Shareholders' Meeting

The Shareholders' Meeting, when regularly constituted, represents all of the shareholders and its resolutions, passed in conformity with the law, are binding on all of them, even if absent or dissenting. General Meetings shall be held at the Company's registered office or elsewhere within Italy. As laid down by article 9 of the Articles of Incorporation, General Meetings shall be convened by means of a notice giving the date, time, place and agenda for the meeting, as well as all the information required by the law as its stands at the time.

The Company makes available to the public the documentation relative to the matters contained in the Agenda by depositing it at the company's registered office, sending it to Borsa Italiana and publishing it on its website.

The Shareholders' Meeting is presided over by the Chairman of the Board of Directors and, in his absence, by the Vice Chairman.

The Shareholders' Meeting has all the powers laid down by law regarding it. Pursuant to the Articles of Incorporation the giving to the administration body of the company the competencies and pass resolutions on matters, such as resolutions regarding mergers and split-offs in those cases laid down by the articles 2505, 2505, part two, and 2506, part three, of the Italian Civil Code, the opening or closing of secondary sites, indicating who among the Directors have the legal representation of the company, the reduction of the Share Capital in the case of the withdrawal of a shareholder and the updating of the Articles of Incorporation for legislative and regulatory measures, which belong by law to the Extraordinary Shareholders' Meeting, does not lessen the competency of the Shareholders' Meeting, which maintains the power to pass resolutions regarding such matters. Regarding the constitution and resolutions of the Shareholders' Meetings, both Ordinary and Extraordinary, at any call, the relative legal measures are applied.

Parties with voting rights may arrange to be represented, by means of written proxy, as provided for in law. Proxies may be notified to the Company as indicated in the notice of meeting, also by email sent to the address indicated in the notice, no later than the start of the general meeting.

The Ordinary Shareholders' Meeting of 9th April 2001 put in place the "Shareholders' Meeting Regulations", which regulates the proceedings of the Ordinary and Extraordinary of Shareholders' Meetings of the company.

 

 

Documents

  • 09.04.2001Rules applicable to General Shareholders' Meetingdownload document
  • 22.11.2019Notice of convocation of the General Shareholders' Meeting 10 January 2020download document
  • 22.11.2019Proxy form AGM 10 January 2020download document
  • 22.11.2019Form to confer proxy and voting instructions on Designated Representative 10 January 2020download document

Mediaset in borsa:

Shareholders' Meeting

Excerpt of the notice of call of Mediaset S.p.A. shareholders' meeting of 10 January 2020
Shareholders of Mediaset S.p.A. (ticker MS), holders of ordinary shares or holders of ADR (CUSIP 584469407), are convened to take part in the extraordinary shareholders' meeting in Cologno Monzese (MI), Viale Europa no. 46, on Friday, 10 January 2020, at 11:00 am CET, in a single call to resolve on the following.
Agenda
1.    Proposal to amend articles 1, 13, 15, 40, 42 and 43 of the proposed version of the articles of association and articles 4, 5, 6, 7, 8, 11 and 13 of the "Terms and Conditions for Special Voting Shares" (as well as article 1 of Schedule 1 to the same), that will be adopted by MFE - MEDIAFOREUROPE N.V., as surviving company, upon completion of the cross-border merger by absorption of Mediaset S.p.A. and Mediaset España Comunicación S.A. with and into Mediaset Investment N.V., as well as Paragraph 6 of the "Terms and Conditions for the Initial Allocation of Special Voting Shares A".

For information on the share capital, on the right to request the addition of new items to the agenda and to propose new resolutions on items already on the agenda, on the eligibility to intervene at the shareholders' meeting, on proxy votes, as well as on the right to ask questions prior to the shareholders' meeting and on the documentation made available relating to the item on the agenda, reference is made to the text of the notice of call which was published on the Company website www.mediaset.it (section Corporate/Governance/ Shareholders? Meeting) and was made available on the eMarket Storage system on the website www.emarketstorage.com.
Shareholders are entitled to inspect all documentation made available at the registered office and to obtain a copy.
The Company Bylaws are published on the Company website www.mediaset.it (/Corporate/Governance/Company Bylaws).
Withdrawal right
The approval of the item on the agenda does not entail any of the conditions provided for the exercise of the withdrawal right under applicable law: consequently, Mediaset shareholders who do not participate in the adoption of the resolution proposal on the item on the agenda will not be entitled to exercise their with-drawal rights.

Mediaset Spa - Sede legale I - 20121 Milano via Paleocapa 3 - Cap. Soc. int. vers. € 614.238.333 | Registro Imprese di Milano, C.F. e P. IVA 09032310154
Copyright © 2005-2020 Mediaset. Tutti i diritti riservati.