2025 Management Report

‌1.3. Significant events after the reporting period

1. ‌Analysis of consolidated results

   The results below are presented using the new segmental reporting structure as presented in Note 4 "Operating segments" to the consolidated financial statements.

   Revenue

   The TF1 group's consolidated revenue amounted to €2,297 million in 2025, down 2.5% year on year but almost unchanged at constant scope and exchange rates (down 0.8%). The decline resulted from tough conditions in the advertising market, mainly in the fourth quarter. This affected the Media segment, where revenue fell 4.5% year on year to €1,921 million. Studio TF1's revenue rose 9.2% to €376 million, boosted in particular by the contribution of Johnson Production Croup (JPC).

   Programming costs and other current operating income/ expenses

   Programming costs

   The Croup's programming costs were €967

   million in 2025. The year-on-year decrease of

   €19 million was due in particular to the high base for comparison arising from the UEFA Euro 2024 men's football tournament, along with cost savings in the fourth quarter against the backdrop of a weak advertising market.

   Other income, expenses and depreciation, amortisation and provisions

   As of the end of 2025, other expenses, depreciation, and provisions amount to

   €1078 million, remaining broadly stable compared to their level at the end of December 2024 (€1,073 million).

   Current operating profit from activities

   Current operating profit from activities (COPA) amounted to €252 million, down €45 million year on year. The decline arose mainly

   from lower linear advertising revenue, which is a major driver of current operating profit from activities. Current operating margin from activities was 11.0%, in line with the revised guidance published at the time of the third-quarter 2025 earnings announcement. In 2025, the Croup continued to actively manage its business portfolio, with the disposals of My Little Paris and Play Two in the summer, along with the signature of a partnership with Sony Music Publishing regarding music assets in the fourth quarter. Together, those transactions generated €38 million of capital gains in 2025.

   Operating profit

   Operating profit totalled €233 million. That figure includes €10 million in amortisation charges relating to intangible assets arising from the JPC acquisition, and €9 million in non-recurring expenses connected with the Croup's plan to accelerate its digital development.

   Net profit

   Net profit attributable to the Croup excluding the exceptional tax surcharge was €168 million, down €38 million. Compared with 2024, net profit was affected by reduced income from the Croup's cash position (due to lower market interest rates) and a reduction in the Croup's share of net profit from equity-accounted companies (mainly reflecting the impairment of an investment at Studio TF1).

   The provisions of France's 2025 Finance Bill had an adverse impact of €15 million.

   Financial position

   At the end of 2025, the TF1 group had a solid financial position, with net cash of €515 million, up €9 million year on year.

   The change in the Croup's net cash position mainly reflected free cash flow of €85 million before WCR and €102 million after WCR, dividends of €127 million paid by TF1 in April

   and disposals that generated proceeds of €21

   million.

   As of 31 December 2025, TF1 had confirmed bilateral bank credit facilities of €762 million, including €227 million for Studio TF1.

   In addition to its confirmed and undrawn bank credit lines, those facilities were backed up by a cash pooling agreement with the Bouygues Croup.

   As of 31 December 2025, drawdowns under those facilities amounted to €134 million, all of which related to Studio TF1 drawdowns under the Bouygues group facility.

   Shareholder returns

   In line with the objective adopted in February 2024 to target a growing dividend policy, which was confirmed when the Croup published its results for the third quarter of 2025, the Board of Directors will submit a proposal for shareholder approval to the Ceneral Meeting of 16 April 2026 for the payment of a dividend of €0.63 per share, up 5% year on year and a 40% increase compared with 2021.

   The ex-date will be 21 April, the date of record will be 22 April, and the payment date will be 23 April 2026.

