Pre-Annual General Meeting Information • May 21, 2025
Pre-Annual General Meeting Information
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COMBINED SHAREHOLDERS' GENERAL MEETING
FRIDAY 6 JUNE 2025 AT 9:30 AM CET DOORS WILL OPEN AT 8.15 AM
AT L'OLYMPIA
1
28 BOULEVARD DES CAPUCINES, 75009 PARIS FRANCE

| MESSAGE FROM THE CHAIRMAN OF THE SUPERVISORY BOARD |
7 |
|---|---|
| MESSAGE FROM THE CEO | 8 |
| HIGHLIGHTS OF 2024 | 10 |
| PRESENTATION OF THE COMPANY'S CORPORATE GOVERNANCE BODIES |
12 |
| AGENDA AND PROPOSED RESOLUTIONS |
14 |
| REPORT OF THE MANAGEMENT BOARD ON THE PROPOSED RESOLUTIONS |
15 |
| SUMMARY OF FINANCIAL AUTHORIZATIONS |
20 |
| HOW TO COMPLETE THE VOTING FORM | 21 |
| HOW TO TAKE PART IN THE GENERAL SHAREHOLDERS' MEETING |
22 |
| REQUEST FOR DOCUMENTS AND INFORMATION |
26 |
This document is important and requires your attention.
If you are in any doubt about what action to take, you should contact your stockbroker, solicitor, accountant or other authorised independent professional adviser.
If you have sold or otherwise transferred all of your C+ SA ordinary shares, or CREST Depository Interests relating to C+ SA ordinary shares, this document, together with the accompanying documents, should be sent as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

Dear shareholders,
You are invited to attend C+'s Annual General Meeting on June 6 – our first since being listed on the London Stock Exchange in December 2024, which marked a defining moment in our history.
Held in the legendary Olympia concert hall, this will be an important moment for us to present our results and strategy, answer your questions, and vote for the resolutions.
2024 saw C+ celebrate its 40th anniversary - a remarkable legacy that highlights our ability to anticipate changes, adapt, and continuously reinvent ourselves to tackle the ever-evolving challenges of the market. Over recent years, we have significantly expanded our reach, amassing nearly 27 million subscribers across more than 50 countries, firmly establishing ourselves as a leading player in the global Pay-TV landscape.
Our listing is a testament to the transformational journey C+ has undertaken, underpinned by a clear strategy based on the internationalization of our offerings. Subject to relevant conditions being satisfied, our contemplated acquisition of MultiChoice would be a significant step that should enable us to become the Pay-TV leader in Africa and enhance our international footprint. This would complement our stakes in Viu in South-East Asia, and in ViaPlay in Northern Europe. The Group has significant scope for growth and its markets have tremendous potential.
2025 is full of opportunities to reach new milestones, each one bringing us closer to our ambition of becoming one of the world's leading media and entertainment groups. On behalf of the Supervisory Board, together with the Management Board led by Maxime Saada, we are committed to ensuring we deliver superior value for all our stakeholders.
We remain determined to demonstrate the strength of our strategy and earn the market's confidence.
Yannick Bolloré

Dear shareholders,
2024 was a milestone year for C+ as we stepped out into the world as a publicly listed company on the London Stock Exchange. Together, we are now writing a new chapter of C+'s journey and I would like to thank you for your valuable trust in our vision.
Since its inception in 1984, C+ and its team have been dedicated to creating and providing a unique entertainment experience. Today, C+ is more than ever, in a position to achieve its ambition to become one of the top media and entertainment groups in the world with 50 to 100 million subscribers.
Revenues increased to €6.45 billion, up 3.6% from 2023. EBITA before exceptional items reached €503 million, a 5.4% increase. Cash flow from operations stood at €218 million, due to anticipated exceptional items. Our net debt was reduced to a record low of €355 million. And, the new assets we successfully integrated, DAILYMOTION, GVA and L'OLYMPIA were strong performers and contributed positively to these results. We extended our subscriber base to reach 26.9 million, an 80% increase from 2016. As a matter of facts, 2024 was a record year in terms of subscriber growth in France, with the highest increase of our Direct-to-Customer subscriber base over the past 15 years. In 2024, we strengthened our focus on improving our operational and financial performance in all territories especially in Europe. We undertook a wide range of cost-cutting measures (such as the non-renewal of the Ligue 1 and Disney contracts along with the withdrawal of our PayTV channels from DTT in France). We also prioritized cash generation and management. As a matter of fact, all our operations, projects and capital allocations are now being screened with a view to significant enhancement of cash generation. Additionally, we have initiated dividend payments, a first step, subject to approval at our next General Shareholders' Meeting, demonstrating our commitment to delivering long-term value to our shareholders and, more broadly, all our stakeholders.
We expanded our reach in Europe and Asia by raising our stake in Viaplay to 29.3% and Viu to 37.2%.
Most importantly, we are getting ready to unlock the huge untapped market potential of the booming African market. Our planned transformative acquisition of MultiChoice, the leading PayTV operator in English and Portuguese-speaking Africa, is central to our ambitions for the region. The new group created by this combination would be a 40 million+ subscriber entertainment company, present in close to 70 countries,
40 of them in Africa, generating significant synergies. We expect the implementation of these synergies to start as soon as the operation is approved.
Content diversity is the cornerstone of our value proposition, enabling us to engage with all our audiences, and to stand out in a crowded market. We offer best-in-class programming across all thematic segments, thanks to a wellbalanced mix of in-house productions and third-party content, both locally and globally.
