TF1 : 2023 UNIVERSAL REGISTRATION DOCUMENT

UNIVERSAL REGISTRATION

DOCUMENT

INCLUDING THE ANNUAL

FINANCIAL REPORT

TABLE OF CONTENT

TF1 GROUP INTEGRATED REPORT	3
Message from our Chairman & CEO	4
The TF1 group, a key player
in the french audiovisual sector		DPEF	5
A model that creates value for all stakeholders	7
TF1 group strategy	12
Engaged and diversified governance	16
Outlook for 2024	19

6	FINANCIAL STATEMENTS	193
6.1	Consolidated financial statements	194
6.2	Notes to the consolidated financial statements	200

6.3 Statutory auditor's report on the consolidated

financial statements	262
6.4 Parent company financial statements	267

6.5 Notes to the parent company financial

statements

271

6.6 Statutory auditors' report on the financial

statements

288

1	PRESENTATION OF THE TF1 GROUP	21
1.1	Group history	22
1.2	Simplified organisation chart	23
1.3	Markets	24
1.4	Group activities	34
1.5	TF1 group strategy	36
1.6	Regulatory environment	39
2	RISKS AND HOW THEY ARE MANAGED		RFA	43
2.1	Risk factors	44
2.2	Risk prevention measures relating to processes	50
2.3	Internal control procedures	52
3	CORPORATE GOVERNANCE	63
3.1	Corporate governance statement	64
3.2	Corporate governance arrangements		RFA	77
3.3	Statutory auditors' report on related
3.4	party agreements	94
Principles for remuneration of corporate officers	96

3.5 Disclosures on remuneration of corporate

	officers in respect of 2023	103
4	NON-FINANCIAL PERFORMANCE
STATEMENT RFA DPEF	113
3.1	Foreword	114
4.1	Key issues of the environmental transition	118
4.2	Key social and societal issues	142
4.3	Ethics	169

4.4 Independent third party's report on verification of the non-financial statement presented

in the Management Report

174

7	SHARE OWNERSHIP AND STOCK MARKET
INFORMATION		RFA	295
7.1	Share ownership	296
7.2	Stock market information	299
7.3	Relations with the financial community	301
7.4	Authorisations and corporate actions	302

7.5 Disclosures on stock options

and performance shares	307
7.6 Other information	314

7.7 Statutory auditors' report on the reduction

	in capital	317
8	GENERAL MEETING	319
8.1	Agenda	320

8.2 Report of the Board of Directors on the resolutions submitted for approval to the combined

8.3	General meeting of 17 April 2023	320
Draft Resolutions	326
9	ADDITIONAL INFORMATION	333

9.1 Person responsible for the Universal

	Registration Document
	and information on the verification
9.2	of the financial statements		RFA	334
Calendar	334
9.3	Information included by reference	334
9.4	Financial press releases published in 2023	335

9.5 Addresses of main subsidiaries and holdings

9.6	as of 31 December 2023	335
Cross-reference tables RFA	336
9.7	Glossary	342
9.8	Index	345

5	ANALYSIS OF THE 2023
FINANCIAL YEAR RFA	179
5.1	2023 significant events	180
5.2	Activity and results	182

RFA

DPEF

The information in the Annual Financial Report is shown clearly in the table of contents and in the relevant chapters via the pictogram.

The information in the Non-Financial Performance Statement is shown clearly in the table of contents and in the relevant chapters via the pictogram.

2023 UNIVERSAL REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

This is a translation into English of the universal registration document of the Company issued in French andit is available on the website of the Issuer.

