Television Francaise 1 Sa · EURONEXT:TFI
Television Francaise 1 Sa — Tf1 — Shareholder Meeting (April 2026)
68 slides from Television Francaise 1 Sa's shareholder meeting presentation, Apr 16, 2026
Slide 1: Annual General Meeting 2026
Annual General Meeting 2026 16 April 2026
Slide 2: Composition of the committee
Composition of the committee • Rodolphe BELMER, Chairman and Chief Executive Officer • Pierre-Alain GERARD, Executive Vice President Finance, Strategy and Procurement • Marie-José LEFEBVRE, Head of Corporate Legal and Board Secretary Scrutineer: • BOUYGUES SA, represented by Didier CASAS • FCPE TF1
Slide 3: Board of Directors members
Board of Directors members RODOLPHE BELMER SCDM, rep. by ORLA NOONAN OLIVIER ROUSSAT CEO CHARLOTTE BOUYGUES DIDIER CASAS BOUYGUES, rep. by OLIVIER BOUYGUES MARIE ALLAVENA CORALIE PITON STEPHANE STOLL • 11 MEMBERS • Female directors: 55% (excluding directors representing employees and the censor) • I
Slide 4: Board of Directors members post General Meeting
Board of Directors members post General Meeting RODOLPHE BELMER SCDM, rep. byr ORLA NOONAN OLIVIER ROUSSAT CEO CHARLOTTE BOUYGUES DIDIER CASAS BOUYGUES, rep. by CYRIL BOUYGUES MARIE ALLAVENA CORALIE PITON STEPHANE STOLL • 11 MEMBERS • Female directors: 55% (excluding directors representing employees
Slide 5: Warning
Warning This presentation contains rounded figures and forward-looking information and statements about the group TF1. Forward-looking statements are statements that are not historical facts, and include in particular: financial projections, forecasts and estimates, as well as the assumptions on whi
Slide 6: Opening of the meeting
Opening of the meeting • General meeting convened on first call • Quorum required for the holding of an ordinary general meeting and extraordinary general meeting reached • Number of shares and voting rights at the attendance sheet (the voting forms and the powers of the represented shareholders) 6
Slide 7: Document provided
Document provided • The Universal Registration Document containing information and documents to be presented at the General Meeting is available since 11 March 2026 on the company's website at www.groupe-tf1.fr, under Investors/ General Meeting • Documents and information relating to the Combined An
Slide 8: List of available documents (1/2)
List of available documents (1/2) ■ the press release of 26 March 2026 specifying the procedures for making available or consulting the preparatory documents for the general meeting, ■ the insertions published in the BALO of 2 March, 11 March and 30 March 2026, ■ the insertions published in LES ECHO
Slide 9: List of available documents (2/2)
List of available documents (2/2) ■ the report of the Board of Directors on the principles for the remuneration of corporate officers for 2026, ■ the description of the share buyback program, ■ the report of the Board of Directors on the resolutions presented to the General Meeting, ■ the individual
Slide 10: Ordinary General Meeting
Ordinary General Meeting 1. Approval of the financial statements for the 2025 financial year, 2. Approval of the consolidated financial statements for the 2025 financial year, 3. Appropriation of 2025 earnings, 4. Approval of regulated agreements referred to in Articles L.225-38 et seq. of the Frenc
Slide 11: Extraordinary General Meeting
Extraordinary General Meeting 11. Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares, for an eighteen-month period, 12. Amendment to Article 21 of the Articles of Association, 13. Authorisation to carry out formalities. 11 General Meeting 2026
Slide 12: Agenda
Agenda 1. Business review 7. Questions & Answers 2. Financials Results 8. Resolutions: presentation and vote 3. Strategy update and outlook 4. CSR Review 5. Statutory auditors’ reports 6. Report of the Selection and Remuneration Committee 12 General Meeting 2026
