TF1 : VOTING RESULTS

TF1 held its Combined Annual General Meeting of shareholders on 14 April 2022 at 9.30am (CET), at the registered office, with Chairman and CEO Gilles Pélisson in the chair.

Shareholders were able to vote by correspondence, by internet, and during the meeting,and submit any questions before and during the meeting.

A total of 2,041 shareholders participated in the meeting for Ordinary business, representing 176,343,056 shares and 176,343,056 voting rights and a total of 2,040 shareholders participated in the meeting for Extraordinary business, representing 176,342,856 shares and 176,342,856 voting rights, equivalent to 83.78% of the total voting rights.

Results of the vote on the resolutions

Total number of shares with voting rights	210,485,635
Number of votes	210,485,635
Number of shareholders present, represented, or having voted by correspondence	Ordinary General Meeting	2,041
Extraordinary General Meeting	2,040
Number of shares/votes by shareholders present, represented, or having voted by correspondence	Ordinary General Meeting	176,343,056
Extraordinary General Meeting	176,342,856

The shareholders adopted all the resolutions proposed by the Board of Directors.

Resolutions within the competence of the Ordinary General Meeting
N°	Result	For	Against	Abstained
Number of votes	%	Number of votes	%	Number of votes
1	Passed	Approval of the financial statements for the 2021 financial year
176,045,254	99.929%	125,085	0.071%	172,717
2	Passed	Approval of the consolidated financial statements for the 2021 financial year
176,046,663	99.929%	125,085	0.071%	171,308
3	Passed	Appropriation of profits for the 2021 financial year and setting the amount of the dividend
176,315,554	99.995%	8,896	0.005%	18,606
4	Passed	Approval of regulated agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code (1)
49,963,812	61.634%	31,102,128	38.366%	2,606,376
5	Passed	Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2021 financial year to Gilles Pélisson as Chairman and Chief Executive Officer
136,740,011	77.566%	39,549,497	22.434%	53,548
6	Passed	Approval of the information concerning the remuneration of the corporate officers described under Article L. 22-10-9 of the French Commercial Code
163,835,324	93.032%	12,271,021	6.968%	236,711
7	Passed	Approval of the remuneration policy applicable for Gilles Pélisson, Chairman and Chief Executive Officer
138,645,674	78.649%	37,637,918	21.351%	59,464
8	Passed	Approval of the remuneration policy for Directors
176,160,903	99.931%	121,993	0.069%	60,160
9	Passed	Reappointment of Gilles Pélisson as Director for a three-year term
149,826,232	84.988%	26,465,382	15.012%	51,442
10	Passed	Reappointment of Marie Pic-Pâris Allavena as Director for a three-year term
175,200,077	99.373%	1,105,131	0.627%	37,848
11	Passed	Reappointment of Olivier Roussat as Director for a three-year term
136,588,151	77.472%	39,717,353	22.528%	37,552
12	Passed	Appointment of Orla Noonan as Director for a three-year term
164,761,463	93.462%	11,526,055	6.538%	55,538
13	Passed	Recording of the appointment of the Directors representing the employees for a two-year-term
175,383,943	99.489%	900,840	0.511%	58,273
14	Passed	Reappointment of Ernst & Young Audit as Permanent Statutory Auditor for a term of six financial years
175,599,789	99.603%	700,290	0.397%	42,977
15	Passed	Non-reappointment of Auditex as Alternate Auditor
176,223,540	99.992%	13,502	0.008%	106,014
16	Passed	Authorisation granted to the Board of Directors to transact in the Company's shares for an 18-month period, subject to a maximum of 10% of the share capital
140,116,460	79.471%	36,194,154	20.529%	32,442

(1) The shareholders with an interest, representing 92,670,740 votes, did not take part in this vote

Resolutions within the competence of the Extraordinary General Meeting
N°	Result	For	Against	Abstained
Number of votes	%	Number of votes	%	Number of votes
17	Passed	Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares, for an 18-month period
176,272,166	99.976%	42,933	0.024%	27,757
18	Passed	Delegation of authority granted to the Board of Directors to increase the share capital, without shareholders' preferential right of subscription, in favour of employees or corporate officers of the Company or affiliated companies who are members of a company savings plan, for a 26-month period
166,375,992	94.521%	9,644,879	5.479%	321,985
19	Passed	Authorisation granted to the Board of Directors to grant stock subscription or purchase options to employees or corporate officers of the company or affiliated companies, for a 38-month period
146,356,051	84.235%	27,391,770	15.765%	2,595,035
20	Passed	Authorisation granted to the Board of Directors to carry out awards of performance shares, issued or that may be issued, without shareholders' preferential right of subscription, in favour of employees or corporate officers of the company or affiliated companies, for a 38-month period
146,853,788	84.510%	26,916,359	15.490%	2,572,709
21	Passed	Amendment of Article 7 of the Articles of Association concerning the procedures for declaring the crossing of thresholds
136,085,393	77.190%	40,214,552	22.810%	42,911
22	Passed	Authorisation to carry out formalities
176,295,091	99.994%	11,105	0.006%	36,660

Governance

Composition of the Board of Directors and the Board committee as of 14 April 2022 : Chairman and Chief Executive Officer : Gilles PELISSON

Directors :

• - Olivier BOUYGUES, Director of BOUYGUES

• - Catherine DUSSART, Director - independent

• - Farida FEKIH, Director - Representing employees

• - Sophie LEVEAUX, Director - Representing employees

• - Marie-Aude MOREL, Director - Representing employee shareholders

• - Orla NOONAN, Director - independent

• - Marie PIC-PÂRIS ALLAVENA - Director - independent

• - Olivier ROUSSAT, Director - Chief Executive Officer of BOUYGUES

• - BOUYGUES, Director - represented by Pascal GRANGE

• - SCDM, Director - represented by Charlotte BOUYGUES

Composition of the Audit Committee : Marie PIC-PÂRIS ALLAVENA (Chair), Orla NOONAN and Pascal GRANGE (committee members).

Composition of the Ethics, CSR and Patronage Committee : Catherine DUSSART (Chair), Marie-Aude MOREL and Farida FEKIH (committee members).

Composition of the Selection and Remuneration Committee : Orla NOONAN (Chair), Catherine DUSSART, Sophie LEVEAUX and Olivier ROUSSAT (committee members).