US investors disclaimer

The business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.

documents

  • 08.06.2019 - Notice of convocation of the General Shareholders' Meeting 4 September 2019
  • 08.06.2019 - Proxy form EGM 4 September 2019
  • 08.06.2019 - Form to confer proxy and voting instructions on Designated Representative EGM 4 September 2019
  • 18.06.2019 - Common cross-border merger plan
  • 18.06.2019 - Explanatory report EGM 4 September 2019
  • 18.06.2019 - Mediaset Espana Directors' Report on the merger
  • 18.06.2019 - Mediaset Investment NV Directors' Report on the merger
  • 18.06.2019 - Mediaset Expert's Report for the Merger
  • 18.06.2019 - Mediaset Investment NV Expert's Report for the Merger n. 1
  • 18.06.2019 - Mediaset Investment NV Expert's Report for the Merger n. 2
  • 18.06.2019 - Terms and conditions for initial allocation of Special Voting Securities series A
  • 18.06.2019 - Initial election Form for Special Voting Shares A
  • 18.06.2019 - Terms and conditions for special voting shares
  • 18.06.2019 - Mediaset 2016 financial statement
  • 18.06.2019 - Mediaset 2017 financial statement
  • 18.06.2019 - Mediaset 2018 financial statement
  • 18.06.2019 - Mediaset Espana 2016 financial statement
  • 18.06.2019 - Mediaset Espana 2017 financial statement
  • 18.06.2019 - Mediaset Espana 2018 financial statement
  • 18.06.2019 - Mediaset Investment NV 2017 financial statement
  • 18.06.2019 - Mediaset Investment NV 2017 audit report
  • 18.06.2019 - Mediaset Investment NV 2018 financial statement
  • 18.06.2019 - Mediaset Investment NV 2018 audit report
  • 19.06.2019 - Proposed Articles of Association of MFE- MEDIAFOREUROPE N.V.
  • 19.06.2019 - Mediaset Espana Expert's Report for the Merger
  • 02.07.2019 - "Questions and Answers" relating to the shareholder's meeting of 4 september 2019
  • 02.07.2019 - Solicitation of proxies launched by Mediaset S.p.A. Shareholder's meeting of 4 september 2019
  • 08.07.2019 - SOLICITATION Prospectus on the solicitation EGM 4 September 2019
  • 08.07.2019 - SOLICITATION Proxy Model EGM 4 September 2019download document
  • 15.07.2019 - SOLICITATION Prospectus on the solicitation EGM 4 September 2019 INTEGRATED
  • 15.07.2019 - SOLICITATION Proxy Model EGM 4 September 2019 INTEGRATED
  • 31.07.2019 - Additional information for shareholders
  • 21.08.2019 - Additional information for shareholders
  • 02.09.2019 - The Order issued by the Court of Milan relating to the trial R.G. 2019/33508
  • 02.09.2019 - The Order issued by the Court of Milan relating to the trial R.G. 2018/50173
  • 04.09.2019 - Answers to Q&A ex art. 127-ter TUF
  • 06.09.2019 - Minutes of Shareholders' General Meeting on September 4 2019
  • 06.09.2019 - Notice to Shareholders
  • 06.09.2019 - Withdrawal notification
  • 07.10.2019 - Notice of rights' offer
  • 07.10.2019 - Subscription Form Rights' offer
  • 05.12.2019 - Mediaset BoD explanatory Report
  • 05.12.2019 - Mediaset Espana BoD explanatory Report
  • 05.12.2019 - Mediaset Investment BoD Report
  • 22.12.2019 - Vivendi's Letter regarding EGM called on January 10, 2020
  • 08.01.2020 - Report of the Board of Statutory Auditors pursuant to article 2408 Italian Civil Code
  • 10.01.2020 - Answers to Q&A ex art. 127-ter TUF

The business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.

Policy
The Board of Directors Meeting of 28 February 2017 approved the Internal Dealing Policy (the "Policy"), which regulates, among other things, disclosure obligations and limitations concerning some types of transactions involving Mediaset shares as well as financial instruments linked thereto that are carried out by "Relevant Parties" and by the persons closely related thereto.

Transactions carried out by Major Shareholders
Shareholders holding a stake, calculated in accordance with Article 118 of the Issuer Regulation, of at least 10 percent of the share capital of Mediaset S.p.A., represented by shares with voting rights, and any other person who controls Mediaset (hereinafter the "Major Shareholders") are subject to Regulation (EU) No. 596/2014 on market abuse, Delegated Regulation (EU) No. 2016/522, Implementing Regulation (EU) 2016/523 and the applicable provisions of Legislative Decree no. 58/1998 and Consob Regulation no. 11971/1999.
In particular, the Major Shareholders are required to inform Consob of any transactions they have carried out, using the Communication Form attached to Implementing Regulation (EU) 2016/523, by the end of the fifteenth day of the month following the month in which the acquisition was made.