Annual General Meeting 27 Aprile 2016

SHAREHOLDERS APPROVE 2015 ANNUAL REPORT

DIVIDEND OF ?0.02 PER SHARE

The Shareholders of Mediaset, who met today under the Chairmanship of Fedele Confalonieri, approved the Annual Report of Mediaset S.p.A. for the year to 31 December 2015, containing the consolidated accounts and directors' reports, as approved by the Board of Directors of 24 March 2016.

Consolidated revenues in 2015 amounted to EUR 3,524.8 million (EUR 3,414.4 million in 2014). EBIT for the year came to EUR 231.4 million, compared with EUR 248.7 million in 2014. Meanwhile, the Group's net profit for the year totalled EUR 4.0 million (adjusted: EUR 28.9 million), compared with EUR 23.7 million for the previous year.

The Shareholders approved the distribution of the profit for the year of EUR 50,368,405.61 as follows:
- the distribution, as a dividend, to Shareholders of EUR 22,728,041.28, i.e. EUR 0.02 for each of the 1,136,402,064 ordinary shares that make up the company's share capital;
- the allocation of the residual undistributed profit amounting to EUR 27,640,364.33 to the extraordinary reserve.

REMUNERATION REPORT

The Shareholders approved the first section of the Remuneration Report, showing the company's policy on the remuneration of directors and executives with strategic responsibilities, in line with the provisions of art. 123-ter of the Consolidated Law on Finance.

ACQUISITION AND DISPOSAL OF OWN SHARES

The Shareholders also renewed the authorisation to the Board of Directors to purchase own shares with the aim of pursuing the interests of the company, for the purposes foreseen by the relevant regulations, including:
a) the use of shares for the implementation of compensation plans with allocation, against payment or free of charge, of company shares (such as stock grants, stock options and, in general, share and securities plans exchangeable for company shares) aimed at managers, employees and/or associates of the Group;
b) for trading and hedging;
c) for the investment of liquidity.
Purchase transactions are conducted in accordance with articles 2357, and following, of the Civil Code, Article 132 of Legislative Decree 58/98, Article 144-bis of Consob Regulations implementing the Legislative Decree n°. 58 of 24 February 1998, concerning the regulation of issuers ('Issuers Regulations') and any other applicable rules, including rules established by Directive 2003/6 and its implementing rules, at both the national and EU level.
To date, the share capital of EUR 614,238,333.28, divided into 1,181,227,564 ordinary shares, of which the company currently (as of 22 March 2016) holds 44,825,500 shares, corresponding to 3.795% of the share capital, Mediaset subsidiaries do not own shares of the parent company.
The Shareholders consequently gave the Board of Directors the power to buy, also through options trading or financial instruments and derivatives of Mediaset stock, up to a maximum of 118,122,756 ordinary shares with a par value of EUR 0.52 each - and corresponding to 10% of the share capital - in one or more transactions, until the approval of the Financial Statements for the year to 31 December 2016 and for a period not exceeding 18 months form the date of the resolution. The above sum is covered by existing reserves resulting from the last approved financial statements.
Purchases must be made on the listing exchange in accordance with the operating procedures of Article 144-bis b) and c) of the Issuers Regulations and at a price not higher than the highest price between the price of the last independent trade and the highest current independent bid price on the electronic stock market managed by Borsa Italiana.
The Shareholders also authorised the Board of Directors, pursuant to art. 2357-ter of the Civil Code, in accordance with current laws and regulations, and the regulations issued by the Italian Stock Exchange and in observance of EU provisions, to:
a) sell the shares purchased pursuant to this resolution or already in the portfolio, to participants in compensation plans, whether against payment or free of charge, by them of options to purchase shares allocated to them, at the prices, terms and in the manner prescribed - including the price, where relevant, established by the plans and related regulations. The authorisation referred to in this paragraph is in line with the time limits set by the stock option plans;
b) sell the shares purchased pursuant to this resolution, or already in the portfolio with the following alternatives:
i) by cash transactions, in which case, sales shall be made on the listing stock exchange and/or off market, at a price not less than 90% of the reference price recorded by the Stock Exchange trading session prior to each operation;
ii) by trading, exchange, transfer or other disposition, as part of industrial projects or extraordinary corporate finance operations. In this case, the economic terms of the transfer, including the valuation of the shares traded, will be determined by independent experts, on the basis of the nature and characteristics of the transaction, also taking into account the market performance of Mediaset shares.
The authorisation referred to in paragraph b) is given for a period not exceeding 18 months from the date of the resolution.

The manager responsible for preparing the financial reports of Mediaset SpA, Luca Marconcini, declares, pursuant to paragraph 2 of art. 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, accounts and records.

Cologno Monzese, April 27, 2016

Mediaset S.p.A. issued this content on 27 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 April 2016 11:30:01 UTC

Original Document: http://www.mediaset.it/investor/documenti/2016/notizia_8380_en.shtml