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US investors disclaimer
The business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.
The business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.
documents
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08.06.2019 - Notice of convocation of the General Shareholders' Meeting 4 September 2019
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08.06.2019 - Proxy form EGM 4 September 2019
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08.06.2019 - Form to confer proxy and voting instructions on Designated Representative EGM 4 September 2019
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18.06.2019 - Common cross-border merger plan
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18.06.2019 - Explanatory report EGM 4 September 2019
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18.06.2019 - Mediaset Espana Directors' Report on the merger
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18.06.2019 - Mediaset Investment NV Directors' Report on the merger
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18.06.2019 - Mediaset Expert's Report for the Merger
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18.06.2019 - Mediaset Investment NV Expert's Report for the Merger n. 1
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18.06.2019 - Mediaset Investment NV Expert's Report for the Merger n. 2
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18.06.2019 - Terms and conditions for initial allocation of Special Voting Securities series A
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18.06.2019 - Initial election Form for Special Voting Shares A
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18.06.2019 - Terms and conditions for special voting shares
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18.06.2019 - Mediaset 2016 financial statement
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18.06.2019 - Mediaset 2017 financial statement
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18.06.2019 - Mediaset 2018 financial statement
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18.06.2019 - Mediaset Espana 2016 financial statement
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18.06.2019 - Mediaset Espana 2017 financial statement
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18.06.2019 - Mediaset Espana 2018 financial statement
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18.06.2019 - Mediaset Investment NV 2017 financial statement
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18.06.2019 - Mediaset Investment NV 2017 audit report
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18.06.2019 - Mediaset Investment NV 2018 financial statement
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18.06.2019 - Mediaset Investment NV 2018 audit report
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19.06.2019 - Proposed Articles of Association of MFE- MEDIAFOREUROPE N.V.
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19.06.2019 - Mediaset Espana Expert's Report for the Merger
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02.07.2019 - "Questions and Answers" relating to the shareholder's meeting of 4 september 2019
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02.07.2019 - Solicitation of proxies launched by Mediaset S.p.A. Shareholder's meeting of 4 september 2019
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08.07.2019 - SOLICITATION Prospectus on the solicitation EGM 4 September 2019
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08.07.2019 - SOLICITATION Proxy Model EGM 4 September 2019download document
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15.07.2019 - SOLICITATION Prospectus on the solicitation EGM 4 September 2019 INTEGRATED
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15.07.2019 - SOLICITATION Proxy Model EGM 4 September 2019 INTEGRATED
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31.07.2019 - Additional information for shareholders
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21.08.2019 - Additional information for shareholders
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02.09.2019 - The Order issued by the Court of Milan relating to the trial R.G. 2019/33508
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02.09.2019 - The Order issued by the Court of Milan relating to the trial R.G. 2018/50173
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04.09.2019 - Answers to Q&A ex art. 127-ter TUF
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06.09.2019 - Minutes of Shareholders' General Meeting on September 4 2019
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06.09.2019 - Notice to Shareholders
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06.09.2019 - Withdrawal notification
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07.10.2019 - Notice of rights' offer
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07.10.2019 - Subscription Form Rights' offer
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05.12.2019 - Mediaset BoD explanatory Report
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05.12.2019 - Mediaset Espana BoD explanatory Report
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05.12.2019 - Mediaset Investment BoD Report
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22.12.2019 - Vivendi's Letter regarding EGM called on January 10, 2020
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08.01.2020 - Report of the Board of Statutory Auditors pursuant to article 2408 Italian Civil Code
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10.01.2020 - Answers to Q&A ex art. 127-ter TUF
The By-laws define the primary characteristics of the company as well as its primary rules of functioning. It describes the governance system adopted by the company and also outlines the fundamental criteria for the composition and division of the powers attributed to the corporate bodies and the relationship between them. More specifically, by complementing legal provisions, the By-laws outline the criteria and the procedures for identifying the parties which contribute, at the highest level, to the management and control of the company. The By-laws also describe the rights due to shareholders, the modalities for exercising these rights and it may be modified by means of a resolution of the Extraordinary Shareholders Meeting. Nevertheless, when the amendments of the By-laws involve mere updating to comply with normative changes, the Board of Directors may provide through a direct resolution. In fact, the Board of Directors' Meeting of 9 November 2010, as empowered by article 23 of the Company Bylaws and by article 2365, section 2, of the Italian Civil Code, has therefore introduced, as of that date, the amendments required to align the By-laws of Mediaset with the new provisions introduced by the Legislative Decrees no. 27 and no. 39, 27 January 2010. The Extraordinary Shareholders Meeting of 20 April 2011, refer to the possibility offered by the aforementioned Legislative Decree no. 27/2010 to introduce additional optional changes in the regulations, has approved the amendments of the By-law addressed to the adoption of criteria with a view organisational and operational simplification. The same General Meeting also adopted the amendments to the By-laws resulting from the decisions taken by the Company on related party transactions. The Extraordinary Shareholders Meeting of 24 April 2013 has adopted a new test for the company's Articles of Association. The changes are addressed to aligning the Bylaws with the provisions of Law no. 120/2011 on the subject of equal access to the administration and control organs of companies listed on the regulated markets (Quotas for Women) and to amending the Bylaws in line with the provisions of Decree no. 91/2012, containing amendments and additions to Legislative Decree 27 January 2010 no. 27 which implements Directive 2007/36/EC regarding the exercising of certain rights held by the Shareholders? of listed companies. The Extraordinary Shareholders Meeting of 15 December 2017 resolved to modify Article 17 of the Articles of Association, resolved to add to the Articles of Association Article 8-bis (the identification of shareholders) and approved changes to Articles 19 (method of calling of meetings of the Board of Directors), 21 (Chairman's casting vote in Board meetings), 22 (termination of the majority of the Board of Directors), 24 (nomination of the Executive Committee) and 28 (Board of Statutory Auditors). The Ordinary Shareholders Meeting of 18 April 2019 resolved to enhanced voting be introduced in accordance with Article 127-quinquies of the Consolidated Finance Law and, therefore, that the Bylaws be amended. The shareholders on 27 May 2021 agreed to revoke the deliberation of 18 Aprile 2019 and, as a consequence, to modify Article 7 of the Aricles of Association, eliminating increased voting rigths pursuant to Art. 127-quinquies of Legislative Decree n.58 of 24 February 1998.
Policy
The Board of Directors Meeting of 28 February 2017 approved the Internal Dealing Policy (the "Policy"), which regulates, among other things, disclosure obligations and limitations concerning some types of transactions involving Mediaset shares as well as financial instruments linked thereto that are carried out by "Relevant Parties" and by the persons closely related thereto.
Transactions carried out by Major Shareholders
Shareholders holding a stake, calculated in accordance with Article 118 of the Issuer Regulation, of at least 10 percent of the share capital of Mediaset S.p.A., represented by shares with voting rights, and any other person who controls Mediaset (hereinafter the "Major Shareholders") are subject to Regulation (EU) No. 596/2014 on market abuse, Delegated Regulation (EU) No. 2016/522, Implementing Regulation (EU) 2016/523 and the applicable provisions of Legislative Decree no. 58/1998 and Consob Regulation no. 11971/1999.
In particular, the Major Shareholders are required to inform Consob of any transactions they have carried out, using the Communication Form attached to Implementing Regulation (EU) 2016/523, by the end of the fifteenth day of the month following the month in which the acquisition was made.
The business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.