Mediaset : 14.10.2021 - Proposal of amendment of the Company's articles of association - Introduction of dual class share structure (English version)
10/14/2021 | 12:52pm EST
Allen & Overy LLP
Mediaset N.V. - AoA Amendment II in connection with adoption of a dual class share structure
Draft dated 12 October 2021
ARTICLES OF ASSOCIATION:
CHAPTER 1. DEFINITIONS.
Article 1. Definitions and Construction.
In these Articles of Association, the following terms have the following meanings: Board means the board of the Company. Book Entry System means any book entry system in the country where the Shares are listed from time to time. Company means the company the internal organization of which is governed by these Articles of Association. Director means a member of the Board and refers to both an Executive Director and a Non-Executive Director. Executive Director means a Director appointed as Executive Director referred to in Article 13.1. External Auditor has the meaning ascribed to that term in Article 25.1. General Meeting or General Meeting of Shareholders means the body of the Company consisting of those in whom as shareholder or otherwise the voting rights on shares are vested or a meeting of such persons (or their representatives) and other persons holding Meeting Rights. Meeting Rights means the right to be invited to General Meetings of Shareholders and to speak at such meetings, as a Shareholder or as a person to whom these rights have been attributed in accordance with Article 12. Non-ExecutiveDirector means a Director appointed as Non-Executive Director referred to in Article 13.1. Ordinary Share A means an ordinary share A in the capital of the Company. Ordinary Share B means an ordinary share B in the capital of the Company. Share means a share in the capital of the Company. Unless the contrary is apparent, this includes a Share of any class. Shareholder means a holder of one or more Shares.
In addition, certain terms not used outside the scope of a particular Article are defined in the Article concerned.
A messagein writing means a message transmitted by letter, by telecopier, by e-mail or by any other means of electronic communication provided the
relevant message or document is legible and reproducible, and the term written is to be construed accordingly.
References toArticles refer to articles which are part of these Articles of Association, except where expressly indicated otherwise.
Unless the context otherwise requires, words and expressions contained and not otherwise defined in these Articles of Association bear the same meaning as in the Dutch Civil Code.
References in these Articles of Association to the law are references to provisions of Dutch law as it reads from time to time.
CHAPTER 2. NAME, OFFICIAL SEAT AND OBJECTS.
Article 2. Name and Official Seat.
The Company's name is:
The official seat of the Company is in Amsterdam, the Netherlands.
Article 3. Objects.
The company shall carry out the following activities:
direct engagement in radio and television program broadcasting. The company may also own interests in companies that carry out the aforementioned activity;
production, co-production, executive production of films, feature films, short films, documentaries, telefilms, shows and broadcasts generally intended for television and radio channels, advertising shorts, as well as the copying and duplication of film and television programs;
the purchase, sale, distribution, rental, publishing and marketing in general of films, telefilms, documentaries, film and television programs;
the production and making of soundtracks for films, telefilms and documentaries, including dubbing;
the activity of music and record publishing;
the operation and management of film and theatre companies;
the carrying out of wall space advertising, press, television and audiovisual advertising. The company may also own interests in companies that carry out the aforementioned activity;
information, cultural and recreational activity, notably with regard to the production and/or management and/or marketing and/or distribution of information and communication tools in the field of journalism, with the exclusion of daily newspapers, irrespective of the way in which they are created, processed and distributed using written or sound media or through audiovisual and television broadcasting;
promotional and public relation activities including the organization and management of courses, conferences, conventions, seminars, exhibitions, shows and any other activity related to research and culture such as the publication of studies, monographs, catalogs, books, pamphlets and
the management of real estate and industrial complexes related to the operation of movie theatres and to the activities specified in items a) to h) above;
the exercise of commercial rights in intellectual property through any dissemination means, including the marketing of trademarks, inventions and ornamental designs also relating to cinematographic and television works, merchandising, sponsorship;
the construction, purchase, sale and exchange of real estate;
the installation and operation of systems for the performance and management, in any geographical area, of telecommunications services as well as the performance of all related activities, including the design on own account, creation, management and marketing of telecommunication, computer communication and electronic systems, products and services with the exclusion of any activity for which registration in professional
registers is required.
These activities may be carried out either directly or in association with third parties or on behalf of third parties both in Italy and abroad. The company may also acquire interests in other companies and undertakings, but shall not engage in retail share dealing; the company may coordinate the financial, technical and administrative operations of the investee companies and entities and may provide services to them; the company may carry out all commercial, industrial, financial, securities and real estate transactions related to the achievement of the corporate purpose; the company may take out loans and resort to financing of any kind and duration, grant security interests and personal guarantees on movable or immovable property, including sureties, pledges and mortgages to guarantee its own obligations or those of companies and undertakings of its own corporate group; in general the company may carry out any other activity and perform any other transaction inherent in, connected to or useful for the achievement of the corporate purpose.
