TF1 : Remuneration of corporate officers in respect of 2020

DISCLOSURES ON REMUNERATION OFFICERS IN RESPECT OF 2020

OFCORPORATE

Report on remuneration prepared in accordance with Article L. 22-10-9 of the French Commercial Code.

This chapter contains the reports required by the French Commercial Code and the tables recommended in:

• • the AFEP/MEDEF Code of Corporate Governance as revised in January 2020, application of which is overseen by the High

  Committee on Corporate Governance;

• • the AMF Recommendation of 22 December 2008 as amended on 24 November 2020, on disclosures on the remuneration of corporate officers to be included in registration documents.

1.1.

REMUNERATION OF THE EXECUTIVE OFFICER

PRINCIPLES AND RULES FOR DETERMINING THE REMUNERATION OF THE EXECUTIVE OFFICER

General preliminary remarks

• • The Executive Officer holds an employment contract with Bouygues SA.

• • The Board of Directors has not granted the Executive Officer any entitlement to compensation for assumption, cessation or change of office, or for any non-competition undertaking in the event that he leaves the company.

• • He has not been granted any deferred annual variable remuneration or multi-year variable remuneration.

• • The total remuneration of the Executive Officer takes into account the existence of a capped supplementary pension.

• • Other than his remuneration as a corporate officer (see Table 2 below), he is not paid any remuneration by any subsidiary of the

  Bouygues group or of the TF1 group.

Role of the Board of Directors

The Board of Directors determines the criteria for awarding the variable portion of remuneration, and the overall amount of remuneration, to be paid to the Executive Officer of TF1. Before doing so, the Board consults the Selection and Remuneration Committee, which takes into account AFEP/MEDEF recommendations on the remuneration of executive officers of listed companies.

The remuneration determined by the Board of Directors is in the general interests of the company. Three factors are taken into account, which serve to maintain a link between the TF1 group's performance and the Executive Officer's remuneration:

• • the Group's performance: the Board took the view that the remuneration should be commensurate with the work done and outcomes achieved in a highly complex economic, regulatory and competitive environment;

• • stock market performance: the remuneration was considered in light of the company's performance on the stock market, in particular trends in its average share price;

• • sector and intra-group comparisons: the remuneration is benchmarked against that awarded to other media sector executives in France and the rest of Europe, and is based on rules that are applied consistently across the Bouygues group's business lines.

This remuneration and the associated social security charges are paid to the Executive Officer by Bouygues (which employs him) and then re-invoiced to TF1. Each year, the TF1 Board of Directors authorises the re-invoicing of this remuneration.

FIXED REMUNERATION

The Executive Officer's fixed remuneration is reviewed annually by the TF1 Board of Directors, in accordance with Article L. 22-10-17 of the French Commercial Code, after taking advice from the Selection and Remuneration Committee. Fixed remuneration is determined in line with the general interests of the company, and takes into account the following factors:

• • the level and difficulty of the Executive Officer's responsibilities;

• • his experience in the post;

• • his length of service with the Group;

• • practices followed by the Group or by companies carrying on comparable businesses.

For 2020, Gilles Pélisson's fixed remuneration was set at €920,000.

BENEFITS IN KIND

Benefits in kind consist of the use of a company car and the part-time assignment of a personal assistant and a chauffeur/bodyguard for the personal needs of the Executive Officer.

Those benefits have been valued at €6,220 for the Executive Officer (Gilles Pélisson).

VARIABLE REMUNERATION

General policy on variable remuneration

The criteria for determining variable remuneration are set by the Board in light of AFEP/MEDEF recommendations. Working with the

Selection and Remuneration Committee, the Board ensures that the Executive Officer's variable remuneration is consistent with the company's performance goals, such that it is consistent with the corporate interest and with the medium/long-term commercial strategy.

The variable component is an integral part of the Executive Officer's remuneration.

General description of the method used to determine the Executive Officer's variable remuneration

An objective is defined for each criterion.

Those objectives are precisely defined, but are not disclosed for confidentiality reasons.

