TF1 : NOTICE OF MEETING PUBLISHED IN THE BALO (OFFICIAL GAZETTE) OF FEBRUARY 15, 2023

TÉLÉVISION FRANÇAISE 1 - TF1

A Société Anonyme (public limited company) with a share capital of €42,097,127 €

Registered office: 1, quai du Point du jour, 92100 Boulogne Billancourt, France

Company Registration No. 326 300 159 Nanterre - APE code: 6020A

NOTICE OF MEETING

The shareholders are invited to attend the Combined Ordinary and Extraordinary General Meeting that will be held on Friday April 14th, 2023 at 9:30 am (Paris time) at 1, quai du Point du jour, 92100 Boulogne Billancourt, France, to consider the following agenda and draft resolutions.

Agenda

Ordinary General Meeting

1. Approval of the financial statements for the 2022 financial year,
2. Approval of the consolidated financial statements for the 2022 financial year,
3. Appropriation of 2022 earnings and setting of dividend,
4. Approval of regulated agreements referred to in Articles L.225-38 et seq. of the French Commercial Code,
5. Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Rodolphe Belmer as Chief Executive Officer as from 27 October 2022,
6. Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Gilles Pélisson as Chairman as from 27 October 2022,
7. Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Gilles Pélisson as Chairman and Chief Executive Officer until 27 October 2022,
8. Approval of the information concerning the remuneration of the corporate officers described under Article L.22-10-9 of the French Commercial Code,
9. Approval of the remuneration policy applicable for Rodolphe Belmer, as Chief Executive Officer until 13 February 2023 and as Chairman and Chief Executive Officer as from 13 February 2023,
10. Approval of the remuneration policy for Directors,
11. Ratification of the cooptation as Director of Rodolphe Belmer,
12. Reappointment of Olivier Bouygues as Director for a three-year term,
13. Reappointment of Catherine Dussart as Director for a three-year term,
14. 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 18-month period.

Extraordinary General Meeting

1. Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares held by the company, for an 18-month period,
2. Delegation of competence to the Board of Directors to increase the share capital with pre-emptive rights for existing shareholders maintained, by issuing ordinary shares and any securities which are capital securities giving access to the company's other capital securities, or granting allocation of debt securities or any securities giving access to capital securities to be issued, for a 26-month period,
3. Delegation of competence to the Board of Directors to increase the share capital by incorporating share premiums, reserves, earnings or others, for a 26-month period,
4. Delegation of competence to the Board of Directors, for a 26-month period, to increase the share capital by way of public offerings other than those mentioned in Article L.411-2 of the French Monetary and Financial Code, without pre-emptive rights for existing shareholders, by issuing shares and all securities giving immediate and/or deferred access to shares in the company,
5. Delegation of competence to the Board of Directors to increase the share capital by way of public offerings mentioned in Article L.411-2 1° of the French Monetary and Financial Code, without pre-emptive rights for existing shareholders, by issuing shares and all securities giving immediate or deferred access to the shares in the company, for a 26-month period,
6. Authorisation to the Board of Directors to set the price, in accordance with the terms decided by the General Meeting, for immediate or future issues of equity securities, without pre-emptive rights for existing shareholders, for a 26-month period,

Page 1 of 23

English translation for information purposes

1. Delegation of competence to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without pre-emptive rights for existing shareholders, for a 26-month period,
2. Delegation of powers to the Board of Directors to increase the share capital without pre-emptive rights for existing shareholders, as consideration for contributions in kind to the company consisting of another company's equity securities or securities giving access to its capital, outside of a public exchange offer, for a 26-month period,
3. Delegation of competence to the Board of Directors to increase the share capital, without pre- emptive rights for existing shareholders, as consideration for securities tendered a public exchange offer initiated by the company, for a 26-month period,
4. Delegation of competence to the Board of Directors to increase the share capital, without pre- emptive rights for existing shareholders, for the benefit of employees or corporate officers of the Company or related companies who are members of a company savings scheme, for a 26-month period,
5. Amendment to Article 10 of the Articles of Association concerning the term of office of the employee representative Directors,
6. Creation of a new Article 16 of the Articles of Association entitled "Censor",
7. Authorisation to carry out formalities.

ORDINARY GENERAL MEETING

FIRST RESOLUTION

(Approval of the financial statements for the 2022 financial year)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report and the Statutory Auditors' report, approves the individual financial statements for the year ended 31 December 2022 as presented, as well as the transactions reflected in those financial statements and summarised in those reports, showing a net profit of €135 861 449,87.

SECOND RESOLUTION

(Approval of the consolidated financial statements for the 2022 financial year)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, having acquainted itself with the consolidated financial statements for year ended 31 December 2022 and the Board of Directors' report and statutory auditors' report, approves the consolidated financial statements for the 2022 financial year as presented, as well as the transactions

reflected in those financial statements and summarized in those reports, showing a net profit Group share of €176,1 million.

