TF1 : BOARD OF DIRECTORS' REPORT ON THE RESOLUTIONS

COMBINED ANNUAL GENERAL MEETING OF 15 APRIL 2021

) '&)+ & + & ) &% + ) *&#,+ &%*

&

)

+&)*

&) % )0 ,* % **

) *&#,+ &%*	%	M '')&- #
& +	% %	# *+ + $ %+*

*, ! + % ',)'&*

We propose that you approve the individual and consolidated financial statements for the financial year 2020.

The activities of TF1 and its Group during the past financial year, their situation and the results of the activities are presented in chapters 1 and 5; the individual and consolidated financial statements are included in chapter 6. Your Statutory Auditors will present their reports on the 2020 financial statements. These reports are included in chapters 3. All of this documentation is also available on the website groupe-tf1.fr/

) *&#,+ &% ')& +* &) + % * ++ % +MU ' ) * )

+&' % ',)'&*

'')&') + &% & % % # 0 $&,%+ & +

)

-%

We propose, after noting the existence of a distributable profit of €362,768,680.52, taking into account the net loss for the financial year of €206,544,525.47 and the retained earnings of €569,313,205.99, to decide the following allocation and distribution:

■ distribution in cash of a dividend of €94,676,845.95 (a dividend of €0.45 per share of €0.20 nominal value), on the basis of the 210,392,991 shares outstanding at 31 December 2020;

■

appropriation of the balance in retained earnings €268,091,834.57.

The dividend will be paid on 5 May 2021. The dividend ex-date will take place on 3 May 2021 and the closing date for positions will be set on 4 May 2021 in the evening.

The entire dividend is eligible, upon option, for the 40% rebate mentioned in Section 3-2, Article 158 of the French General Tax Code.

In accordance with Article 243 bis of the French General Tax Code, the amount of dividends distributed in respect of the three previous financial years is indicated below in the third resolution.

We remind you that the unit amount of the dividends per share for the financial years 2017 and 2018 were respectively €0.35 and €0.40. No dividends were paid in respect of the 2019 financial year.

) *&#,+ &% M '')&- # & ) # + ' )+0 +) %* + &%* *, ! + % ',)'&*

We propose that you approve the so-called related-party agreements entered into during the financial year 2020 between TF1 and one of its corporate officers (executive, director), a company in which a TF1 corporate officer also holds an office or a shareholder holding a fraction of the voting rights greater than 10% or, in the case of a shareholding company, the controlling company.

This approval fits within the framework of the special procedure for related-party agreements, the purpose of which is to prevent any conflicts of interest.

In accordance with the law, these agreements were subject to prior authorisation by the Board of Directors, since the directors concerned neither attended nor took part in the vote.

The Statutory Auditors' special report on related-party agreements is presented in Section 3.3. The agreements mentioned in this special report and already approved by previous General Meetings are not resubmitted to the vote of the General Meeting.

The Board of Directors has authorised the renewal, for the year 2020, of the related-party agreements described below; as in previous years, we ask you to approve these agreements.

@CA@C2E6 *6CG:46D 8C66>6?E H:E9 @FJ8F6D

?E6C6DE

This agreement, a common feature of corporate groups, allows TF1 to benefit from the services, expertise and coordination that Bouygues makes available to the different companies within its group, in different areas such as management, human resources, finance, communications, sustainable development, corporate sponsorship, new technologies, insurance, legal counsel, innovation consulting and others.

Each year, TF1 enters into this agreement to enjoy access to this expertise and services.

FE9@C:D2E:@? 2?5 7:?2?4:2= 4@?5:E:@?D

In its meeting held on 15 December 2020, the TF1 Board of Directors authorised the renewal of this agreement for one year beginning on 1 January 2021.

This agreement is based on rules of allocation and invoicing of the shared service costs, including specific services invoiced to TF1 under normal business terms (market price), and payment of residual shared costs reinvoiced to TF1, according to allocation keys, and limited to a percentage of TF1's revenue. Invoicing of the shared costs is subject to a 10% margin for high-added-value services and 5% for low-added-value services.

In 2020, Bouygues invoiced TF1 a total of €3.0 million, equivalent to 0.14% of the TF1 group's total revenue (compared with €3.5 million in 2019, or 0.15% of consolidated revenue).

+@A:4 Expertise

Bouygues provides TF1 with services and expertise in several areas such as management, human resources, finance, communications, sustainable development, corporate sponsorship, new technologies, insurance, auditing, legal counsel, and innovation consulting.

