Television Francaise 1 Sa · EURONEXT:TFI

Television Francaise 1 Sa — Tf1 — Shareholder Meeting (April 2015)

97 slides from Television Francaise 1 Sa's shareholder meeting presentation, Apr 16, 2015

  1. Slide 1: Shareholders' General Meeting 16 April 2015

    SHAREHOLDERS’ GENERAL MEETING 16 APRIL 2015

  2. Slide 2: Forward-looking statements

    This presentation contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof. All forward-looking statements are TF1 management’s p

  3. Slide 3: Opening of the meeting

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 3

  4. Slide 4: Opening of the meeting

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 4

  5. Slide 5: Composition of the committee

    COMPOSITION OF THE COMMITTEE  Nonce PAOLINI, Chairman and CEO  Jean-François GUILLEMIN, authorised representative of Bouyges - scruteener  Nathalie DUBOIS, authorised representative FCPE TF1 Actions - scruteener  Sébastien FRAPIER, Board Secretary 5

  6. Slide 6: List of available documents - agenda

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 6

  7. Slide 7: List of available documents

    LIST OF AVAILABLE DOCUMENTS  The B.A.L.O. No. 24 of February 25 , 2015 having published the meeting notice,  The B.A.L.O. No 36 of March 25, 2015 and Les Annonces de la Seine No. 11 of March 26, 2015 , having published the notice of shareholders,  The notices published in LES ECHOS of February 25

  8. Slide 8: List of available documents

    LIST OF AVAILABLE DOCUMENTS  The special Report of the Board of Directors on the operation of bonus shares TF1 conducted in 2014,  The company financial statements including the balance sheet, income statement and the annexes to the financial year 2014,  The consolidated accounts including the ba

  9. Slide 9: Agenda - Ordinary General Meeting

    AGENDA - WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING  Reading of the Board of Directors’ reports, the Chairman’s report and Statutory Auditors’ reports – approval of these reports,  Approval of the individual annual financial statements and transactions in 2014,  Approval of the consolid

  10. Slide 10: Agenda - Extraordinary General Meeting

    AGENDA - WITHIN THE AUTHORITY OF THE EXTRAORDINARY GENERAL MEETING  Reading of the Board of Directors’ reports and Statutory Auditors’ reports,  Authorisation given to the Board of Directors to decrease the share capital by cancelling shares held by the company,  Delegation of authority to the Bo

  11. Slide 11: Agenda - Extraordinary General Meeting

    AGENDA - WITHIN THE AUTHORITY OF THE EXTRAORDINARY GENERAL MEETING  Authorisation given to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without pre-emptive subscription rights,  Delegation of powers to the Board of Directors to in

  12. Slide 12: Presentation

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 12

  13. Slide 13: 2014 Review, 2014 Financial Statements, Outlook

    2014 REVIEW 2014 FINANCIAL STATEMENTS OUTLOOK 13

  14. Slide 14: In 7 years, the group has demonstrated a capacity for commitments kept

    IN 7 YEARS, THE GROUP HAS DEMONSTRATED A CAPACITY FOR COMMITMENTS KEPT 14

  15. Slide 15: Renewing our audience

    RENEWING… OUR AUDIENCE INCREASE IN GROUP AUDIENCE SHARE OVER 7 YEARS Source: Médiamétrie – Médiamat 15

  16. Slide 16: 2014: Solid market leadership

    2014: SOLID MARKET LEADERSHIP Source: Médiamétrie – Médiamat– January-December 2014 16

  17. Slide 17: The TF1 channel grew for the second consecutive year

    THE TF1 CHANNEL GREW FOR THE SECOND CONSECUTIVE YEAR Source: Médiamétrie – Médiamat– January-December 2014 17

  18. Slide 18: Renewing our brands

    RENEWING OUR BRANDS 50% OF THE BRANDS ON AIR ARE LESS THAN 3 YEARS OLD Source: Médiamétrie – Médiamat – FY2014 18