The Universal Registration Document was filed with the AMF on 12 March 2024. AMF is the competent authority in respect of Regulation (EU) 2017/1129, and the Document was filed without prior approval, in accordance with Article 9 of said regulation. The Universal Registration Document may be used for a public offer of securities or for the admission of securities to trading on a regulated market if it is supplemented by an offer notice and if applicable, a summary and all amendments made to the Universal Registration Document. The ensuing set of documents is approved by the AMF in accordance with (EU) 2017/1129. This document has been prepared by the issuer and engages the liability of its signatories. It may be viewed on and downloaded from: www.groupe-tf1.fr/en

Marie-Sophie Lacarrau, lunchtime news bulletin

TF1 group Integrated Report

TF1 GROUP INTEGRATED REPORT

CONTENTS

ABOUT

THIS REPORT

METHODOLOGY

This report is inspired by the framework published by the International Integrated Reporting Council (IIRC). It builds on

a pro-active initiative extending back several years in the area of Corporate Social Responsibility and transparent communication with all stakeholders. It was prepared by an internal working group headed up by Financial Communication, in collaboration with the External Communication Division as well as the Strategy and CSR Departments.

SCOPE

The report covers the 2023 financial year (1 January to 31 December 2023), and TF1 group entities within the scope of the financial consolidation. It sets out the Group's targets for 2024, provides a progress report, and includes medium/long-term projections to give a forward-looking vision of the Group in its environment.

04 MESSAGE FROM OUR CHAIRMAN & CEO

05 THE TF1 GROUP, A KEY PLAYER IN THE FRENCH AUDIOVISUAL SECTOR

07 A BUSINESS MODEL THAT CREATES VALUE FOR ALL STAKEHOLDERS

12 TF1 GROUP STRATEGY

17 ENGAGED AND DIVERSIFIED GOVERNANCE

19 OUTLOOK FOR 2024

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3

TF1 GROUP INTEGRATED REPORT

Message from our Chairman & CEO

"OUR FINANCIAL RESULTS ARE SOLID,

AND OUR STRATEGIC PROGRESS SIGNIFICANT. I AM CONVINCED THAT EVERYTHING IS IN PLACE FOR OUR GROUP TO APPROACH THE FUTURE WITH CONFIDENCE."

RODOLPHE BELMER CHAIRMAN AND CEO OF THE TF1 GROUP

Ladies, Gentlemen, dear Shareholders,

2023 was an eventful year for the Group. In a difficult macroeconomic environment, which required us to adapt on all fronts, we achieved solid financial results and met our targets. Our profitability remains strong, with a 12.5% current operating margin from activities, close to that of 2022, while we continued to generate solid cash flow - enabling us to propose a dividend of fifty-five eurocents (€0.55) per share, up 10%.

These results illustrate our operational successes.

First, revenue. Against the backdrop of macro headwinds impacting the advertising market, our ad sales house turned in an outstanding performance, culminating in record marketing of the Rugby World Cup, demonstrating our ability to better monetize major events. Regarding production, much like the rest of the sector, Newen Studios was penalised by a slowdown in investment from traditional broadcasters and international streaming platforms. That said, Newen Studios is built on a solid track record which was strengthened in 2023; a year during which we further developed our projects. What's more, our diversification activities posted a good performance, positively contributing to the Group's results.

Second, audience. Despite programming costs discipline aimed at absorbing fluctuations in the advertising market, we performed better than consolidating our audience share among commercial targets, thanks to the excellent momentum of our channels and the contribution of streaming, notching up almost 19 billion viewing hours a year both in linear and streaming. On the back of a 34.0% audience share, our Group has delivered its best performance in 15 years in theW<50PDM target audience (Women aged under 50 purchasing decisionmakers), with a

12.1 pts head start on its direct challenger. We have also cemented our leader position in another strategic commercial target, namely 25-49-year-olds, achieving audience share of 30.6% (+10.1 pts vs. our direct challenger). TF1 remains the outright market leader, increasing the audience gap with its main rival and recording the highest ratings of the year across all genres. In addition, TMC, TFX and TF1 Séries Films confirmed their strong performance. Not to mention the inroads made by LCI, which, with annual audience share of 2.0%, found its audience and markedly stood out for its rigorous editorial stance.