Depending on its needs and in accordance with the agreement authorised annually by the Board of Directors, TF1 makes use of these services by requesting them from the experts at any time throughout the year as questions, issues or discussions arise.

Facilitation of the corporate functions

In addition to the advice and assistance provided, the joint services provide leadership for all of the Group's business lines, including by organising meetings between professionals to promote exchanges, technical discussions or take ownership of changes to regulations.

Examples of these types of services in 2020 included:

■ Human Relations: Bouygues SA provided the HR Department of the TF1 group with its services and expertise in the following areas: HR development and training, legal affairs, remuneration policy and employee benefits, HRIS and CSR. In this context, Bouygues SA leads many expert committees ("Mobility", "Training", "Employee Data", "HRIS", "Remuneration & Benefits", "Employee Relations", "Academic Relations", "Diversity/CSR" and others), for the purposes of coordinating HR initiatives, ensuring legal and regulatory monitoring and sharing expertise and best practice in all of these areas. These committees meet several times per year. The following events and functional seminars are included in these common service fees:

• − in 2020, several TF1 group executives took part in training sessions at the Bouygues Management Institute, a training institute for Bouygues group management methods and values,

• − each year, the Legal Affairs Department of Bouygues holds a training session as part of the "legal affairs refresher course" for TF1's HR Directors and Managers. HR executives also receive coaching during the "Vaugouard" HR induction seminars,

• − bouygues SA also endeavours to integrate new hires by means of the "Bouygues group Welcome Days",

• − lastly, the Bouygues group meets every year, when circumstances permit, for a forum to promote internal mobility, called "Opportunity";

■ Internal control: the TF1 group receives support from Bouygues concerning internal control and risk management tools and methodologies, including:

− during 2020, the Risk Managers of the Bouygues group's various businesses met several times to work on the internal control tool that was implemented at TF1 in 2019 and the upgrades of the version installed in 2020 before the internal control campaign,

− meetings were organised and led by Bouygues so that representatives of the businesses could:

• • share knowledge of external benchmarks in relation to internal control and risk mapping to assess Group methods and compare these with other companies' practices,

• • share information on regulatory changes, particularly in relation to the French law on the duty of diligence and the Sapin II Act, − in addition, a half-day training module on internal control is provided each year by the head of internal control of Bouygues SA with the auditors of each of the Group's business lines. The topics covered concern the objectives of internal control, the methodology, the principles and the regulatory framework;

• ■ Corporate Social Responsibility (CSR): the TF1 group's CSR Director relies on the initiatives put in place by the Bouygues group's Sustainable Development Department. She also draws on the expertise developed by the Bouygues group in this area, notably in the development of relevant monitoring indicators and with regard to the relationship with non-financial ratings agencies and other stakeholders;

• ■ The Technology Division of TF1 group benefits from numerous synergies with the corresponding divisions of other Bouygues group subsidiaries, thanks to "cross-functional coordination" provided by Bouygues SA. Such functional leadership takes the following form:

  • − a Strategy Committee that is dedicated to sharing feedback on the methods and technology adopted in the various entities,

  • − a Group IT Security Committee which brings together the cybersecurity teams of each entity to enable the sharing of best practices, the exchange of information in real time (particularly in the event of a virus attack), and the selection and implementation of common solutions,

  • − a purchasing working group, which steers negotiations of Group contracts with the major global technology suppliers,

  • − a Careers Committee, which periodically examines mobility opportunities among entities in the group of IT experts,

  • − a community of employees who, under the "Bytech" brand, ensures the function's external visibility for the purposes of attracting and recruiting people with backgrounds in IT and digital technology;

• ■ The Accounting Department of TF1 group also benefited from the establishment, in 2020, of a working group initiated by Bouygues on the new European regulations European Single Electronic Format(1). This working group enabled the identification of relevant transcription tools and the sharing of expertise between teams, as well as the definition of a common framework, allowing the TF1 group to publish financial statements in XHTML format as of the 2020 financial year.

(1) This regulation calls for all companies listed within the European Union to present their annual financial reports in a harmonised electronic format - xHTML.

In addition, in the context of the COVID-19 crisis, the Bouygues group provided support to the TF1 group, in particular by enabling the rapid supply of surgical masks to staff essential to the continuity of the activities of the channels.

Lastly, in 2020, the Bouygues group, as a major shareholder, regularly offered its support, both formally and/or informally, with operational issues, particularly in the areas of legal and finance.

'2CE:6D 4@?46C?65 ■ Charlotte Bouygues, permanent representative of SCDM, Olivier

Bouygues, Pascal Grangé, permanent representative of Bouygues, and Olivier Roussat.

