Mediaset S p A : Ordinary and Extraordinary General Meeting of Mediaset 23 June 2021

PRESS RELEASE

Ordinary and Extraordinary General Meeting of Mediaset 23 June 2021

• SHAREHOLDERS APPROVE COMPANY'S 2020 ANNUAL REPORT
• • • EXTRAORDINARY DIVIDEND OF €0.3 PER SHARE
    • NOMINATION OF THE NEW BOARD OF DIRECTORS FEDELE CONFALONIERI CONFIRMED AS CHAIRMAN
  • REGISTERED HEADQUATERS TRANSFERRED TO HOLLAND

ORDINARY SHAREHOLDERS' MEETING

The Annual General Meeting of the Shareholders of Mediaset, which took place today under the Chairmanship of Fedele Confalonieri, approved the Annual Report of Mediaset S.p.A. for the year to 31 December 2020, including the consolidated balance sheet and income statement, and the Directors' Report, as deliberated by the Board of Directors on 26 April 2021.

In a year characterised by highly critical economic conditions, the year 2020 exceeded all expectations with a marked increase in 'Operating profit' and 'Cash generation', as well as a significant reduction in 'Total Costs'.

'Consolidated Net Revenues' came to €2,636.8 million (€2,925.7 million in 2019), the EBIT result was positive at €269.7 million (€354.6 million in 2019) and the Group's 'Net Profit' amounted to €139.3 million (€190.3 in 2019).

The Annual General Meeting of the Shareholders approved a proposal by the shareholder Fininvest to distribute an extraordinary divided of €0.3 per share, against the profit for the period and available reserves. This figure, for shareholders who choose to exercise their right of withdrawal following the transfer of the registered headquarters to the Netherlands, will be deducted from the liquidation value, as anticipated in the company's press release of 12 May 2021. Consequently, such shareholders will receive €1.881 per share (i.e. €2.181 minus the extraordinary dividend).

The extraordinary dividend will be paid on 21 July 2021, with coupon detachment on 19 July 2021 and with the record date of 20 July 2021 (coupon no. 20).

REMUNERATION REPORT

The Shareholders approved the Remuneration Policy (Section. I) and voted in favour of the Remuneration Report (Section. II).

MEDIUM-LONG-TERM INCENTIVE AND RETENTION PLAN

The Shareholders' Meeting also approved the creation of a medium to long-term incentive and retention plan (hereinafter the "Plan") that, also based on the experience of previous plans, will be reserved for executives and managers of Mediaset SpA and its subsidiaries with functions critical to the achievement of the Mediaset Group's strategic objectives.

The plan, which will cover a period of three years (2021-2023), has been defined by the Board based on proposals by the Remuneration Committee and aims to promote the creation of value for shareholders in the medium-long term and incentivising the loyalty of the subjects for whom it is intended.

The plan foresees the attribution of rights for the allocation of a corresponding number of shares of the company, with regular dividend. Rights will be allocated to the recipients as a result of the destination by the same of a share of the reference target premium of the short-term incentive for the year of reference - in an amount equal to 25% or 50% of the same - to the medium-long term plan. In this case, recipients, in addition to the rights attributed to the share of the reference target premium of the short-term incentive, will receive an equal number of free-of-charge rights. The matured rights and the subsequent free assignment of the underlying shares will be subject to the verification, by the Board of Directors, of the achievement of performance targets, defined by the Board, regarding the Group's overall business results and the existence of an employment relationship at the date of expiry of the vesting period, as specified in the Regulations.

The shares to service the Plan will be made available using shares already issued by the company (treasury stock), to be purchased pursuant to Article 2357 ff. of the Civil Code, provided the company does not wish to or is unable to draw on those already held as Treasury Stock.

The Board of Directors will have the duty and responsibility to determine certain aspects of the Plan and to take the necessary measures for the implementation of the Plan in accordance with the authorisation attributed by a specially called Shareholders' Meeting in compliance with the principles to be determined by the same.

Pursuant to Article. 84-bis, para. 5 (a), of the Issuers Regulations, appropriate information regarding the decisions of the Board of Directors concerning the implementation of the Plan will be made public in line with the terms and conditions foreseen by current legislation.

NEW BOARD OF DIRECTORS

The Shareholders approved the nomination, due to the end of the current mandate, of a new Board of Directors, comprising 15 members, that will remain in office until the AGM called for the approval of the Annual Report for the year 2023.

In addition to List N. 1, presented the shareholder Fininvest S.p.A., that holds a stake of 44.175% of the share capital, a group of asset management firms and institutional investors that are shareholders of the company, that currently own a total of 1.109% of the share capital, has presented List N.2.

