Shareholders' meeting of 23 April 2013

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., which met on 23 April 2013 under the Chairmanship of Marina Berlusconi, approved the company’s Annual Report for the year ended 31 December 2012 and deliberated, in line with a proposal resolved by the board of directors, to make up the entire net loss for the period, amounting to €39,574,943.13 by drawing the corresponding sum from the “Share premium reserve”.

The shareholders confirmed the appointment, for the period up to the end of the mandate of the current board (the approval of the financial statements for the year ending 31 December 2014) as directors of Ernesto Mauri and Danilo Pellegrino, previously co-opted by the board on 20 March and 28 February 2013, respectively.

Following the Shareholders’ Meeting, the board of directors met and confirmed the appointment of Ernesto Mauri as chief executive.

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 19 April 2012, 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

It should be noted that, with regard to the previous authorisation, the company bought from the market a total of 1,398,291 shares, corresponding to 0.56% of the share capital.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 14,953,500 (6.067% of the share capital), of which 10,436,014 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.p.A..

The Shareholders approved the policy outlined in the first section of the Remuneration Report, for fiscal 2013, regarding the compensation of directors and executives with strategic responsibilities.

In an extraordinary session, the Shareholders examined and approved changes to the Articles of Association regarding, in particular, new rules on nominations to the board of directors and the board of statutory auditors complaint with Law N. 120/2011 concerning gender equality in the corporate boards and control bodies of listed companies.

For Arnoldo Mondadori Editore S.p.A., Law N. 120/2011 will be applied for the first time from the renewal of the corporate boards following the approval of the company’s financial statements for the year ending 31 December 2014.

It should, however, be noted that the current board of directors already foresees that one fifth of the board is made up of the “less represented gender”, in line with the provisions of the law in its initial application.

Other modifications to the Articles of Association concerned the simple adoption of EU Directive 2007/36/CE (regarding “Shareholders’ Rights”) as introduced by Legislative Decree N. 91 of 18 June 2012.

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 (ordinary and extraordinary sessions) held on 23 April 2013.