MINUTES OF THE ANNUAL GENERAL MEETING

OF SHAREHOLDERS

OF MFE-MEDIAFOREUROPE N.V.

Date: 29 June 2022

Time: 11:00 CEST

1. Opening and announcements

The annual general meeting (the "AGM") of MFE-MEDIAFOREUROPE N.V. ("MFE" or the "Company") was opened by Fedele Confalonieri, Chairman of MFE's board of directors (the "Board of Directors"). The chairman welcomed all attendees and informed the meeting the meeting that due to the Covid-19 situation the AGM will be held completed virtually, such in accordance with Dutch emergency legislation.

The chairman then went through the procedural points of the AGM and informed the meeting inter alia that he will act as chairman of the AGM, and that Koen Biesma, associate and candidate civil law notary at NautaDutilh N.V., is present via videoconference and will act as secretary. The chairman also mentioned that Emanuela Bianchi, corporate secretary of the Board of Directors, is present and will assist the chairman during the AGM.

The chairman continued to inform the meeting that Pier Silvio Berlusconi, Danilo Pellegrino, Marco Giordani, Gina Nieri, Stefania Bariatti, Niccolo' Querci, Giulio Gallazzi, Stefano Sala, and Marina Brogi, all being members of the Board of Directors, were present via videoconference. The other members of the Board of Directors were not present during the meeting.

The chairman also informed the meeting that the total number of shares in the capital of MFE outstanding as per the record date amounted to 1,140,828,649 ordinary shares A, having a nominal value of six eurocent each and entitling the holder of an ordinary share A to cast one vote in the AGM, and 1,181,227,564 ordinary shares B, having a nominal value of sixty eurocent each and entitling the holder of an ordinary share B to cast ten votes in the AGM.

The chairman continued to inform the meeting that according to the list of attendees 1,854,881,145 ordinary shares are represented at this meeting, representing a total number of 10,233,066,528 votes that can be cast in this AGM.

The chairman then informed the meeting that MFE received questions concerning the agenda items from one shareholder. The chairman indicated that the questions and the answers have been published on MFE's website ahead of the AGM and will be attached to this minutes.

The chairman then proceeded with the next agenda item.

2. 2021 Annual Report

  1. Report of the Board of Directors for the Financial Year 2021

The chairman began with an overview of the year 2021. 2021 was once again dominated by an unsettled

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social and public health environment. Yet the MFE group navigated the pandemic effectively and continued to resolutely pursue our strategies of overseeing and strengthening the digital-focused commercial broadcasting model that we are currently developing in both Italy and in Spain and of pursuing a Pan- European development model. In May 2021, we reached agreement with the shareholder Vivendi to put an end to our disputes by waiving each of our mutually pending lawsuits and complaints. This allowed the group to complete the process of relocating Mediaset's statutory seat to the Netherlands (while renaming the company MFE - MEDIAFOREUROPE N.V. and of redefining a share capital structure (by introducing a dual-class shareholding structure) capable of delivering the group's plan to create a sustainable European development model amidst a globally competitive environment. The group also further increased its investment in ProSiebenSat.1 Media SE, securing more than 25% of the voting rights in early 2022. With the economy recovering strongly and the advertising market picking back up in 2021, the group achieved advertising revenues that were higher than the market as a whole and improved its financial results significantly. Indeed, in all the main economic and financial indicators (EBIT, net profit, free cash flow), the group performed better than in 2020 and 2019 (the last year before the pandemic began) and improved on the company's forecasts made at the beginning of the year. In Italy in particular, the group's advertising sales are already at a higher level than in 2019, despite the heavy pandemic-induced contraction in the market during 2020. This has been achieved amidst a wider context of economic recovery, which has been underpinned by the continued expansive monetary policies of the central banks. This positive trend in advertising revenues was enhanced by the group's ability to monetise with third parties its proprietary film and sports content (including through sub-licensing agreements with leading nonlinear platforms) and to continue to reflect in the management of production costs the process of review and adjustment of its programming models which it carried out at the height of the pandemic during 2020. This latter action enabled the group to keep its total costs in 2021 around EUR 80 million lower than in 2019 and to have an editorial set-up in place that is capable of further improving the audience figures of Mediaset networks. Besides the excellent performance of its core operations, the group's consolidated net profit and cash flow generation for the year were also boosted by the group's financial operations, with dividends and other hedging-related income on its investment in ProSiebenSat.1, and by the group's equity management operations. This latter activity benefitted in economic terms from the EUR 88.1 million pro-quota capital gain made by EI Towers (in which MFE holds a 40% stake) from the sale of TowerTel, and in financial terms from the EUR 149.9 million in dividends paid out by EI Towers during the year.

