MFE Mediaforeurope N : First Quarter 2024 Interim Report

INTERIM FINANCIAL REPORT AT 31 MARCH 2024

MEDIAFOREUROPE N.V.

Registered Office: Amsterdam, Netherlands

Headquarters and Tax Residence: Viale Europa 46, 20093 Cologno Monzese, Milan, Italy

Share Capital: EUR 161,649,413.76

Registered with the Dutch Chamber of Commerce (CCI number): 83956859

Italian Tax Code and VAT Number: IT 09032310154

Website: https://www.mfemediaforeurope.com/

SUMMARY
Corporate Boards	1
Financial Highlights	2
Introduction	3
Significant events in the first quarter	5
Summary of Operating Performance and Key Financial Results	7
Events after 31 March 2024	9
Business Outlook	9
Consolidated Financial Statements (reclassified) and Sector Information	11
Alternative Performance Indicators	16

CORPORATE BOARDS

Board of Directors	Chairman
	Fedele Confalonieri
	Chief Executive Officer
	Pier Silvio Berlusconi
	Directors
	Marina Berlusconi
	Stefania Bariatti
	Marina Brogi
	Raffaele Cappiello
	Costanza Esclapon de Villeneuve
	Giulio Gallazzi
	Marco Giordani
	Gina Nieri
	Danilo Pellegrino
	Alessandra Piccinino
	Niccolo' Querci
	Stefano Sala
	Carlo Secchi
Executive Committee	Pier Silvio Berlusconi
	Marco Giordani
	Gina Nieri
	Niccolo' Querci
	Stefano Sala
Audit Committee	Alessandra Piccinino (Chair)
	Raffaele Cappiello
	Carlo Secchi
Nomination and	Stefania Bariatti (Chair)
Remuneration Committee	Marina Brogi
	Carlo Secchi
Environmental Social and	Marina Brogi (Chair)
Governance Committee	Stefania Bariatti
	Giulio Gallazzi
Related Parties Transactions	Costanza Esclapon de Villeneuve (Chair)
Committee	Marina Brogi
	Alessandra Piccinino
Independent Auditors	Deloitte Accountants B.V.

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FINANCIAL HIGHLIGHTS

MAIN INCOME STATEMENT DATA

FY 2023			1st Quarter 2024	1st Quarter 2023
EUR M	%		EUR M	%	EUR M	%
2,810.4	100%	Consolidated Net Revenues	699.8	100%	646.6	100%
1,978.3	70%	Italy	501.9	72%	465.2	72%
833.0	30%	Spain	198.0	28%	181.5	28%
302.3		Operating Result (EBIT)	23.5		19.3
147.2		Italy	(4.8)		(9.6)
154.8		Spain	28.3		28.8
209.2		Group Net Profit	16.8		10.1

MAIN BALANCE SHEET AND FINANCIAL DATA

31st December 2023		31st March 2024	31st March 2023
EUR M		EUR M	EUR M
3,776.8	Net Invested Capital	3,570.4	3,673.4
2,874.0	Total Net Shareholders' Equity	2,893.6	2,941.7
2,869.1	Group Shareholders' Equity	2,888.3	2,728.1
4.9	Non-Controlling Interests	5.3	213.6
902.8	Net Financial Position Debt/(Liquidity)	676.9	731.7
279.6	Free Cash Flow	213.0	158.9
466.4	Investments	180.5	144.9
140.1	Dividends paid by the Parent Company	-	-
2.0	Dividends paid by Subsidiaries	-	0.7

PERSONNEL (*)

31st December 2023		31st March 2024	31st March 2023
	%			%		%
4,971	100%	Workforce (headcount)	5,188	100%	4,870	100%
3,346	67%	Italy	3,481	67%	3,328	68%
1,625	33%	Spain	1,707	33%	1,542	32%

(*) Includes temporary and permanent workforce

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INTRODUCTION

This Interim Financial Report, which has been drawn up voluntarily to provide continuous and regular information on the Group's quarterly consolidated economic and financial performance, has been prepared in accordance with international accounting standards (IAS/IFRS) and in line with the measurement and estimation criteria applied in preparing the Consolidated Financial Statements for the year ended 31 December 2023, to which readers are referred.

