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MFE MediaForEurope M&A Activity 2025

Nov 27, 2025

9975_rns_2025-11-26_e560ad61-8ce2-4c2c-95f8-94878030d171.pdf

M&A Activity

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MFE MEDIAFOREUROPE

This press release contains inside information within the meaning of Article 7(1) of Regulation (EU) 596/2014 (Market Abuse Regulation)

PRESS RELEASE

INVESTMENT AGREEMENT FOR THE SUBSCRIPTION BY MFE OF A 32.9% STAKE IN IMPRESA

MFE-MEDIAFOREUROPE N.V. ("MFE") hereby informs that it has entered into an investment agreement with IMPRESA – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. ("Impresa") and its majority shareholder, IMPREGER – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. ("Impreger"), pursuant to which MFE will subscribe for newly issued shares representing 32.934% of the share capital and voting rights in Impresa (the "Investment Agreement" and, as a whole, the "Transaction").

Impresa is a leading Portuguese media and entertainment group publicly listed on Euronext Lisbon stock exchange, recognised for its strong market position in Portugal and across Portuguese-speaking countries worldwide. Following the Transaction Impresa will maintain a diverse shareholder base.

Based on Impresa's latest publicly-available full-year financial data (i.e., the full-year results as of 31 December 2024), its consolidated revenues are equal to EUR 182.3 million and its EBITDA is equal to EUR 18.4 million, with a total net interest-bearing debt equal to EUR 130.9 million.

MFE and Impresa share a history of pioneering change in the media sector, having both contributed to the development of the media market in Europe.

This new partnership between MFE and Impresa is designed to leverage economies of scale, positioning both groups to better navigate the increasingly competitive landscape of European media while promoting growth and innovation.

MFE's investment in Impresa will allow the parties to foster a close and collaborative partnership, leveraging the specialised expertise and deep market insights of both groups.

The Transaction is an integral part of MFE's strategic vision for profitable growth, aimed at achieving quality engagement at scale and providing superior services to advertisers and brands, with the ultimate goal of establishing itself as a leading force in the rapidly evolving European television and media landscape.

Both MFE and Impresa are committed to creating long-term value for their stakeholders, with a shared focus on growth within the pan-European entertainment and media sector.

Pursuant to the terms of the Investment Agreement, Impreger, led by the Balsemão family, will retain control of Impresa. Francisco Pinto Balsemão's legacy in shaping Portugal's media landscape is well-established and highly regarded by MFE. The continued


involvement of the Balsemão family will be key in driving Impresa's strategic direction and addressing the challenges that lie ahead.

Subject to the approval of Impresa's shareholders, the board of directors of Impresa will resolve upon a share capital increase dedicated to MFE of approximately EUR 17.3 million, by issuing 82,500,000 newly-issued shares at a price-per-share equal to EUR 0.21, corresponding to the volume-weighted average price of Impresa's shares during the six-month period prior to 15 October 2025 (included).

The closing of the Transaction, expected to occur within 45 to 60 days as of the date hereof, is subject to the fulfilment of customary conditions precedent, including the regulatory clearance by the Portuguese securities market commission relating to the exemption for MFE from the obligation to launch a mandatory tender offer over Impresa's shares, waivers from financial institutions, and Impresa's shareholders' approval.

The Investment Agreement also provides for the execution of a shareholders' agreement between MFE and Impreger relating to Impresa's future governance, in line with customary governance rights attributed to minority yet industrial shareholder.

MFE expects to finance the Transaction using its own financial resources.

MFE expects the Transaction to have no impact on the forecast for the financial year 2025, as per the latest disclosure to the market in this regard made on 20 November 2025.

Amsterdam (the Netherlands)-Cologno Monzese (Milan, Italy), 26 November 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 (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).