  19. Slide 19: Renewal as a multi-channel network

    RENEWAL… AS A MULTI-CHANNEL NETWORK Source: Médiamétrie – Médiamat – FY2014 19

  20. Slide 20: Successful renewal in digital media

    SUCCESSFUL RENEWAL IN DIGITAL MEDIA SUCCESSFUL DIGITAL EXTENSIONS (1) Fix Panel Médiamétrie // NetRatings – Mobile & tablet panel Médiamétrie NetRatings – Médiamat IPTV – Médiamétrie – Average Jan – Oct 2014 (IPTV UV at End October) 9 (2) Twitter – Facebook – FY 2014 20 (3) eStat Médiamétrie – Panel

  21. Slide 21: Renewing content

    RENEWING… CONTENT Source : CNC 21

  22. Slide 22: Renewing B2C

    RENEWING… B2C * Source : NPA/GFK panel (TVOD/EST/SVOD) - CNC 22

  23. Slide 23: An ability to optimise our business model

    AN ABILITY TO OPTIMISE OUR BUSINESS MODEL 23

  24. Slide 24: An optimised cost of programmes

    AN OPTIMISED COST OF PROGRAMMES * TF1 channel programming costs ** TF1 group’s cost of programmes 24

  25. Slide 25: An overhauled cost base

    AN OVERHAULED COST BASE SAVINGS ON OVERHEADS RECCURRENT SAVING OF 113 M€ ‣ Reduction of travel and representing expenses ‣ Renegociation of contracts ‣ Termination of some business operations (JET, TOP TICKET.S) ‣ Réduction of external expenses 25

  26. Slide 26: A capacity for building partnerships

    A CAPACITY FOR BUILDING PARTNERSHIPS 26

  27. Slide 27: Promoting our interests to regulators

    PROMOTING OUR INTERESTS TO REGULATORS PERMANENT DIALOGUE WITH REGULATORS 27

  28. Slide 28: Unfailing dedication and commitment

    UNFAILING DEDICATION AND COMMITMENT 28

  29. Slide 29: 2014 Review, 2014 Financial Statements, Outlook

    2014 REVIEW 2014 FINANCIAL STATEMENTS OUTLOOK 29

  30. Slide 30: TV media withstood in 2014

    TV MEDIA WITHSTOOD IN 2014 TREND IN NET PLURIMEDIA ADVERTISING SPEND– FY 2014 VS 2013 +0.1% Historical Media+Internet -8.7% €10,375bn / -1.5% +4.6 % +0.8% -1.4% -9.6% Market Share 31.1% 25.8% 24.0% 11.3% 7.0% 0.8% Source: IREP– Press includes classified –2014 vs 2013 30

  31. Slide 31: Revenue evolution

    REVENUE EVOLUTION fem 2014 2013 AD. REVENUE - BROADCASTING & CONTENT | 1,560.3 1,572.1 o/w IV 1,476.7 1,488.0 o/w Other platforms 83.6 84.1 AD. REVENUE - PAY-TV 15.2 22.2 —“ycucperoop eee 69 9.0 o/w Theme channels in France 8.3 13.2 GROUP ADVERTISING REVENUE 1,575.5 1,594.3 . 516.3 481.0 CONSOLIDATE

  32. Slide 32: Cost of programmes evolution

    COST OF PROGRAMMES EVOLUTION 32

  33. Slide 33: Consolidated income statement (1/2)

    CONSOLIDATED INCOME STATEMENT (1/2) 33

  34. Slide 34: Current operating profit breakdown

    CURRENT OPERATING PROFIT BREAKDOWN 34

  35. Slide 35: Consolidated income statement (2/2)

    CONSOLIDATED INCOME STATEMENT (2/2) 35

  36. Slide 36: Consolidated balance sheet

    CONSOLIDATED BALANCE SHEET 36

  37. Slide 37: Consolidated cash flow statement

    CONSOLIDATED CASH FLOW STATEMENT 37

  38. Slide 38: A consolidated financial structure

    A CONSOLIDATED FINANCIAL STRUCTURE 38

  39. Slide 39: 2014 Review, 2014 Financial Statements, Outlook

    2014 REVIEW 2014 FINANCIAL STATEMENTS OUTLOOK 39

  40. Slide 40: Return on investment

    RETURN ON INVESTMENT * Based on the number of TF1 shares outstanding as of December 31, 2014 40

