MONDO TV GROUP
Report on matters and items on the agenda – Extraordinary Shareholders' Meeting of July 30, 2026
1 Company Register and Tax Code 07258710586 R.E.A. of Rome 604174 Registered office: Via Brenta 11 – 00198 Rome
Website: www.mondo-tv.com
Mondo TV S.p.A.
EXPLANATORY REPORT OF THE BOARD OF DIRECTORS
REGARDING THE PROPOSAL ON THE SOLE AGENDA ITEM
OF THE EXTRAORDINARY MEETING OF JULY 30, 2026 CONCERNING THE APPROVAL OF THE PROPOSAL TO DELEGATE TO THE BOARD OF DIRECTORS THE POWER TO INCREASE SHARE CAPITAL, FOR CONSIDERATION AND IN DIVISIBLE PORTIONS, ONCE OR MORE TIMES, ALSO IN SEVERAL TRANCHES, FOR A PERIOD OF 12 MONTHS STARTING FROM THE ADOPTION OF THE SHAREHOLDERS' RESOLUTION, FOR A MAXIMUM OVERALL AMOUNT OF EURO 6 MILLION, INCLUDING ANY SHARE PREMIUM, THROUGH THE ISSUANCE OF ORDINARY SHARES, WITHOUT EXPRESSED NOMINAL VALUE, WITH REGULAR RIGHTS, TO BE OFFERED IN OPTION TO THE COMPANY'S SHAREHOLDERS, PURSUANT TO ARTICLE 2441 OF THE CIVIL CODE; RELATED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND INHERENT AND CONSEQUENTIAL RESOLUTIONS (pursuant to articles 125-ter of Legislative Decree 58/1998) approved on June 26, 2026 published on July 9, 2026
EXTRAORDINARY MEETING
July 30, 2026, first call
This Report is prepared pursuant to art. 125-ter of Legislative Decree no. 58 of February 24, 1998, as subsequently amended ("TUF") and is made available to the public, within the legal and regulatory terms, at the registered office in Rome, on the Company's website (www.mondotvgroup.com, Section "Governance" – "Shareholders' Meeting Documents" – "2025"), as well as on the authorized storage mechanism "eMarket Storage".
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With the notice of call published on the Company's website and through the other forms of publication provided for by current regulations, the Extraordinary Meeting is convened at the company's registered office at Via Brenta 11, Rome, for July 30, 2026, at 10:00 AM, on first call, to resolve on the following Agenda:
1. Increase of share capital for consideration, in divisible portions, with recognition of the option right pursuant to art. 2441, paragraph 1, of the Civil Code, for a maximum overall amount of Euro 6,000,000 – related and consequential resolutions;
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ON AGENDA ITEM 1: Increase of share capital for consideration, in divisible portions, with recognition of the option right pursuant to art. 2441, paragraph 1, of the Civil Code, for a maximum overall amount of Euro 6,000,000 – related and consequential resolutions;
This Explanatory Report has been prepared by the Board of Directors of Mondo TV S.p.A. (the "Company" or "Mondo TV") in order to illustrate the reasons, strategic objectives, reference context, and expected effects of the capital strengthening operation that the Board intends to submit for your approval.
The proposed capital increase subject of this Report is part of the broader economic, patrimonial, and financial rebalancing process undertaken by the Company within the framework of the Negotiated Crisis Resolution procedure. This procedure was declared concluded with a positive outcome by the Expert appointed pursuant to the applicable regulations. It is understood that the agreement reached with the Revenue Agency within this framework is subject to approval by the competent Court, a step of a formal nature whose completion is nevertheless necessary for its definitive effectiveness.
As already illustrated in previous company communications and in the corporate documentation prepared by the Board of Directors during the 2025 financial year, the Company has experienced a phase of significant downturn in recent years, determined by a plurality of factors, including the slowdown in the international audiovisual market, the reduction in demand for content by broadcasters and platforms, the deferral of certain production initiatives, and the consequent deterioration of the economic-financial structure.
In this context, the Board of Directors deemed it appropriate to initiate a comprehensive recovery process aimed at preserving business continuity, reducing debt, strengthening equity, and creating the necessary conditions for the Company's industrial relaunch.
This process materialized through the successful completion of the Negotiated Composition of Crisis procedure (except for what is stated above regarding the court's approval of the agreement with the Revenue Agency), within which agreements were reached with the banking system, major commercial creditors, and the Tax Administration, allowing the Company to achieve a significant improvement in its equity and financial situation.
The capital increase represents the natural completion of the equity strengthening process initiated within the Negotiated Composition of Crisis procedure.
Therefore, the Board's objective is not solely to raise new financial resources, but rather to stably consolidate the positive effects of the recovery process and to equip the Company with the necessary tools to support a new phase of industrial and commercial growth.
2. OUTCOME OF THE NEGOTIATED COMPOSITION OF CRISIS PROCEDURE AND NEW CORPORATE CONTEXT
The proposed capital increase must be assessed in light of the profound change in the Company's equity and financial situation following the conclusion of the Negotiated Composition of Crisis procedure.
The Negotiated Composition of Crisis involved total debt exposures of approximately Euro 11 million and resulted in agreements that produced overall economic benefits estimated at approximately Euro 4.9 million.
These benefits primarily derive from settlement agreements, partial debt waivers, multi-year rescheduling, and other financial rebalancing measures that have significantly improved the Company's equity and financial structure.
Among the most significant elements are the settlement of exposures to the banking system and major commercial positions, the agreement reached with the Tax Administration, the significant improvement in Net Financial Position, the return to positive net equity, and the consolidation of the premise of business continuity. The agreement reached with the Revenue Agency within the recovery process is of particular importance. This agreement represents one of the central elements of the overall maneuver and is based on the principle of greater benefit for the Treasury compared to a liquidation scenario, allowing the State to achieve a significantly higher recovery than could reasonably be obtained in alternative scenarios. The Board also highlights that the negotiation process concluded successfully with the achievement of the set rebalancing objectives and the overcoming of the situation that had led to the application of the discipline provided for by art. 2447 of the Civil Code.
However, the situation provided for by art. 2446 of the Civil Code persists, the handling of which is the subject of a separate proposal that will be submitted for the Assembly's examination, to be convened by the end of the current year.
The operation is necessary to consolidate the achieved rebalancing and to support the industrial development path outlined in the Plan.
The proposed capital increase should therefore be interpreted as a measure to strengthen and accelerate the industrial relaunch process, and not as a mere emergency measure.