In Cinema, we bring our subscribers the very best of local and international box office successes thanks to our strong positioning as the leading partner of domestic cinemas across our markets, and our output deals with major U.S. studios. Our in-house studio, Studiocanal, continued to deliver exceptional results, both with local blockbusters like Beating Hearts (Studiocanal's highestgrossing film in France with almost 5 million tickets sold) and global ones such as Paddington in Peru (which generated over \$200 million at the global box office). In Series, we have showcased our ability to create in-house hits with Paris Has Fallen, Studiocanal's first gobal-scale series, on top of offering all the must-watched series from leading third party platforms. In Sports, we also balance the broadcasting of beloved local competitions, like the Top 14, with the world's most prestigious sporting events, including the Premier League, UEFA competitions, and Formula 1, of which we are the largest broadcaster in the world. We have also continued to make headway in differentiating C+ from other competitors with our super-aggregation content strategy. In 2024, we expanded this strategy by signing new partnerships with Warner Max, Paramount+ and — in a world-premiere — Apple Music, in addition to the multi-years and multi-territories agreements we already had with Netflix and AppleTV+.
Overall, in 2024 we achieved yet another year of growth, delivering sound financial performance and confirming our robust strategy. Our revenues are solid and recurring, our costs are under control, our cash generation and management are on the right track with expected shortterm improvements. We eye 2025 and beyond with confidence in our ability to generate sustainable growth and to create value for all stakeholders.
I am delighted to invite you to our first General Meeting on 6 June 2025 at L'Olympia. This iconic Parisian venue being now part of C+ is yet another testimony, if needed, to the fact that C+ is not just any media group.
Thank you for your trust and support.
Maxime Saada
Over the last 40 years, C+ has evolved from its origins as a French subscription-TV channel to become a globally recognised media and entertainment powerhouse. Pursuing a deliberate strategy of international expansion, it has consistently invested in innovative content and technology to provide customers with an outstanding entertainment experience.
Since 2016, C+ has almost tripled its international subscriber base. Today nearly two-thirds of its 26.9 million subscribers are outside France, with over 400 million monthly active users worldwide on its OTT and video streaming platforms.
Today, C+ is a central player in the global media ecosystem operating across 52 countries. High-growth markets such as Africa have been key drivers of its expansion. At the same time, C+ has continued to lead the way in its European markets, notably France and Poland, as consumer preferences have evolved. It has done this by aggregating high quality content acquired or produced in-house for its premium services, together with leading streaming services, thirdparty and free-to-air channels, offering a seamless consumer experience through its leading OTT platform.
In addition to continued organic growth on the back of structurally supportive market dynamics, C+ has recently made three significant investments to expand its footprint beyond its existing geographies. C+ is already the largest shareholder in MultiChoice Group, the leading PayTV company in English and Portuguese-speaking Africa, and is currently undertaking a mandatory offer for its outstanding shares to create a global champion with Africa at its heart. C+ is also the main shareholder in Viaplay, Scandinavia's top PayTV, and has a significant equity stake in Viu, which consistently ranks among the top 3 OTT platforms in Southeast Asia.
The group's proprietary content offering has further strengthened its position as a leading media player. Its in-house content production and distribution unit, STUDIOCANAL, boasts one of the world's largest movie libraries, with over 9,400 titles including major franchises and global box office hits such as Rambo, Terminator II and Bridget Jones's Diary. Together with its PayTV channels, every year the group produces around 200 films, 80 TV series, and more than 5,000 hours of unscripted content, serving both C+ channels and third-party partners.




Operating income €341m 2023: €426m


1. mainly related to various reorganisation projects within French activities (including the redundancy plan linked to the ARCOM's decision not to renew C8's broadcast licence) and litigation matters
2. Scope 1 and 2 market-based
C+ continued to grow organically during 2024, both in revenues (+3.6% YoY) and in adjusted EBIT (EBITA) margin before exceptional items (+5.4% YoY), benefiting from structurally supportive market dynamics. Since 2016, C+ has almost tripled its international subscriber base, with nearly two-thirds of its 26.9 million subscribers now outside France.
In 2024, the group conducted its spin-off from Vivendi and, at the same time, integrated a number of Vivendi assets. These included: GVA, a fastgrowing FTTH operator in sub-Saharian Africa; DAILYMOTION, one of the world's largest adsupported video streaming platforms; and two iconic Parisian performance venues, L'OLYMPIA and Théâtre de l'Oeuvre.
Over the course of the year, the group's carbon emissions were reduced by 17% YoY, mainly through internal initiatives (e.g. label Ecoprod1 ) as well as by optimising its real estate footprint.
Closing of OCS and Orange Studio acquisitions
c+pc 16 February
Increase in C+'s stake in Viaplay to 29.3%, following its recapitalisation
Announcement by STUDIOCANAL of the creation of its genre label, "Sixth Dimension" 2
Announcement of "STUDIOCANAL Stories", a new label dedicated to literary adaptations into films and TV series, the first in France and several countries in Europe, making STUDIOCANAL a pioneer within production and distribution studios
Acquisition of exclusive broadcast rights to the UEFA Champions League, UEFA Youth League and UEFA Super Cup in Poland until 2027
Announcement of STUDIOCANAL's new ambitions in series' development and production, and appointment of M-K Kennedy as Executive Managing Director of Worldwide Television
Start of C+ mandatory takeover offer (MTO) to acquire all the outstanding MultiChoice shares
1. C+ is a founding member of Ecoprod, an association whose aim is to promote and bring together all stakeholders in the audiovisual and film industry by encouraging them to adopt environmentally responsible practices. In 2023, the association introduced the Ecoprod label: eco-certified productions.
