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
  • 16.05.2020Notice of convocation of the General Shareholders' Meeting 26 June 2020download document
  • 16.05.2020Proxy form AGM 26 June 2020download document
  • 16.05.2020Form to confer proxy and voting instructions to the Appointed Representative 26 June 2020download document
  • 09.06.2020Instructions to fill in the electronic form designated representativedownload document
  • 23.06.2020Answers to Q&A ex art. 127-ter TUFdownload document
  • 26.06.2020Chairman?s Speechdownload document
  • 26.06.2020Summary report of the votes on the proposal of the Agenda AGM 26 June 2020download document

Mediaset in borsa:

Shareholders' Meeting

Excerpt of the notice of call of Mediaset S.p.A. Shareholders' Meeting
26 June 2020

The shareholders of Mediaset S.p.A. (ticker MS), holders of ordinary shares or holders of ADR (CUSIP 584469407), are called on to take part in the Ordinary Shareholders' Meeting in Cologno Monzese (MI), Viale Europa no. 48, on Friday, 26 June 2020, at 10:00 a.m., in a single call, to resolve on the following
Agenda

A. Financial Statements as at 31 December 2019
1. Approval of the Financial Statements as at 31 December 2019; Reports of the Board of Directors on operations, the Board of Statutory Auditors and the Independent Auditors; Presentation of the Consolidated Financial Statements as at 31 December 2019; Presentation of the Consolidated Non-Financial Statement as at 31 December 2019.
2. Allocation of the result for 2019.

B. Report on the remuneration policy and on the remuneration paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998.
3. Approval of the Remuneration Policy 2020 (Section I).
4. Nonbinding vote on the Report on the remuneration paid in 2019 (Section II).

C. Appointment of the Board of Statutory Auditors and determination of remuneration
5. Appointment of Statutory Auditors.
6. Determination of the annual remuneration of the Board of Statutory Auditors.

D. Authorisation to the Board of Directors to purchase and sell treasury shares
7. Authorisation for the Board of Directors to purchase and sell treasury shares, including to serve "Stock Option" plans and other medium/long-term incentive and loyalty plans based on shares; relevant and ensuing resolutions.

In accordance with the Law Decree introducing "Measures to strengthen the national health service and to provide financial support for families, workers and businesses related to the COVID-19 epidemiological emergency" No. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020 ("Decree"), attendance at the Shareholders' Meeting may only take place through the appointed representative (Computershare S.p.A.) pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF"); the aforementioned designated representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF. Physical participation in the Shareholders' Meeting of individuals with the right to vote is prohibited.
Pursuant to the Decree, Directors and Statutory Auditors, as well as other persons whose participation in the Shareholders' Meeting is required, other than those who have a right to vote, may participate in the Shareholders' Meeting by means of telecommunications that ensure their identification, without the need for the chair, secretary and notary public to be in the same place, in order to ensure the smooth running of the meeting. The instructions for participation in the Shareholders' Meeting by means of telecommunications will be made known by the Company to Computershare S.p.A., to the Directors and Statutory Auditors, as well as to the other persons entitled to attend, other than those who have a right to vote.
For further information, especially, on the share capital, on the proxy to the appointed representative,  on the right to ask questions, on the right to request the addition of new items to the agenda and to propose new resolutions, on the procedure for appointing the Board of Statutory Auditors, 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.

The documentation relating to the items included in this agenda will be made available to the public, within the terms and in the manner provided for by current legislation, at the Company's registered office, on the Company's website www.mediaset.it (Corporate/Governance/Shareholders' Meeting section), and on the authorised storage mechanism eMarket Storage at www.emarketstorage.com.

The Company Bylaws are published on the Company website www.mediaset.it (/Corporate/Governance/Company Bylaws).



www.mediaset.it/gruppomediaset/bin/91.$plit/ENG_NUOVO_Mediaset%20-%20avviso%20di%20convocazione%2026062020%20DEF.pdf

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