  41. Slide 41: Dividend proposal to the Annual General Meeting

    DIVIDEND PROPOSAL TO THE ANNUAL GENERAL MEETING – 16 APRIL 2015 41

  42. Slide 42: Evolution of TF1 stock in 2014

    EVOLUTION OF TF1 STOCK IN 2014 Last price at April 15, 2015: Evolution of TF1 stock vs. SBF 120 Index €17.08 (vs. €12.72 at 31/12/2014) +0.7% -8.1% 42

  43. Slide 43: 2015: Stabilisation of the market?

    2015: STABILISATION OF THE MARKET? TELEVISION REMAINS THE KEY MEDIUM FOR ADVERTISERS 43

  44. Slide 44: TF1 Group: the roadmap is clear

    TF1 GROUP: THE ROADMAP IS CLEAR 44

  45. Slide 45: Chairman of remuneration committee's intervention

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 45

  46. Slide 46: Principles of Nonce Paolini's compensation

    PRINCIPLES OF NONCE PAOLINI’S COMPENSATION  No golden parachutes  No non-competition payment  A fixed remuneration + a variable remuneration capped (150%)  No deferred variable remuneration and no multiannual variable remuneration  Complementary pension capped up to 8 times Social Security ceil

  47. Slide 47: Components of the variable remuneration in 2014

    COMPONENTS OF THE VARIABLE REMUNERATION IN 2014 ACHIEVEMENTS OF OBJECTIVES Evolution of consolidated net profit of Bouygues Group  (attributable to the Group) P1 • 30 % of fixed remuneration if the goal is achieved • P1 enables to take into account the global financial performance of the Bouygues G

  48. Slide 48: Evolution of Nonce Paolini's remuneration on three years

    EVOLUTION OF NONCE PAOLINI’S REMUNERATION ON THREE YEARS Gross remuneration before tax (€ 000s) 1,441 2,006 2,361  Stable fixed remuneration on 3 years  Growth of variable remuneration, linked to the creation of value realized on Eurosport Group  A variable remuneration capped at 150% of the fixe

  49. Slide 49: A remuneration in line with stock performances

    A REMUNERATION IN LINE WITH STOCK PERFORMANCES Stock evolution 2012 - 2013 Evolution of market Dividend proposed to the General capitalisation Meeting of April 16, 2015 (€ million) 49

  50. Slide 50: A remuneration in line with French and European peers

    A REMUNERATION IN LINE WITH FRENCH AND EUROPEAN PEERS Average of the last three years: 2011-2013 for French peers (M6, Canal+, Vivendi) and for European peers (ITV, ProSieben Sat1, Mediaset Italia and Mediaset España), 2012-2014 for TF1 50

  51. Slide 51: Evolution of stock options allocated to the CEO

    EVOLUTION OF STOCK OPTIONS ALLOCATED TO THE CEO 51

  52. Slide 52: Remuneration of Nonce Paolini in 2015

    REMUNERATION OF NONCE PAOLINI IN 2015  Stable fixed remuneration  Modification of two criteria for determining the variable remuneration:  Addition of a new quantitative criterion, taking into account the improvement of the TF1 group’s financial perfomances: change, compared with the business pla

  53. Slide 53: Auditors' intervention

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 53

  54. Slide 54: List of reports issued by the statutory auditors for 2014

    LIST OF REPORTS ISSUED BY THE STATUTORY AUDITORS FOR FINANCIAL YEAR 2014 For the ordinary part* on the Financial Statements on the Consolidated Financial Statements on Related Party Agreements and Commitments on the Report by the Chairman of the Board in respect of the company’s internal contro

