The provisions for the management and disclosure of documents and information concerning Mondadori include the Internal Dealing procedure, the latest version of which was adopted by the Board of Directors on 12 May 2022, also pursuant to the Market Abuse Regulation (EU Regulation no. 596/2014).
The purpose of the procedure adopted by the Board of Directors is to:
- identify the parties who are required to make the disclosures envisioned by the Internal Dealing regulations;
- inform the parties under such obligations: (i) that they have been identified, (ii) about the obligations arising from their identification and (iii) about the procedures they are required to follow to make the disclosures envisaged by the law, in order to provide the public and the authorities with precise and correct information transparency in respect of the transactions performed by them on financial instruments issued by the Company, or derivatives and other related financial instruments issued by the Company;
- govern the procedures for compliance with the above disclosure obligations.
Transactions by parties under MAR obligations
The procedure governs disclosure obligations to Consob, the Company and the market for all transactions – which amount overall to Euro 20,000 and, once the Euro 20,000 threshold has been reached, all transactions subsequently performed in the same calendar year irrespective of value – on shares or debt instruments issued by the Company, on derivatives or other related financial instruments (“MAR Significant Transactions”) performed by the “Parties under MAR Obligations” that is, by members of the Board of Directors and the Board of Statutory Auditors of Mondadori, as well as parties that perform management functions in Mondadori and executives who, while not members of the above bodies, have regular access to inside information relating directly or indirectly to Mondadori and hold the power to take management decisions that might affect the future development and prospects of Mondadori (“MAR Significant Parties”) and by persons closely associated with them (“Persons Closely Associated with MAR Significant Parties”).
These disclosures may be made, on behalf of the Parties under MAR Obligations, by the Company, if so empowered to do so.
Transactions by Parties under Issuers Regulation Obligations
The procedure governs disclosure obligations to Consob, the Company and the market for all transactions – which amount overall to Euro 20,000 and, once the Euro 20,000 threshold has been reached, all transactions subsequently performed in the same calendar year whose value, from time to time, reaches the threshold of Euro 20,000 – relating to the purchase, sale, underwriting or exchange of shares or financial instruments relating to the shares of the Company (“Significant Transactions Issuers Regulation”) performed by “Parties under Issuers Regulation Obligations” or by shareholders whose equity investment, computed pursuant to article 118 of the Issuers Regulation, is equivalent to at least 10 per cent of the share capital of Mondadori represented by shares with voting rights, and any other party that controls Mondadori, and by persons closely associated with them (“Persons Closely Associated with Significant Parties Issuers Regulation”).
These disclosures may be made, on behalf of the Parties under Issuers Regulation Obligations, by the Company, if so empowered to do so.
Under the Internal Dealing Procedure, MAR Significant Parties are prohibited from carrying out, on their own account or on the account of third parties, directly or indirectly, MAR Significant Transactions during the 30 calendar days that precede the release of statements on the approval of the separate financial statements and the consolidated financial statements, the approval of the half-year financial report, the approval of the quarterly additional financial information.
The Mondadori Board of Directors, or in demonstrably urgent cases, the Chair of the Board of Directors may authorise a MAR Significant Party to conduct negotiations during a Black-out period, on the basis of specific circumstances and conditions required by the Procedure.