Press releases

Resolution of the Board of Directors' of Mediaset 26 JUne 2020

RESOLUTION OF THE BOARD OF DIRECTORS' OF MEDIASET
26 JUNE 2020
 
At a meeting today the Board of Directors recorded the press releases issued on 19 and 23 June 2020 on behalf of Vivendi SA ("Vivendi") regarding its participation at today's Annual General Meeting of the Shareholders and with reference to 113,533,301 shares, which correspond to 9.61% of the share capital (the "Vivendi stake") and on 23 June 2020 on behlaf of Simon Fiduciaria S.p.A. ("Simon") regarding its participation at today's Annual General Meeting of the Shareholders and with reference to 226,712.212 shares, which correspond to 19.19% of the share capital (the "Simon stake" and, together with the Vivendi stake, the "Stake"). The shares of the Simon stake are owned by Vivendi and held on a fiduciary basis by Simon with a mandate that foresees the exercise of the relative voting rights in the interest and on behalf of Vivendi.

With the assistance of its legal team, the Board re-examined:

(a) the events leading up to the signing of the contract stipulated with Vivendi on 8 April 2016 (the "Contract") regarding, among other things, the sale of Mediaset Premium S.p.A.;
(b) the decision by Vivendi to acquire the Stake and the manner in which this decision was implemented;
(c) the content of the acts produced, and provisions issued, in the various pending suits before both administrtive and ordinary courts.

At the end of this examination, the Board of Directors reiterated its view that Vivendi acquired and holds the Stake in violation: 

(i) of obligations towards Mediaset as contained in the Contract, and
(ii) the provisons, pursuant to  Art. 43, para. 11, of Tusmar, as determined by the AGCom in resolution 178/17/Cons, an currently fully applicable. 

The Board also recorded:

(1) the order issued by the Court of Milan on 23 November 2018, and subsequently confirmed on appeal with the provision issued on 17 January 2019;
(2) the order issued by the Court of Milan on 31 August 2019;
(3) the decree issued by the Tar Lazio by a single judge on 9 January 2020;
(4) the order issued by the Court of Milan on 3 February 2020, and subsequently confirmed on appeal with the provision issued on 28 May 2020 and subsequently published on 19 June.

In light of the above, the Board, without prejudice to the assessments outlined above and therefore without prejudice to its rights, and with specific reference to today's Meeting of the Shareholders, resolved unanimously to:

(1) not oppose the request by Vivendi to exercise the voting and associated rights, related to the Vivendi stake; 
(2) consequently, to permit Vivendi to take part in the proceedings of the Shareholders' Meeting  through Computershare S.p.A. the designated representative of the Vivendi stake; 
(3) oppose the request by Simon to exercise the voting and associated rights, related to the Simon stake; 
(4) consequently, not to permit Simon to take part in the proceedings of the Shareholders' Meeting, not even through Computershare S.p.A. the designated representative of the Simon stake.

Cologno Monzese, June 26, 2020

DOCUMENTS

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