A.1

What is the merger?

The merger entails the cross-border merger of Mediaset S.p.A. ( Mediaset ) and Mediaset España Comunicación S.A. ( Mediaset España ) with and into Mediaset Investment N.V. ( DutchCo ), a wholly-owned direct subsidiary of Mediaset (the Merger ).

DutchCo, Mediaset and Mediaset España (jointly referred to as the Companies or the Merging Companies ) belong to the Mediaset group (the Group ). In particular, (i) DutchCo is a wholly-owned direct subsidiary of Mediaset and (ii) Mediaset España is a direct subsidiary of Mediaset, which currently owns shares representing approximately 51.63% of Mediaset España’s share capital (and 53.98% of the voting rights, taking into account the treasury shares currently held by Mediaset España). Upon completion of the Merger, Mediaset and Mediaset España will cease to exist as standalone entities, and DutchCo — which will be renamed “MFE - MEDIAFOREUROPE N.V.” ( MFE ) — will acquire all assets and assume all liabilities and other legal relationships of Mediaset and Mediaset España.

The Merger is part of a single and broader transaction (the Transaction ) which also envisages the following reorganizations, aimed at maintaining the activities of Mediaset and Mediaset España, respectively, in Italy and Spain, to be completed prior to the effectiveness of the Merger: (i)  the incorporation of an Italian wholly-owned direct subsidiary of Mediaset ( NewCo Italia ); (ii) the transfer by Mediaset to NewCo Italia, by means of a contribution in-kind regulated by the Italian civil code, of substantially all of its business and certain shareholdings (the Mediaset Reorganization ); and (iii) the segregation ( segregación ) by Mediaset España, pursuant to Spanish law, of all its assets and liabilities, including its shareholdings in other companies, to Grupo Audiovisual Mediaset España Comunicación, S.A. ( GA Mediaset ) — a Spanish wholly-owned direct subsidiary of Mediaset España — in exchange for the allotment to Mediaset España of all the new shares in GA Mediaset that will be issued on the occasion of its share capital increase triggered by the segregation (the Mediaset España Segregation and, together with the Mediaset Reorganization, the Preliminary Reorganizations ).

The completion of the Preliminary Reorganizations is a condition precedent to the Merger.

In addition, simultaneously to the Merger, all of Mediaset España’s assets and liabilities transferred to DutchCo by virtue of the Merger — namely the GA Mediaset shares — will be allocated to a branch ( sucursal ) of DutchCo located in Spain and registered with the Commercial Register of Madrid (the Spanish Branch ). The Spanish Branch is required in order to apply to the Merger the tax neutrality regime foreseen under Spanish law.

A.2

How will the structure of the Mediaset group change upon completion of the Transaction?

The current structure of the Group is represented below.

The structure of the Group after completion of the Preliminary Reorganizations, but prior to the completion of the Merger, is represented below.

The structure of the Group after completion of the Merger is represented below.

A.3

What are the main features of the envisaged Transaction?

·                   Purpose : combination of Mediaset and Mediaset España to create a pan-European media and entertainment group, with a leading position in its local markets and greater scale to compete and potential to expand further in specific countries across Europe.

·                   Structure : Mediaset and Mediaset España will be merged with and into DutchCo and will cease to exist as standalone entities. DutchCo will acquire all assets and assume all liabilities and other legal relationships of Mediaset and Mediaset España.

Upon completion of the Merger:

(i)              each Mediaset shareholder, including the depositary bank under the Mediaset American Depositary Receipts ( ADRs ) program, will receive 1 ordinary share of DutchCo ( DutchCo Ordinary Shares ) for each Mediaset share held;

(ii)           each holder of ADRs representing Mediaset shares will receive such number of DutchCo ADRs representing ordinary shares of DutchCo as results from the exchange ratio set out in paragraph (i) above; and

(iii)  each Mediaset España shareholder (other than Mediaset, as the shares held by Mediaset in Mediaset España will be cancelled by operation of law) will receive 2.33 ordinary shares of DutchCo for each Mediaset España share held.

No fractional DutchCo Ordinary Shares shall be allotted to any holder of shares of the absorbed companies ( i.e. , Mediaset and Mediaset España).

·                   Loyalty program : introduction of a loyalty voting structure to reward long-term ownership and foster the stability of the shareholder base.

·                   Listing : DutchCo Ordinary Shares will be listed for trading on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A. (the Mercato Telematico Azionario ) and will also be listed on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia, organized and managed by their respective managing companies of the stock exchanges ( sociedades rectoras de las bolsas de valores ) (the Spanish Stock Exchanges ), for trading through the automated quotation system of the Spanish Stock Exchanges (S istema de Interconexión Bursátil Español — the SIBE ), organized and managed by Sociedad de Bolsas , S.A.U.

·                   Preliminary Reorganizations : in the context of the Merger, the Preliminary

Reorganizations are envisaged in order to maintain all the operations and business activities of Mediaset and Mediaset España, respectively, in Italy and Spain.

Therefore, before completion of the Merger, Mediaset and Mediaset España will not have relevant business activities (save for certain financial activities that will remain in Mediaset and will be transferred to DutchCo upon effectiveness of the Merger).

·                   Withdrawal rights : Mediaset shareholders who do not participate in the adoption of the resolution on the Merger, as well as Mediaset España who vote against the Merger, will be entitled to exercise their withdrawal rights. Further information on the withdrawal rights is included in Section D.

A.4

When are the Merger and the Transaction expected to be completed?

The Merger (and, consequently, the Transaction) are currently expected to be completed by the fourth quarter of 2019, subject, however, to the satisfaction of certain conditions precedent, several of which are not under the control of the Merging Companies.

A.5

Why re-domiciling the company in the Netherlands and not in Italy or Spain?

Re-domiciling is necessary to accomplish the Group’s strategic objectives. The incorporation of a new holding company in the Netherlands — which represents the perfect and neutral ground for such an ambitious project (as proven by other companies that have adopted the same structure) — constitutes an important step in the development of a fully-integrated media powerhouse, which would become a leader in linear and non-linear entertainment, leveraging tech and data to compete on an equal footing in the evolving media space.

Besides, the European law permits cross-border mergers between European companies in a manner similar to a domestic merger.

Furthermore:

·                   a re-domiciliation in the Netherlands enhances Mediaset global profile and stresses the international diversification of the business and the shareholder base;

·                   a large number of industrial groups have historically chosen the Netherlands for their holding companies, on the basis of its favourable and international corporate environment; and

·                   neither Italian law nor Spanish law permit to implement the mechanism to reward long-term shareholders envisaged in the context of the Transaction.

A.6

Will there be any change regarding Italian operations and commitment to Italy?

Mediaset is not leaving Italy. Only the holding company resulting from the Mediaset Reorganization will be moved to the Netherlands, while Italian operations will remain in Italy.

In this regard, it is worth recalling that, before completion of the Merger, the Mediaset Reorganization will be consummated, whereby Mediaset will transfer substantially all of its business to NewCo Italia: therefore, all the operating activities will remain in Italy and NewCo Italia will be allowed to co ntinue operating the business of Mediaset, once the Transaction is completed, within the same legal and business framework as the one regulated by the laws currently applicable to the activities of Mediaset.

Many of the reasons to be incorporated in the Netherlands are related to corporate law and this decision should not be interpreted as an intention to scale down Mediaset’s presence in Italy.

Upon effectiveness of the Merger, no meaningful variations in the relationships of Mediaset with its employees, suppliers, and regulatory and tax authorities are envisaged.

A.7

Will the Transaction determine changes in the Group’s business strategy?

The Transaction is aimed at creating a pan-European media and entertainment group. Combined sustainable capital structure and strong cash flow generation profile provide MFE with the required firepower to play a pivotal role in the context of a possible future consolidation scenario in the European video media industry.

In the context of the current constantly developing competitive landscape, internationalization,

economies of scale and ability to offer tech enabled products and quality content are becoming the key critical factors in the profitable execution of modern media company strategies.

Scale and international footprint will create opportunities that cannot be seized today due to the local focus and dimension and ample resources to invest in core business areas.

A different size and operational model can generate significant cost efficiencies, savings and opportunities. In this respect, the boards of directors of Mediaset and Mediaset España believe that the Transaction would allow the achievement of significant cost efficiencies and savings.

A.8

How will the capitalization of Mediaset change?

As at the date hereof, the share capital of Mediaset amounts to Euro 614,238,333.28, divided into No. 1,181,227,564 ordinary shares, each having a nominal value of Euro 0.52.

If the participation of Mediaset in Mediaset España remained unaltered, and provided that the number of treasury shares held at the date of approval of the common merger plan (i.e., 7 June 2019) by Mediaset (No. 44,071,568) and by Mediaset España (No. 14,269,073) is maintained as treasury shares and therefore such shares were cancelled upon effectiveness of the Merger, DutchCo would issue No. 1,472,925,998 DutchCo Ordinary Shares, with a nominal value of Euro 0.01 per share, resulting in a total nominal value of Euro 14,729,259.98.