■

Bouygues is a shareholder.

Reinvoicing of the supplementary pension granted to Gilles Pélisson, Chairman and Chief Executive Officer

TF1 and Bouygues signed the renewal of the re-invoicing agreements for the financial years 2020 and 2021, from 1 January 2020 to 31 December 2021, for the re-invoicing by Bouygues of the share of the premiums paid to the insurance company by Bouygues for the benefit of Gilles Pélisson, in respect of the supplementary pension contribution with defined benefits and acquired rights governed by Article L. 137-11-2 of the French Social Security Code.

This agreement allows TF1 to grant its Chief Executive Officer the benefit of a supplementary pension and to benefit from negotiations carried out on a shared basis within the Bouygues group, between Bouygues and the executives of its various business lines, Bouygues having signed a contract outsourcing the management of the executive supplementary pension plan with an insurance company on terms consistent with market practices.

Bouygues re-invoices TF1 the share of the premiums paid to the insurance company for its Chief Executive Officer.

In respect of the 2020 financial year, Bouygues reinvoiced €274,483 excluding VAT, but including the tax paid to URSSAF (social security body).

The authorisation for the re-invoicing of this agreement for the 2021 financial year had no financial impact on 2020. However, it will have an effect on the 2021 financial year.

'2CE:6D 4@?46C?65 ■ Charlotte Bouygues, permanent representative of SCDM, Olivier

Bouygues, Pascal Grangé, permanent representative of Bouygues, and Olivier Roussat. Gilles Pélisson.

■

Bouygues is a shareholder.

For the use of aircraft held by AirBy

This agreement gives TF1 the possibility of contacting AirBy, which is indirectly owned by Bouygues and SCDM, and the operator of a Global 6000 aircraft, or, failing that, an equivalent aircraft including the plane itself and all flight-related costs, for a period of one year from 1 January 2021.

No amount was invoiced in 2020. TF1 has not used this facility since 2009.

'2CE:6D 4@?46C?65

■ Charlotte Bouygues, permanent representative of SCDM, Olivier

Bouygues, Pascal Grangé, permanent representative of Bouygues, and Olivier Roussat.

■ Bouygues is a partner.

) *&#,+ &%* % M '')&- # &

) $,% ) + &% & &)'&) + & L* 0 &% ' 0 / '&*+N

*, ! + % ',)'&*

)*

The 2020 universal registration document features, in Section 3.4, the required information on remuneration paid or granted to corporate officers (Chairman and Chief Executive Officer and Directors) for the 2020 financial year.

In the 5th resolution, we invite you to approve the fixed, variable and exceptional components of the total remuneration and benefits in-kind paid or granted for the year ended 31 December 2020 to Gilles Pélisson as Chairman and Chief Executive Officer.

In the 6th resolution, we invite you to approve all of the information on 2020 remuneration.

) *&#,+ &%* % M '')&- # & + ) $,% ) + &% '&# 0 &) &)'&) + & )* L* 0 &% ' 0 / %+ N

The remuneration of corporate officers is rightly the focus of growing attention from shareholders and investors and recent regulations have increased the requirements for transparency over such remuneration as well as the powers of the General Meeting.

The principles for compensating corporate officers detailed in Section 3.5 and the draft resolutions that we invite you to approve have factored in these changes.

In the 7th resolution, you are asked to approve the remuneration policy, the principles and criteria for determining, distributing and granting the fixed, variable, and exceptional components of the total remuneration and the benefits in-kind attributable to Gilles Pélisson in relation to his term of office as Chairman and Chief Executive Officer.

In the 8th resolution, we propose that you approve the remuneration policy for directors.

This policy has been passed by the Board of Directors, based on proposals from the Nominating and Remuneration Committee. It contributes to the company's sustainability and fits into its business strategy.

) *&#,+ &%* ) +&)*

+&

*, ! + % ',)'&*

M + )$* & &

&

In the 9th, 10th and 11th resolutions, we submit for your approval the renewal, for three years, of the terms of office of Laurence Danon Arnaud, of Bouygues represented by Pascal Grangé and of SCDM represented by Charlotte Bouygues, which expire at the end of the General Meeting of 15 April 2021.

As is the case every year, the Board considered the desirable balance between its composition and that of its committees, particularly in terms of diversity (balanced representation of women and men, ages, qualifications and professional experience).

The Board of Directors seeks to improve the standard and effectiveness of corporate governance at TF1 by regularly reviewing its composition and diversity, together with the Directors' competencies, experience, commitment, motivation and accountability. Other issues assessed include the proportion of independent Directors and gender balance, and adopting the Board practices that are best suited to the company.

