TF1 COMBINED ANNUAL GENERAL MEETING OF 17 APRIL 2024
TF1 held its Combined Annual General Meeting of shareholders on 17 April 2024 at 9.30am (CET), at the registered office, with Chairman and CEO Rodolphe Belmer in the chair.
Shareholders were able to vote by correspondence, by internet, and during the meeting,and submit any questions before and during the meeting.
A total of 2,023 shareholders participated in the meeting for Ordinary business, representing 185,852,780 shares and 185,852,780 voting rights and a total of 2,022 shareholders participated in the meeting for Extraordinary business, representing 185,852,670 shares and 185,852,670 voting rights, equivalent to 88.12% % of the total voting rights.
Results of the vote on the resolutions | ||
Total number of shares with voting rights | 210,897,781 | |
Number of votes | 210,897,781 | |
Number of shareholders present, represented, or | Ordinary General Meeting | 2,023 |
having voted by correspondence | Extraordinary General Meeting | 2,022 |
Number of shares/votes by shareholders present, | Ordinary General Meeting | 185,852,780 |
represented, or having voted by correspondence | Extraordinary General Meeting | 185,852,670 |
The shareholders adopted all the resolutions proposed by the Board of Directors.
Resolutions within the competence of the Ordinary General Meeting | ||||||||
N° | Result | For | Against | Abstained | ||||
Number of votes | % | Number of votes | % | Number of votes | ||||
1 | Carried | Approval of the financial statements for the 2023 financial year | ||||||
184,081,226 | 99.11% | 1,644,877 | 0.89% | 126,677 | ||||
2 | Carried | Approval of the consolidated financial statements for the 2023 financial year | ||||||
184,077,912 | 99.11% | 1,645,924 | 0.89% | 128,944 | ||||
3 | Carried | Appropriation of 2023 earnings and setting of dividend (€0.55 per share) | ||||||
183,895,052 | 98.95% | 1,949,986 | 1.05% | 7,742 | ||||
4 | Carried | Approval of regulated agreements referred to in Articles L. 225-38 et seq. of the French | ||||||
Commercial Code (1) | ||||||||
46,780,726 | 52.13% | 42,957,962 | 47.87% | 51,918 | ||||
Approval of the components of total remuneration and benefits of any nature paid in or | ||||||||
5 | Carried | granted for the 2023 financial year to Rodolphe Belmer as Chief Executive Officer until 13 | ||||||
February 2023 | ||||||||
146,765,333 | 79.08% | 38,830,237 | 20.92% | 257,210 | ||||
Approval of the components of total remuneration and benefits of any nature paid in or | ||||||||
6 | Carried | granted for the 2023 financial year to Rodolphe Belmer as Chairman and Chief Executive | ||||||
Officer as from 13 February 2023 | ||||||||
146,762,709 | 79.08% | 38,830,998 | 20.92% | 259,073 | ||||
Approval of the information concerning the remuneration of the corporate officers described | ||||||||
7 | Carried | under Article L.22-10-9 of the French Commercial Code, paid in or granted for the 2023 | ||||||
financial year | ||||||||
148,292,892 | 79.81% | 37,514,551 | 20.19% | 45,337 | ||||
8 | Carried | Approval of the remuneration policy applicable for Rodolphe Belmer as Chairman and Chief | ||||||
Executive Officer | ||||||||
156,946,443 | 84.47% | 28,860,677 | 15.53% | 45,660 |
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COMBINED ANNUAL GENERAL MEETING OF 17 APRIL 2024
9 | Carried | Approval of the remuneration policy for Directors | |||||||
183,756,666 | 98.90% | 2,051,348 | 1.10% | 44,766 | |||||
10 | Carried | Reappointment of the company SCDM as Director for a three-year term | |||||||
159,144,922 | 85.66% | 26,651,951 | 14.34% | 55,907 | |||||
11 | Carried | Reappointment of the company Bouygues as Director for a three-year term | |||||||
161,692,742 | 87.01% | 24,133,041 | 12.99% | 26,997 | |||||
12 | Carried | Recording of the appointment of the Directors representing the employees for a three-year | |||||||
term | |||||||||
181,651,515 | 97.76% | 4,158,409 | 2.24% | 42,856 | |||||
13 | Carried | Appointment of the Director representing employee shareholders for a three-year term | |||||||
180,788,998 | 97.30% | 5,023,523 | 2.70% | 40,259 | |||||
14 | Carried | Appointment of Ernst & Young Audit as Statutory Auditor in charge of sustainability reporting | |||||||
183,470,890 | 98.81% | 2,208,325 | 1.19% | 173,565 | |||||
15 | Carried | 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 | |||||||||
152,484,917 | 82.06% | 33,347,243 | 17.94% | 20,620 | |||||
(1) The shareholders with an interest, representing 96,062,174 votes, did not take part in this vote | |||||||||
Resolutions within the competence of the Extraordinary General Meeting | |||||||||
N° | Result | For | Against | Abstained | |||||
Number of votes | % | Number of votes | % | Number of votes | |||||
16 | Carried | Authorisation granted to the Board of Directors to reduce the share capital by cancelling | |||||||
treasury shares held by the company, for an eighteen-month period | |||||||||
184,183,189 | 99.11% | 1,647,281 | 0.89% | 22,200 | |||||
17 | Carried | Authorisation to carry out formalities | |||||||
184,212,649 | 99.13% | 1,613,825 | 0.87% | 26,196 |
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COMBINED ANNUAL GENERAL MEETING OF 17 APRIL 2024
Governance
Composition of the Board of Directors and the Board committee as of 17 April 2024 :
Chairman and Chief Executive Officer : Rodolphe BELMER
Directors :
- Olivier BOUYGUES, Director of BOUYGUES
- Catherine DUSSART, Director - independent
- Sophie LEVEAUX, Director - Representing employees
- Marie-AudeMOREL, Director - Representing employee shareholders
- Orla NOONAN, Director - independent
- Marie PIC-PÂRIS ALLAVENA - Director - independent
- Olivier ROUSSAT, Director - Chief Executive Officer of BOUYGUES
- Yoann SAILLON, Director - Representing employees
- BOUYGUES, Director - represented by Pascal GRANGE
- SCDM, Director - represented by Charlotte BOUYGUES
Censor - Non-Voting Director : Didier CASAS
Composition of the Audit Committee : Marie PIC-PÂRIS ALLAVENA (Chair), Orla NOONAN and Pascal GRANGE (committee members).
Composition of the Ethics, CSR and Patronage Committee : Catherine DUSSART (Chair), Didier CASAS, Marie-Aude MOREL and Yoann SAILLON (committee members).
Composition of the Selection and Remuneration Committee : Orla NOONAN (Chair), Catherine DUSSART, Sophie LEVEAUX and Olivier ROUSSAT (committee members).
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Disclaimer
TF1 - Television Francaise 1 SA published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2024 13:03:01 UTC.