The exact amount of the share capital increase will depend on (i) the number of treasury shares of Mediaset and Mediaset España held at the effective date of the Merger, and (ii) the shareholding of either of the absorbed companies (i.e., Mediaset and Mediaset España) in the other absorbed company at the effective date of the Merger.

Upon completion of the Merger, the authorized share capital of MFE will amount to Euro 240,000,000.00, divided into 1,500,000,000 DutchCo Ordinary Shares (each having a nominal value of Euro 0.01), 1,500,000,000 Special Voting Shares A (each having a nominal value of Euro 0.02), No. 1,500,000,000 Special Voting Shares B (each having a nominal value of Euro 0.04) and 1,500,000,000 Special Voting Shares C (each having a nominal value of Euro 0.09).

I t is expected that, prior to the effective date of the Merger, the board of directors of DutchCo will be authorized by the shareholders’ meeting to make share capital increases.

A.9

What are the conditions precedent to the closing of the Merger?

The completion of the Merger is subject to the satisfaction of the following conditions precedent:

(i)            the Preliminary Reorganizations shall have been consummated; for which purposes, among others, the required regulatory authorizations shall have been obtained;

(ii)         the DutchCo Ordinary Shares, which are to be issued and allotted to Mediaset and Mediaset España shareholders upon effectiveness of the Merger, shall have been admitted to listing on the Mercato Telematico Azionario and the decision to admit to trading shall have been released. The admission will be conditional upon the obtaining of the necessary authorizations by the Dutch supervisory authority ( Autoriteit Financiële Markten — the AFM ) and/or other competent authorities;

(iii)      no governmental entity of a competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order which prohibits the consummation of the Transaction or makes it void or extremely burdensome;

(iv)     the amount of cash, if any, to be paid by Mediaset and Mediaset España to (a) Mediaset and Mediaset España shareholders exercising their withdrawal right in relation to the Merger under Article 2437- quater of the Italian civil code and under Article 62 of Spanish Law 3/2009 of 3 April on structural modifications to business companies (the LME ) and other applicable Spanish regulations, respectively, and/or to (b) creditors of Mediaset and of Mediaset España exercising their right of opposition to the Merger according to applicable law (or alternatively, to financial entities for purposes of sufficiently guaranteeing the credits of such creditors of Mediaset and of Mediaset España) ( Amount of Withdrawal Rights and Oppositions ), shall not exceed in the aggregate the amount of Euro 180 million, provided, however, that, for clarity, the Amount of Withdrawal Rights and Oppositions will be calculated net of the amount of cash payable by Mediaset shareholders or third parties for the purchase of Mediaset shares pursuant to Article 2437- quater of the Italian civil code, and of the amount of cash payable (or

Mediaset’s controlling shareholder, Fininvest S.p.A., has confirmed its support to the Transaction. As of 7 June 2019, Fininvest held a participation in the issued capital of Mediaset equal to 44.18% and voting rights equal to 45.89% (taking into account the treasury shares held by Mediaset).

A.20

How can Mediaset shareholders exercise the voting rights attached to the Mediaset shares registered in their name?

If the Mediaset shares are registered in the name of a Mediaset shareholder as of the Record Date and the authorized intermediary, with whom his/her/its Mediaset shares are deposited, provides Mediaset with the necessary communication, such Mediaset shareholder may attend the Mediaset Extraordinary Meeting and vote in person. Anyone becoming a Mediaset shareholder subsequent to the Record Date will not be entitled to attend or vote at the Mediaset Extraordinary Meeting. As provided by law, a Mediaset shareholder entitled to attend the Mediaset Extraordinary Meeting may appoint a proxy holder in writing, using the proxy form provided on the corporate website of Mediaset (www.mediaset.it).

Mediaset has designated Computershare S.p.A. as the representative, pursuant to Article 135- undecies TUF, which may receive from holders of voting rights, by 2 September 2019, a proxy and instructions to vote on the motion on the agenda. Appointment of Computershare S.p.A. — as the representative — must be made in accordance with the instructions and using the proxy form provided on the corporate website of Mediaset (as indicated above). Details on how to electronically communicate to Mediaset the appointment of a proxy holder are also provided.

No documentation on how to exercise voting rights will be sent to Mediaset shareholders. In order to vote at the Mediaset Extraordinary Meeting, entitled shareholders must either attend the Mediaset Extraordinary Meeting and vote in person or confer a proxy as described above.

A.21

May Mediaset shareholders change their voting instructions after conferring a proxy to Computershare S.p.A. or revoke their proxies?

Pursuant to Article 135- undecies TUF, proxies and voting instructions to Computershare S.p.A. may be revoked or changed up to and until two trading business days before the date of the Mediaset Extraordinary Meeting.

A.22

If Mediaset shares are held through a bank or a broker, will the bank or broker exercise the voting rights attached to such shares?

No.

If Mediaset shares are owned by a Mediaset shareholder and such shares are held through a bank or broker or a depositary, the Mediaset shareholder is the sole owner of the voting rights. Such voting rights may be exercised by instructing the depositary bank to transmit to Mediaset, through the intermediary participating in the Monte Titoli system, the communication which certifies that the Mediaset shares are registered in the name of the relevant Mediaset shareholder as of the Record Date for the Mediaset Extraordinary Meeting.

A.23

How can Mediaset shareholders attend the Mediaset Extraordinary Meeting in person?

The Mediaset Extraordinary Meeting will be held on 4 September 2019, at 10:00 am (Central European Time), at Viale Europa No. 46, in Cologno Monzese (Italy). Mediaset shareholders, who are such on the date of 26 August 2019 (Record Date) and who wish to attend the Mediaset Extraordinary Meeting in person, must request the authorized intermediary with whom their Mediaset shares are deposited to transmit to Mediaset the communication certifying that the Mediaset shares are registered in their name as of the Record Date.

A.24

Will Mediaset pay sums to Mediaset España if the Mediaset Extraordinary Meeting does not approve the Merger?

No, Mediaset will not pay any amount to Mediaset España.

Should the Merger not be approved by the Mediaset Extraordinary Meeting, no liability shall be claimed on part of Mediaset, Mediaset España or DutchCo nor on part of their respective officers and directors.

However, whether or not the Merger is completed, all costs and expenses incurred in connection

with the Merger and the transactions contemplated thereby will be paid by the party incurring such expenses.

A.25

Do the board of directors of Mediaset and the board of directors of Mediaset España recommend the approval of the Merger?

Yes.

At the meeting held on 7 June 2019, the board of directors of Mediaset carefully considered the proposed Merger and the Transaction and determined that, taking into account the current circumstances, the Merger and the transactions contemplated by the common merger plan are not only fair to, but also in the best interest of Mediaset and its shareholders.

As regards Mediaset España, an ad hoc merger committee, formed by three independent directors and one “other external” director, was appointed within the board of directors of Mediaset España (the Merger Committee ). The Merger Committee was entrusted with the analysis of all matters related to the Merger, including the negotiations of the common merger plan and the exchange ratio. Upon the prior favourable proposal of the Merger Committee, the board of directors of Mediaset España (with the abstention of proprietary and executive directors) resolved, at the meeting held on 7 June 2019, to approve the common merger plan and the proposal of Merger (as well as the Transaction as a whole).

Accordingly, the board of directors of Mediaset and the board of directors of Mediaset España approved the common merger plan and the Transaction and recommended that Mediaset and Mediaset España shareholders vote in favour of the Merger.

A.26

What are the potential negative consequences that Mediaset and Mediaset España have considered regarding the Transaction?

In evaluating the Transaction, the board of directors of Mediaset and the board of directors of Mediaset España also considered potential negative consequences and risks that may arise from the proposed Transaction, such as the potential adverse impact on trading in DutchCo Ordinary Shares, the fact that the loyalty voting mechanism may discourage or make a change of control transaction more difficult and the financial cash outflows that may be required in connection with the exercise of the withdrawal rights and creditors’ opposition rights.

The board of directors of Mediaset and the board of directors of Mediaset España concluded that the expected benefits of the Transaction outweigh the potential negative consequences and risks.

A.27

Why was the procedure for related parties transactions not applied by Mediaset to the Merger?

Mediaset and DutchCo are related parties because DutchCo is a wholly-owned subsidiary of Mediaset.

Mediaset and Mediaset España are related parties because Mediaset España is a direct subsidiary of Mediaset.

Mediaset and NewCo Italia will be related parties because, upon incorporation, NewCo Italia will be a direct subsidiary of Mediaset.

The Merger and the Transaction as a whole qualify as a “significant transaction” pursuant to the regulation on related-party transactions approved by Consob through the resolution No. 17221 dated 12 March 2010 (the Regulation ).