The information disclosed in this Report is not comparable to that of complete financial statements prepared in accordance with IAS 1. This Interim Financial Report has the structure and content deemed most appropriate - in terms of factors that contribute to investor decisions - to describe the economic performance and financial position of the Group as a whole and of its main business segments, and to describe the key events and transactions that have occurred during the reporting period.

The consolidated income, financial position and cash flow statements set forth below are presented in a manner consistent with the Report on Operations accompanying the annual Consolidated Financial Statements. As such, figures have been summarised and restated to highlight the interim aggregates considered most significant to understand the performance of the Group and its main business sectors. The alternative performance measures used in these statements are briefly described in the section entitled "Alternative Performance Indicators" at the end of this Interim Financial Report.

The earnings and financial figures contained in this Report refer to the first three months of 2024 and 2023. The figures concerning financial position are as at 31 March 2024 and 31 December 2023.

Unless otherwise indicated, all figures in this report are expressed in millions of euro to one decimal place, whereas the original figures have been recorded and consolidated in thousands of euro. The same is true of all percentages relating to changes between two periods or percentages of net revenue or other indicators.

The language of this Interim Financial Report is English. Certain references to legislation and technical terms have been quoted in their original language so that they may be attributed their correct technical meaning under applicable law.

This Interim Financial Report has not been audited.

From 1 January 2024, the MFE Group (as a Multinational Group that has exceeded the revenue threshold of EUR 750 million for two of the previous four years) falls within the Pillar-Two income tax bracket provided for in Directive 2022/2523 and adopted in Italy by Legislative Decree 209/2023, which aims to ensure a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union.

The Group has applied the mandatory temporary exception provided for by the Amendment to IAS 12 "International Tax Reform-Pillar Two Model Rules", which provides that information on deferred tax assets and liabilities relating to Pillar-Two income taxes are not hereby recognised and disclosed.

Moreover, given the novelty and complexity involved in determining the level of effective taxation, Pillar-Two legislation provides the option (for the first periods in which they are in effect; i.e. the "transitional" rules valid for periods beginning before 31 December 2026 and ending no later than 30 June 2028) to apply simplified "safe harbour" rules (granting an exception from country-by-country reporting) based primarily on the accounting information available for each relevant jurisdiction which, if at least one of three tests is passed will decrease compliance costs and reduce Pillar-Two taxes to nil.

Based on known or reasonably estimable information for the Group, no jurisdictions with an ETR of less than 15% have been identified.

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Interim Financial Report at 31 March 2024

This Report contains forward-looking statements that reflect the management's current outlook of the Group's future development. These forward-looking statements should be evaluated with consideration to risks and uncertainties that are beyond the Group's control and require significant judgment. If the underlying assumptions materialise or prove to be incorrect, the actual risks or opportunities described and the results and developments could differ materially (negatively or positively) from those expressed in these statements. The outlook is based on the estimates made by the Group's management based on all information available at the time of completing this report.

The factors that could cause the actual results and developments to differ from those expressed or implied in the forward-looking statements are included in the "Disclosure of Main risks and uncertainties" section of the Consolidated Annual Report for the year ended 31 December 2023. These factors may not be exhaustive and should be read in conjunction with the other precautionary statements included in the Consolidated Annual Report. The MFE Group assumes no obligation or liability in connection with any inaccuracies in the forward- looking statements made in this Report or in connection with any use by third parties of those forward-looking statements. The MFE Group assumes no obligation to update the forward-looking statements contained in this interim report beyond its statutory disclosure requirements.

