EUR 1000.00 For Business Accounts Only

Mediaset – AGM 26 June 2020

In item 3, shareholders are called to a binding vote on the remuneration policy. The
executive Chairman's fixed remuneration was reduced by 46% in 2018, but it is still at
the highest levels in Italy (€1'951'000, compared with an average of approximately
€750'000 at large Italian companies). Furthermore, he will receive an aggregate
severance pay of €15 million at the end of his relationship with Mediaset (€6.5 million
already paid in 2018), which is definitely above our voting policy limit of 2 years of
remuneration. Furthermore, no relative performance indicators are used to calculate the
executives' variable remuneration, which is not in accordance with our guidelines, and
concerns may arise over the possibility to pay discretionary bonuses in the event of
extraordinary transactions (capped at the target bonus). Therefore, we recommend
opposition.
Due to our concerns over the remuneration policy, and also considering that the
Company does not disclose the level of achievement of the targets used to calculate
the variable remuneration, we also recommend shareholders to OPPOSE the
remuneration paid in 2019 (advisory vote in item 4).
In item 5, the AGM is called to appoint the members of the Board of Statutory Auditors,
on slates submitted by shareholders holding at least 1% of Mediaset's shares. Three
slates of nominees were submitted, respectively by the controlling shareholder
Fininvest (44.2%), a group of institutional investors jointly holding 1.1% and the French
media company Vivendi SE controlling 9.6% of voting rights. We have serious concerns
over the significant relationships of the candidates proposed by Fininvest with Mediaset
and its controlling shareholders, and concerns may arise over the aggregate time
commitments of the candidate proposed by Vivendi. Therefore, we recommend
shareholders to support the slate of the institutional investors (sub-item 5.2).