However, the Merger, as well as the Transaction, benefits from the exemption set forth by Article 14, paragraph 2, of the Regulation and Article 7, let. d) of the “ Procedures for transactions with related parties ” adopted by Mediaset and published on the website of Mediaset (www.mediaset.it). Pursuant to such exemption, Mediaset will not publish the relevant information document ( documento informativo ) pursuant to Article 5 of the Regulation.

B.1

What are the principal reasons and expected benefits of the Transaction?

From a strategic, operational and industrial perspective, the transaction is aimed at creating a pan-European media and entertainment group, with a leading position in its local markets and greater scale to compete and potential to expand further in specific countries across Europe. Combined sustainable capital structure and strong cash flow generation profile provide MFE with the required firepower to play a pivotal role in the context of a possible future consolidation scenario in the European video media industry.

The incorporation of a new holding company in the Netherlands represents the perfect and neutral ground for such an ambitious project (as proven by other companies that have adopted the same structure) and constitutes an important step in the development of a fully integrated media powerhouse, which would become a leader in linear and non-linear entertainment, leveraging tech and data to compete on an equal footing in the evolving media space.

On 29 May 2019, Mediaset announced the acquisition of a 9.6% stake in the German broadcaster ProSiebenSat.1 Media, corresponding to up to 9.9% of the voting rights, excluding treasury shares. Mediaset and Mediaset España have been developing a strong relationship with ProSiebenSat.1 in the European Media Alliance (EMA) in the last five years. The goal of this alliance is to develop economies of scale which are crucial for the future of European TV.

In the context of the current constantly developing competitive landscape, internationalization, economies of scale and ability to offer tech enabled products and quality content are becoming the key critical factors in the profitable execution of modern media company strategies.

In particular, the Mediaset and Mediaset España boards of directors believe that this first step enables the following strategic and operational benefits, which can only be unlocked efficiently through a combined entity that is run by a single management team with a clear definition of its strategic priorities and value levers:

·                             Scale to compete . Integrated and diversified media company with access to a combined audience of 107mm viewers to better compete with global players. Economies of scale will be generated in key crucial areas such as: (i) audience/reach, (ii) content creation and distribution, (iii) audience data, (iv) AdTech platforms, (v) OTT (AVOD) platforms, and (vi) talent acquisition and attraction;

·                             New business opportunities . Scale and international footprint will create opportunities that cannot be seized today due to the local focus and dimension and ample resources to invest in core business areas, such as creation of a production content house, data collection, Addressable TV, Digital audio, DOOH, Mobile proximity;

·                             Stronger proprietary channel and content portfolio. MFE will have the best content and viewing experience across all platforms (linear and non-linear). It will offer engaging content for viewers thanks to stronger in-house production resources and increased ability to supply content to 3rd parties;

·                             Leaner and more efficient organization . Pan-European consolidation requires a re-engineering of the operational and organization model that will allow cost efficiencies and savings, mainly driven by technological developments. Agile decision making with a leaner organization to adapt to a changing business environment and capture combined growth opportunities;

·                             “Driving the change”. Scale coupled with a pan-European footprint will benefit all stakeholders by increasing bargaining power with suppliers and establishing a first-mover advantage in a consolidating media landscape.

Mediaset and Mediaset España have gone through a very detailed exercise aimed at identifying specific levers out of 6 buckets (content, broadcasting & digital, IT/tech, procurement, G&A expenses, sales house), where a different size and operational model can generate significant cost efficiencies, savings and opportunities.  In this respect, the boards of directors of both companies believe that the Transaction would create cost efficiencies and savings of about Euro 100-110 million (before taxes) in the next 4 years (from 2020 to 2023), representing around Euro 800 million on a net present value basis .

C.1

What will the Mediaset and the Mediaset España shareholders receive in the context of the Transaction?

As a result of the Merger becoming effective:

(i)            each Mediaset shareholder, including the depositary bank under the ADRs program, shall be granted 1 (one) DutchCo Ordinary Share (with a nominal value of Euro 0.01) for each share held in Mediaset (with a nominal value of Euro 0.52) (the Exchange Ratio I );

(ii)         each holder of ADRs representing Mediaset shares shall be granted such number of DutchCo ADRs representing DutchCo Ordinary Shares as results from the Exchange Ratio I; and

(iii)      each Mediaset España shareholder (other than Mediaset, as the shares held by Mediaset in Mediaset España will be cancelled by operation of law pursuant to Section 2:325(4) of the Dutch civil code) shall be granted 2.33 (two/thirtythree) DutchCo Ordinary Shares for each share held in Mediaset España (having each a nominal value of Euro 0.50) (the Exchange Ratio II and, together with the Exchange Ratio I, the Exchange Ratios ).

No fractional DutchCo Ordinary Shares shall be allotted to any holders of shares of Mediaset España. Those shareholders who hold a number of Mediaset España shares such as to enable them to receive, in accordance with the Exchange Ratio II, a non-whole number of DutchCo Ordinary Shares, shall receive such whole number of DutchCo Ordinary Shares which is immediately below said non-whole number. Mediaset España shares (or any fractions thereof) in excess of those required, pursuant to the Exchange Ratio II, to receive a whole number of DutchCo Ordinary Shares (i.e., Mediaset España shares or any fractions thereof representing fractional entitlements to DutchCo Ordinary Shares) shall be transferred on behalf of the Mediaset España shareholders, through their depositaries, to an agent appointed for these purposes by Mediaset España (the Fractions Agent ).

The Fractions Agent, acting at its own risk and for its own account, shall pay in cash to these shareholders, in consideration for each of the Mediaset España shares (or any fractions thereof) so transferred, their market value. The Fractions Agent will, in turn, exchange the Mediaset España shares (and any fractions thereof) arising from the aggregation of such fractions so purchased and exchange them, in its own name and on its own behalf, for the relevant whole number of DutchCo Ordinary Shares resulting from the Exchange Ratio II, with any remainder fractional entitlements to DutchCo Ordinary Shares corresponding to the Mediaset España shares (or fractions thereof) held by the Fractions Agent being disregarded.

The treasury shares held by Mediaset and Mediaset España as at the effective date of the Merger, if any, will not be exchanged and will be cancelled pursuant to Italian and Spanish applicable law, as well as pursuant to Section 2:325(4) of the Dutch civil code; likewise, any shares in either of the absorbed companies (i.e., Mediaset and Mediaset España) held by the other absorbed company will not be exchanged, but will be cancelled on the effective date of the Merger.

For clarification purposes, Mediaset España neither holds any Mediaset shares nor is expected to hold any Mediaset shares at any time before the effective date of the Merger, so that the paragraph above will in all likelihood apply only with regard to the Mediaset España shares which are held by Mediaset on the effective date of the Merger.

No consideration in addition to the DutchCo Ordinary Shares delivered in application of the Exchange Ratios, either in cash or otherwise, will be paid by DutchCo, Mediaset and Mediaset España to the Mediaset and Mediaset España shareholders in connection with the Merger, save as provided with respect to the withdrawal rights, as described under Section D.

C.2

How were the Exchange Ratio I and the Exchange Ratio II determined?

In order to determine the economic value of the shares of Mediaset and Mediaset España and, therefore, the Exchange Ratios, the board of directors of Mediaset followed generally accepted valuation methodologies, with particular regard to those most commonly used at national and international levels in similar transactions, giving priority to the principle of consistency and

comparability of the valuation criteria, applied compatibly with the distinctive elements of each of Mediaset and Mediaset España.

In particular, best practice requires that companies operating in a similar business and involved in a merger are valued on the basis of consistent criteria, in order for the results of the relative valuation analysis to be fully comparable.

The following valuation methodologies were used to calculate the Exchange Ratios: (i) historical stock prices; (ii) research analyst target prices; (iii) discounted free cash flow. Such methodologies, however, should not be analysed individually, but should rather be considered an integral part of a single and comprehensive valuation process.

The historical stock prices and research analyst target prices methodologies are based on the market capitalization and research stock price targets of Mediaset and Mediaset España, thus reflecting the equity value that the market attributes to each company.

The discounted free cash flow method leads to an enterprise value; hence to compute the value of shareholders’ equity in order to determine the Exchange Ratios, customary adjustments (including, but not limited to, net financial debt, adjusted for the Euro 0.31557917 dividend per share paid by Mediaset España on 30 April 2019 and for the buyback executed by Mediaset España post 31 December 2018 and until 5 June 2019, minority interests, pensions liabilities and investments in associates) have been made to the enterprise value.

In the light of all the above and for the purpose of the analysis, the board of directors of Mediaset is not presenting absolute values attributed to Mediaset and Mediaset España but only the Exchange Ratios resulting from the estimate of relative values.

On the basis of the assumption that Mediaset shareholders will receive one (1) DutchCo Ordinary Share for each Mediaset share owned, the board of directors of Mediaset analysed, in the context of the Merger, the relative valuation of Mediaset and Mediaset España, aimed at determining the Exchange Ratio II between Mediaset España shares and DutchCo shares or, equivalently (given the Exchange Ratio I), between Mediaset España shares and Mediaset shares.

