Mediaset S p A : 27.07.2021 - INFORMATION DOCUMENT on the Medium LongTerm Incentive and Loyalty Plan for the years 2021, 2022 and 2023

INFORMATION DOCUMENT

on the

Medium/Long-Term Incentive and Loyalty Plan for the years 2021, 2022 and

2023 for certain Mediaset Group managers

Definitions

For the purposes of this Information Document, the terms indicated below have the meaning attributed to them alongside:

Ordinary Shareholders' Meeting: the ordinary shareholders' meeting of Mediaset S.p.A., the company that will approve the Plan.

Share(s): the ordinary shares of Mediaset S.p.A., each with a nominal value of EUR 0.52, listed on the electronic stock market (MTA) organised and managed by Borsa Italiana S.p.A.

Cycle:the three-year period beginning the first day of each Reference Year.

Compensation Committee: the Compensation Committee formed within the Board of Directors pursuant to the Corporate Governance Code propagated by Borsa Italiana S.p.A.

Award Notice: the notice addressed by the Company to Recipients, notifying them that they have been awarded the Basic Rights and Matching Rights. Participation Notice: the notice addressed by the Company to Recipients, notifying them of their participation in a given Plan Cycle. The Participation Notice is accompanied by a Application Form. By signing this form and sending it back to the Company, Recipients fully and unconditionally accept the Plan and its implementing Regulations. In this Application Form, Recipients must also

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notify the Company of the Portion of the Short-Term Incentive Target Bonus that they intend to carry over to the Medium/Long-Term Plan.

Board of Directors: the Board of Directors of Mediaset S.p.A..

Award Date: the date on which the Board of Directors of Mediaset S.p.A. awards, upon the proposal of the Compensation Committee, the Basic Rights and the Matching Rights to the Recipient.

Allotment Date: the date, upon the expiry of the Vesting Period, on which the Board of Directors allots the Shares in a number equal to the Rights vested (upon the proposal of the Compensation Committee) after verifying that the Performance Objectives have been met and that the Recipient and the Company remain in a Work Relationship at the end of the Vesting Period.

Recipients: the Delegated Bodies and management personnel of Mediaset S.p.A. and its Subsidiaries who perform key strategic functions for the Mediaset Group and are recipients under the Short-Term Incentive Plan for the Reference Year, as identified by the Board of Directors upon the proposal of the Compensation Committee according to the employment category of each Recipient to be awarded the Rights under the Plan and the implementing Regulations.

Rights:the Basic Rights and Matching Rights awarded to Recipients under the terms and conditions set out in the Plan and in the implementing Regulations. Each Right grants the Recipients the right to be allotted one Share. For these rights to vest and consequently for the underlying Shares to be allotted free of charge, the Board of Directors first verifies whether the Performance Objectives have been met, while the relevant areas of the Company verify whether the Recipient and the Company or Subsidiary remain in a Work Relationship at the end of the Vesting Period, as provided for in the Regulations.

Basic Rights: the rights awarded to the Recipient with reference to the Portion of the Short-Term Incentive Target Bonus that the Recipients intends to carry over

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to the Medium/Long-Term Plan for the Reference Year. The number of Basic Rights awarded to the Recipient is equal to the ratio between (i) the Portion of the Short-Term Incentive Target Bonus that the Recipient intends to carry over to the Medium/Long-Term Plan and (ii) the Market Price of the Shares as at the Award Date.

Matching Rights: the rights awarded free of charge to the Recipient by the Board of Directors, which are equal in number to the Basic Rights.

Information Document: this Information Document, drawn up pursuant to and for the purposes of Article 84-bis of the Issuers' Regulation.

Reference Year: for the first three-year cycle, the year 2021; for the second three-year cycle, the year 2022; for the third three-year cycle, the year 2023. Free Cash Flow:the characteristic cash flow shown in the table contained in the report on operations relating to the consolidated financial statements of the group called "Condensed cash flow statement" in the free cash flow line. Gruppo Mediaset: The Company and its Subsidiaries.

Application Form: the form prepared by the Company and accompanying the Participation Notice, which the Recipient must sign to be accepted to the Plan. Performance Objectives:the performance objectives that will be measured to determine the percentage of Rights vested, in accordance with the provisions of paragraph 2.2.

Delegated Bodies:the persons and entities referred to in Article 2381 of the Italian Civil Code.

Vesting Period: the period beginning the Award Date of the Rights and ending the last day of the thirty-sixth month thereafter.

Plan: the medium/long-term incentive and loyalty plan for the years 2021, 2022 and 2023, as outlined in this Information Document.

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Short-TermIncentive Plan: the annual incentive plan rolled out within the Mediaset Group, as described in Section I of the Remuneration Policy and Compensation Paid.

Short-TermIncentive Target Bonus: the target value of the variable pay component that the Recipient may be due under the Short-Term Incentive Plan for each Reference Year.

Market Share Price: the arithmetic mean of the official prices of Mediaset shares, as listed on the electronic stock market (MTA) organised and managed by Borsa Italiana S.p.A., in the thirty days preceding the Award Date.

Portion of the Short-Term Incentive Target Bonus Carried Over to the

Medium/Long-TermPlan: the portion - equal to 25% or 50% - of the Short-Term Incentive Target Bonus for the Reference Year which the Recipient intends to carry over to a Basic Rights award by taking up that option in the Application Form.

Work Relationship: the employment or fiduciary relationship existing between each Recipient and the Company or its Subsidiary.

Regulations: the regulations approved by the Board of Directors upon the proposal of the Remuneration Committee, which governing the terms, conditions and procedures for implementing the Plan.

Issuer Regulation: the regulation adopted by CONSOB in its resolution No. 11971 of 14 May 1999, as amended and supplemented.

Group Net Result:the net result for the year, shown in the table "Mediaset group: income statement", which can be found in the consolidated financial statements in the "Report on Operations" section, under the heading "Group net result for the year".

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Subsidiaries: the subsidiaries of Mediaset S.p.A. pursuant to Article 2359 of the Italian Civil Code. For the purposes of the Plan, this excludes subsidiaries whose shares are listed on regulated markets and their subsidiaries.

Total Shareholder Return (TSR): the total return for the shareholder, calculated according to the following formula:

(Final Price - Initial Price) + Dividends

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Initial Price

where:

Initial Price: indicates the arithmetic average of the official prices of Mediaset shares recorded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the thirty days preceding the first day of the three- year reference period;

Final Price: indicates the arithmetic average of the official prices of Mediaset shares recorded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the thirty days preceding the last day of the three-year reference period;

Dividends: indicates the cumulative amount of dividends per share paid during the three-year reference period.

TUF: Italian Legislative Decree 58/1998 of 24 February 1998.

1. Recipients

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