MFE Mediaforeurope N : 03.05.2024 - EXPLANATORY DOCUMENT ON THE LTI PLAN 2024-2026

MFE-MEDIAFOREUROPE N.V.:

EXPLANATORY DOCUMENT ON THE MEDIUM/LONG-TERM INCENTIVE AND LOYALTY PLAN FOR THE YEARS 2024, 2025, AND 2026 FOR MFE GROUP DIRECTORS AND MANAGERS

This explanatory document (the "Document") provides information on the medium/long-term incentive and loyalty plan for the fiscal years 2024, 2025, and 2026 (the "Plan") for directors, key officers, and employees of MFE-MEDIAFOREUROPE N.V. ("MFE" or the "Company") group in compliance with article 114-bis of the Italian consolidated financial act ("TUF").

This Document has been prepared by the MFE board of directors ahead of MFE shareholders annual general meeting called for 19 June 2024 to pass, inter alia, the proposal to adopt the Plan pursuant to articles 114-bis TUF and 2:135, § 5, of the Dutch civil code (the "General Meeting").

This Document is made available to the public at MFE Italian office in Cologno Monzese (Milan, Italy), viale Europa No. 46, and it is also published on MFE website («Governance» > «Shareholders' Meeting» area) at www.mfemediaforeurope.com/en/and on the storage system eMarket Storage at www.emarketstorage.com.

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Definitions

For the purposes of this Document, and in addition to the terms already defined elsewhere in this Document, the terms indicated below have the meaning attributed to them as follows:

"Adjusted Group Net Result" means the «net profit for the year attributable to the equity shareholders of the parent company» recorded in the consolidated statement of income included in the Group consolidated annual report, as potentially adjusted, on the basis of the application of the "dividend method" (instead of the "equity method") in reporting the accounting value of investee companies over which MFE exercises significant influence. Such adjustment can be made by the Board of Directors for the purposes of this Plan only and to substantially maintain unchanged its economic and incentive content.

"Application Form" means the form prepared by the Company transmitted together with the Participation Notice, which shall be accepted by the Recipients to join the Plan.

"Award Date" means the date on which the Board of Directors awards, upon the proposal of the Committee, the Basic Rights and the Matching Rights to the Recipients.

"Award Notice" means the notice addressed by the Company to the Recipients, notifying that certain Basic Rights and Matching Rights have been awarded.

"Basic Right" means the rights awarded to the Recipient at the Award Date. The number of Basic Rights awarded to the Recipient calculating by dividing: (i) the Portion of the Short-Term Incentive Carried Over to the Plan; by (ii) the Market Price of the Shares as at the Award Date, rounded down to nearest integer.

"Board of Directors" means the board of directors of the Company.

"Committee" means the nomination and remuneration committee composed by and within the Board of Directors.

"CO2 Emissions" mean the total emissions related to scope 1 as indicated in the non-financial information contained in the Group consolidated annual report.

"Cycle" means each of the 3 3-year cycles beginning on the first day of each Reference Year.

"Delivery Date" means the date, following to the end of the Vesting Period, on which the Company delivers a number of Shares equal to the number of the Rights vested (upon the proposal of the Committee) after determining to what extent the Performance Objectives have been attained and verifying that the Work Relationship is ongoing as at the end of the Vesting Period.

"Eligible Recipient" means: (i) any member of the Board of Directors; and (ii) any officer or employee of the Company and/or a Subsidiary, provided that such person performs key strategic functions within the Group (as determined by the Board of Directors) and is a beneficiary of the Short-Term Incentive Plan for the Reference Year.

"Euronext Milan" means the Italian regulated market Euronext Milan organised and managed by Borsa Italiana S.p.A.

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"Free Cash Flow" means the «free cash flow» recorded in the consolidated condensed cash flow statement included in the Board of Directors report on operations contained in the Group consolidated annual report.

"Group" means the Company and its Subsidiaries.

"Market Price of the Shares" means the arithmetic average of the official prices of the Shares as recorded on Euronext Milan during the 30 days before the Award Date.

"Matching Rights" mean the rights awarded free of charge to the Recipient by the Board of Directors, which are equal to the number of the corresponding Basic Rights comprised in the relevant award of Rights.

"Participation Notice" means the written notice addressed by the Company to the Recipients, notifying the participation in a given Cycle. The Participation Notice is transmitted together with the Application Form, the Plan, and the Regulations. By signing the Application Form and sending it back to the Company, Recipients fully and unconditionally accept the Plan. In the Application Form, Recipients shall also notify the Company of the Portion of the Short-Term Incentive Carried Over to the Plan.

"Performance Objectives" mean the performance objectives that will be assessed to determine the percentage of Rights vested. These objectives will be set by the Board of Directors upon the proposal of the Committee and will pertain to the Group results as defined in the Regulations.