2023 also saw us prepare the groundwork for our digital strategy, not only in streaming, but also in data and advertising technologies. Our ambitions are far-reaching, establishing the Group as the primary free-to-air destination for family entertainment and high-quality newsflow on the TV screen in France. We strive for a presence on all screens, fulfilling French people's usage expectations which are increasingly geared towards on-demand content viewing. In doing so, we will obtain a larger share in value of the digital advertising market. The latter is worth approximately €2 billion, with annual growth of 10 to 15%. This strategic move will help finance a high-quality linear and non-linear programming line-up,long-term, with a strong emphasis on news and information, but also on eye-catching and family-friendly content that has always contributed to our success.

Lastly, in 2023, our Group was again recognised for its commitment to social and environmental responsibility. The TF1 group has become the first private television broadcaster in Europe to obtain Journalism Trust Initiative (JTI) certification: we officially join the list of players that meet the criteria for trustworthy journalism, established by Reporters Without Borders. Another notable achievement is the validation of our decarbonisation trajectory under the Science Based Targets Initiative (SBTi) organisation, which marks a first for a French audiovisual media group.

In the months ahead, we intend to sustain this positive momentum by actively and purposefully reaching our three strategic goals. In linear advertising, we will strengthen our leadership in the linear advertising market through a premium content offering and a differentiating reach. With TF1+, we will become the leading free streaming platform in France, by leveraging the potential of our editorial line and maximising the value of our digital inventory by strengthening our data strategy. In production, we will establish Newen Studios as a key European studio with French roots.

To this end, we already kick-started a number of significant projects at the start of 2024.

First among these is the launch of Bonjour ! La Matinale TF1, hosted by Bruce Toussaint. This third major daily news programme, with its editorial line complementing our news bulletins and LCI, will help us consolidate our leadership among individuals aged 4 and over and reiterate our journalistic ambitions: to deliver premium news coverage that is honourable and respectful. News coverage that one would expect from France's number-one news source.

The second initiative is the launch of Plus belle la vie, encore plus belle, which follows our lunchtime (1pm) news bulletin. It is the third daily show on TF1 that is produced by Newen Studios. This is a testament to the Group's unrivalled expertise in strategic industry-scale projects, and an opportunity to create strong synergies which will directly impact our linear and especially our digital audiences.

The third and final project involves the roll-out of TF1+, which enjoys top visibility on almost all operator set-top boxes and connected televisions, and available to download. As the first-of-its kind in France, and most likely, in the world, this initiative grants free 24/7 access to more than 15,000 hours of premium content at any time, including several hundred full-length films and series. The decision to run a free service is what distinguishes us from an audiovisual landscape of paid platforms. Moreover, it confirms our key status in video advertising and above all, it demonstrates our determination to provide best-in- class news and entertainment to the largest possible audience, free of price barriers to entry. That is the driving force behind our cultural project - ″les Français ensemble″.

To fund these developments while preserving the Group's profitability and cash flow, we announced an optimisation plan aimed at gradually achieving over €40 million euros in operational cost savings from 2025 onwards, of which €10 to 15 million will be reinvested in the digital acceleration plan.

We have developed an ambitious roadmap for 2024, reflecting TF1's winning spirit., We have solid results, robust assets and committed employees who are united by a set of shared values and a powerful editorial and cultural project. All departments within the Group pulled together in a cohesive and impactful way to produce excellent results in only a matter of months. I am convinced that everything is in place for our Group to approach the future with confidence.

BOULOGNE-BILLANCOURT, 12 MARCH 2024

RODOLPHE  BELMER

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TF1 GROUP INTEGRATED REPORT

The TF1 group, a key player in the french audiovisual sector

The TF1 group, a key player in the French audiovisual sector

THE TF1 GROUP,

A KEY PLAYER IN THE FRENCH

AUDIOVISUAL SECTOR

DPEF

NO. 1

The French and international audiovisual landscape has undergone major changes in recent years. Content is consumed in various ways, from traditional linear viewing to an on-demand video universe where linear and non-linear coexist. Uses are converging and

PRIVATE SECTOR BROADCASTER IN FRANCE

WITH:

the broadcasting and distribution business continues to be fundamentally transformed by its interactions with digital. This transformation presents a clear opportunity to create value for both our audience and our advertising clients.