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Interim Financial Report at 31 March 2024

SIGNIFICANT EVENTS IN THE FIRST QUARTER

Change in the scope of consolidation

As a consequence of the acquisition by Publitalia'80 of the 50% stake in Mediamond held by Direct Channel S.p.A. (a subsidiary of Arnoldo Mondadori Editore S.p.A.), the company (jointly owned by Publitalia and Mondadori until 31 December 2023, up to which date it was accounted for in the consolidated financial statements using the equity method) and its wholly owned subsidiary Videowall S.r.l. are consolidated on a line- by-line basis commencing 1 January 2024.

Mediamond SpA is the sales house specialised in selling advertising on the Group's television sites and digital properties and on the websites of Mondadori Group agencies and third-party broadcasters. It also collects advertising revenue from digital out-of-home (DOOH) advertising spaces managed by subsidiary Videowall and third parties. The Group's acquisition of this controlling interest in Mediamond strengthens its unique portfolio of the own and third-party assets it manages in Italy in segments of the market with a high growth potential.

In Spain in early March, Grupo Audiovisual Mediaset España Comunicación, S.A.U. ("GAM"), acquired the controlling interest equal to a 70% stake in La Fábrica de la Tele, S.L. (company of which it previously held indirectly, through the wholly-owned subsidiary Producción y Distribución de Contenidos Audiovisuales Mediterráneo S.L.U., a 30% stake consolidated using the equity method). This company, which was fully consolidated from 1 March 2024, provides TV and web content production and advertising campaign creation services to third parties.

The consideration paid for the acquisition of controlling interests in these companies was equal to their net book value. The line-by-line consolidation of these companies did not have any significant impact on the Group's financial results during the period, albeit resulting in the consolidation of additional advertising revenues from own and third-party media and their related direct and operating costs, particularly with regard to Mediamond and Videowall. The Consolidated Net Financial Position for the period saw a net impact of EUR 7.3 million euros in net cash balances as a result of these changes (resulting from the outlays incurred for the acquisition of the controlling interests, less the outstanding cash and cash equivalents of the companies on the acquisition date).

Equity investment in ProSiebenSat1 Media SE

During the first quarter of the year, the Austrian antitrust authorities authorised MFE to exceed the de facto control thresholds provided for in EU and Austrian antitrust law. From an accounting point of view, since there has been no change in the conditions under which MFE ascertained that, since 30 June 2023, it had significant influence over the investee in accordance with IAS 28, the 26.3% share of economic and voting rights continued to be classed as an associated shareholding in the first quarter of 2024 and measured using the equity methods, in continuity with last year. Following the cash-settled unwinding of the outstanding hedging agreements over the 3.3% stake in the share capital of P7S1 entered into in the latter part of the accounting period, MFE's entire investment in P7S1 - currently standing at 29.0% of share capital, which net of treasury shares is equivalent to 29.8% share of economic interests and voting rights (thus also including the 3.3% stake, which until the unwinding date had been classified and accounted for as a financial investment under IFRS 9) - is classified as an investment in associates under IAS 28 from 31 March 2024 onwards.

P7S1 reported a net profit attributable to the parent company's shareholders of EUR 2 million for the quarter (in the same period in 2023, the Company reported a consolidated net loss attributable to the parent company's shareholders of EUR -28 million). This is reflected in the result of EUR +0.5 million recorded in MFE's Consolidated Income Statement, corresponding to its 26.3% share.

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Interim Financial Report at 31 March 2024

At 31 March 2024, the carrying amount of MFE's investment in P7S1 - which includes an implied goodwill of EUR

171.6 million (provisionally, in accordance with IFRS 3) - was higher than its stock market value. In the presence of this indicator, the recoverability of the investment's carrying value was confirmed on the basis of the most recent external evidence available by the reporting date, mainly attributable to consensus forecasts for the stock.

Third-party advertising sub-concession agreements

On 11 March 2024, Digitalia 08 and Dazn renewed their agreement granting Digitalia '08 exclusive rights to advertising sales for Serie A Enilive for the three-yearperiod 2024-2027.This strategic agreement between the sports live streaming platform and the MFE Group's advertising concessionaire was a major contributor to advertising sales during the first 2021-2024rights cycle, generating greater revenue than any previous Serie A deal in history.

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