Sharehold lder s General M eeting Meeting APRIL 14th 2011

Transcription

1 Shareholder s h General Meeting APRIL 14 th 2011

2 DISCLAIMER This presentation contains forward-looking information. Such information expresses objectives established on the basis of the current judgment and estimates of the Group's senior management and is subject to many factors and uncertainties that could cause actual figures to differ materially from those presented. TF1 undertakes no obligation to update or revise the forward-looking information contained in this presentation.

3 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 3

4 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 4

5 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 5

6 LIST OF AVAILABLE DOCUMENTS The B.A.L.O. No. 24 of February 25, 2011 having published the meeting notice, The B.A.L.O. No. 37, March 28, 2011 and Les Petites Affiches n 61 of March 28, 2011 having published the notice of shareholders, The copy of the notice sent on March 28, 2011 to shareholders holding their shares in registered form, The copy of letters sent to auditors on March 28, 2011 and acknowledgments, The report of the Board of Directors (Ordinary), The report of the Chairman of the Board of Directors on corporate governance and internal control, The report of the Board of Directors on the resolutions presented to the General Assembly, Special Report of the Board on options granted or exercised in 2010, Special Report of the Board of Directors on the operations of bonus shares TF1 conducted in 2010, 6

7 LIST OF AVAILABLE DOCUMENTS The table of results over the past five years, The balance sheet, income statement and the annex to the financial year ended 31 December 2010, The balance sheet, income statement and consolidated Schedule 31 December 2010, The reports of auditors, The list of Directors and their functions in other societies, The social balance sheet, The list of shareholders, The attendance sheet, the powers of shareholders represented and voting forms by mail, as well as proof of authorized intermediaries, The resolutions, The statutes. 7

8 AGENDA Within the authority of the Ordinary General Meeting Board of Directors reports and Statutory Auditors reports; Approval of the 2010 company accounts and approval of the 2010 consolidated accounts; discharge to the Directors; Approval of regulated agreements and commitments stipulated in Article L of the Commercial Code; Appropriation and distibution of earnings; Ratification of the appointment of Laurence Danon as Director; Renewal of the term of office of Patricia Barbizet, Claude Berda, Martin Bouygues, Olivier Bouygues, Laurence Danon, Nonce Paolini, Gilles Pélisson and of Bouygues company and Société Française de Participation et de Gestion SFPG company, as a Director; Appointment of KPMG Audit IS as principal auditor; Appointment of KPMG Audit ID as alternate auditor; Authorisation to the Board of Directors to buy back the own shares of the company. 8

9 AGENDA Within the authority of the Extraordinary General Meeting Board of Directors reports and statutory auditors reports; Authorisation to the Board of Directors to reduce share capital by cancelling shares held by the company; Delegation of powers to the Board of Directors to increase the share capital with preferential subscription rights for existing shareholders, by issuing shares or securities giving access to shares of the company; Delegation of powers to the Board of Directors to increase the share capital by the incorporation of premiums, reserves or earnings; Delegation of powers to the Board of Directors to increase share capital without preferential subscription rights for existing shareholders by public offer; Delegation of powers to the Board of Directors to increase share capital without preferential subscription rights through an offer addressed solely to persons providing the investment service management portfolio on behalf of others, to investors qualified or a restricted circle of investors within the meaning subsection II of Article L of the Monetary Code and Finance (private investment); 9

10 AGENDA Within the authority of the Extraordinary General Meeting Authorisation to the Board of Directors to increase the number of securities tobeissuedinthe event of a capital increase with or without preferential subscription rights for existing shareholders; Authorisation to the Board of Directors to set the price, without preferential subscription rights, for immediate or future public issues of equity securities or issues falling within the scope of paragraph II, Article L of the Monetary and Financial Code, without preferential subscription rights for existing shareholders; Delegation of powers to the Board of Directors to carry out a capital increase as consideration for contributions in kind consisting of a company s shares or securities giving access to capital; Delegation of powers to the Board of Directors to increase the share capital, without preferential subscription rights for existing shareholders, as consideration for securities tendered to a public exchange offer; Global limitation of the financial authorizations; 10

