TÉLÉVISION FRANÇAISE 1

Société Anonyme (public limited company)

with share capital of €42,078,598,20

Registered Office: 1, quai du Point du Jour

92100 BOULOGNE BILLANCOURT Registration No. 326 300 159 NANTERRE

CONVENING NOTICECOMBINED ANNUAL GENERAL MEETING

Thursday, 15 April 2021 at 9:30 A.M.

At : 1, quai du Point du Jour 92100 Boulogne Billancourt

The General Meeting will be held behind closed doors

Consult the websitewww.groupe-tf1.fr- section General Meeting

Message from the Chairman and CEO 2

The Group and its environment 3

Five-year financial summary 10

Governance 11

Information concerning the renewal of term of office of

Directors or the appointment of a new Director 16

Remuneration of corporate officers 20

General Meeting 37

Agenda 37

Report of the Board of Directors on the resolutions 38

Presentation of the draft resolutions and

statement of the reasons for the resolutions 45

Description of the new share buyback program 57

Financial authorizations 58

Taking part in the Combined Annual General Meeting 59

Request for documents and information 62

This free English translation is provided for convenience purposes only and has no legal value.

All times are Central European Times (CET).

MESSAGE FROM OUR CHAIRMAN & CEO

DEAR SHAREHOLDERS,

2020 saw an unprecedented health crisis, the violent impact of which has profoundly transformed our daily lives and affected all of us, both in our professional and personal capacities.

I want to pay tribute to all the TF1 employees who have gone on doing their jobs under difficult conditions, or remotely, to keep our businesses running. They have shown great professionalism and commitment, despite the uncertain times. My thoughts are also with those who have been directly affected by the pandemic. Protecting the health of our staff and stakeholders has been our priority throughout the year.

The TF1 group has responded to the crisis by adapting and by accelerating its transformation. Our adaptability has been particularly evident in our core business: broadcasting our five free-to-air TV channels. By achieving programme cost savings of more than 150 million euros, we have been able to absorb more than 90% of the loss of revenue from this division.

However this flexibility has never been achieved at the expense of programme quality or attending to our audiences. We confirmed our status as a modern media group, creating the bonds that bring French people together aroundmajor news events (a particular feature of 2020), the new daily soap Ici tout commence, successful French drama like Pourquoi je vis, and the launch of new seasons of the flagship entertainment programme Koh Lanta.

Our ambition in content hasn't diminished: quite the reverse. Throughout the year we have stayed as close as we could to the French people: informing them, entertaining them, supporting them and accompanying them, and always bold and creative.

Nearly 50 million viewers watched the Group's channels every week, 4 million more than in 2019. Maintaining our shares of commercial target audiences at high levels(1) continues to bolster our position as market leader.

In our pivot to "Total Video", the MYTF1 platform allows for non-linear consumption of content, offering each viewer a personalised user experience. This year more than 2 billion videos were viewed, 10% more than in 2019.

In 2020, the Broadcasting division also accelerated its transformation. The renewal of the distribution agreement with Orange has enabled us to continue a partnership that creates value, with new services for customers. The launch of the Salto(2) platform completes our Total Video offer, responding to public demand as ways of consuming content evolve.

As regards content monetisation, ongoing work at the TF1 Publicité ad airtime sales house will enable us to expand our offer to our major long-standing clients while increasing our client base to take in new advertisers. From 2021 onwards, TF1 Publicité will gain added heft as the government decree allowing segmented advertising enables us to combine the power of television with the trump card of targeting.

2020 was also the year when Newen continued its expansion. Despite the halt to shooting in April until mid-May, the studios were quickly able to adapt to social distancing rules and resume operations. Our presence abroad was reinforced by the development of Ringside Studio in the United Kingdom. The order book has now reached more than 1,600 hours and Newen has

ever more international clients, offering attractive growth opportunities for our studios.

  • (1) 29.9% of 25-49 year-olds, up 0.5 of a point on 2019.

