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Mediaset S.p.A. <strong>2007</strong> <strong>Annual</strong> <strong>Report</strong> – <strong>Report</strong> on Operations<br />
Extraordinary Shareholders’ General Meeting<br />
F) Proposal to change the Company’s By-Laws<br />
8. Proposal to change the following articles of the Company’s By-Laws: 10) General Meeting, 17), 23), 24)<br />
Board of Directors, 27) Board of Auditors and formal adjustments also of articles 8) and 19).<br />
Dear Shareholders,<br />
as you may recall, the Board of Directors of 28 June <strong>2007</strong>, availing itself of the faculty provided for in Art. 23 of the<br />
Company’s By-Laws, has modified the Company’s By-Laws in order adjust it to the provisions set out by Italian Law<br />
262/2005 – envisaging actions aimed at protecting public savings and regulating financial markets – and Italian Law<br />
Decree 2006/303 – regarding the provisions of Italian Law n. 58/1998 (Financial Act) and Italian Law Decree n.<br />
385/2005 – which had brought about significant changes in the Financial Act in relation to the broadcasters’ regulation.<br />
For the purpose of adjusting the Company’s By-Laws and aligning it also to the Transparency Directive (Italian Law<br />
Decree No. 195 of 6 November <strong>2007</strong>), which refers to the standardisation of some disclosure obligations of financial<br />
information at periodic intervals of broadcasters, we propose to also accordingly change the other articles of the<br />
Company’s By-Laws concerning the General Meeting and the regulations regarding the Board of Directors and the<br />
Board of Statutory Auditors.<br />
Taking the foregoing into account, we submit to your approval the changes in the Company’s By-Laws, which are<br />
summarised in attachment “A”, including the current text of the Company’s By-Laws and the changes proposed for<br />
comparison purposes as well as the corresponding reasons.<br />
We also specify that with reference to the change in Art. 10 regarding the terms for the General Meeting’s convocation,<br />
following to the introduction of the Transparency Directive, as well as the standardisation of the procedure of<br />
submission and voting of the lists for the Board of Directors against that provided for the Board of Statutory Auditors,<br />
the definition of the persons, who may submit and vote the lists for the appointment of the Board of Directors<br />
was changed. A threshold barrier was introduced for the lists which do not obtain a percentage of votes at least<br />
equal to half the amount requested in the Company’s By-Laws for the submission of the lists. Lastly, it was also<br />
specified that the procedure for the voting of the list is only applicable in case of renewal of the Board of Directors.<br />
It should also be noted that the procedure for the substitution of an auditor was integrated and detailed.<br />
As a result of the changes proposed, we submit to your approval the adoption of an entirely new text for the Company’s<br />
By-Laws.<br />
195<br />
23<br />
On behalf of the Board of Directors<br />
the Chairman
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