11 AGENDA Within the authority of the Extraordinary General Meeting Authorisation given to the Board of Directors to grant options to subscribe to and/or purchase shares; Authorisation to the Board of Directors to proceed with the free allotment of new or existing shares; Delegation of powers to the Board of Directors to carry out a capital increase for the benefit of employees or officers of the company or associated companies who are members of a company savings scheme; Powers to carry out formalities. 11

12 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 12

13 PRESENTATION - TABLE OF CONTENT INTRODUCTION 2010: THE YEAR OF THE FIGHTBACK 2010 FINANCIAL ACCOUNTS OUTLOOK ON SE RETROUVE SUR 13

14 2010 REVIEW: THE FIVE KEY PROJECTS 1 Strengthen our core business: television 2 Capitalise on the synergy with digital: Relaunch diversification 4 Pursue management efforts 5 Extend our CSR policy COMMITTED TO PERFORMANCE INTRODUCTION 14

15 2010: DELIVERING ON ALL PROMISES 1 TF1 more than ever a good corporate citizenship 2 An unrivalled TV offer with TMC and NT1 3 Growing 360 performance 4 Success in diverse areas 5 Optimised management for a consolidated business model (RE)CONQUEST AND EXECUTION INTRODUCTION 15

16 PRESENTATION - TABLE OF CONTENT INTRODUCTION 2010: THE YEAR OF THE FIGHTBACK 2010 FINANCIAL ACCOUNTS OUTLOOK ON SE RETROUVE SUR 16

17 1 TF1 MORE THAN EVER A GOOD CORPORATE CITIZENSHIP A TV channel that supports good causes A channel accessible to all Working hard for diversity and employment Environment: carbon issue Responsible purchasing 1 ST MEDIA COMPANY TO OBTAIN AFNOR DIVERSITY LABEL 2010: THE YEAR OF THE FIGHTBACK 17

18 2 24.5% audience share, individuals AN UNRIVALLED TELEVISION OFFER 97 of 100 best audience ratings 28.1% audience share, women purchasing decision-makers < 50 Very solid leader 6.3 million prime time TV viewers 91% of top evenings, individuals 89/32/10 89 prime time with more than 8 million viewers 32 prime time with more than 9 million viewers 10 prime time with more than 10 million viewers SOURCE: Médiamétrie - Médiamat 2010: THE YEAR OF THE FIGHTBACK 18

19 2 AN UNRIVALLED TELEVISION OFFER January-March 2011: TF1, an increasing trend in March years and + Woman<50 29,6 29,4 29,0 27,9 26,9 26,2 27,2 28,3 28,2 28,5 27,7 28,1 28,0 26,9 27,5 25,1 25,1 25,1 24,3 24,0 25,1 23,9 24,0 24,1 24,7 24,3 24,6 24,0 23,9 24,5 Jan-1 10 Feb-1 10 Mar-1 10 Apr-1 10 May-1 10 Jun-1 10 Jul-1 10 Aug-1 10 Sep Oct- Nov- 10 Dec-1 10 Jan-1 11 Feb-1 11 Mar-1 11 SOURCE: Médiamétrie - Médiamat 2010: THE YEAR OF THE FIGHTBACK 19

20 2 AN UNRIVALLED TELEVISION OFFER The 50 top audiences in 2011 on TF1, records in every kind of programmes Les Enfoirés : 12.5 M Historical record on the programme Esprits criminels : 9.3 M Historical record for the serie Doc Martin : 9.1 M (and 8.9 M for Bienvenue aux Edelweiss) De l autre côté du lit : 9.4 M SOURCE : Médiamétrie - Médiamat France / Brazil : 8.0 M 8pm News bulletin: 10,4 M / 1pm News Bulletin: 8,5 M (and 7.6m for France / Croatia) Most federative News bulletins in Europe 2010: THE YEAR OF THE FIGHTBACK 20