3. STRATEGIC RATIONALE OF THE OPERATION
The Board of Directors believes that the operation pursues a plurality of strategic objectives that are complementary and closely integrated.
The capital increase operation, in addition to supporting the obligations provided for by the recovery plan and the related signed agreements, is a tool intended to strengthen the Company's competitive capacity in the medium to long term and to support the development path envisaged by the Industrial Plan.
3.1 Equity Strengthening The capital increase operation is part of the broader economic, equity, and financial recovery process undertaken by the Company and is consistent with the provisions of the relevant recovery plan. In this context, a portion of the resources derived from the capital increase is intended to support and is therefore functional to the implementation of the plan itself, including through the entry into the share capital, in the potential subscription phase of the unexercised rights and under the terms better described in this Report, of Hemlock West, which has undertaken a specific commitment to provide new finance functional to the fulfillment of the obligations provided for by the recovery plan.
This commitment does not replace or modify the one already undertaken by the majority shareholder, Giuliana Bertozzi, which remains fully effective according to the terms already agreed upon.
The further resources derived from the capital increase, exceeding those allocated to support the implementation of the recovery plan, will be used to support the Company's development path, with particular regard to strengthening commercial activities, business development, investments functional to growth, and, more generally, to pursuing the objectives outlined in the industrial plan, as better illustrated in the following paragraphs.
A more solid equity base produces positive effects not only from an accounting perspective but also in terms of risk perception by customers, suppliers, industrial partners, financial institutions, and investors. It also contributes to improving the Company's ability to cope with potential phases of market volatility and to support strategic investments without generating new financial tensions.
3.2 Support for Industrial Development The second strategic objective of the operation is to support the industrial development path outlined in the Company's Industrial Plan, filed with the Chamber of Commerce platform during the initiated Negotiated Composition of Crisis procedure and shared with all stakeholders.
The development of new intellectual property, the creation of original productions, the preparation of content for international markets, and the valorization of the library require the use of financial resources in a phase significantly preceding the commercial monetization of the related rights.
In recent years, the financial tension that has affected the Company has imposed a policy of particular prudence in investments and a predominant focus on the valorization of existing assets.
The Board therefore believes that a portion of the resources that may be derived from the capital increase, as described above, should be allocated to financing new production initiatives, the development of new intellectual property, and the expansion of the Company's content portfolio.
This approach appears consistent with Mondo TV's business model and the need to create the conditions for sustainable and long-term revenue growth in the medium and long term.
Investment in new productions represents not only an opportunity for industrial development but also a tool for diversifying revenue streams and strengthening the Company's competitive positioning in international markets.
3.3 International Commercial Expansion The third objective pursued by the operation is the strengthening of the Company's international commercial presence.
The capital increase operation in question, assuming full subscription and successful fundraising, is preordained, from a causal and financial perspective, to the pursuit of a plurality of synergistic and complementary objectives.
Preliminarily, the proceeds from the overall capital strengthening will be used to rebalance the financial and equity structure of the Company and the Group to which it belongs, by optimizing the ratio between equity and third-party capital, consolidating net working capital, and improving overall financial governance, thereby reducing exposure to banks and third-party creditors.
From a strictly industrial and core business development perspective, the resources thus raised will provide the Company with the necessary financial flexibility and readily available cash liquidity required to:
1. Support and increase production activity: by financing the development, pre-production, and production of new and further animated film and television series and content (cartoons), expanding the production pipeline compared to current industrial plans;
2. Expand third-party distribution channels: consolidating the Company's role as a key intermediary and distributor in the international market. To this end, the renewed financial capacity will enable the Company to negotiate and sign particularly competitive licensing and distribution agreements, being able to meet upfront payments of "Minimum Guarantees" (MG) or acquire rights with flat fee payment structures, thereby mitigating commercial risk and securing exclusive exploitation of third-party libraries with high return potential.
Finally, in the context of a broader strategy to diversify industrial risk and relaunch the Group's competitive positioning, the equity provided by the operation will enable the Board of Directors to promptly and effectively evaluate external growth opportunities. These lines of action could also involve the initiation and execution of extraordinary finance operations. These operations would aim to involve entities operating in sectors adjacent or complementary to the audiovisual sector, thereby achieving significant multi-sectoral business diversification and expanding the scope of commercial activities, as a fundamental prerequisite for the definitive industrial and economic relaunch of the Company and the Group.
Historically, Mondo TV has developed significant international distribution capabilities for its content, building commercial relationships with broadcasters, distributors, digital platforms, and media operators in numerous countries.
In recent years, the international competitive landscape has undergone profound transformations, driven by the evolution of streaming platforms, the consolidation of the media sector, and the emergence of new global players. These changes have generated new opportunities but also new needs in terms of commercial presence, development of strategic partnerships, and capacity to penetrate foreign markets.
The Board believes that one of the Company's main growth drivers should be the strengthening of international commercial activity and the leveraging of opportunities arising from the increasing globalization of the audiovisual market.
The resources raised through the operation will therefore support initiatives aimed at expanding commercial presence in foreign markets and developing new distribution partnerships, strengthening licensing activities, and increasing participation in major international industry markets, as well as supporting the promotion of new productions and the existing library.
The Board believes that this strategy can significantly contribute to future revenue growth and the progressive reduction of dependence on individual geographic areas or specific commercial counterparties.
3.4 Greater Financial and Operational Flexibility The fourth objective pursued by the operation is the strengthening of the Company's financial flexibility.
The availability of a broader equity base and greater liquid resources will enable the Company to more serenely address the operational needs arising from the execution of the Industrial Plan.
The audiovisual sector is characterized by a natural asymmetry between the timing of development and production costs and the timing of revenue realization from content commercialization. This characteristic makes it important to have adequate financial resources to manage working capital without generating liquidity tensions.
The Board therefore believes that strengthening financial flexibility is a fundamental element for ensuring the sustainability of the Company's development path.
3.5 Strategic Partnerships and Industrial Validation of the Plan The Board deems it appropriate to highlight that the development prospects underlying the Industrial Plan also benefit from the support of a series of initiatives and commercial agreements already initiated or in the implementation phase.
Among these, the strategic partnership developed with Hemlock West LLC is of particular importance.
The agreement signed with this international operator represents a significant opportunity within the Company's future commercial and industrial development strategy.
The relationship with Hemlock West is indeed set to contribute to strengthening the Company's presence in the North American market and to expand opportunities for the commercial exploitation of content and productions developed by Mondo TV.
