A Société Anonyme (public limited company) with a share capital of €42,206,849.80 Registered office : 1, quai du Point du jour, 92100 Boulogne Billancourt, France Company Registration No. 326 300 159 Nanterre - APE code: 6020A
CONVENING NOTICEShareholders are convened to the Combined General Meeting that will be held, on Thursday April 16th, 2026 at 9:30 am (Paris time) at registered office, 1, quai du Point du jour, 92100 Boulogne-Billancourt, France, to consider the agenda and the draft resolutions presented below.
A live audiovisual broadcast of the entire Annual General Meeting is planned. The link to this broadcast will be available on the day of the meeting, on the https://www.groupe-tf1.fr/ website, in the Investors > Shareholders' Meeting section. The recording will be available for consultation on the TF1 website, in the Investors > Shareholders' Meeting 2026 section, no later than seven business days after the date of the meeting, and for at least two years from the date it is posted online, in accordance with the provisions of articles L. 22-10-38-1 and R.22-10-29-1 of the French Commercial Code.
AgendaOrdinary General Meeting
Approval of the financial statements for the 2025 financial year,
Approval of the consolidated financial statements for the 2025 financial year,
Appropriation of 2025 earnings,
Approval of regulated agreements referred to in Articles L.225-38 et seq. of the French Commercial Code,
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,
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,
Approval of the remuneration policy applicable for Rodolphe Belmer as Chairman and Chief Executive Officer,
Approval of the remuneration policy for Directors,
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.
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.
Extraordinary General Meeting
Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares, for an eighteen-month period,
Amendment to Article 21 of the Articles of Association,
Authorisation to carry out formalities.
Draft resolutionsThe notice of Meeting, containing the draft resolutions submitted by the Board of Directors to the Combined General Meeting for approval, was published in the official gazette, Bulletin des Annonces Légales Obligatoires - BALO, No. 26 on 2 March 2026, and subsequently rectified in the BALO No. 30 on 11 March 2026 due to a material error.
The text of the resolutions to be submitted to the vote of the Annual General Meeting complies with the text published in the Bulletin des Annonces Légales Obligatoires on 2 March 2026.
PARTICIPATION IN THE COMBINED ANNUAL GENERAL MEETINGAll shareholders are entitled to participate in this meeting regardless of the number of shares they hold, under the conditions stipulated below, by attending in person, by being represented by a natural person or legal entity of their choice, or by the Chairman of the meeting, or by voting by correspondence.
In accordance with the provisions of Article R. 22-10-28 III of the Commercial Code, when a shareholder has already voted by correspondence, or sent a proxy or requested an admission card or an attendance certificate to attend the General Meeting, he or she may no longer choose to participate in a different manner.
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Formalities for participating in the meeting
Only shareholders having confirmed their status at the latest on the fifth business day preceding the meeting, namely by and before at 00:00, Paris time on Thursday 9 April 2026, in the manner indicated below, may participate in the meeting.
For all shareholders wishing to attend the meeting, be represented or vote by correspondence, it is mandatory:
- in the case of registered shareholders: for their shares to be entered in the registered share account by and before at 00:00, Paris time on Thursday 9 April 2026.
in the case of bearer shareholders: for the authorised intermediary managing their securities account, to prepare a participation certificate "attestation de participation" confirming book entry of their shares in its account by and before at 00:00, Paris time on Thursday 9 April 2026.
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Arrangements for participating in the meeting
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Attending the meeting
The reception and the sign-in will take place from 8:30 a.m.
Shareholders wishing to attend the meeting in person must request an admission card "carte
d'admission" as early as possible in order to receive it in time.
Requesting an admission card "carte d'admission" by post
Registered shareholders can request an admission card "carte d'admission" from TF1, Service Titres - C/O Bouygues - 32 avenue Hoche, 75008 Paris, France (toll-free number in France only: 0 805 120 007); registered shareholders who have not received their admission card may attend the meeting directly.