THIRD RESOLUTION

(Appropriation of 2022 earnings and setting of dividends)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, notes that, taking into account the net profit for the financial year ended 31 December 2022 of €135 861 449,87 and retained earnings of €345 248 520,73, the distributable earnings amount to €481 109 970,60.

The General Meeting resolves, on the proposal of the Board of Directors, to appropriate earnings as follows:

€

Result for the year	135 861 449,87
Retained earnings (credit)	345 248 520,73
Appropriation
Ordinary dividend (a)	105 242 817,50
Retained earnings	375 867 153,10

(a)€0,50 x 210 485 635 capital shares (number of shares at 31 December 2022)

The ex-date for the Euronext Paris market will be 20 April 2023 and the dividend will be payable in cash on 24 April 2023 based on positions qualifying for payment on the evening of 21 April 2023.

Page 2 of 23

English translation for information purposes

The entire dividend is eligible for the 40% tax relief mentioned in paragraph 2 of Article 158-3 of the French General Tax Code for taxpayers who have elected liability for income tax on a sliding scale basis.

The General Meeting authorises the appropriation to retained earnings of the dividends on the shares that TF1 is authorised to hold as treasury shares, in accordance with Article L.225-210 of the French Commercial Code.

In accordance with law, the General Meeting notes that the following dividends were distributed in respect of the three preceding financial years:

	2019	2020	2021
Number of shares	210 242 074	210 392 991	210 485 635
Unit dividend	€0	€0,45	€0,45
Total dividend (a) (b)	€0	€94 676 845,95	€94 718 535,75

1. Dividends actually paid, with deduction where applicable for shares held by TF1 not entitled to distribution.
2. Dividends eligible for the 40% rebate provided for in Article 158.3.2° of the French General Tax Code.

FOURTH RESOLUTION

(Approval of regulated agreements referred to in Articles L.225-38 et seq. of the French Commercial Code)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the special auditors' report on related-party agreements covered by article L.225-38 et seq. of the French Commercial Code, approves the related-party agreements presented in this report and not yet approved by the General Meeting.

FIFTH RESOLUTION

(Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Rodolphe Belmer as Chief Executive Officer as from 27 October 2022)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L.22-10-34 II of the French Commercial Code, and having acquainted itself with the corporate governance report referred to in Article L.225-37 of the French Commercial Code, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during or awarded in respect of the financial year ended on 31 December 2022 to Rodolphe Belmer in his capacity as Chief Executive Officer as from 27 October 2022, as described in Section 3.4 of the 2022 universal registration document.

SIXTH RESOLUTION

(Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Gilles Pélisson as Chairman as from 27 October 2022)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L.22-10-34 II of the French Commercial Code, and having acquainted itself with the corporate governance report referred to in Article L.225-37 of the French Commercial Code, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during or awarded in respect of the financial year ended on 31 December 2022 to Gilles Pélisson in his capacity as Chairman as from 27 October 2022, as described in Section 3.4 of the 2022 universal registration document.

SEVENTH RESOLUTION

(Approval of the components of total remuneration and benefits of any nature paid in or granted for the 2022 financial year to Gilles Pélisson as Chairman and Chief Executive Officer until 27 October 2022)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L.22-10-34 II of the French Commercial Code, and having acquainted itself with the corporate governance report referred to in Article L.225-37 of the French Commercial Code, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during or awarded in respect of the financial year ended on 31 December 2022 to Gilles Pélisson in his capacity as Chairman and Chief Executive Officer until 27 October 2022, as described in Section 3.4 of the 2022 universal registration document.

Page 3 of 23

English translation for information purposes

EIGTH RESOLUTION

(Approval of the information concerning the remuneration of the corporate officers described under Article L.22-10-9 of the French Commercial Code)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L.22-10-34 I of the French Commercial Code, having acquainted itself with the corporate governance report, approves the information published pursuant to Article L.22-10-9 of the French Commercial Code, as described in Section 3.4 of the 2022 universal registration document.

NINTH RESOLUTION

(Approval of the remuneration policy applicable for Rodolphe Belmer, as Chief Executive Officer until 13 February 2023 and as Chairman and Chief Executive Officer as from 13 February 2023)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L. 22-10-8 of the French Commercial Code, having acquainted itself with the corporate governance report, approves the remuneration policy for Rodolphe Belmer in his capacity as Chief Executive Officer until 13 February 2023 and as Chairman and Chief Executive Officer as from 13 February 2023, as described in Section 3.5 of the 2022 universal registration document.