The Board highlights that the agreement involves total economic commitments estimated at approximately Euro 1.5 million to be completed in the execution phase of the capital increase, as already previously and exhaustively indicated.
While not constituting a necessary condition for the successful outcome of the capital increase operation nor an essential prerequisite for business continuity, this agreement represents an important element of industrial validation supporting the assumptions underlying the CNC Recovery Plan and its related guidelines, concerning future operating management results (included in the prepared plan) as well as for the development of new business opportunities and diversification of the company's core business (animation and cartoon production).
The partnership indeed testifies to the interest of qualified operators in the Company's activities and development prospects and contributes to strengthening the credibility of the international growth strategies pursued by management.
The Board therefore believes that this agreement should be considered a complementary and synergistic element with respect to the capital strengthening operation that is the subject of this Report.
4. GENERAL CHARACTERISTICS OF THE OPERATION
As of the date of this Report, the Company's share capital amounts to Euro 24,803,951 and is divided into 107,376,827 ordinary shares with no par value.
The Board of Directors proposes to the Extraordinary Shareholders' Meeting to approve a paid-up capital increase, divisible and with the recognition of pre-emption rights pursuant to art. 2441 of the Civil Code, for a maximum total amount of Euro 6,000,000.
The operation is part of the initiatives envisaged by the Recovery Plan and constitutes one of the main instruments identified for the completion of the Company's capital strengthening process.
4-bis. DELEGATION OF EXECUTIVE POWERS TO THE BOARD OF DIRECTORS
The Company's administrative body believes it is in the Company's interest for the Extraordinary Shareholders' Meeting to grant the Board all necessary powers to proceed with the definition and execution of the capital increase operation, in one or more tranches, up to the maximum determined amount and for a maximum period of 12 months from the date of the resolution by the Shareholders' Meeting granting the delegation.
The Shareholders' Meeting is therefore called upon to grant the Board of Directors the broadest possible powers to:
• determine the definitive issue price, taking into account market conditions prevailing on the date of determination of the final terms of the Rights Issue, the performance of the ordinary share price, the Company's economic, asset, and financial situation, as well as market practice for similar transactions;
• determine any premium;
• establish the subscription ratio;
• determine the maximum number of shares to be issued, to be calculated based on the unit value determined as above and any premium;
• define the offer calendar;
• prepare and approve the information documentation;
• carry out all necessary steps for the approval of the information prospectus;
• execute the shareholders' resolution;
• manage the potential placement of unsubscribed shares.
The Board believes that this solution represents the best balance between the need to ensure full transparency towards Shareholders and the necessity to ensure the Company the operational flexibility indispensable for the successful outcome of the operation.
Notwithstanding the foregoing, it is estimated that the Rights Issue may be executed during the second half of 2026. In any case, adequate information will be provided to the market regarding the expected timing for the execution of the capital increase.
4-ter. Reasonableness of the divisible structure of the operation The Board of Directors believes that the provision for a divisible capital increase represents the most consistent solution with the characteristics of the proposed operation, the Company's interest, and the objective of maximizing the chances of successful fundraising.
The choice of a divisible structure allows the Company to benefit from the resources potentially raised even if the amount of subscriptions is lower than the maximum amount of the approved increase.
This approach appears particularly appropriate in light of the nature of the operation, the conditions of the financial markets, and the fact that the Company's Recovery Plan and Industrial Plan are sustainable even in scenarios characterized by fundraising levels below the maximum amount envisaged.
The Board highlights that the capital increase is one of the capital strengthening instruments provided for by the Plan but does not represent the sole element on which the sustainability of business continuity is based, which is also supported by the effects of the recovery measures already completed, by the agreements concluded within the framework of the Negotiated Crisis Resolution, by the progressive improvement of operating profitability, by commercial initiatives already launched, and by the support of the controlling shareholder.
The divisible structure therefore allows for a balance between the Company's interest in pursuing the maximum possible fundraising and the need to ensure that any resources raised can be immediately used to pursue the objectives illustrated in this Report.
The Board further believes that this approach is consistent with market practice observed in operations with similar characteristics and contributes to reducing the risk of the operation not being executed, thereby increasing its chances of success.
In light of the foregoing, the Board considers the provision for the divisible nature of the capital increase to be fully reasonable, proportionate, and consistent with the corporate interest.
4-quarter - Guarantee consortia and other placement forms provided As this is a rights offering, the ordinary shares under the Rights Offering will be offered to shareholders directly by the Company. As of the date of this Report, no guarantee and/or placement consortia, or other forms of placement, are foreseen.
4-quinquies - Enjoyment date of newly issued shares The ordinary shares from time to time issued under the delegation will have regular enjoyment. The ordinary shares will grant their holders equal rights to the ordinary shares outstanding of the Company as of their issuance date.
5. USE OF PROCEEDS
5.1 USE OF PROCEEDS FROM THE TRANSACTION
The Board of Directors deems it appropriate to provide Shareholders with a clear and transparent overview of the purposes for which the resources, if any, raised through the capital increase transaction will be allocated.
The proposed transaction is part of the broader economic, asset, and financial rebalancing process undertaken by the Company within the framework of the Recovery Plan and serves a dual purpose.
Firstly, a portion of the resources from the capital increase is intended to support the implementation of the Recovery Plan and the fulfillment of the obligations therein. In this context, the transaction is coordinated with the commitments for injecting new finance already undertaken by the majority shareholder, Giuliana Bertozzi, as well as those undertaken by the Canadian investor in relation to the potential subscription of any unexercised shares. These commitments are not mutually exclusive but are concurrent and reinforcing, with the respective parties remaining jointly and severally liable as provided for in the signed agreements.
Secondly, any resources raised in excess of the amount necessary for the implementation of the Recovery Plan, and in particular, an additional amount of Euro 1.5 million, will be allocated to support the Company's growth path, by financing the development initiatives envisaged by the Industrial Plan, the strengthening of commercial activities, industrial investments, and, more generally, initiatives aimed at creating medium-to-long-term value.
The Negotiated Crisis Resolution procedure has been declared concluded with a positive outcome by the Expert; however, the effectiveness of the agreement reached with the Revenue Agency remains subject to approval by the competent Court, in accordance with applicable regulations.
It is understood that the actual allocation of resources may be adjusted by the Board of Directors based on the amount actually raised, the needs related to the implementation of the Recovery Plan, market conditions, and any industrial opportunities that may arise, while respecting the priorities indicated above.