Following the ballot, based on the voting list, the new board is consequently made up as follows:

• Fedele Confalonieri, Pier Silvio Berlusconi, Marco Giordani, Gina Nieri, Niccolo' Querci, Stefano Sala, Marina Berlusconi, Danilo Pellegrino, Carlo Secchi, Marina Brogi, Alessandra Piccinino, Stefania Bariatti (from list N° 1).
• Giulio Gallazzi, Costanza Esclapon de Villeneuve, Raffaele Cappiello (from list N° 2).

The directors Carlo Secchi, Marina Brogi, Alessandra Piccinino, Stefania Bariatti,Giulio Gallazzi, Costanza Esclapon de Villeneuve, Raffaele Cappiello have made declarations stating their independence, pursuant to Art. 148 para. 3 of the Single Finance Act, while, the directors Marina Brogi, Alessandra Piccinino, Stefania Bariatti, Giulio Gallazzi, Costanza Esclapon de Villeneuve, Raffaele Cappiello have made declarations stating their independence in line with the Code of Corporate Governance

Brief profiles of the directors of Mediaset are available on the corporate web site (http://corporate.mediaset.it). Enclosed with this press release is a table outlining the shareholdings in the company of directors as of today.

The Shareholders went on to elect Fedele Confalonieri as Chairman, who then called a meeting of the Board of Directors to be held tomorrow, 24 June 2021. Among other items on the Agenda of the meeting, is the allocation of responsibilities and powers for the management of the company.

ACQUISITION AND DISPOSAL OF OWN SHARES

The Shareholders approved the request for the renewal of authorisation to purchase the company's own shares presented by the Board of Directors with the aim of pursuing, in the interests of the company, and in the form and conditions determined from time to time by the Board of Directors, the purposes permitted by current EU and national legislation and Allowed Market Practices, including the New Practice no. 1, adopted by Consob with resolution no. 21318 of 7 April 2020 following the favourable opinion expressed by ESMA on 22 January 2020, where applicable:

1. the use of shares for the implementation of compensation plans with allocation, against payment or free of charge, of company shares (such as stock grants, stock options and, in general, share and securities plans exchangeable for company shares) aimed at managers, employees and/or associates of the Group;
2. for trading and hedging;
3. for the investment of liquidity, also in order to contain anomalous price movements, to regularise trends in negotiations and prices and to support the liquidity of the security on the market, as a means of encouraging the regular conduct of negotiations beyond normal variations linked to market trends, and, in any case, in line and in compliance with current provisions.

The approved proposal foresees that the Board of Directors be given the power to buy, also through options trading or financial instruments and derivatives of Mediaset stock, up to a maximum of 236,245,512 ordinary shares with a par value of €0.52 each - and corresponding to 20% of the share capital - in one or more transactions, until the approval of the Financial Statements for the year to 31 December 2021 and for a period not exceeding 18 months form the date of the resolution. The above sum is covered by existing reserves resulting from the last approved financial statements. For the calculation of when the maximum limit of 20% of the share capital is reached, treasury shares already in the portfolio will also be taken into account.

Acquisition operations must be made in compliance with Articles 2357 and following, of the Civil Code, Article 144-bis of Issuers' Regulations (EU) n. 596/2014, and all other applicable Italian and EU norms.

In accordance with the provisions of Art, 132, para. 1 of Legislative Decree N° 58, of 24 February 1998 (the "Consolidated Finance Act"), the acquisition of treasury shares must be made guaranteeing parity of treatment to all Shareholders, in line with the procedures established by Consob. Consequently, the procedures outlined in Art. 144-bis, para. 1 of the Issuers' Regulations, stipulate that the acquisition of shares may be made in compliance with the indications outlined in sections a), b), c) and d) ter of the Issuers' Regulations.

The proposal foresees that the purchase price of the shares be determined from time to time, with regard to the manner in which the transaction is conducted, and in accordance with regulatory requirements, norms or permitted market practices, within minimum and maximum limits defined by the following criteria:

• purchases must be made, in the event that the purchase of treasury shares is carried out on the regulated market, at a price in compliance with the provisions of art. 3, para. 2 of Delegated Regulation 2016/1052/EU, i.e. at a price not higher than the highest price between the price of the last independent transaction and the price of the highest current independent offer on the market in which the proposal for purchase is registered, in other words, in line with currently applicable regulations.
• in any case, purchases must be made at a price per share that may not deviate from, or decrease, or increase, by more than 10% compared to the reference price that the shares recorded on the stock exchange session the day prior to each single transaction or the date on which the price is fixed.

Pursuant to art. 132, paragraph 3, of the Consolidated Finance Act, the aforementioned operating procedures shall not apply to the purchase of treasury shares owned by employees of the company, or its subsidiaries, and assigned or subscribed pursuant to art. 2349 and 2441, para. 8, of the Civil Code, i.e. resulting from remuneration plans based on financial instruments approved pursuant to art. 114-bis of the Consolidated Finance Act.

