Mediaset España Comunicación S A : Proposal of crossborder merger by absorption of Mediaset España with and into MFE-MEDIAFOREUROPE

TO THE NATIONAL SECURITIES MARKET COMMISSION

In accordance with the provisions of Article 226 of the Consolidated Text of the Securities Market Act, approved by Royal Legislative Decree 4/2015 of 23 October, and enacting regulations, Mediaset España Comunicación, S.A. hereby discloses the following

INSIDE INFORMATION

Attached is a joint announcement of Mediaset España Comunicación, MEDIAFOREUROPE N.V. regarding the proposed cross-border merger Mediaset España Comunicación, S.A. (as absorbed company) with MEDIAFOREUROPE N.V. (as absorbing company).

Madrid, 30 January 2023

S.A. and MFE- by absorption of and into MFE-

Mediaset España Comunicación, S.A.

_________________________

Mr. Mario Rodríguez Valderas Secretary of the Board of Directors

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JOINT ANNOUNCEMENT

The Boards of Directors of MFE-MEDIAFOREUROPE N.V. (1) ("MFE") and Mediaset España Comunicación, S.A. (2) ("MES" and, together with MFE, the "Merging Companies") on the date hereof have drawn up and signed the common cross-border merger plan (the "Common Cross- Border Merger Plan") for the cross-border merger by absorption of MES (as absorbed company) with and into MFE (as absorbing company) (the "Merger"). The General Shareholders' Meeting of each Merging Company that should approve the Merger will be called in due course and are expected to be held during the month of March 2023.

In addition, the Board of Directors of MES drew up and signed on the date hereof the plan concerning the segregation (segregación), under Spanish law, by MES of all of its assets and liabilities (except for part of MES' cash and all its shareholding in ProSiebenSat.1 Media SE and the financial transactions relating to such shareholding) to Grupo Audiovisual Mediaset España Comunicación, S.A. ("GA Mediaset"), a Spanish wholly-owned direct subsidiary of MES, in exchange for the allotment to MES of all the new shares in GA Mediaset that will be issued as a consequence of its share capital increase serving the segregation (the "Preliminary Reorganisation").

This Preliminary Reorganisation -aimed at maintaining all the operations and business activities of MES in Spain- will be carried out in parallel to the Merger and is envisaged to be completed prior to the date on which the Merger will be effective.

Purpose of the Merger

From a strategic, operational and industrial perspective, the Merger is aimed at strategically and operationally integrating the Merging Companies, which, until now, have been operating autonomously in their respective territorial areas, resulting in the creation of a pan-European media and entertainment group which, while maintaining its leading position in its domestic markets, will acquire a superior competitive dimension and the potential to expand into certain countries throughout Europe. Combined sustainable capital structure and strong cash flow generation profile would provide MFE with the required firepower to play a pivotal role in the context of a possible future consolidation scenario in the European video media industry.

(1) MFE-MEDIAFOREUROPE N.V. is a public company (naamloze vennootschap) existing under the laws of the Netherlands, with its corporate seat in Amsterdam (the Netherlands) and its registered office and principal place of business at Viale Europa 46, 20093 Cologno Monzese (Italy), registered with the Dutch Commercial Register (Kamer van Koophandel) under number 83956859. MFE is resident for tax purposes in Italy and its legal entity identification (LEI) code is 213800DIFN7NR7B97A50. MFE is controlled by Fininvest S.p.A. ("Fininvest"). The current issued share capital of MFE amounts to EUR 800,313,280.5 and is divided into a total number of 2,707,506,599 shares, of which 1,526,279,035 are ordinary shares "A" (ISIN code NL0015000MZ1 nominal value EUR 0.06 each and granting 1 voting right - "MFE Shares A") and 1,181,227,564 ordinary shares "B" (ISIN code NL0015000N09, nominal value EUR 0.6 each and granting 10 voting rights - "MFE Shares B"). MFE Shares A and MFE Shares B are both listed on the Italian regulated market Euronext Milan, managed and organised by Borsa Italiana S.p.A. ("Euronext Milan").

