OUTSTANDING SHARE CAPITAL AND VOTING RIGHTS AT THE DATE OF THE NOTICE AND THE RECORD DATE
As of the date of the notice (1st February 2023) for the Extraordinary General Meeting of shareholders (‘EGM’) of MFE-MEDIAFOREUROPE N.V. (the ‘Company’) to be held on 15 March 2023, the share capital amounts to EUR 800,313,280.50 and is divided into a total of no. 2,707,506,599 Shares, of which no. 1,526,279,035 Ordinary Shares A (ISIN code NL0015000MZ1) and no. 1,181,227,564 Ordinary Shares B (ISIN code NL0015000N09) which are issued and outstanding.
The ordinary shares B have nominal value of Euro 0.60 and confer 10 votes each and the ordinary shares A have nominal value of Euro 0.06 and confer 1 vote each. All ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
For sake of clarity, as of 1st February 2023, the Company owns 88,707,693 ordinary shares A and 38,627,313 ordinary shares B without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the EGM is equal to 12,863,573,852.
As of 15th February 2023 (Record date) there were no changes in the share capital, the number of voting rights and the treasury shares.
VOTING IN PERSON
Shareholders can attend the EGM either in person or by proxy.
Shareholders holding ordinary shares in a Monte Titoli Participant Account who wish to attend the EGM (either in person or by proxy) should request their Intermediary to issue a statement confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date).
The shareholders who would participate by proxy can register their votes in advance on the resolutions to be put to the EGM by registration of their proxy as referred to below. It will not be possible to vote during the EGM except by participating in person.
ONLINE VOTING INSTRUCTIONS
Starting from 16 February 2023 (the day after the record date) shareholders, holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the EGM, may log in to the website in order to directly cast their vote online, through the following link:
Link to vote online
PROXY FORM
Proxy form to be used by shareholders entitled to attend the meeting holding their shares in an intermediary account participating in the Monte Titoli system in order to appoint Computershare S.p.A. to vote online according the instructions provided in the form.
Proxy Form
VIRTUAL ATTENDANCE WITHOUT VOTE
The Company wishes to assist its shareholders to attend the EGM electronically by providing an adequate opportunity to follow the meeting. Upon registration and the request of virtual attendance a shareholder will receive an email with a link to login for the EGM.
Shareholders will be able to login for (virtual) admission to the meeting on 15 March 2023 at 14.00 am CET.
DOCUMENTS AND REPORTS
The documentation regarding the Cross-border Merger of Mediaset España Comunicacion S.A. in MFE-MEDIAFOREUROPE N.V. - item 3 on the agenda of the Extraordinary Shareholders' Meeting to be held on 15th March 2023 - is available here
As of the date of the notice (1st February 2023) for the Extraordinary General Meeting of shareholders (‘EGM’) of MFE-MEDIAFOREUROPE N.V. (the ‘Company’) to be held on 15 March 2023, the share capital amounts to EUR 800,313,280.50 and is divided into a total of no. 2,707,506,599 Shares, of which no. 1,526,279,035 Ordinary Shares A (ISIN code NL0015000MZ1) and no. 1,181,227,564 Ordinary Shares B (ISIN code NL0015000N09) which are issued and outstanding.
The ordinary shares B have nominal value of Euro 0.60 and confer 10 votes each and the ordinary shares A have nominal value of Euro 0.06 and confer 1 vote each. All ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
For sake of clarity, as of 1st February 2023, the Company owns 88,707,693 ordinary shares A and 38,627,313 ordinary shares B without the right for the Company to cast any vote.
Therefore, the total number of voting rights which can be cast at the EGM is equal to 12,863,573,852.
As of 15th February 2023 (Record date) there were no changes in the share capital, the number of voting rights and the treasury shares.
VOTING IN PERSON
Shareholders can attend the EGM either in person or by proxy.
Shareholders holding ordinary shares in a Monte Titoli Participant Account who wish to attend the EGM (either in person or by proxy) should request their Intermediary to issue a statement confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date).
The shareholders who would participate by proxy can register their votes in advance on the resolutions to be put to the EGM by registration of their proxy as referred to below. It will not be possible to vote during the EGM except by participating in person.
ONLINE VOTING INSTRUCTIONS
Starting from 16 February 2023 (the day after the record date) shareholders, holding their shares in an intermediary account participating in the Monte Titoli system and entitled to attend the EGM, may log in to the website in order to directly cast their vote online, through the following link:
Link to vote online
PROXY FORM
Proxy form to be used by shareholders entitled to attend the meeting holding their shares in an intermediary account participating in the Monte Titoli system in order to appoint Computershare S.p.A. to vote online according the instructions provided in the form.
Proxy Form
VIRTUAL ATTENDANCE WITHOUT VOTE
The Company wishes to assist its shareholders to attend the EGM electronically by providing an adequate opportunity to follow the meeting. Upon registration and the request of virtual attendance a shareholder will receive an email with a link to login for the EGM.
Shareholders will be able to login for (virtual) admission to the meeting on 15 March 2023 at 14.00 am CET.
DOCUMENTS AND REPORTS
The documentation regarding the Cross-border Merger of Mediaset España Comunicacion S.A. in MFE-MEDIAFOREUROPE N.V. - item 3 on the agenda of the Extraordinary Shareholders' Meeting to be held on 15th March 2023 - is available here