21 2 AN UNRIVALLED TELEVISION OFFER Promissing renewals French fictions Magazines and Real TV Entertainments and games 2010: THE YEAR OF THE FIGHTBACK 21

22 2 AN UNRIVALLED TELEVISION OFFER New programmes to come Dr House saison 6 House M.D. Season 6 on exclusivity French fictions new seasons Interpol and RIS Le resto : l espoir d une nouvelle vie New magazine from Friday April 29 th Pirates of the Caribbean: At World's End Exclusive Come back of Sosie or not sosie Flash forward New US serie on TF1 2010: THE YEAR OF THE FIGHTBACK 22

23 2 AN UNRIVALLED TELEVISION OFFER WITH TMC AND NT1 STRATEGIC OPERATION DTT: transfers in audience share Back-office synergies Revenues up Better use of programmes inventories among the Group Broader offer for advertisers through 2 independent and in competition ad agencies TF1 Pub / TMC Régie AN OPERATION THAT BRINGS A STRONG PROFITABILITY 2010: THE YEAR OF THE FIGHTBACK 23

24 2 AN UNRIVALLED TELEVISION OFFER WITH TMC AND NT1 TMC: NUMBER-FIVE DOMESTIC CHANNEL IN Audience share (%) individuals AND LEADING DTT CHANNEL FOR 4 TH CONSECUTIVE YEAR SOURCE: Médiamétrie - Médiamat 2010: THE YEAR OF THE FIGHTBACK 24

25 2 AN UNRIVALLED TELEVISION OFFER WITH TMC AND NT1 NT1: positive effects of new programme grid in September-December 2010 Change vs Sept-Dec 2009 Audience share (%) Women<50 +21% year olds +22% Sept-Dec Sept-Dec Sept-Dec Sept-Dec SOURCE: Médiamétrie - Médiamat Record month for NT1 in November 2010: 19%of 1,9% Women<50 / 24%of 2,4% year olds Modest programming costs : A FUTURE POTENTIAL 2010: THE YEAR OF THE FIGHTBACK 25

26 2 AN UNRIVALLED TELEVISION OFFER WITH TMC AND NT1 Women Average on whole TV 48 yr / 56% Women M6 65% Young people F2 Gulli TMC % W9 Direct NRJ12 Star F4 50% F5 F3 Direct 8 Arte Senior people NT1 45% Canal+ 40% BFMTV I.Télé SOURCE: Médiamétrie Men 2010: THE YEAR OF THE FIGHTBACK 26

27 3 GROWING 360 PERFORMANCE STRONG POSITION IN ALL SLOTS TRADITIONAL TV DTT PAY-TV WEB IPTV TABLETS CONNECT TV Samsung interactive apps TF1: THE TRUE #1 360 GROUP 2010: THE YEAR OF THE FIGHTBACK 27

28 3 GROWING 360 PERFORMANCE BROADCAST ON TF1: STARTING POINT OF THE DIGITAL ECHO CHAT AROUND PROGRAMMES LIVE / CATCH UP VOD / SVOD ENRICHED CATCH UP TV BROADCAST TF1 DEVELOPS SOCIAL TV 2010: THE YEAR OF THE FIGHTBACK 28

29 3 GROWING 360 PERFORMANCE PROGRAMMES SPONSORSHIP AT THE CORE OF THE 360 SYSTEM DECALS ON TF1 BUILDING LICENSING INTERNET SOCIAL GAMING BRAND CONTENT 2010: THE YEAR OF THE FIGHTBACK 29

30 4 EUROSPORT, AN OUTSTANDING YEAR 158 million European people in contact with a Eurosport media each month Websites application New products Technological innovations UK DE ES IT RU OZ PL SE CN AR TU iphone applications Source: Local official peoplemeters / Techedge for TV ComScore & Nedstat for Internet & Mobile Contacts non exclusive 2010: THE YEAR OF THE FIGHTBACK 30

