Annual General Meeting 2024

The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A. will be held on 24 April 2024.

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.
  9. Appointment of the Board of Directors.
    1. Determination of the number of members.
    2. Determination of the term of office.
    3. Determination of fees.
    4. Appointment of the members of the Board of Directors.
  10. Appointment of the Board of Statutory Auditors for the years 2024/2025/2026.
    1. Determination of fees for the standing members of the Board of Statutory Auditors.
    2. Appointment of the members of the Board of Statutory Auditors.

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:   
    1. Proposal to grant powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital on a cash basis, through one or more rights issues, also in divisible form, within a period of five years from the date of the resolution, for a maximum nominal amount of € 75,000,000; consequent amendment of art. 6.6 of the Articles of Association and related resolutions;
    2. Proposal to grant powers to the Board of Directors, pursuant to art. 2420-ter of the Italian Civil Code, to issue, on one or more occasions, bonds convertible into shares, for a maximum nominal amount of € 250,000,000, including powers relating to the corresponding share capital increase to service the conversion through the issue of ordinary shares with the same features as those outstanding, for a maximum nominal amount of € 250,000,000, within a period of five years from the date of the resolution; consequent amendment of art. 6.6 of the Articles of Association and related resolutions.
    3. Proposal to grant powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital on a cash basis through one or more share issues, also in divisible form, within five years from the date of the resolution, with the exclusion of option rights pursuant to art. 2441 paragraph 4, head 2, of the Italian Civil Code, by issuing a number of ordinary shares not exceeding 10% of the total number of shares constituting the share capital of Arnoldo Mondadori Editore at the date of exercise of the powers and in any case for a nominal amount of not more than € 20,000,000; consequent amendment of art. 6.6 of the Articles of Association and related resolutions.

 


Annual report 2023 (Zip format – Italian)