5.2 Investments in new productions and development of intellectual property A portion of the resources potentially raised from the market will be allocated to the development of new audiovisual productions and new intellectual property.
The Board believes that this allocation is fully consistent with the Company's business model and the growth prospects outlined in the Industrial Plan.
The availability of proprietary content is indeed the main value-generating factor in the animation and audiovisual sector.
Investment in new productions will allow the Company to expand its catalog, strengthen its library, develop new licensing opportunities, and increase its capacity to generate recurring revenues in the medium and long term.
The Board believes that strengthening the content portfolio is one of the essential elements for supporting the Company's industrial relaunch and consolidating its competitive positioning.
5.3 International commercial development A portion of the resources potentially raised will be allocated to strengthening international commercial activities.
The increasing globalization of the audiovisual market makes the ability to operate in foreign markets and develop relationships with international players increasingly important.
The resources raised may be used to support international licensing activities and the development of distribution partnerships, as well as participation in major international industry markets, promotional activities, the development of new commercial relationships, and the valorization of the existing library. These investments are considered functional to increasing the Company's ability to monetize its content and expand its presence in markets with the highest growth potential.
5.4 Operating working capital A portion of the resources will be allocated to strengthening operating working capital.
The management of audiovisual productions and licensing activities requires supporting costs in advance of revenue collection.
The availability of adequate financial resources will allow the Company to more serenely manage any temporal mismatches between investments and collections and to support the normal development of operational activities.
The Board believes that this allocation represents an important element for ensuring the Company's financial stability during the implementation phase of the Plan.
5.5 Liquidity reserve and capital strengthening The remaining portion of the proceeds will be allocated to the creation of a liquidity reserve and the further strengthening of the Company's capital structure.
This choice is consistent with the objective of consolidating the results achieved within the recovery process and maintaining adequate financial flexibility margins.
Greater availability of liquid resources will also allow the Company to face any scenarios less favorable than the base assumptions of the Plan and to seize any industrial opportunities that may emerge during the Plan's horizon.
6. CONSISTENCY OF THE TRANSACTION WITH THE RECOVERY PLAN
The capital increase operation is one of the measures expressly provided for in the Recovery Plan prepared by the Company within the framework of the Negotiated Composition of Crisis procedure and represents a functional tool for its implementation.
The operation has been considered in the assumptions underlying the Recovery Plan and is fully consistent with the overall strategy of economic, equity, and financial rebalancing pursued by the Company. In this context, the capital increase serves a dual purpose.
Firstly, it is functional to the contribution of new financing envisaged by the Recovery Plan and intended to enable the fulfillment of the obligations set forth therein. Within this scope lies the commitment undertaken by Hemlock West, intended to be executed, under the terms illustrated in this Report, in the potential phase of subscription of shares left unsubscribed. This commitment does not replace or modify that already undertaken by the majority shareholder, Giuliana Bertozzi, but is in addition to it. The operation therefore strengthens the financial backing that guarantees the correct execution of the Plan, without affecting the commitments already made by the majority shareholder.
Secondly, the capital increase is structured to allow the Company to raise, should the market express a subscription demand exceeding the binding commitments undertaken within the Recovery Plan, further equity resources to be allocated to financing the subsequent phase of relaunch and development. These resources, exceeding those necessary for the implementation of the Recovery Plan, will be allocated to pursuing the objectives outlined in the Industrial Plan, with particular regard to strengthening the equity structure, business development, commercial expansion, industrial investments, and, more generally, initiatives functional to sustainable growth and value creation in the medium to long term.
The operation must therefore be evaluated as a whole within the context of the Recovery Plan and the Company's industrial strategy. Indeed, on the one hand, it constitutes the corporate instrument through which the new financing envisaged by the Recovery Plan, necessary for its fulfillment, is implemented, and on the other hand, it offers the Company the opportunity to further strengthen its equity structure by potentially raising additional resources from the market, to be allocated to financing the growth and development strategies envisaged by the Industrial Plan.
The successful completion of the capital increase would indeed consolidate the effects of the recovery plan and strengthen equity, while supporting the investments envisaged by the Plan and increasing the Company's competitive capacity, with a consequent further improvement in the Issuer's financial profile.
The Board believes that these objectives are fully consistent with the corporate interest and the goals pursued within the framework of the Negotiated Composition of Crisis procedure.
6.1 Support from the Controlling Shareholder and Conversion of Shareholder Loans The Board deems it appropriate to highlight that the Recovery Plan benefits from the continuous support of the controlling shareholder and the reference family.
This support has manifested in multiple forms throughout the entire recovery process.
In particular, the controlling shareholder has contributed to the implementation of the plan through the provision of guarantees, support for negotiations with creditors, and financial and equity interventions functional to the successful outcome of the rebalancing process.
The Board believes that this circumstance constitutes an important factor in mitigating the risks of Plan execution and a further element of credibility for the proposed operation.
6.1-bis. Compatibility of the Operation with the Company's Financial Needs and the Assumptions of the Recovery Plan The Board of Directors believes it is appropriate to highlight that the proposed capital increase operation is consistent and compatible with the Company's prospective financial needs and the assumptions underlying the Recovery Plan prepared within the framework of the Negotiated Composition of Crisis procedure.
During the activities carried out for the definition of the Plan, a detailed economic-financial and equity model was prepared, including an analysis of prospective cash flows over a period of at least twelve months following the conclusion of the procedure. This analysis made it possible to verify the financial sustainability of the Plan and the Company's ability to regularly meet its obligations based on the operational and commercial assumptions considered reasonable by the Board of Directors.
The capital increase subject of this Report is part of this context as a measure aimed not only at strengthening equity but also at creating additional financial flexibility functional to the implementation of the industrial and commercial initiatives envisaged by the Plan.
The Board highlights that the Company's prospective financial needs are already subject to constant monitoring through the cash flow forecast prepared within the recovery procedure and subsequently updated based on the evolution of operational activities.
Based on the analyses carried out, the Board believes that the maximum amount of the proposed capital increase of Euro 6,000,000 is consistent with the Company's development objectives, the planned investment program, and the need to maintain adequate levels of capitalization and liquidity over the five-year recovery Plan horizon.
The Board also notes that, even in the event of a collection lower than the maximum amount envisaged, the Company's financial structure would continue to benefit from the positive effects of the operation, provided that the actual allocation of the collected resources can be modulated according to the amount of subscriptions and the operational needs that may arise during the execution of the Plan.