31 4 SUCCESS IN OTHER GROUP ACTIVITIES Music: Mozart, Spiritus Dei, Zaz e-business: Place des tendances, Automotocompare Games: 1000 Bornes, FTV games distribution Partnerships: UGC, Samsung Licenses: Barbapapa, Hello Kitty, Ushuaïa Creation: TF1 Production, TF1 Films Production VITALITY AND PROFITABILITY 2010: THE YEAR OF THE FIGHTBACK 31

32 5 OPTIMISED MANAGEMENT FOR A CONSOLIDATED BUSINESS MODEL million million Recurring savings Programming costs Recurring savings External charges TOTAL Optimisation Plan OPTIMISATION IS A SHARED AIM 2010: THE YEAR OF THE FIGHTBACK 32

33 PRESENTATION - TABLE OF CONTENT INTRODUCTION 2010: THE YEAR OF THE FIGHTBACK 2010 FINANCIAL ACCOUNTS OUTLOOK ON SE RETROUVE SUR 33

34 ADVERTISING REVENUE EVOLUTION 2010 FINANCIAL ACCOUNTS 34

35 TF1 CORE CHANNEL PROGRAMMING COSTS 2010 FINANCIAL ACCOUNTS 35

36 CONSOLIDATED INCOME STATEMENT 1/ FINANCIAL ACCOUNTS 36

37 EVOLUTION OF THE CURRENT OPERATING PROFIT 2010 FINANCIAL ACCOUNTS 37

38 AN IMPROVING PROFITABILITY QUARTERLY EVOLUTION OF CONSOLIDATED REVENUE AND CURRENT EBIT SINCE 2009 IN M : (23) (13) (115) (111) (107) (54) Q Q Q Q Q Q Q Q EBIT Evolution y o y y Reveenue evolution y o y y One off sports events impact 2010 FINANCIAL ACCOUNTS 38

39 CONSOLIDATED INCOME STATEMENT 2/ FINANCIAL ACCOUNTS 39

40 CONSOLIDATED BALANCE SHEET 2010 FINANCIAL ACCOUNTS 40

41 CONSOLIDATED CASH FLOW STATEMENT 2010 FINANCIAL ACCOUNTS 41

42 A SOUND FINANCIAL STRUCTURE Net debt ( m) Confirmed bilateral credit facilities ( m) , AS OF DECEMBER , A DEBT ELIMINATED FROM THE BALANCE SHEET 2010 FINANCIAL ACCOUNTS 42

43 TF1 STOCK EVOLUTION IN

44 PRESENTATION - TABLE OF CONTENT INTRODUCTION 2010: THE YEAR OF THE FIGHTBACK 2010 FINANCIAL ACCOUNTS OUTLOOK ON SE RETROUVE SUR 44

45 SUGGESTED DIVIDEND AT THE GENERAL MEETING DIVIDENDE PROPOSÉ À L ASSEMBLÉE GÉNÉRALE DU 14/04/2011 OF APRIL 14 TH 2011 Dividend per share (in ) OUTLOOK 45

46 WHAT FUTURE FOR FREE-TO-AIR TELEVISION? OUTLOOK 46

47 2010: A RECORD IN EQUIPMENT RATES SALE OF TV SETS (THOUSANDS OF UNITS) 8,500 9,000 Towards a new record in 2011! 7,500 4,360 4,775 5,360 5,850 6,000 9 SOURCE: Gfk OUTLOOK 47 (p)

48 2010: A RECORD YEAR FOR TV CONSUMPTION ANNUAL VIEWING TIMES FOR INDIVIDUALS 3:03 2:49 3:09 3:01 2:56 2:572:45 2:41 2:43 3:16 3:24 3:23 3: :28 3:01 3:00 3:07 3:08 3:21 3:21 3:24 2:57 2:58 3:14 3:18 3:03 3:08 2:49 2:51 2:54 3:36 3:39 3:40 3:34 3:32 3:42 3:27 3:24 3:27 3:24 3:25 3:32 Women<50 pdm: 3h42 8 mn more vs 2009 / +4% 4 +: 3h32 7mnmore/+3% more SOURCE: Médiamétrie - Médiamat OUTLOOK 48