"Portion of the Short-Term Incentive Carried Over to the Plan" means the portion equal to 25% or 50% of the Short-TermIncentive Target Bonus for the Reference Year which a Recipient intends to convert into a Basic Rights award by opting for it in the Application Form.

"Recipient" means any Eligible Recipient identified by the Board of Directors upon the proposal of the Committee according to the employment category of each Recipient to be awarded the Rights under the Plan.

"Reference Year" means:

1. for the first Cycle, the year 2024;
2. for the second Cycle, the year 2025; and
3. for the third Cycle, the year 2026.

"Regulations" mean the implementing regulations of the Plan to be adopted by the Board of Directors, governing the terms, conditions, and procedures for the full implementation of the Plan.

"Rights" mean the Basic Rights and Matching Rights awarded to Recipients under the terms and conditions set out in this Document, as implemented by the Regulations. Each Right grants the Recipients the right to be delivered one Share. For these Rights to vest and consequently for the underlying Shares to be delivered free of charge, the Board of Directors will first determine to what extent the Performance Objectives have been attained, while the relevant functions of the

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Company will verify whether the Work Relationship is ongoing as at the end of the Vesting Period.

"Share" means an "A" ordinary share in the share capital of the Company, having a nominal value of EUR 0.06, listed, inter alia, on Euronext Milan.

"Short-TermIncentive Plan" means the annual short-term incentive plan of the Group.

"Short-TermIncentive Target Bonus" means the variable compensation that the Recipient may be awarded under the Short-Term Incentive Plan for each Reference Year.

"Subsidiaries" mean the subsidiaries of the Company based on the meaning of article 2:24a of the Dutch civil code. For the purposes of the Plan, this excludes subsidiaries whose shares are listed on regulated markets and their subsidiaries.

"TSR" means the total return for the shareholder, calculated according to the following formula:

[(TSR of the Shares x Average volume of the Shares during the period) + (TSR of MFE "B" ordinary shares x Average volume of MFE "B" ordinary shares during the period)] / (Average volume of the Shares + Average Volume of MFE "B" ordinary shares),

where:

1. the average volume is determined as follows:
   (number of shares at the beginning of the period + number of shares at the end of the period) / 2; and
2. TSR of shares is determined as follows:
   [(closing price of shares - opening price of shares) + dividend] / opening price of shares, where:
3. 1. opening price means the arithmetic average of the official prices of the shares calculated during the 30 days before the first day of the 3-year reference period;
   2. closing price means the arithmetic average of the official prices of the Shares calculated during the 30 days before the last day of the 3-year reference period; and
   3. dividends mean the cumulative dividends per share paid out during the 3-year reference period.

"Vesting Period" means the period starting on the Award Date and ending on the last day of the 36th month thereafter.

"Work Relationship" means the corporate or employment relationship existing between each Recipient and the Company or its Subsidiary.

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1 Recipients

1.1 Names of the Recipients who are members of the Board of Directors, of its parent company, and of its Subsidiaries.

The names of the Recipients are unavailable as at the date of this Document, as they will be identified by the Board of Directors after the latter has been authorised to do so by the General Meeting. Therefore, it cannot yet be determined whether these will actually include members of the Board of Directors or boards of directors of any Subsidiaries.

1.2 Categories of the Company employees or other personnel and those of the Company parent company or Subsidiaries.

The Plan is reserved to Eligible Recipients.

1.3 Names of the Recipients under the Plan who fall within the following groups:

1. executive directors of the Company:

Not applicable.

1. other key management personnel of the Company (if not "small size" company within the meaning of article 3, § 1, lett. (f), of Regulation No. 17221 of 12 March 2010) who, during the year, received total compensation (cash-based plus share-based compensation) that is higher than the highest total compensation received by any member of the Board of Directors:

Not applicable.

1. natural persons with a controlling interest in the Company, who are employees of, or otherwise work with, the Group:

Not applicable.

1.4 Description and number (broken down by category) of key management personnel other than those indicated in letter (b) above of this Section 1.3 and any other categories of employees or other personnel for whom the Plan provide for differential treatment.

Not applicable, as the Plan does not provide for differential treatments for any categories of management personnel.

2 Reasons for adopting the Plan

2.1 Plan objectives

The Plan aims to add value for shareholders in the medium-to-long term and to incentivize the Eligible Participants.

The Plan main objectives are the following:

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1. to incentivize Recipients to achieve the managerial performance expected by the Group;
2. to align the interests of Recipients with those of shareholders so as to create value in the medium-to-long term;
3. to build loyalty among key personnel of the Group and to encourage them to remain with the Group;
4. to ensure that the Group remains competitive in the labour market; and
5. to support the Group environmental, social, and governance strategy.

