Shareholders’ meeting on 19 April 2012

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., which met on 19 April 2012 under the Chairmanship of Marina Berlusconi, approved the company’s Annual Report for the year ended 31 December 2011 and deliberated, in line with a proposal resolved by the board of directors on 19 March, to attribute to the extraordinary reserve the company’s entire net profit for the year to 31 December 2011, which amounted to €55,342,667.63.

Given the current economic scenario, and despite a net profit for 2011 higher than that for 2010, the decision not to distribute a dividend for 2011 is aimed at reinforcing the company’s assets and financial structure.

The Shareholders appointed the members of the Board of Directors: Marina Berlusconi (Chairman), Pier Silvio Berlusconi, Roberto Briglia, Pasquale Cannatelli, Maurizio Costa, Bruno Ermolli, Martina Forneron Mondadori, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello, Carlo Sangalli, Marco Spadacini and Carlo Maria Vismara.

The entire Board of Directors was elected on the basis of a single list presented to the Shareholders by the majority shareholder Fininvest S.p.A.

The Board will serve for three years until the AGM to approve the Annual Report for the year to 31 December 2014.
Within the Board of Directors appointed by the Shareholders the directors Martina Mondadori, Angelo Renoldi, Mario Resca, Cristina Rossello, Carlo Sangalli and Marco Spadacini also meet the requirements of independence, foreseen by art. 148, paragraph 3, of Legislative Decree 58/1998.

After the Shareholders’ Meeting, the Board of Directors met and also determined that the aforementioned directors were also compliant with independence requirements foreseen by the Code of Conduct for listed companies.

The Board of Directors confirmed Maurizio Costa as Deputy Chairman and Chief Executive, attributing to him all the relative powers for the management of the company.

The Board also appointed the members of:

  • Control and Risks Committee: Angelo Renoldi (Chairman), Marco Spadacini and Mario Resca;
  • Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Carlo Sangalli.

Carlo Maria Vismara was also confirmed in the role of manager responsible for preparing the financial reports.

The Board of Statutory Auditors, appointed by the Shareholders for the years 2012-2014, is made up by: Ferdinando Superti Furga (Chairman), Francesco Antonio Giampaolo and Franco Carlo Papa (standing auditors), Ezio Maria Simonelli and Francesco Vittadini (substitute auditors).

The entire Board of Statutory Auditors was appointed on the basis of a single list presented to the Shareholders by majority shareholder Fininvest S.p.A.

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 21 April 2011, the shareholders renewed authorisation to effect share buy-backs, up to a limit of 10% of the share capital. The shareholders also authorised, as per Art. 2357 of the Civil Code, the use of shares involved in such buy back operations or already in the company’s portfolio.

Below, as foreseen by art. 125-quater, paragraph 2 of Legislative Decree 58/98., is an outline of the votes of the Annual General Meeting held on 19 April 2012.