  1. Adoption of the 2021 Annual Accounts (voting item)

The Chairman informed the meeting that it is proposed to the general meeting to adopt the annual accounts for the financial year 2021.

The chairman then announced the voting results:

For:

10,228,661,351 100%

Against:

None

Abstain:

4,405,177

After the announcement, the chairman informed the meeting that the resolution has been approved by the required majority.

The chairman then proceeded with the next agenda item.

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  1. Remuneration Policy (voting item)

The Chairman informed the meeting that it is proposed to the general meeting to adopt the remuneration policy. The proposal includes the approval as referred to under article 1:135(5) of the Dutch Civil Code.

The chairman then announced the voting results:

For:

10,160,171,180

99.29%

Against:

72,895,347

0.71%

Abstain:

None

After the announcement, the chairman informed the meeting that the resolution has been approved by the required majority.

The chairman then proceeded with the next agenda item.

  1. 2021 Remuneration Report (advisory voting item)

The Chairman informed the meeting that the 2021 remuneration report is submitted to the general meeting for an advisory vote.

The chairman then announced the voting results:

For:

7,382,003,791

72.14%

Against:

2,851,062,737

27.86%

Abstain:

None

After the announcement, the chairman informed the meeting that the resolution has been approved by the required majority.

The chairman then proceeded with the next agenda item.

  1. Policy on additions to reserves and dividends (discussion item)

The Chairman informed the meeting that as detailed in the explanatory notes, in accordance with the Dutch corporate governance code and the articles of association of the Company, the Company has adopted the policy on additions to reserves and dividends. The Company's dividend policy provides for the distribution of at least 50% of the consolidated ordinary net profit of the year. Every year, the Board of Directors of the Company will propose to the shareholders' meeting a dividend distribution based on the stated dividend policy taking into consideration also several factors including, but not limited to: general economic condition, the MFE's earnings, cash flow, financial condition, capital expenditure requirements and other factors deemed to be important by the Board of Directors.

The chairman then proceeded with the next agenda item.

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  1. Approval of the 2021 dividend (voting item)

The Chairman informed the meeting that it is proposed to the general meeting to make a dividend distribution, relating to the fiscal year 2021, equal to EUR 0.05 for each ordinary class A and class B share. The aggregate amount of the proposed dividend and, consequently, the residual amount of the profits to be allocated to reserves, will vary depending on the actual number of outstanding shares on the ex-dividend date (thus excluding the treasury shares held at that date). In case of approval by the AGM, the dividend (with detachment of dividend number 1 for the ordinary class A shares and number 2 for the ordinary class B shares) will be paid, depending on the timing of the settlement of the voluntary tender offer on Mediaset España Comunicación S.A. Announced on 15 march 2022 (VTO), on the date determined by the Board of Directors.

The chairman then announced the voting results:

For:

10,233,066,528 100%

Against:

None

Abstain:

None

After the announcement, the chairman informed the meeting that the resolution has been approved by the required majority.

The chairman then proceeded with the next agenda item.

3. Discharge of the Executive and Non-Executive Members of the Board of Directors (voting item)

The Chairman informed the meeting that the meeting is requested to grant discharge to the executive directors in respect of the performance of their management duties as such management is apparent from the financial statements or otherwise disclosed to the general meeting prior to the adoption of the company's 2021 annual accounts and to grant discharge to the non-executive directors in respect of the performance of their non- executive duties as such performance is apparent from the financial statements or otherwise disclosed to the general meeting prior to the adoption of the 2021 annual accounts.

As detailed in the explanatory notes published on May 17, 2022, it is proposed to the general meeting to resolve on the discharge of each member of the Board of Directors individually. MFE intends to enable each shareholder to assess and approve the work of executive board members and non-executive board members severally. It is in the opinion of the company that granting discharge of board members by several resolutions for each director stands for modern and transparent corporate governance.

The chairman then announced the voting results:

  1. Fedele Confalonieri

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

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  1. Pier Silvio Berlusconi

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Stefania Bariatti (from 23 June 2021)

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Marina Berlusconi

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Marina Brogi

For:

10,169,752,301

99.49%

Against:

51,685,229

0.51%

Abstain:

11,628,998

  1. Raffaele Cappiello

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Costanza Esclapon de Villeneuve

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Giulio Gallazzi

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

Abstain:

11,628,998

  1. Marco Giordani

For:

10,221,273,498

99.998%

Against:

164,032

0.002%

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MFE-MEDIAFOREUROPE NV published this content on 06 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2022 07:43:00 UTC.