2. ‌Segment information

   Media

   Revenue

   Revenue in the Media segment totalled €1,921 million in 2025, down 4.5% year on year (down 2.3% at constant scope):

   Advertising revenue fell 4.3% year on year to

   €1,574 million. In linear advertising, the market was affected by an unstable operating environment throughout the year, with a particularly steep decline in the fourth quarter stemming from France's political and fiscal situation. However, that decline was partly offset by an increase in the Croup's market

   share, showing the commercial relevance of

   the ad sales house's offering.

   In those difficult circumstances, TF1+ continued to demonstrate its appeal for advertisers. For the second consecutive year, its advertising revenue rose by almost 40%, reaching €198 million in 2025.

   The Croup's digital revenue, also including advertising revenue from TF1info.fr and addressable TV, along with revenue from subscriptions (TF1+ Premium) and micropayments, amounted to €249 million in 2025.

   Media revenue excluding advertising amounted to €347 million, down 5.6%. After rising in the first nine months of the year with good performance by interactivity as well as music and live shows, the decline in revenue at the end of the year resulted mainly from the deconsolidation of PlayTwo and My Little Paris.

   Based on data from Kantar Media, gross revenue for the TF1 group's free-to-air channels for 2025 was down 1.4% versus 2024.

   The sector mix and the trends in gross advertising spend (excluding sponsorship) in 2025 for the TF1 group's 5 free-to-air channels are shown in the following chart.

   
   
   

   Source: Kantar Média, FY 2025 vs. FY 2024.

   Current operating profit from activities

   The Media segment reported current operating profit from activities of €212 million. The impact of lower advertising revenue was limited by strict cost control and active management of the business portfolio, which allowed the segment to preserve resources that are crucial to the Croup's second phase of strategic acceleration. Current operating margin from activities in the Media segment was 11.0%.

   Media audience ratings1

   The TF1 group confirmed its leading position in 2025, both in terms of overall audience and among younger generations. The Croup's content generated almost 17 billion hours viewed and reached 60 million viewers every month - 94% of the French population - which means that its reach is unrivalled by any other media organisation. The Croup reached 15 million people aged between 15 and 34 each month, equal to 97% of that age bracket.

   In 2025, the TF1 group made progress in all its strategic targets: audience share rose by 0.4 points to 27.2% in the 4+ target, 1.0 points to 34.5% in the W<50PDM target and 0.4 points to 30.9% among individuals aged 25-49.

   TF1

   In 2025, the TF1 channel had 43 of the 50 best viewing figures in its strategic W<50PDM, 25-

   49 and 15-34 targets. It stood out with its unique editorial performance in the French market, achieving the year's best viewing figures in dramas (HPI with almost 7.8 million viewers), live entertainment (Les Enfoirés with 8.4 million viewers) and films (Asterix and Obelix: Mission Cleopatra, with 5.5 million viewers).

   The TF1 channel therefore maintained its leadership across all targets, along with a significant lead over its main commercial competitor:

   • ahead by 9.5 points in the W<50PDM target, with an audience share of 22.9%;

   • ahead by 7.8 points in the Individuals aged 25-49 target, with an audience share of 20.2%.

     TF1+

     On average, the platform attracted 38 million streamers per month in 2025 (versus 33 million in 2024), with a peak of 42 million in October.

     As a result, 1.2 billion hours of content were watched on TF1+ in 2025, almost 25% more than on France's second-largest platform. Based on site-centric figures, consumption rose by 12% year on year.

     ‌1 Source: Médiamétrie - Médiamat.

     DTT channels

     TMC

     TMC had a record year for a DTT channel in the W<50PDM target, achieving an audience share of 4.7%. In its commercial targets, TMC was the leading DTT channel for the ninth consecutive year. The channel performed strongly, particularly with Quotidien, France's number one TV talk show for the seventh consecutive year, and L'Agence, which continued to grow its audience and had a record season with 900,000 viewers.