When an objective is attained, a variable portion corresponding to a percentage of fixed remuneration is awarded. If all four objectives are attained, the sum total of the four variable portions equals the overall cap of 150%, which the variable remuneration of the Executive Officer cannot usually exceed.

In light of the exceptional circumstances around the Covid-19 pandemic, the Board of Directors - after taking advice from the Selection and Remuneration Committee - decided on a one-off basis to scale down the cap on the variable remuneration of the Executive Officer (Gilles Pélisson) in respect of the 2020 financial year by one-third, from 150% to 100% of his fixed remuneration.

If an objective is exceeded or not attained, the variable portion is adjusted on a straight line basis within a specified range: the variable portion is subject to an upper limit, and is reduced to zero below a specified threshold. The sum total of the four variable portions calculated on this basis cannot under any circumstances exceed the overall cap, which for the Executive Officer is set at 100% of his fixed remuneration.

No deferred annual or multi-year variable remuneration is awarded to the Executive Officer.

The five criteria used to determine the variable portion

On the advice of the Selection and Remuneration Committee, since 2010 the Board has attached greater weight to qualitative criteria in the case of the Executive Officer, on the grounds that his performance must be measured by more than just financial results.

The Executive Officer's gross variable remuneration for 2020 is based on the performances of the TF1 and Bouygues groups, measured by reference to significant economic indicators that are stable and relevant over the long term:

• • Quantitative:

  • - Criterion P1: variance relative to the 2020 business plan of free cash flow1 generated by Bouygues during the year (25% of fixed remuneration when the objective is met; captures the financial performances of the entire Bouygues group).

  • - Criterion P2: variance relative to the 2020 business plan of free cash flow1 generated by TF1 during the year (15% of fixed remuneration when the objective is met; captures the financial performances of the TF1 group).

  • - Criterion P3: variance relative to the 2020 business plan of TF1 group current operating margin generated during the year

    (35% of fixed remuneration when the objective is met; gives the Executive Officer an incentive to improve the financial performances of the TF1 group).

  • - Criterion P4: variance relative to the 2020 business plan of TF1 group consolidated net profit2 generated during the year (35% of fixed remuneration when the objective is met; rewards the Executive Officer for meeting budget commitments, and captures year-on-year growth performance). If TF1 group consolidated net profit as specified in the business plan is 20% or more below that of the previous year (2019), P4 is capped at 25%.

• • Qualitative:

-

Criterion P5 (weighted 40%): this criterion comprises three qualitative sub-criteria:

• o Compliance (commitment to developing compliance programmes and implementing the Sapin 2 law): weighted 10%.

• o Corporate social responsibility (increasing the proportion of women on the Management Committee and TF1 retaining its place in at least two extra-financial ratings indices): weighted 20%.

• o Managerial performance: weighted 20%.

• 1 Free cash flow after changes in working capital relating to operating activities and to non-current assets used in operations. This indicator is adjusted to eliminate exceptional items.

• 2 This indicator will be adjusted to eliminate exceptional items.

A corporate social responsibility criterion has been included in the qualitative criteria since 2014. That criterion is being applied again in 2020, and requires that TF1 retain its place in two extra-financial indices. During 2020, the TF1 group did indeed retain its place in two extra-financial indices: DJSI and Gaïa.

The Selection and Compensation Committee also plans to set an objective for reducing CO² emission from 2021 onwards; between now and then, the Committee will work on defining how to measure the Group's CO² emissions.

The table below summarises the method used to determine annual variable remuneration:

Method used to determine variable remunerationTheoretical annual variable remuneration if performance objective metTheoretical maximum annual variable remuneration if performance objective exceededAnnual variable remuneration awarded based on 2020 performance

Objective

(% of FR)

(% of FR)

(% of FR)

P1

Variance vs. plan: Bouygues free cash flow

25%

30%

30%

25%

P2

Variance vs. plan: TF1 free cash flow

15%

25%P3

Variance vs. plan: TF1 current operating margin

35%

45%

0%P4

Variance vs. plan: TF1 consolidated net profit excluding exceptional items

35%

60%

0%

P5

40%

Total = 150% of FR Scaled down to 100%

Total = 200% of FR, scaled down to 100%

Cap

100%

100%

100%

FR: fixed remuneration

Overall cap

For 2020, the overall cap for variable remuneration has been scaled down to 100% of fixed remuneration.