  55. Slide 55: Report on the financial statements

    REPORT ON THE FINANCIAL STATEMENTS Resolution n°1 - page 205 of the 2014 Registration Document Opinion In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at 31 December 2014 and of the results of its oper

  56. Slide 56: Report on the consolidated financial statements

    REPORT ON THE CONSLIDATED FINANCIAL STATEMENTS Resolution n°2 - page 203 of the 2014 Registration Document Opinion In our opinion, the consolidated financial statements for 2014 give a true and fair view of the assets and liabilities, the financial position and the results of all the entities in t

  57. Slide 57: Report on related party agreements and commitments

    REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS Resolutions n°3 et n°4 - page 207 of the 2014 Registration Document Purpose It is our responsibility to inform you, on the basis of the information provided to us, of the terms and conditions of the agreements and commitments of which we were info

  58. Slide 58: Report on related party agreements and commitments

    REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS Resolutions n°3 et n°4 - page 207 of the 2014 Registration Document Agreements and commitments already approved by the General Meeting Agreements and commitments that continued to be executed during the financial year now ended • Shared services a

  59. Slide 59: Report on the Chairman's report on internal control

    REPORT ON THE REPORT BY THE CHAIRMAN OF THE BOARD RELATING TO THE COMPANY’S INTERNAL CONTROL PROCEDURES Resolution n°1 - Page 202 of the 2014 Registration Document Purpose It is the Chairman’s responsibility to prepare and submit to the Board of Directors for approval, a report on the internal con

  60. Slide 60: Report on the capital reduction

    REPORT ON THE CAPITAL REDUCTION Resolution n°17 - page 213 of the 2014 Registration Document Purpose Your Board of Directors is proposing that you delegate to it, for a period of 18 months from the date of this Meeting, full powers to cancel up to 10% of share capital per 24-month period, of the s

  61. Slide 61: Report on capital increase for employee savings scheme

    REPORT ON THE CAPITAL INCREASE RESERVED FOR MEMBERS OF AN EMPLOYEE SAVINGS SCHEME Resolution n°27 - page 214 of the 2014 Registration Document Purpose Your Board of Directors proposes, based on its report, that you delegate to it, for a period of 26 months from the date of the present Meeting, the

  62. Slide 62: Report on issuance of shares and other securities

    REPORT ON THE ISSUANCE OF SHARES AND OTHER SECURITIES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS Resolutions n°18, 20, 21, 22, 23, 24 et 25 – page 215 of the 2014 Registration Document Purpose Your Board of Directors has described in its report and in joined resolutions draft the proposed op

  63. Slide 63: Questions / Answers

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 63

  64. Slide 64: Resolutions votes

    OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS - AGENDA PRESENTATION CHAIRMAN OF REMUNERATION COMMITTEE’S INTERVENTION AUDITORS’ INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 64

  65. Slide 65: First resolution

    FIRST RESOLUTION • The purpose of the resolution is to seek shareholders’ approval of TF1 SA’s individual annual financial statements for the 2014 business year, and the transactions recorded in these accounts 65

  66. Slide 66: Second resolution

    SECOND RESOLUTION • The purpose of the resolution is to seek shareholders’ approval of TF1 Group’s annual accounts for the 2014 business year, and the transactions recorded in these accounts 66

  67. Slide 67: Third resolution

    THIRD RESOLUTION • The purpose of the resolution is to approve the related-party agreements and undertakings between TF1 and Bouygues:  corporate services agreement under which Bouygues provides services to TF1  supplemental retirement pension granted to the Executive Director  agreement for the

  68. Slide 68: Fourth resolution

    FOURTH RESOLUTION • The purpose of the resolution is to approve the related-party agreements and undertakings other than those between TF1 and Bouygues  corporate services agreement under which TF1 provides services to its subsidiaries not in wholly owned (TMC, TV Breizh , Histoire and Ushuaïa TV)

  69. Slide 69: Fifth resolution

    FIFTH RESOLUTION • The purpose of the resolution is to approve appropriation of earnings and distribution in 2014  distributable profits of €494,395,940.41  distribution of a cash dividend of €317,293,146.00 (i.e. a dividend of €1.50 per share)  balance of €177,102,794.41 to be carried forward as