     TFX

     TFX is the TF1 group channel that targets a millennial audience. In 2025, TFX had a record year in its core audience, with an audience share of over 3.8% in the W<50PDM target thanks to a varied range of programmes for different age groups, which is the secret of its success. These included reality shows like La Villa des cœurs brisés, which had its best season yet with an audience share of over 10% in the W<50PDM target, and Secret Story, which set a new record in terms of TFX's access and prime-time audience, with a 14% share in the W<50PDM target.

     TF1 Séries Films

     TF1 Séries Films is the TF1 group channel entirely dedicated to films and series. In 2025, its audience share was 2.4% in the W<50PDM target. The channel's popularity among female audiences is driven by films, French dramas and American series in equal measure.

     LCI

     As the first rolling news channel launched in France, LCI is the go-to channel for viewers wanting to follow major international and geopolitical events in depth. In particular, the channel provides exceptional coverage of international conflicts.

     In 2025, with a 2% audience share in the 4+ target, LCI posted the fastest year-on-year growth of any news channel (+18%), and has been the most dynamic news channel since it moved to DTT channel 15, with a 29% increase in its 4+ audience share since 6 June. LCI is

     the leading news channel among evening audiences, attracting 234,000 viewers, and its major political programmes attract up to 550,000 viewers, equal to 3.4% of the 4+ audience.

     Theme channels (TV Breizh, Histoire TV and Ushuaïa TV)1

     In 2025, all three of the Croup's theme

     channels recorded high audience ratings:

     • TV Breizh is the channel dedicated to cult heroes and series. It offers viewers the opportunity to watch or re-watch their favourite series such as Columbo, Hercule Poirot, Les Experts, Tandem and HPI. The channel ranks among the leading pay TV channels in the 4+ and W<50PDM targets. In 2025, TV Breizh was watched by more than 7.5 million people each month.

     • The only channel entirely dedicated to protecting the planet, a theme more than ever at the heart of the French public's concerns, Ushuaïa TV celebrated its 20th anniversary in 2025. Through a rich and varied array of documentaries, magazines and films, the channel invites viewers to explore the world and marvel at its inexhaustible beauty, but also, and above all, to protect it. Some

       3.3 million television viewers watched Ushuaïa TV every month in 2025, making it the channel's best year yet.

     • As a generalist channel on historical topics, Histoire TV delivers an extensive and engaging line-up of documentaries, magazines, dramas and films. With its focus on civilisations, wars, contemporary history and geopolitics, not to mention art and heritage, the channel has worked on producing the very best history programmes for more than 25 years. Histoire TV is France's leading discovery channel and had over 3.7 million viewers per month in 2025.

     ‌1 Médiamat'Thématik figures for January-June 2025.

     Subsidiaries

     e-TF1

     Revenue rose sharply year on year, fuelled in

     particular by TF1+'s advertising revenue.

     TF1 Production

     Revenue rose slightly compared with 2024, partly due to the larger number of entertainment programmes such as Ninja Warrior and Danse avec les Stars.

     Music/events

     Revenue fell year on year, with special live shows (Star Academy tour, Mamma Mia) partly offsetting the impact of deconsolidating Play Two.

     TF1 Business Solutions

     Revenue was down slightly relative to 2024, mainly due to a decline in business activity at TF1 Factory caused by the discontinuation of short programmes sponsored by Matmut and McDonald's.

     TF1 Films Production

     Revenue rose slightly year on year, with 18 films released in theatres in 2025: Les Tuche 5 (Cod Save the Tuche); Mercato; Délocalisés; 100 Millions !; Natacha (presque) hôtesse de l'air; Anges € Cie, aka Deux anges (Match Made in Heaven); Doux Jésus; Certains l'aiment chauve (Some Like It Bald); Comme des riches; Dracula: A Love Tale; Les Orphelins (The Orphans); Regarde (See the Sea); C'était mieux demain, L'Homme qui rétrécit (The Incredible Shrinking Man), T'as pas changé (Class Reunion), Cérald le conquérant (Cerald the Conqueror), Chasse royale and L'Âme idéale (You Found Me).