The operation must therefore be considered fully compatible with the Company's financial needs, with the prospects of business continuity, and with the economic, equity, and financial assumptions underlying the Recovery Plan.
7. EXPECTED EFFECTS ON THE EQUITY AND FINANCIAL STRUCTURE
The Board believes that the operation is capable of producing positive effects on the Company's equity and financial structure in all reasonably foreseeable scenarios.
The contribution of new equity will indeed allow for an increase in net equity, a strengthening of capitalization ratios, and a further improvement in the Company's ability to support the investments envisaged by the Industrial Plan.
For purely illustrative purposes, assuming a starting equity position consistent with the Plan's assumptions and the effects of the recovery plan, the Board deems it useful to represent the effects of the operation in different collection scenarios.
Scenario A – Subscription equal to 25% of the maximum amount Item | Euro million
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Estimated net equity | 1.8 AUCAP subscription | 1.5 Pro-forma net equity | 3.3
Scenario B – Subscription equal to 50% of the maximum amount Item | Euro million
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Estimated net equity | 1.8 AUCAP subscription | 3.0 Pro-forma net equity | 4.8
Scenario C – Subscription equal to 100% of the maximum amount Item | Euro million
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Estimated net equity | 1.8 AUCAP subscription | 6.0 Pro-forma net equity | 7.8
The simulations above are for illustrative purposes only and do not constitute definitive forecasts or estimates.
However, they highlight how the transaction has positive effects on the Company's equity structure, even in the event of partial subscription.
In particular, the transaction contributes to:
• increasing own funds;
• improving equity ratios;
• strengthening investment capacity;
• supporting the continuity of industrial development;
• reducing the risk of future financial tensions.
The Board therefore believes that the transaction is suitable for generating significant benefits for the Company and all stakeholders.
8. Dilutive effects The transaction will involve the issuance of new shares and may result in dilutive effects for Shareholders who do not fully exercise their pre-emptive rights.
However, as of the date of this Report, it is not possible to quantify these effects precisely.
The issue price, the subscription ratio, the definitive number of shares to be issued, and the other executive elements of the transaction will in fact be determined by the Board of Directors following the shareholders' meeting approval.
Precise information regarding the dilutive effects of the transaction will be provided in the information documentation that will be prepared in proximity to the start of the offering and, in particular, in the prospectus.
The Board of Directors highlights that the structure of the transaction, based on the full recognition of the pre-emptive right in favor of all Shareholders, was expressly designed to allow Shareholders to maintain their stake in the share capital unchanged if they fully exercise their rights.
9. INVOLVEMENT OF STRATEGIC INVESTORS AND MANAGEMENT OF ANY UNEXERCISED RIGHTS
9.1 Principle of equal treatment of Shareholders The Board of Directors highlights that the capital increase transaction is structured in full compliance with the pre-emptive right provided for by art. 2441, paragraph 1, of the Italian Civil Code and the principle of equal treatment of Shareholders.
The capital increase does not include any reserved tranche or any preferential subscription right in favor of specific investors.
All new shares will therefore be offered in pre-emption to the Company's Shareholders in proportion to the shares held by them.
Any involvement of strategic or financial investors may only occur after the conclusion of the pre-emptive offering phase and the further procedures provided for by the applicable regulations for the management of unexercised rights.
9.2 Participation of strategic investors As part of the implementation of the Recovery Plan, the Company has initiated a process aimed at supporting the commitment of the majority shareholder with additional investors capable of contributing to the strengthening of the Company's equity, in line with the objectives of economic, equity, and financial rebalancing pursued by the industrial recovery plan.
In this context, Hemlock West LLC has entered into a binding commitment to subscribe, in the event of allocation of shares remaining unexercised at the end of the pre-emptive offering, to a portion of the capital increase intended for the injection of new finance provided for by the Recovery Plan. This commitment does not grant any reserved subscription right nor does it limit the exercise of the pre-emptive right belonging to the Shareholders and is exclusively part of the procedures provided for the management of any unexercised rights. The commitment undertaken by Hemlock West LLC does not replace that already undertaken by the majority shareholder, Giuliana Bertozzi, but is in addition to it.
With reference to CLG Capital LLC, advanced discussions are underway aimed at finalizing an agreement whereby, again within the scope of the potential management of unexercised shares, CLG Capital LLC would undertake to convert the convertible bonds currently held by it and not yet converted, issued as part of the existing convertible bond loan (Convertible Bond), into newly issued shares resulting from the capital increase.
The transaction under consideration also provides for the recognition to CLG Capital LLC of a minimum return, the satisfaction of which would occur exclusively through the allocation of equity instruments, without any financial outlay by the Company. This mechanism, if finalized, would be consistent with the equity strengthening objectives pursued by the Recovery Plan, allowing the transformation of a company debt into net equity and consequently contributing to the consolidation of its equity structure.
It is understood that any participation by CLG Capital LLC will be subject to the finalization of the relevant contractual documentation and will, in any case, take place in compliance with the applicable regulations and the procedures provided for the potential placement of unexercised shares.
9.3 Commitments and contributions of shareholder Giuliana Bertozzi The Board of Directors highlights that shareholder Giuliana Bertozzi has already provided significant financial resources to the Company to support the recovery process. In particular, Euro 690,000 were originally disbursed during 2024 as shareholder loans and subsequently allocated, through waiver of the related credit, to contributions for future capital increases, while further payments were made during 2026 for a total of approximately Euro 140,000.
These amounts may be used within the capital increase operation in accordance with procedures consistent with the applicable regulations during the pre-emptive offering phase and in compliance with the principle of equal treatment of Shareholders.
The planned conversion of this amount is an element of significant importance for the structure of the transaction as it determines:
• an increase in the Company's own funds;
• a reduction in financial exposure to shareholders;
• an immediate equity strengthening;
• an alignment of the interests of the controlling shareholder with those of the other shareholders.
The Board further highlights that the support of the controlling shareholder is not limited to the conversion of the aforementioned loan.
The reference shareholder has indeed expressed its willingness to support the Recovery Plan throughout its execution and to participate, within the limits permitted by applicable regulations and in compliance with market rules, in any equity strengthening initiatives that may become necessary (where obviously and to the extent that Hemlock West does not fulfill its commitment).
In this context, the Board believes that the support of the controlling shareholder represents an important element for the stabilization of the Recovery Plan and a risk mitigation factor associated with its execution.
This support also constitutes a positive signal to the market and demonstrates the reference shareholder's confidence in the Company's development prospects.