    Crédit : TF1/Christophe Chevalin

    The Unify division continued its restructuring, designed to beef up the growth potential of high-powered brands like Marmiton, aufeminin, Doctissimo and Les Numériques. The Covid crisis has delayed the restructuring, which began at the end of 2019. Nevertheless we have every confidence in the outlook for the division, given higher audience figures for those sites, the resilience of our e-commerce offer, and the attractiveness of our services to advertisers.

    We are conscious of our impact on the public generally. That's why, through our content and more generally through what we do every day, we aim to positively inspire society.

    As regards social and environmental responsibility, we are engaged on six major projects: reducing the carbon footprint of our operations, developing content that is in phase with the ecological transition, responsible advertising, gender equality, inclusion, and solidarity. In 2020, our engagement and achievements were recognised by several non-financial ratings agencies. For the second year running, the TF1 group was ranked no.5 in the Dow Jones Sustainability Index. This rewards the engagement of the Group and its employees on important topics. I congratulate them and thank them for that engagement.

    I am convinced that in 2021, in the continuing uncertainty around the future of the pandemic, teams from each of the Group's businesses will be just as responsive as they were in 2020. Our adaptability and ability to innovate, added to our presence at every point in the media value chain and the crystallisation of growth opportunities - especially in production and digital - will be the hallmarks of this new year.

    Boulogne, 9 March 2021

    Gilles C. PÉLISSON

    Chairman and CEO of the TF1 group

  • (2) Subscription video on demand platform, a joint venture of the TF1, M6 and France Télévisions groups.

2

THE GROUP AND ITS ENVIRONMENT

ORGANISATION AND ACTIVITIES

*

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 whose five business segments are organised into three sectors of activity: Construction,Telecoms and Media.

* Owned 50% by TF1 and 50% by M6.

3

+ - +0

%

) *,#+*

The results below are presented using the segmental reporting structure as presented in Note 4 "Operating segments" to the consolidated financial statements, and in accordance with IFRS 16 (applicable from 1 January 2019).

+

)&,'

These key figures are extracted from TF1 group consolidated financial data.

&%*&#

(€ million)

Revenue

+

,) *

2020

2019(1)

2,081.7

2,337.3

Group advertising revenue

1,483.3

1,651.1

Revenue from other activities

598.4

686.2

Current operating profit/(loss)

190.1

255.1

Operating profit/(loss)

115.1(2)

255.1

Net profit/(loss) from continuing operations

55.3

154.8

Operating cash flow before cost of net debt, income from net surplus cash, interest expenses on lease

obligations and income tax paid

372.9

416.6

Basic earnings per share from continuing operations (€)

0.26

0.74

Diluted earnings per share from continuing operations (€)

0.26

0.74

Shareholders' equity attributable to the Group

1,596.6

1,562.4

Net debt of continuing operations

(0.7)

(126.3)

(1)

2019 figures have been adjusted. See note 4.1 to the TF1 consolidated financial statements (section 6.2).

(2) Operating profit for FY 2020 includes the impact of the €75 million write-down of Unify assets. See our press release of 23 December 2020:https://groupe-tf1.fr/en/press-release/unify-goodwill-write-down-no-impact-group-s-cash-position.

Consolidated revenue of the TF1 group for 2020 was €2,081.7 million, a decrease of €255.6 million, in a year when all of the Group's operations were impacted by the COVID-19 crisis.

Group advertising revenue was €1,483.3 million, down 10.2% year-on-year. After a first half that was hit by the effects of the crisis, the fourth quarter saw advertising revenue rise by €22.6 million (+4.5%) versus the comparable period of 2019.

Revenue from the Group's other activities amounted to €598.4 million, down €87.8 million, due mainly to the suspension of shooting in April and May and to the cancellation or postponement of live shows, concert tours and cinema releases.

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TF1 - Television Francaise 1 SA published this content on 25 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2021 16:52:09 UTC.