2.2 Key variables (including performance indicators) under the Plan.

After receiving the Participation Notice, the Recipient will be entitled to receive Basic Rights for a portion equal to 25% or 50% of the Short-Term Incentive Target Bonus of that Recipient subject to the procedures and schedules set forth in the Regulations. Should this entitlement arisen, the Recipient shall also be entitled to receive the same number of Matching Rights.

Rights will vest only after the Board of Directors has determined, following consultation with the Committee, to what extent the Performance Objectives have been met, in accordance with the following.

For the purposes of assessing Performance Objectives:

"3-YearFree Cash Flow Target" means the Free Cash Flow target for the 3 years of each Cycle in accordance with the 3-year financial forecasts approved by the Board of Directors.

"3-YearGroup Net Result Adjusted Target" means the Group Net Result Adjusted target for the 3 years of each Cycle in accordance with the 3-year financial forecasts approved by the Board of Directors.

"Actual 3-YearFree Cash Flow" means the 3-year Free Cash Flow actually achieved during the 3 years of the relevant Cycle.

"Actual 3-YearGroup Net Result Adjusted" means the Group Net Result Adjusted actually achieved during the 3 years of the relevant Cycle.

"Actual CO2 Emissions" means the total CO2 Emissions related to the last Cycle of each 3-year period.

"Actual Gender Balance" means the ratio between the number of female managers in the Group and the total number of managers as at the end of the last year of each Cycle.

In particular, the performances related to this indicator will be calculated as shown in the following table:

1st Cycle	Performance
Gender Balance Target +1%	125%

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Gender Balance Target +0.5%	115%
Gender Balance Target	100%
Gender Balance Target -0.5%	85%
Gender Balance Target -1%	60%
Gender Balance Target -1.5%	0%

For the Cycles following the first, the target will be established before the relevant starting date.

"Actual Relative TSR" means the ranking of the TSR of MFE at the end of the last year of the relevant Cycle, compared to the companies included in a sample comprising MFE and 4 other European media competitors (Metropole Television, TF1, ProSieben, and ITV).

Specifically, the performance of this indicator will be calculated as shown in the following table:

Ranking of MFE	Performance
Best TSR	125%
2nd TSR	100%
3rd TSR	85%
4th TSR	60%
5th TSR	0%

"CO2 Emissions Target" means the total CO2 Emissions level defined by the Board of Directors for each Cycle.

"Gender Balance Target" means the reference ratio between the number of female managers in the Group and the total number of managers as defined by the Board of Directors for each Cycle.

"Relative TSR Target" means the ranking of the median TSR of MFE, compared to the companies included in a sample comprising MFE and 4 other European media competitors (Metropole Television, TF1, ProSieben, and ITV).

At the end of each Cycle, the Board of Directors will determine the Actual 3-Year Free Cash Flow, the Actual 3-Year Group Net Result, the Actual Relative TSR (compared to the peers) of MFE across the 3 years of the relevant Cycle, the Actual Gender Balance, and the Actual CO2 Emissions.

The Rights will vest, in whole or in part, and the Recipients will be entitled to the Share, only if the Performance Objectives are met, in whole or in part, in accordance with the following table:

Objectives	Weight
3-Year Adjusted Group Net Result	40%
3-Year Free Cash Flow	40%
Relative TSR	10%
CO2 Emissions	5%
Gender Balance	5%

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The vesting of Rights is determined by the overall performance. The overall performance, in turn, is calculated as the weighted average of the performance attained in each objective. Rights will then vest as follows:

% Performance	% Rights
≥ 125%	125%
120% to 124.9%	120%
115% to 119.9%	115%
110% to 114.9%	110%
105% to 109.9%	105%
100% to 104.9%	100%
95% to 99.9%	90%
90% to 94.9%	80%
85% to 89.9%	70%
80% to 84.9%	60%
75% to 79.9%	50%
< 75%	0%

In addition, the Recipient will only be entitled to receive the Shares if the Work Relationship is ongoing as at the end of the Vesting Period, in each Cycle, as further specified in the Regulations.

Should the Performance Objectives not be achieved, or should the Work Relationship not be ongoing as at the end of the Vesting Period, the Rights will immediately and automatically cease, and the Recipient shall not be entitled to any compensation or indemnity under the Plan.

2.3 Elements or criteria for calculating share-based compensation

For each Reference Year, the Board of Directors, after consultation with the Committee, shall determine the number of Basic Rights and corresponding Matching Rights to be awarded to each Recipient.