The Shareholders also authorised the Board of Directors, pursuant to art. 2357-ter of the Civil Code, in accordance with current laws and regulations, and the regulations issued by the Italian Stock Exchange and in compliance with EU provisions, to:

1. sell the shares purchased pursuant to this resolution or already in the portfolio, to participants in compensation plans, whether against payment or free of charge, by them of options to purchase shares allocated to them, at the prices, terms and in the manner prescribed - including the price, where relevant, established by the plans and related regulations. The authorisation referred to in this paragraph is in line with the time limits set by the stock option plans;
2. sell the shares purchased pursuant to this resolution, or already in the portfolio with the following alternatives:

1. by cash transactions, in which case, sales shall be made on the listing stock exchange and/or off market, at a price not less than 90% of the reference price recorded by the Stock Exchange trading session prior to each operation;

ii) by trading, exchange, transfer or other disposition, as part of industrial projects or extraordinary corporate finance operations. In this case, the economic terms of the transfer, including the valuation of the shares traded, will be determined by independent experts, on the basis of the nature and characteristics of the transaction, also taking into account the market performance of Mediaset shares.

The authorisation referred to in paragraph b) is given for an unlimited period.

It should be noted that, in general, treasury shares held by the Company, even indirectly, are excluded from the share capital on which a significant shareholding is calculated for the purposes of Article 106 of the Consolidated Finance Act for the purposes of the regulations regarding public offers of purchase.

However, pursuant to Art. 44-bis, paragraph 2, of the Issuers' Regulations, the aforementioned provision does not apply in the event that the thresholds indicated in article 106 of the Consolidated Finance Act are exceeded as the result of purchases of treasury shares, carried out, even indirectly, by the Company in execution of a resolution that has also been approved by a favourable vote of the majority of the issuer's shareholders, present at the meeting, other than the shareholder or shareholders who hold, even jointly, a majority shareholding, even relative, as long it is more than 10% (so-called whitewash).

The aforementioned resolution to authorise the purchase of treasury shares was approved, pursuant to the so-called whitewash, outlined in Art. 44-bis, para. 2 of Consob Regulation

11971/1999, was approved with the majority foreseen by the provision, therefore the treasury shares purchased by the company in execution of this authorisation resolution shall not be excluded from the ordinary share capital (and therefore be calculated in the same) if, as a result of the purchase of treasury shares, by any shareholder, should exceed the relevant thresholds for the purposes of Art. 106 of the Consolidated Finance Act.

However, the provisions of art. 44-bis, paragraph 4, of the Issuers' Regulations remain in place, pursuant to which treasury shares acquired as a result of transactions executed for the fulfilment of obligations related to compensation plans approved by the Shareholders pursuant to art. 114- bis of the Consolidated Finance Act are not excluded from the share capital on which the relevant shareholding is calculated for the purposes of art. 106 of the Consolidated Finance Act.

EXTRAORDINARY SHAREHOLDERS' MEETING

TRANSFER OF THE REGISTERED HEADQUARTERS TO HOLLAND

At an Extraordinary General Meeting of the Shareholders of Mediaset, held today under the Chairmanship of Fedele Confalonieri, the Shareholders approved a proposal to transfer the Company's registered headquarters to Amsterdam, Holland - the Netherlands, a move that will be effected through the adoption of the legal form of a naamloze vennootschap governed by Dutch law and a new statute (the "Transfer").

Overall the number of shareholders who participated in the Shareholders' Meeting by proxy represented a total of 81.81% of the share capital, of which 95.57% voted in favour of the proposal.

Following the Transfer, Mediaset shares will continue to be listed on the Italian Stock Exchange and the tax residence of Mediaset, as well as the central administration, will remain in Italy.

Shareholders who did not vote in favour of the Transfer are entitled to exercise the right of withdrawal no later than fifteen days from the registration of the relevant shareholders' resolution with the Companies Register. The liquidation price due to the shareholders who validly exercise the right of withdrawal, determined in line with current legislation, shall be €2.181 per share. As previously indicated mentioned in a press release of 12 May 2021, the amount (i.e. €0.30 per share) of the extraordinary dividend approved today by the Annual General Meeting will be deducted from the liquidation price. Withdrawing shareholders will therefore be paid the sum of €1.881 per share for which the right of withdrawal has been exercised (i.e. € 2.181 minus the extraordinary dividend).

The effectiveness of the exercise of the right of withdrawal and the liquidation procedure for the shares subject to withdrawal are subject to the completion of the Transfer, in turn subject to the fulfilment (or waiver, as appropriate) of the conditions prior to the Transfer, including the amount to be paid by the Company to Shareholders who have exercised the right of withdrawal, which shall not exceed €120 million. Mediaset will subsequently communicate to the market information regarding the fulfilment, or waiver, of said conditions, in line with applicable laws and regulations. In addition, the formalities for exercising the right of withdrawal will be made available on the Company's website, at the authorised storage mechanism eMarket Storage (www.emarketstorage.it), as well as in a national newspaper.