the Board of Directors to grant a subscription right subject to reduction which will be exercised proportionally to the shareholders' rights and within the limits of their requests; 7. acknowledges that under this delegation of authority, should irreducible and, if applicable, reducible subscriptions not cover the entire issuance, the Board of Directors may, in compliance with the applicable laws, in particular Article L of the French Commercial Code, use any of the other powers listed below, in the order it may deem fit: limit the capital increase to the subscribed amount, provided it reaches at least three-quarters of the planned increase, or freely allocate all the unsubscribed shares or part thereof, and/or offer all unsubscribed issued shares or part thereof to the public; NextRadioTV DOCUMENT DE REFERENCE

165 General Meeting 8. resolves to grant the Board of Directors full powers, with the right of sub-delegation under the conditions provided by law, to implement this authority, under the conditions provided by law and within the limits set out herein, in particular in order to: establish the characteristics, the amount and terms and conditions of any issue and issued security. More specifically, the Board will determine the category of securities issued, taking into account the information contained in its report; their subscription price, with or without premium; the conditions for their release; their dividend date or the terms and conditions under which the marketable securities issued hereunder will give access to Company shares, modify, if applicable and in agreement with the holders of the securities issued, all the characteristics of the securities issued hereunder, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital after each capital increase, in general, to do all that is useful and required under the applicable laws and regulations; 9. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Ninth resolution (Delegation of authority to be granted to the Board of Directors to increase the share capital by means of the issue without preferential rights to subscribe shares and/or marketable securities giving access to the Company's capital, in accordance with Article L of the French Commercial Code, in particular as part of a public offer) This resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This resolution will enable the Board of Directors to increase the share capital, within the limit of 500,000 per issuance of shares and/or marketable securities giving access to the Company's capital, in particular as part of a public offer, during fiscal years 2015, 2016 and at the start of the 2017 fiscal year. The nominal amount of all the debt securities that may be issued by virtue of this authority may not exceed 200,000,000. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L , L , L , L and L et seq. of the French Commercial Code: 1. delegates to the Board of Directors its authority, with the right of sub-delegation under the conditions provided by law, to decide to increase the share capital, via the issue on one or more occasions, without preferential subscription rights, in particular as part of a public offering, with the proportions and at the times it may deem fit, (i) of ordinary Company shares, (ii) of marketable securities governed under Articles L et seq. of the French Commercial Code which are equity securities giving access to other equity securities of the Company, by any means, immediately and/or in the future, and/or giving right to the allocation of debt securities, and/or (iii) marketable securities representing ownership of a debt obligation by the Company, whether governed or not by Articles L et seq. of the French Commercial Code, giving access or likely to give access to equity securities to be issued by the Company (or, if applicable, to existing equity securities and/or debt securities), to Company shares which may be subscribed for in cash or by offsetting of debts; 2. resolves to cancel the shareholders' preferential subscription rights pertaining to the shares or other marketable securities which may be issued hereunder, with the specification that the Board of Directors can establish a reducible and/or irreducible subscription priority period for the shareholders which will not create negotiable rights. This right will be exercised proportionally to the number of shares owned by each shareholder, within the timeframe and under the terms and conditions set out by the Board and can be applied to an entire issuance hereunder of part thereof. Should the subscriptions, including, where applicable, by the shareholders, not cover the entire issuance, the Board of Directors may restrict the amount of the transaction in accordance with the law; 3. resolves that the marketable securities giving immediate or future access to Company shares may be warrants (which may be allocated at no charge), debt securities (subordinated or not subordinated) or any other marketable securities of any nature whatsoever; 4. resolves to cap the nominal amount of any capital increases decided hereunder by the Board of Directors and carried out immediately and/or in the future, to five hundred thousand euros ( 500,000), with the specification that: if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, this amount will be applied towards the overall ceiling set out in the fourteenth resolution below; 5. resolves to cap the total nominal amount of the debt securities that may be issued hereunder at 200,000,000 or the equivalent amount in any other currency or any other unit of account on the date the issuance is decided, with the specification that this amount does not include any redemption premium(s) above the par value, if applicable. The nominal amount of any debt securities issued hereunder will be applied towards the overall ceiling set out in letter b) of the fourteenth resolution below. Bonds giving access to Company shares may pay fixed and/or variable interest, or offer capitalized interest, and they may be redeemed, with or without premium, or be amortized. In addition, these securities may be bought back on the stock market or as part of a purchase or exchange offer initiated by the Company; NextRadioTV DOCUMENT DE REFERENCE

