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
  • 15.03.2019Form to confer proxy and voting instructions on Designated Representativedownload document
  • 15.03.2019Proxy formdownload document

Mediaset in borsa:

Shareholders' Meeting

General Shareholders' Meeting
18 aprile 2019
Viale Europa, 46
Cologno Monzese

The Shareholders of Mediaset S.p.A. (ticker MS), holders of ordinary shares (ISIN IT0001063210-Sedol 5077946) or possibly holders of ADR (CUSIP 584469407) are called on to take part in the Ordinary and Extraordinary Shareholders Meeting, in Cologno Monzese (MI), Viale Europa n. 46, on Thursday 18 April 2019, at 10:00 am. in a single call to resolve on the following

Agenda
Ordinary Part

A.  Financial Statements at 31 December 2018
1. Approval of the Financial Statements at 31 December 2018 and allocation of profit for the year; Report on Operations and the Reports of the Independent Auditors and the Board of Statutory Auditors; Presentation of the Consolidated Financial Statements at 31 December 2018; Presentation of the Consolidated Non-Financial Statement at 31 December 2018; Relative resolutions.

B. Compensation Report, pursuant to article 123-ter of Italian Legislative Decree 58/1998
2. Compensation Report, pursuant to article 123-ter of Italian Legislative Decree no. 58/1998; Advisory Vote on Compensation Policy.

C. Authorisation for the Board of Directors to purchase and dispose of treasury shares
3. Authorisation for the Board of Directors to purchase and dispose of treasury shares, also to service stock option plans and other share-based medium-long term incentive and retention plans; related resolutions.

Extraordinary Part

D. Proposal to amend article 7 of the Company Bylaws
4. Amendment to article 7 of the Bylaws concerning vote majority pursuant to article 127-quinquies of Legislative Decree 58 of 24 February 1998.

Download Notice of convocation of the General Meeting

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