C.3

Have the Merging Companies received expert reports on the Exchange Ratios ?

Yes.

The Exchange Ratios, approved by the boards of directors of the Merging Companies, have been examined for the purpose of the issuance of the reports on their fairness by the appointed experts.

In particular, at the request of Mediaset, PricewaterhouseCoopers S.p.A. has prepared a report in relation to the fairness of the Exchange Ratios, in accordance with Italian applicable laws.

At the request of DutchCo, Deloitte Accountants B.V. has prepared a report in relation to the fairness of the Exchange Ratios, in accordance with Dutch applicable laws.

At the request of Mediaset España, Grant Thornton, S.L.P., as independent expert appointed by the Commercial Register of Madrid, has delivered a report in relation to the fairness of the Exchange Ratios, in accordance with applicable Spanish laws and regulations.

In addition to the foregoing,

(i)                      Citigroup Global Markets Ltd, in its capacity as financial advisor of Mediaset, has delivered to the board of directors of Mediaset and to the board of directors of DutchCo a fairness opinion, dated 7 June 2019, on the basis of and subject to the factors, assumptions, limitations and procedures specified therein, on the fairness from a financial point of view, to the holders of shares in the capital of Mediaset, of the Exchange Ratio II (which — as indicated above — is predicated on Exchange Ratio I) in relation to the proposed Merger, and

(ii)                   J.P. Morgan Securities plc, in its capacity as financial advisor of Mediaset España, has provided to the board of directors of Mediaset España a fairness opinion, dated 7 June 2019, based on the factors, assumptions and procedures specified therein, on the fairness from a financial point of view, to the holders (other than Mediaset) of shares in the capital of Mediaset España, of the Exchange Ratio II in relation to the proposed Merger.

C.4

When will DutchCo Ordinary Shares be issued?

DutchCo Ordinary Shares will be issued upon effectiveness of the Merger and will be allotted in favor of Mediaset and Mediaset España shareholders based upon the Exchange Ratio I and the Exchange Ratio II, respectively.

C.5

Will brokerage commissions be due in connection with the exchange of Mediaset shares?

Brokerage commissions as a result of the exchange of Mediaset shares for DutchCo Ordinary Shares will not be due in connection with the Merger other than any costs charged to the holders of shares of Mediaset by their respective custodians.

D.1

Are Mediaset shareholders and/or Mediaset España shareholders entitled to exercise dissenters’, appraisal, withdrawal or similar rights?

Withdrawal right of Mediaset shareholders

Mediaset shareholders who do not participate in the adoption of the resolution on the Merger will be entitled to exercise their withdrawal rights in accordance with Italian law given that, following the Merger, MFE, as resulting company from the Merger, will be organized and managed under the laws of a country other than Italy (the Netherlands).

The redemption price payable to Mediaset withdrawing shareholders will be equal to Euro 2.770 per each Mediaset share in relation to which the withdrawal right is exercised.

The shares with respect to which withdrawal rights have been exercised will be offered by Mediaset to its existing shareholders and subsequently, if any such shares remain unsold, they may be offered to third parties; potential outstanding and unsold shares will be acquired by MFE at the redemption price. The above offer and sale procedure, as well as any payment of the redemption price to withdrawing shareholders, will be conditional upon completion of the Merger.

Withdrawal right of Mediaset España shareholders

Mediaset España shareholders who vote against the Merger in the Mediaset España General Meeting will be entitled to exercise their withdrawal rights in accordance with Spanish applicable law. A Mediaset España shareholder that properly exercises the right of withdrawal will be entitled to receive an amount of cash which is equal to Euro 6.5444 per Mediaset España share calculated as indicated under D.4 below.

Given the exceptional character of the withdrawal rights, the Mediaset España shares of the withdrawing Mediaset España shareholders will be immobilized by the depositaries with which the relevant withdrawn shares are deposited, from the date of exercise of the withdrawal right until the payment of the redemption price and settlement of the Transaction (or until it has been verified that the conditions precedent to the Merger have not been satisfied or waived).

Both Mediaset and Mediaset España shareholders who have exercised their withdrawal rights may not sell or otherwise dispose of any of the shares for which the withdrawal rights have been exercised.

D.2

What are the requirements for Mediaset shareholders to be complied with in order to withdraw?

To be eligible to exercise the right of withdrawal, holders of Mediaset shares (i) do not have to participate in the adoption of the resolution on the Merger, and (ii) on the date of the communication of exercise of the withdrawal right, shall hold the shares in relation to which they intend to exercise their withdrawal right.

Please note that, upon transmission of the communication of exercise of the withdrawal right, the relevant shares will be blocked and, pursuant to a mandatory provision of law, cannot be sold.

D.3

What actions must Mediaset shareholders take to exercise their withdrawal right?

Eligible shareholders can exercise their withdrawal right, in relation to some or all of their shares, by sending a notice via registered mail — or other means which allow for the tracking of the dispatch (included certified emails) — to the official seat of Mediaset no later than 15 days following registration with the Companies’ Register of Milan of the minutes of the Mediaset Extraordinary Meeting approving the Merger. Notice of the registration will be published in a daily newspaper and on the Mediaset corporate website (www.mediaset.it).

The notice must provide: (i) personal details of the withdrawing shareholder, including tax code; (ii) contact details for the withdrawing shareholder — including telephone number and, where possible, e-mail address — for communications relative to the procedure; (iii) the number of shares in relation to which the withdrawal right is being exercised.

The notice must also provide details of the intermediary with which the shares are deposited, together with a statement from the withdrawing shareholder declaring that the shares are free and

clean of pledges and other encumbrances.

The withdrawing shareholder must also instruct the intermediary to send the appropriate communication to Mediaset attesting that the withdrawing shareholder was the holder of the shares prior to the shareholders’ meeting at which the resolution triggering the withdrawal right was passed.

All information for Mediaset shareholders regarding the withdrawal process will be made available by means of the publication of a notice.

D.4

How were the withdrawal prices due to Mediaset and Mediaset España withdrawing shareholders determined?

With respect to the Mediaset shares, as established by Article 2437- ter of the Italian civil code, the redemption price (equal to Euro 2.770 per Mediaset share) has been determined by referring to the arithmetic average of the daily closing prices of Mediaset shares during the six-month period prior to the date of publication of the notice for convening the Mediaset Extraordinary Meeting (the notice was published on 8 June 2019).

With respect to the Mediaset España shares, the redemption price payable to the Mediaset España withdrawing shareholders is 6.5444 per Mediaset España share, which corresponds to the average weighted quoted price of Mediaset España shares during the three-month period prior to (and excluding) the date of the approval of the common merger plan and the announcement of the Transaction, deducting the dividend in the gross amount of Euro 0.31557917 per Mediaset España share paid on 30 April 2019 from the average weighted price for the trading sessions comprised between 7 March and 25 April 2019 (both inclusive), where the Mediaset España shares were traded cum dividend .

D.5

When will the withdrawal price for the Merger be paid?

Subject to the Merger becoming effective, the withdrawal price will be paid to the Mediaset withdrawing shareholders after the effective date of the Merger in accordance with the Italian applicable laws and regulations.

With respect to the Mediaset España withdrawing shareholders , the withdrawal price of the shares with respect to which withdrawal rights have been exercised will be paid before the effective date of the Merger.

D.6

Will Mediaset shareholders be entitled to sell their shares following the exercise of their withdrawal right?

No, because following the exercise of the right of withdrawal the shares will be blocked and, pursuant to a mandatory provision of law, cannot be sold prior to completion of the withdrawal procedure.

D.7

Should the Merger not become effective, what will happen to Mediaset shares in relation to which the withdrawal right has been exercised? Will Mediaset shareholders lose their shares in any event?

Should the Merger not become effective, the shares in relation to which the right of withdrawal has been exercised will continue to be the property of the shareholders who exercised such right; no payment will be made to such shareholders and Mediaset shares will continue to be listed on the Mercato Telematico Azionario.

D.8

Will holders of Mediaset shares be entitled to exercise their withdrawal right if they become shareholders of Mediaset after the Record Date?

Pursuant to Italian applicable law, as far as the exercise of the withdrawal right is concerned, a shareholder whose shares are registered after the Record Date and prior to the beginning of the relevant shareholders’ meeting is considered as not participating in the adoption of the relevant resolution.

Therefore, a person becoming a Mediaset shareholder after the Record Date — but prior to the beginning of the Mediaset Extraordinary Meeting (convened on 4 September 2019 at 10:00am) — will be entitled to exercise its withdrawal right in relation to the Merger.

D.9

Will Mediaset shareholders who have exercised their withdrawal right be entitled to receive Special Voting Shares (as defined below)?

Should the Merger be completed, Mediaset shareholders who will have exercised their withdrawal rights will neither receive DutchCo Ordinary Shares nor, consequently, Special Voting Shares (as defined below).