166 General Meeting 6. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the Shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 7. resolves that the Board of Directors will establish the characteristics, the amount and terms and conditions of any issue and issued security. More specifically, the Board will determine the category of securities issued, taking into account the information contained in its report, their subscription price, with or without premium, the conditions for their release, their dividend date or the terms and conditions under which the marketable securities issued hereunder will give access to Company shares; 8. resolves, subject to the implementation of the eleventh resolution below, that: (i) the price of the new shares will be at least equal to the minimum amount set out by the applicable laws and regulations in force at the time this authority is used, (ii) the issue price of the marketable securities giving access to the share capital will be such that the amount immediately received by the Company, plus, if applicable, any amount the Company may potentially receive during its capital increase following the exercise of the rights attached to said securities, will be consistent with the minimum issue price set out in the preceding paragraph; 9. resolves to grant the Board of Directors full powers, with the right of sub-delegation under the conditions provided by law, to implement this authority, under the conditions provided by law and within the limits set out herein, in particular in order to: establish the characteristics, the amount and terms and conditions of any issue and issued security. More specifically, the Board will determine the category of securities issued, taking into account the information contained in its report; their subscription price, with or without premium; the conditions for their release; their dividend date or the terms and conditions under which the marketable securities issued hereunder will give access to Company shares, modify, if applicable and in agreement with the holders of the issued securities, all the characteristics of the securities issued hereunder, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital after each capital increase, in general, to do all that is useful and required under the applicable laws and regulations, and more specifically, to duly record the completion of these issuances and to amend the bylaws accordingly, carry out any and all formalities, make all declarations and request any authorizations which may be necessary to successfully execute these issues; 10. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Tenth resolution (Authorization to be given to the Board of Directors to initiate an offer as set forth in Article L II of the French Monetary and Financial Code to implement the ninth resolution, in accordance with Article L of the French Commercial Code) The preceding authorization covering the same subject matter is due to expire on July 21, Renewal of this authorization will enable the Board of Directors to make an offer as per Article L II of the French Monetary and Financial Code, within the limit of 20% of the share capital per year, in order to implement the ninth resolution over a term of 26 months. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L , L , L , L and L et seq. of the French Commercial Code: 1. specifies that the Board of Directors will have the power to make an offer as per Article L II of the French Monetary and Financial Code to make use of the authority granted to it under the ninth resolution of this General Meeting; 2. acknowledges that, pursuant to the applicable law, the issuance of shares as part of an offer covered under Article L II of the French Monetary and Financial Code will be limited to 20% of the share capital per year, with the specification that the nominal amount of the capital increases will be applied toward the individual ceilings set out in the ninth resolution below; 3. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Eleventh resolution (Authorization to be given to the Board of Directors, in case of issue of shares and/or securities giving access to the Company s share capital, without preferential subscription rights in accordance with Article L of the French Commercial Code, to set the issue price subject to the annual limit of 10% of the share capital) This resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This resolution enables the Board of Directors to issue shares and/or marketable securities giving access to the Company's capital, to set the issue price to a maximum of 10% of the share capital per year, during fiscal years 2015, 2016 and the start of the 2017 fiscal year. NextRadioTV DOCUMENT DE REFERENCE

167 General Meeting The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditor's report, and in accordance with the provisions of Article L of the French Commercial Code; 1. authorizes the Board of Directors, for each issuance of shares and/or marketable securities giving access to the Company's share capital, without preferential subscription rights, approved under the ninth and tenth resolution, to set the issue price notwithstanding (i) the price-fixing conditions established by the regulations in force at the time this authority is used, and (ii) the general conditions set out by the General Meeting in the fourteenth resolution, and in compliance with the following conditions: (i) the issue price of the new shares may not be lower than the average of the last three trading days preceding the fixing of the issue price, minus, if applicable, a maximum discount of 15%, (ii) the issue price of the marketable securities giving access to the share capital will be such that the amount immediately received by the Company, plus, if applicable, any amount the Company may potentially receive during its capital increase following the exercise of the rights attached to said securities, will be consistent with the minimum issue price set out in the preceding paragraph; 2. specifies that in any case and pursuant to the applicable laws, the total nominal amount of the capital increases made hereunder may not exceed 10% of the share capital per year (at the date the issuance is approved); 3. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Twelfth resolution (Authorization to be given to the Board of Directors to increase, in accordance with Article L of the French Commercial Code, the number of shares to be issued on the occasion of issues made with or without preferential subscription rights under the eighth, ninth and tenth resolutions) The preceding authorization covering the same subject matter is due to expire during the fiscal year, on July 21, Renewal of this authorization will enable the Board of Directors to increase the number of securities to be issued, within the limit of 15% of the initial issuance, for a term of 26 months. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditor's report, in accordance with the provisions of Article L of the French Commercial Code: 1. authorizes the Board of Directors, with the right of sub-delegation under the conditions provided by law, to increase the number of shares and/or marketable securities giving access to the Company's share capital in the event of issuances made with or without preferential rights, under the same conditions, in particular in terms of pricing, applicable for the initial issuance, within the timeframes and limits applicable under the relevant regulations on the issue date, which currently correspond to thirty (30) days after the closing of subscription and 15% of the initial issuance; 2. resolves that the nominal amount of any capital increase executed hereunder will be applied toward the individual ceiling for the initial issuance and (ii) the overall cap set out in the fourteenth resolution below; 3. sets the validity period of this authorization, which, if applicable, will avoid any unused portion of any prior authorization on the same subject matter, at twenty-six (26) months from the date of this General Meeting. Thirteenth resolution (Delegation of authority to enable the Board of Directors to increase the share capital through the issue of shares and/or securities giving access to the share capital of the Company reserved for employees participating in a company savings plan, without preferential subscription rights, pursuant to Article L of the French Commercial Code) In light of the inclusion in the agenda of power delegations allowing for capital increases through contributions in cash, this Resolution is put forward to ensure compliance with the applicable law, and in particular Article L which establishes that any Extraordinary General Meeting deliberating on a cash capital increase must also approve a resolution relating to a capital increase to be carried out under the terms of Articles L et seq. of the French Labor Code. This authority covers a capital increase with a total number of shares not exceeding 3% of the share capital. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L , L , L , L and L et seq. of the French Commercial Code, and Articles L et seq. of the Labor Code: 1. delegates to the Board of Directors its authority, with the right of sub-delegation under the conditions provided by law, to decide to increase the share capital, on one or more occasions, and within the limit of a total number of shares not exceeding 3% of the share capital on the day of the Board of Directors' decision, to issue shares and/or securities giving access immediately and/or in the future to the share capital, open exclusively to members of one or more company savings plans (or members of other plans who under Articles L et seq. of the French Labor Code are entitled to reserved capital increases under equivalent conditions) offered within the Company or the NextRadioTV Group; NextRadioTV DOCUMENT DE REFERENCE

168 General Meeting 2. resolves to cancel the shareholders' preferential subscription right to the securities covered hereunder in favor of the aforementioned beneficiaries; 3. resolves that the total nominal amount of any capital increase which may be executed hereunder, immediately or in the future, will be applied toward the overall ceiling set out in the fourteenth resolution below; 4. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 5. specifies that the issue price of the new shares or marketable securities giving access to the share capital will be set in compliance with the conditions established by Articles L et seq. of the French Labor Code; 6. authorizes the Board of Directors to allocate, free of charge and in addition to the shares or marketable securities giving access to the share capital to be subscribed in cash, new or existing shares or marketable securities giving access to the share capital, to the aforementioned beneficiaries, en lieu of the discount on the share subscription price or part thereof, with the understanding that the benefit of said allocation may not exceed the applicable legal or regulatory limits; 7. resolves to grant the Board of Directors full powers, with the right of sub-delegation under the conditions provided by law, to implement this authority, under the conditions and within the limits set out above, to set the issue and subscription conditions, to duly record the completion of the resulting capital increases and amend the bylaws accordingly, and in particular: to draw up under the conditions provided by law, a list of the companies whose employees, early retirees and retirees entitled to subscribe the shares or marketable securities giving access to the share capital thus issued, and, if applicable, to be allocated bonus shares or marketable securities giving access to the share capital, decide that subscriptions may be made directly or through employee mutual funds or any other eligible structure or entity under the applicable legal and regulatory provisions, set out the conditions to be met by the beneficiaries of capital increases, notably in terms of length of service, set the opening and closing subscription dates, approve the total number of new shares to be issued, if applicable, charge the cost of the capital increases to the premiums relating thereto and deduct from this amount the sums required for the legal reserve to be equal to one tenth of the new share capital after said capital increases, generally, to enter into all agreements, adopt all measures and complete all formalities for the issuance and financial servicing of the financial securities issued hereunder, as well as the exercises of the rights attached thereto; 8. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Fourteenth resolution (Overall cap on authorization for cash issues) The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report, in accordance with the provisions of Article L of the French Commercial Code, resolves the following: a) the nominal amount of any immediate or future capital increases which may be made under the eighth to thirteenth and fifteenth resolutions submitted to this General Meeting is capped at one million euros ( 1,000,000), with the following specification: if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, the sub-ceiling applicable to issuances with preferential subscription rights under the eighth resolution is one million euros ( 1,000,000), the sub-ceiling applicable to issuances without preferential subscription rights under the ninth, tenth and eleventh resolutions is five hundred thousand euros ( 500,000), the sub-ceiling applicable to issuances reserved to employees who are members of company savings plans under the thirteenth Resolution is 3% of the share capital on the day said issuance is decided; b) the total amount of the debt securities which may be issued under the eighth, ninth and tenth resolutions is capped at 200,000,000, with the specification that this amount does not include any above par redemption premium(s) where applicable, or the equivalent value in euros. NextRadioTV DOCUMENT DE REFERENCE

169 General Meeting Fifteenth resolution (Delegation of authority to be granted to the Board of Directors to increase the share capital through the issue, without preferential subscription rights, of shares and/or securities giving access to the share capital of the Company, pursuant to Article L of the French Commercial Code, in case of a public exchange offer initiated by the Company) This resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This resolution will enable the Board of Directors to increase the share capital by no more than double, by issuing shares and/or marketable securities as part of a public exchange offer initiated by the Company during fiscal years 2015, 2016 and at the start of the 2017 fiscal year. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L to L , and L et seq. of the French Commercial Code: 1. delegates the Board of Directors, which the right to sub-delegate pursuant to the applicable law, the power to decide to issue (i) ordinary Company shares, (ii) Company securities governed by Articles L et seq. of the French Commercial Code which are equity securities giving access to other equity securities of the Company, by any means, immediately and/or in the future, and/or giving right to the allocation of debt securities, and/or (iii) marketable securities representing ownership of a debt obligation by the Company, whether governed or not by Articles L et seq. of the French Commercial Code, which give or may give access to Company equity stock to be issued (or, if applicable, to existing equity securities and/or debt securities) as consideration for the securities contributed to a public exchange offer initiated by the Company on the securities of a company whose shares are admitted to trading on a regulated market of an EEA country or OECD member (for instance, as part of an Anglo-Saxon reverse merger); 2. resolves to cancel the shareholders' preferential subscription right to the shares and/or other marketable securities which may be issued hereunder; 3. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 4. resolves that the maximum nominal amount of the capital increases which may be executed hereunder may not be more than double the Company's share capital, with the specification that: if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, this amount will be applied towards the overall ceiling set out in the fourteenth resolution below; 5. resolves to grant the Board of Directors full powers, with the right of sub-delegation under the conditions provided by law, to implement this authority, under the conditions provided by law and within the limits set by the General Meeting and hereunder, in particular in order to: set the exchange ratio and the issuance conditions, and, if applicable, the cash adjustment to be paid, record the number of shares contributed to the exchange, set the dates and conditions for the share issuance, and the characteristics of the marketable securities giving access to the share capital, notably the price and (retroactive where applicable) dividend date, adopt all measures, in compliance with the applicable laws and regulations and contractual stipulations, to preserve the rights of holders of securities giving access to the Company's share capital, enter the difference between the issue price of new shares and their nominal value under the item Contribution Premium in the Liabilities section on the balance sheet, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital after each capital increase, to duly record the completion of this issuance, to amend the bylaws accordingly, and, in general, to do all that is useful and required under the applicable laws and regulations; 6. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. NextRadioTV DOCUMENT DE REFERENCE