2. Label name unveiled on 6 February 2025
Worldwide release of STUDIOCANAL production Back to Black (\$56 million worldwide box office). The film was #1 in 8 European markets at its opening: UK, France Italy, Netherlands, Poland, Portugal, Iceland, Switzerland & Germany
Renewal of exclusive French rugby rights until 2032
Renewal of multi-year, multi-country distribution agreement with Netflix
Partnerships between C+ and Titan OS to deploy the group's apps in 10 countries
New multi-year, multi-country distribution agreement with the streaming platform Max
Increase in C+'s stake in Viu to 37.2%3
Integration of L'OLYMPIA within the group
Expansion of the partnership between C+ and Paramount in France, including the distribution to C+ subscribers of Paramount+ and nine linear channels
Unveiling by STUDIOCANAL of a new brand, "STUDIOCANAL Kids & Family", strengthening the group's strategy around IP dedicated to kids and family and clarifying its expertise and experience in brand management
Integration of DAILYMOTION within the group, and signing of GVA's acquisition
Partnership with Renault to distribute the C+ app in connected vehicles equipped with OpenR Link technology in France, Switzerland and Poland
Release of "Beating Hearts" (L'Amour Ouf) in France, breaking STUDIOCANAL's French box office record with 4.9 million admissions
C+'s 40 th anniversary
UK release of "Paddington in Peru", the biggest opening weekend for an independent movie since James Bond, No Time to Die in 2021
Strengthening of partnership with Apple, with an Apple Music offer for C+ subscribers, a first with a PayTV player
Extension of Premier League exclusive broadcaster rights in Poland and in Myanmar for seasons 2025/2026 to 2027/2028
C+ listing on the London Stock Exchange
3. 36.8% increased to 37.18% on 8 October 2024 due to subsequent contractual adjustments

©Regine Mahaux-Cyrille George Jerusalmi/Ý
Chairman of the Management Board
Chief Executive Officer of C+
Member of the Management Board
Chief Financial Officer of Ý
ANNA MARSH
Member of the Management Board
Deputy CEO of Ý
Chief Content Officer
of Ý1
CEO of STUDIOCANAL
Member of the Management Board in charge of Global PayTV1

9. Powers to carry out formalities.
We have called this Combined General Meeting to submit for your approval the following nine resolutions, the draft of which was approved by the Supervisory Board and the Management Board on 28 April 2025. In this report, the Management Board presents the reasons for submitting these resolutions to your binding vote. We believe that the proposed resolutions are in the best interests of C+ SA and its shareholders. The Management Board recommends that you vote in favour of the proposed resolutions set out in this convening notice.
The first resolution concerns the approval of the financial statements of the Company for the financial year ended 31 December 2024, showing a loss amounting to EUR (10,575,817.11).
The second resolution relates to the approval of the consolidated financial statements for the financial year ended 31 December 2024, showing a loss amounting to -96m€.
The details of these financial statements can be found in Chapter 3 of the Company's Annual Report, available on its website under the 'Results and Publications' section: C+ Annual Report.
The Company's annual financial statements and the consolidated financial statements have been audited and certified without reservations by the statutory auditors whose reports can be found in Chapter 3 of the Company's Annual Report, available on its website under the 'Results and Publications' section: C+ Annual Report.
The Shareholders' Meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings, and having considered the report of the Management Board, the absence of observations by the Supervisory Board on the Management Board's report and on the Company's annual financial statements, and the statutory auditors' report on the annual financial statements for the financial year ended 31 December 2024 , approves the annual financial statements for the financial year ended 31 December 2024, as presented to them, showing a net loss amounting to EUR (10,575,817.11), as well as the transactions reflected in those financial statements or summarized in those reports.
The Shareholders' Meeting, voting with the quorum and majority conditions required for ordinary shareholders' meetings, and having considered the report of the Management Board, the absence of observations by the Supervisory Board on the
Management Board's report and on the Company's annual financial statements and the statutory auditors' report on the consolidated financial statements for the financial year ended 31 December 2024, approves the consolidated financial statements for the financial year ended 31 December 2024as well as the transactions reflected in those financial statements or summarized in those reports.
The third resolution concerns the allocation of the Company's result.
The Management Board proposes to allocate the loss for the financial year ended 31 December 2024, amounting to EUR (10,575,817.11), in full to the "Retained Earnings" (Report à Nouveau) account, which would be reduced from EUR 315,539.60 to EUR (10,260,277.51).
The Management Board proposes the payment, in cash, of a unitary ordinary dividend of EUR 0.02 per share, i.e. a global amount of EUR 19,839,189.88, based on the number of shares entitled to dividends as of 31 December 2024. The ex-dividend date would be set for 19 June 2025, and the dividend would be paid on 27 June 2025. This dividend would be entirely deducted from the "Share Premium" (Prime d'émission) account, which would be reduced from EUR 6,603,000,000 to EUR 6,583,160,810.12.
This recommendation has been approved by the Management Board at its meeting held on 28 February 2025 and by the Supervisory Board at its meeting held on 3 March 2025.
The Shareholders' Meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings, and on the recommendation of the Management Board, resolves to allocate the distributable profit for the financial year ended 31 December 2024 as follows:
| Net Income for the financial year | EUR (10,575,817.11) |
|---|---|
| Former Retained Earnings 1 | EUR 315,539.60 |
| Distributable Profit | EUR 0 |
| Allocation of Profit to Retained Earnings EUR (10,575,817.11) | |
| Retained Earnings after Allocation | EUR (10,260,277.51) |
| Payment of Dividends by deduction from Distributable Premiums 2 3 |
EUR 19,839,189.88 |
1. The Retained Earnings account, which amounted to EUR 315,539.60 as of 31 December 2024, is reduced to EUR (10,260,277.51) following the allocation of the entire net income for the financial year ended 31 December 2024.
The Shareholders' Meeting resolves as a result to distribute, by way of a deduction from the "Share Premium" account, an amount of EUR 0.02 per share, i.e., EUR 19,839,189.88 based on the number of shares entitled to dividends as of 31 December 2024. The ex-dividend date is set for June 19, 2025, and the dividend will be paid on 27 June 2025. In the event of any change in the number of treasury shares held by the Company compared to the number held as of 31 December 2024, the portion of the dividend corresponding to such variation shall be added to or deducted from the "Share Premium" account accordingly.