At its meeting held on 10 February 2021, the Board of Directors reviewed the terms of office of Directors that were expiring at the next General Meeting, taking into account its composition, organisation and functioning with regard to the rules of governance set forth in the Articles of Association, the Internal Procedures and the recommendations of the AMF, the High Committee for Corporate Governance, the AFEP/MEDEF Corporate Governance Code and market practices, as well as the expertise of current directors, their availability and their involvement and the need to maintain the same level of independent Directors and women.

The Board paid particular attention to the experience and knowledge of the Group's businesses that each Director needs in order to contribute effectively to the work of the Board and its three committees.

Overall, the Board of Directors has sought to maintain a balanced membership that can address the challenges facing the Group.

The Board of Directors first obtained the opinion of the Nominating and Remuneration Committee, which reviewed the offices held with regard to the independence criteria defined by the AFEP/MEDEF Code.

Director CVs are presented in Section 3.1.3.

The latest composition of the Board of Directors can be viewed at any time on the corporate website:https://www.groupe-tf1.fr/en/investors/governance/board-directors.

)62AA@:?E>6?E @7 E9C66 :C64E@CD

Your Board of Directors has previously obtained the opinion of the Nominating Committee, which has decided that these three Directors, Laurence Danon Arnaud, the Bouygues company represented by Pascal Grangé and the company SCDM represented by Charlotte Bouygues, contribute to the Board's work and that of its Committees their experience, and their ability to understand the challenges and risks of the TF1 group's business lines.

In addition, it concluded that Laurence Danon Arnaud would continue in 2021 to have no business relationship with the TF1 group and that she would continue to discharge her duties as an independent Director with regard to all the criteria defined by the AFEP/MEDEF Code.

A Director of TF1 since July 2010 and Chair of the Audit Committee since April 2013, Laurence Danon Arnaud, a French businesswoman, also shares her widely recognised expertise in finance and accounting with the Board.

Charlotte Bouygues, currently e-Commerce Director of Aufeminin, and Pascal Grangé Deputy Chief Financial Officer of the Bouygues group, who joined the Board of Directors in the first half of 2020, bring their knowledge and experience in France and internationally in the fields of the media, the audiovisual environment and the industrial world to the Board. Pascal Grangé, member of the Audit Committee as of 14 February 2020, also provides the Board with the benefit of his recognised expertise and experience in financial and accounting matters.

If their terms of office are renewed, Bouygues and SCDM have announced their intention to retain their permanent representatives on the TF1 Board of Directors.

The Board of Directors, in accordance with the recommendations of the Nominating Committee, considers that these directors fully participate in the Board's work; their contribution is particularly appreciated and their knowledge of the media and the French audiovisual environment informs the work of the Board.

In 2020, the attendance rate of these three directors was 100% at the meetings of the Board of Directors and the Committees on which they sit.

The Board of Directors, acting on the recommendation of the Nominating and Remuneration Committee, is asking the shareholders to approve the reappointment of these Directors for a further three-year term of office expiring at the end of the General Meeting held in 2024 to approve the 2023 financial statements.

The vote to renew their terms of office would reinforce the expertise of the Board and maintain the 44% independence (vs 33.3% expected in controlled companies) and the 56% women on the Board (the Directors representing the staff and the Director representing the employee shareholders to be appointed at the Annual General Meeting are not taken into account in this calculation of these percentages).

AA@:?E>6?E @7 E96 :C64E@C C6AC6D6?E:?8 6>A=@J66 D92C69@=56CD

TF1 had no obligation to arrange for the election of directors representing employee shareholders pursuant to Article L. 225-23 of the French Commercial Code prior to the publication of Law 2019-486 of 22 May 2019 on the business growth and transformation action plan (the "Pact" Law), which removed the exemption that applied to TF1.

In accordance with section II of Article 186 of the Pact Law, the Board of Directors presented to the General Meeting of 17 April 2020, the amendment to the Articles of Association of TF1 necessary for the election of the Director representing employee shareholders. The amendment to the Articles of Association was adopted by 100% (18th resolution). Her appointment is submitted to the vote of the General Meeting of 15 April 2021 (12th resolution).

The Nominating and Remuneration Committee, as well as the Board of Directors, took note of the appointment of the candidate by the Supervisory Board of the mutual fund TF1 Actions.

FCC:4F=F> G:E26 @7 $2C:6 F56 $@C6=

Date of birth: 12/02/1972

Nationality: French