170 General Meeting Sixteenth resolution (Delegation of authority granted to the Board of Directors to increase the share capital, in accordance with Article L of the French Commercial Code, by issuing shares or securities giving access to the share capital of the Company as consideration for contributions in kind, within a limit of 10% of the share capital) This resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This resolution will enable the Board of Directors to increase the share capital by issuing shares or marketable securities giving access to the Company's capital as remuneration for contributions in kind subject to a limit of 10% of the share capital during fiscal years 2015, 2016 and the start of the 2017 fiscal year. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary ordinary general meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L et seq., L and L et seq. of the French Commercial Code: 1. delegates the Board of Directors, which may sub-delegate its authorization as provided by law, the power to decide, based on the Statutory Auditors' report on the contributions mentioned in the first and second paragraphs of Article L to issue (i) ordinary Company shares, (ii) Company securities governed by Articles L et seq. of the French Commercial Code which are equity securities giving access to other equity securities of the Company, by any means, immediately and/or in the future, and/or giving right to the allocation of debt securities, and/or (iii) marketable securities representing ownership of a debt obligation by the Company, whether governed or not by Articles L et seq. of the French Commercial Code giving access or likely to give access to equity securities to be issued by the Company (or, if applicable, to existing equity securities and/or debt securities), for the purpose of compensating contributions in kind made to the Company consisting of equities or market securities giving access to another company's share capital, when the provisions of Article L relating to public exchange offers do not apply; 2. acknowledges that this authority entails the shareholders' express waiver, in favor of the holders of the securities conferred as contributions in kind, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 3. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 4. resolves that the nominal amount of any capital increase which may be executed hereunder immediately or in the future cannot exceed 10% of the share capital on the date the contributions are made in accordance with Article L of the French Commercial Code, with the specification that, if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, 5. resolves to cap the total nominal amount of the debt securities that may be issued hereunder at 200,000,000 or the equivalent amount in any other currency or any other unit of account on the date the issuance is decided, with the specification that this amount does not include any redemption premium(s) above the par value, if applicable. Bonds giving access to Company shares may pay fixed and/or variable interest, or offer capitalized interest, and they may be redeemed, with or without premium, or be amortized. In addition, these securities may be bought back on the stock market or as part of a purchase or exchange offer initiated by the Company; 6. resolves to grant the Board of Directors full powers, with the right of sub-delegation under the conditions provided by law, to implement this authority, under the conditions provided by law and within the limits set out herein, in particular to: decide on the capital increase(s) to compensate the contributions, appraise the Special Auditors' report on the aforementioned contributions, the valuation of the contributions and any potential special benefits, set the dates and conditions for the share issuance, and the characteristics of the marketable securities to be issued, notably the price and dividend date (retroactive where applicable), adopt all measures, in compliance with the applicable laws and regulations and contractual stipulations, to preserve the rights of holders of securities giving access to the Company's share capital, enter the difference between the issue price of new shares and their nominal value under the item Contribution Premium in the Liabilities section on the balance sheet, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital after each capital increase, to duly record the completion of this issuance, to amend the bylaws accordingly, and, in general, to do all that is useful and required under the applicable laws and regulations; 7. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. NextRadioTV DOCUMENT DE REFERENCE

171 General Meeting Seventeenth resolution (Delegation of powers to be granted to the Board of Directors to issue securities giving access to the Company's share capital, without preferential subscription rights, in accordance with Article L of the French Commercial Code, as consideration for securities contributed to the Company, as part of an exchange of securities) This Resolution renews a delegation of authority expiring on November 21, 2015, i.e. during the fiscal year, for a period of 18 months. This resolution will enable the Board of Directors to issue marketable securities giving access to the Company's share capital as part of an exchange of financial securities by no more than double the share capital in the event of a public exchange offer, and 10% of the share capital otherwise, during fiscal years 2015, 2016 and at the start of The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Articles L , L , L , L and L et seq. of the French Commercial Code: 1. delegates to the Board of Directors the power to decide to issue marketable securities giving access to the Company's capital, without preferential rights, as part of a financial security exchange made by the Company, in particular as part of a public exchange offer; 2. resolves to cancel the shareholders' preferential subscription right to the marketable securities which may be issued hereunder, in favor of a category of persons, i.e. the holders of the securities contributed to the Company as part of the exchange; 3. resolves that the marketable securities giving immediate or future access to Company shares may be warrants (which may be allocated at no charge), debt securities (subordinated or not subordinated) or any other marketable securities of any nature whatsoever; 4. acknowledges that, in accordance with the provisions of Article L of the French Commercial Code, this authority