MFE-MediaForEurope NV

The Audit Committee comprises the following Independent Non-Executive Directors: Alessandra Piccinino (Committee Chair), Raffaele Cappiello and Carlo Secchi. The Committee was established by the Board of Directors on 28 September 2021. [...] Pursuant to provision 1.5.1 of the DCGC, the tasks of the Committee are geared towards overseeing the integrity and quality of the Company's financial reporting and the effectiveness of its internal risk management and control systems. [...] In particular, the Committee assists the Board of Directors by advising on the following matters: (a) the Company's compliance with applicable laws and regulations; (b) revision of the Company's internal risk management and control systems; (c) recommendations on appointing independent auditors; (d) relations with internal and external auditors, as well as compliance with their recommendations and observations; (e) the Company's disclosure of financial and non-financial information; (f) Company financing; (g) the Company's use of ICT, including IT security risks; (h) the Company's tax policy; and (i) monitoring and evaluating the reporting of the Company's ESG objectives and programmes. [...] The Committee promptly reported to the Board of Directors on the activities carried out." [...] "The Environmental Social and Governance Committee comprises the following Independent Non-Executive Directors: Marina Brogi (Committee Chair), Stefania Bariatti and Giulio Gallazzi. The Committee was established on a voluntary basis by the Board of Directors on 28 September 2021. [...] On the same date, the Board of Directors approved the Committee regulations, which regulate its operation and functions. The Environmental Social and Governance Committee gives the Board of Directors initial advice to help the Company draw up its environmental, social and governance policies in compliance with its strategy. For this purpose, the Environmental Social and Governance Committee may bring specific environmental, social and governance objectives to the attention of the Board of Directors. The decision to pursue these objectives, or otherwise, and the related implementing programmes are brought to the attention of the Board of Directors and the management of the Company. The Audit Committee periodically monitors and assesses whether the Company is meeting its environmental, social and governance objectives and implementing the related programmes and includes its findings in its report to the Board of Directors.

In order to manage all of these factors in an increasingly proactive, planned and shared manner, MFE has voluntarily provided for an ESG Committee within its governance model, made up of independent directors with the aim of dialogue, stimulating management and monitoring the Group's activities in these areas. **On 29 March 2022, the MFE Board of Directors, following a process of mapping and analysis of the Group's activities and positioning in the various ESG spheres shared with the Sustainability Committee, identified the following guidelines and macro-objectives to be pursued in Italy for the various ESG spheres, launching appropriate initiatives and projects:** [...] **In the Governance field, the decision was taken to adopt a system to guide and control ESG initiatives and mechanisms to guide managerial action with the aim of progressively adopting sustainability criteria and principles in managerial practices and choices throughout the organisation, through specific training initiatives and the introduction of ESG objectives among the parameters of incentive systems.** [...] **In line with the ESG goals defined by the Board of Directors, the following main initiatives were implemented in Italy in 2022:** [...] **In the Governance area, ESG goals have been introduced among the parameters of the Managers' short-term incentive systems. For a more detailed analysis, please refer to the Compensation Report included in the 2022 Consolidated Financial Statements.

The Audit and Sustainability Committee took note of the Gap Analysis activities and roadmap of preparatory activities for 2024 sustainability reporting pursuant to the CSRD, and supervised the definition of the model, methodology, assessment criteria and process used to carry out the Double Materiality Assessment and subsequently in February 2025 the preparatory results, including the topics found to be material, for the preparation of this reporting. [...] The Audit and Sustainability Committee also took note of the above activities and of the correlation between these and the IROs (impacts, risks and opportunities) identified during the Double Materiality Assessment. [...] The impacts, risks and opportunities identified in the Double Materiality Assessment are classified by topic related to three macro-sectors of Sustainability: the environmental impacts in E1 (Environmental), the social impacts on the different categories of people involved in S1, S2, S3, S4 (Social) and the Governance impacts. [...] The Committee also shared the content of the new "Group Code of Ethics". [...] The Committee duly reported to the Board of Directors on the activities carried out."
"The European commercial television association (ACT), of which the Group is a founding member, is preparing a position paper to the EU institutions in connection with this plan. To manage all of these factors in an increasingly proactive, planned and shared manner, MFE has voluntarily provided for an ESG Committee within its governance model, made up of independent directors with the aim of dialogue, stimulating management and monitoring the Group's activities in these areas. [...] The governing bodies (Board of Directors and Audit & Sustainability Committee) of MFE are periodically informed about the opinions and interests expressed by stakeholders regarding the company's sustainability impacts."
"MFE N.V. has never supported any political party (through political contributions or any other means) and/or movement and is registered in the EU Transparency Register under registration number 91471238809-21. Representation activities are overseen by Gina Nieri (Director of the Institutional, Legal and Strategic Analysis Division). None of MFE's board members have sat in comparable position in public administrations. In 2024, MFE N.V. took part in activities relating to the process to adopt regulatory proposals and the implementation of legislation already adopted in the Group's sectors of interest. MFE constantly liaises with the European antitrust authority, both as regards mergers and acquisitions that impact the audiovisual market, and in relation to proceedings against abuse of a dominant position by third-party operators. With technological development and the use of generative Artificial Intelligence, it is essential to avoid the strengthening of players that are already dominant in the market - a source of new discriminatory practices. Between 2019 and 2024, the EU adopted a regulatory framework to ensure safety and contestability in the digital single market, with ex ante rules to clarify the liability of technology platforms and ensure fair competition. In 2024, MFE's regulatory activity was related to the following regulatory topics: Digital Markets Act: MFE is interested in Alphabet's application of the DMA in particular with respect to its obligations regarding transparency of advertising prices (Article 5.10) and audience measurement (Article 6.8); Google, also thanks to the penetration of Smart TVs, reaches end users by designating itself as subject to DMA obligations. Failure to comply would lead to a "market-tipping" scenario in which the parent company Alphabet extends its dominant position also to the television market; Digital Services Act: MFE participated in discussion sessions to ensure that the provisions of the DSA are applied in a transparent manner, in particular with regard to transparency on recommendation systems (Article 27) of large-scale platforms (VLOP), which may have implications on how content and services are presented to users and on aiding proprietary services; European Media Freedom Act: aimed at ensuring the independence and sustainability of the media. Particular attention paid to protecting the contents of media services on large platforms in the event of arbitrary removal for alleged non-compliance with the terms of service of the platforms (Article 18), to the right to personalise the audiovisual offer to guarantee the prominence of services of general interest defined by the Member States (Article 20) and to the measurement of the audience with transparent, impartial, inclusive, proportional, non-discriminatory, comparable and verifiable systems; Artificial Intelligence Act and interaction between copyright and AI: a regulation that requires general purpose AI (GPAI) systems to comply with transparency requirements which include the drafting of technical documentation, the publication of detailed summaries of the content used for training. MFE supports agreements between industry representatives to identify sectoral solutions that allow for the use of a single technological standard for digital identifiers and watermarking, so that rights holders do not have to adapt to the technologies of individual AI providers to opt out (provided for by Article 4.3 of the Copyright Directive) from the use of their content."
"The Committee also deals with the preliminary assessment concerning the supervision of the integrity and quality of the Company's sustainability reporting. The Committee shall provide the Board of Directors with strategic advice aimed at supporting the Board of Directors in designing the Company's environmental, social and governance policies in accordance with the Company's strategy. To that end, the Committee may bring specific environmental, social and governance goals to the attention of the Board of Directors. The decision to pursue these goals, or otherwise, and the relevant implementing programmes are remitted, respectively, to the Board of Directors and the management of the Company. The Committee periodically assesses and evaluates the achievement of the Company's environmental, social and governance goals, as well as the implementation of relevant programmes. The relevant results are included in the Committee's report to the Board of Directors. [...] The Committee is also vested with the competences set out in the Company's "Related Parties Transactions Policy" (adopted on 28 September 2021 and subsequently amended on 21 December 2021 and then on 22 November 2023).