AGM

Publication of list for appointments to the Board of Directors and the Board of Statutory Auditors

Arnoldo Mondadori Editore S.p.A. would like to inform you that the following documents are available at the company’s registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section):

  • the lists for appointments to the Board of Directors and the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., owner of 139,355,950 shares corresponding to 53.299% of the share capital and 69.853% of the voting rights;
  • the lists for appointments to the Board of Directors and the Board of Statutory Auditors deposited by a group of shareholders consisting of asset management companies and institutional investors holding a total of 15,660,100 shares equal to 989% of the share capital.

The lists are accompanied by the documentation required by the Consob Issuers’ Regulation no. 11971/1999 and by the Company Bylaws.

The shareholders belonging to the grouping of asset management companies and institutional investors ha also filed – also pursuant to Consob Communication no. DEM/9017893 of 26 February 2009 – together with the lists, statements certifying the absence of any association and/or significant relations with shareholders who, also jointly, hold a controlling or relative majority investment, as set out in articles 147-ter, paragraph III, 148, paragraph II of the TUF and 144-quinquies of the Issuer Regulation.

Candidates to the Board of Directors

  • List submitted by the shareholder Fininvest S.p.A.:
  1. Marina Berlusconi
  2. Antonio Porro
  3. Pier Silvio Berlusconi
  4. Alessandro Franzosi
  5. Danilo Pellegrino
  6. Elena Biffi (*)
  7. Francesco Currò
  8. Cristina Rossello
  9. Paola Elisabetta Galbiati (*)
  10. Marina Rubini (*)
  11. Riccardo Perotta (*)
  12. Lara Livolsi (*)
  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
  1. Pietro Bracco (*)
  2. Lucia Giancaspro (*)

(*Candidates declaring their eligibility as independent director

Candidates to the Board of Statutory Auditors

  • List submitted by the shareholder Fininvest S.p.A.:

Standing Auditors

  1. Ezio Simonelli
  2. Francesca Meneghel
  3. Fabrizio Malandra

Substitute Auditors

  1. Annalisa Firmani
  2. Emilio Gatto
  3. Alessia Bastiani
  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

Standing Auditors

  1. Sara Fornasiero

Substitute Auditors

  1. Mario Civetta

The Ordinary Shareholders’ Meeting for the appointments to the Board of Directors and to the Board of Statutory Auditors is convened on 24 April 2024 (on 26 April in second call, if necessary). Also available at the registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section) are the proposed resolutions presented by the shareholder Fininvest S.p.A., together with the deposited lists, regarding the following items on the agenda of the Shareholders’ Meeting:

9. Appointment of the Board of Directors.
9.1Determination of the number of members.
9.2 Determinazione della durata in carica.
9.3 Determination of the remuneration.
10. Appointment of the Board of Statutory Auditors for the financial years 2024/2025/2026.
10.1 Determination of the remuneration for the members of the Board of Statutory Auditors.

Mondadori Group: publication of 2023 annual Report for Shareholders’ meeting

Arnoldo Mondadori Editore S.p.A. announces that the following documents relating to the Shareholders’ Meeting called for 24 April 2024 on first call (26 April 2024 on possible second call) are available to the public at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • Annual financial report for 2023, including the draft financial statements and the consolidated financial statements at 31 December 2023, the management report (including the consolidated non-financial statement) and the certifications referred to in article 154 bis, paragraph 5 of Legislative Decree no. 58/1998;
  • Independent Auditors’ Reports and Board of Statutory Auditors’ Report.

Mondadori Group: filing of documentation for AGM

Arnoldo Mondadori Editore S.p.A. announces that the following documents relating to the Shareholders’ Meeting called for 24 April 2024 on first call (26 April 2024 on possible second call) are available to the public at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • Directors’ explanatory reports, pursuant to article 125-ter of Legislative Decree 24 February 1998 n. 58, on the following items on the agenda:

Ordinary session

    1. Separate financial statements as at and for the year ended 31 December 2023, Directors’ Report on Operations and Reports of the Board of Statutory Auditors and the Independent Auditing Firm of Arnoldo Mondadori Editore S.p.A.
      Resolutions on the approval of the separate financial statements as at and for the year ended 31 December 2023.
    2. Resolutions on the appropriation of the profit for the 2023 financial year.
    3. Resolutions concerning the proposed dividend distribution.
    4. Approval of the first section of the Report on Remuneration Policy and Fees paid pursuant to art. 123-ter, paragraphs 3-bis and 3-ter of Lgs.Decree no. 58 of 24 February 1998.
    5. Resolutions on the second section of the Report on Remuneration Policy and Fees Paid pursuant to art. 123-ter, paragraph 6, of Lgs.Decree no. 58 of 24 February 1998.
    6. Authorisation to buy back and dispose of treasury shares pursuant to the combined provisions of arts. 2357 and 2357-ter of the Italian Civil Code.
    7. Resolutions, pursuant to art. 114-bis of Lgs.Decree 58/1998, on the adoption of a Performance Share Plan for the three-year period 2024-2026.
    8. Resolutions, pursuant to art. 114-bis of Lgs.Decree 58/1998, on the adoption of a Short-Term Incentive Plan (MBO) 2024.

Extraordinary session

    1. Proposal to grant powers to the Board of Directors, in accordance with articles 2443 and 2420-ter of the Italian Civil Code.
  • Information documenti, pursuant to art. 114-bis of Legislative Decree 58/1998 and art. 84 bis of the Consob Issuers Regulation 11971/1999, relating to the Performance Share Plan for the three-year period 2024-2026.
  • Information document, pursuant to art. 114-bis of Legislative Decree 58/1998 and art. 84 bis of the Consob Issuers Regulation 11971/1999, relating to the 2024 Short-Term Incentive Plan (MBO).
  • “Report on the Remuneration Policy and compensation paid” pursuant to art. 123-ter of Legislative Decree 58/1998.
  • “Report on Corporate Governance and ownership structures”, pursuant to art. 123-bis of Legislative Decree 58/1998, referring to the 2023 financial year.

Mondadori Group: publication of documentation for the Shareholders’ meeting of 24 April 2024

Arnoldo Mondadori Editore S.p.A. announces that the following documents are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the notice of call for the Ordinary and Extraordinary Shareholders’ Meeting on Thursday 24 April 2024 in first call (26 April in second call, if necessary)
  • the Directors’ Explanatory reports, pursuant to article 125-ter of Legislative Decree 24 February 1998 n. 58, regarding each items in the agenda:
  1. Appointment of the Board of Directors

9.1 Determination of the number of members

9.2 Determination of the term of office

9.3 Determination of fees

9.4 Appointment of the members of the Board of Directors

  1. Appointment of the Board of Statutory Auditors for the years 2024/2025/2026

10.1 Determination of fees for the standing members of the Board of Statutory Auditors

10.2 Appointment of the members of the Board of Statutory Auditors.

The explanatory reports include the “Guidelines on the qualitative – quantitative composition deemed optimal” respectively of the Board of Directors and the Board of Statutory Auditors referred to in the relevant recommendation of the Corporate Governance Code.

Further documentation related to the Shareholders’ Meeting will be made available, in the manners above, within the terms established by current regulatory laws.

Shareholders’ Meeting approves the 2022 financial statements

Resolution on the distribution of a dividend of € 0.11 per ordinary share, up by 30% versus 2021

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the financial year ended 31 December 2022.

The Group’s Chief Executive Officer, Antonio Porro, presented the key separate and consolidated figures for 2022, as disclosed to the market last 16 March.

The results achieved by the Group exceeded expectations, with both revenues and margins showing double-digit growth. Net profit, after minority interests, amounted to € 52.1 million, up 17.8% versus € 44.2 million in 2021. The Parent Company’s financial statements at 31 December 2022 show the same net profit as in the consolidated financial statements, due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

Today’s Shareholders’ Meeting, in accordance with the proposal of the Board of Directors of 16 March 2023, which has already been the subject of disclosure, resolved to distribute a unit dividend of € 0.11 for each ordinary share (net of treasury shares) outstanding at the record date, for a total of approximately € 28.7 million,[1] up by almost 30% compared with the previous year: this amount corresponds to a pay-out of 55% of the net profit for 2022.
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 24 May 2023 (payment date), with ex-coupon (No. 22) date on 22 May 2023 (ex date), and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 23 May 2023.

The Shareholders’ Meeting resolved also on the following additional items on the agenda:

Report on remuneration policy and compensation paid

Pursuant to Article 123-ter of Legislative Decree No. 58/1998, the Shareholders’ Meeting, by means of a binding resolution, approved Section One of the Report on Remuneration Policy and Compensation Paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and sell treasury shares

Following expiry of the term relating to the previous authorization resolved on 28 April 2022, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining for the Board of Directors the applicability of law provisions in the matter of any additional purchase plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of No. 1,147,991 treasury shares, equal to 0.44% of the share capital.
Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of Article 144-bis of the Issuers’ Regulation No. 11971/1999.

Motivations

The motivations underlying the request for the authorization to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

  • use the treasury shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
  • use the treasury shares purchased or already held in the portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
  • undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
  • dispose of treasury shares to service incentive plans based on financial instruments set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.

Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2023 and, in any case, for a period not exceeding 18 months after the Shareholders’ Meeting resolution, while the authorization to sell is granted to last for an unlimited period, given the absence of restrictions pursuant to the regulatory provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares

The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, on one or more occasions, in an amount freely determinable by the Board of Directors, up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio each time – of no more than 10% overall of the share capital.

Terms for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made in compliance with Articles 132 of the TUF and 144-bis, paragraph 1 letters b) and d-ter) of the Issuers’ Regulation and, therefore: (i) on regulated markets or multilateral trading facilities, according to the operating terms established in the organization and management regulations of the same markets, which do not allow the direct matching of buying trading proposals with pre-determined sale trading proposals, and also in compliance with any other regulations in force, including European regulations, (ii) in the terms established by the market practices admitted by CONSOB as per the combined provisions of Art. 180, paragraph 1, letter c) of the TUF and Art. 13 of EU Regulation No. 596 of 16 April 2014 (the “Admitted Market Practices”). Additionally, share purchase transactions may also be carried out in the terms envisaged in Article 3 of EU Delegated Regulation No. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation No. 596/2014 on market abuse with regard to inside information and market manipulation.
Regarding the disposal of treasury shares, disposals may be made, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law, in force and with the Admitted Market Practices, if applicable.
Under the proposed authorization, purchases shall be made at a unit price compliant with any regulatory provisions, including EU regulations, or Admitted Market Practices as applicable at the time and where applicable, without prejudice to the fact that the minimum and maximum purchase price shall be determined at a unit price not lower than the official Stock Exchange price of Mondadori shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) No. 1052 of 8 March 2016.
In terms of consideration, sales transactions or other acts of disposal of treasury shares shall be carried out:

  • if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
  • if executed as part of any extraordinary transactions, in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
  • if executed to service the Performance Share Plans adopted by the Company, in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

2023-2025 Performance Share Plan

The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the adoption of a Performance Share Plan for the three-year period 2023-2025 intended for the Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares.
For a detailed description of the 2023-2025 Performance Share Plan, the beneficiaries and the main characteristics of the Regulation of the Plan, reference should be made to the Information Document pursuant to Article 84 bis of CONSOB Issuers’ Regulation No. 11971/1999, and the explanatory report of the Board of Directors, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorized storage mechanism 1Info (www.1Info.it).

[1] Rough estimate based on the number of shares outstanding to date.

Publication of 2022 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. announces that the following documents for the Annual General Meeting, to be held on 27 April 2023 in first call (28 April in second call, if any), are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2022 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2022, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998;
  • the Independent Auditors’ reports and the Board of Statutory Auditors’ report;

Notice is additionally given that the summary statement pursuant to art. 2429 of the Italian Civil Code is also available at the registered office.

Mondadori Group: publication of documents for the Annual general meeting of 27 april 2023

Arnoldo Mondadori Editore S.p.A. announces that the following documents are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the notice of call of the Ordinary Shareholders’ Meeting of Thursday 27 April 2023 in first call (28 April in second call, if any);
  • the Directors’ explanatory report, in accordance with Article 125-ter of the TUF, on each of the items on the agenda;
  • the Information Document prepared pursuant to Article 84-bis of the Issuer Regulation concerning the 2023-2025 Performance Share plan.
  • the Report on remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and 84-quater of the Issuer Regulation);
  • the 2022 Report on corporate governance and ownership structure.

The additional AGM documentation will be made available, in the manners above, within the time limits of current laws.

Shareholders’ Meeting approves the 2021 financial statements

Resolution on the distribution of a dividend of € 0.085 per ordinary share

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2021.

The Group’s Chief Executive Officer, Antonio Porro, presented the key figures for the year, as disclosed to the market last 16 March.
Specifically, the net profit, after minority interests, amounted to € 44.2 million, up sharply versus € 4.5 million in 2020.

Today’s Shareholders’ Meeting, in accordance with the proposal of the Board of Directors of 16 March 2022, which has already been the subject of disclosure, resolved to distribute a unit dividend of € 0.085 for each ordinary share (net of treasury shares) outstanding at the record date, for a total of approximately € 22.1 million[1] which corresponds to a pay-out of 50% of the consolidated net profit and a dividend yield equal to 4.2% (at 31 December 2021).
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 25 May 2022 (payment date), with ex-coupon (no. 21) date on 23 May 2022, and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 24 May 2022.

The Shareholders’ Meeting resolved also on the following additional items on the agenda:

Report on remuneration policy and compensation paid
Pursuant to Article 123-ter of Legislative Decree no. 58/1998, the Shareholders’ Meeting, by means of a binding resolution, approved Section One of the Report on Remuneration Policy and Compensation Paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Following expiry of the term relating to the previous authorization resolved on 27 April 2021, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining for the Board of Directors the applicability of law provisions in the matter of any additional purchase plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,049,838 treasury shares, equal to 0.402% of the share capital.
Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of Article 144-bis of the Issuer Regulation no. 11971/1999:

  • Motivations
    The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the opportunity to attribute to the Board of Directors the power:
    – use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
    – use the treasury shares purchased or already held in portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
    – to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster  the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
    – to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
    – to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Company or to Shareholders.
  • Duration
    The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2022 and, in any case, for a period not exceeding 18 months after the Shareholders’ Meeting resolution, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.
  • Maximum number of purchasable treasury shares
    The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital.
  • Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap
    Purchases shall be made in compliance with Articles 132 of the TUF and 144-bis, paragraph 1 letter b) of the Issuer Regulation, and on regulated markets or multilateral trading systems, according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any other applicable law, including EU law. Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
    Regarding the disposal of treasury shares, disposals may be made, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law, in force and with the Admitted Market Practices, if applicable.
    Under the proposed authorization, the minimum and maximum purchase price shall be determined at a unit price not lower than the official Stock Exchange price of Mondadori shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
    In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016.
    In terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:
    – if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
    – if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
    – if executed to service the Performance Share Plans adopted by the Company in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

2022-2024 Performance Share Plan
The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the adoption of a Performance Share Plan for the three-year period 2022-2024 intended for the Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares.
For a detailed description of the 2022-2024 Performance Share Plan, the beneficiaries and the main characteristics of the Regulation of the Plan, reference should be made to the Information Document pursuant to Article 84 bis of CONSOB Issuer Regulation no. 11971/1999, and the explanatory report of the Board of Directors, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorized storage mechanism 1Info (www.1Info.it).

[1] Rough estimate based on the number of shares outstanding to date.

Mondadori Group: publication of 2021 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. announces that the following documents for the Annual General Meeting, to be held on 28 April 2022 in first call (29 April in second call, if any), are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2021 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2021, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998;
  • the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
  • the Report on remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and 84-quater of the Issuer Regulation);
  • the 2021 Report on corporate governance and ownership structure.

Notice is additionally given that the summary statement pursuant to art. 2429 of the Italian Civil Code is also available at the registered office.

Mondadori Group: publication of documents for the Annual general meeting of 28 april 2022

Arnoldo Mondadori Editore S.p.A. announces that the following documents are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the notice of call of the Ordinary Shareholders’ Meeting scheduled for Thursday 28 April 2022 in first call (29 April in second call, if any), together with the Directors’ explanatory report, in accordance with Article 125-ter of the TUF, on each of the items on the agenda;
  • the Information Document prepared pursuant to Article 84-bis of the Issuer Regulation concerning the 2022-2024 Performance Share plan.

The additional AGM documentation will be made available, in the manners above, within the time limits of current laws.