  70. Slide 70: Sixth resolution

    SIXTH RESOLUTION • The purpose of the resolution is to renew Claude Berda’s term of office as Director for one year  Director of TF1 since February 17, 2010  Chairman and non-Executive Director of Groupe AB 70

  71. Slide 71: Seventh resolution

    SEVENTH RESOLUTION • The purpose of the resolution is to renew Gilles Pélisson’s term of office as Director for one year  Independent  Director of TF1 since February 18, 2009  Chairman of the Remuneration Committee of TF1  Member of the Audit Committee of TF1  Director of companies 71

  72. Slide 72: Eighth resolution

    EIGHTH RESOLUTION • The purpose of the resolution is to renew Olivier Roussat’s term of office as Director for one year  Director of TF1 since April 18, 2013 (former standing representative of Société Française de Participation et de Gestion - SFPG, Director of TF1 since 2009 until 2013)  Member o

  73. Slide 73: Ninth resolution

    NINTH RESOLUTION • The purpose of the resolution is to renew Olivier Bouygues’s term of office as Director for two years  Director of TF1 since April 12, 2005  Deputy CEO of Bouygues 73

  74. Slide 74: Tenth resolution

    TENTH RESOLUTION • The purpose of the resolution is to renew Catherine Dussart’s term of office as Director for two years  Independent  Director of TF1 since April 18, 2013  Member of the Ethics and CSR Committee  Manager of Catherine Dussart Production-CDP 74

  75. Slide 75: Eleventh resolution

    ELEVENTH RESOLUTION • The purpose of the resolution is to renew Nonce Paolini’s term of office as Director for two years  Director of TF1 since May 22, 2007  Chairman and CEO of TF1 since July 31, 2008 75

  76. Slide 76: Twelfth resolution

    TWELFTH RESOLUTION • The purpose of the resolution is to renew Martin Bouygues’s term of office as Director for three years  Director of TF1 since September 1, 1987  Chairman of the Selection Committee of TF1  Chairman and CEO and Director of Bouygues SA 76

  77. Slide 77: Thirteenth resolution

    THIRTEENTH RESOLUTION • The purpose of the resolution is to renew Laurence Danon’s term of office as Director for three years  Independent  Director of TF1 since July 22, 2010  Chairwoman of the TF1 Audit Committee  Chairman of the Board of Directors of Leonardo & Co 77

  78. Slide 78: Fourteenth resolution

    FOURTEENTH RESOLUTION • The purpose of the resolution is to renew Bouygues company’s term of office as Director for three years  Director of TF1 since February 20, 2008 Represented by Philippe Marien – Member of the Audit Committee of TF1 – Member of the Remuneration Committee of TF1 – Chief Financ

  79. Slide 79: Fifteenth resolution

    FIFTEENTH RESOLUTION • The purpose of the resolution is to approve the remuneration due or granted to Nonce Paolini, Chairman and CEO of TF1 for the 2014 business year 79

  80. Slide 80: Sixteenth resolution

    SIXTEENTH RESOLUTION • The purpose of the resolution is to authorise the Board of Directors to buy back the own shares of the company  within the limit of shares representing up to 10% of the company’s share capital  for an 18-months period 80

  81. Slide 81: Seventeenth resolution

    SEVENTEENTH RESOLUTION • The purpose of the resolution is to authorise the Board of Directors to decrease the share capital by cancelling shares held by the company  subject to an overall cap of 10% of the share capital of the Company in any given period of 24 months  for an 18-months period 81

  82. Slide 82: Eighteenth resolution

    EIGHTEENTH RESOLUTION • The purpose of the resolution is to delegate powers to the Board of Directors, to increase the share capital with preferential subscription rights, by issuing shares or any securities that provide immediate and/or deferred access to the company’s shares  within the limit of

