Private Media Group (PRVT)

Potential Anti-Takeover Effect

Although the reverse stock split proposal is not intended to have any anti-takeover effect, the Company’s shareholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of the Company or the Company’s Board of Directors more difficult or time consuming, and that the availability of additional authorized and unissued shares might make it more difficult to remove management. Although the Board of Directors currently has no intention of doing so, shares of common stock could be issued by the Board of Directors to dilute the percentage of common stock owned by a significant shareholder and increase the cost of, or the number of, voting shares necessary to acquire control of the Board of Directors or to meet the voting requirements imposed by applicable law with respect to a merger or other business combinations involving the Company.

As described under “Proposal No. 1 - Certain Transactions,” the Company and one of its shareholders have entered into an agreement regarding the composition of the Company’s Board of Directors. This agreement could limit any efforts to effect a takeover or otherwise gain control of the Company or the Company’s Board of Directors.