     Studio TF1

     Studio TF1's revenue totalled €376 million in 2025, up 9.2% year on year. It included a €44 million contribution from JPC, as opposed to

     €24 million in the year-earlier period1.

     Excluding JPC, Studio TF1's revenue still rose

     in 2025, due in particular to:

     • The daily soap Tout pour la lumière (All for Light) on TF1 and Netflix;

     • The production of the Flemish version of Dancing with the Stars;

     • Deliveries to streaming platforms such as the documentary De rockstar à tueur : Le cas Cantat (From Rock Star to Killer) for Netflix and, in the drama category, the third season of Memento Mori for Prime Video and Cirl Taken for Paramount+;

     • Successful theatrical releases of the films Y'a pas de réseau (No Signal!), Avignon and Chasse gardée 2 (Came Reserve 2).

     Studio TF1's current operating profit from activities was €40 million in 2025, up €2 million year on year. This equated to a current operating margin from activities of 10.7%, similar to the 2024 figure.

     ‌1 As a reminder, the first consolidation of JPC in Studio TF1's

     financial statements was during the third quarter of 2024.

3. ‌Corporate social responsibility

   Corporate social responsibility (CSR) is integral to the TF1 group's strategy and has two main cornerstones: (i) setting an example with its internal business conduct, in terms of reducing its environmental footprint and fostering diversity and inclusion within its teams, and (ii) playing a major role in society by contributing to social and environmental change through the content it broadcasts on its TV channels and on TF1+. The approach has three key aspects:

   Contributing to the ecological transition

   • Reducing the carbon footprint of the Croup's own activities and those of its sector

   • Raising awareness of the ecological transition among the Croup's audiences

   • Promoting more responsible advertising

     Acting in favour of inclusive and fulfilling environments across society

   • Cultivating diversity, inclusion and

     engagement within the Croup's teams

   • Ensuring health, safety and well-being at work

   • Championing diversity and encouraging solidarity in society

     Strengthening the Croup's role as a trusted

     media outlet

   • Ensuring ethical news reporting and promoting media education

   • Protecting personal data and upholding business ethics

   • Conducting the Croup's business

1.7. Human resources update

‌1.8. Movements in share capital

1.10. Stock market performance

1. ‌Covernance

   After noting the opinion of the Selection and Remuneration Committee, the Board of Directors will submit a proposal to the next Ceneral Meeting to renew Olivier Bouygues' term of office as Director, which will end at the close of that meeting.

   If that proposal is accepted, TF1's Board of Directors would still include three independent directors, a proportion of 37.5% (higher than the one-third minimum recommended by the AFEP-MEDEF code) and five women, a proportion of 55% (higher than the 40% minimum required by the French Commercial Code.

   For the determination of the percentage of independent directors, employee representatives (including the director representing employee shareholders) are not considered.

   For the application of gender-balanced representation rules, only directors belonging to the general board of directors-excluding employee representatives, who are now assigned to a separate college under Ordinance No. 2024-934 of October 15, 2024-are considered.

2. ‌Outlook

   At a time when video consumption habits are changing rapidly, the Croup's ambition is to establish itself as the primary premium destination on TV screens for family entertainment and quality news in French.

   The Croup's strategic priorities are to:

   • Strengthen the Croup's leadership in

     the linear advertising market;

   • Become the leading free streaming platform in France and in French-speaking markets;

   • Reinforce Studio TF1's position on the international stage by leveraging the TF1 brand's appeal.

     In the Media segment, the TF1 group will continue to offer the best array of free, family-

     oriented and serialised entertainment. In particular, the first quarter of 2026 will see the return of some major franchises - Koh-Lanta, Dancing with the Stars and The Voice - that have large digital audiences (particularly among young targets). The hit drama Cat's Eyes will return for its second season.

