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MarketScreener Homepage  >  Equities  >  Euronext Paris  >  TF1    TFI   FR0000054900

TF1

(TFI)
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TF1 : Notice of meeting published in the Balo (official gazette) of March 1, 2021

03/01/2021 | 01:08pm EDT

TÉLÉVISION FRANÇAISE 1 - TF1

A Société Anonyme (public limited company) with a share capital of €42,078,598.20

Registered office: 1, quai du Point du jour, 92100 Boulogne Billancourt, France

Company Registration No. 326 300 159 Nanterre - APE code: 6020A

NOTICE OF MEETING

The shareholders are invited to attend the Combined Ordinary and Extraordinary General Meeting that will be held on Thursday April 15, 2021 at 9:30 am (Paris time) at 1, quai du Point du jour, 92100 Boulogne Billancourt, France, to consider the following agenda and draft resolutions.

Notice - Covid-19 epidemic

Because of the Covid-19 epidemic, the company may have to alter the arrangements for participating in the General Meeting of 15 April 2021.

Specifically, if the provisions of Order No. 2020-1497 of 2 December 2020 were to be extended or the relevant conditions met, the General Meeting of 15 April 2021 would be held behind closed doors.

You are therefore advised to consult the Annual General Meeting pages on www.groupe-tf1.fr regularly, since they may be updated to give definitive details of the arrangements for participating in the General Meeting in light of public health and/or legal requirements. Given that the Covid-19 virus remains in circulation, and in line with government advice to avoid public gatherings, the Board of Directors urges the utmost caution and recommends that shareholders vote by correspondence or by giving a proxy vote to the Chairman, rather than attending in person.

The company has taken all necessary steps to facilitate remote voting (by correspondence or proxy) so that shareholders can participate in the meeting without being physically present, by using the form provided on www.groupe-tf1.fr under Investors / General Meetings, or online via the VOTACCESS secure platform.

Shareholders wishing to send any requests or documents to the company are strongly recommended to do so by e-mail using the following address: ag2021@tf1.fr.

The Combined General Meeting will be webcast live and a recorded version will be available on the Group's website www.groupe-tf1.fr under Investors / General Meetings

AGENDA

Ordinary General Meeting

  • 1. Approval of the company financial statements for the 2020 financial year.

  • 2. Approval of the consolidated financial statements for the 2020 financial year.

  • 3. Appropriation of earnings, setting of dividend.

  • 4. Approval of the related-party agreements stipulated in Articles L. 225-38 et seq. of the French Commercial Code.

  • 5. Approval of the components of remuneration and benefits paid in or granted for the 2020 financial year to Gilles Pélisson as Chairman and Chief Executive Officer.

  • 6. Approval of the report on remuneration paid in 2020 pursuant to Article L. 22-10-9 I of the French Commercial Code.

7.

Approval of the remuneration policy applicable to Gilles Pélisson, Chairman and Chief Executive Officer.

  • 8. Approval of the remuneration policy for Directors.

  • 9. Renewal of the term of office of Director Laurence Danon Arnaud for a period of three years,

  • 10. Renewal of the term of office of Bouygues director for a period of three years,

  • 11. Renewal of the term of office of SCDM director for a period of three years,

  • 12. Appointment, for a period of three years, as Director representing the employee shareholders of Marie Aude Morel,

  • 13. Authorisation given 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.

Extraordinary General Meeting

  • 14. Authorisation given to the Board of Directors to reduce the share capital by cancelling treasury shares, for an 18-month period.

  • 15. Delegation of authority granted to the Board of Directors to increase the share capital by public offer, while maintaining shareholders' preferential right of subscription, by issuing shares and any securities giving immediate or deferred access to the company's shares, for a 26-month period.

  • 16. Delegation of authority to the Board of Directors to increase the share capital by incorporating premiums, reserves, profits or others, for a 26-month period.

  • 17. Delegation of authority to the Board of Directors to increase the share capital by public offer (other than referred to in Article L. 411-2 of the French Monetary and Financial Code, without shareholders' preferential right of subscription, by issuing shares and any securities giving immediate or deferred access to the company's shares, for a 26-month period

  • 18. Delegation of authority to the Board of Directors to increase the share capital by means of the offer(s) stipulated in Article L. 411-2 1° of the French Monetary and Financial Code, without shareholders' preferential right of subscription, by issuing shares and any securities giving immediate or deferred access to the company's shares, for a 26-month period.

  • 19. Authorisation granted to the Board of Directors to set, according to the terms determined by the General Meeting, the issue price of equity securities without shareholders' preferential right of subscription, for immediate or deferred issue, for a 26-month period.

  • 20. Authorisation granted to the Board of Directors to increase the number of shares to issue in the event of a capital increase with or without shareholders' preferential right of subscription, for a 26-month period.

  • 21. Delegation of authority to the Board of Directors to increase the share capital without shareholders' preferential right of subscription, with a view to remunerating contributions in kind granted to the company and consisting of equity securities or securities giving access to the capital of another company, not as part of a public exchange offer, for a 26-month period.

  • 22. Delegation of authority to the Board of Directors to increase the share capital, without shareholders' preferential right of subscription, to remunerate securities contributed to the company as part of a public exchange offer initiated by the company, for a 26-month period.

  • 23. Overall limitation of financial authorisations.

  • 24. Delegation of authority 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.

  • 25. Amendment to article 10 of the articles of association pursuant to articles L.225-27-1 and L.22-10-7 of the French Commercial Code for the purpose of complying the provisions applicable in terms of appointing a director representing employee

  • 26. Authorisation to carry out formalities.

DRAFT RESOLUTIONS

ORDINARY GENERAL MEETING

FIRST RESOLUTION

(Approval of the company financial statements for the 2020 financial year)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, having acknowledged the management report from the Board of Directors and the Statutory Auditors' report, approves the company financial statements for the 2020 financial year as presented, as well as the transactions reflected in those financial statements and summarised in those reports.

