Governance

Arnoldo Mondadori Editore S.p.A. announces, as per Art. 2.6.2 of the Regulations of the Markets Organised and Managed by Borsa Italiana S.p.A., the corporate events scheduled for 2026:

• Thursday 19 March 2026: meeting of the Board of Directors for the approval of the Annual Financial Report for the year for FY2025;
• Wednesday 13 May 2026: meeting of the Board of Directors for Additional periodic financial reporting at 31 March 2026;
• Thursday 30 July 2026: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2026;
• Thursday 12 November 2026: meeting of the Board of Directors for the approval of the Additional periodic financial reporting at 30 September 2026.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2025 will be held in first call on Tuesday 21 April 2026 (22 April in second call, if necessary).

Presentations to the financial community of the results for the full year at 31 December 2025, the Half-Year Report at 30 June 2026 and the Interim Management Statements at 31 March and at 30 September 2026 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the Euronext STAR Milan segment of Borsa Italiana, will publish the Additional periodic financial reporting at 31 March 2026 and at 30 September 2026 – pursuant to art. 2.2.3, paragraph 3, of the Regulations for markets organised and managed by Borsa Italiana S.p.A. – within 45 days after the end of the first and third quarters of the year (with exemption from the publication of the interim report on the fourth quarter as the Annual Financial Report 2025, together with the other documents referred to in art. 154-ter, paragraph 1, of the Consolidated Finance Law, is made available within 90 days after year end). The structure, information contained and procedures for the publication of the documents are unchanged from the Interim Management Statements previously published pursuant to former Article 154-ter, paragraph 5, of the Consolidated Finance Law.

Pursuant to art. 85-bis, paragraph 4-bis of CONSOB Regulation no. 11971 of 14 May 1999, Arnoldo Mondadori Editore S.p.A. announces the amount of voting rights updated following the deregistration, on 5 December 2025, of 500 shares with increased voting rights.

The total amount of voting rights, indicating the number of shares forming the share capital, is outlined below.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2025, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents relating to the Ordinary Shareholders’ Meeting convened for 16 April 2025 in first call (17 April 2025 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.mondadorigroup.com (Governance/Shareholders’ Meeting section):

• Annual Financial Report for FY 2024, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2024, the Directors’ Report on Operations (including the Sustainability Reporting), and the certifications pursuant to art. 154 bis, par. 5 and 5-ter of Legislative Decree no. 58/1998;
• Independent Auditors’ report on the audit of the financial statements as at 31 December 2024;
• Independent Auditors’ report on the audit of the consolidated financial statements as at 31 December 2024;
• Independent Auditors’ report on the limited audit of the Sustainability Reporting;
• Statutory Auditors’ report;
• Report on remuneration policy and compensation paid.

The Report on Corporate Governance and Ownership Structure – Financial Year 2024 is also made available in the manner described above.

Arnoldo Mondadori Editore S.p.A. announces, as per Art. 2.6.2 of the Regulations of the Markets Organised and Managed by Borsa Italiana S.p.A., the corporate events scheduled for 2025:

• Wednesday 12 March 2025: meeting of the Board of Directors for the approval of the Annual Financial Report for the year for FY2024; 
• Wednesday 14 May 2025: meeting of the Board of Directors for Additional periodic financial reporting at 31 March 2025; 
• Tuesday 31 July 2025: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2025; 
• Tuesday 13 November 2025: meeting of the Board of Directors for the approval of the Additional periodic financial reporting at 30 September 2025.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2024 will be held in first call on Wednesday 16 April 2025 (17 April in second call, if necessary).

Presentations to the financial community of the results for the full year at 31 December 2024, the Half-Year Report at 30 June 2025 and the Interim Management Statements at 31 March and at 30 September 2025 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors. 

Any changes will be promptly communicated to the market. 

