Shareholder s General Meeting. April 19 th, 2012

Transcription

1 Shareholder s General Meeting April 19 th, 2012

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. 2

3 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 3

4 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 4

5 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 5

6 LIST OF AVAILABLE DOCUMENTS The B.A.L.O. No. 24 of February 24, 2012 having published the meeting notice, The B.A.L.O. No. 39 of March 30, 2012 and Les Petites Affiches No. 65 of March 30, 2012 having published the notice of shareholders, The notices published in LES ECHOS of February 24, and March 22, 2012 The copy of the notice sent on March 30, 2012 to shareholders holding their shares in registered form, The copy of letters sent to auditors on March 30, 2012 and acknowledgments, The report of the Board of Directors (Ordinary), The table of results over the past five years 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 theboard on options granted or exercised in 2011, Special Report of the Board of Directors on the operations of bonus shares TF1 conducted in 2010, 6

7 LIST OF AVAILABLE DOCUMENTS Special Report of the Board of Directors on the operations of bonus shares TF1 conducted in 2011, The balance sheet, income statement and the annex to the financial year ended 31 December 2011, The bl balance sheet, income statement tt tand consolidated d Shdl Schedule 31 December 2011, The reports of auditors, The list of Directors and their functions in other companies, and the fact sheet for directors whose appointment or review of election contained in the agenda, 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, Theresolutions, lti The statutes. 7

8 AGENDA Within the authority of the ordinary general meeting Board of Directors reports, the Chairman s report and Statutory Auditors reports; Approval of these reports and of the 2011 individual and consolidated financial statements; Approval of regulated agreements and undertakings stipulated in Article L of the Commercial Code; Appropriation and distribution of earnings in 2011; Appointment of Janine Langlois Glandier as Director for a two year term; Review of election of employee representative Directors; 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; AuthorisationtotheBoardofDirectorstoreduce share capital by cancelling shares held by the company; Powers to carry out formalities. 9

10 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 10

11 INTRODUCTION 2011 ACTIVITY 2011 ACCOUNTS OUTLOOK 11

12 HIGHLIGHTS IN 2011 SEMAINE POUR L EMPLOI SALE OF SPS ANALOG SWITCH OFF CSA CALL FOR BIDS METRO FRANCE DISTRIBUTION OF THEME CHANNELS SALE OF 1001 LISTES MYTF1 ECOPROD DIRECT 8 / DIRECTSTAR SHAREHOLDING INTOUCHABLES RUGBY WORLD CUP 12

13 100% OF THE FRENCH POPULATION NOW RECEIVES AT LEAST 19 CHANNELS Percentage of Individuals aged 4 years and over receiving more than 19 channels 39% 45% 51% 55% 60% 65% 86% 88% 91% 92% 96% 98% 99% 99% 99% 100% 70% 74% 78% 82% 85% Source : Médiamétrie Médiamat Individuals 4+ TV equipped 13

14 TV CONSUMPTION KEEPS INCREASING (1/2) Record beaten every month of 2011 and the beginning of hour mark exceeded since November 2011 Women <50 PDM : 4h22, i.e +19 vs Jan Feb 2011 / +8 % (incl of offline viewing) Individuals aged 4+ : 4h11, i.e +14 vs Jan Feb 2011 / +6 % (incl of offline viewing) 3:22 3:37 3:28 3:19 3:213:26 3:32 3:12 3:16 3:18 3:26 3:08 3:13 3:04 3:05 3:08 3:10 3:12 3:19 3:30 3:43 3:41 3:43 3:45 4:22 3:57 4:02 4:03 4:00 4:03 3:49 3:46 3:25 3:37 3:42 3:40 3:42 3:48 3:48 3:46 3:38 3:41 3:24 3:51 3:57 4: Source : Médiamétrie Médiamat 14

15 TV CONSUMPTION KEEPS INCREASING (2/2) An individual aged between 15 to 24 spends 5 times more time per day watching TV than surfing the Web Average daily media consumption (Individuals aged ; Médiamétrie) 1h55 Vs mn 1h35 1 mn 22 min * 3 3 mn * Computers, all connection sites (excl. mobile Internet) 15