E.1

What is the purpose of the Special-Voting Structure?

The purpose of the special-voting structure (the Special-Voting Structure ) is to foster the development and continued involvement of a core base of long-term shareholders in a manner that reinforces the Group’s stability. The purpose of the Special-Voting Structure is, therefore, to reward long-term ownership of DutchCo Ordinary Shares and to promote stability of the DutchCo shareholders-base by granting long-term DutchCo shareholders with Special Voting Shares (as defined below) to which multiple voting rights are attached in addition to the one granted by each DutchCo Ordinary Share.

The Special-Voting Structure is designed to function in a similar way to those adopted by several listed companies which have been re-domiciliated in the Netherlands ( e.g. , CNH Industrial, Fiat Chrysler Automobiles, Ferrari, EXOR) and other companies listed in the Netherlands and is, also, in line with a widely adopted international practice.

Mediaset has greatly benefited from the support of its long-term shareholders and the Special-Voting Structure will enable such support to continue in the future without hindering the ability to pursue external growth opportunities.

E.2

What are the main differences between the Special-Voting Structure and the increased voting right mechanism ( voto maggiorato ), as approved by the general meeting of shareholders of Mediaset on 18 April 2019?

·                   Pursuant to the increased voting right mechanism ( voto maggiorato ), as approved by the general meeting of shareholders of Mediaset on 18 April 2019, each Mediaset share may carry entitlement to 2 voting rights. Pursuant to the Special-Voting Structure, instead, each DutchCo Ordinary Share would continue to carry entitlement to 1 voting right and eligible shareholders would receive additional shares (the Special Voting Shares, as defined below) which will carry entitlement to additional voting rights.

·                   Pursuant to Italian law, the increased voting right mechanism ( voto maggiorato ) entails the assignment of a maximum of 2 voting rights per share, conditional upon uninterrupted ownership of shares for at least 24 months. Pursuant to the Special-Voting Structure, instead, eligible shareholders would be first (namely, 30 days after the effective date of the Merger for those shareholders who will have so requested prior to the Record Date of the Mediaset Extraordinary Meeting, or after 3 years of uninterrupted ownership of DutchCo Ordinary Shares; please see Question E.3 below) entitled to an aggregate of 3 voting rights per each DutchCo Ordinary Share held; subsequently, after 2 years, they would be entitled to an aggregate of 5 voting rights per each DutchCo Ordinary Share held; after further 3 years, they would be entitled to an aggregate of 10 voting rights per each DutchCo Ordinary Share held.

·                   Pursuant to Italian law, loyalty shares do not represent a special category of shares; on the contrary, pursuant to Dutch law, Special Voting Shares (as defined below) represent a special category of shares.

·                   Only Mediaset shareholders could benefit from the increased voting right mechanism ( voto maggiorato ), conditional upon uninterrupted ownership of shares for at least 24 months. Both Mediaset and Mediaset España shareholders could, instead, adhere to the Special-Voting Structure which will be adopted by MFE.

E.3

What is the structure of the Special-Voting Structure?

(a)               Entitlement to 3 voting rights. Allotment of Special Voting Shares A

(i)                  Initial Allotment : the thirtieth calendar day after the effective date of the Merger, those Mediaset and Mediaset España shareholders who have so requested prior to, respectively, the Mediaset Extraordinary Meeting and the Mediaset España General Meeting, will be entitled to 3 voting rights for each DutchCo Ordinary Share held. For this purpose, MFE will issue special voting shares attaching 2 voting rights each, having a nominal value of Euro 0.02 ( Special Voting Shares A ). On the thirtieth calendar day after the effective date of the Merger (the Initial Allocation Date A ),

such Special Voting Shares A will be allotted to those eligible Mediaset and Mediaset España shareholders;

(ii)               Subsequent Allotment : as an alternative to the Initial Allotment procedure, described under (i), after three years of uninterrupted ownership as well as uninterrupted registration of DutchCo Ordinary Shares in a special loyalty register, shareholders of MFE will be entitled to 3 voting rights for each DutchCo Ordinary Share held. For this purpose, MFE will issue Special Voting Shares A. On the day falling three years after the registration of the DutchCo Ordinary Shares in a special loyalty register (the Subsequent Allocation Date A ), such Special Voting Shares A will be allotted to those eligible MFE shareholders.

(b)               Entitlement to 5 voting rights. Allotment of Special Voting Shares B.

After two years of uninterrupted ownership of Special Voting Shares A — as well as of uninterrupted registration in a special loyalty register of the DutchCo Ordinary Shares for which such Special Voting Shares A have been allotted — shareholders of MFE will be entitled to 5 voting rights for each DutchCo Ordinary Share held. For this purpose, each Special Voting Share A held will be converted into one special voting share B attaching 4 voting rights, having a nominal value of Euro 0.04 ( Special Voting Shares B ). On the day falling two years after the date of allotment of Special Voting Shares A — whether it be the Initial Allocation Date A or the Subsequent Allocation Date A, as the case may be — such Special Voting Shares B will be acquired by those eligible MFE shareholders by way of conversion of Special Voting Shares A already held.

(c)                Entitlement to 10 voting rights. Allotment of Special Voting Shares C.

After three years of uninterrupted ownership of Special Voting Shares B — as well as uninterrupted registration in a special loyalty register of the DutchCo Ordinary Shares for which such Special Voting Shares B have been allotted — shareholders of MFE will be entitled to 10 voting rights for each DutchCo Ordinary Share held. For this purpose, each Special Voting Share B held will be converted into one special voting share C attaching 9 voting rights, having a nominal value of Euro 0.09 ( Special Voting Shares C ). On the day falling three years after the date of allotment of Special Voting Shares B, such Special Voting Shares C will be acquired by those eligible MFE shareholders by way of conversion of the Special Voting Shares B already held.

Special Voting Shares A, Special Voting Shares B and Special Voting Shares C are hereafter referred to as Special Voting Shares ; Special Voting Shares will not be tradeable and will have only minimal economic entitlements.

E.4

Do Mediaset shareholders have the right to elect to participate to the Special-Voting Structure?

Mediaset shareholders may elect to participate to the Special-Voting Structure in order to receive Special Voting Shares A on the Initial Allocation Date A.

Pursuant to the proposed version of the articles of association of MFE (which will be adopted by MFE upon effectiveness of the Merger), the “ Terms and Conditions for the initial allocation of Special Voting Shares A ” and the “ Terms and Conditions for Special Voting Shares ” (available on the corporate website of Mediaset), each allotment of Special Voting Shares will be conditional upon requesting shareholders being compliant with the relevant procedure and meeting the Qualified Shareholding Obligation and the Contract Obligation (please refer to Question H.9).

E.5

How can Mediaset shareholders elect to participate to the Special-Voting Structure on the Initial Allocation Date A?

Mediaset shareholders who wish to receive Special Voting Shares A on the Initial Allocation Date A will have to:

(i)                            transmit an election form (the Initial Election Form ), available on the corporate website of Mediaset (www.mediaset.it), duly filled in and signed, to their respective depository intermediary, where the relevant shares are registered, in order for the latter to procure that the Initial Election Form is received by Mediaset during the period starting from 15 July 2019 to no later than 26 August 2019 ( i.e. , the Record Date); and

(ii)                         continuously own their Mediaset shares (as well as the DutchCo Ordinary Shares

registration from the Loyalty Register, such shares will cease to be Initial Electing Ordinary Shares and will be freely tradable and the holder thereof shall lose the right to receive a corresponding number of Special Voting Shares A.

Mediaset shareholders, who exercise their withdrawal right in connection with the resolution to be adopted by the Mediaset Extraordinary Meeting, shall not be entitled to receive Special Voting Shares A in relation to Mediaset withdrawn shares and, as a consequence, to hold Mediaset shares bearing the Special Code.

E.7

Should Mediaset shareholders, who have elected to receive Special Voting Shares at the Initial Allocation Date A, submit a request for the issuance of the Special Code?

No.

Mediaset will request the competent authority to assign a Special Code to all such Mediaset shares in relation to which Special Voting Shares A will have been requested by shareholders.

E.8

Will Mediaset shareholders have to pay any sum in connection with the issuance of the Special Code?

No.

Mediaset will not charge shareholders for the issuance and allocation of the Special Code.

E.9

What percentage of voting rights will Mediaset shareholders have if they elect to receive Special Voting Shares at the Initial Allocation Date A?

This cannot be predicted as of today in light of the fact that the percentage of voting rights Mediaset shareholders will be entitled to will depend on the overall number of Mediaset and Mediaset España shareholders electing to receive Special Voting Shares and their current number of Mediaset and Mediaset España shares.

E.10

In case a Mediaset shareholder has elected (or will elect) to participate to the increased voting right mechanism ( voto maggiorato ) adopted by Mediaset so that the 24-month holding period required has started (or will start) running before the effective date of Merger, may this holding period be added to the one required to be entitled to receive Special Voting Shares on the Initial Allocation Date A?