Any participation by shareholder Giuliana Bertozzi in the subscription of unsubscribed shares may occur exclusively within the procedures provided for the management of any unsubscribed shares.
9.4 Delegation to the Board of Directors for the management of unsubscribed shares The Board of Directors believes it is appropriate for the Shareholders' Meeting to grant it the power to place any shares that remain unsubscribed following the rights offering and other procedures provided for by applicable regulations.
This power will allow the Board of Directors to identify, in compliance with current regulations and in the Company's interest, the most suitable methods for completing the capital strengthening process pursued by the transaction.
In particular, the Board of Directors shall be authorized to negotiate and define, even after the conclusion of the rights offering, agreements with strategic, industrial, or financial investors potentially interested in subscribing to the unsubscribed shares, including parties that have already expressed preliminary interest in the transaction.
As part of this activity, the Board of Directors shall also be authorized to evaluate, negotiate, and define any agreements with CLG Capital LLC aimed at allowing such party to participate in the Company's capital strengthening transaction, including through the subscription of unsubscribed capital increase shares by way of set-off of claims that meet the requirements of certainty, liquidity, and enforceability required by applicable regulations. To this end, the Board of Directors may define, in compliance with applicable regulations and the resolutions already passed by the Shareholders' Meeting, the technical methods for utilizing the convertible bonds still outstanding and any claims arising from the related contractual relationships, including the possibility of proceeding, where the legal prerequisites are met, with the subscription of shares by way of set-off of claims that meet the requirements of certainty, liquidity, and enforceability required by law.
It is understood that the concrete execution methods of these operations will be defined by the Board of Directors, taking into account the results of ongoing discussions with the Company's legal advisors, the corporate interest, market conditions, and the objective of maximizing the capital strengthening pursued by the transaction.
The Shareholders' Meeting is therefore called upon to grant the Board of Directors the broadest operational flexibility in managing any unsubscribed shares and in defining the related subscription methods, while respecting applicable regulations and the principle of equal treatment of Shareholders.
9.5 Maximum duration of the unsubscribed share management phase The Board of Directors proposes that the Shareholders' Meeting grant it the power to place any unsubscribed shares within a maximum period of twelve months from the conclusion of the rights offering.
This provision is aimed at ensuring the necessary operational flexibility in seeking interested investors and defining the related subscription conditions, while maintaining the objective of maximizing the Company's capital strengthening and protecting the corporate interest.
10. STATUTORY AMENDMENTS AND RIGHT OF WITHDRAWAL
If the proposal to grant the Delegation is approved by the Extraordinary Shareholders' Meeting, it will be necessary to proceed with the related amendment of Article 4 of the Articles of Association, by inserting a new paragraph to reflect the resolution passed by the Shareholders' Meeting.
The current text of Article 4 of the Articles of Association is provided below, along with the comparison column relating to the proposed amendments (amendments are shown in bold).
Current Text Proposed Text Article 4 - The share capital of the Company is subscribed and paid up for a total of Euro
24,758,678
(twenty-four million seven hundred fifty-eight thousand six hundred seventy-eight/00) divided into
105,676,827
(one hundred five million six hundred seventy-six thousand eight hundred twenty-seven/00) shares with no nominal value expressed. Each share grants one vote. The shares are freely transferable in compliance with the provisions of the law in force.
The Extraordinary Shareholders' Meeting on October 13, 2020 resolved to issue a convertible bond loan in newly issued ordinary shares of the Company reserved for Atlas Special Opportunities LLC - and/or a third party other than Atlas Special Opportunities LLC, as may be designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 10,500,000.00 consisting of a maximum of 42 bonds with a unit value of Euro 250,000.00, excluding the pre-emption right, pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code and, consequently, to increase the share capital in a divisible manner to service the conversion of said loan for a maximum amount of Euro 10,500,000.00 including share premium, to be paid up in one or more installments, by the final subscription date set at December 15, 2024, by issuing new ordinary shares of the Company with no nominal value expressed, having the same enjoyment and characteristics as the ordinary shares in circulation on the date of issue, all under the terms and conditions indicated in the relevant shareholders' meeting minutes. Article 4 - The share capital of the Company is subscribed and paid up for a total of Euro
24,758,678
(twenty-four million seven hundred fifty-eight thousand six hundred seventy-eight/00) divided into
105,676,827
(one hundred five million six hundred seventy-six thousand eight hundred twenty-seven/00) shares with no nominal value expressed. Each share grants one vote. The shares are freely transferable in compliance with the provisions of the law in force.
The Extraordinary Shareholders' Meeting on October 13, 2020 resolved to issue a convertible bond loan in newly issued ordinary shares of the Company reserved for Atlas Special Opportunities LLC - and/or a third party other than Atlas Special Opportunities LLC, as may be designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 10,500,000.00 consisting of a maximum of 42 bonds with a unit value of Euro 250,000.00, excluding the pre-emption right, pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code and, consequently, to increase the share capital in a divisible manner to service the conversion of said loan for a maximum amount of Euro 10,500,000.00 including share premium, to be paid up in one or more installments, by the final subscription date set at December 15, 2024, by issuing new ordinary shares of the Company with no nominal value expressed, having the same enjoyment and characteristics as the ordinary shares in circulation on the date of issue, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting on October 13, 2020, also resolved to assign n. 1,500,000 warrants free of charge to Atlas Special Opportunities together with the first tranche of the convertible bond issuance - and/or to a third party with respect to Atlas Special Opportunities, as possibly designated pursuant to existing agreements or assignee thereof - which will grant the holder the right to subscribe for a maximum of n. 1,500,000 ordinary shares of Mondo TV, with no stated nominal value, newly issued at a price of Euro 3.00 per share, including premium and, consequently, to increase the share capital, to service the exercise of the warrants, in a divisible manner, with exclusion of the pre-emption right pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code, for a total amount of Euro 4,500,000.00 (including premium), to be paid up also in several installments, within the final subscription term set at five years from the issuance date of the warrants, by subscribing for a maximum of n. 1,500,000 ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding on the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting on April 29, 2022, resolved the issuance of a convertible bond loan into newly issued ordinary shares of the Company reserved for Atlas Capital Markets LLC - and/or to a third party with respect to Atlas Capital Markets LLC, as possibly designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 9,500,000.00 consisting of a maximum of n. 38 bonds with a unit value of Euro 250,000.00, with exclusion of the pre-emption right, pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code and, consequently, to increase the share capital in a divisible manner to service the conversion of said loan for a maximum amount of Euro 9,500,000.00 including premium, to be paid up in one or more installments, within the final subscription term set for April 29, 2027. The extraordinary shareholders' meeting on October 13, 2020, also resolved to assign n. 1,500,000 warrants free of charge to Atlas Special Opportunities together with the first tranche of the convertible bond issuance - and/or to a third party with respect to Atlas Special Opportunities, as possibly designated pursuant to existing agreements or assignee thereof - which will grant the holder the right to subscribe for a maximum of n. 1,500,000 ordinary shares of Mondo TV, with no stated nominal value, newly issued at a price of Euro 3.00 per share, including premium and, consequently, to increase the share capital, to service the exercise of the warrants, in a divisible manner, with exclusion of the pre-emption right pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code, for a total amount of Euro 4,500,000.00 (including premium), to be paid up also in several installments, within the final subscription term set at five years from the issuance date of the warrants, by subscribing for a maximum of n. 1,500,000 ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding on the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting on April 29, 2022, resolved the issuance of a convertible bond loan into newly issued ordinary shares of the Company reserved for Atlas Capital Markets LLC - and/or to a third party with respect to Atlas Capital Markets LLC, as possibly designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 9,500,000.00 consisting of a maximum of n. 38 bonds with a unit value of Euro 250,000.00, with exclusion of the pre-emption right, pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code and, consequently, to increase the share capital in a divisible manner to service the conversion of said loan for a maximum amount of Euro 9,500,000.00 including premium, to be paid up in one or more installments, within the final subscription term set for April 29, 2027.