16 SALES OF TV SETS, SMARTPHONES & TABLETS (Million units) 12,0 10,0 8,0 6,0 4,0 2,0 0, , TV SETS SMARTPHONES TABLETS source : Gfk. 16

17 REAL LIFE CSR COMMITMENT CONTINUED ACTION AS PART OF THE LABEL DIVERSITÉ ATTRIBUTED BY AFNOR CERTIFICATION 4TH AND 5TH SEMAINE POUR L EMPLOI (JOB WEEK) EVENTS TF1, LCI, TF1 News and Metro editorial teams involved 2,500 contracts, including 1,635 open ended, signed on 30 September 2011 Around 10,000 hires since November 2009 Theme of the 5th Job Week: women s employment TF1 : No 1 IN ONLINE CRM, INFORMATION & MEDIA CATEGORY TF1 JOINED TWO SOCIALLY RESPONSIBLE STOCK INDICES A SOCIALLY RESPONSIBLE COMPANY 17

18 INTRODUCTION 2011 ACTIVITY 2011 ACCOUNTS OUTLOOK 18

19 REMINDER OF TF1 S 6 PRIORITIES FOR Consolidate TF1 group s audience thanks to the contribution of TMC and NT1 2. Negotiate financing for our pay to view channels on a non exclusive basis 3. Regain value while supporting our clients 4. Strengthenour digitalpositions with increasedmonetisation 5. Continue to boost our diversification while being opportunistic 6. Continue to improve Group profitability 19

20 MET ITS COMMITMENTS IN SUCCESS OF THE GROUP S FREE TO VIEW 6 OFFER DISTRIBUTION SHARP OF IMPROVEMENT IN PAY TO VIEW PROFITABILITY CHANNELS SECURED 2 5 RATIONALISED DIVERSIFICATIONS WITH STRONG BUSINESS MOMENTUM SUCCESS OF MYTF1, A REDESIGNED AND INNOVATIVE DIGITAL OFFER PROTECTION OF VALUE IN A HIGHER PRESSURE CONTEXT 3 4 IN A LESS FAVOURABLE THAN EXPECTED ENVIRONMENT, THE TF1 GROUP GREW STRONGER IN

21 GROUP TF1 IN 2011 : AN UNRIVALLED FREE TO VIEW OFFER 99 of 100 best audience ratings 88% of leading evenings with Individuals d 3.5% Audience share Individuals 1.9% Audience share Individuals 26.7% 23.7% 3.9% 2.4% Audience share Women < 50 PDM Audience share Individuals Audience share Women < 50 PDM Audience share Women < 50 PDM Source: Médiamétrie TF1 GROUP 29.1% 33.0% Audience share Individuals Audience share Women <50 PDM 21

22 1 HIGH PERFORMANCE, REFRESHED PROGRAMMING (1/2) ENTERTAINMENT CINEMA SERIES Powerful brands reinforced by 360 strategy Big success for Sunday slots Record scores for leading and secured shows 22

23 1 HIGH PERFORMANCE, REFRESHED PROGRAMMING (2/2) DRAMA NEWS Successful noveltiesand reliable programmes Modernized dand fd federative News programmes 23

24 1 BEGINNING OF 2012 : PROGRAMMING HIGHLIGHTS LES ENFOIRÉS 13.3m 33 THE VOICE m APRÈS ÈSLE 20H C EST CANTELOUP 9.7m Record for the show Best audience for an Entertainment Record for the show show since May 2007* GRAN TORINO 9.4m DR HOUSE 9.1m PROFILAGE 7.2m Best audience for a movie Best audience for a US Series, Historical high for the show since November 2010 all channels taken together, in 2012 * Excepting Les Enfoirés and Koh Lanta / Source: Médiamétrie Médiamat 24

25 1 Q : AUDIENCE SHARES ARE HOLDING UP Audience share (%) Individuals aged 4+ Women <50 PDM Jan 12 Feb 12 Mar Jan 12 Feb 12 Mar TF1 F2 M6 TF1 F2 M6 Source : Médiamétrie Médiamat 25

