Number of new shares: 3 967 500

Following the great success with institutional investors of the capital increase initiated on 24 May 2006, the over-allocation option making it possible to increase the number of shares to be issued by 15% was exercised in full.

Hence on 1 June 2006, the Hi-Media President and Managing Director decided to issue 517 500 additional new shares, at a price corresponding to the initial issue price, set at 6.74 euros per share, by a decision made by the President and Managing Director on 25 May 2006.

Hence the total number of shares issued by the Company, after full exercise of the over-allocation option, comes to 3 967 500 (making 14.89% of the capital and 14.79% of the Company's voting rights before the operation, and 12.96% of the capital and 12.89% of the Company's voting rights after the operation), while the gross proceeds from the issue, after exercise of the over-allocation option come to an amount of 26 740 950 euros (including the premium on shares).

This project, not entailing any preferential application right or priority period to the benefit of the company's shareholders, was a great success with French and foreign institutional investors and with the public, and the issue was largely oversubscribed.

The settlement-delivery and the trading of the new shares on the Euronext Paris Eurolist are scheduled for 6 June 2006.

The operation was headed by Cazenove, as Lead Manager.

This capital increase will enable Hi-Media to strengthen its shareholders' funds to be able to exploit the external growth opportunities that might come up, and to strengthen its position as a player in consolidation of the on-line communication sector.  The company wants to diversify in publishing Internet sites so as, in particular, to grow in connection with the services and tools involved in generating a community audience.  The recent conclusion of an agreement-in-principle bearing on the acquisition of the Odyssée Interactive company, the publisher of the Jeuxvideo.com site, is an initial step in that direction.  The issue will make it possible in an initial phase to finance this acquisition and to provide the company with the resources it needs to make others.

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Prospectus availability

A prospectus consisting of the Company's reference document filed with the AMF (Financial Markets Authority) on 5 April 2006 under number D 06-0219, of an update of the Company's reference document filed with the AMF on 15 May 2006 under number D 06-219-A01, and of an operation note was approved by the AMF on 23 May 2006 under n° 06-155.

Copies of the prospectus are available at no expense from Cazenove, 14 boulevard Malesherbes, 75008 Paris, as well as from the Hi-Media registered office at 6, rue Saint Joseph, 75002 Paris.  The prospectus may be consulted on the Internet sites of Hi-Media (www.hi-media.com) and of the AMF (www.amf-france.org).

The modification of the characteristics of the operation (size and schedule) as well as the definitive terms of the offering, including the definitive subscription price and the number of shares (excluding exercise of the over-allocation option), were also published in the form of a financial notice in the Le Figaro newspaper of 26 May 2006 and in the La Tribune newspaper on 29 May 2006.

A legal notice relative to the said operation will be published in the Bulletin des annonces légales obligatoires (Bulletin of mandatory legal notices) on  7 June 2006, as a complement to the notice that appeared in the Bulletin des annonces légales obligatoires of 29 May 2006, bulletin n° 64.