TENTH RESOLUTION

(Approval of the remuneration policy for Directors)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, in accordance with Article L.22-10-8 of the French Commercial Code, having acquainted itself with the corporate governance report, approves the remuneration policy for Directors, as described in Section 3.5 of the 2022 universal registration document.

ELEVENTH RESOLUTION

(Ratification of the cooptation as a Director of Rodolphe Belmer)

The General Meeting ratifies the cooptation as a Director of Rodolphe Belmer, as approved by the Board of Directors at its meeting held on February 13th, 2023, to replace Gilles Pélisson, resigning Director, for the remaining term of office of his predecessor, due to expire at the Ordinary General Meeting called, in 2025, to approve the financial statements for the 2024 financial year.

TWELTFTH RESOLUTION

(Renewal of the term of office of Olivier Bouygues as a Director for three years)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report, renews the term of office of Olivier Bouygues as a Director for three years, expiring at the end of the Ordinary General Meeting called, in 2026, to approve the financial statements for the 2025 financial year.

THIRTEENTH RESOLUTION

(Renewal of the term of office of Catherine Dussart as a Director for three years)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report, renews the term of office of Catherine Dussart as a Director for three years, expiring at the end of the Ordinary General Meeting called, in 2026, to approve the financial statements for the 2025 financial year.

FOURTEENTH 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 18-month period)

The General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, pursuant to Article L.22-10-62 of the French Commercial Code, and having acquainted itself with the Board of Directors' report including the description the share buyback programme:

1. hereby authorises the Board of Directors to repurchase or arrange for the repurchase by the company of its own shares, under the conditions set out below, shares representing no more than

Page 4 of 23

English translation for information purposes

10% of the company's share capital at the date of on which the autorisation is used, in compliance with the legal and regulatory conditions applicable at that date;

1. resolves that this authorisation may be used for the purposes listed below, in relation to a market practice accepted by the AMF (French financial markets authority) or an objective specified in Article 5 of Commission Regulation (EU) No. 596/2014 on market abuse, or an objective specified in Article L.22-10-62 of the French Commercial Code:
2. • reduce the share capital by cancelling shares under the conditions provided for by law, subject to authorisation by the Extraordinary General Meeting,
   • fulfil the obligations arising from debt securities, in particular securities that grant the right to the allotment of company shares through redemption, conversion or exchange, or in any other manner,
   • grant or sell shares to employees or corporate officers of the company or related companies under the terms and conditions laid down by law, in particular as part of profit-sharing schemes, stock option plans, company or group savings schemes or through allotment of shares,
   • improve market liquidity and the regularity of listings of the company's equity securities and avoid price discrepancies not supported by market trends, by implementing a liquidity agreement managed by an investment services provider acting in compliance with AMF- approved market practice,
   • retain shares and, where appropriate, deliver them subsequently as a medium of payment or exchange for acquisitions, mergers, spin-off or asset-for-share exchange, in accordance with applicable regulations,
   • implement any market practice accepted by the AMF and generally to carry out any other transaction in compliance with applicable regulations;
3. resolves that the acquisition, sale, transfer or exchange of such shares may be carried out, on one or several occasions, in compliance with rules issued by the AMF in its position/recommendation No. 2017-04, on all markets or off-market, including on multilateral trading facilities (MTF) or via a systematic "internaliser", or over-the-counter, in any manner, including through the acquisition or sale of blocks of shares, using derivative financial instruments, and at any time, including during the period of a public offer for the company's shares. All or part of the programme may be carried out through block trades;
4. resolves that the purchase price may not exceed €15 (fifteen euros) per share, subject to any adjustments in connection with share capital transactions. If the share capital is increased by incorporating share premiums, earnings or reserves into capital or by allotment of free shares, or in the event of a stock split or reverse stock split, the price indicated above shall be adjusted by a multiplication factor equal to the ratio of the number of shares making up the share capital before the transaction to the number of shares after the transaction;
5. sets at €300,000,000 (three hundred million euros), the maximum amount of funds that can be used for the share buyback programme thus authorised;
6. notes that, in accordance with law, the total shares held at any given date may not exceed 10% of the share capital in issue at that date;
7. gives full powers to the Board of Directors, with the power to subdelegate in accordance with applicable law, to implement this authorisation, place all stock market orders, conclude all agreements, in particular with a view to the registration of purchases and sales of shares, to complete all steps, declarations and formalities with the AMF or any other body, and in general to take all necessary measures to execute the decisions taken within the scope of this authorisation;
8. resolves that the Board of Directors shall inform the General Meeting of the transactions carried out, in accordance with applicable regulations;
9. sets the period of validity of this authorisation, which voids and replaces any unused portion of any previous authorization granted for the same purpose, at eighteen months from the date of this General Meeting.

EXTRAORDINARY GENERAL MEETING

Page 5 of 23

English translation for information purposes