MFE Mediaforeurope N : 24.04.2023 - AGENDA AND EXPLANATORY NOTES

MFE-MEDIAFOREUROPE N.V.

NOTICE OF ANNUAL GENERAL MEETING

This is a notice for the annual general meeting of shareholders (the "AGM") of MFE- MEDIAFOREUROPE N.V., having its official seat in Amsterdam, the Netherlands (the "Company"), which will be held on 7 June 2023 at 9:30 CEST at Hilton Amsterdam Airport Schiphol - Schiphol Boulevard 701, 1118 BN Schiphol Airport.

AGENDA

The AGM agenda includes the following items:

1. Opening and announcements.
2. 2022 Annual report
3. 1. Report of the Board of Directors for the financial year 2022 (discussion)
   2. Adoption of the 2022 Annual Accounts (voting item)
   3. Remuneration Policy (voting item)
   4. 2022 Remuneration Report (advisory voting item)
   5. Policy on additions to reserves and dividends (discussion)
   6. Approval of the 2022 dividend (voting item)
4. Discharge of the executive and non-executive members of the Board of Directors (voting items)
5. 1. Fedele Confalonieri
   2. Pier Silvio Berlusconi
   3. Stefania Bariatti
   4. Marina Berlusconi
   5. Marina Brogi
   6. Raffaele Cappiello
   7. Costanza Esclapon de Villeneuve
   8. Giulio Gallazzi
   9. Marco Giordani
   10. Gina Nieri
   11. Danilo Pellegrino
   12. Alessandra Piccinino
   13. Niccolo' Querci
   14. Stefano Sala
   15. Carlo Secchi
6. Authorization of the Board of Directors to repurchase shares in the Company (voting item)

1. Authorization of the Board of Directors to issue Ordinary Shares A and restrict or exclude pre-emptive rights (voting item)
2. Amendment of the Company's articles of association
3. 1. Amendment relating to the implementation of the possibility to hold virtual general meetings (voting item)
   2. Amendment relating to a reverse stock split (voting item)
4. Close.

All AGM documents are available for inspection at the offices of the Company (Viale Europa 46, 20093 − Cologno Monzese, Milan, Italy). Copies may be obtained free of charge by shareholders and other persons entitled to take part in the meeting. These documents are also available at https://www.mfemediaforeurope.com/en/events/shareholders-meeting/.

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EXPLANATORY NOTES TO THE AGENDA

OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF MFE-MEDIAFOREUROPE N.V.

Item 2 - 2022 Annual report

1. Report of the Board of Directors for the financial year 2022 (discussion)
   The Report of the Board of Directors of MFE-MEDIAFOREUROPE N.V. (the "Board of Directors") is part of the Company's 2022 Annual Report. For further details please refer to the "Directors' Report" section of the Annual Report.
2. Adoption of the 2022 Annual Accounts (voting item)
   Under this agenda item, it is proposed to the General Meeting to adopt the annual accounts for the financial year 2022 which can be found in the relevant section of the Company's 2022 Annual Report.
3. Remuneration Policy (voting item)
   It is proposed to the General Meeting to adopt the Remuneration Policy. The proposal includes the approval as referred to under article 2:135 (5) of the Dutch Civil Code. The full text of the proposed
   Remuneration Policy is available on our website https://www.mfemediaforeurope.com/en/events/shareholders-meeting/.
4. 2022 Remuneration Report (advisory voting item)
   The 2022 Remuneration Report is submitted to the General Meeting for an advisory vote. For further details please refer to the Directors' Remuneration Report which is set out in the "Remuneration Report" section of the Company's 2022 Annual Report.
5. Policy on additions to reserves and dividends (discussion)
   In accordance with the Dutch Corporate Governance Code and the articles of association of the Company, the Company has adopted the Policy on additions to reserves and dividends. The Company's dividend policy provides for an annual distribution of at least 50% of the consolidated ordinary net profit shown in the annual accounts for the relevant financial year. Every year, the Board of Directors will propose to the General Meeting a dividend distribution based on the stated dividend policy taking into consideration also several factors including, but not limited to: general economic conditions, the Company's earnings, cash flow, financial condition, capital expenditure requirements and other factors deemed to be important by the Board of Directors.
6. Approval of the 2022 dividend (voting item)
   Under this agenda item, it is proposed to the General Meeting to make a dividend distribution, relating to the fiscal year 2022, equal to € 0.05 for each Ordinary Share A and Ordinary Share B. The aggregate amount of the proposed dividend and, consequently, the residual amount of the profits to be allocated to reserves, will vary depending on the actual number of outstanding shares on the ex-dividend date (thus excluding the treasury shares held at that date). In case of approval by the General Meeting, the dividend (with detachment of dividend number 2 for the Ordinary Shares A and number 3 for the Ordinary Shares B) will be paid, on a date to be subsequently determined by the Board of Directors.