  83. Slide 83: Nineteenth resolution

    NINETEENTH RESOLUTION • The purpose of the resolution is to delegate powers to the Board of Directors to increase the share capital by the incorporation of premiums, reserves or earnings  maximum nominal amount of capital increases: €400 million  for a period of 26 months 83

  84. Slide 84: Twentieth resolution

    TWENTIETH RESOLUTION • The purpose of the resolution is to delegate competence to the Board of Directors to increase the share capital by a public offering, with the suppression of the shareholders’ preferential right of subscription, by issuing shares or any securities that provide immediate and/or

  85. Slide 85: Twenty-first resolution

    TWENTY-FIRST RESOLUTION • The purpose of the resolution is to delegate competence to the Board of Directors, to increase the share capital by private placement in keeping with point II of article L. 411-2 of France’s Financial and Monetary Code, with the suppression of the shareholders’ preferential

  86. Slide 86: Twenty-second resolution

    TWENTY-SECOND RESOLUTION • The purpose of the resolution is to authorise the Board of Directors, acting in accordance with the terms laid down by the General Meeting to set the price, for immediate or future public issues of equity securities or issues falling within the scope of paragraph II, Artic

  87. Slide 87: Twenty-third resolution

    TWENTY-THIRD RESOLUTION • The purpose of the resolution is to authorise the Board of Directors, to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights for existing shareholders  during a thirty-day period from the closin

  88. Slide 88: Twenty-fourth resolution

    TWENTY-FOURTH RESOLUTION • The purpose of the resolution is to delegate powers to the Board of Directors, to carry out a capital increase as consideration for contributions in kind consisting of a company’s shares or securities giving access to capital, excluding public swap offerings  up to a limi

  89. Slide 89: Twenty-fifth resolution

    TWENTY-FIFTH RESOLUTION • The purpose of the resolution is to delegate competence to the Board of Directors, to increase the share capital, as consideration for securities tendered to a public exchange offer (OPE)  up to a limit of €4.2m (included in the overall ceiling of €8.4m)  without preferen

  90. Slide 90: Twenty-sixth resolution

    TWENTY-SIXTH RESOLUTION • This resolution is intended to limit the financial authorisations and the ceiling for capital increases  Maximum nominal value of the increases of share capital ‐ €8.4m (20% of capital - “overall ceiling”) in case of maintenance of preferential subscription rights ‐ €4.2m

  91. Slide 91: Twenty-seventh resolution

    TWENTY-SEVENTH RESOLUTION • This resolution is intended to delegate powers to the Board of Directors to carry out a capital increase for the benefit of employees or officers of the company or associated companies who are members of a company savings scheme, with the suppression of the shareholders’

  92. Slide 92: Twenty-eighth resolution

    TWENTY-EIGHTH RESOLUTION • This resolution is intended to amend Article 22 of the TF1 Memorandum and Articles of Association ruling out the “double voting right”  Preservation of the principle of “one share, one voting right” 92

  93. Slide 93: Twenty-ninth resolution

    TWENTY-NINTH RESOLUTION • This resolution is intended to amend Article 10 of the TF1 Memorandum and Articles of Association in order to extend the duration of the mandates of Directors who do not represent the workforce from 2 to 3 years  to enable a phased renewal of the terms of the directors who

  94. Slide 94: Thirtieth resolution

    THIRTIETH RESOLUTION • This resolution is intended to harmonise the Memorandum and Articles of Association  Bring the Articles of Association into line with the legislation and regulation on the representation of shareholders at General Meetings 94

  95. Slide 95: Thirty-first resolution

    THIRTY-FIRST RESOLUTION • The purpose of this resolution is to enable the fulfilment of all legal and administrative formalities 95

  96. Slide 96: Next Annual General Meeting April 14, 2016

    INFORMATION Next Annual General Meeting (held to approve 2015 financial statements) April 14, 2016 96

  97. Slide 97: Shareholders' General Meeting April 2015

    SHAREHOLDERS’ GENERAL MEETING 16 APRIL 2015

Tf1 — Shareholder Meeting (April 2015) on 6ix