PROPOSAL TO THE GENERAL MEETING:
NEW COMPANY NAME MFE-MEDIAFOREUROPE N.V.
INTRODUCTION OF A DUAL CLASS SHARE STRUCTURE
The Board Of Directors of Mediaset N.V. (“Mediaset” or the “Company”), held on 1 October 2021, decided unanimously to propose to the general meeting:
- the change of the Company’s name into MFE-MEDIAFOREUROPE N.V. and
- the introduction of a dual class share structure with different voting rights.
The introduction of the proposed dual class share structure is a fundamental step to pursue the creation of a pan-European group in the entertainment and content sector. The dual class share structure will provide, in concrete, greater flexibility for financing possible future M&A transactions.
The proposed dual class share structure can be summarized as follows:
- The share capital will consist of ordinary shares A and ordinary shares B.
- Each existing Mediaset’s share in issue will be converted into one ordinary share B.
- All Mediaset existing shareholders at a certain reference day will be entitled to one ordinary share A for each ordinary share B owned.
- Both classes of shares will be listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana.
- Each ordinary share A will have a nominal value of 0,06 euro and each ordinary share B will have a nominal value of 0,60 euro (vs previous 0,52 euro).
- Consequently, each ordinary share A will give right to one vote and each ordinary share B will give right to ten votes.
- Both the issuance of the ordinary shares A and the nominal value increase for the ordinary shares B will be made using Company’s distributable reserves.
- Both classes of shares will have the same economic rights (e.g. dividends).
- All Mediaset shareholders will be treated equally also in case of possible future public voluntary or mandatory tender offer.
The implementation of the dual class share structure is subject to the admission to listing and trading on the Mercato Telematico Azionario of the ordinary shares A, as well as obtaining the required approvals from competent authorities.
Timetable
14 October 2021: Call of an extraordinary general meeting (the EGM).
28 October 2021: Record date for the EGM.
25 November 2021: EGM date.
The change of the Company’s name into MFE-MEDIAFOREUROPE N.V., if approved, will be effective from the date of the General Meeting, while the new dual class share structure, if approved, is expected to become effective before 1 January 2022, subject to the completion of all the formalities in connection therewith.
Further information on the new dual class share structure will be made available by the Company through additional press releases in accordance with the applicable provisions of law.
All other documentation required by applicable laws in relation to the introduction of the dual class share structure will be made available to the public within the terms of law.