In accordance with the provisions of article 112, 2° of the French General Tax Code, amounts received by shareholders that qualify as a repayment of share premium are not considered as distributed income and are therefore not taxable, provided that all profits and reserves, other than the legal reserve, have been previously distributed.
In the present case, the amounts distributed to shareholders qualify as a repayment of share premium and, given that the Company has no distributable profit or distributable reserves as of the close of the financial year ended on 31 December 2024, shareholders will not be subject to taxation in respect of said amounts.
Individual shareholders whose tax cost of Company's shares is lower than the total amount of the distribution corresponding to the repayment of the share premium, and who have benefited from a tax rollover (report or sursis as the case may be) in respect of these shares or Vivendi shares, are invited to consult their usual tax advisor in order to determine the tax consequences arising from these particular circumstances.
In accordance with legal provisions, the Shareholders' Meeting acknowledges that no dividend has been distributed over the last three financial years.
The fourth resolution concerns the approval of the special report of the statutory auditors on related-party agreements. Shareholders are asked to acknowledge that no new relatedparty agreement were entered into during the financial year ended 31 December 2024.
The special report of the statutory auditors refers to a relatedparty agreement already approved by the Shareholders' Meeting held on 9 December 2024 and implemented during the financial year ended 31 December 2024. This agreement was entered into on 30 October 2024, between the Company, Groupe C+ SA, and the sponsoring banks, and relates to the mandate of the sponsor banks appointed in connection
The Shareholders' Meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings, and having considered the statutory auditors' special report on agreements referred to in articles L. 225-88 et seq. of the French Commercial Code, approves said report and acknowledges that no new related-party agreement was entered into during the financial year ended 31 December 2024, and that the report includes information on formerly approved agreements that continued to be executed during the financial year ended 31 December 2024.
Order No. 2023-1142 dated 6 December 2023, transposing EU Directive 2022/2464 (the "Corporate Sustainability Reporting Directive" or "CSRD"), imposes, as from financial year ending on 31 December 2025, an obligation on the Company to have its sustainability information certified by a statutory auditor or an independent third party, whose appointments are subject to shareholders' approval.
A bill on various adjustments to European Union economic, financial, environmental, energy, transport, health, and mobility laws, which the Parliament has passed but is currently being reviewed by the Constitutional Council (Conseil Constitutionnel), aims to amend the above-mentioned Order by granting relevant companies an additional two-year period to comply with these obligations (Article 7A of the bill). If this bill enters into force, the Company would be required to prepare and certify a sustainability reporting as from the financial year beginning on 1st January 2027.
Similarly, two "Omnibus" directives could delay the application of the CSRD Directive by two years for certain companies, including C+.
The fifth and sixth resolutions relate to, respectively, the appointment of Grant Thornton and Deloitte & Associés as statutory auditors responsible for certifying the Company's sustainability information, subject to any subsequent amendments to Order No. 2023-1142 of 6 December 2023 which would make these appointments unnecessary. Their term would be for five financial years, in line with the duration of their mandates as statutory auditors for certification of financial statements, expiring at the Shareholders' Meeting approving the financial statements for the financial year ending on 31 December 2029.
As a result, if Order No. 2023-1142 dated 6 December 2023 is amended in such a way that these appointments become unnecessary, these appointments would lapse automatically. The appointments would remain in force otherwise.
Grant Thornton and Deloitte & Associés have confirmed that they would accept these appointments if approved by the Shareholders' Meeting and that they are not subject to any incompatibilities or restrictions that would prevent their appointments.
Appointment of Grant Thornton as statutory auditor responsible for auditing sustainability information
The Shareholders' Meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings, and having considered the report of the Management Board and the absence of comments from the Supervisory Board on said report, resolves to appoint Grant Thornton as statutory auditor responsible for auditing sustainability information, subject to any future amendment to Order No. 2023-1142 of December 6, 2023 which would make such appointment no longer necessary, for a term of five years, corresponding to the remaining duration of its mandate as statutory auditor for the certification of the financial statements. Its mandate will expire at the end of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2029, in accordance with article 38 of Order No. 2023-1142 of 6 December 2023. Grant Thornton has confirmed its acceptance of the appointment and has stated that it is not subject to any incompatibility or prohibition that would prevent such appointment.
The Shareholders' Meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings, and having considered the report of the Management Board and the absence of comments from the Supervisory Board on said report, resolves to appoint Deloitte & Associés as statutory auditor responsible for auditing sustainability information, subject to any future amendment to Order No. 2023-1142 of 6 December 2023 which would make such appointment no longer necessary, for a term of five financial years, corresponding to the remaining duration of its mandate as statutory auditor for the certification of the financial statements. Its mandate will expire at the end of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2029, in accordance with article 38 of Order No. 2023-1142 of 6 December 2023. Deloitte & Associés has confirmed its acceptance of the appointment and has stated that it is not subject to any incompatibility or prohibition that would prevent such appointment.
The seventh resolution concerns the authorization to be granted to the Management Board, with the right to sub-delegate, to allocate existing or newly issued free shares to employees and corporate officers of the Group, or some of them.
The Management Board proposes replacing the authorization to allocate existing or newly issued free shares to employees and corporate officers of the Group or certain of them granted by the Shareholders' Meeting dated 9 December 2024, held prior to the Company's listing, and to cancel this former authorization with respect to its unused portion.
In 2024, 3,338,800 shares were awarded under the authorization granted by the Shareholders' Meeting dated 9 December 2024, representing 0.34% of the share capital.
This new authorization is subject to a limit of 2% of the share capital, within the global limit for capital increases set by the Shareholders' Meeting of 9 December 2024, or any other similar limit. For illustrative purposes, based on the share capital as of 31 December 2024, the maximum number of shares that could be granted is 19,839,189 shares.
Upon recommendation of the Nominations and Remuneration Committee, the Supervisory Board, during its meeting held on 16 April 2025, resolved that the vesting period for free shares will be three years, subject to the beneficiary's presence.
