ANNUAL REPORT

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Mediaset S.p.A. 2008 Financial Statements – Directors’ Report on Operations m) Proxies for capital increases and authorisations for the re-purchase of Treasury Shares There are no proxies for capital increases pursuant to Art. 2443 of the Italian Civil Code, or for the issuance of share-based financial instruments. On 16 April 2008, the Shareholders’ General Meeting conferred upon the Board of Directors the power to purchase, also through the sale of options or financial instruments and derivatives of Mediaset stock, up to a maximum amount of n. 118,122,756 and therefore within the confines of the law, of its own common stock at the nominal value of EUR 0.52 each (equal to 10% of the current stock capital), in one or more transactions, until ratification of the financial statements as at 31 December 2008 and in any case for a period not longer than 18 months from the date of the General Meeting’s resolution. The above-indicated amount is covered by the reserves available as specified in the most recently regularly ratified financial statements. Acquisitions are carried out as follows: i) acquisitions necessary for the implementation of the stock option plans of 2003/2005 and 2006/2008 must be carried out on the stock exchange of listing, using the operational criteria set forth in Art. 144-bis, par. b) and c) of the Issuers Regulation at a price not more than 20% above nor less than 20% below the reference price of the shares in the previous day of trading for each single transaction. These parameters are deemed sufficient to identify the range of values within which the acquisition is in the interest of the Company; ii) any possible additional acquisitions must be carried out on the stock exchange where the shares are listed, using the operational criteria set forth in Art. 144-bis, par. b) and c) of the Issuers Regulation at a price not more than 20% above nor less than 20% below the reference price of the shares in the previous day of trading for each single transaction. These parameters are deemed sufficient to identify the range of values within which the acquisition is in the interest of the Company. Acquisition operations shall be carried out in compliance with Art. 2357 and following of the Italian Civil Code, Art. 132 of Italian Law Decree 58/98, Art. 144-bis of Consob regulation applying the provisions of Italian Law Decree n.58 of 24 February 1998, concerning the regulations of issuers ("Issuers Regulation") and in compliance with any other applicable regulation, including the provisions established in Directive 2003/6 and the relevant EU and national implementation regulations. As of the end of the fiscal year, on 31.12.2008, the Company’s stock portfolio included 44,825,500 Treasury Shares. 180 8
Mediaset S.p.A. 2008 Financial Statements – Directors’ Report on Operations In relation to Consob Regulations 11971 dated 14 May 1999, Art. 79 and subsequent amendments, here below is the information specified, relative to the shares held by Directors, Statutory Auditors, General Managers and Executives with strategic responsibilities in the Company and in its subsidiaries, pursuant to the criteria contained in SCHEME 3) as required by Annex 3c) of the afore mentioned regulations. Mediaset S.p.A. Mediaset S.p.A.Shares held by Directors, Statutory Auditors, General Managers and Executive Managers with strategic responsibilities (*) Full name Invested Number of share Number of share Number of share Number of share Company held as at shares shares held as at 31/12/2007 purchased sold 31/12/2008 Confalonieri Fedele B. of Dir. Mediaset S.p.A. 1,029,000 48,000 - 1,077,000 Adreani Giuliano B. of Dir. Mediaset S.p.A. 322,100 7,000 - 329,100 (1) Berlusconi Marina B. of Dir. Mediaset S.p.A. - 570,000 (2) - 570,000 (2) Berlusconi Pier Silvio B. of Dir. - - - - Cannatelli Pasquale B. of Dir. Mediaset S.p.A. 76,500 - - 76,500 Colombo Paolo Andrea B. of Dir. Mediaset S.p.A. 1,000 (3) - - 1,000 (3) Crippa Mauro B. of Dir. Mediaset S.p.A. 14,795 - 11,200 3,595 Ermolli Bruno B. of Dir. Mediaset S.p.A. 19,000 - - 19,000 Fausti Luigi B. of Dir. - - - - Giordani Marco B. of Dir. - - - - Messina Alfredo B. of Dir. - - - - Nieri Gina B. of Dir. Mediaset S.p.A. 5,500 - - 5,500 Secchi Carlo B. of Dir. - - - - Ventura Attilio B. of Dir. - - - - Giussani Alberto Int. Aud. - - - - Bianchi Martini Silvio Int. Aud. - - - - Vittadini Francesco Int. Aud. - - - - (*) Mediaset S.p.A. Executive managers with strategic responsibilities are Company Directors (1) of which 7,000 shares owned by the spouse (2) shares acquired through a subsidiary (3) of which 500 shares owned by the spouse. As of the Board meeting of 16 April 2008, the terms of Antonio Francesco Antonio Giampaolo, Chief Statutory Auditor, and Riccardo Perotta, Statutory Auditor, who had no stake in the Company, expired. . 181 9
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2008 ANNUAL REPORT
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Statement concerning the Group’s
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MEDIASET GROUP CONSOLIDATED BALANCE
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ANNUAL REPORT

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