No.

Entitlement to participate to the increased voting right mechanism ( voto maggiorato ), as it has been foreseen for Mediaset shareholders, is conditional upon the Italian legal and regulatory framework being applicable.

Therefore, completion of the Merger will imply any holding period required to participate to the increased voting right mechanism ( voto maggiorato ) being interrupted. Should the Merger be executed, such Mediaset shareholder (who will have become a MFE shareholder) will lose its entitlement to receive increased voting rights ( voto maggiorato ). Should the Merger not be completed, instead, the 24-month holding period will continue running.

The above is without prejudice to the right of Mediaset shareholders to elect to participate to the Special-Voting Structure in order to receive Special Voting Shares A on the Initial Allocation Date A.

E.11

Will Mediaset shareholders be entitled to participate in the Special-Voting Structure after completion of the Merger ( i.e. , in their quality as MFE shareholders)? If so, when and how will they receive the Special Voting Shares?

Yes.

Upon effectiveness of the Merger, shareholders of MFE may at any time elect to participate to the Special-Voting Structure and, consequently, elect to receive Special Voting Shares.

To this purpose, shareholders of MFE will have to request MFE to have their DutchCo Ordinary Shares registered (in whole or in part) in the Loyalty Register. Such request will need to be made through the respective depositary intermediary, by submitting a duly completed election form, which will be made available on the website of MFE (the Election Form ).

The ownership of DutchCo Ordinary Shares as of the date of transmission of the Election Form to the depository intermediary will be attested by the depositary intermediary itself.

As from the date on which DutchCo Ordinary Shares will have been registered in the Loyalty Register in the name of one and the same shareholder or his Loyalty Transferee (as defined in the “ Terms and Conditions for Special Voting Shares ”), such DutchCo Ordinary Shares will become electing ordinary shares ( Electing Ordinary Shares ). After 3 years of uninterrupted ownership — as well as of uninterrupted registration in the Loyalty Register — of Electing Ordinary Shares, such shares will become Qualifying Ordinary Shares and the relevant holder will receive one Special Voting Share A per each Qualifying Ordinary Share A held.

E.12

Should a shareholder of MFE elect to receive Special Voting Shares A after completion of the Merger, may he/she/it then sell the respective Electing Ordinary Shares?

Yes.

However, in order to transfer Electing Ordinary Shares, de-registration from the Loyalty Register will have to be requested by transmitting a duly completed de-registration form, which will be made available on the website of MFE; after de-registration, the relevant DutchCo Ordinary Shares will cease to be Electing Ordinary Shares and shall be freely transferable, and the holder thereof (as well as the respective transferee) shall lose its entitlement to receive Special Voting Shares.

Exempted from the above is the transfer of Electing Ordinary Shares to a Loyalty Transferee (as defined in the “ Terms and Conditions for Special Voting Shares ”): should this be the case, (i) de-registration of DutchCo Ordinary Shares from the Loyalty Register will not be required; (ii) registration of such shares in the name of the same shareholder will not be deemed as interrupted; and (iii) entitlement to receive Special Voting Shares will be vested with the Loyalty Transferee.

E.13

What does the de-registration of Electing Ordinary Shares from the Loyalty Register imply?

By means of the de-registration of Electing Ordinary Shares from the Loyalty Register, shareholders will lose their entitlement to receive Special Voting Shares.

In particular, should de-registration of Electing Ordinary Shares be requested and pursued, the elapse of the 3-year period necessary for such shares to be qualified as Qualifying Ordinary Shares and, therefore, for the relevant shareholders to be entitled to receive a corresponding number of Special Voting Shares A, will be interrupted. Should a shareholder wish to receive Special Voting Shares A thereafter, a new registration of his/her/its DutchCo Ordinary Shares in the Loyalty Register will have to be requested and the 3-year period shall start running again.

E.14

May a shareholder of MFE, who has received Special Voting Shares A, sell the respective Qualifying Ordinary Shares?

Yes.

However, in order to transfer Qualifying Ordinary Shares, de-registration from the Loyalty Register will have to be requested by transmitting a duly completed de-registration form, which will be made available on the website of MFE; after such de-registration, the relevant DutchCo Ordinary Shares will cease to be Qualifying Ordinary Shares and shall be freely transferable.

E.15

What does the de-registration of Qualifying Ordinary Shares from the Loyalty Register imply?

Should de-registration of Qualifying Ordinary Shares be requested and pursued, Special Voting Shares associated thereto will be returned to MFE for no consideration.

E.16

When will Special Voting Shares be assigned to eligible shareholders?

With respect to Special Voting Shares A, they will be issued and assigned to eligible shareholders either (i) on the Initial Allocation Date A, or (ii) following completion of the Merger, as of the date on which Electing Ordinary Shares will have been registered in the Loyalty Register in the name of one and the same shareholder (or its Loyalty Transferee, as defined in the “ Terms and Conditions for Special Voting Shares ”) for an uninterrupted period of three years.

With respect to Special Voting Shares B, they will be issued and assigned to eligible shareholders after two years of uninterrupted ownership of Special Voting Shares A . For this purpose, each Special Voting Share A attached to the respective Qualifying Ordinary Shares will be converted into one Special Voting Share B.

With respect to Special Voting Shares C, they will be issued and assigned to eligible shareholders after three years of uninterrupted ownership of Special Voting Shares B . For this purpose, each Special Voting Share B attached to the respective Qualifying Ordinary Shares will be converted into one Special Voting Share C.

E.17

Will Special Voting Shares be listed on the Mercato Telematico Azionario and/or on the Spanish Stock Exchanges?

No, Special Voting Shares will not be listed.

E.18

How can the economic value of Special Voting Shares be assessed?

Special Voting Shares will have no economic value and will have minimal economic entitlements. Such economic entitlements are designed to comply with Dutch law but are immaterial for shareholders.

The purpose of the Special Voting Shares is solely to provide DutchCo Ordinary Shares with additional voting rights in order to foster the long-term ownership of DutchCo Ordinary Shares and to promote the stability of its shareholders’ base.

E.19

May Mediaset shareholders sell their Special Voting Shares?

Special Voting Shares shall not be sold, disposed of or transferred. Further, no shareholder shall, directly or indirectly, grant any right over or any interest in the Special Voting Shares (other than in the case of a transfer to a Loyalty Transferee, as defined in the “ Terms and Conditions for Special Voting Shares ”).

The above limitation is subject to the obligation to transfer the Special Voting Shares (i) back to MFE, for no consideration, in case of de-registration and transfer of the corresponding Qualifying Ordinary Shares; (ii) back to MFE, for no consideration, in the event of the transfer of Qualifying Ordinary Shares, except if such transfer is a transfer to a Loyalty Transferee; (iii) back to MFE, for no consideration, upon the occurrence of a Change of Control ( as defined in the “ Terms and Conditions for Special Voting Shares ”) in respect of the relevant shareholder; (iv) back to MFE, for no consideration, upon violation of the Qualified Shareholding Obligation by the relevant shareholder; and (v) back to MFE, for no consideration, upon violation of the Contract Obligation by the relevant shareholder.

Further, no shareholder shall create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any Special Voting Share or any interest in any Special Voting Share.

E.20

How will the vote attached to the Special Voting Shares be exercised?

The process for exercising the vote for the Special Voting Shares is the same as the one for the DutchCo Ordinary Shares.

Special Voting Shares A carry 2 voting rights. Special Voting Shares B carry 4 voting rights. Special Voting Shares C carry 9 voting rights.

The board of directors of MFE shall set a record date on the twenty-eighth day prior to each shareholders’ meeting so as to establish which shareholders are entitled to attend and vote at the meeting. Only holders of shares at such record date are entitled to attend and vote at the meeting.

The notice convening the shareholders’ meeting shall set out the record date and the manner in which persons entitled to attend the meeting may register and exercise their rights.

E.21

Do MFE shareholders have to communicate to MFE any sale of their Initial Electing Ordinary Shares and/or Electing Ordinary Shares and/or Qualifying Ordinary Shares?

DutchCo Ordinary Shares held in the Loyalty Register are available for transfer only after their de-registration, effected by means of a specific de-registration form, which will be made available on the website of MFE, to be submitted, upon request of the shareholder, as set out in the “ Terms

and Conditions for Special Voting Shares ”.

E.22

Can shareholders request the attribution of Special Voting Shares in relation to only a part of their Mediaset shares (or DutchCo Ordinary Shares, as the case may be)?

Yes.

The number of Mediaset shares or DutchCo Ordinary Shares, as the case may be, for which a corresponding number of Special Voting Shares is requested must be indicated in the Initial Election Form or in the Election Form, as the case may be.

F.1

Should the Merger be completed, will DutchCo Ordinary Shares be listed for trading?

Yes.