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Indicatively, based on what can be assumed to date, it is expected that the dividend will be paid on 26 July 2023 (with ex-dividend date on 24 July 2023 and record date on 25 July 2023).

Item 3 - Discharge of the executive and non-executive members of the Board of Directors (voting items)

1. Fedele Confalonieri
2. Pier Silvio Berlusconi
3. Stefania Bariatti
4. Marina Berlusconi
5. Marina Brogi
6. Raffaele Cappiello
7. Costanza Esclapon de Villeneuve
8. Giulio Gallazzi
9. Marco Giordani
10. Gina Nieri
11. Danilo Pellegrino
12. Alessandra Piccinino
13. Niccolo' Querci
14. Stefano Sala
15. Carlo Secchi

The General Meeting is requested to grant discharge to the Executive Directors in respect of the performance of their duties as such performance is apparent from the financial statements or otherwise disclosed to the General Meeting prior to the adoption of the Company's 2022 Annual Accounts and to grant discharge to the Non-Executive Directors in respect of the performance of their duties as such performance is apparent from the financial statements or otherwise disclosed to the General Meeting prior to the adoption of the 2022 Annual Accounts.

It is proposed to the General Meeting to resolve on the discharge of each member of the Board of Directors individually. The Company intends to enable each shareholder to assess and approve the work of executive board and non-executive board members severally. It is in the opinion of the Company that granting discharge of board members by several resolutions for each director stands for modern and transparent corporate governance.

Item 4 - Authorization of the Board of Directors to repurchase shares in the Company (voting item)

The Board of Directors believes that it is advantageous for the Company to have the flexibility to acquire own shares (both Ordinary Shares A and/or Ordinary Shares B), inter alia, to ensure coverage, by the Company, of the current and future compensation plans as well as any debt financial instruments exchangeable into equity instruments, to service potential share capital decrease, to enable the Company to finance (M&A) transactions and, more in general, to enable the Board of Directors to carry out share buyback programs if the Board of Directors considers such buy-back would increase earnings per share or otherwise be in the best interests of the Company and its stakeholders.

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After repurchase, the repurchased shares can either be canceled or held as treasury shares, so they are no longer publicly held; no votes may be cast and no dividend shall be paid on treasury shares.

Under this agenda item, it is proposed to the General Meeting to authorize the Board of Directors for a period of 18 months from the date of this annual meeting, i.e. until 7 December 2024, to acquire, in one or more transactions, a maximum number of shares (irrespective of the class of shares) in the capital of the Company up to 20% of the Company's issued share capital at the time of the relevant transactions.

The repurchase can take place for a minimum price, excluding expenses, of the nominal value of the shares concerned and a maximum price of an amount equal to 10% above the opening price on the day the acquisition of the shares is agreed upon.

The proposed authorization will replace the authorization granted during the Annual General Meeting held on 29 June 2022.

Item 5 - Authorization of the Board of Directors to issue Ordinary Shares A and restrict or exclude preemptive rights

By means of an amendment to the Company's articles of association (the "2021 Amendment") and pursuant to a resolution to that effect as adopted during an extraordinary general meeting of the Company on 25 November 2021 (the "2021 EGM"), a dual class share structure with high and low voting shares was introduced. During the 2021 EGM, the Board of Directors was authorized to (i) issue Ordinary Shares A and grant rights to subscribe for Ordinary Shares A in the capital of the Company up to 1,181,227,564 Ordinary Shares A and (ii) in connection therewith to restrict or exclude the pre-emptive rights of all shareholders. Said authorization was subject to the 2021 Amendment becoming effective and would only be used to issue

1. the initial ordinary shares A to those who will be shareholders on the record date of the 2021 EGM, and to (ii) those persons who on the record date of the 2021 EGM held rights to acquire shares in the capital of the Company under existing stock option/grant plans.

As the authorization was valid for a period of eighteen (18) months starting from the date of the 2021 EGM and has thus ended on 25 May 2023, under this agenda item, it is now proposed that, for a period of eighteen

(18) months starting from the date of the AGM, the Board of Directors will be authorized to:

1. issue ordinary shares A and grant rights to subscribe for Ordinary Shares A in the capital of the Company up to 3,000,000 Ordinary Shares A (corresponding to 600,000 Ordinary Shares A after the execution of the Reverse Stock Split as defined below); and,
2. in connection herewith, to restrict or exclude the pre-emptive rights of all shareholders.

This authorization will only be used to issue (i) the initial ordinary shares A to those who were shareholders on the record date of the 2021 EGM (to the extent not yet issued), and to (ii) those persons who on the record date of the 2021 EGM held rights to acquire shares in the capital of the Company under existing stock option/grant plans.

The Board of Directors can make use of this authorization in one or more tranches.

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