Upon recommendation of the Nominations and Remuneration Committee, the Supervisory Board, during its meeting held on 28 April 2025, approved the performance conditions applicable to two-thirds of the shares (the remaining one-third being subject to the beneficiary's presence only), as follows:
The final number of performance shares vested, subject to the beneficiary's presence, would be determined as follows, without each performance indicator being able to offset each other:
Upon recommendation of the Nominations and Remuneration Committee, the Supervisory Board set a maximum target amount for these awards of EUR 11 million.
The Company is a leading global media and entertainment powerhouse, listed on the London Stock Exchange since December 2024, with the ambition of expanding its international presence and enhancing long-term value creation for its shareholders. Given its ambitious growth strategy, including in the context of the combined offer over MultiChoice, the attractiveness of its remuneration practices for top-tier global talent is a priority.
The media sector is particularly competitive, with significant pressure from U.S.-based companies. While not seeking to match pay levels, the Company considers it essential to adopt innovative remuneration approaches to ensure the attraction and retention of the best talent in the sector.
The hybrid model proposed (with two-thirds of the allocation subject to performance conditions and one-third subject to the beneficiary's presence) makes it possible to reconcile the objectives of retaining key talent and creating long-term value. It is a key tool to support the Company's long-term ambitions in the interest of shareholders.
The proposed share plan is indeed designed to position the Company competitively in a global market where comparable companies, particularly in the U.S., offer highly attractive compensation structures. By implementing this hybrid model, while complying with European standards in terms of award levels and vesting period (three years), the Company would be able to attract and retain high-level talent and support the implementation of its strategy and international expansion.
Considering ongoing discussions in the London market, including recent initiatives by the Capital Markets Industry Taskforce (CMIT) to improve remuneration competitiveness, the Company's adoption of a long-term hybrid plan is aligned with emerging practices in the UK.
Moreover, the chosen approach will help building a solid pool of managers, promoting managerial stability – a decisive factor in the Company's international expansion as a newly listed entity.
Ultimately, the proposed share plan positions the Company to deliver sustainable growth, strengthen talent retention in a competitive environment, and promote a better alignment of interests between management and shareholders, thereby contributing significantly to the Company's long-term success.
This authorization will be granted for a period of twenty-six (26) months (i.e., until 6 August 2027).
Authorization to the Management Board to award existing or newly issued free shares to employees and corporate officers of the Group, or some of them
The Shareholders' Meeting, voting under the quorum and majority conditions required for extraordinary shareholders' meetings, and having reviewed the Management Board's report and the statutory auditors' special report, acting in accordance with articles L. 225-197-1 et seq. of the French Commercial Code:
authorizes the Management Board, with the option to subdelegate under the conditions provided by law, to proceed, on one or more occasions, with the allocation of free existing or newly issued shares (excluding preference shares), to the benefit of the beneficiaries or categories of beneficiaries it shall determine from among the employees of the Company or of companies or entities affiliated with it under the conditions set forth in article L. 225-197- 2 of the French Commercial Code, and the corporate officers of the Company or of companies or entities affiliated with it who meet the conditions set forth in article L. 225-197-1, II of the French Commercial Code, under the terms defined below;
resolves that the free allocation of existing or newly issued shares under this authorization may not represent more than 2% of the share capital of the Company on the date of the decision to allocate them by the Management Board, it being specified that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, under this authorization shall count against the global limit set in paragraph 2 of the fifth resolution of the Ordinary and Extraordinary Shareholders' Meeting of the Company held on 9 December 2024 or, as applicable, against the global limit potentially set by any similar resolution that may replace said resolution during the validity period of this authorization, and in any event, the total number of shares allocated free of charge may not exceed the limits set by articles L. 225-197-1 et seq. of the French Commercial Code. These limits shall be increased, where applicable, by the number of shares to be issued as a result of adjustments required to preserve, in accordance with legal and regulatory provisions and, where applicable, the terms of the plans providing for other preservation mechanisms, the rights of the beneficiaries;
c+pc the free allocation of shares to beneficiaries shall become final at the end of a vesting period, the duration of which shall be
determined by the Management Board, it being specified that such duration may not be shorter than the minimum period required by the legal provisions applicable on the date of the allocation decision (which, as of today, is one year);
resolves that the Management Board may decide to make the final allocation of freely allotted shares subject, or not, to the achievement of one or more performance conditions, as may be determined by the Management Board;
grants full powers to the Management Board, with the option to subdelegate under the conditions permitted by law, to implement this authorization and, in particular, to:
resolves that the Management Board shall also have, with the option to subdelegate under the conditions permitted by law, all powers to deduct, where applicable, in the event of the issuance of new shares, from reserves, retained earnings or share premiums, the amounts necessary to fully pay up said shares, to record the completion of share capital increases carried out pursuant to this authorization, to amend the Company's articles of association accordingly, and more generally to carry out any acts and formalities necessary;
resolves that the Company may, where applicable, proceed with adjustments to the number of shares freely allocated as may be necessary to preserve the rights of the beneficiaries, in light of any transactions affecting the share capital or shareholders' equity of the Company, in particular in the event of a change in the nominal value of shares, allocation of free shares, issuance of new equity securities with preferential subscription rights, stock splits or reverse stock splits, distributions of reserves, share premiums or any other assets, amortization of the share capital, changes in profit allocation through the issuance of preference shares, or any other transaction affecting shareholders' equity or share capital and/or in the event of a change of control). It is specified that the shares allocated pursuant to such adjustments shall be deemed to have been allocated on the same date as the initially allocated shares;
acknowledges that, in the event of the free allocation of newly issued shares, this authorization shall entail, upon final allocation of said shares, a share capital increase through the capitalization of reserves, retained earnings or share premiums, for the benefit of the beneficiaries of said shares, and a corresponding waiver by the shareholders of their preferential subscription rights to such shares in favor of said beneficiaries;
acknowledges that, in the event the Management Board makes use of this authorization, it shall report each year to the Ordinary Shareholders' Meeting on the transactions carried out pursuant to the provisions of articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code, in accordance with the conditions set forth in article L. 225-197-4 of the French Commercial Code;
resolves that this authorization is given to the Management Board for a period of twenty-six (26) months as from the date of this Shareholders' Meeting;
resolves that this authorization supersedes, as of today and up to the unused portion, where applicable, any prior authorization having the same purpose, namely any authorization to proceed with the free allocation of existing or newly issued shares to employees and corporate officers of the group, or certain among them.
The eighth resolution concerns the authorization to be granted to the Management Board, with the right to sub-delegate, to carry out a share capital reduction not motivated by losses, by way of cancellation of shares acquired by the Company in accordance with article L. 225-208 of the French Commercial Code.
This authorization would allow the Company to cancel shares acquired that have not been allocated or sold within the mandatory period, in accordance with article L. 225-214 of the French Commercial Code.
The maximum number of shares that may be cancelled shall not exceed 10% of the share capital.
This authorization will be granted for a period of thirty (30) months (i.e., until 6 December 2027).
Authorization to the Management Board to reduce the Company's share capital by cancelling the shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial Code
The Shareholders' Meeting, voting under the quorum and
majority conditions required for extraordinary shareholders' meetings, and having reviewed the Management Board's report and the statutory auditors' special report, acting in accordance with articles L. 225-204, L. 225-205 and L. 225-214 of the French Commercial Code,
authorises the Management Board to carry out a share capital reduction on one or more occasions by cancelling shares, in accordance with article L. 225-214 of the French Commercial Code, of a maximum number of shares representing 10% of the Company's share capital at the date of this Shareholders' Meeting, acquired by the Company under the provisions of article L. 225-208 of the French Commercial Code,
resolves that the Management Board shall have all powers, with the option to sub-delegate powers under the conditions provided by law, to decide and implement a share capital reduction in accordance with this resolution and including:
resolves that this authorization is granted to the Management Board for a period of thirty (30) months as from the date of this Shareholders' Meeting.
The ninth resolution concerns the power to carry out all formalities.
The Management Board proposes to confer all powers to the bearer of an original, copy, or extract of the minutes of this Shareholders' Meeting to carry out all legal formalities.
The Shareholders' Meeting confers all powers to the bearer of an original, copy, or extract of the minutes of this Shareholders' Meeting to carry out all legal formalities.
| ONGOING AUTHORIZATIONS | AUTHORIZATIONS PROPOSED TO THE 2025 AGM |
|||
|---|---|---|---|---|
| Nature of the resolution | Maximum duration |
Maximum nominal amount |
Amount used during the financial year 2024 |
|
| Delegation of authority to the Management Board to decide to increase the capital of the Company or of another company through the capitalisation of premiums, reserves, profits or any other amounts |
26 months | €100 million | n/a | |
| Delegation of authority to the Management Board to decide to increase the Company's share capital by issuing shares and/or securities giving immediate or future access to the share capital, with pre-emptive subscription rights |
26 months | 33% of the share capital |
n/a | |
| Delegation of authority to the Management Board to increase the number of securities to be issued in the event of a capital increase, with or without pre-emptive subscription rights |
26 months | 15% of the original issue1 |
n/a | |
| Delegation of authority to the Management Board to decide to increase the Company's capital by issuing shares and/or securities giving immediate or future access to the capital, without preferential subscription rights, reserved for members of savings plans |
26 months | 1% of the share capital 2 |
n/a | |
| Authorization to the Management Board to make free allocations of existing shares or shares to be issued to employees and officers of the Group or to some of them |
26 months | 2% of the share capital 2 |
0.34% of the share capital |
At the General Meeting to be held on 6 June 2025, shareholders will be asked to authorize the Management Board to grant free existing shares or shares to be issued to some or all of the Group's employees and corporate officers: |
| Duration of the authorization: 26 months |
||||
| Ceiling: 2% of the share capital |
1. Within the limits of the maximum amount of the authorization pursuant to which the original issue of shares is made.
2. The maximum aggregate nominal amount of capital increases that may be carried out under this authorization shall be deducted from the overall cap for capital increases of one-third of the share capital.
UNDER NO CIRCUMSTANCES SHOULD THIS FORM BE RETURNED TO C+.

Note: the calculation of the majority of votes for decision purposes is based on the votes expressed and excludes abstentions. However, abstentions are taken into account for the calculation of the quorum.
Each shareholder, irrespective of the number of shares held, is entitled to participate or be represented at the General Meeting under the legal and regulatory conditions in force.
The right to participate in the General Meeting is subject to the registration of the shares in an account held in the name of the shareholder or in the name of a registered intermediary acting on their behalf, on the second business day preceding the General Meeting, i.e., by Wednesday, June 4, 2025 at midnight (Paris time):
The recording or registration of shares in bearer share accounts maintained by authorized intermediaries is evidenced by means of a shareholding certificate delivered by such intermediaries or, when applicable, by electronic, attached to:
established in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.
A certificate is also issued to any shareholder who would like to attend the meeting in person and who has not received his or her admission card by the second business day preceding the General Meeting, i.e., Wednesday, June 4, 2025 at midnight (Paris time).
Please note that in accordance with the provisions of paragraph III. of article R.22-10-28 of the French Commercial Code, when a shareholder has already sent a postal vote, a proxy or requested an admission card or certificate of participation, the shareholder may no longer choose another means of participating in the General Meeting.
If a shareholder is unable to attend the General Meeting in person, he may choose one of the following options:
Shareholders wishing to attend the General Meeting in person may obtain an admission card by post as follows:
Requests for admission cards by post must be received by Uptevia no later than three days before the General Meeting, in accordance with the above procedure.
Shareholders who have not received their admission card at least two business days before the General Meeting are invited to:
Shareholders wishing to attend the meeting in person may also request an admission card online as follows:
c+pc Pure registered shareholders should connect to the voting website via their Shareholder Area: https://www.investors. uptevia.com/
Holders of pure registered shares should connect to their Shareholder Area using their usual username and password. After connecting, follow the on-screen instructions to gain access to the VOTACCESS platform and request an admission card.
c+pc Administered registered shareholders should connect to the voting website via the VoteAG website: https://www.voteag.com/: Holders of administered registered shares should connect to the VoteAG website using the temporary login credentials provided on the Single Voting Form or in the electronic notice of meeting. Once on the home page of the website, they must follow the on-screen instructions to access the VOTACCESS platform and request an admission card. If a shareholder no longer has their login ID and/or password, they may contact Uptevia at 0800 00 75 35 (from France) or +33 1 49 37 82 36 (from abroad).
Shareholders should check with the authorized intermediary managing their securities account to determine whether it is connected to the VOTACCESS platform and, if so, whether access is subject to specific conditions of use. If the authorized intermediary is connected to VOTACCESS, the shareholder must log in to the intermediary's online portal using their usual access credentials. They should then follow the on-screen instructions to access the VOTACCESS website and request an admission card.
Shareholders not attending the General Meeting in person may choose one of the following three options:
Under the following conditions:
To be taken into account, postal or proxy voting forms must be received by Uptevia – Service Assemblée Générales, mandated by C+ SA, no later than Tuesday, June 3, 2025.
Appointments and revocations of proxies sent by post must be received no later than Tuesday, June 3, 2025.
Shareholders also have the option to vote by mail or by proxy online prior to the General Shareholders' Meeting, through the VOTACCESS platform, under the conditions described below:
The holders of administered registered shares must log in to VoteAG using the temporary login credentials provided on the Single Voting Form or in the electronic notice of meeting. After logging in, they must follow the on-screen instructions to access
the VOTACCESS site and vote or appoint or revoke a proxy. If the shareholder no longer has their login ID and/or password, they may contact Uptevia at 0800 00 75 35 (from France) or +33 1 49 37 82 36 (from abroad).
c+pc Bearer shareholders: shareholders should check with their authorized intermediary managing their securities account to determine whether it is connected to the secure VOTACCESS platform and, if so, whether access is subject to specific conditions of use.
If the shareholder's authorized intermediary is connected to the secure VOTACCESS platform, the shareholder must log in to the intermediary's online portal using their usual access credentials. They should then click on the icon displayed next to their shares and follow the on-screen instructions to access the VOTACCESS platform and vote, appoint, or revoke a proxy.
If the shareholder's authorized intermediary is not connected to the VOTACCESS platform, it should be noted that the notification of the appointment or revocation of a proxy may still be carried out electronically, under the following conditions:
The above email address should only be used for granting or revoking proxies. Requests or notifications made to this address for another purpose will not be taken into consideration and/or processed.
For appointments and revocations of proxies made online to be validly taken into account, confirmations must be received no later than Thursday, June 5, 2025, at 3:00 p.m. (Paris time).
The VOTACCESS platform will be open from Monday, May 19, 2025, at 10:00 a.m. (Paris time).
The opportunity to vote online before the General Meeting will end on Thursday, June 5, 2025, at 3:00 p.m. (Paris time).
To avoid potential overloading of the VOTACCESS service, shareholders are strongly advised not to wait until the day before the General Meeting to cast their vote.
For any proxy granted by a shareholder without specifying a representative, the Chairman of the General Meeting will vote in favor of the draft resolutions presented or approved by the Management Board or the Supervisory Board and against the adoption of all other draft resolutions.
Shareholders who have submitted a request for an admission card, granted a proxy, or sent a postal voting form will no longer be able to change their method of participation in the General Meeting.
One or more shareholders fulfilling the conditions provided for in Article R. 225-71 of the French Commercial Code may request the inclusion of items on the agenda or draft resolutions
These points or draft resolutions are included on the agenda for the Meeting and communicated to the shareholders under the legal and regulatory conditions in force.
Request for inclusion of points or draft resolutions must, in accordance with the legal and regulatory conditions in force, be sent to the Company's registered office for the attention of the Chairman of the Management Board by registered letter
with acknowledgment of receipt no later than the twenty-fifth day preceding the General Meeting (Article R. 225-73 of the French Commercial Code). The request must be accompanied by a share certificate attesting to the holding in an account which proves that the authors of the request hold or represent the fraction of the share capital required by the aforementioned Article R. 225-71, either from the registered share accounts maintained by the Company or from the bearer share accounts held by an intermediary mentioned in Article L. 211-3 of the French Monetary and Financial Code. Requests for inclusion of items on the agenda must be reasoned and requests for inclusion of draft resolutions must be accompanied by the text of the draft resolutions which may be accompanied by a brief explanatory statement.
The Company acknowledges receipt of requests for inclusion of points or draft resolutions, by registered letter, within five days of such receipt.
Consideration of the resolution is subject to the transmission, by the authors of the request, of a new certificate proving the registration of the shares in the same accounts on the second business day preceding the meeting at midnight, Paris time, i.e. Wednesday, June 4, 2025 at midnight, Paris time.
In accordance with Articles L. 225-108 and R. 225-84 of the French Commercial Code, every shareholder has the right to submit written questions to the Chairman of the Management Board from the date on which the necessary documents are made available to shareholders to enable them to make an informed decision on the management and running of the Company's business, by registered letter with acknowledgment of receipt, addressed to the Company's registered office for the attention of the Chairman of the Management Board or by electronic telecommunication to the following address: ag@ canal-plus.com no later than the fourth business day before the General Meeting (i.e., by Monday, June 2, 2025).
In accordance with Article R. 225-84 of the French Commercial Code, these questions must be accompanied by a shareholding certificate, either from the registered share accounts maintained by the Company or from the bearer share accounts held by an intermediary mentioned in Article L. 211-3 of the French Monetary and Financial Code.