Bearer shareholders can ask the authorised intermediary managing their securities account to ensure that TF1 sends them an admission card "carte d'admission" on the basis of the participation certificate "attestation de participation" issued by said intermediary. Said admission card can be used directly to attend the meeting in person. Should bearer shareholders not receive their admission card in time or if they mislay, they can ask the authorised intermediary managing their securities account to issue the participation certificate directly to them and attend the meeting with said participation certificate.
Requesting an admission card "carte d'admission" by internet
Registered shareholders can request an admission card "carte d'admission" on the Votaccess secure platform by connecting to the https://serviceactionnaires.tf1.fr website and entering their login and password sent to them by TF1 in the post. Shareholders must follow the instructions displayed on the screen.
Bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform can connect to the internet portal of their financial intermediarywith their usual login codes and click on the icon displayed on the line corresponding to TF1 shares to access Votaccess. Shareholders must follow the instructions displayed on the screen.
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Voting by correspondence
Voting by correspondence by post.
Shareholders not attending the meeting and wishing to vote by correspondence must do as follows:
- in the case of registered shareholders: return the postal vote form sent to them with the Convening Notice, to TF1 - Service Titres - C/O Bouygues - 32 avenue Hoche, 75008 Paris.
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in the case of bearer shareholders: ask the authorised intermediary which manages their securities account for a postal vote form and return it with the attendance certificate at TF1 -Service Titres - C/O Bouygues - 32 avenue Hoche - 75008 Paris.
The postal vote form will also be available form on Thursday 26 March 2026 on the company's
website at https://www.groupe-tf1.fr, under Investors / General Meeting.
The duly completed and signed postal vote forms (accompanied by the attendance certificate "attestation de participation" in the case of the bearer shareholders) must be sent by post to TF1 -Service Titres - C/O Bouygues - 32 avenue Hoche, 75008 Paris.
To be taken into account, postal vote forms must reach TF1 - Service Titres - C/O Bouygues - 32 avenue Hoche, 75008 Paris, no later on Sunday 12 April 2026 at 00:00 (Paris time).
Voting by correspondence by internet
TF1 also gives shareholders (full owners) the option of voting by internet, before the meeting, on the Votaccess secure platform that can be accessed as indicated below.
registered shareholders can connect to the https://serviceactionnaires.tf1.fr website by entering their login and password, and clicking on "Vote by internet" on the home page; Shareholders must then follow the instructions displayed on the screen;
- bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform can connect to the internet portal of their financial intermediary with their usual login codes and click on the icon displayed on the line corresponding to TF1 shares to access Votaccess. Shareholders must then follow the instructions displayed on the screen.
Votaccess will be accessible from Monday 30 March 2026 at 9.00am until at 3 p.m., Paris time, on Wednesday 15 April 2026, the last business day preceding the meeting.
In order to avoid potential congestion on Votaccess, shareholders are advised not to wait until the last few days before the meeting to connect and vote.
- Designating a proxy
Shareholders not attending the meeting may be represented by giving proxy to the Chairman of the General Meeting, their spouse, their civil-union (PACS) partner, another shareholder or any other natural person or legal entity of their choice, in accordance with Articles L. 225-106 et L. 22-10-39 of the Commercial Code.
In accordance with the provisions of Article R. 225-79 of the Commercial Code, the proxy given by a shareholder must be signed by the shareholder. He/she shall indicate his/her last name, first name and address, and may designate a representative, whose last name, first name and address must be given, or, in the case of a legal entity, the denomination or corporate name and the registered office. The representative is not authorised to replace himself/herself by another person.
Shareholders may cancel a proxy in writing, in the same way as they appointed the proxy, and send the cancellation to the company by the shareholder.
When no representative is designated as the proxy, the Chairman of the General Meeting will vote for draft resolutions presented or approved by the Board of Directors and vote against all other draft resolutions. To cast a different vote, shareholders must designate a representative who will agree to vote in the way they indicate.
Designating a proxy by post.