The number of Basic Rights awarded is calculated by dividing the Portion of the Short-Term Incentive Carried Over to the Plan by the Market Price of the Shares as at the Award Date, rounded down to nearest integer. The Board of Directors awards the Recipient, free of charge, a number of Matching Rights equal to the number of Basic Rights, as determined above.

All Rights are awarded to the Recipient on a personal basis, they also are non-disposable and non-transferable, and cannot be pledged or otherwise encumbered.

For all Rights to vest, the Work Relationship must be ongoing as at the end of the Vesting Period and the Performance Objectives must be attained.

No later than 90 days from the completion of the Vesting Period, and after having verified to what extent the Performance Objectives have been attained and that the Work Relationship is ongoing as at the end of the Vesting Period, the Company delivers the Shares to the Recipients based on their Rights vested.

2.4 Reasons for any decision to issue share-based compensation plans that use equity instruments unissued by the Company or equity instruments issued by Subsidiaries, parent company, or third companies; if these instruments are not traded on regulated

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markets, the criteria used to measure their value.

Not applicable.

2.5 Assessments of significant tax and accounting implications affecting the definition of the Plan

The structure of the Plan was not influenced by applicable tax legislation or accounting implications.

The Shares delivered to Recipients will be taxed according to the tax and social security regulations in force from time to time.

2.6 Any support for the Plan under the special fund for encouraging worker participation in companies, within the meaning of article 4, § 112, of Italian Law No. 350/2003

Not applicable.

3 Approval procedure and timescale for delivery of the Shares

3.1 Scope of powers and duties granted by the General Meeting to the Board of Directors for the purpose of implementing the Plan

The General Meeting shall resolve upon the following resolutions: (i) to adopt the Plan, granting the Board of Directors adequate powers to manage and implement said Plan by adopting the Regulations; (ii) to authorize the Board of Directors, limited to 1% of the Company issued share capital as at the date of such General Meeting, to issue new Shares and/or grant subscription rights for those Shares, and to exclude any pre-emption rights in connection therewith; and (iii) to authorize the Board of Directors to purchase its own Shares on the market.

3.2 Names of persons in charge of managing the Plan and their roles and responsibilities

The Board of Directors is in charge of the management and implementation of the Plan and oversees the operational management of the Plan.

The Board of Directors may delegate its powers, duties, and responsibilities for the management and implementation of the Plan to one or more of its members, or to one of its committees (including the Committee). In particular, from a strictly operational point of view, the Plan will be managed by the Group human resources department.

3.3 Any procedures in place for revising the Plan, including in relation to changes in the basic objectives

The procedures for revising the Plan shall be defined in the Regulations.

However, generally, the Board of Directors has the power to amend and revise the Plan, among other cases, to make it compliant with the law and regulations from time to time applicable to MFE.

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In addition, if extraordinary circumstances occur, having a material impact on the significance and cohesion of the Performance Objectives, the Board of Directors may evaluate whether to make relevant adjustments to the final assessment of the Performance Objectives set, to substantially maintain the economic content of the Plan unchanged. Extraordinary circumstances do not include, however, events that are solely connected to market trends.

3.4 Description of the methods used to determine the availability and delivery of the Shares under the Plan

The Shares to be delivered under the Plan, will: (i) be provided from Shares issued by the Company that are, or will be, held by the Company itself (treasury shares); or (ii) be issued by the Company for the purposes of the Plan.

As stated under Section 3.1 above, a resolution to grant the Board of Directors adequate powers for the purposes of what has been indicated under points (i) and (ii) above in this Section 3.4 shall be put to vote.

3.5 Role of each director in determining the Plan characteristics and any conflicts of interest for those directors

The Plan has been defined collectively within the Board of Directors with the proactive and consultative support of the Committee, which shall give its opinion on the Regulations as well.

3.6 Date of the resolution passed by the competent body proposing that the General Meeting approve the Plan and any proposals of the Committee

On 2 May 2024, the Board of Directors adopted this Document, submitting it for approval pursuant to article 114-bis TUF to the General Meeting, upon proposal of the Committee, which met on 9 April 2024.

3.7 Date of the decision taken by the competent body for the delivery of Shares and any proposal made to that body by the Committee

The Recipients of the Plan shall be identified by the Board of Directors upon proposal of the Committee as to the categories of those Recipients. This shall occur following the approval of the Plan by the General Meeting pursuant to article 114-bis TUF.

For each Reference Year, the Board of Directors awards the Rights in that same Reference Year in accordance with the procedures and schedules set forth in the Regulations.

3.8 Market price

The Shares official market price, recorded on Euronext Milan on the dates specified in Section

3.6 above, were as follows:

1. on 9 April 2024, EUR 2.5361;
2. on 2 May 2024, EUR 2.7870.

3.9 The terms and procedures under which the Company considers, in determining the

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