The variable remuneration awarded to Gilles Pélisson (Executive Officer since 19 February 2016) for 2020 was €874,000 or 95% of his fixed remuneration.

The variable remuneration paid to the Executive Officer (Gilles Pélisson) in previous years was:

• • 2018: 150% of his fixed remuneration.

• • 2019: 121% of his fixed remuneration.

The Selection and Remuneration Committee has also decided that if none of the P2, P3 or P4 components were to be payable, the total amount of the P1 and P5 components would be capped at 70% of fixed remuneration.

Conditions for payment

In accordance with Article L. 22-10-34 of the French Commercial Code, payment of the variable remuneration due in respect of the 2020 financial year is subject to approval by the Annual General Meeting called in 2021 to approve the 2020 financial statements. The variable remuneration is paid once it has been approved by the Annual General Meeting.

There is no further deferral period.

EXCEPTIONAL REMUNERATION

In exceptional circumstances, the Board of Directors reserves the right, after taking advice from the Selection and Remuneration Committee, to award an exceptional bonus.

This year, the Board of Directors - acting on a recommendation from the Selection and Remuneration Committee - has decided that the remuneration of the Executive Officer for the 2020 financial year should take account of the quality of his handling of the Covid-19 crisis. That exceptional remuneration was assessed according to the attainment of the following objectives:

• • Cut in cost of programmes of more than 10% relative to the previous year.

• • Cost reductions equivalent to at least 45% of the decrease in revenue.

• • Leadership and management in the Covid-19 crisis:

  • o Support for employees through the crisis and deployment of measures to protect their health and safety.

  • o Business continuity on site: News Division (TF1 and LCI) and transmission.

  • o Business continuity through home-working: operationality of system (business-specific applications, team-working/communication tools) and employee satisfaction.

The criteria set by the Board of Director having been attained, the amount of exceptional remuneration is set at €230 000.

Payment of this exceptional remuneration will be put to an ex post vote of the Annual General Meeting of the shareholders held to approve the 2020 financial statements.

REMUNERATION OF CORPORATE OFFICERS (PREVIOUSLY KNOWN AS DIRECTORS' FEES)

Like the other directors, the Executive Officer receives and retains remuneration paid by TF1 for his service as a director; such payments were previously known as "directors' fees" (see table 2).

STOCK OPTIONS AND PERFORMANCE SHARES

Because the Executive Officer (Gilles Pélisson) holds a contract of employment with Bouygues SA, the Bouygues Board of Directors may award him options giving entitlement to subscribe for new Bouygues shares.

During 2020, Gilles Pélisson received options giving entitlement to subscribe for new Bouygues shares; those options were awarded on 8 October 2020 following a decision taken by the Bouygues Board of Directors on 28 July 20203.

COMPENSATION FOR ASSUMPTION, CESSATION OR CHANGE OF OFFICE

A termination benefit may be paid in respect of salaried positions within the Group, excluding any period of service as a corporate officer, in accordance with the French Labour Code and the national collective agreement applied by the company in question.

Corporate officers are not paid any non-compete indemnity when they leave office.

ANNUAL GENERAL MEETING OF 17 APRIL 2020 - "SAY ON PAY"

The Annual General Meeting expressed a favourable opinion on the remuneration package awarded to Gilles Pélisson in respect of the 2019 financial year (5th resolution, passed with 76.2% of votes in favour).

The Annual General Meeting also approved the remuneration policy for the Chairman & Chief Executive Officer (principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total remuneration and benefits of all kinds awarded to Gilles Pélisson, 7th resolution, passed with 74.23% of votes in favour).

SUMMARY OF THE REMUNERATION OF THE EXECUTIVE OFFICER (GILLES PÉLISSON) IN RESPECT OF THE 2020 FINANCIAL YEAR

No remuneration other than that mentioned in the table below was paid to the Executive Officer by the TF1 and Bouygues groups.

3 For details of how such options are awarded, refer to the Bouygues Universal Registration Document.