by issuing new ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting held on April 29, 2022, also resolved to gratuitously assign no. 1,500,000 warrants to Atlas Capital Markets together with the first tranche of the convertible bond issuance - and/or to a third party other than Atlas Capital Markets, as may be designated pursuant to existing agreements or assignee thereof - which will grant the holder the right to subscribe for a maximum of no. 1,500,000 newly issued Mondo TV ordinary shares, with no stated nominal value, at a price of Euro 1.875 per share, including premium; and, consequently, to increase the share capital, to service the exercise of the warrants, in a divisible manner, with exclusion of the pre-emptive subscription rights pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code, for a total amount of a maximum of Euro 3,000,000.00 (including premium), to be paid up also in installments, within the final subscription term set at five years from the issuance date of the warrants, by subscribing for a maximum of no. 1,500,000 ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting held on December 11, 2023, resolved to issue a convertible bond loan into newly issued ordinary shares of the Company reserved for CLG Capital LLC - and/or to a third party other than CLG Capital LLC, as may be designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 7,500,000.00 consisting of a maximum of no. 60 bonds with a unit value of Euro 125,000.00, with exclusion of pre-emptive subscription rights, pursuant to art. 2441, paragraphs 5 and by issuing new ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting held on April 29, 2022, also resolved to gratuitously assign no. 1,500,000 warrants to Atlas Capital Markets together with the first tranche of the convertible bond issuance - and/or to a third party other than Atlas Capital Markets, as may be designated pursuant to existing agreements or assignee thereof - which will grant the holder the right to subscribe for a maximum of no. 1,500,000 newly issued Mondo TV ordinary shares, with no stated nominal value, at a price of Euro 1.875 per share, including premium; and, consequently, to increase the share capital, to service the exercise of the warrants, in a divisible manner, with exclusion of the pre-emptive subscription rights pursuant to art. 2441, paragraphs 5 and 6, of the Italian Civil Code, for a total amount of a maximum of Euro 3,000,000.00 (including premium), to be paid up also in installments, within the final subscription term set at five years from the issuance date of the warrants, by subscribing for a maximum of no. 1,500,000 ordinary shares of the Company with no stated nominal value, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting held on December 11, 2023, resolved to issue a convertible bond loan into newly issued ordinary shares of the Company reserved for CLG Capital LLC - and/or to a third party other than CLG Capital LLC, as may be designated pursuant to existing agreements or assignee thereof - for a maximum total nominal amount of Euro 7,500,000.00 consisting of a maximum of no. 60 bonds with a unit value of Euro 125,000.00, with exclusion of pre-emptive subscription rights, pursuant to art. 2441, paragraphs 5 and
6, c.c. and, consequently, to increase the share capital in a divisible manner to service the conversion of said loan for a maximum amount of Euro 7,500,000.00 including premium, to be paid up in one or more tranches, by the final subscription deadline set for December 11, 2028, through the issuance of new ordinary shares of the Company with no nominal value expressed, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting held on December 11, 2023, also resolved to assign n. 2,250,000 warrants free of charge to CLG Capital together with the first tranche of convertible bond issuance - and/or to a third party other than CLG Capital, as may be designated pursuant to existing agreements or assignee thereof - which will grant the holder the right to subscribe for a maximum of n. 2,250,000 newly issued ordinary shares of Mondo TV, with no nominal value expressed, at a price of Euro 1.00 per share, including premium; and, consequently, to increase the share capital, to service the exercise of the warrants, in a divisible manner, with exclusion of the pre-emption right pursuant to art. 2441, paragraphs 5 and 6, c.c. for a total amount of a maximum of Euro 2,250,000.00 (including premium), to be paid up also in multiple tranches, by the final subscription deadline set at three years from the issuance date of the warrants, through the subscription of a maximum of n. 2,250,000 newly issued ordinary shares of the Company with no nominal value expressed, having the same rights and characteristics as the ordinary shares outstanding as of the issuance date, all under the terms and conditions indicated in the relevant shareholders' meeting minutes.
The extraordinary shareholders' meeting of July 30, 2026, resolved to grant the Board of Directors a delegation, pursuant to article 2443 of the civil code, to increase the share capital of the Company, for payment and in a divisible manner, in one or more tranches, also in multiple installments, for a period of 12 months from the date of this resolution and for a maximum total amount of Euro 6,000,000.00 (six million/00), including any premium, through the issuance of ordinary shares, with no nominal value expressed, and with regular rights as of the date of their respective issuance, to be offered in pre-emption to entitled parties pursuant to article 2441 of the civil code.
For the purposes referred to above, the extraordinary shareholders' meeting has granted the Board of Directors the broadest powers in this regard, including, but not limited to, the powers to: (i) determine the subscription price of the shares to be offered in pre-emption, and in particular the portion to be allocated to share capital and that to be allocated to premium; (ii) determine the maximum number of shares to be issued and the relevant pre-emption ratio, provided that the newly issued shares will have the same characteristics – including in terms of rights – as those outstanding; (iii) determine the timing for the execution of the relevant capital increase operation, in particular for the commencement of the offer of pre-emption rights, as well as the subsequent stock market offering of any rights remaining unsubscribed at the end of the subscription period, and to dispose of the unsubscribed shares at the end of the stock market offering; (iv) proceed with the placement of any shares remaining unsubscribed, for which purpose the Board of Directors will be authorized, for a maximum period of twelve months from the conclusion of the pre-emption offer, to identify professional investors, institutional investors, existing shareholders or other interested parties and to define with them the methods and conditions for subscribing to any shares remaining unsubscribed, in compliance with applicable regulations and in the interest of the Company; and (v) determine the terms of execution of each tranche of capital increase for the purposes of article 2439, paragraph 2, of the civil code, as well as any other element necessary for the purposes referred to above.
The amendments to the Articles of Association described above do not give rise to any withdrawal rights for shareholders who have not participated in the resolutions that are the subject of this Report.
Please note that, following the execution of the Rights Issue, the Articles of Association will be amended – possibly on multiple occasions – in order to update the Company's share capital and the number of shares in accordance with the law.
11. PROPOSAL FOR RESOLUTION
In light of the considerations set out in this Explanatory Report, the Board of Directors submits the following proposal for resolution to the Extraordinary Shareholders' Meeting.
Proposal
“The Extraordinary Shareholders' Meeting of Mondo TV S.p.A.
• having examined the Explanatory Report of the Board of Directors;
• having acknowledged the reasons, purposes, and objectives of the transaction described therein;
• considering the consistency of the transaction with the Recovery Plan prepared by the Company within the framework of the Negotiated Crisis Resolution procedure, which concluded successfully;
• deeming that the transaction is in the interest of the Company and its Shareholders;
• having acknowledged the applicable legal and regulatory provisions;
resolves
1. Approval of the capital increase to approve a paid-up capital increase, divisible, in one or more tranches, of Mondo TV S.p.A., for a maximum total amount of Euro 6,000,000.00 (six million/00), including any share premium, for a period of 12 months from the date of this resolution, by issuing Mondo TV ordinary shares having the same characteristics as those already in circulation and regular enjoyment, to be offered in option to Shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code.
2. Divisible nature to establish that the capital increase is divisible in accordance with Article 2439, second paragraph, of the Italian Civil Code and that, therefore, the share capital will be deemed increased by an amount equal to the subscriptions collected within the final execution period of the transaction established by the Board of Directors.
3. Delegation of powers to the Board of Directors to grant the Board of Directors all the broadest powers to execute this resolution and, in particular, to:
a) determine the issue price of the new shares, taking into account, among other things, the prevailing market conditions on the date of determination of the final terms of the relevant rights issue, the performance of the share price of Mondo TV S.p.A. ordinary shares, the economic, asset, and financial situation of Mondo TV S.p.A., as well as market practice for similar transactions;
b) determine any share premium;
c) determine the number of shares to be issued, provided that the newly issued shares will have the same characteristics – including in terms of enjoyment – as those in circulation, and will be offered in option to Shareholders in proportion to their shareholding, proceeding with any rounding of the number of shares and also having the option, for the purpose of squaring the transaction within the aforementioned terms, to reduce the quantity of rights not exercised to be offered on the Stock Exchange;
d) determine the option ratio due to Shareholders;
e) proceed with the placement of any unsubscribed shares; for this purpose, the Board of Directors will be authorized, for a maximum period of twelve months from the conclusion of the rights offering, to identify professional investors, institutional investors, existing shareholders, or other interested parties and to define with them the terms and conditions for the subscription of any unsubscribed shares, in compliance with applicable regulations and in the interest of the Company;
f) determine the subscription period and the offering calendar, particularly for the commencement of the offering of subscription rights, as well as the subsequent stock exchange offering of any rights not exercised at the end of the subscription period, and to dispose of the unsubscribed shares at the end of the stock exchange offering;
g) prepare, approve, and publish all documentation required by applicable regulations;
h) prepare, file, and finalize the information prospectus and any further document required by the competent Authorities;
i) determine the terms, including the execution of each tranche of the capital increase for the purposes of Article 2439, paragraph 2, of the Italian Civil Code, the conditions, and the execution methods of the transaction;
j) make to this resolution all amendments, integrations, or clarifications that may be necessary or appropriate for its execution or requested by the competent Supervisory Authorities;
k) ascertain the final amount of the subscribed and paid-up capital increase and to make the consequent amendments to the Articles of Association resulting from the execution of the transaction.
4. Powers for compliance to grant the Board of Directors and, through it, the Chairman of the Board of Directors and Chief Executive Officer, with the power to sub-delegate, all the broadest powers necessary or even just appropriate to execute this resolution, to carry out all the formalities required by applicable regulations and to make any amendments, additions, or deletions that are deemed necessary or even just appropriate for registration with the Companies' Register or requested by the competent Authorities, as well as to generally perform all that is necessary for the complete execution of the resolutions, with any and all powers necessary and appropriate for this purpose, none excluded and without exception, including the power to potentially request the admission to listing of the ordinary shares and to proceed with the filing and publication of the attestations provided for by Article 2444 of the Italian Civil Code and the power to proceed, from time to time, with the filing with the Companies' Register, pursuant to Article 2436 of the Italian Civil Code, of the updated Articles of Association regarding the amount of share capital and the number of shares.
12. CONCLUSIONS
The Board of Directors believes that the proposed transaction represents a fundamental step in the Company's path of capital consolidation and industrial development.
The successful conclusion of the Negotiated Crisis Resolution procedure, subject to the Court's approval of the agreement with the Ade, has enabled the achievement of results of significant importance in terms of financial rebalancing, debt reduction, and recovery of business continuity.
The capital increase subject of this Report is placed in a subsequent and distinct phase compared to that of the restructuring itself.
It is not, in fact, intended to address an emergency situation, but rather to consolidate the positive effects already achieved and to potentially provide the Company with the resources necessary to support its future development.
The Board believes that the transaction is fully consistent:
• with the Restructuring Plan;
• with the Company's strategic objectives;
• with the industrial and commercial development prospects outlined by management;
• with the corporate interest and the interest of all Shareholders.
For these reasons, the Board of Directors invites Shareholders to approve the proposed resolution illustrated above.
Rome, June 26, 2026
Chief Executive Officer