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the Euronext STAR Milan segment of Borsa Italiana, will publish the Additional periodic financial reporting at 31 March 2025 and at 30 September 2025 – pursuant to art. 2.2.3, paragraph 3, of the Regulations for markets organised and managed by Borsa Italiana S.p.A. – within 45 days after the end of the first and third quarters of the year (with exemption from the publication of the interim report on the fourth quarter as the Annual Financial Report 2024, together with the other documents referred to in art. 154-ter, paragraph 1, of the Consolidated Finance Law, is made available within 90 days after year end). The structure, information contained and procedures for the publication of the documents are unchanged from the Interim Management Statements previously published pursuant to former Article 154-ter, paragraph 5, of the Consolidated Finance Law.

POSSIBLE DIVIDEND PAYMENT 

Pursuant to the requirements of the Instructions to the Regulations for Markets Organized and Managed by Borsa Italiana S.p.A. (art. IA.2.1.3), Arnoldo Mondadori Editore S.p.A. announces that, in the event of distribution of the dividend for the 2024 financial year, the months of any coupon detachment and payment will be May 2025 (for a tranche equal to 50% of the overall dividend) and November 2025 (for a tranche equal to the further 50% of the overall dividend). It is specified that this communication is made for the sole purpose of complying with the above provisions of Borsa Italiana S.p.A. and does not assume any predictive value regarding the outcomes of the assessments and resolutions relating to the distribution of the dividend. These resolutions are delegated, on the dates indicated above, to the Board of Directors when approving the 2024 draft of the Annual Report and to the Shareholders’ Meeting.

Arnoldo Mondadori Editore S.p.A. announces that, as requested by the parties, the extract pursuant to Art. 129 and 131, par. 4 lett. b) and the essential information pursuant to Art. 130 of Consob Regulation no.11971/1999, related to relevant agreements, in accordance with Art. 122 of Italian Legislative Decree no. 58/1998, contained in the Shareholders’ Agreement signed on 13 January 2025 by Marina Elvira Berlusconi and Pier Silvio Berlusconi and regarding, among other things, Fininvest S.p.A. and Arnoldo Mondadori Editore S.p.A., have been made available to the public on the authorised storage mechanism 1Info (www.1info.it) and on the website www.mondadorigroup.com, Investors section (Investors/Share-capital-and-shareholders/Shareholders’-agreements).

The Shareholders’ Agreement also governs the immediate termination by mutual consent of the previous Shareholders’ Agreement signed by the same parties on 11 September 2023, the extract and essential information of which had been made available to the public on 15 September 2023.

The Mondadori Group announces the conclusion today, through its subsidiary Mondadori Libri S.p.A., of the acquisition of a further 25% stake in A.L.I. S.r.l. – Agenzia Libraria International, a company operating in the distribution of books.
As a result of this operation, Mondadori Libri S.p.A. has now brought its stake in the company to 100%, from the former 75%.

The increase in the A.L.I. stake comes following the exercise of the call option set forth in the contract signed and announced on 11 May 2022, at the time of the acquisition of an initial 50% stake in the share capital, which envisaged the right, for Mondadori Libri, to acquire the remaining 50%. This is thanks to a deferred purchase commitment and a put & call agreement, each accounting for 25% of the A.L.I. S.r.l. capital; the former was implemented and disclosed in January 2023.

The provisional price, paid today in cash, is € 12.2 million, determined on the basis of the average 2023-2024 EBITDA as well as the positive net financial position (cash) of the scope covered by the transaction, which at 31 December 2024 amounted to € 27 million. This provisional price may be adjusted following the approval of the financial statements as at 31 December 2024.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2024, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

The following is Annex 3F of the Consob Issuers’ Regulation on the payment of shares held as treasury shares to the beneficiaries of the 2021/2023 Performance Share Plan.

Arnoldo Mondadori Editore S.p.A. informs that the updated Bylaws, following the resolutions adopted by the extraordinary shareholders meeting held on April 24, 2024, is available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance section).