The following activities are in any case excluded: attracting savings from the public pursuant to applicable laws; activities the performance of which is restricted to entities authorized to provide financial investment and collective asset management services to the public; the performance vis à vis the public of any activity that is qualified by law as financial activity.
CHAPTER 3. SHARE CAPITAL AND SHARES.
Article 4. Authorised Capital and Shares.
The authorised capital of the Company is seven hundred and seventy-nine million six hundred ten thousand one hundred and ninety-two euro and twenty-four eurocent (EUR 779,610,192.24).
The authorised capital is divided into the following classes of shares as follows:
one billion one hundred and eighty-one million two hundred and twenty-seven thousand five hundred and sixty-four (1,181,227,564)
Ordinary Shares A, having a nominal value of six eurocent (EUR 0.06) each; and
one billion one hundred and eighty-one million two hundred and twenty-seven thousand five hundred and sixty-four (1,181,227,564) Ordinary Shares B, having a nominal value of sixty eurocent (EUR 0.60) each.
All Shares will be registered Shares. No share certificates will be issued.
All Shares have the same economic entitlement to the Company's equity and any kind of distributions made on the Shares will be made on an equal basis.
Article 5. Shareholders' register.
The Company must keep a Register of Shareholders. The register may consist of various parts which may be kept in different places and each may be kept in more than one copy and in more than one place as determined by the Board.
Holders of Shares are obliged to furnish their names and addresses to the Company in writing if and when so required pursuant to (a) a request of the Board and/or (b) the requirements of law and of regulation applicable to the Company. The names and addresses, and, in so far as applicable, the other particulars as referred to in Section 2:85 of the Dutch Civil Code, will be recorded in the Register of Shareholders. The Board will supply anyone recorded in the register on request and free of charge with an extract from the register relating to his right to Shares.
The shareholders' register will be kept up to date. The signing of registrations and entries in the shareholders' register will be done by an Executive Director or the Company Secretary of the Company.
Article 2:85 of the Dutch Civil Code applies to the register of Shareholders.
Article 6. Resolution to Issue; Conditions of Issuance.
Shares may be issued pursuant to a resolution of the General Meeting. This competence concerns all non-issued Shares of the Company's authorised capital from time to time, except insofar as the competence to issue Shares is vested in the Board in accordance with this Article 6.2.
Shares may be issued pursuant to a resolution of the Board, if and insofar as the Board is designated to do so by the General Meeting. Such designation can be made each time for a maximum period of five years and can be extended each time for a maximum period of five years. A designation must determine the number of Shares which may be issued pursuant to a resolution of the Board.
Unless stipulated differently when granting the authorisation, a resolution of the General Meeting to designate the Board as a body of the Company authorised to issue Shares cannot be revoked.
The foregoing provisions of this Article 6 apply mutatis mutandis to the granting of rights to subscribe for Shares, but do not apply in respect of issuing shares to a party exercising a previously acquired right to subscribe for Shares.
The Company may not subscribe for shares in its own capital.
A share issuance is furthermore subject to the provisions of Section 2:96 and 2:96a of the Dutch Civil Code.
Article 7. Pre-emptive Rights.
Upon the issuance of Shares, each holder of Shares will have pre-emptive rights in proportion to the aggregate nominal value of his Shares.1
In deviation of Article 7.1, holders of Shares do not have pre-emptive rights in respect of an issue of:
Shares issued against a non-cash contribution; or
Shares issued to employees of the Company or of a group company.
For each individual issuance of Shares, pre-emptive rights may be restricted or excluded by a resolution of the General Meeting. However, with respect to an issue of Shares pursuant to a resolution of the Board, the pre-emptive rights can be restricted or excluded pursuant to a resolution of the Board if and insofar as the Board is designated to do so by the General Meeting.
If a proposal is made to the General Meeting to restrict or exclude the pre-emptive rights, the reason for such proposal and the choice of the intended issue price must be set forth in the proposal in writing.
The foregoing provisions of this Article 7 apply mutatis mutandis to the granting of rights to subscribe for Shares, but do not apply in respect of issuing Shares to a party exercising a previously acquired right to subscribe for Shares.
Article 8. Payment on Shares.
Upon issuance of each Share, the full nominal value thereof must be paid-up, as well as the difference between the two amounts if the Share is subscribed for at a higher price, without prejudice to the provisions of Section 2:80 subsection 2 of the Dutch Civil Code.
Shares must be paid up in cash, except to the extent that payment by means of a contribution in another form has been agreed.
Payment in another currency than euro is only permitted with the Company's consent. Where such a payment is made, the payment obligation
1Dutch company law does not permit deviation from this principle in the articles of association, but it is allowed to do so by way of a resolution by the GM or the board if authorised (see article 7.3). Whenever the board wishes to issue shares the statutory pre-emptive rights are always excluded and the board if so desired can grant contractual pre-emptive rights to all shareholders in proportion to the number of shares A and B held by each.
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