Slide 13: Business review
01 Business review
Slide 14: Highlights
Highlights Broadly stable Ad revenue impacted Strong consolidated by structural trends, growth Strengthened audience leadership revenue exacerbated by an in digital LFL & AT CONSTANT FX unstable environment W<50PDM 25-49 Y/O TF1+ Group revenue Group advertising revenue advertising revenue 34.5% 30.9
Slide 15: Audience leadership in FY25
Audience leadership in FY25 Best ratings on targets Significant lead over main competitor W<50PDM 25-49 Y/O 15-34 Y/O 34.5 +9.5 pts W<50PDM vs main competitor 22.9 43/50 43/50 43/50 13.4 9.0 4.7 4.4 3.8 2.9 2.8 2.4 2.0 1.8 0.7 0.5 Best ratings in all genres * TF1 M6 F2 TMC W9 TFX F3 6ter Gulli F5 LC
Slide 16: Update on streaming
Update on streaming Virtuous linear & streaming strategy Progress on all building blocks 25-49 Y/O NON- LINEAR LINEAR Awareness Visibility Consumption Ad inventories CPM 80% 20% 38m AIDED FIRST STREAMERS3 AD CPM monthly average AWARENESS1 VISIBILITY2 LOAD €13.5 in 2025 81% 69% vs 33m in 2024 5’14 20
Slide 17: FY25 highlights
FY25 highlights Drama Production Distribution Revenue of €376m in 2025 +9% year on year COPA of Movies Unscripted €40m in 2025 +€2m year on year ~1.2m ~705k ~490k ~470k 17 tickets sold tickets sold tickets sold tickets sold General Meeting 2026
Slide 18: Financials Results
O p, Financials Results
Slide 19: Consolidated revenue per segment
Consolidated revenue per segment MEDIA (€m) Q4 2025 Q4 2024 CHG.% FY 2025 FY 2024 CHG.% Advertising ▪ Continued strong momentum for TF1+, Media 535 612 (12.6%) 1,921 2,011 (4.5%) with 36% growth ▪ Linear impacted by structural trends Advertising revenue 453 497 (9.0%) 1,574 1,644 (4.3%) and exacerba
Slide 20: Current operating profit from activities per segment
Current operating profit from activities per segment (€m) Q4 2025 Q4 2024 CHG. FY 2025 FY 2024 CHG. MEDIA Impact from decrease in linear Media 41 68 (27) 212 259 (47) advertising revenue mitigated by: o/w programming costs (305) (315) +10 (967) (986) +19 • Active portfolio management generating a €3
Slide 21: Consolidated income statement
Consolidated income statement (€m) Q4 2025 Q4 2024 CHG. FY 2025 FY 2024 CHG. Consolidated revenue1 699 765 (8.7%) 2,297 2,356 (2.5%) Programming costs (305) (315) +10 (967) (986) +19 Other charges, depreciation, amortisation and provisions (333) (352) +19 (1,078) (1,073) (5) Current operating profit
Slide 22: Solid net cash position at end-December 2025
Solid net cash position at end-December 2025 Free cash flow before changes in WCR €85 million NET CASH POSITION 447 +€9m year on year (12) 506 19 515 (350) 17 (112) €m Free cash flow after changes in WCR €102 million Opening net cash Net cash Repayment of Net capital Changes in Acquisitions / Divide
Slide 23: Proposed 5% increase in dividend per share YoY
Proposed 5% Dividend trend (2021-2025) (€/share) increase in dividend per share YoY +40% €0.632 €0.60 €0.55 € 133m1 €0.50 €0.45 € 0.63 PER SHARE 2 2021 2022 2023 2024 2025 DIVIDEND YIELD3 1 Based on 211,284,237 shares at 31/12/2025 5% 7% 8% 8% 8% 2 Subject to approval by the Annual General Meeting o
Slide 24: Strategy update and outlook
03 Strategy update and outlook
Slide 25: Linear: consolidate our market share in a declining TV ad market
Linear: consolidate our market share in a declining TV ad market With our powerful franchises With a new segmentation of our ad offering generating leading share of premium ad inventories on commercial targets Iconic unscripted franchises Unique prime-time Multi-channel inventories offer Premium Fre
Slide 26: Establish as a primary destination for viewers and advertisers
Establish as a primary destination for viewers and advertisers INCREASE CONSUMPTION IMPROVE MONETISATION Extend the reach Enhance catalogue with Develop new forms Address advertisers’ needs from of the Group’s content complementary audiovisual content of monetisation brand awareness to conversion Di
Slide 27: Enhance our media buying attractiveness on both linear and digital
Enhance our media buying attractiveness on both linear and digital and target a new market segment Enhance our media Attract buying attractiveness new advertisers Address the midtail through a dedicated offer Launch of TF1 Ad Manager 4 levers Transactional and Objectives service-oriented platform of
Slide 28: Outlook
Outlook 2026 priorities 2026 deliveries Daily shows, premium drama & unscripted content for French and foreign broadcasters as well as global streaming services Secure the business in France with long-standing partners Matar Zodiaque a un oso Day One Keep broadening the client mix via platform colla
Slide 29: Full-year 2026 guidance
Full-year 2026 guidance Capitalising on its strategy, on its new digital Against a backdrop of rapidly changing consumption initiatives and on its solid financial position, habits and a persistently unstable macroeconomic and the Group’s targets are as follows: political environment, the linear adve
Slide 30: CSR Review
04 CSR Review Sustainability / CSRD reporting and CSR actions
Slide 31: Compliance with the Corporate Sustainability Reporting Directive
Compliance with the Corporate Sustainability Reporting Directive 2nd year of application Context of regulatory Continuous Auditors’ main uncertainty improvement of conclusions reporting • Continued compliance • Summary and • Expansion of the with the CSRD standard rephrasing of our reporting scope v
Slide 32: Our CSR strategy: 3 key pillars
Our CSR strategy 3 key pillars Contributing to the Acting towards a Strengthening our role ecological transition more united society as a trusted media company 32 General Meeting 2026
Slide 33: Environment
Decarbonising our activities and sector 32% of in-house production hours eco- produced in 2025* *towards a 100% target by 2028 Raising awareness among our audiences about ecological transition Environment Contributing to the +1,100 environmental topics in TV news programs ecological transition « Dem
Slide 34: TF1 Group's decarbonization strategy
TF1 Group’s decarbonization strategy Baseline year Carbon footprint : -28% on Scopes 1 and 2 -11% on Scope 3a Targets validated by the 119 ktCO2 (vs 2021) SBTi : -42% on Scopes 1 and 2 -25% on Scope 3a 105 ktCO2 (vs 2021) 89 ktCO2 Environment 2021 2025 2030 Contributing to the Contribution by decarb
Slide 35: Social & societal
Representing French population and being an actor of national cohesion 5th cohort of Women’s rugby « Expertes à la une » Social & societal 8th edition of « Le Live television plus beau Acting for a more marché » and series Women’s rugby united society & Ensuring reliable, high-quality and innovative
Slide 36: Statutory auditors' reports
05 Statutory auditors’ reports
Slide 37: Reports issued by the statutory auditors for the 2025 financial year
Reports issued by the statutory auditors for the 2025 financial year Sustainability information Ordinary General Meeting Extraordinary General Meeting • Report on the certification of • Report on the financial statements (1st • Report on the reduction in capital (11th sustainability information and
Slide 38: Sustainability information
Sustainability information Report on the certification of sustainability information and verification of the disclosure requirements under articles 8 of regulation (EU) 2020/852 SECTION 4.6 — PAGES 266 TO 269 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT Purpose Our responsibility is to carry out the
Slide 39: Sustainability information
Sustainability information Report on the certification of sustainability information and verification of the disclosure requirements under articles 8 of regulation (EU) 2020/852 SECTION 4.6 — PAGES 266 TO 269 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT Conclusion on the compliance of the sustainabil
Slide 40: Report on the financial statements
Reports issued in connection with the ordinary general meeting Report on the financial statements SECTION 6.6 – PAGES 392 TO 397 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT – 1ST RESOLUTION Opinion In our opinion, the financial statements give a true and fair view of the assets and liabilities and o
Slide 41: Report on the consolidated financial statements
Reports issued in connection with the ordinary general meeting Report on the consolidated financial statements SECTION 6.6 – PAGES 360 TO 364 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT – 2ND RESOLUTION Opinion In our opinion, the consolidated financial statements give a true and fair view of the as
Slide 42: Report on related party agreements
Reports issued in connection with the ordinary general meeting Report on related party agreements SECTION 3.3 – PAGES 110 TO 112 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT – 4TH RESOLUTION Purpose We are required to inform you, on the basis of the information provided to us, of the terms and condit
Slide 43: Report on the reduction in capital
Reports issued in connection with the extraordinary general meeting Report on the reduction in capital SECTION 7.7 – PAGE 421 OF THE 2025 UNIVERSAL REGISTRATION DOCUMENT – 11TH RESOLUTION Purpose Your Board of Directors proposes that you grant it full powers, for a period of 18 months starting from
Slide 44: Report of the Selection and Remuneration Committee
06 Report of the Selection and Remuneration Committee
Slide 45: Rodolphe Belmer's remuneration - Ex post
Rodolphe Belmer’s remuneration - Ex post Components of Rodolphe Belmer’s 2025 remuneration as CEO • Fixed remuneration + Annual variable remuneration • Long-term remuneration (performance shares) • Award of performance shares under the 2025-2027 long-term remuneration plan • Vesting of performance s
Slide 46: Breakdown of 2025 remuneration
Breakdown of 2025 remuneration Subject to approval of resolution no. 5: • Fixed annual remuneration: €920,000 (unchanged for 2025) • Annual variable remuneration: €1,220,840 (132,7% of fixed remuneration, reflecting 91% achievement of intermediate threshold, quantitative and qualitative criteria par
Slide 47: 2025 annual variable remuneration per criteria
2025 annual variable remuneration per criteria 2025 ANNUAL VARIABLE REMUNERATION €1,220,840 AMOUNT 132,7% % OF FIXED REMUNERATION 91% % ACHIEVEMENT OF INTERMEDIATE THRESHOLD 47 General Meeting 2026
Slide 48: Stock options and performance shares
STOCK OPTIONS PERFORMANCE SHARES Award of performance shares under the Vesting of performance shares under the 2025-2027 long-term incentive plan 2023-2025 long term incentive plan • Rodolphe Belmer did not receive any stock options for • On 13 February 2023, the Board of Directors TF1 or Bouygues s
Slide 49: Rodolphe Belmer's remuneration - Ex ante
Rodolphe Belmer’s remuneration – Ex ante Principles of the CEO’s remuneration in 2026 Subject to the approval of resolution no. 7 • A stable fixed remuneration • An annual variable compensation, with: • weight of quantitative and qualitative criteria remaining unchanged compared to 2025; • all crite
Slide 50: 2026 annual variable remuneration
2026 annual variable remuneration Subject to the approval of resolution no 7 Weighting of the criteria within the maximum annual variable remuneration 76% FINANCIAL CRITERIA 24% NON-FINANCIAL CRITERIA 50 General Meeting 2026
Slide 51: 2026-2028 long-term variable remuneration
2026-2028 long-term variable remuneration Subject to the approval of resolution no 7 (1) Financial index that tracks the performance of EUR-denominated corporate bonds. (2) Stock market performance index covering companies in the European media sector. 51 General Meeting 2026
Slide 52: Remuneration policy applicable to Directors