entails, ipso jure, the shareholders' express waiver in favor of the holders of marketable securities giving access to the Company's share capital, which may be issued hereunder, of their preferential subscription right to the equity stock which may be associated to said marketable securities; 5. resolves in accordance with the provisions of Article L II of the French Commercial Code and in accordance with the Board of Directors' report and with the special Statutory Auditors' report, that the unit issue price of these marketable securities will be linked to the established exchange ratio, which, if applicable, will need to be assessed by an independent party; 6. resolves that the maximum nominal amount of the capital increases, which may be decided immediately or in the future by the Board of Directors hereunder, may not exceed: in the event of a public exchange offer, the ceiling set out in the fifteenth resolution, to which it will be applied, in all other cases, the ceiling set out in the sixteenth resolution, to which it will be applied; 7. resolves to grant the Board of Directors full powers, to implement this authority, under the conditions provided by law and within the limits set out herein, in particular in order to: modify, if applicable and in agreement with the holders of the issued securities, all the characteristics of the securities issued hereunder after their issuance, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital after each capital increase, in general, to do all that is useful and required under the applicable laws and regulations; 8. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for eighteen (18) months from the date of this General Meeting. Eighteenth resolution (Delegation of authority to be granted to the Board of Directors to increase, in accordance with Article L of the French Commercial Code, the share capital by capitalization of reserves, premiums, profits or similar) This Resolution renews a delegation of authority expiring on July 21, 2015, i.e. during the fiscal year, for a period of 26 months. This Resolution will enable the Board of Directors to increase the share capital within the limit of 500,000, by capitalization of reserves, premiums, profits or similar during fiscal years 2015, 2016 and at the start of The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, having read the Board of Directors report, and in accordance with the provisions of Articles L , L and L of the French Commercial Code: 1. delegates to the Board of Directors its authority, with the right of sub-delegation under the conditions provided by law, to decide to the extent and at the times it may deem fit, to increase on one or more occasions, the Company's share capital by capitalization of reserves, premiums, profits or similar as allowed by the applicable laws and the bylaws, by allocating bonus shares or by increasing the par value of the existing shares, or a combination of these two methods: NextRadioTV DOCUMENT DE REFERENCE

172 General Meeting 2. resolves that the rights to fractional shares will neither be transferable nor negotiable. The corresponding shares will be sold and the revenue allocated to the right holders within a timeframe set by a decree by the Council of State; 3. resolves to cap the nominal amount of any capital increases decided hereunder by the Board of Directors and carried out hereunder to five hundred thousand euros ( 500,000), with the specification that: if applicable, this ceiling may be increased by adding the nominal value of the shares to be issued to preserve the rights of the holders of financial securities giving access to the Company's capital, as provided for by the applicable laws and contractual provisions, this ceiling is separate from the overall ceiling set out in the preceding fourteenth resolution; 4. resolves to grant the Board of Directors full powers, under the conditions provided by law and within the limits set out herein, to implement this authority, and in particular to record the completion of these issuances and to amend the bylaws accordingly, carry out any and all formalities, make all declarations and request any authorizations which may be necessary to successfully execute these issuances; 5. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Nineteenth resolution (Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares) This authorization, valid for 18 months, gives the Board of Directors the power to reduce the Company's share capital by canceling treasury shares, within the limit of 10% of the share capital for every 24-month period. It replaces an authorization expiring on November 21, The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having read the Board of Directors report and the special Statutory Auditors' report, in accordance with the provisions of Article L of the French Commercial Code: 1. authorizes the Board of Directors, with the right to sub-delegate pursuant to the applicable law: to cancel, at any time and without further formalities, on one or more occasions, Company shares acquired following buybacks as part of any authorization given by the General Meeting in compliance with Article L of the French Commercial Code, within the limit of 10% of the share capital per each twenty-four (24) month period, with the understanding that this limit applies to an amount of share capital that, if applicable, will be adjusted to take into account any transactions affecting the share capital after this General Meeting, to reduce the share capital by the appropriate amount, by charging the difference between the buyback value of the canceled securities and their par value to the available premiums and reserves, to amend the bylaws accordingly and to complete all the required formalities. 