Press releases

Mediaset S.p.A.: Shareholders approve company's 2019 Annual Report

Annual General Meeting of Mediaset 26 June 2020

SHAREHOLDERS APPROVE COMPANY'S 2019 ANNUAL REPORT 
The Annual General Meeting of the Shareholders of Mediaset, which took place today under the Chairmanship of Fedele Confalonieri, approved the Annual Report of Mediaset S.p.A. for the year to 31 December 2019, including the consolidated balance sheet and income statement and the Directors' Report, as deliberated by the Board of Directors on 10 March 2020.

Despite the objective difficulties recorded by the media sector, at both the national and international level, the 2019 Annual Report records significant improvement in ?Operating Profit' and ?Cash Generation', as well as a marked reduction in ?Total Costs.
?Consolidated Net Revenues' came to EUR 2,925.7 million (EUR 3,401.5 million in 2018), EBIT rose to EUR 354.6 million (EUR 73.7 million in 2018) and the Group's ?Net Profit' amounted to EUR 190.3 million (EUR 468.2 in 2018).

The Annual General Meeting of the Shareholders resolved to allocate the profit for the year of Mediaset SpA to an extraordinary reserve, in line with the recommendation of the Board of Directors, in light of the creation of the new international holding company MFE that will, as already announced, oversee the distribution of dividends.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders have appointed, given the expiry of the previous mandate, a new Board of Statutory Auditors. In addition to List N. 1 presented by the major shareholder Fininvest S.p.A., two other lists were presented, List N. 2 by a group of shareholders made up of mutual funds and other institutional investors, representing a total of 1.085 % of the share capital, and List N. 3 by the shareholder Vivendi SE, representing 9.61% of the share capital.

Following the vote, which was conducted on the basis of voting lists, the new Board of Statutory Auditors is as follows:

ChairmaN         Giovanni Fiori
(from the minority list presented by Vivendi SE)

Standing Statutory Auditors
Riccardo Perotta 
(from the majority list presented by Fininvest S.p.A.)
Flavia Daunia Minutillo
                        (from the majority list presented by Fininvest S.p.A.)

Substitute Statutory Auditors
Francesca di Donato
                       (from the minority list presented by Vivendi SE)
                        Leonardo Quagliata
                       (from the majority list presented by Fininvest S.p.A.)
                        Francesca Meneghel
                        (from the majority list presented by Fininvest S.p.A.)


The elected Statutory Auditors will remain in office for three years. All of them have formally declared that they are in possession of all the legally required statutory requisites for the role.
The curricula vitae of each of the Standing Statutory Auditors are available on the corporate web site www.mediaset.it
REMUNERATION REPORT

The Shareholders approved the Remuneration Policy (Section. I) and voted in favour of the Remuneration Report (Section. II). 


ACQUISITION AND DISPOSAL OF OWN SHARES 


The Shareholders approved the request for the renewal of authorisation to purchase the company's own shares presented by the Board of Directors.
with the aim of pursuing, in the interests of the company, and in the form and conditions determined from time to time by the Board of Directors, the purposes permitted by current EU and national legislation and Allowed Market Practices, including the New Practice no. 1, adopted by Consob with resolution no. 21318 of 7 April 2020 following the favourable opinion expressed by ESMA on 22 January 2020, where applicable:
a) the use of shares for the implementation of compensation plans with allocation, against payment or free of charge, of company shares (such as stock grants, stock options and, in general, share and securities plans exchangeable for company shares) aimed at managers, employees and/or associates of the Group;
b) for trading and hedging;
c) for the investment of liquidity, also in order to contain anomalous price movements, to regularise trends in negotiations and prices and to support the liquidity of the security on the market, as a means of encouraging the regular conduct of negotiations beyond normal variations linked to market trends, and, in any case, in line and in compliance with current provisions.

The approved proposal foresees that the Board of Directors be given the power to buy, also through options trading or financial instruments and derivatives of Mediaset stock, up to a maximum of 118,122,756 ordinary shares with a par value of EUR 0.52 each - and corresponding to 10% of the share capital - in one or more transactions, until the approval of the Financial Statements for the year to 31 December 2020 and for a period not exceeding 18 months form the date of the resolution. The above sum is covered by existing reserves resulting from the last approved financial statements. For the calculation of when the maximum limit of 10% of the share capital is reached, treasury shares already in the portfolio will also be taken into account.

