DeA Capital S p A : Annual Report at 31 December 2021

DEA CAPITAL S.P.A.

ANNUAL REPORT AT 31 DECEMBER 2021

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DEA CAPITAL S. P.A.

Registered Office at Via Brera, 21 - 20121 Milan Share Capital of Euro 266,612,100, fully paid up

Tax Code, VAT reg. no. and Milan Register of Companies no. 07918170015 Member of the "Gruppo IVA B&D Holding" VAT No. 02611940038,

Milan REA 1833926

Notice of ShareholderS'

MeetiNg

DeA CApitAl - AnnuAl FinAnCiAl RepoRt At 31 DeCembeR 2021 1

DeA CApitAl S.p.A.

DeA Capital S.p.A.

Registered Office at Via Brera 21, 20121 Milan Share capital of EUR 266,612,100, fully paid up

Tax Code and Registration in the Milan Companies Register no. 07918170015

Member of the "IVA B & D Holding Group" VAT No. 02611940038, Milan REA 1833926 Company subject to the management and co-ordination of De Agostini S.p.A.

NOTICE OF SHAREHOLDERS' MEETING

Those entitled to be called to the ordinary meeting to be held - exclusively by means of telecommunications as specified below:

- at 10:00 am on Thursday 21 April 2022, on first call; and, if necessary - at 10:00 am on Friday 22 April 2022, on second call, to discuss and resolve on the following

Agenda

• 1. Approval of the annual financial statements at 31 December 2021 and presentation of the consolidated financial statements of the Group headed by DeA Capital S.p.A. at 31 December 2021. Related and consequent resolutions:

  • 1.1 approval of the Annual Financial Statements at 31 December 2021;

  • 1.2 partial distribution of the Share Premium Reserve;

• 2. Appointment of the Board of Directors:

  • 2.1 determination of the number of members of the Board of Directors;

  • 2.2 determination of the term of office of the Board of Directors;

  • 2.3 appointment of the members of the Board of Directors;

  • 2.4 determination of the emoluments of the members of the Board of Directors;

  • 2.5 appointment of the Chair of the Board of Directors;

• 3. Appointment of the Board of Statutory Auditors:

  • 3.1 appointment of the members of the Board of Statutory Auditors and of the Chair of the Board of Statutory Auditors for 2022-2024;

  • 3.2 determination of the emoluments of the members of the Board of Statutory Auditors;

• 4. Authorisation to buy and sell treasury shares. Related and consequent resolutions;

• 5. Approval of a Performance Share plan reserved for certain employees, collaborators and/or directors vested with particular offices of DeA Capital S.p.A., its subsidiaries and the parent company De Agostini S.p.A. according to article 114-bis of Legislative Decree no. 58/98 Consolidated Finance Law (TUF). Related and consequent resolutions;

6.

Approval of a share plan for the Chief Executive Officer of DeA Capital S.p.A. pursuant to article 114-bis TUF. Related and consequent resolutions;

7. Proposal to amend the 2019-2021 share plan in favour of the Chief Executive Officer of DeA Capital S.p.A.

Related and consequent resolutions;

8.

Report on Remuneration Policy and compensation paid under article 123-ter, TUF. Related and consequent resolutions: 8.1 approval of Section I - 2022 Remuneration Policy; resolutions pursuant to article 123-ter, paragraphs 3-bis and 3-ter of the TUF;

8.2

advisory vote on Section II of the Report on Remuneration Policy and Compensation paid - Compensation paid in 2021; resolutions pursuant to article 123-ter, paragraph 6 of the TUF.

***

Submission of proposals for resolution/addition of the agenda

Shareholders of DeA Capital S.p.A. ("DeA Capital" or the "Company") which, even jointly, represent at least 2.5% of the share capital, may request, within 10 days of the publication of this notice (i.e. by Monday 21 March 2022), the addition of the list of matters to be dealt with in the Meeting, or submit proposals for resolution on matters already on the Meeting agenda, indicating in the request the additional matter they propose and/or pro- posals for resolution.

Pursuant to article 126-bis, paragraph 3, of the TUF, no additions may be made to the list of matters to be di- scussed in relation to matters on which the Meeting resolves, in accordance with the provisions in force, on the proposal of the Board of Directors or on the basis of a project or a report prepared by it, other than as referred to in article 125-ter, paragraph 1 of the TUF.

The request, together with the certification attesting the ownership of at least 2.5% of the share capital issued pursuant to the current provisions by the intermediaries who keep the accounts on which the shares of the re- questing Shareholders are registered, shall be sent in writing by e-mail [e-mail] together with information that allows the identification of the submitting Shareholders (in this regard, please also provide a reference telephone number). Shareholders submitting such requests shall also provide, by the same deadline (i.e. by 21 March 2022) and by the same means, a report setting out the reasons for the proposals for resolution/ addition to the agenda of the new items or the reasons for the additional proposals for resolution relating to items already on the agenda. The Company is responsible for notifying shareholders of the addition to the meeting agenda of any new items or additional proposals relating to existing items, in the same form as for the publication of this notice of shareholders' meeting, at least fifteen days before the scheduled first-call meeting date.

At the same time as publication of the notice confirming incorporation into the agenda of new items or proposals for resolutions on existing items, the proposals for incorporation/resolution, together with the corresponding re- ports submitted by the shareholders concerned and any opinion of the Board of Directors, shall be made public pursuant to article 125-ter, paragraph 1, of the TUF.

Right to ask questions about items on the agenda

Those who are entitled to vote may raise questions about items on the agenda, including in advance of the mee- ting. Questions may be sent by e-mail [e-mail].

Questions shall be received by the Company by the end of the seventh trading day before the date of the Mee- ting on first call (record date, i.e. by Friday 8 April 2022). Questions received within the aforementioned period shall be answered within 3 trading days before the Meeting (i.e. by Thursday 14 April 2022). Those who attest to ownership of the shares at the date of submission of the question shall be entitled to obtain an answer. To this end, a certification shall be provided, even after the question has been submitted, provided within the third day following the record date (i.e. by Monday 11 April 2022) effective up to said date, issued by the depositary intermediary, certifying the ownership of the shares of the requesting party. This certification shall be sent to the Company by [e-mail].

Only questions relevant to the items on the agenda will be taken into consideration. In order to facilitate the or- ganisation of answers, questions shall contain a reference to the page number of the relevant illustrative Report of the Board of Directors on the agenda items or other document made available for the Meeting.

The Company may provide a single answer to questions with the same content. The Company reserves the right to provide answers to the questions received by means of a special "Questions and Answers" space, which may be arranged and consulted on the Company's websitewww.deacapital.com (Governance/Shareholders' Meetings section).

The Company has decided to bring forward the deadline to provide an answer, with respect to the provisions of article 127-ter, paragraph 1-bis, of the TUF, in order to allow shareholders to make, in good time, a conscious choice for the purposes of the voting instructions to the Designated Representative.