Shareholders who wish to be represented must do as follows:
- in the case of registered shareholders: return to the company in the manner indicated below the proxy vote form sent to them with the Convening Notice;
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in the case of bearer shareholders: ask the authorised intermediary managing their securities account for a proxy vote form.
The proxy vote form will also be available on the company's website at https://www.groupe-tf1.fr, under Investors / General Meeting.
The duly completed and signed proxy vote forms (accompanied by the participation certificate "attestation de participation" in the case of the bearer shareholders) must be sent by post to TF1 -Service Titres - C/O Bouygues - 32 avenue Hoche, 75008 Paris.
To be taken into account, the designations or revocations of representatives transmitted must be received at the latest on the day preceding the meeting, namely Wednesday 15 April 2026 at 3 pm, Paris time.
Designating a proxy by internet
Shareholders who wish to designate a proxy by internet must do as follows:
in the case of registered shareholders: connect to the https://serviceactionnaires.tf1.fr website by entering their login and password, and clicking on "Vote by internet" on the home page; Shareholders must follow the instructions displayed on the screen;
- in the case of bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform: connect to the internet portal of their financial intermediary with their usual login codes and click on the icon displayed on the line corresponding to TF1 shares to access Votaccess. Shareholders must follow the instructions displayed on the screen.
In accordance with the provisions of Article R. 22-10-24 of the Commercial Code, to be taken into account, the designations or revocations of representatives transmitted electronically must be received at the latest on the day preceding the meeting, namely Wednesday 15 April 2026 at 3 pm, Paris time.
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Attending the meeting
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Written questions
In accordance with Article R. 225-84 of the Commercial Code, all shareholders are entitled to submit questions in writing, to which the Board of Directors is obliged to respond during the meeting. A single response may be given to questions addressing the same issue. A question will be considered answered if the response is posted in the Q&A section of the company's website.
Written questions shall be submitted at the latest on the fourth business day preceding the General Meeting, namely midnight (CET) on Friday 10 April 2026 (at the end of the calendar day), either by registered letter with acknowledgement of receipt addressed to the Chairman of the Board of Directors, TF1 - boîte 61 - 1, quai du Point du jour, 92100 Boulogne Billancourt, France, or by e-mail to tf1questionecriteag2026@tf1.fr. In the case of bearer shareholders, questions must be accompanied by a book entry certificate confirming that the bearer shares are in the accounts held by an intermediary mentioned in Article L. 211-3 of the Monetary and Financial Code.
Only written questions within the meaning of Article R. 225-84 may be sent to the company; no other requests or notifications concerning other subjects can be considered and/or processed in this way.
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Documents made available to shareholders
Documents and information relating to the Annual General Meeting will be made available to shareholders at the registered office, Direction Juridique Groupe - 1, quai du Point du Jour, 92100 Boulogne Billancourt, France, under the conditions stipulated by applicable legal and regulatory provisions.
Furthermore, the documents and information provided for in Article R. 22-10-23 of the Commercial Code can be accessed on the company's website https://www.groupe-tf1.fr, under Investors / General Meeting.
- Transactions involving the temporary transfer of shares
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Formalities for participating in the meeting
All persons who come to hold, on a temporary basis, a number of shares representing more than 0.5% of the voting rights must notify the company and the AMF, under the conditions stipulated in Article L. 22-10-48 of the Commercial Code and Article 223-38 of the AMF General Regulation, at the latest on the fifth business day preceding the meeting, namely by and before namely by and before at 00:00, Paris time on Thursday 9 April 2026.
In accordance with AMF Instruction No. 2011-04, the persons concerned must send the AMF the requisite information by e-mail to: declarationpretsemprunts@amf-france.org.
They must send the company the same information by e-mail to: declarationpretemprunt2026@tf1.fr.
If the company and the AMF are not informed under the aforementioned conditions, the voting rights attached to shares acquired through the temporary transactions concerned will be suspended for the Combined Ordinary and Extraordinary General of 16 April 2026 and for all General Meetings that are held until said shares are sold or returned.
The Board of Directors
English translation for information purposes