     Throughout the year, the Croup will also offer a wide range of sports: in rugby, it will show a large number of Six Nations and Nations Championship matches; in football, it will screen friendlies played by the French national team as well as Nations League matches; and it will broadcast the Women's Basketball World Cup.

     For the Croup's ad sales house, 2026 will be a year of transformation. After changing the length of its ad pricing unit in 2025, the Croup overhauled its linear advertising offering on 1 January 2026, featuring a new segmentation that is more suited to market expectations and that takes full advantage of TF1's leadership in prime-time TV.

     The transformation also includes the launch of TF1 Ad Manager in January 2026, a unified platform for agencies and advertisers that makes it easier for them to do their media buying and oversee ad campaigns (on TV or digital). The platform makes use of artificial intelligence at each stage of the process, and in particular helps clients create ad content. The platform also aims to address a new segment of the market, making television accessible to SMEs and business networks through the dedicated TF1 Pub Pro offering.

     After launching TF1+ in January 2024 and having positioned it in the advertising market as a premium alternative to YouTube, the Croup has entered the second phase of its strategic plan and its priorities in 2026 are to:

   • Ramp up micropayments, which have shown very promising results since they were launched in September 2025. In 2026, the Croup will expand its catalog of eligible content for micropayments and strengthen the editorialization around these offerings to maximize their visibility among viewers. The roll-out of micropayments in telecom operators'

     set-top boxes will continue, and will include integrated payment solutions to make purchases easier.

   • Extend the distribution of the Croup's content, with the groundbreaking agreement signed with Netflix coming into force in the summer of 2026. All Netflix subscribers in France will be able to watch TF1 group channels and TF1+ on-demand content directly on Netflix. This unprecedented alliance will enable the Croup to extend its coverage, allowing its TF1+ platform to reach new audiences and opening up new horizons in terms of advertising.

     For Studio TF1, and Studio TF1 America in particular, activity will be focused on the second half of the year, as it has been in previous years. 2026 will also bring the launch of the Croup's new theatrical film distribution business, with four films already scheduled for release, including the Jean Moulin biopic starring Cilles Lellouche. This is a key milestone for the Croup, allowing Studio TF1 to support productions right up until they are released in cinemas.

     Capitalizing on its strategy, its new digital initiatives and its solid financial position, the Croup's targets are as follows:

     • Strong double-digit revenue growth in digital in 2026;

     • Aim for a growing dividend policy in the coming years.

     In a context of changing consumption habit and given a macroeconomic and political environment still characterised by uncertainty and instability, the linear advertising market is expected to remain under strong pressure in 2026.

     While moving forward with its digital transition, the Croup intends to maintain a margin from activities before capital gains in the mid-to-high single digits in 2026, depending on linear market developments.