2. resolves to grant the Board of Directors full powers, to implement this authority, under the conditions provided by law and within the limits set out herein, in particular for the purpose of: fixing the definitive amount of the capital reduction, setting the terms and conditions of the capital reduction and record its completion, charging the difference between the book value of the canceled securities and their par value to all available premiums and reserves, complete all formalities and take all measures and, generally, do all that is required to implement this authority; 3. resolves that this authority, which voids the unused portion of any prior authorization on the same subject matter, will be in force for twenty-six (26) months from the date of this General Meeting. Twentieth resolution (Approval of the exchange ratio of redeemable warrants issued by the Company in return for new shares of the Company, in the context of contributions in kind to the Company) This resolution aims to enable the Company's shareholders to approve the conditions under which certain holders of redeemable warrants who have signed a contribution agreement with the Company, may make contributions in kind by means of redeemable warrants, in particular the individual valuation of the warrants ( 12.45) and the proposed exchange ratio (7 new shares per 16 warrants), on the basis of the report of the special auditors appointed by the court to adequately inform the shareholders. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings and in accordance with the provisions of Article L of the French Commercial Code, having read: the report of the Board of Directors; the contribution agreements concluded as a private deed between the Company and certain holders of redeemable warrants issued by the Company which entitle said warrant holders to contribute to the Company all or part of their redeemable warrants (the "Contributions"), subject, in particular, to the approval by this Meeting of said Contribution, their valuation and compensation NextRadioTV DOCUMENT DE REFERENCE

173 General Meeting (together with other contribution agreements which may be concluded between the Company and holders of redeemable warrants (the "Contribution Agreements"); the report of the Special Auditors appointed by decree of the Chairman of the Paris Commercial Court on January 9, 2015 (the "Special Auditors' report"), which states that: the value of the warrants which are likely to be contributed to the Company has not been overestimated, and the exchange ratio of seven new Company shares for 16 warrants (with fractional rights paid in cash at a rate of per warrant) is fair; approves: the contribution of redeemable warrants as contributions in kind to the Company, based on the warrants' real value; the valuation of the warrants which are likely to be contributed to the Company, equal to per warrant; the terms of compensation of the contributed warrants, based on the exchange ratio of 7 new Company shares for 16 warrants (with fractional rights paid in cash at a rate of per warrant); Twenty-first resolution (Decision in principle to increase the share capital by a total maximum nominal amount of 42, by issuing a maximum of 1,057,032 new shares with a par value of 0.04 each, as consideration for contributions in kind to the Company of redeemable warrants issued by the Company by the holders of such warrants based on the exchange ratio approved under the twentieth resolution Delegation of powers granted to the Board of Directors to implement this decision and to record the capital increase resulting from such contribution in kind). This resolution, building on the previous one, aims to enable the Company's shareholders to decide in principle on the capital increase resulting from the aforementioned contributions in kind, to fix the maximum nominal value (based on the exchange ratio approved above) and to give the Board of Directors full powers to record the actual completion of this capital increase, on the basis of the contribution agreements duly signed between the Company and the holders of the relevant warrants. The General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings and in accordance with the provisions of Article L of the French Commercial Code, having read: the report of the Board of Directors; the Contribution Agreements; the Special Auditors' report; 1. approves: the valuation of the warrants likely to be contributed to the Company as contributions in kind (the "Contributions") under the conditions set out in the Contribution Agreements entered into by the Company and certain warrant holders on the basis of the Special Auditors' report, the terms of compensation of the Contributions, under which, based on the exchange ratio of seven new Company shares for 16 warrants (with fractional rights paid in cash at a rate of per warrant), warrant holders could potentially be allocated 1,057,032 new Company shares; 2. resolves that the nominal amount of the capital increase resulting from all the issuances executed hereunder be capped at 42,281.28; 3. resolves that the new Company shares issued as compensation for the Contributions will be allocated to the warrant holders having signed Contribution Agreements with the Company; 4. resolves to grant full powers to the Board of Directors, for a period of three (3) months from the date of this General Meeting, to implement this decision, in particular but with no limitations, in order to: verify, based on the Special Auditors' report and on the exchange ratio approved by the Shareholders under the twentieth resolution, the issuance of Company shares to compensate the Contributions, enter the difference between the issue price of new shares and their nominal value under the item Contribution Premium in the Liabilities section on the balance sheet, at its sole discretion, charge the cost of the capital increase to the premiums relating thereto and deduct from this amount the sums required for the reserve to be equal to one tenth of the new share capital, to duly record the completion of these issuances, to amend the bylaws accordingly, and, in general, to do all that is useful and required under the applicable laws and regulations; Twenty-second resolution (Powers) The General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, assigns full powers to the person bearing copies or extracts of these minutes for the completion of all legal formalities. NextRadioTV DOCUMENT DE REFERENCE