49 THE CONSUMPTION OF YOUNG VIEWERS AVERAGE DAILY MEDIA CONSUMPTION (INDIVIDUALS MÉDIAMÉTRIE) 1h50 Vs mn 1h38-1 mn 25mn stable year olds spend four times more time watching TV than surfing the net TELEVISION IS THE #1 MEDIA FOR YEAR OLDS SOURCE: Médiamétrie OUTLOOK 49

50 PROMISING OUTLOOK FOR FREE TV A diversified business model advertising is evolving: it is multi-form (slots, partnerships, product placement, preroll ads, interactive ti ads) and multi-media (TV, web, mobile, IPTV, tablets) And other sources of revenue are appearing: operators (MyTF1) paying services (VOD, SVOD) CRM FREE TV REMAINS ATTRACTIVE BY OFFERING NEW OPPORTUNITIES FOR B2B AND B2C CONTACT OUTLOOK 50

51 FREE TV: FRESH TV Advantages Here and now: live and urgent Event: social link and shared emotion Exclusive: the appeal of all-new content and the strength of the programmation Premium: quality and major entertainment Interactive: instant dialogue through digital medias Four screens: stronger loyalty thanks to Social TV FRESH TELEVISION IS IRREPLACEABLE OUTLOOK 51

52 ... AND TF1 IS THE LEADER OF FREE TV Comprehensive editorial know-how Pool of high-performance channels Multi-channel presence Confirmed 360 strategy 2 ad agencies with attractive offers Rebound of subsidiaries Stronger management Sound financial structure, confirmed rating Supportive shareholders TF1: STRONG SKILLS OUTLOOK 52

53 TF1 GROUP OFFER: THE MOST COMPLETE ON THE MARKET Web user Laptops TV viewer Mobile web user Mobility Smartphones Tablets Consumer Sharing (Facebook, Twitter...) Games / Licences VOD / SVOD At home Collective emotion (living room screen) Shows / Music e-business Individual experience (PC, IPTV, smart TVs) FROM MASS MEDIA TO PERSONAL EXPERIENCE OUTLOOK 53

54 PRIORITIES FOR Consolidate TF1 audience and build up audiences for TMC and NT1 2 Negociate the financing of our Pay-TV channels for a sustainable future 3 Rebuild value 4 Strengthen our positions in digital with increased monetisation 5 Continue with the relaunch of our diversifications 6 Keep improving our profitability OUTLOOK 54

55 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 55

56 AGENDA OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION QUESTIONS AND ANSWERS RESOLUTION VOTES ON SE RETROUVE SUR 56

57 FIRST RESOLUTION Approval of the 2010 parent company financial statements and discharge to the Directors. 57

58 SECOND RESOLUTION Approval of the 2010 consolidated financial statements. 58

59 THIRD RESOLUTION Approval of regulated agreements and commitments (stipulated in article L of the Commercial Code). 59

60 FOURTH RESOLUTION Appropriation of earnings, approval of the dividend ( 0.55 per share). 60

61 FIFTH RESOLUTION Ratification of the appointment of Laurence DANON as Director. 61

62 SIXTH RESOLUTION Renewal, for two years, of a Director s term of office (Patricia BARBIZET). 62

63 SEVENTH RESOLUTION Renewal, for two years, of a Director s term of office (Claude BERDA). 63

64 EIGHTH RESOLUTION Renewal, for two years, of a Director s term of office (Martin BOUYGUES). 64

65 NINTH RESOLUTION Renewal, for two years, of a Director s term of office (Olivier BOUYGUES). 65

66 TENTH RESOLUTION Renewal, for two years, of a Director s term of office (Laurence DANON). 66

67 ELEVENTH RESOLUTION Renewal, for two years, of a Director s term of office (Nonce PAOLINI). 67

68 TWELTH RESOLUTION Renewal, for two years, of a Director s term of office (Gilles PELISSON). 68

69 THIRTEENTH RESOLUTION Renewal, for two years, of a Director s term of office (BOUYGUES). 69

70 FOURTEENTH RESOLUTION Renewal, for two years, of a Director s term of office (SOCIETE FRANÇAISE DE PARTICIPATION ET DE GESTION). 70