(2) Mediaset España Comunicación, S.A. is a public limited company (sociedad anónima) incorporated under the laws of Spain, with its registered office at Carretera de Fuencarral a Alcobendas 4, 28049 Madrid (Spain), registered with the Commercial Registry of Madrid (Registro Mercantil de Madrid) under volume 33,442, sheet 122, section 8, page M-93,306, and with Spanish tax identification number A-79075438. MES legal entity identification (LEI) code is 95980020140005021479. MES is controlled by MFE that holds 259,666,591 MES shares representing 82.92% of MES' issued share capital. The current issued share capital of MES amounts to EUR 156,583,072 and is divided into 313,166,144 ordinary shares (ISIN ES0152503035, nominal value EUR 0.50 each). MES shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil - Mercado Continuo) (the "Spanish Stock Exchanges").

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Main terms and conditions of the Merger

Based on several valuation methodologies and valuation references for both MFE and MES shares (particularly, discounted free cash flow, along with peers multiple, stock market prices, and analysts' ratings), the share exchange ratio that has been agreed amounts to seven (7) MFE Shares A, of the same characteristics and with the same rights as the existing MFE Shares A at the time of their issuance, for each share held in MES (i.e., one (1) share held in MES) (the "Exchange Ratio"). The exchange of shares will be attended with newly issued MFE Shares A (the "New MFE Shares A"), to be issued as of the Merger effective date.

According to the Exchange Ratio, all MES shareholders will be entitled to receive a whole number of MFE Shares A. Therefore, no fractions will be generated and no fractional MFE Shares A shall be allotted to any holder of shares of MES.

The effectiveness of the Merger is subject to the satisfaction (or the waiver) of the following conditions precedent:

1. The Preliminary Reorganisation shall have been completed, for which purposes, among others, the SETID (Spanish State Secretariat for Telecommunications and Digital Infrastructure, part of the Ministry of Economic Affairs and Digital Transformation) shall have authorised or, as the case may be, expressly confirmed that no authorisation is required for the transfer of (i) the audio-visual communication licenses and (ii) the radioelectric concessions inherent to such audio-visual communication licenses, currently held by MES to GA Mediaset;
2. All the formalities required for the start of the trading of the New MFE Shares A on Euronext Milan shall have been completed;
3. No governmental entity of a competent jurisdiction shall have enacted, issued, promulgated, enforced or executed any order which prohibits the completion of the Merger or makes it void or extremely burdensome; and
4. There shall not have been nor occurred at any time before the date of execution of the relevant Merger deed, at a national or international level, any external extraordinary event or circumstance involving material and significant changes in the legal, political, economic, financial, currency exchange or in the capital markets conditions.

MFE will not publish any prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") in respect of the New MFE Shares A to be issued as part of the Merger, nor for their admission to trading (nor for the start of trading of the New MFE Shares A) on Euronext Milan, as MFE has opted to rely on the exemptions for the mergers or divisions set out in Article 1, Sections 4.g) and 5.f) of the Prospectus Regulation, and will publish separately on its website (www.mfemediaforeurope.com) an exemption document for purposes hereof, prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2021/528 of 16 December 2020 supplementing the Prospectus Regulation as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division.

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The Common Cross-Border Merger Plan will be submitted for approval to both the shareholders' meetings of MFE and MES, which are expected to be held during the first quarter of 2023. Once the Merger is approved and the conditions precedent to which it is subject have been fulfilled (or waived, as the case may be), the Merger will be implemented and, as such, will become effective at 00:00 a.m. CET (Central European Time) on the day following the day on which the deed of merger is executed before a civil law notary officiating in the Netherlands.

As a result of the completion and effectiveness of the Merger, MES will be merged with and into MFE and will cease to exist as a standalone entity, and MFE will acquire, by universal succession (sucesión universal), all rights and assume all liabilities and other legal relationships of MES.

Listing and trading of the New MFE Shares A on Euronext Milan is envisaged to occur on or about the Merger effective date. Additionally, MFE will apply for admission to listing of all the MFE Shares A on the Spanish Stock Exchanges, as soon as possible within a period of three months from the completion of the Merger, so that the MFE Shares A will be listed on both Euronext Milan and the Spanish Stock Exchanges.

Post-Merger shareholding structure of MFE

The exact amount of New MFE Shares A to be allotted as a result of the Merger will be available upon the Merger becoming effective. However, based on the current number of MES shares and the Exchange Ratio, MFE would issue 374,496,857 New MFE Shares A (and, therefore, increase its issued share capital for an amount equal to EUR 22,469,811.42) on the assumption that (i) the number of treasury shares held by MES (2 shares) and the number of MES shares held by MFE (259,666,591 shares) as of the date hereof are both maintained, and therefore such shares are cancelled upon the implementation of the Merger; (ii) no MES' shareholders exercise their withdrawal rights; and (iii) there is no other increase or decrease of the share capital of MES.