Acquisition operations must be made in compliance with Articles 2357 and following, of the Civil Code, Article 144-bis of Issuers' Regulations (EU) n. 596/2014, and all other applicable Italian and EU norms.

In accordance with the provisions of Art, 132, para. 1 of the Consolidated Finance Act, the acquisition of own shares must be made guaranteeing parity of treatment to all Shareholders, in line with the procedures established by Consob. Consequently, the procedures outlined in Art. 144-bis, para. 1 of the Issuers' Regulations, stipulate that the acquisition of shares may be made in compliance with the indications outlined in sections a), b), and c) of the Issuers' Regulations.

The proposal foresees that the purchase price of the shares be determined from time to time, with regard to the manner in which the transaction is conducted, and in accordance with regulatory requirements, norms or permitted market practices, within minimum and maximum limits defined by the following criteria:

- purchases must be made, in the event that the purchase of treasury shares is carried out on the regulated market, at a price in compliance with the provisions of art. 3, para. 2 of Delegated Regulation 2016/1052/EU, i.e. at a price not higher than the highest price between the price of the last independent transaction and the price of the highest current independent offer on the market in which the proposal for purchase is registered, in other words, in line with currently applicable regulations.

- in any case, purchases must be made at a price per share that may not deviate from, or decrease, or increase, by more than 10% compared to the reference price that the shares recorded on the stock exchange session the day prior to each single transaction or the date on which the price is fixed.

Pursuant to art. 132, paragraph 3, of the Consolidated Finance Act, the aforementioned operating procedures shall not apply to the purchase of treasury shares owned by employees of the company, or its subsidiaries, and assigned or subscribed pursuant to art. 2349 and 2441, para. 8, of the Civil Code, i.e. resulting from remuneration plans based on financial instruments approved pursuant to art. 114-bis of the Consolidated Finance Act.

The Shareholders also authorised the Board of Directors, pursuant to art. 2357-ter of the Civil Code, in accordance with current laws and regulations, and the regulations issued by the Italian Stock Exchange and in compliance with EU provisions, to:

a) sell the shares purchased pursuant to this resolution or already in the portfolio, to participants in compensation plans, whether against payment or free of charge, by them of options to purchase shares allocated to them, at the prices, terms and in the manner prescribed - including the price, where relevant, established by the plans and related regulations. The authorisation referred to in this paragraph is in line with the time limits set by the stock option plans;

b) sell the shares purchased pursuant to this resolution, or already in the portfolio with the following alternatives:
i) by cash transactions, in which case, sales shall be made on the listing stock exchange and/or off market, at a price not less than 90% of the reference price recorded by the Stock Exchange trading session prior to each operation;
ii) by trading, exchange, transfer or other disposition, as part of industrial projects or extraordinary corporate finance operations. In this case, the economic terms of the transfer, including the valuation of the shares traded, will be determined by independent experts, on the basis of the nature and characteristics of the transaction, also taking into account the market performance of Mediaset shares.

The authorisation referred to in paragraph b) is given for an unlimited period.

The aforementioned resolution to authorise the purchase of treasury shares was approved without the favourable vote of the majority of the shareholders present at the meeting other than the shareholders or shareholders who hold, even jointly, a majority stake, even relative, provided this is more than 10% (the so-called whitewash). As a result, treasury shares purchased by the company in execution of the said authorisation resolution will be excluded from the share capital (and therefore will not be counted as part of it) if, due to the effect of the purchases of treasury shares, a shareholder exceeds the relevant thresholds pursuant to art. 106 of the Consolidated Finance Act.

However, the provisions of art. 44-bis, paragraph 4, of the Issuers' Regulations remain in place, pursuant to which treasury shares acquired as a result of transactions executed for the fulfilment of obligations related to compensation plans approved by the Shareholders pursuant to art. 114-bis of the Consolidated Finance Act are not excluded from the share capital on which the relevant shareholding is calculated for the purposes of art. 106 of the Consolidated Finance Act.

The executive responsible for the preparation of the Mediaset S.p.A. accounts, Luca Marconcini, declares that, as per para. 2 art. 154-bis, of the Single Finance Bill, that the accounting information contained in this press release corresponds to that contained in the company's books.

Cologno Monzese, June 26, 2020

DOCUMENTS

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