It is envisaged that DutchCo Ordinary Shares will be listed on the Mercato Telematico Azionario and the Spanish Stock Exchanges.  In particular, admission to listing of DutchCo Ordinary Shares on the Mercato Telematico Azionario constitutes a condition precedent to the completion of the Merger.

Listing and trading of the DutchCo Ordinary Shares on the Mercato Telematico Azionario and the Spanish Stock Exchanges (through the SIBE) is envisaged to occur on or about the effective date of the Merger .

In order for DutchCo Ordinary Shares to be admitted to listing and trading on the Mercato Telematico Azionario, DutchCo shall submit to Borsa Italiana S.p.A. the relevant applications for admission to listing and for admission to trading .

In order for DutchCo Ordinary Shares to be admitted to listing on the Spanish Stock Exchanges for trading on the SIBE, DutchCo shall submit the relevant applications for admission to listing and trading to the managing companies of the Spanish Stock Exchanges and to the Spanish national securities market commission ( Comisión Nacional del Mercado de Valores — the CNMV ), respectively.

DutchCo will also have to obtain the necessary authorizations by the AFM and/or by the other competent authorities.

Please note that Special Voting Shares will not be listed for trading.

F.2

What are the benefits arising out from the double listing on the Mercato Telematico Azionario and on the Spanish Stock Exchanges?

The creation of a single — and more liquid — class of shares listed on the Mercato Telematico Azionario and on the Spanish Stock Exchanges should entail the following benefits:

·                   access to a larger pool of potential investors (both retail and institutional); in order to increase the investor base;

·                   increased liquidity derived from availability of a broad base of investors and from listing on more than one market;

·                   greater capacity of attracting new capital and diversification of sources (given the possibility to address both the Italian and the Spanish market);

·                   a supranational and neutral profile may foster the execution of integration transactions (such as mergers and acquisitions);

·                   pivotal role in the media context vis-à-vis financial analysts and professional investors; and

·                   greater institutional standing.

F.3

Can Mediaset shareholders elect to have their DutchCo Ordinary Shares traded on the Mercato Telematico Azionario or on the Spanish Stock Exchanges?

All DutchCo Ordinary Shares (other than those registered in the Loyalty Register) will be tradable on both the Mercato Telematico Azionario and on the Spanish Stock Exchanges.

Provided that all DutchCo Ordinary Shares will be assigned through the Italian clearing system managed by Monte Titoli, such shares allocated to former Mediaset shareholders will be held through a depositary participant to the system managed by Monte Titoli for trading on the Mercato Telematico Azionario and DutchCo Ordinary Shares distributed to former Mediaset España shareholders will be held through a depositary participant to the Spanish clearing system managed by Iberclear for trading on the Spanish Stock Exchanges.

However, all DutchCo Ordinary Shares can be tradable on Mercato Telematico Azionario or on

the Spanish Stock Exchanges at the holder’s request.

F.4

When will be the last day of trading of Mediaset and Mediaset España shares and the first day of trading of DutchCo Ordinary Shares? If such date is not known as of today, how and when will we be informed?

In the light of the complexity of the Transaction and the various conditions precedent provided, it is not currently possible to determine the exact last day of trading of Mediaset and Mediaset España shares and the first day of trading of DutchCo Ordinary Shares.

The Merger as well as the Transaction as a whole is currently expected to be completed by the fourth quarter 2019.

In this respect, Mediaset will timely provide shareholders and the market with relevant information by means of a press release published before the last trading day of Mediaset and Mediaset Espana shares.

F.5

What will be the costs (if any) that Mediaset shareholders shall bear in connection with the assignment of DutchCo Ordinary Shares?

DutchCo will not charge Mediaset shareholders in connection with the automatic assignment of DutchCo Ordinary Shares upon effectiveness of the Merger other than any costs charged to the holders of shares of Mediaset by their respective custodians. As to any cost to be borne in connection with the subsequent trading of the DutchCo Ordinary Shares, we would suggest to verify this issue with your own authorized intermediaries.

F.6

When will Mediaset shareholders receive the DutchCo Ordinary Shares in exchange for their Mediaset shares?

Assuming the Merger is completed, book-entry positions previously representing Mediaset shares with depositary intermediaries participating in the centralized depositary and clearing system managed by Monte Titoli shall be exchanged for book-entry positions representing DutchCo Ordinary Shares issued to the Mediaset shareholders on the basis of the Exchange Ratio I and without interest, upon effectiveness of the Merger.

F.7

In connection with the listing of DutchCo Ordinary Shares, which will be the Home Member State? There will be any Host Member States?

The Netherlands will be DutchCo’s Home Member State for the purposes of the EU Transparency Directive (Directive 2004/109/EC, as amended). DutchCo, upon admission of the DutchCo Ordinary Shares to listing and trading on the Mercato Telematico Azionario and on the Spanish Stock Exchanges, will file a notification with the AFM and issue a press release to this effect in line with Directive 2013/50/EU (Transparency Directive II, which has modified Directive 2004/109/EC).

As a result, upon admission of the DutchCo Ordinary Shares to listing and trading on the Mercato Telematico Azionario and on the Spanish Stock Exchanges, DutchCo will be subject to financial and other reporting obligations under the “The Financial Supervision Act” ( Wet op het financieel toezicht ) (AFS) and the “Dutch Financial Reporting Supervision Act” ( Wet toezicht financiële verslaggeving ) (DFRSA), which both implement the EU Transparency Directive in the Netherlands.

Italy and Spain will be DutchCo’s Host Member States for the purposes of the EU Transparency Directive.

G.1

What are the material tax consequences of the Merger for Mediaset shareholders?

Since DutchCo is resident in Italy for tax purposes, the tax regime of dividends deriving from the participation in DutchCo subsequent to the Merger is the same applicable to Mediaset shareholders prior to the Merger. Dividends received by DutchCo’s shareholders should in principle not be subject to Dutch dividend withholding tax ( Dutch DWT ), provided that the shareholders are not Dutch nor deemed Dutch tax residents (for these purposes, a non-Dutch tax resident shareholder which has a Dutch permanent establishment to which the shares can be allocated qualifies as a Dutch tax resident shareholder).

The Merger is a tax neutral transaction and, therefore, it does not trigger any capital gain in the hands of the Mediaset shareholders.

G.2

What are the tax consequences of Italian Mediaset shareholders’ election to participate in the Special-Voting Structure in connection with the Merger?

No material tax consequence would arise from the Mediaset shareholders’ election to participate in the Special-Voting Structure in connection with the Merger.

G.3

What tax regime will apply to Italian resident individuals holding DutchCo Ordinary Shares following the Transaction?

Tax regime for dividends

Dividends received by individual shareholders who are resident in Italy for income tax purposes in connection with a Non-Qualified Shareholding, not held in connection with a business activity, are subject to a final substitute tax at the rate of 26% and do not have to be reported in the shareholders’ annual income tax return.

The 26% substitute tax may be withheld by any authorized resident or non-resident depository of the DutchCo Ordinary Shares that is a member of the centralized deposit system managed by Monte Titoli, as well as by members of foreign centralized deposit systems which participate in the Monte Titoli system. For these purposes, non-resident intermediaries must appoint a fiscal representative in Italy, such as banks, Italian resident broker-dealers, permanent establishments in Italy of non-resident banks and broker-dealers, or an investment management company authorized pursuant to the TUF.

Dividends paid to such individual shareholders, who have entrusted the management of their financial assets, including the DutchCo Ordinary Shares, to an authorized intermediary and have expressly elected for the discretionary investment portfolio regime ( “Risparmio Gestito” regime,

DutchCo Ordinary Shares otherwise than in connection with business activity may elect to pay 26% substitute tax, separately on capital gains realized on each transfer of the DutchCo Ordinary Shares. Such separate taxation of capital gains is allowed provided (i) the DutchCo Ordinary Shares being deposited with Italian banks, SIMs or certain authorized financial intermediaries; and (ii) an express election by the relevant shareholder for the Risparmio Amministrato regime being made in writing in due time. Under the R isparmio Amministrato regime, the financial intermediary is responsible for accounting for the due substitute tax in respect of capital gains realized on each transfer of the DutchCo Ordinary Shares (as well as in respect of capital gains realized at revocation of its mandate), net of any relevant incurred capital loss of the same nature. Pursuant to Decree No. 66/2014, starting from 1 July 2014, capital losses are to be considered in the reduced amount of 76.92%, for capital losses suffered from 1 January 2012 to 30 June 2014. Then the intermediary is required to pay the due amount of tax to the Italian tax authorities on behalf of the taxpayer, by deducting a corresponding amount from proceeds to be credited to the shareholder or using funds provided by the shareholder for this purpose. Under the risparmio amministrato regime, where a transfer of the DutchCo Ordinary Shares results in capital loss, such loss may be deducted from capital gains of the same nature subsequently realized within the same relationship of deposit in the same tax year or in the following tax years up to the fourth. Under the Risparmio Amministrato regime, the shareholder is not required to declare capital gains in its annual tax return.