The table 1 below describes the shareholding structure of MFE post-Merger based on the shareholding structure of the Merging Companies under tables 2 and 3 below and the Exchange Ratio, and on the assumption that (i) as a result of the Merger, MFE would issue 374,496,857 New MFE Shares A (and, therefore, increase its issued share capital for an amount equal to EUR 22,469,811.42); (ii) all the 88,707,693 MFE Shares A held by MFE in treasury would be cancelled (3); and (iii) the share capital of the Merging Companies (save for points (i) and (ii) in respect of MFE) and the number of shares held by the current shareholders of the Merging Companies under tables 2 and 3 below would not change:

(3) On the date hereof, the Board of Directors of MFE approved the proposal to cancel all the 88,707,693 treasury MFE Shares A and, therefore, to decrease the share capital of MFE from EUR 800,313,280.5 to EUR 794,990,818.92 and resolved to submit such proposal to the General Shareholders' Meeting of MFE to be called for resolving upon the Merger.

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				TABLE 1
				% of ownership			% of voting
Declarer		% of no. of shares	Share capital by nominal value	rights (excluding
			(MFE A + MFE B)(4)				treasury shares)
			% MFE A + MFE B (5)	% MFE A	% MFE B
Mr. Silvio Berlusconi (1)	38.85%	46.91%	32.12%	49.17%	48.27%
Vivendi S.E. (2) (3)	18.78%	22.69%	15.51%	23.79%	23.35%
MFE (treasury shares)	1.29%	2.84%	- (6)	3.27%	-
Free float, out of	41.08%	27.57%	52.37%	23.76%	28.37%
which:
-Former	MFE	free	28.57%	24.82%	31.70%	23.76%	25.54%
float
-Former	MES	free	12.51%	2.75%	20.67%	-	2.83%
float (7)
Total		100%	100%	100%	100%	100%

Note (1): The direct shareholder is Fininvest.

Note (2): Vivendi S.E. ("Vivendi") directly holds no. 54,471,923 MFE Shares A and no. 54,471,923 MFE Shares B. Simon Fiduciaria S.p.A. ("SimonFid") directly holds no. 226,579,950 MFE Shares A and no. 226,572,000 MFE Shares B. In compliance with the Italian Media Authority Decision No. 178/17/CONS, Vivendi signed a consulting agreement with SimonFid and its sole shareholder SIM S.p.A. ("Ersel"), relating to the exercise of voting rights over the MFE shares owned by SimonFid, according to the instructions given by Ersel, through its chairman. Vivendi has kept its right to provide SimonFid with voting instruction at the shareholders' meeting resolving on matters entitling the shareholders (not taking part in said decision) to withdraw from MFE under the applicable law.

Note (3): Fininvest, on the one hand, and Vivendi (together with SimonFid and its sole shareholder Ersel), on the other hand, entered into an agreement, on 3 May 2021 (amended on 18 November 2021 to take into account the introduction by MFE of the dual-class share structure), regarding certain commitments in relation to MFE. Pursuant to this agreement, Vivendi undertook to sell on the market all of the MFE Shares held directly by SimonFid (representing 19.19% of the share capital of MFE) for a period of five years from 22 July 2021. In particular, Vivendi thereby committed to sell one-fifth of the MFE Shares A and MFE Shares B held indirectly through SimonFid each year at specifically agreed minimum prices for each year (unless Vivendi authorizes the sale of these shares at a lower price). In any event, Vivendi will have the right to sell the MFE Shares A and/or the MFE Shares B held indirectly through SimonFid at any time if their price reaches EUR 1.60. Fininvest is, however, entitled to purchase any such MFE Shares A and/or MFE Shares B that are not sold in each 12-month period at a price annually determined.

Note (4): The percentage figures are calculated by applying the following formula: number of MFE B + MFE A Shares owned by each shareholder / total number of MFE B + MFE A Shares issued.

Note (5): According to AFM (as described below) criteria, the percentage figures are calculated by applying the following formula: number of MFE B + MFE A shares owned by each shareholder * nominal value of each share / total nominal.

Note (6): See footnote 3.

Note (7): Former MES' shareholders other than MES itself or MFE (total MES shares: 53,499,551).

The table 2 below describes the shareholding structure of MFE based on the public information available, as of the date hereof, on the websites of the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten - the "AFM") and of MFE:

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