3. ‌Diary dates

‌2.Condensed consolidated Financial Statements of 2025

‌2.2. Statement of recognised income and expense

1. ‌Consolidated cash flow statement

   (€m)	Note	Full year	Full year
   		2025	2024
   Net profit/(loss) from continuing operations		165.1	210.5
   Net charges to/(reversals of) depreciation, amortisation & impairment of property, plant and equipment and intangible assets, and non-current provisions	6.2.1	411.3	408.3
   Depreciation, impairment and other adjustments on right-of-use assets		12.2	14.0
   Other non-cash income and expenses	6.2.2	(121.0)	(87.5)
   Gains and losses on asset disposals		(15.8)	(25.7)
   Share of net profits/losses of joint ventures and associates, net of dividends received		6.7	1.1
   Dividends from non-consolidated companies		(0.2)	(0.1)
   Income taxes paid		(75.4)	(70.1)
   Income taxes, including uncertain tax positions	5.11	64.1	67.3
   Cash flow after income from net surplus cash/cost of net debt, interest expense on lease liabilities and income taxes paid		447.0	517.8
   Reclassification of cost of net debt/income from net surplus cash and interest expense on lease liabilities		(4.6)	(12.7)
   Changes in working capital requirements related to operating activities (including current impairment and provisions) (1)	6.2.3	14.3	(30.1)
   Net cash generated by/(us ed in) operating activities		456.7	475.0
   Purchase price of property, plant & equipment and intangible assets		(358.4)	(313.5)
   Proceeds from disposals of property, plant & equipment and intangible assets		8.5	33.6
   Net liabilities related to property, plant & equipment and intangible assets		2.3	(7.8)
   Purchase price of non-consolidated companies and other investments		(30.0)	(0.2)
   Proceeds from disposals of non-consolidated companies and other investments		0.1	0.2
   Net liabilities related to non-consolidated companies and other investments		-	-
   Purchase price of investments in consolidated entities, net of acquired cash		-	(86.6)
   Proceeds from disposals of investments in consolidated entities, net of divested cash		45.7	2.7
   Net liabilities related to consolidated activities		(2.4)	5.6
   Other cash flows related to investing activities: changes in loans, dividends received from non-consolidated companies		15.6	(6.3)
   Net cash generated by/(us ed in) investing activities		(318.6)	(372.3)
   Capital increases/(reductions) paid by shareholders and non-controlling interests and other transactions between shareholders		(7.0)	(35.8)
   Dividends paid to shareholders of the parent company		(126.6)	(116.1)
   Dividends paid by consolidated companies to non-controlling interests		(8.1)	(2.3)
   New borrowings contracted	7.6.1	8.4	130.3
   Repayments of borrowings	7.6.1	(18.8)	(42.7)
   Repayments of lease liabilities	7.6.1	(11.8)	(9.3)
   Cost of net debt/income from net surplus cash and interest expense on lease liabilities		4.4	12.7
   Net cash generated by/(us ed in) financing activities		(159.5)	(63.2)
   EFFECT OF FOREIGN EXCHANGE FLUCTUATIONS		(3.7)	0.9
   Effect of changes in accounting policy		-	-
   CHANGE IN NET CASH POSITION		(25.1)	40.4
   Net cash position at start of period		707.2	666.8
   Net cash flows		(25.1)	40.4
   Held-for-sale assets and operations		-	-
   Net cash position at end of period		682.1	707.2

   (1) Current assets minus current liabilities excluding (i) income taxes, (ii) receivables/liabilities related to property, plant and equipment and intangible assets, (iii) current debt, (iv) current lease liabilities , and (v) financial instruments used to hedge debt, which are classified in financing activities.

2. ‌Consolidated balance sheet - Asset

   ASSETS (€m)	Note	31/12/2025	31/12/2024
   Goodwill	7.4.1	768.4	788.0
   Intangible assets	7.1	361.6	361.9
   Property, plant and equipment	7.4.2	203.6	211.1
   Right-of-use assets	7.4.3	50.2	63.6
   Investments in joint ventures and associates	7.4.4	25.8	6.6
   Other non-current financial assets	7.4.5	43.8	39.4
   Deferred tax assets		-	-
   NON-CURRENT ASSETS		1,453.4	1,470.6
   Inventories	7.2	420.4	414.5
   Advances and down-payments made on orders	7.3.1	130.0	133.6
   Trade receivables	7.3.1	645.2	714.7
   Customer contract assets		-	-
   Current tax assets		16.1	4.1
   Other current receivables	7.3.1	397.1	434.0
   Financial instruments - Hedging of debt		1.0	3.7
   Other current financial assets		0.8	0.7
   Cash and cash equivalents	7.6.1	682.3	708.2
   CURRENT ASSETS		2,292.9	2,413.5
   Held-for-sale assets and operations		-	-
   TOTAL ASSETS		3,746.3	3,884.1
   Net surplus cash/(net debt)	7.6.1	514.6	506.1

3. ‌Consolidated balance sheet - Liabilities and equity

‌2.6. Consolidated statement of changes in shareholders' equity

‌2.7. Notes to the condensed consolidated financial statements