At the same time, demand for innovative, local and multi-genre content is sustained both in France and other European countries. Consumer tastes and expectations have become more demanding. In response, pure players like Netflix, Amazon Prime Video and Apple TV+, along with traditional broadcasters, are now looking to production companies and their specialised know-how.

Positioned in these two emerging segments, the TF1 group is a key player in the French audiovisual industry and the leader of France's private television sector with a strong presence in content production and distribution. It seeks to strengthen this position in the coming years, by cementing its leader position and revenue in linear television thanks to a Premium content offering; developing France's first-everFree-To- View streaming platform through TF1+, with ambitions to establish itself as the primary free-to-air destination for news and family entertainement on the TV screen in France; and to establish Newen Studios as a key European production studio with French roots.

This strategy is part of a technological, editorial and cultural project, which harbours strong ambitions, namely to keep pace with fast-changing uses and expectations in an effort to continue uniting French people over the long term.

34.0 %

and 30.6 %

group audience shares of W<50PDM and 25-49-year-olds

3,752

hours

of programmes produced by Newen Studios in 2023

€2,297 M

IN REVENUE

€287 M

CURRENT OPERATING PROFIT FROM ACTIVITIES - COPA (12.5% CURRENT OPERATING PROFIT FROM ACTIVITIES MARGIN)

€313 M

FREE CASH FLOW AFTER WCR

€505 M

NET CASH POSITION

2 ,882

EMPLOYEES

TF1 group engagement with CSR recognised in key non-financial indices

RANKED 1st IN

AA RATING

Broadcasting & Advertising sector in Europe

Inclusion in the S&P Global

Sustainability Yearbook 2023

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5

TF1 GROUP INTEGRATED REPORT

The TF1 group, a key player in the French audiovisual sector

TF1 GROUP LEVERAGES 2 OPERATING SEGMENTS THAT SHARE COMMON STRENGTHS AND VALUES

MEDIA

The Media segment offers premium content through its five linear channels (TF1, TMC, TFX, TF1 Séries Films, LCI) and in the non-linear segment (MYTF1, rebranded as TF1+ in January 2024) and its four pay theme channels (Ushuaïa TV, Histoire TV, TV Breizh, Série Club).

TF1 Pub, the leading plurimedia ad sales house network in France, is the go-to business partner for advertisers and agencies. It markets advertising spaces for programmes made for linear and non-linear segments. TF1 Pub is also a leading ad sales house in the radio market, with Les Indés Radios.

The TF1 group operates complementary businesses in entertainment, music, live shows, e-commerce (Gambettes Box, My Little Box) and licensing.

	€1,606m	34.0%
	revenue	and 30.6%
13.0%	in advertising
	of W<50PDM and
	(-2.1%vs. 2022) (1)	group audience shares
2023 current	Of which	25-49-year-olds(3)
operating profit	€105m;
from activities
margin	in MYTF1	28 million
	advertising revenue
	(+16% vs. 2022)	streamers (4)

NEWEN STUDIOS

A TF1 group subsidiary, Newen Studios is one of Europe's key players in audiovisual and cinema production and distribution, with a portfolio of more than 50 production companies and labels.

The Company actively operates in France and abroad, across 10 territories (the Netherlands, Denmark, Belgium, the United Kingdom, Spain, Germany, Norway, Sweden, Canada and the United States), and all areas of audiovisual creation by harnessing the expertise of its many talents to work on an extensive range of content (drama, daily series, unscripted shows, animation, documentaries, magazines, entertainment, TV films, cinema). As a result, the Group provides all industry players - ranging from television channels to streaming platforms - with impactful programmes that foster loyalty among their audiences.