Remuneration policy applicable to Directors Subject to the approval of resolutions no 6 and 8 Subject to the approval of resolution no 6 Total gross amount before taxes paid to the directors for the 2025 fiscal year: €485 460 Subject to the approval of resolution no 8 • The allocation arrangements f
Slide 53: Questions & Answers
07 Questions & Answers
Slide 54: Resolutions: presentation and vote
08 Resolutions: presentation and vote
Slide 55: First resolution: financial statements
ORDINARY GENERAL MEETING First resolution Approval of the financial statements for the 2025 financial year Net profit: € 118,927,684.73 55 GENERAL MEETING – 16 APRIL 2026
Slide 56: Second resolution: consolidated financial statements
ORDINARY GENERAL MEETING Second resolution Approval of the consolidated financial statements for the 2025 financial year Net profit Group share: €152.8 million 56 GENERAL MEETING – 16 APRIL 2026
Slide 57: Third resolution: appropriation of 2025 earnings
ORDINARY GENERAL MEETING Third resolution Appropriation of 2025 earnings Distribuable profit • Net profit for the financial year: €118,927,684.73 • Retained earnings: €553,893,730.59 • Distributable profit: €672,821,415.32 Appropriation • Distribution of a dividend of €0,63 per share, for total divi
Slide 58: Fourth resolution: regulated agreements
ORDINARY GENERAL MEETING Fourth resolution Approval of regulated agreements referred to in Articles L.225-38 et seq. of the French Commercial Code • Corporate Services Agreement with Bouygues • Agreement regarding the use of aircraft held by Airby 58 GENERAL MEETING – 16 APRIL 2026
Slide 59: Fifth resolution: CEO remuneration 2025
ORDINARY GENERAL MEETING Fifth resolution Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2025 financial year to Rodolphe Belmer as Chairman and Chief Executive Officer 59 GENERAL MEETING – 16 APRIL 2026
Slide 60: Sixth resolution: corporate officers' remuneration
ORDINARY GENERAL MEETING Sixth resolution Approval of the information concerning the remuneration of the corporate officers described under Article L.22-10-9 I of the French Commercial Code, paid in or granted for the 2025 financial year 60 GENERAL MEETING – 16 APRIL 2026
Slide 61: Seventh resolution: CEO remuneration policy
ORDINARY GENERAL MEETING Seventh resolution Approval of the remuneration policy applicable for Rodolphe Belmer as Chairman and Chief Executive Officer 61 GENERAL MEETING – 16 APRIL 2026
Slide 62: Eighth resolution: Directors' remuneration policy
ORDINARY GENERAL MEETING Eighth resolution Approval of the remuneration policy for Directors 62 GENERAL MEETING – 16 APRIL 2026
Slide 63: Ninth resolution: appointment of Cyril Bouygues
ORDINARY GENERAL MEETING Ninth resolution Appointment of Cyril Bouygues as director for a three-year term, to replace Olivier Bouygues, whose term of office expires at the end of this General Meeting 63 GENERAL MEETING – 16 APRIL 2026
Slide 64: Tenth resolution: share buyback authorisation
ORDINARY GENERAL MEETING Tenth resolution Authorisation to the Board of Directors to trade in the Company’s shares, subject to a maximum of 10% of the share capital, for an eighteen-month period 64 GENERAL MEETING – 16 APRIL 2026
Slide 65: Eleventh resolution: cancel treasury shares
Extraordinary General Meeting Eleventh resolution Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares, for an eighteen-month period 65 GENERAL MEETING – 16 APRIL 2026
Slide 66: Twelfth resolution: amendment to Article 21
Extraordinary General Meeting Twelfth resolution Amendment to Article 21 of the Articles of Association 66 GENERAL MEETING – 16 APRIL 2026
Slide 67: Thirteenth resolution: formalities
Extraordinary General Meeting Thirteenth resolution Authorisation to carry out formalities 67 GENERAL MEETING – 16 APRIL 2026
Slide 68: Thank you for your attention
Thank you for your attention GROUPE