SECOND RESOLUTION

(Approval of the consolidated financial statements for the 2020 financial year)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, having acknowledged the management report from the Board of Directors and the Statutory Auditors' report, approves the consolidated financial statements for the 2020 financial year as presented, as well as the transactions reflected in those financial statements and summarised in those reports.

THIRD RESOLUTION

(Appropriation of earnings, setting of dividend)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, notes that as net loss amounts to €206,544,525.47 and retained earnings to 569,313,205.99, distributable earnings total €362,768,680.52.

On the Board of Directors' recommendation, the Annual General Meeting hereby resolves to:

-

Distribution in cash of a dividend of

94,676,845.95

(i.e. a dividend of €0.45 per share of €0.20 par value)

-

Allocation of the balance to retained earnings of

268,091,834.57

The ex-dividend date on the Euronext Paris market will be 3 May 2021. The dividend will be payable in cash on 5 May 2021 to shareholders of record at the close of business on 4 May 2021.

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

The General Meeting authorises the appropriation to retained earnings of the dividends on the shares that TF1 is authorised to hold as treasury shares, in accordance with Article L.225-210 of the French Commercial Code.

The General Meeting notes that the dividends distributed for the last three financial years were as follows:

2017

2018

2019

Number of shares

209,865,742

209,928,940

210,242,074

Unit dividend

€0.35

€0.40

€0

Total dividend (a) (b)

€73,453,009.70

€83,971,576.00

€0

(a) Dividends actually paid, with deduction where applicable for shares held by TF1 not entitled to distribution.

(b) Dividends eligible for the 40% rebate provided for in Article 158.3.2 of the French General Tax

Code.

FOURTH RESOLUTION

(Approval of the related-party agreements stipulated in Articles L. 225-38 et seq. of the French Commercial Code)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, having acknowledged the Statutory Auditors' special report on the agreements covered by Articles L. 225-38 et seq. of the French Commercial Code, approves the related-party agreements described in this report and not yet approved by the General Meeting.

FIFTH RESOLUTION

(Approval of the components of remuneration and benefits paid in or granted for the 2020 financial year to Gilles Pélisson as Chairman and Chief Executive Officer)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, having reviewed the corporate governance report, approves the fixed, variable and exceptional items making up the total remuneration and benefits of any kind paid during the course of or allocated for the financial year ended on 31 December 2020 to Gilles Pélisson as Chairman and Chief Executive Officer, as presented in Section 3.4 of the 2020 Universal Registration Document.

SIXTH RESOLUTION

(Approval of the report on remuneration paid in 2020 pursuant to Article L. 22-10-9 I of the French Commercial Code)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, in accordance with Article L. 22-10-34 I of the French Commercial Code, having acknowledged the corporate governance report, approves the information published pursuant to Article L. 22-10-9 I of the French Commercial Code, as presented in Section 3.4 of the 2020 Universal Registration Document.

SEVENTH RESOLUTION

(Approval of the remuneration policy applicable to Gilles Pélisson, Chairman and Chief Executive Officer)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, in accordance with Article L. 22-10-8 II of the French Commercial Code, having acknowledged the corporate governance report, approves the remuneration policy for Gilles Pélisson as Chairman and Chief Executive Officer, described in Section 3.5 of the 2020 Universal Registration Document.

EIGHTH RESOLUTION

(Approval of the remuneration policy for Directors)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, in accordance with Article L. 22-10-8 II of the French Commercial Code, having acknowledged the corporate governance report, approves the remuneration policy for Directors, described in Section 3.5 of the 2020 Universal Registration Document.

NINTH RESOLUTION

(Renewal of the term of office of Director Laurence Danon Arnaud for a period of three years)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, reappoints Laurence Danon Arnaud as Director for a three-year term of office expiring at the end of the Ordinary General Meeting called to approve the financial statements for the 2023 financial year.

TENTH RESOLUTION

(Renewal of the term of office of Bouygues director for a period of three years)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, reappoints Bouygues as Director for a three-year term of office expiring at the end of the Ordinary General Meeting called to approve the financial statements for the 2023 financial year.

ELEVENTH RESOLUTION

(Renewal of the term of office of SCDM director for a period of three years)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, reappoints SCDM as Director for a three-year term of office expiring at the end of the Ordinary General Meeting called to approve the financial statements for the 2023 financial year.

TWELFTH RESOLUTION

(Appointment, for a period of three years, as Director representing the employee shareholders of Marie Aude Morel)

The General Meeting, ruling in compliance with the quorum and majority rules required for Ordinary General Meetings, appoints as Director representing the employee shareholders, for a term of three years, Marie Aude Morel.

The term of office of Marie Aude Morel will end at the end of the Ordinary General Meeting called to approve the financial statements for the 2023 financial year.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

TF1 - Television Francaise 1 SA published this content on 01 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2021 18:07:00 UTC.


© Publicnow 2021
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Sales 2021 2 223 M 2 647 M 2 647 M
Net income 2021 139 M 165 M 165 M
Net cash 2021 34,5 M 41,1 M 41,1 M
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Nbr of Employees 3 206
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Technical analysis trends TF1
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 14
Average target price 8,40 €
Last Close Price 8,25 €
Spread / Highest target 52,7%
Spread / Average Target 1,82%
Spread / Lowest Target -67,3%
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NameTitle
G. Christian Gérard Pélisson Chairman & Chief Executive Officer
Philippe Denery Executive Vice President-Finance & Procurement
Sébastien Frapier Secretary, Director-Legal & Business Affairs
Laurence Danon-Arnaud Independent Director
Catherine Dussart Independent Director
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