71 FIFTEENTH RESOLUTION Appointment, for six years, of KPMG Audit IS as principal auditor. 71

72 SIXTEENTH RESOLUTION Appointment, for six years, of KPMG Audit ID as alternate auditor. 72

73 SEVENTEENTH RESOLUTION Authorisation to the Board of Directors with a view to enabling the company to buy back its own shares. The authorisation would be granted at a purchase price per share that may not be greater than 25. The authorisation would concern shares representing no more than 10% of the the company s share capital. 73

74 EIGHTEENTH RESOLUTION Authorisation, for a period of eighteen-months, to the Board of Directors to reduce share capital by cancelling shares held by the company, within the limit of 10% of the share capital. 74

75 NINETEENTH RESOLUTION Delegation of powers to the Board of Directors, for a period of twenty-six months, to increase the share capital with preferential subscription rights, by issuing shares or securities giving g access to shares of the company, within the limit of 8,6 M. 75

76 TWENTIETH RESOLUTION Delegation of powers to the Board of Directors, for a period of twenty-six months, to increase the share capital by the incorporation of premiums, reserves or earnings. 76

77 TWENTY-FIRST RESOLUTION Delegation of competence given to the Board of Directors, for a period of twenty-sixt months, to increase the capital, within the limit of 4,3 M, while eliminating preferential subscription rights, by a public offer. 77

78 TWENTY -SECOND RESOLUTION Delegation of competence to the Board of Directors, for a period twenty-six months, to increase share capital, up to a limit of 4,3 M, without preferential subscription rights through an offer addressed to investors qualified. 78

79 TWENTY-THIRD RESOLUTION Authorisation to the Board of Directors, for a period of twenty-six months, to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights for existing shareholders. 79

80 TWENTY-FOURTH RESOLUTION Authorisation ti to the Board of Directors to set the price, for immediate or future public issues of equity securities or issues falling within the scope of paragraph II, Article L of the Monetary and Financial Code, without preferential subscription rights for existing shareholders. 80

81 TWENTY-FIFTH RESOLUTION Delegation of powers to the Board of Directors, for a period of twenty-six months, to carry out a capital increase as consideration for contributions in kind consisting of a company s shares or securities giving g access to capital, up to a limit of 10% of the share capital. 81

82 TWENTY-SIXTH RESOLUTION Delegation of competence to the Board of Directors, for a period of twenty-six months, to increase the share capital, as consideration for securities tendered to a public exchange offer (OPE). 82

83 TWENTY-SEVENTH RESOLUTION Global limitation of the financial authorizations. This resolution is intended to limit the ceiling for capital increases, 20% in case of maintenance of preferential subscription rights, and 10% in case of cancellation of preferential subscription rights. 83

84 TWENTY-EIGHTH RESOLUTION Authorisation given to the Board of Directors, for a period of thirty-eight months, to grant options to acquire new or existing shares, within the limit of 3% of the share capital. 84

85 TWENTY-NINTH RESOLUTION Authorisation to the Board of Directors, for a period of thirty-eight months, to proceed with the free allotment of new or existing shares, within the limit of 3% of the share capital. 85

86 THIRTIETH RESOLUTION Delegation of powers to the Board of Directors, for a period of twenty-sixt months, to carry out a capital increase for the benefit of employees or officers of the company or associated companies who are members of a company savings scheme. 86

87 THIRTY-FIRST RESOLUTION Powers to file documents and complete formalities. 87

88 CLOSING OF GENERAL MEETING 88