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MFE MediaForEurope

AGM Information Jun 18, 2025

9975_iss_2025-06-18_c3bd3edf-71d2-4dd5-8e05-a097818fbb04.pdf

AGM Information

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PRESS RELEASE

MFE-MEDIAFOREUROPE N.V: ANNUAL GENERAL SHAREHOLDERS' MEETING 2025: 2024 FINANCIAL STATEMENTS APPROVED, DIVIDEND OF €0.27 FOR EACH 'A' AND 'B' ORDINARY SHARE APPROVED AND ALL OTHER PROPOSALS APPROVED

The 2025 Ordinary Shareholders' Meeting of MFE- MEDIAFOREUROPE N.V. ('MFE' or the 'Company'), held today under the chairmanship of Fedele Confalonieri, Chairman of the Board of Directors (the 'Board' and, overall, the 'Shareholders' Meeting'), approved the annual Financial Statements for the year ended 31 December 2024, included in the appropriate section of the Company's Annual Report for the 2024 financial year (the '2024 Annual Report').

MFE's excellent performance in 2024 means its shareholders can be significantly remunerated: in accordance with articles 27 and 28 of the MFE Bylaws and on the proposal of the Board, the Shareholders' Meeting approved the distribution of an ordinary dividend for the 2024 financial year equal to €0.27 (before applicable withholding taxes) for each 'A' and 'B' ordinary share.

This dividend will be paid on 25 June 2025 with a coupon detachment ex-date of 23 June 2025 (with coupon detachment number 2 for ordinary shares of category A and number 2 for ordinary shares of category B) and record date of 24 June 2025.

In addition, the Shareholders' Meeting: (i) approved the remuneration policy; (ii) expressed a favourable advisory vote on the Compensation Report for the 2024 financial year (and contained in the 2024 Annual Report); and (iii) in line with the applicable provisions of the Dutch corporate governance code, approved the dividend policy.

The Shareholders' Meeting also resolved to grant exemption from liability to the executive and non-executive directors of MFE in office during the financial year 2024 in connection with the performance of their management and non-executive duties, respectively.

Deloitte Accountants B.V. was then appointed by the Shareholders' Meeting as the Independent Auditor for MFE's Sustainability Report for the financial year 2025, in anticipation of the transposition of the European Union's Corporate Sustainability Reporting Directive (CSRD) into Dutch law, which is expected to come into force already with reference to the financial year 2025.

In order to ensure the coverage of current and future remuneration plans, as well as any debt financial instruments convertible into equity instruments and to allow MFE to finance M&A transactions and, more generally, to allow the Board to implement share buyback programmes, the Shareholders' Meeting authorised the Board for a period of 18 months from the date of the Shareholders' Meeting (i.e. until 18 December 2026), to repurchase, in one or more tranches, a maximum number of shares (regardless of their category) of up to 20% of the Company's issued share capital at the time of the relevant transactions, in lieu of the authorisation resolved at the General Shareholders' Meeting of MFE on 19 June 2024.

Finally, the Shareholders' Meeting resolved to authorise the Board, for a period of 18 months from the meeting's date, to issue up to 1,500,000 ordinary 'A' shares and to assign subscription rights for such shares (and, in connection therewith, to limit or exclude the option rights of MFE shareholders). This is to enable the issue of shares to individuals who were shareholders on the record date of the extraordinary Shareholders' Meeting on 25 November 2021 (to the extent not yet issued), as well as to individuals who, on the record date of the Shareholders' Meeting, hold rights to purchase shares in the Company under existing stock option/grant plans.

The summary record of the votes and the minutes of the Shareholders' Meeting will be made available in accordance with the applicable regulations.

Amsterdam-Cologno Monzese, 18 June 2025

Communication and Branding Department Tel. +39 022514.9301 e-mail: [email protected] http://www.mfemediaforeurope.com

Investor Relations Department Tel. +39 022514.8200 e-mail: [email protected] http://www.mfemediaforeurope.com

MFE-MEDIAFOREUROPE is an international holding company that brings together Europe's leading commercial broadcasters.

MFE-MEDIAFOREUROPE is based in Amsterdam, in the Netherlands, and fiscal resident in Italy. It controls Mediaset S.p.A. and Grupo Audiovisual Mediaset España Comunicación S.A. (both fiscal resident in their respective countries) and is the main shareholder of the German broadcaster ProsiebenSat1.

MFE-MEDIAFOREUROPE is listed on the Milan Stock Exchange (Ticker: MFEA, MFEB) and on the Spanish Stock Exchanges (Ticker: MFEA).

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