with registered office in Milan, Corso Venezia no. 45, Share Capital equal to Euro 418.668,00, fully subscribed and paid-in Registered with the Companies' Register of Milan-Monza-Brianza no. 09945470962
Tax Code and VAT no. 09945470962 - REA no. No. MI-2123353
Notice convening the Ordinary Shareholders' Meeting
The Shareholders of Media-Maker S.p.A. (the "Company") are called to attend the Ordinary Shareholders' Meeting of the Company on 2 July 2020 at 14:30 in the registered office located in Milan, Corso Venezia no. 45, on first call and, if required, on 9 July 2020 at the same time, in the same location, on second call, to discuss and resolve on the following:
1. Communications from the Board of Directors regarding the draft of the financial statements as of December 31, 2019. Related and consequent resolutions;
2. Proposal of mutual termination of the agreement with the audit firm BDO Italia S.p.A. Related and consequent resolutions;
3. Appointment of the audit firm and determination of the consideration. Related and consequent resolutions;
4. Appointment of the Board of Directors. Related and consequent resolutions;
5. Reconstitution of the Board of Statutory Auditors pursuant to article 2397 of the Italian Civil Code. Related and consequent resolutions.
It should be noted that the date and/or place and/or the attendance and/or the voting process and/or the modalities in which the Shareholders' Meeting is held, as indicated in this notice, remain subject to the regulations in force or measures issued by the competent Authorities due to the COVID-19 pandemic. Any changes will be promptly notified in the same ways set forth for the publication of this notice and/or through the information means provided for by the regulations from time to time applicable.
Due to the current COVID-19 pandemic, the Company has provided that, in compliance with Decree Law no. 18 of March 17, 2020, ("Decreto Cura Italia"), the attendance at the Shareholders' Meeting shall take place exclusively through the Designated Representative (as defined below), pursuant to article 135-undecies of Legislative Decree no. 58 of February 24, 1998 ("TUF").
The abovementioned Designated Representative may also be granted proxies or sub-proxies pursuant to article 135-novies of the TUF, as an exception to article 135-undecies, paragraph 4, of the same decree, in order to allow the widest possible use of this remote voting tool for all Shareholders, in compliance with the fundamental principles concerning the protection of the health of Shareholders, employees, representatives and consultants of the Company. INFORMATION ON THE SHARE CAPITAL
The share capital is equal to Euro 418,668.00 (four hundred eighteen thousand six hundred sixty-eight/00) and is represented by no. 2,000,000 (two million) ordinary shares with no par value. Each share grants the right to one vote.
As of today, the Company does not hold any own shares.
ATTENDANCE AT THE SHAREHOLDERS' MEETING AND GRANT OF PROXY TO THE DESIGNATED REPRESENTATIVE
Shareholders entitled to attend the Shareholders' Meeting will be those with voting rights at the end of the accounting day of the seventh trading day preceding the date set for the Shareholders' Meeting (23 June 2020 - the so-called record date) and for which the Company received the relevant communication from the authorized intermediary.
The communication to the authorized intermediary shall be notified to the Company by the end of the 3rd (third) trading day preceding the date set for the first call of the Shareholders' Meeting (i.e. by 29 June 2020). The right to intervene and vote is valid if the communications are received by the Company beyond the aforementioned deadline, as long as before the start of the Shareholders' Meeting.
Pursuant to article 106 of the Decreto Cura Italia, the right to intervene in the Shareholders' Meeting by those who are entitled to the voting right is allowed exclusively through the Designated Representative.
Consequently, the Company has appointed Computershare S.p.A. - with registered office in Rome 00138, Via Monte Giberto, 33 - to represent the Shareholders pursuant to article 135-undecies of the TUF and to the Decreto Cura Italia (the "Designated Representative").
The Shareholders wishing to attend the Shareholders' Meeting shall therefore grant the Designated Representative the proxy - with voting instructions - on all or some of the resolution proposals regarding the items on the agenda using the specific proxy form, drafted by the same Designated Representative in accordance with the Company, available on the Company's website atwww.mmaker.it("Investor Relations" section). The proxy form with voting instructions must be sent in compliance with the instructions indicated in the form itself and in the Company's website by the second market day preceding the Shareholders' Meeting (30 June 2020) and within the same term the proxy may be revoked.
Thus conferred, the proxy will take effect only for those proposals in relation to which voting instructions have been given.
It should also be noted that the Designated Representative may also be granted proxies or sub-proxies pursuant to article 135-novies of the TUF, as an exception to article 135-undecies, paragraph 4 of the TUF, exclusively through the form, in the manner and within the period indicated on the Company's website.
In view of the potential limitations due to the health protection, the attendance at the Shareholders' Meeting of the entitled individuals (the members of the corporate bodies, the secretary of the meeting and the Designated Representative) may be also (or exclusively) take place by telecommunications means in the manner individually communicated to them, in compliance with the regulations applicable to such event.
The Designated Representative will be available for clarification or information at the following number +0039 06 45 41 74 01 or at the e-mail firstname.lastname@example.org.
Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions in consideration of the intervening needs due to the COVID-19 pandemic and its developments that cannot be foreseen at the moment.
Pursuant to the applicable law, the documents related to the matters of the agenda will be made available to the public within the terms provided for by the law, at the Company's registered office and on the Company's website,www.mmaker.it, in the "Investor relation" section.
In compliance with the COVID-19 pandemic containment measures issued by the competent Authorities, the public is required to avoid access to the registered office for the acquisition of such documentation until these measures are expired.
This notice is also published on the Company's website.
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Milan, June 17, 2020