26 1 TMC / NT1 MAKE ROBUST PROGRESS No.5 channel in France 3.5% Audience share Individuals MAGAZINES 90 enquêtes: 1.5m, a record for a magazine on DTT ENTERTAINMENT Les Inconnus de A à Z: 1.5m FRENCH DRAMA/COMEDY CINEMA Une femme d honneur: 1.4m,a record 2.0m viewers for those movies for French drama on DTT Zone paranormale 1.2M LEADING DTT CHANNEL AND 5TH OVERALL IN FRANCE + 50% with Women < 50 PDM 1.9% Audience share Individuals CINEMA Shooter: 1.5m viewers Over the Hedge: 1.4m viewers FRENCH DRAMA / COMEDY Beauté fatale: 1.0m Premier suspect : 1.0M MAGAZINES : Tous différents : 0.8M Ma vie à la télé : 0.5M CHANNEL TARGETING YOUNG ADULTS AND WOMEN < 50 PDM AUDIENCE SHARE UP 50% 26

27 1 BEGINNING OF 2012 : A4 th FREE TO AIR LICENCE GRANTED TO TF1 A channel dedicated to all forms of narrative drama Drama : strong expectations from TV viewers ers HD1 is : An unprecedented offer of movies and drama Opened up to new forms of writing, to new talent, and also to European drama A strong know how of TF1 An innovative oat echannel 27

28 2 COMMITMENTS FULFILLED IN PAY TO VIEW TV Successful negotiations for broader, non exclusive distribution: Fees secured for 3 year period Extended audience reach 360 rollout of channel content: On all TV screens, computers, tablets, mobiles Live and catch up Additional opportunities for ad revenue +31% +17% % % Initialisation of channels (million of households) +36% +46% % In 2011 Extension as of February 2012 AN ATTRACTIVE OFFER WITH A SECURE BUSINESS MODEL 28

29 3 A TRUE MULTIMEDIA ADVERTISING AGENCY A 360 advertising agency present in all media, addressing all targets: POWER EMERGENCE AFFINITY TARGETING PROXIMITY TRAFFIC PROXIMITY INTERACTIVITY ONE TO ONE MOBILITY IPTV CUSTOMISATION EMERGENCE DIFFERENTIATION EVENTS TV THEME CHANNELS RADIO WEB MOBILE / TABLET INTERACTIVITY LICENSING EVENTS... January 2012: TF1 Publicité wins Best Digital Strategy prize at 2012 E Marketing Awards, organised by E Business 360 STRATEGY RECOGNISED BY THE MARKET 29

30 4, THE GROUP S DIGITAL BRAND Broad reach (VOD, catch up, Social TV on Apple and soon on Androïd) IPTV portal available with Orange, SFR, Bouygues Telecom, Free and soon CanalSat Strong themes rolled out for multiple devices 1.2 BILLION free online videos viewed on TF1 Group sites in 2011 (excl. Eurosport) 547 MILLION TF1 catch up videos viewed in MILLION MYTF1 app downloads in ,000 programmes (all categories combined) in Group VOD offer ORIGINAL MODEL. STRONG BRAND 30

31 5 A SUCCESSFUL YEAR IN DIVERSIFICATION GROWTH IN NON ADVERTISING REVENUE 31

32 EUROSPORT 5 FROM A SPORTS TV CHANNEL TO A MULTIMEDIA PLATFORM SINCE countries 3 languages SINCE countries 18 languages 57m households SINCE countries 2 languages 6m households SINCE countries 20 languages 17m households SINCE countries 20 languages 129m households SINCE countries 20 languages Internet & ipad/iphone SINCE 2005 SINCE versions 11 languages 22m UV/month SINCE 2007 No 1 Sports website bit in Europe SINCE 2009 Application Smartphone >5m downloads SINCE 2011 Live Score 15 languages 50 events over 4 continents 350 hours of programmes At 31 December

33 NEW MOMENTUM FOR METRO FRANCE 5 770,000 copies 3.0 millions daily readers New apps New design TF1 bought Metro France on 28 July 2011 Redesign: new format launched on 5 March 2012 Optimisation: more towns/cities Innovation: reverse publishing New digital strategy (Androïd, App Store, tablets, smartphones) New site AN AMBITIOUS N 2 33

34 6 CONSTANT PROGRESS FOR BUSINESS MODEL Programming costs from 2008 to 2011 ( m): Recurring savings realised since 2008 ( m): 1, % TOTAL SAVINGS OF MORE THAN 150 MILLION EUROS IN 4 YEARS 34

35 6 IMPROVED PROFITABILITY Rise in Group profitability in 2011: Increase of 2 points on 2010 Rise in profitability of TF1 channel in 2011: Increase of 4 points on 2008 Current operating margin for the TF1 channel since 2008: Current operating margin for the Group: 11.8 % +4 pts 10.8 % 9.1 % 9.2 % 6.8 % 3.0 %

36 INTRODUCTION 2011 ACTIVITY 2011 ACCOUNTS OUTLOOK 36

37 REVENUE EVOLUTION m Var. m Var. % CONSOLIDATED REVENUE 2, , % ADVERTISING REVENUE TF1 CHANNEL 1, , % DIVERSIFICATION REVENUE 1, , % DETAIL OF THE TOTAL ADVERTISING REVENUE: TF1 Channel 1, , % Thematic channels in France % Internet France % Eurosport International % Others x 2.2 TOTAL ADVERTISING REVENUE 1, , % 37

38 TF1 CORE CHANNEL PROGRAMMING COSTS EVOLUTION m Var. m Var. % TOTAL PROGRAMMING COSTS % ONE OFF SPORTS EVENTS % PROGRAMMING COSTS EXCL. ONE OFF SPORTS EVENTS % Entertainment / Games / Magazines % TV dramas / TV movies / Series / Theatre % Sports (excl. one off sports events) % News % Movies % Youth % 38

39 CONSOLIDATED INCOME STATEMENT (1/2) m Var. m Var. % CONSOLIDATED REVENUE 2, , % Total programming costs (905.5) (951.2) % Total other charges (1,323.0) (1,335.8) % 1 Depreciation and amortisation, provisions and impairment (net) (108.3) (105.0) % CURRENT OPERATING PROFIT OPERATING MARGIN % % pts +22.8% Non current operating income na OPERATING PROFIT % 39

40 CONSOLIDATED INCOME STATEMENT (2/2) m Var. m Var. % OPERATING PROFIT % Cost of net debt 0.5 (18.2) na Other financial income and expenses 5.1 (2.5) +7.6 na Income tax expense (88.7) (68.9) % Share of profits / (losses) of associates (13.7) na NET PROFIT % NET PROFIT ATTRIBUTABLE TO THE GROUP ATTRIBUTABLE TO MINORITY INTERESTS % x

41 CONSOLIDATED OPERATING PROFIT BY ACTIVITY m BROADCASTING FRANCE 267m AUDIOVISUAL RIGHTS 40m BROADCASTING INTERNATIONAL 65m OTHER ACTIVITIES 9m

42 A ROBUST FINANCIAL STRUCTURE A debt free company: Net debt of 40.6m at 2011, December 31st, a gearing of 2.6% 43.6% 42.8% 51.2% 27.9% 26% 2.6% 1.1% 5.2% Rating upgraded by Standard & Poor's in 2011 to BBB +, stable outlook Secured financing : 1,015m of bilateral, maturity 1 6 years, confirmed at 31 December

43 EVOLUTION OF TF1 SHARE PRICE AS OF 31 DECEMBER 2010 At 16 April TF1 M6 Antena 3 Gest Telecinco Mediaset SPA ITV BSkyB Pro7S TF1 CAC 40 SBF

44 INTRODUCTION 2011 ACTIVITY 2011 ACCOUNTS OUTLOOK 44

45 DIVIDEND PROPOSED AT ANNUAL GENERAL MEETING (on April 19, 2012) 3.7% 3.6% 4.5% 4.5% 4.8% Dividend d payment ( per share) Yield of TF1 share (average share price during the year) 45

46 2012 OUTLOOK m Var. Consolidated revenue 2,620 2,620 = Management discipline unchanged Stabilisation of programming costs for the TF1 channel: 930 million on average for 2012 and 2013 A CAUTIOUS FORECAST ESTABLISHED IN AN INCREASINGLY UNCERTAIN ENVIRONMENT 46

47 4 YEARS OF TRANSFORMATION IN 2008 IN 2011 One free to view channel An unrivalled multi channel loffer Dependent pay to view channels Almost no digital presence Diversifications losing steam Advertising agency focused on TV Rising costs Debt No financial information system Heavy regulation A secure pay to view business High performance digital offer Rationalised diversifications A truly innovative multimedia ad agency Recurring savings Virtually no debt SAP implemented in 2012 Evolving regulation A 360 GROUPTHAT IS CONSTANTLY ADAPTING 47

48 7 STRATEGIC PRIORITIES Continue offensive strategy in free to view Get more efficient use out of our content Negotiate regulation consistent with the new economic paradigm Adapt our sales policy in line with the economic and competitive environment Strengthen a future looking pay to view and digital offer Rely on counter cyclical advantage of diversification Create breakthroughs if necessary to speed up cost optimisation THE TF1 GROUP IS READY FOR THE FUTURE 48

49 THE MOST COMPREHENSIVE OFFER ON THE MARKET Web user TV viewer Mobile web user Mobile Laptops Smartphones Tablets Sharing (Facebook, Twitter, etc.) Consumer Games / Licences Shows / Music e commerce At home Collective emotion (living room screen) Individual d experience (connected TV, PC, IPTV) VOD / SVOD 49

50 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 50

51 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 51

52 OPENING OF THE MEETING COMPOSITION OF THE COMMITTEE LIST OF AVAILABLE DOCUMENTS PRESENTATION AUDITORS INTERVENTION QUESTIONS / ANSWERS RESOLUTIONS VOTES 52

53 FIRST RESOLUTION This resolution submit for shareholders approval the statutory financial statements of TF1 for

54 SECOND RESOLUTION This resolution submit for shareholders approval the consolidated financial statements of TF1 for

55 THIRD RESOLUTION This resolution concerns the approval of related party agreements and undertakings between TF1 and Bouygues. 55

56 FOURTH RESOLUTION This resolution concerns the approval of related party agreements and undertakings other than those between TF1 and Bouygues. 56

57 FIFTH RESOLUTION This resolution proposes p an appropriation p of the earnings forfiscalyear 2011 that allows a dividend of 0.55 per share. The payment date of the dividend will be May 2, The ex date of the dividend will be April 26,

58 SIXTH RESOLUTION This resolution proposes to appoint Janine Langlois Glandier as Director, replacing Alain Pouyat, whose term of office expires at the end of the General Meeting Current function: Chairwoman of Forum des Médias Mobiles since 2005 Career: ORTF, Radio France, SFP, Chairwoman a of France 3, La Sept (Arte), National a Audiovisual Institute INA, Chairwoman of Groupe Pathé Member of Conseil Supérieur de l Audiovisuel CSA Formation : Graduate of Institut d Etudes Politiques de Paris Post graduate degree in Pi Private Law qualified lawyer with the Paris bar. 58

59 SEVENTH RESOLUTION Information before voting The election of two employee representative Directors, by TF1 SA employees, take place on March 13, 2012, in compliance with Article 66 of Act of September 30, 1986, which h stipulates t thatt two of the chairs on the Board of Directors are to be attributed to employee representatives Elected for two years : Jean Pierre Pernaut Fanny Chabirand Master of Science and Technology of Tourism Sales Assistant to TF1 s Works Council since 2007 The aim of this resolution is to record the election of employeerepresentative Directors, for two years. 59

60 EIGHTH RESOLUTION This resolution allows the company to buy its own shares, during eighteen months, within the limit of shares representing up to 5% of the company s share capital. The purchase price cannot exceed 20 per share. 60

61 NINTH RESOLUTION The purpose p of this resolution is to authorise the Board of Directors to reduce share capital of the company, up to a limit of 5% of the capital, by cancelling some or all of shares that the company holds as a result of using the various share buyback authorisations given by the eighth resolution submitted to this Annual General Meeting for approval. This authorisation will be given for an 18 month period. 61

62 TENTH RESOLUTION This resolution allows the Board to carry out the formalities required by law following the Meeting. 62

63 INFORMATION Next Annual General Meeting (convened to approve the 2012 financial statements) April 18,

64 CLOSURE OF THE ANNUAL GENERAL MEETING 64