Mediaset replies to Vivendi's letter: "Pretext and unfounded initiative"

THEThe Board of Directors of Mediaset, which met today, examined the letter of Vivendi SA ("Vivendi") of 20 December 2019 (the "Letter", see press release of 22 December 2019). In particular, with regard to the findings formulated with respect to the merger (the "Merger") of Mediaset and Mediaset Espana Comunicacion, S.A. in Mediaset Investment N.V. ("MFE") and to the proposed resolution submitted to the shareholders' meeting on January 10th (the "Resolution Proposal"), the Board:

(a) notes that – as already happened in the past (see press release of July 22nd) – instead of making a request for integration of the agenda of the meeting of January 10th p.v. ex art. 126 bis of the TUF, Vivendi opts for a completely unusual and in any case out of time procedure. The pretext of this position is clearly evident from Paragraph B of the Letter;

(b) notes that while he claims to have invested in Mediaset "over € 1.2 billion for about 3 years", Vivendi forgets that this investment was made in violation of the provisions of art. 43, paragraph 11, Tusmar ascertained by AGCom and the contract entered into with Mediaset on 8 April 2016 relating to the sale of Mediaset Premium;

(c) reiterates, consistent with the assessments made regarding the Merger and the project to create a pan-European group in the entertainment and media sector (the "MFE Project"), that such project and the Merger are essential for the future of the Mediaset Group, as well as for all its shareholders and stakeholders. Failure to implement the Project would cause serious damage to the Company, including primarily the loss of important synergies recognized by most analysts (all ignored by Vivendi) as well as the inability to act as an aggregating pole in the process of consolidation of the sector (see press release of 22 November 2019);

(d) considers the reasons why Vivendi believes that the current proposed statute of MFE does not pursue any legitimate social interest and renders the entire Merger operation abusive and harmful for Mediaset as unfounded and vitiated by conflict of interest ". In refutation of the thesis that the governance of MFE would be unique in the Dutch legal system, the Board refers to the responses pursuant to art. 127ter of the Consolidated Law on Finance provided by the Company to Vivendi on the occasion of the shareholders' meeting of 4 September u.s. (published in the governance / Cross-border merger section of the Mediaset website). Conversely, it is precisely the requests for qualified quorum formulated by Vivendi that, in addition to making evident the discomfort of the latter in seeing its influence reduced due to the lack of such quorums, constitute completely unusual cases in the Dutch system;

(e) considers Vivendi's criticisms of the Proposed Resolution and the "procedure that the companies of the Mediaset group have declared they want to follow to approve the Merger" unfounded. In fact, this proposal: (i) does not concern the approval of the Merger plan or a new merger plan, (ii) is fully legitimate and relates only to limited modifications to the draft statute of the MFE and to the regulation of the special vote shares, all aimed at conforming to the indications provided by the Court of Milan in the attempt of conciliation and improving the MFE governance model (see Mediaset press release of 22 December 2019), (iii) overcomes the criticisms made by the Madrid Court, which, moreover, Mediaset Espana (and Mediaset, as far as they are competent) do not share and which are subject to appeal;

(f) takes note of the positions expressed by the Advocate General in the proceedings pending before the Court of Justice of the European Union and reminds that: (i) these positions do not bind the decision of the Court of Justice, (ii) the Advocate General himself confirms that the protection of pluralism of information can justify "the adoption of national measures that limit the freedom of establishment" (with a prevalence, therefore, on the relevant principle) and that it is for the national courts to assess the proportionality of these measures, (iii ) pending the ruling of the EU Court and the implementation of this ruling by the national judge, nothing changes regarding the illegality (legal and conventional) of the purchase by Vivendi of 29.94% of the share capital of Mediaset and the consequent Agcom assessments;

(g) reiterates that the proposed resolution does not integrate any of the cases envisaged for exercising the right of withdrawal pursuant to art. 2437 cod. civ. as well as pursuant to art. 5 of Legislative Decree no. 108/2008.

Finally, the Board of Directors observes that the Letter integrates a new Vivendi initiative aimed at preventing the Merger and the realization of the MFE Project, a project completely analogous to the one that Vivendi, a competitor of Mediaset, has repeatedly declared publicly that it intends to implement directly and alone.
With reference to the complaint pursuant to art. 2408 of the Italian Civil Code contained in the Letter, the Board of Statutory Auditors will carry out the activities assigned to it in this regard in accordance with applicable laws.

Cologno Monzese, 23 December 2019