(c)                                   Discretionary investment portfolio (“Risparmio Gestito”) regime (optional). Pursuant to Article 7 of Decree No. 461/1997, any capital gains accrued on DutchCo Ordinary Shares held otherwise than in connection with business activity by Italian resident individuals who have entrusted the management of their financial assets, including the DutchCo Ordinary Shares, to an authorized intermediary and have elected for the Risparmio Gestito regime will be included in the computation of the annual increase in value of the accrued managed assets result, even if not actually received, at year end, which is subject to a 26% substitute tax to be applied on behalf of the taxpayer by the managing authorized intermediary. Please note that the increase in value of the accrued managed assets result shall be determined net of the amount of income on which a withholding tax has been levied yet, exempted income, income not subject to taxation, or, in any case, other income that concur to the comprehensive taxpayer’s taxable base and income received by Italian Real Estate OICRs. Under the Risparmio Gestito regime, any depreciation of the managed assets accrued at year end (pursuant to Decree No. 66/2014, starting from 1 July 2014, in the reduced amount of 76.92%, for depreciation of managed assets accrued between 1 January 2012 and 30 June 2014) may be carried forward against increase in value of the managed assets accrued in any of the four following tax years. Under the Risparmio Gestito regime, the shareholder is not required to report capital gains realized in its annual tax return.

Moreover, subject to certain limitations and requirements (including a minimum holding period), Italian resident individuals not holding the shares in connection with a business activity, may be exempt from any taxation on capital gains realized on the Transfer of a Non-Qualified Shareholding if the DutchCo Ordinary Shares are included in a long-term savings account ( Piano di Risparmio a Lungo Termine ) that meets the requirements set forth in Article 1(100-114) of the Finance Act 2017.

(ii)                                 Individuals shareholders holding the DutchCo Ordinary Shares in connection with a business activity

Capital gains realized by partnerships and similar entities or Italian residents on the sale or disposal of the DutchCo Ordinary Shares held in connection with a business activity, are included in the recipients’ overall taxable income in an amount equal to 58.14% of such capital gains.

G.4

What tax regime will apply to Italian resident corporations and not commercial entities holding DutchCo Ordinary Shares following the Transaction?

Tax regime for dividends

(i)                                     Partnerships (excluding non-commercial partnerships), companies and other commercial entities, which are resident in Italy for tax purposes

shareholder; and

d)              the participated entity carries out a commercial business activity according to the definition set forth in Article 55 of the Presidential Decree No. 917/1986; however, this requirement is not relevant for shareholdings in companies whose securities are traded on regulated markets (as for the DutchCo Ordinary Shares). This requirement must be met at the time when the capital gain is realized without interruption from at least the start of the third tax period before the gain is realized.

The transfer of the DutchCo Ordinary Shares belonging to the category of fixed financial assets and those belonging to the category of working capital are to be considered separately with reference to each category. If the aforementioned requirements are met, the capital losses made on holdings are not deductible from business income.

Under certain conditions, capital gains on the DutchCo Ordinary Shares realized by certain companies and commercial entities are also subject to IRAP, at ordinary rates.

(ii)                                 Non-commercial entities, which are resident in Italy for tax purposes

Capital gains realized on the sale or disposal of the DutchCo Ordinary Shares by Italian-resident public or private non-commercial entities and trusts are subject to the tax regime described in connection with capital gains realized by Italian resident individual shareholders otherwise than in connection with a business activity.

G.5

What tax regime will apply to Italian pension funds holding DutchCo Ordinary Shares following the Transaction?

Tax regime for dividends

Dividends received by Italian pension funds established pursuant to Article 17 of Legislative Decree No. 252/2005 are not subject to any withholding tax or substitute tax and are included in the annual net accrued results of such pension funds, which are subject to a substitute tax of 20%. Subject to certain limitations and requirements (including a minimum holding period), dividends received by certain pension funds, not in connection with a Qualified Shareholding, may be exempt from any taxation pursuant to Article 1(88-114) of the Finance Act 2017.

Tax regime for capital gains realized upon transfer of shares

Capital gains realized by Italian resident pension funds are subject to the same tax regime described under the paragraph relating to the taxation regime of dividends received by such funds, above.

G.6

What tax regime will apply to Italian investment funds, SICAVs and SICAFs (other than a real estate SICAFs) holding DutchCo Ordinary Shares following the Transaction?

Tax regime for dividends

Dividends received by Italian investment funds and by Italian investment companies with variable or fixed capital (SICAVs and SICAFs), provided that (i) they are established in Italy and (ii) the fund, SICAV, SICAF or their manager are subject to the supervision of a regulatory authority, are not subject to any withholding tax or substitute tax, but must be included in the management results of the investment funds, SICAVs or SICAFs.

Dividends received by Italian-resident real estate investment funds established pursuant to Article 37 of the TUF, and Article 14-bis of Law No. 86 of 25 January 1994, and by Italian real estate SICAF are not subject to any withholding or substitute tax.

In some circumstances, the income realized by an Italian non-institutional real estate investment funds may be attributed to their non-institutional investors (thus being included in their income taxable in Italy) holding an investment of more than 5% of the fund assets.

Tax regime for capital gains realized upon transfer of shares

Capital gains realized by Italian resident Investment Funds, SICAVs and SICAFs are subject to the same tax regime described under the paragraph relating to the taxation regime of dividends received by such entities, above.

Capital gains realized by real estate investment funds and real estate SICAFs are subject to the

same tax regime described under the paragraph relating to the taxation regime of dividends received by such entities, above.

G.7

What tax regime will apply to Non-Italian resident shareholders holding DutchCo Ordinary Shares following the Transaction?

Tax regime for dividends

Dividends received by non-resident shareholders who have a permanent establishment in Italy through which the shareholding is held, are not subject to any withholding or substitute tax in Italy and are included in the permanent establishment’s taxable income for an amount equal to 5% of the dividend amount, or for its entire amount if the recipient applies the international accounting standards (IAS/IFRS) and the dividends arise from securities accounted for in the financial statements as held for trading purposes only. For some kinds of non-Italian resident companies which hold the shares through a permanent establishment in Italy to which the shares are effectively connected and under certain conditions related to the classification of the dividends in the balance sheet, the dividends received will be also included in the taxable income subject to the IRAP.

Dividends received by shareholders who are not resident in Italy for tax purposes and do not have a permanent establishment in Italy through which the shareholding is held, are subject to a final substitute tax at a 26% rate.

The substitute tax is reduced to:

a)              1.20% on dividends paid to companies and entities (i) residing in an EU Member State, or a State that is part of the European Economic Area and is included in the list of States and territories allowing an adequate exchange of information with the Italian tax authorities; and (ii) subject to corporate income tax in their country of residence . The reduced tax rate is equal to 1.65% for dividends paid out of profits realized in the tax periods up to that in progress on 31 December 2007.For these purposes, the relevant depository must timely receive a request for the application of the reduced substitute tax, which should include a certificate from the tax authorities of the beneficial owner’s country of residence stating that the beneficial owner is a resident of that country for tax purposes and, as such, is subject to tax in that country;

b)              11% on dividends paid out to pension funds residing in an EU Member State, or in a State that is part of the European Economic Area and is included in the list of States and territories allowing an adequate exchange of information with the Italian tax authorities.

This substitute tax may be withheld by any authorized resident or non-resident depository of the DutchCo Ordinary Shares that is a member of the centralized deposit system managed by Monte Titoli, or of foreign centralized deposit systems that participate in the Monte Titoli system.

Under domestic Italian tax law, a non-Italian resident shareholder, other than investors in savings shares and the companies and entities that satisfy the conditions under a) and b), above, may recover up to 11/26 of the substitute tax levied in Italy on dividends by presenting evidence to the Italian tax authorities that an income tax has been fully paid on the dividends in the shareholder’s country of residence, in an amount at least equal to the total refund claimed.

Alternatively, in the case of non-Italian resident shareholders residing in a country that is party to a convention against double taxation with Italy, the substitute tax can be applied by the depository, or by its fiscal representative in Italy, if the depository is not a resident entity, at the lower rate provided by such convention. For this purpose, the relevant depository of the DutchCo Ordinary Shares has to be provided, before the dividend payment, with a self-declaration from the non-Italian resident beneficial owner made pursuant to the guidelines issued by the Italian tax authorities and a tax residence certificate issued by the tax authority of its country of residence.

According to Article 27-bis of Presidential Decree No. 600/1973, approved in accordance with EU Council Directive 90/435/EEC of 23 July 1990 (the “ Parent-Subsidiary Directive ”), as amended by the EU Council Directive 123/EC of 12 December 2006, a non-resident company is entitled to ask for the refund of any Italian withholding tax applied on dividends paid by an Italian resident company provided that such non-resident company: