Voting results - 2013 Annual General Meeting

PR Newswire/Les Echos/ 
ANNUAL GENERAL MEETING OF APRIL 18, 2013 
The Annual General Meeting of TF1 shareholders held on April 18, 2013, chaired
by Nonce Paolini, passed all the resolutions submitted to it by the Board of
Directors. 
A total of 560 shareholders participated in the meeting for Ordinary business,
representing 179,971,066 shares and 179,971,066 voting rights
A total of 558 shareholders participated in the meeting for Extraordinary
Business, representing 179,970,896 shares and 179,970,896 voting rights
equivalent to 85,58% of the total voting rights. 
              Results of voting on the resolutions 
Total number of shares                                            210,329,813
Number of own shares held                                              30,000
Total number of shares with voting rights                         210,299,813
Number of shareholders present, represented,  
or voting by post                
                    ordinary business                                 560 
extraordinary business                            558
Number of shares/votes present, represented, 
or voting by post       ordinary business                         179,971,066 
                     extraordinary business                   179,970,896 
Resolutions within the competence of the Ordinary General Meeting 
No.  Result     For                   Against                  Abstention   
       number of votes   %    number of votes   %    number of votes    % 
1    Passed  Approval of the company accounts for 2012 
           179,730,873    99.87     240,193      0.13        -        0.00
2    Passed  Appro val of the consolidated accounts for 2012 
           179,729,838    99.87     240,553      0.13       675       0.00
3    Passed  Appro val of related-party agreements between TF1 and BOUYGUES (1) 
           49,812,191     56.59  38,211,034     43.41       200       0.00
4    Passed  Appro val of related-party agreements other than those between TF1 
         and BOUYGUES (2) 
          179,301,293     99.90      175,883     0.10       875       0.00
5    Passed  Appropriation of profits and setting of the amount of dividend 
          179,771,746     99.89      199,320     0.11        -        0.00
6    Passed  Appointment of Catherine DUSSART as a Director for a two-year term 
          178,578,500     99.23    1,392,566     0.77        -        0.00
7    Passed  Renewal of Claude BERDA's term of office as a Director for a  
         further two years 
          161,836,409     89.92   18,133,952    10.08       705       0.00
8    Passed  Renewal of Martin BOUYGUES' term of office as a Director for a  
         further two years 
          142,529,143     79.20   37,441,248    20.80       675       0.00
9    Passed  Renewal of Olivier BOUYGUES' term of office as a Director for a  
         further two years 
          143,719,442     79.86   36,251,624    20.14        -        0.00
10   Passed  Renewal of Laurence DANON's term of office as a Director for a 
         further two years 
          178,255,789     99.05    1,715,277     0.95       -         0.00
11   Passed  Renewal of Nonce PAOLINI's term of office as a Director for a  
         further two years 
          161,750,262     89.88   18,220,129    10.12      675        0.00
12   Passed  Renewal of Gilles PELISSON's term of office as a Director for a  
         further two years 
          178,068,125     98.94    1,902,266     1.06      675        0.00
13   Passed  Renewal of BOUYGUES SA's term of office as a Director for a further 
         two years 
          144,535,096     80.31   35,435,970    19.69       -         0.00
14   Passed  Appointment of Olivier ROUSSAT as a Director for a two-year term 
          160,562,181     89.22   19,408,885    10.78       -         0.00
15   Passed  Renewal of MAZARS' term of office as Statutory Auditor for a  
         further six years 
          179,730,922     99.87      240,144     0.13       -         0.00
16   Passed  Renewal of Thierry COLIN's term of office as Alternate Statutory  
         Auditor for a further six years 
          178,641,727    99.26     1,329,339     0.74       -         0.00
17   Passed  Authorisation to trade in the company's own shares 
          179,762,744    99.88       200,304     0.11    8,018        0.00 
(1) The shareholders with an interest, representing 91,947,641 votes, did not
take part in this vote. Total number of shares with voting rights: 88,023,245
(2) The shareholders with an interest, representing 493,015 votes, did not take
part in this vote. Total number of shares with voting rights: 179,478,051 
 Resolutions within the competence of the Extraordinary General Meeting 
No.  Result           For                 Against              Abstention   


             number of votes   %    number of votes   %    number of votes    %

18   Passed  Authorisation to the Board of Directors to reduce the share 
             apital by cancelling treasury shares


           179,785,077    99.90      185,619     0.10      200        0.00
19   Passed  Delegation of competence to the Board of Directors to increase the 
         share capital with preferential subscription rights 
           159,484,616    88.62   20,486,280    11.38       -         0.00
20   Passed  Delegation of competence to the Board of Directors to increase the 


             share capital through capitalisation of share premium, reserves 
             or profits


           179,785,637   99.90       185,259     0.10       -         0.00
21   Passed  Delegation of competence to the Board of Directors to increase the 


             share capital  without preferential subscription rights through a 
             public  offering


           158,141,553    87.87    21,828,668    12.13      675       0.00
22   Passed  Delegation of competence to the Board of Directors to 


             increase the
             share capital without preferential subscription rights through a 
             private placement


          156,764,076     87.11   23,206,820    12.89       -         0.00
23   Passed  Authorisation to the Board of Directors to set, on the terms  


             decided by the General Meeting, the issue price for capital 
             increases without preferential subscription rights


          133,954,170     74.43    46,016,051    25.57     675        0.00
24   Passed  Authorisation for the Board of Directors to increase the number  


             of shares to be issued in the event of a capital increase with or 
             witho ut preferential subscription rights


          153,935,743     85.53    26,034,478    14.47     675        0.00
25   Passed  Delegation of powers to the Board of Directors to increase the  


             share capital as consideration for contributions in kind 
             consisting of shares of another company


          158,069,926    87.83    21,900,970    12.17       -         0.00
26   Passed  Delegation of competence to the Board of Directors to increase  


             the share capital as consideration for securities tendered to a 
             public exchange offer initiated by the company


          158 259 759     87.94    21 711 137   12.06       -         0.00
27   Passed  Overall ceiling of financial authorisations 
          159,084,834     88.39    20,885,862    11.61     200        0,00
28   Passed  Delegation of competence to the Board of Directors to increase the 


             share capital to the benefit of employees who are members of a 
             company savings scheme


          178,896,679    99.40     1,073,542     0.60      675        0.00
29   Passed  Amendment to Article 12 of the Memorandum and Articles of  


             Association to set an age limit of 67 years for holding the 
             office of Chairman of the Board of Directors


          142,351,059     79.10    37,619,162    20.90     675        0.00
30   Passed  Amendment to Article 16 of the Memorandum and Articles of  


             Association to set an age limit of 67 years for holding the office
             of Chief Executive Officer or Deputy Chief Executive Officer


          153,047,968     85.04    26,922,253    14.96     675        0.00
31   Passed  Powers for filing and formalities 
         179,796,806     99.90       174,090     0.10       -         0.00 
                              Governance 
The TF1 Board of Directors, meeting after the end of the Annual General Meeting,
decided to appoint Nonce PAOLINI as Chairman and Chief Executive Officer for the
duration of his term of office as a Director. The Board also appointed the
members of the Board committees. 
Composition of the Board of Directors 
As of April 18, 2013, following the Annual General Meeting and the subsequent
Board meeting, the Board of Directors has the following members: 
Chairman and Chief Executive Officer 
Nonce PAOLINI 
Directors
Claude BERDA - Chairman of Groupe AB
Martin BOUYGUES - Chairman and Chief Executive Officer of BOUYGUES
Olivier BOUYGUES - Deputy Chief Executive Officer of BOUYGUES
Fanny CHABIRAND - Employee Representative on the Board - Commercial Assistant,
TF1 Works Council
Laurence DANON - Co-President of the Executive Board of LEONARDO & CO
Catherine DUSSART - Film producer
Janine LANGLOIS-GLANDIER - Chairwoman of the FORUM DES MEDIAS MOBILES (French
mobile media forum)
Gilles PELISSON - Company director - Chairman of the Groupement des professions
de services (French service industries association) Jean-Pierre PERNAUT -
Employee Representative on the Board - Deputy Head of News
Olivier ROUSSAT - Chief Executive Officer of BOUYGUES TELECOM
BOUYGUES SA, represented by:
Philippe MARIEN - Chief Financial Officer of the BOUYGUES Group - Chairman of
BOUYGUES TELECOM 
Composition of the Director Selection Committee
Martin BOUYGUES (Chair) and Olivier ROUSSAT (committee member) 
Composition of the Audit Committee
Laurence DANON (Chair), Philippe MARIEN and Gilles PELISSON (committee members) 
Composition du Compensation Committee
Gilles PELISSON (Chair) and Philippe MARIEN (committee member) 
                  
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-0- Apr/19/2013 10:11 GMT
 
 
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