Mondo TV S.p.A.
registered office in Rome, Via Brenta n. 11, share capital Euro 24,803,951 fully paid-up tax code and registration number with the Companies' Register of Rome 07258710586
R.E.A. RM – 604174
NOTICE OF CONVENING OF AN EXTRAORDINARY SHAREHOLDERS' MEETING
The Shareholders of Mondo TV S.p.A. (the "Company") are hereby convened for an Extraordinary Shareholders' Meeting, in a single call, on July 30, 2026, at 10:00 AM, at the Company's registered office in Rome, Via Brenta n. 11, to discuss and resolve on the following
AGENDA
1. Paid-up share capital increase, divisible, with recognition of pre-emptive rights pursuant to art.
2441, paragraph 1, of the Italian Civil Code, for a maximum total amount of Euro 6,000,000.
Granting the Board of Directors the necessary powers to determine the final conditions of the transaction, for its execution and for the management of any unexercised shares, including through placement with third parties for a maximum period of twelve months following the conclusion of the offer. Consequent amendments to the articles of association. Related and consequent resolutions.
RIGHT TO ATTEND AND VOTE
Pursuant to art. 83-sexies of Legislative Decree no. 58 of February 24, 1998 ("TUF"), the right to attend the Meeting and exercise the voting right is certified by a communication to the Company made by the authorized intermediary, in accordance with its accounting records, in favor of the person entitled to vote.
The intermediary's communication must be made based on the records as of the close of the accounting day of the seventh market day preceding the date set for the Meeting, i.e., July 21, 2026 ("record date").
Those who are shareholders only after this date will not have the right to participate and vote at the Meeting.
The intermediaries' communications must reach the Company by the end of the third market day preceding the date set for the Meeting, and therefore by July 27, 2026, provided that the right to attend and vote exists if the communications reach the Company after this deadline, but before the start of the meeting proceedings.
REPRESENTATION AT THE MEETING
Any person entitled to attend the Meeting may be represented by written proxy in accordance with current legal provisions.
The proxy may be granted by signing the appropriate form available on the Company's website in the section dedicated to this Meeting or by any other means provided for by applicable regulations.
The proxy may be notified to the Company by certified email or according to the further methods indicated on the Company's website.
The Company has not appointed a representative pursuant to art. 135-undecies of Legislative Decree 58/1998.
RIGHT TO ASK QUESTIONS BEFORE THE MEETING
Pursuant to art. 127-ter of the TUF, those entitled to vote may ask questions on the matters on the agenda even before the Meeting.
Questions must reach the Company by July 21, 2026, according to the procedures published on the Company's website.
Questions received by the aforementioned deadline will be answered by July 28, 2026, by publication on the Company's website in the section dedicated to this Meeting.
The Company may provide a single answer to questions with the same content.
ADDITION TO THE AGENDA AND SUBMISSION OF NEW RESOLUTION PROPOSALS
Pursuant to art. 126-bis of the TUF, Shareholders who, even jointly, represent at least one-fortieth of the share capital may request, within ten days of the publication of this notice, the addition of items to the agenda or submit further resolution proposals on matters already on the agenda.
Requests must be submitted in writing and accompanied by a report stating the reasons for the proposed resolutions on new matters to be discussed or the reasons for the further proposed resolutions submitted on matters already on the agenda.
Any additions to the agenda or submission of further resolution proposals will be made known in accordance with current regulations.
SHARE CAPITAL
As of the date of this notice, the Company's subscribed and paid-up share capital amounts to Euro 24,803,951 and is represented by no. 107,376,827 ordinary shares without an expressed nominal value, each of which grants the right to one vote at the Company's Shareholders' Meetings.
The Company does not hold treasury shares.
DOCUMENTATION RELATING TO THE MEETING
The documentation relating to the Extraordinary Shareholders' Meeting, including:
• the Explanatory Report of the Board of Directors regarding the proposed share capital increase;
• the text of the proposed resolutions;
• any further documentation required by current regulations;
will be made available to the public within the legal deadlines at the registered office, on the Company's website in the "Investor Relations" section, and at the authorized storage mechanism eMarket STORAGE.
The Explanatory Report prepared by the Board of Directors contains information regarding the reasons for the proposed transaction, the objectives pursued by the Company, the expected equity, economic, and financial effects, the main risk factors connected to the transaction submitted for shareholder approval, as well as its consistency with the Recovery Plan and the Company's development prospects.
The Explanatory Report prepared by the Board of Directors also contains information regarding the effects of the proposed transaction on the Company's equity, economic, and financial situation, as well as the assumptions, purposes, and assumptions of the Recovery Plan within which it is included.
Shareholders are invited to carefully review the meeting documentation before casting their vote.
FURTHER INFORMATION
Any information regarding:
• share capital;
• right to attend and vote;
• exercise of representation;
• right to ask questions before the Meeting;
• addition to the agenda;
• meeting documentation;
is available at the registered office, on the Company's website in the "Investor Relations" section, and at the authorized storage mechanism eMarket STORAGE.
Rome, June 30, 2026
For the Board of Directors The Chief Executive Officer