Newen Studios acquires and distributes programmes by forging close partnerships in every aspect of television and film, which puts TF1 group in a unique position on the international distribution market.

3,752 hours

of programmes produced in 2023

9.5%

Current operating profit from activities ("COPA") margin

>2,000 hours

Book of orders(2)

See section 1.2 of this Universal Registration Document for a simplified organisation chart showing the Group's subsidiaries.

The TF1 group is one of the five business segments of the Bouygues group.

Bouygues is a diversified services group, structured into five sectors of activity: Construction, Property Development, Energies and Services, Telecoms and Media.

1. On a constant structure basis. 
2. Represents, in hours, the volume of confirmed business to be carried out for projects in excess of €1 million excluding Reel One.
3. Médiamétrie - Mediamat.
4. Médiamétrie - Four-screen TV audience measurement metric.

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A LONG-TERM VALUE-SHARING STRATEGY

TF1 GROUP INTEGRATED REPORT

A model that creates value for all stakeholders

A	model	that	creates	value
for all stakeholders

TF1 is firmly focused on a value-accretive strategy, as demonstrated by its regular cash flow generation to foster its development, and which is shared with its stakeholders.

FREE CASH FLOW AFTER WCR	SHAREHOLDER RETURNS
AS AT 31/12/2023(1)	IN LINE WITH OUR RESULTS

			289		313	Dividend (€/share)
		173								0.50 0.55
120	124			127		0.40		0.45	0.45
							0
2018	2019	2020	2021	2022	2023	2018	2019*	2020	2021	2022	2023

1. See section 9.7 for a definition of free cash flow after WCR

* No dividend paid for 2019 due to the COVID-19 crisis.

STOCK MARKET DATA

Share price (€)	2023	2022	2021	2020
High(1)	8.67	9.40	9.36	7.73
Low(1)	6.27	5.67	6.56	4.15
Closing price	7.14	7.16	8.73	6.59
Performance of TF1 shares over the year	-0.28%	-17.99%	32.40%	-10.95%
Performance of the SBF 120 over the year	15.26%	-10.32%	26.19%	-6.57%
Market capitalisation at 31 December (€ million)	1,505	1,507	1,838	1,386
Average daily volume traded (thousands of shares)(2)	698	231	275	477
Number of shares in issue at 31 December (million)	210.90	210.50	210.50	210.40

(1) Highs and lows represent the highest and lowest values recorded at close of trading. (2) Euronext.

SHARE OWNERSHIP
AS AT 31/12/2023
10.6%
Employees	SHARE FACTSHEET
	LISTED ON: Euronext Paris
	MARKET: Compartment A
	ISIN CODE: FR0000054900
45.4%	MAIN INDICES:
SBF 120
Bouygues
CAC MID 60
	CAC MID & SMALL
44.0%	NEXT 150®
Free float	EURO STOXX® TOTAL MARKET MEDIA

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7

TF1 GROUP INTEGRATED REPORT

A model that creates value for all stakeholders

THE GROUP

AND ITS ECOSYSTEM

Corporate Social Responsibility (CSR) is integral to the TF1 group's strategy. It is based on three central pillars: diversity and inclusion; the ecological transition; and solidarity. The Group's CSR approach breaks down into the following seven commitments:

KEY ISSUES OF THE
ENVIRONMENTAL	KEY SOCIAL AND	ETHIC
TRANSITION	SOCIETAL ISSUES	ISSUE

Reducing the TF1 group's

environmental impact

Raising public awareness

of the environmental transition

through our content

Promoting more responsible

advertising

Taking action to

achieve gender equality

Championing diversity, inclusion and solidarity

Ensuring health, safety and

well-being at work

Building trust

in the media

In compliance with the European Taxonomy (regulation (EU) 2020/852), the TF1 group sought to identify the portion of its activities deemed sustainable in 2023. These sustainability indicators, which are integral to monitoring our CSR approach, can be found in section 4 of the 2023 Universal Registration Document.

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