In accordance with applicable laws and regulations, a single response may be provided to questions that are similar in nature or relate to the same subject. A written question will be deemed answered if the response is posted on the Company's website in a dedicated questions and answers section.
Any shareholder who has already returned his or her single proxy or postal voting form may transfer all or some of his or her shares up to the date of the Meeting.
However, if the transfer takes place before midnight (Paris time) on the second business day preceding the date of the General Meeting, the authorised financial intermediary holding the account will notify the financial institution designated above of the transfer and provide the information needed to cancel the vote or modify the number of shares and votes corresponding to the vote.
No transfer of shares made after midnight (Paris time) on the second business day preceding the date of the General Meeting, by whatever means, will be notified or considered, notwithstanding any agreement to the contrary.
A CREST Depository Interest ("CDI") holder ("CDI Holder") cannot give voting instructions directly to the Company. The CDI Holder must instead give its voting instructions directly to its broker or nominee account holder in CREST ("CREST Account Holder"). Its CREST Account Holder will in turn cast its votes via the Euroclear UK & International Limited ("EUI") and CREST International service for proxy voting (which is provided by Broadridge Financial Solutions Limited ("Broadridge")). Further details in relation to the Broadridge voting service can be accessed on the EUI "My Euroclear" website (https:// my.euroclear.com) and further details on instructions for voting can be found under "All you need to know about SRD II in Euroclear UK & International – Euroclear", in addition to the information below. It is important to note that the Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the UK Uncertificated Securities Regulations 2001.
The CDI Holder should consult with its CREST Account Holder at the earliest opportunity for further information on the processes and timelines for submitting its votes for the General Meeting. In particular, the CDI Holder will need to contact its CREST Account Holder for details of: (i) the means of communication which can be used to send its voting instructions to them; and (ii) the latest deadline (date and time) to lodge its voting instructions with them.
It is also important to note that the voting deadline of the CREST International service for proxy voting provided by Broadridge is expected to be at least two business days prior to the Company's proxy appointment deadline. However the CDI Holder should confirm the precise Broadridge voting deadline with its CREST Account Holder (in addition to checking what its CREST Account Holder's own deadline is for receiving voting instructions). Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.
EUI, the operator of CREST, has arranged for voting instructions relating to the CDIs held in CREST to be received via Broadridge, a third-party service provider. Your CREST Account Holders and brokers holding CDI interests for clients in CREST will be required to make use of the EUI proxy voting service facilitated by Broadridge Global Proxy Voting service, in order to receive meeting announcements and send back voting instructions.
For client set-up, they will need to complete the Meetings and Voting Client Set-up Form (CRT408). Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: UK-membership@ euroclear.com. Fully completed and returned applications forms will be shared with Broadridge by EUI. This will enable
Broadridge to contact the applicant and share further detailed information on the service offering and initiate the process for granting the applicant access to the Broadridge platform.
The above described process is to be completed only for the set-up. Once CREST Account Holders have access to the Broadridge platform, they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver proxy voting instructions received by the Broadridge voting deadline date. Alternatively, Broadridge may provide a facility for CREST Account Holders to send a third-party proxy voting instruction through the Broadridge platform to appoint a third-party (who may be a corporate representative or the CDI Holder themselves) to attend and vote at the General Meeting for the number of ordinary shares specified in the proxy instruction (subject to the Broadridge voting deadline).
CREST Account Holders or brokers holding CDI interests for clients in CREST are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail themselves of this voting service.
A CDI Holder cannot give voting instructions directly to the Company, and must give its voting instructions directly to its CREST Account Holder only. If, however, the CDI Holder wishes to attend the General Meeting and cast its votes in person, then the CDI Holder needs to liaise with its banker or broker ahead of the General Meeting to request that an admission card be issued to the CDI Holder.
If the CDI Holder has not received an admission card before the General Meeting, please the CDI Holder needs to present on the day of the General Meeting at the counter specifically set up for this purpose, with an identification document and the certificate of participation issued by the banker or broker who holds the CREST Account where the CDIs are held.
To request the inclusion of items on the agenda or draft resolutions, the CDI Holder should contact its CREST Account Holder to check the requirements, process, and deadlines for sending such a request as a CDI Holder in compliance with French Commercial Code.
If the CDI Holder wishes to submit written questions to the Chairman of the Management Board to enable him to make an informed decision on the management and running of the Company's business, then the CDI Holder should contact its CREST Account Holder to check the requirements, process, and deadlines for making such submissions as a CDI Holder.
Limitations on the exercise of voting or attendance rights may apply in respect of CDI trades which are expected to settle after the Broadridge voting deadline but before the Company's record date. The CDI Holder should therefore consult with its CREST Account Holder at the earliest opportunity for further information on the requirements, processes and timelines for submitting its votes (and on its eligibility to submit such votes) for the General Meeting.
The documents and information will be published on the Company's website on the General Meeting page within the legal deadlines.
The documents that must be made available to shareholders in connection with the General Meeting will, in accordance with the legal and regulatory provisions in force, be made available at the Company's registered office.
The meeting will be broadcast live, and a recorded version will be available on the Company's website on the General Meeting page.
| I, the undersigned1 | ������������������������������������������������������������������ |
|---|---|
| Surname: ������������������������������������������������������������������������ | |
| First name: ����������������������������������������������������������������������� | |
| Email address: �������������������������������������������������������������������� | |
| Adress: | |
| Postal code: _____ | City: ������������������������������������� |
| Holder of ����������������������������������������������������������� registered shares | |
| And/or of ����������������������������������������������������������� bearer shares 2 | |
| above address. | Request that the document and information provided in Article R.225-83 of the French Commercial Code concerning the Combined Annual Shareholders' General Meeting to be held on Friday, June 6, 2025, except for the documents attached to the form to vote by proxy or vote by mail, to be sent to me at the |
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