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.