Annual General Meeting of 17 April 2019

On 17 April 2019, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2018 and reviewed the 2018 consolidated financial statements of the Mondadori Group. Adjusted net profit from continuing operations amounted to € 20.3 million as forecast.

As a result of the fair value adjustment of the French assets (€ -200.1 million) subject to disposal, the net loss at 31.12.2018 was € -177.1 million versus € 30.4 million in 2017. The Shareholders’ Meeting resolved to fully cover this loss by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

Moreover, the Shareholders’ Meeting resolved, in ordinary session, on the following items on the agenda:

  • approved Section One of the Remuneration Report on the policy adopted for 2019 regarding remuneration to directors and key management personnel;
  • renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code;
  • approved, pursuant to art. 114-bis of Legislative Decree 58/1998, the establishment of a Performance Share Plan for the three-year period 2019-2021 intended for the Chief Executive Officer, the CFO – Executive Director and certain managers of the Company, in accordance with the conditions previously disclosed to the market on 14 March 2019, pursuant to art. 84-bis, paragraph 1 of Issuer Regulation 11971/1999;
  • tasked Ernst & Young S.p.A. with the statutory audit for the years 2019-2027, approving the relating fee.

In its extraordinary session, the Shareholders’ Meeting also resolved:

  • to adopt, in accordance with the proposals of the Board of Directors, the resolutions referred to in articles 2443 and 2420-ter of the Italian Civil Code, relating to the granting of powers to the Board of Directors to increase the share capital and issue convertible bonds;
  • not to replenish the revaluation reserves pursuant to Law no. 72 of 19 March 1983 and Law no. 413 of 30 December 1991, used, according to the resolution of today’s Ordinary Shareholders’ Meeting, to cover the losses recognized in the Company’s financial statements at 31 December 2018, with their resulting elimination, with no obligation to replenish them.